Driving growth by  
taking care of every detail
Annual Report 2014
Bonmarché Annual Report 2014 At Bonmarché,  
we make women  
of 50+ feel fabulous  
about themselves,  
at fantastic prices.
our
core
purpose
Our people  
and customers  
are at the heart of 
everything we do. 
We are a modern, 
innovative company  
which delivers excellent 
customer service and 
contributes locally.
our
culture
Our values are:  
respect, integrity,  
friendly service and  
professionalism.
our
values 1 Bonmarché Annual Report   2014
Overview Strategic report Governance Financial statements
Overview
2 Highlights
3 Chairman’s statement
4 At a glance
 Strategic report
6 Chief Executive’s report
11 Our business model
12 Our strategy
14 Strategic pillars
18 Key performance indicators
20 Financial review
22 Principal risks and uncertainties
Governance
24 Board of Directors
26 Directors’ report
28 Statement of Directors’ responsibilities
29 Corporate governance
33 Audit Committee report
35 Remuneration Committee report
Financial statements
Group financial statements
39 Independent auditors’ report
40 Consolidated income statement
40  Consolidated statement of 
comprehensive income
41 Consolidated balance sheet
42 Consolidated statement  
 of changes in equity
43 Consolidated statement of cash flows
44 Notes to the Group financial statements
Company financial statements
65  Company balance sheet
66  Notes to the Company financial 
statements
69 Shareholders’ information
We are one of  
the UK’s largest 
women’s value 
retailers, focused on 
selling affordable, 
stylish, premium 
quality clothing 
for real women 
everywhere
Throughout this Annual Report, we refer 
to our financial year to 29 March 2014 
as ‘FY14’ and the previous financial year 
to 30 March 2013 as ‘FY13’. 2
HIGHLIGHTS
a compelling  
niche retailer
Learn more about us 
Read more page 4
solid strategic 
progress
Progress against each  
strategic objective 
Read more page 12
a strong year 
of growth
Chief Executive’s report  
on the year 
Read more page 6
multi-channel 
sales growth
Online sales up 84% 
Read more page 15
post-exceptional  
adjusted basic  
earnings per share
11.1p
(2013: 7.3p)
dividend per share
2.1p
Net cash
£7.8m
(2013: £2.4m)
profit before tax
£8.0m
(2013: £4.8m)
revenue
£164.3m
(2013: £146.8m)
underlying profit  
before tax
£11.2m
(2013: £6.1m)
Post-exceptional adjusted basic earnings per share
The change in share capital structure in 2013 has a profound effect on the calculation of the weighted average number of shares in issue, which is used to calculate basic 
earnings per share. In order to allow more meaningful comparison with previous years, we have only shown on this page post-exceptional adjusted basic earnings per share. 
The adjustment restates the weighted average number of shares in issue as if the total shares issued post-IPO were in issue throughout the whole year, and for the whole of 
FY13. Details of basic earnings per share can be found on page 52. Overview
3 Bonmarché Annual Report   2014
A year of great change  
for the Group
CHAIRMAN’S STATEMENT
It is my pleasure to welcome you to 
Bonmarché’ s first Annual Report and my first 
annual statement as Chairman.
I am delighted to report on a successful year, 
with strong growth, good progress against 
our strategic objectives and a successful IPO.
Colleagues and Directors
All successes start with the people and 
I am honoured to be able to recognise the 
contribution of each and every one of our 
2,866 colleagues here. Our store, warehouse, 
buying and support colleagues form a 
fantastic team working together to delight the 
Bonmarché customer. 
Beth Butterwick has shown great leadership 
during this extremely busy and challenging 
year. Steve Alldridge led the IPO with great 
professionalism, and the other members of 
the executive did not miss a beat in improving 
the business for customers. 
I am delighted that Ishbel Macpherson and 
John Coleman joined the Board in October 
2013. They have a wealth of talent and 
experience, and in the short time since their 
appointment they have already made 
valuable contributions. Ishbel has been 
appointed the Senior Independent Director 
and chairs the Audit Committee, and John 
has been appointed Chairman of the 
Remuneration Committee.
Performance for the year
From my very first exposure to Bonmarché 
I have been impressed by the focus on our 
customers. Our store colleagues are always 
charming and ‘can do’, our buying colleagues 
know the look and the fit and our marketing 
colleagues provide outstanding insight to 
guide the effort. The Bonmarché Bonus Club 
is a great asset.
So despite difficult economic conditions 
during the year we have been able to drive 
the business forward at a pace. Our focus on 
offering stylish, well-fitting, quality clothing at 
highly competitive prices has resonated well 
with our customers, of whom we have 
attracted more. 
Our financial results show strong growth. 
Revenue (for the year ended 29 March 2014) 
increased 12% to £164.3m (from the prior 
12 months) and operating profit was £8.2m, 
up from £5.9m. Post-exceptional adjusted 
basic earnings per share is 11.1 pence, 
which, restating the 12 months to 30 March 
2013 on a pro-forma basis, is an increase of 
52%. Cash generated from operations was 
£14.4m, allowing the outstanding loans to be 
fully repaid during the year.
It is particularly pleasing that our efforts have 
been recognised by our customers, who voted 
us No.1 ‘Clothing Retailer’ and No.5 ‘Best High 
Street Shop’ in the 2013 Which Satisfaction 
Survey, and No.2 in the ‘Best Overall Retailer’ 
and ‘Best Clothing Retailer’ categories of the 
2013 Verdict Research awards.
AIM listing
We have made rapid progress in the last 
two years, so much so that the Group 
achieved a successful listing on the AIM 
market of the London Stock Exchange on 
20 November 2013.
Corporate governance
The Board is committed to operating to high 
standards of corporate governance, as we 
believe that doing so will contribute to the 
delivery of long-term shareholder value. The 
business applies the principles of the Quoted 
Companies Alliance Corporate Governance 
Code for small and medium quoted 
companies and, where practicable, elements 
of the UK Corporate Governance Code. 
Having been established shortly before the 
listing, the Audit and Remuneration 
Committees have had their first meetings, 
and are operating effectively.
The Corporate Governance Report on pages 
29 to 32 sets out our governance framework 
in more detail.
Dividend
The Board is pleased to recommend a final 
dividend of 2.1 pence per share. If approved 
by the shareholders at the AGM on 31 July 
2014, it will be paid on 5 August 2014 to 
shareholders on the register on 27 June 2014.
Outlook
I believe that the outlook for the business in 
the coming year is positive. We have multiple 
growth opportunities to build upon and our 
core quality and value proposition will 
continue to be popular as the market 
gradually recovers. 
There is much still to do and I look forward to 
working with the Board and colleagues on 
what I expect will be another exciting year. 
Tim Mason 
Chairman 4
our
primary  
products
Casual/ 
formal separates
Outerwear
Swimwear
Lingerie
Nightwear 
Accessories
Footwear
We are one of the UK’s largest  
women’s value retailers, with stores  
across the country
AT A GLANCE
delivered 
through
Stores
Website
Mobile/tablets
Mail order  
catalogue
TV shopping  
channel
Telephone  
ordering
We are well placed to take 
advantage of our strong  
market position in the over  
50+ womenswear segment. 5 Bonmarché Annual Report   2014
Overview
Comprehensive range 
of womenswear
We offer a comprehensive range – designed 
in-house to offer the right balance of style, fit 
and value. The David Emanuel brand offers 
customers a slightly more premium choice. 
We understand our customers
We place great emphasis on knowing what 
our customers want – the appropriate, styling 
and quality products at fantastic prices 
underpinned by outstanding service.
Our Bonus Club loyalty card scheme has 
approximately 6.5m members to whom 
it offers benefits, and it helps us to meet 
their needs.
6.5m
members in  
our Bonus Club
Talented and 
dedicated colleagues
Our committed and experienced colleagues 
provide friendly and helpful service that our 
customers love – it’ s one of the things we are 
known for.
Store portfolio with 
multi‑channel offer
Located in convenient, accessible shopping 
areas, we have 263 stores across the UK. 
‘Shop the way you want’ – we offer different 
ways to shop that are convenient for our 
customer – online, catalogue, TV and telephone.
263
stores across  
the UK
2,800
employees
90%
own brand product 6 Bonmarché Annual Report   2014
CHIEF EXECUTIVE’S REPORT
I am pleased to report on a year 
of strong growth, driven through the 
execution of our business strategies
Beth Butterwick Chief Executive
Introduction
In my first Chief Executive’ s report I am 
delighted with the progress we have made 
and the growth that Bonmarché has achieved. 
With full year sales at £164.3m, up 11.9%, 
we have been able to drive strong profit growth, 
whilst also allowing for investment in our 
multi-channel operations and in our teams. 
Our profit before tax was £8.0m, an increase 
of £3.2m from last year, and our underlying 
profit before tax was 85% higher than last 
year, increasing from £6.1m to £11.2m.
Over the last 12 months we have seen some 
improvement in consumer confidence, albeit 
customers are still cautious post-recession. 
Looking forward, even if general consumer 
demand grows slowly, we are optimistic 
about the outlook for our market. There are 
limited real clothing choices for our customers 
and with our complete focus on their needs, 
we believe we can maintain the growth of our 
business and market share.
We are confident that the successful execution 
of our strategy, developed using the valuable 
data our loyalty programme gives us, combined 
with the extensive commercial insight of our 
teams, will enable us to continue our appeal 
to existing and new customers alike.
Therefore during FY14, as well as achieving 
strong profit growth, we have laid many 
foundations for our future progression, and 
are positive about the outlook for FY15.
I would like to take this opportunity to thank 
our shareholders for their support in our early 
days as a publicly listed company. 
Customers and market
We are dedicated to serving the mature 
female consumer and through the information 
we gain from our Bonus Club, are able to stay 
close to our customers. This data tells us 
what they think of our product offer, our 
service across multi-channels, and our store 
and e-commerce environments. As an 
example, customers informed us that they 
found outfits displayed on mannequins more 
realistic than on in-store photography. We 
listened to this feedback, and undertook 
an investment to provide more mannequins in 
stores. Anecdotal feedback from our retail 
colleagues is that this action has contributed 
to the year’ s like-for-like sales growth.
Bonmarché operates in the value womenswear 
sector, with our aim being to serve well the 
50+ customer. Verdict* data tells us that the 
female population in the UK is increasingly an 
ageing one, with the 55+ female demographic 
growing at double the average rate of the 
total female population. In addition, the value 
segment of the clothing market has 
demonstrated resilient growth over the past 
few years and now represents 28% of the 
total female clothing sector. Cost-conscious 
consumers are continuing to prioritise value 
for money despite a pick up in key economic 
indicators. As women continue to work and 
remain active well into later life, many will 
desire more contemporary, stylish clothing 
and accessory solutions.
Based on the foregoing, it is our belief that 
this sector will continue to grow, yet it remains 
a poorly served market. We see this as our 
opportunity, and are optimistic about the 
market niche in which we operate. In the last 
12 months, we have seen our share of the 
women’ s value sector increase from 2.8% to 
3.2%, a 14% growth, and we are well placed 
to grow this further.
+14%
growth in  
market share
*  Copyright © 2013, Verdict, Value Clothing UK June 2013, 
reproduced with permission of Verdict. Strategic report
7 Bonmarché Annual Report   2014
Another element of our product strategy is to 
identify potential add-on opportunities. In 2013, 
we acquired the Ann Harvey plus size brand. 
This will be re-launched in the summer of 2014.
As we continue to talk with our customers, 
the potential to widen our product offer and 
broaden the scope of how we engage with 
them becomes more apparent. We will use 
feedback from this ongoing dialogue to develop  
future strategic objectives.
Multi-channel
Our customers, current and potential, are 
one of the fastest demographic converting 
to digital selling channels. We will therefore 
develop our e-commerce operation to realise 
the potential of an increasingly internet savvy 
market. There is a broad range of sub 
activities under this heading, which include 
traffic building, improving conversion, 
developing web specific ranges and 
improving the fulfilment experience.
We will continue to develop our catalogue 
(introduced last year) to attract customers 
who do not have the convenience of a local 
Bonmarché store but are not ready to 
embrace shopping online. This also acts as a 
powerful marketing tool for use in stores.
TV shopping will be used to build awareness 
of the brand, whilst also offering another 
medium through which customers may shop 
for our collection. 
Underpinning our multi-channel platforms, 
will be the development of our fulfilment 
operations and infrastructure, to deliver a 
faster more coherent delivery experience for 
customers. Additionally an investment in a 
new EPOS system will support both better 
stock information and a more efficient 
service across all of our selling channels.
Stores
Having reconfigured our portfolio to 263 
profitable stores, our strategy with regard to 
our existing estate is centred on improving 
our store environment. We will achieve this 
by testing varying levels of capital investment, 
depending on the store size, location 
and turnover. 
Additionally, we have concentrated on finding 
other ways to improve the overall customer 
experience, whether it be by presenting clearer 
in-store product information, offering style 
advice or a relevant service, such as bra fitting.
Our strategy does not depend on a large 
opening programme of new solus stores, but 
there is certainly some scope for growth, and 
we have identified circa 30 priority towns that 
represent an opportunity should the right 
property become available.
Strategy
Our mission, ‘T o be the destination multi-
channel retailer for 50+ women – who want 
style-appropriate, quality products at fantastic 
prices, with outstanding service’, underpins 
our business plan. 
Our strategy articulates how we will achieve 
this mission, and falls under four broad areas: 
Product, Multi-channel, Stores and the 
development of Other sales channels.
Product
T o develop and enhance the main 
Bonmarché product range, which represents 
90% of our sales, we have focused on 
‘building back gaps’ we had in certain key 
ranges, such as coats, blouses and skirts. 
Additionally, we have focused on ‘increasing 
the mix representation’ in categories such as 
dresses, tops and accessories, where we are 
under-represented compared to the 
womenswear market average. Our David 
Emanuel brand represents the other 10% of 
the mix, and we will develop this label where 
we see additional opportunities. 
Pricing in the value sector remains highly 
competitive and our stance has been to 
continue to defend our strong entry price 
position, through the extension of our ‘first 
price, right price’ strategy, in conjunction with 
targeted increases in exit prices where 
product differentiation and market demand 
supports it.
Supporting this, a further development has 
been to improve the availability of certain key 
styles – our ‘hero lines’, which should always 
be in stock in a full range of sizes and colours. 
In our supply chain, we identified an opportunity 
to rationalise further our supplier base, so as 
to evolve fewer, more meaningful, strategic 
partnerships. In conjunction with this, we 
plan to improve our supply chain flexibility, by 
developing a greater near-market component, 
so that we are better able to react to 
short-term changes in consumer demand. 
OUR CUSTOMERS
Customer loyalty is extremely 
important to us and we are building 
on our strong brand identity with our 
established and loyal customer base. 
Our Bonus Club Scheme, which is 
our customer loyalty database, now 
stands at around 6.5 million members 
and is a valuable asset to us. The data 
we gather provides us with important 
insight into customer behaviour and 
spending patterns. It is used to adapt 
our decision making on an ongoing 
basis. For example, it allows us to 
generate an average age profile for 
every single garment that we sell so 
we review how products have 
performed at the end of the season. 
From that we can build outfits and see 
how our customers are buying items 
together and how their tastes evolve 
over time. 
We are currently working to grow 
our group of high value high loyalty 
customers, who make up 25% of 
the 1.7 million active members.
modernising 
our store 
portfolio 8 Bonmarché Annual Report   2014
CHIEF EXECUTIVE’S REPORT
continued
Another key initiative was to ‘develop 
categories where we know our mix is lower’ 
than the average for the market such as 
dresses, tops and accessories. Again, these 
departments have made great progress, 
increasing their mix percentages and 
contributing £4.3m to our overall sales growth.
On pricing, we have continued to develop 
our clear ‘first price, right price’ stance. 
Evidence that this has been recognised by 
our customers is the growth across core 
departments such as T -shirts, knitwear, 
trousers and lingerie, a solid £6.0m increase 
on last year. At the other end of the price 
scale, we have developed our coat and dress 
ranges to achieve an increase in exit prices of 
up to 5%. The availability of our top 20 ‘hero 
lines’ has improved compared to last year, 
contributing to a £3.0m sales increase.
In listening to ongoing feedback from our 
customers, we have continued to develop and 
deliver a greater proportion of contemporary 
product, whilst still ensuring that the fit and 
quality remain appropriate. Evidence of this 
successful execution is our markdown, which 
was 1.3% lower than last year.
We concentrated on rationalising our supplier 
base, reducing our active suppliers from 170 
to 119. However, we have not become too 
dependent on any particular supplier – our 
top 20 suppliers still account for 67% of all 
stock purchases, the same as the year 
before. We are committed to ensuring the 
highest standards are maintained at every 
stage of production and, to support this, we 
are delighted to have appointed an 
experienced Quality & Sourcing Manager, 
whose key responsibility will be to ensure our 
merchandise is safe for our customers, and 
manufactured under secure, fair and humane 
working conditions. 
Multi-channel
T o lead the growth of the multi-channel side 
of our business, in June 2013, we appointed 
our first Multi-channel & Marketing Director. 
With 20 years of relevant retail experience his 
influence has already been felt, with great 
progress made across this area. In the new 
financial year, we will bolster this team’ s 
expertise with a Brand & Catalogue Manager.
Other sales channels
Holidays and gardening are two of the top five 
most popular leisure-time pursuits within the 
50+ demographic. We have therefore started 
exploring the viability of a Bonmarché model 
in other locations, such as garden centres, 
other ‘outlet’ locations and larger footprint 
retailers operating concession models.
Marketing
Our Bonus Club is well established, and 
our customers tell us that they like it. 
Nevertheless, we believe we can better 
reward our most loyal customers, and we will 
therefore seek ways to enhance their benefits 
this year. Additionally, as improvements to our 
product and stores gather momentum, we 
will conduct research that informs us how we 
can best promote Bonmarché to potential 
customers who are yet to discover us.
Progress update
FY14 was the first full year of implementing 
our strategy , following the development of our 
business plan the previous year. I am pleased 
to report that we have made good headway. 
T aking each of the main areas in turn, I set out 
a progress update.
Product
The collection has continued to improve 
significantly this year, as we react to the 
feedback harvested from customers, stores 
and the weekly information that the buying 
and merchandise teams analyse. I report on 
the results of our first initiative to ‘build back 
the sales gaps’ in categories such as coats, 
blouses and skirts, where we were historically 
stronger. This year, these departments have 
contributed an additional £2.4m in sales. 
OUR COLLEAGUES
This year we’ve invested significantly 
in our colleagues because we 
believe that great people make great 
companies. Our people as well as our 
customers continue to be at the heart 
of everything we do. Additionally, we 
have focused on attracting new talent 
in our product and store functions, 
and we have built expertise in the 
multi-channel area, including the 
recruitment of a multi-channel and 
marketing director. Our customer 
insight and logistics functions have 
been restructured so that we are well 
placed to understand our customers 
of tomorrow and how they will want 
to shop. We have also recruited a 
talent manager to both understand 
the functional experts in our business 
and to facilitate successful future hires. 
No.5 
best high  
street shop
Awarded 
No.1 
clothing  
retailer Strategic report
9 Bonmarché Annual Report   2014
We have made a number of relatively low cost, 
store environment and selling improvements 
to the whole store estate, including:
 – the introduction of more mannequins to all 
stores to add threatre to both in-store and 
window displays, overhauls which were 
completed early in the financial year;
 – improvements to our fitting rooms to bring 
them up to a good standard, recognising 
that it will take some time before we are 
able to implement a more widespread 
‘concept fitting room’ upgrade;
 – in response to requests from our 
customers, we introduced ‘tub chairs’ to 
all stores, to cater for the many companions 
who accompany our customers on their 
often weekly shopping trips; and
 – improved our in-store and till point graphics 
to educate our customers on the many 
ways they can shop at Bonmarché.
Additional colleague service initiatives we 
have introduced include:
 – a trained bra advisor in every store;
 – a ‘VM Academy’ to support our stores 
developing their mannequin dressing and 
display standards; and
 – the first full year of our mystery shopper 
‘Customer First’ Programme, where 
we have seen the average store score 
increase from 70% to 77% and the 
‘Net Promoter Score’ increase from 22% 
to an impressive 47%.
Our store estate is functional, but we see 
the potential to develop an environment 
in which our customers more naturally form 
an emotional engagement. T o explore this, we 
tested several new refit concepts at varying 
investment levels in seven stores before 
Christmas. This has provided some good 
insights, and in our second phase we are 
refining the hierarchy of improvements, which 
we started testing in a further seven stores 
during March.
Other sales channels
In the last year, we have opened in two new 
sites within garden centres operated by a 
third party. Regrettably one was forced to 
close due to a fire, but we and our host 
partner have been very encouraged by the 
initial sales results, and have therefore begun 
a roll out programme for FY15. 
In exploring additional locations where we can 
present our offer, we have also begun 
meaningful dialogues with several other third 
parties, and over the course of FY15 we 
expect to develop Bonmarché propositions in 
more new concession type spaces. 
In our e-commerce channel, we have 
delivered:
 – the full year effect of the benefits of our 
2012 website re-platform. Evidence of 
these improvements were most apparent 
during the peak Christmas period;
 – the recruitment of a new online digital 
marketing agency to increase our ability 
to attract new customers to our site;
 – growth of our e-mail database, to 
750,000 customers; and
 – 400 new, web exclusive product lines, 
with the buying teams working closely with 
the multi-channel team, to develop more 
relevant, specific online ranges.
In relation to our Catalogue, we have:
 – issued 550,000, at quarterly intervals 
during the year, which has contributed 
to the increase in sales and become 
established as a powerful marketing tool 
to help develop the stores’ interaction 
with customers; and
 – developed an important tool to both prompt 
our customers to try new collection items 
and to promote repeat purchases.
In our TV shopping channel, we have:
 – delivered better shows, which have driven 
a net sales increase of £0.1m, an increase 
of 71% on last year; and
 – developed our understanding as to which 
products sell best.
Our TV shopping channel will represent a small 
part of the total sales mix, but is a valuable 
and low-cost way of bringing Bonmarché 
to the attention of a wider audience.
Underpinning multi-channel are key 
operational developments, where we have:
 – successfully outsourced a customer call 
centre to a local partner with an established 
empathy with our customers’ age profile; and
 – made improvements to our Christmas 
2013 delivery promise, both by adding 
a ‘next day’ express service and the 
reduction of our delivery charges, to 
ensure we remain competitive.
Stores
Our like-for-like stores have grown sales 10.4% 
year-on-year. Net store numbers fell during 
FY14, mainly as we exited one store 
(Canterbury), occupied under a short-term 
tenancy at will arrangement. We relocated two 
sites (Coventry and Newcastle), and laid the 
foundations of the opening programme for 
FY15, during which we expect five new solus 
sites to open. 
OUR KEY STRENGTHS
Talented and 
dedicated employees
Our colleagues are crucial to the 
successful delivery of our strategic 
objectives. With this in mind, we have 
continued to develop our in-house 
talent and where appropriate invested 
in new expertise.
Experienced management team
We have recruited a talented and 
experienced management team with 
a broad range of experience that matches 
our requirements and our future 
business objectives. 
Strong loyalty
Our deep knowledge of the needs of our 
customers has enhanced customer loyalty 
over the past year. 
The brand
We are dedicated to serving the mature 
female customer and our mission is to be 
the destination multi-channel retailer for 
50+ women, who want style-appropriate, 
quality products at fantastic prices, with 
outstanding service. This mission 
underpins our business plan.
Coherent strategy
Our detailed knowledge of the sector and 
changing demographics, has informed the 
development of a coherent strategy. This 
sector has changed quite significantly over 
the last few years, with several key players 
exiting, the demise of traditional home 
shopping retailers and the more generalist 
retailers migrating to serve a younger 
age profile. 
A transformed business 
Our transformational phase is now 
complete. The last year has seen 
significant changes with respect to 
product, stores and the development of 
our multi-channel offering. This strategy 
has helped transform the way that the 
business operates. We have improved 
processes and built relationships with 
suppliers that have supported growth.
Broad product range with 
scope to diversify
We have broadened our product range 
over the past year, and built greater 
flexibility into our processes in order to 
allow more scope for diversification. 10 Bonmarché Annual Report   2014
CHIEF EXECUTIVE’S REPORT
continued
In total, we expect to open in a further 
15-20 other sites over the course of the new 
financial year. T o support this activity, we have 
promoted one of our most experienced 
Regional Managers to Business Development 
Manager, to identify further opportunities, 
develop and maintain the relationships with 
partners, and lead the opening programme.
The year in review
I am delighted to say we have increased our 
profit before tax from £4.8m to £8.0m, and 
our underlying profit before tax (profit before 
exceptional items) from £6.1m to £11.2m. 
We have achieved this through strong sales 
growth, maintaining stability in our occupancy 
costs, whilst continuing to invest where we 
need to, such as multi-channel, in order to 
continue our growth.
Overall, we have seen underlying costs 
(excluding interest) as a proportion of sales 
reduce from 52.6% for FY13 to 50.2% for 
FY14, and the underlying profit before tax 
margin has therefore improved from 4.1% 
to 6.8%.
Sales growth
Our like-for-like stores have grown a 
respectable 10.4% year-on-year, with the 
main drivers being:
 – product improvements;
 – new window displays;
 – service improvements, delivered through 
store training and the ‘Customer First’ 
Programme; and
 – a contribution from our catalogue, 
e-commerce e-mails and the improved 
Bonus Club customer mailers.
During FY14, net selling space declined, 
and non like-for-like sales therefore reduced 
by £1.2m.
Our multi-channel sales have grown an 
impressive 84%, with the main component of 
the growth being increased visits, up by 90%.
Operations
In general operations we have implemented 
the following initiatives: 
 – restructured our logistics team and 
introduced a more broadly balanced senior 
management level, to support planned 
activity increases;
 – extended the web-fulfilment team to cater 
for the 48% increase in despatch volumes;
 – replaced some of our older HGV’ s. We took 
this opportunity to reshape the fleet to 
achieve a more flexible configuration, which 
will also reduce fuel costs and emissions; and
 – began a project to update our EPOS 
system which will, at maturity, not only 
improve the customer experience at the till, 
but provide the technology for the customer 
to have the ability to purchase any product, 
at any time, from any store, and have it 
delivered to home or to store. The project 
will be implemented in stores through late 
2014 and 2015.
Outlook – the year ahead 
General market 
With regards to the general economic 
outlook, there are both reports and statistics 
that suggest the economy is strengthening, 
albeit slowly. This is welcome news, but we 
are cautious in making assumptions about 
how quickly this will filter through to our 
customers in particular. Our forecasts have 
not incorporated any sales growth as a result 
of a general strengthening in the consumer 
market, and if any such growth materialises, 
it will be an upside to next year’ s plan.
Additionally, Verdict* has predicted a strong 
relative growth in the mature demographic 
and with our particular focus on the 50+ 
female population, we are positive about the 
opportunity this presents for Bonmarché.
10.4%
like-for-like
sales increase
Strategy
FY15 will be the second full year during which 
we execute the strategy set in the calendar 
year 2012. We remain confident that this will 
further enhance the importance of Bonmarché 
to its current customers and bring it to the 
attention of potential new ones. As our 
multi-channel offer becomes more seamless, 
it will also make the brand accessible to 
customers in more remote and perhaps 
international locations.
Therefore, our strategy for FY15 and beyond 
will evolve from this base. As we continue to 
understand more about this demographic, 
we will seek to identify opportunities to further 
complement our core womenswear offer. 
Beth Butterwick 
Chief Executive Strategic report
11 Bonmarché Annual Report   2014
OUR BUSINESS MODEL
TV shopping
High-street  
stores
Other  
locations,  
e.g. garden 
centres
Catalogues Online
allow  
customers  
to shop  
their way
distribute it 
efficiently
In-house  
distribution operation
–  stock picked for stores 
or individual customers
–  delivered to stores via  
in-house fleet or direct to 
customers via third parties
great service = satisfied customers = value creation
Know our customers
source  
great product 
which  
customers  
love
Operate an  
effective supply chain
– ethical
– capable
– cost effective
– flexible
Harvest commercial feedback 
from stores to inform buying 
and marketing decisions
Strategy
Our strategy focuses on four main areas:
– Product
– Improve stores and new space
– Multi-channel
– Other sales channels
Values
Our values (the way we treat people)  
run though everything we do:
– Respect
– Integrity
– Friendly service
– Professionalism
Use insight from customer 
database 12 Bonmarché Annual Report   2014
We have developed a strategy  
focused on four core objectives  
to drive market share
OUR STRATEGY
Clear strategy for growth
Our core purpose of ‘Making women of 
50+ feel fabulous about themselves at 
fantastic prices’ is the foundation of our 
strategy. We have a clear focus on our 
market and a real understanding of what 
our customers want. We believe the 
successful execution of our strategy will 
provide sustainable and long-term growth 
for the business.
We have identified four core growth areas: 
development and enhancement of the 
product range, growing its online and 
multi-channel proposition, the development 
of the Group’ s own store portfolio, and 
developing additional sales channels.
1
develop and  
enhance  
product range
2
improve 
multi-channel 
engagement  
and shopping
3
develop  
store  
portfolio
4
develop 
further sales 
channels
Strategic objectives
Build back gaps in ranges
 – Continue to regain sales in categories 
where Bonmarché was historically strong
Grow under-represented categories
 – Develop categories where our current 
sales mix is under-represented
Develop new categories/David 
Emanuel range
 – Grow the David Emanuel brand through 
new product extensions
Operational improvements
 – Projects to increase accuracy and 
profitability of product and stock 
distribution
Develop e-commerce
 – Improve online marketing to 
increase traffic
 – Improve customer experience to drive 
higher conversion and basket values
Bonus club
 – Clear understanding of our customers, 
using large database
 – Develop improved member benefits to 
build loyalty and attract new customers
 – Personalise and tailor customer 
marketing communications
Other online channels 
 – Increase brand awareness through TV 
selling presence, infomercials and PR
Improve store environment
 – Finalise testing and begin roll out of 
store refit programme  
New stores
 – Grow new store space in strategic-fit 
locations
Customer service improvements
 – Build on existing initiatives to continue 
improving our service proposition
Develop alternative selling channels, 
whilst retaining a strategic fit with 
our core customers. Opportunities 
identified in garden centres, other 
non-high street locations, and 
department stores.
Progress in FY14 – New categories launched include 
lingerie, swimwear and jewellery
 – Strong sales increases seen in both 
traditional and under-represented 
categories
 – Pricing strategy of ‘first price, right price’ 
drove volume growth in core 
departments
 – Supplier rationalisation – 20 suppliers 
now account for 67% of all stock 
purchases
 – Multi-channel and Marketing Director 
appointed
 – Online growth of 84%, driven by full 
year effect of refreshed website, web 
exclusive products and improved 
digital marketing
 – Launched sites on Amazon and eBay
 – Successful introduction of mail order 
catalogue, telephone order line and 
TV shopping channel
 – T ested several new refit concepts
 – Refreshed all stores with improved fitting 
rooms, new window display units, 
improved in-store and till point graphics 
to promote multi-channel service, and 
introduced ‘tub chairs’ to all stores
 – Mystery shopper programme 
developed, showing good, yet 
improving customer satisfaction scores 
 – Retail colleague training increased, 
including training of a well-received bra 
fitting service and visual merchandising 
academy
 – A Business Development Manager was 
appointed to leverage opportunities
 – T wo concessions opened within garden 
centres are showing initially very 
promising results
 – New dialogues commenced with third 
parties to open alternative store space
Priorities for FY15 – Relaunch Ann Harvey brand
 – Continue to develop a more agile 
supply chain
 – EPOS system replacement project 
underway will bring more flexibility 
to fulfilment, and make the whole 
customer experience better connected
 – Improve mobile and tablet offering to 
promote an optimal viewing experience
 – Extend refit trials with plan to roll out 
in 2015/16
 – Five new stores
 – Evolving our colleague training and 
personal development programmes 
to support initiatives
 – Plan for 15-20 additional selling 
locations to open in FY15
For further information see Strategic Pillars, 
pages 14 to 17.
For further information see Strategic Pillars, 
pages 14 to 17.
For further information see Strategic Pillars, 
pages 14 to 17.
For further information see Strategic Pillars, 
pages 14 to 17. Strategic report
13 Bonmarché Annual Report   2014
1
develop and  
enhance  
product range
2
improve 
multi-channel 
engagement  
and shopping
3
develop  
store  
portfolio
4
develop 
further sales 
channels
Strategic objectives
Build back gaps in ranges
 – Continue to regain sales in categories 
where Bonmarché was historically strong
Grow under-represented categories
 – Develop categories where our current 
sales mix is under-represented
Develop new categories/David 
Emanuel range
 – Grow the David Emanuel brand through 
new product extensions
Operational improvements
 – Projects to increase accuracy and 
profitability of product and stock 
distribution
Develop e-commerce
 – Improve online marketing to 
increase traffic
 – Improve customer experience to drive 
higher conversion and basket values
Bonus club
 – Clear understanding of our customers, 
using large database
 – Develop improved member benefits to 
build loyalty and attract new customers
 – Personalise and tailor customer 
marketing communications
Other online channels 
 – Increase brand awareness through TV 
selling presence, infomercials and PR
Improve store environment
 – Finalise testing and begin roll out of 
store refit programme  
New stores
 – Grow new store space in strategic-fit 
locations
Customer service improvements
 – Build on existing initiatives to continue 
improving our service proposition
Develop alternative selling channels, 
whilst retaining a strategic fit with 
our core customers. Opportunities 
identified in garden centres, other 
non-high street locations, and 
department stores.
Progress in FY14 – New categories launched include 
lingerie, swimwear and jewellery
 – Strong sales increases seen in both 
traditional and under-represented 
categories
 – Pricing strategy of ‘first price, right price’ 
drove volume growth in core 
departments
 – Supplier rationalisation – 20 suppliers 
now account for 67% of all stock 
purchases
 – Multi-channel and Marketing Director 
appointed
 – Online growth of 84%, driven by full 
year effect of refreshed website, web 
exclusive products and improved 
digital marketing
 – Launched sites on Amazon and eBay
 – Successful introduction of mail order 
catalogue, telephone order line and 
TV shopping channel
 – T ested several new refit concepts
 – Refreshed all stores with improved fitting 
rooms, new window display units, 
improved in-store and till point graphics 
to promote multi-channel service, and 
introduced ‘tub chairs’ to all stores
 – Mystery shopper programme 
developed, showing good, yet 
improving customer satisfaction scores 
 – Retail colleague training increased, 
including training of a well-received bra 
fitting service and visual merchandising 
academy
 – A Business Development Manager was 
appointed to leverage opportunities
 – T wo concessions opened within garden 
centres are showing initially very 
promising results
 – New dialogues commenced with third 
parties to open alternative store space
Priorities for FY15 – Relaunch Ann Harvey brand
 – Continue to develop a more agile 
supply chain
 – EPOS system replacement project 
underway will bring more flexibility 
to fulfilment, and make the whole 
customer experience better connected
 – Improve mobile and tablet offering to 
promote an optimal viewing experience
 – Extend refit trials with plan to roll out 
in 2015/16
 – Five new stores
 – Evolving our colleague training and 
personal development programmes 
to support initiatives
 – Plan for 15-20 additional selling 
locations to open in FY15
For further information see Strategic Pillars, 
pages 14 to 17.
For further information see Strategic Pillars, 
pages 14 to 17.
For further information see Strategic Pillars, 
pages 14 to 17.
For further information see Strategic Pillars, 
pages 14 to 17. 14 Bonmarché Annual Report   2014
STRATEGIC PILLAR 1
Build back gaps in ranges
 – Coats, blouses, skirts, sales +£2.4m
Grow under-represented categories
 – Dresses, tops and accessories mix,  
increased by £4.3m
Develop Emanuel brand
 – Designed exclusively for Bonmarché, the 
popularity of the expanded David Emanuel 
collection, has continued to increase
Launch Ann Harvey brand
 – Stylish, elegant clothing designed to  
flatter and enhance the fuller figure
1
develop and  
enhance  
product range
further 
opportunities  
for own  
brand
developing  
David  
Emanuel  
brand Strategic report
15 Bonmarché Annual Report   2014
Fastest growing segment
 – Online sales up 84% year-on-year
 – Visitors up 90% year-on-year
 – Email database grown by 50% 
to 750,000 customers
Bonus club
 – Customer loyalty database of  
6.5 million members
 – 1.7 million active members
 – An important insight into customer 
behaviour and spending patterns
Shopping channels
 – Quarterly catalogue established 
as a powerful marketing tool
 – TV shopping sales up 71% year-on-year to 
£0.3m; a low cost way of building the 
Bonmarché brand
2
improve 
multi-channel 
engagement  
and shopping
STRATEGIC PILLAR 2
Our quarterly 
catalogue offers an 
easy way to shop
 +55
fast growing  
online  
demographic  
for retail
improving 
customer 
experience  
online 16 Bonmarché Annual Report   2014
STRATEGIC PILLAR 3
Store refit programme
 – 14 refits completed during the year
Customer service improvement
 – A trained bra adviser in every store
 – Increased net promoter score from  
22% to 47%
3
develop  
store  
portfolio
5
new store openings 
planned FY15
enhanced 
colleague  
training  
for improved 
customer  
service Strategic report
17 Bonmarché Annual Report   2014
STRATEGIC PILLAR 4
Other selling channels
 – Opened two concessions within garden centres
 – Initial results are encouraging and a roll out 
programme is planned for FY15
 – Dialogues with other third parties have begun 
for FY15 openings
Bonmarché 
leisurewear 
designed to fit and 
flatter every figure
Swimwear and beachwear 
accessories across a broad 
range of sizes
Roll out  
of other 
Bonmarché 
sites planned  
for FY15
4
develop 
further sales 
channels 18 Bonmarché Annual Report   2014
KPI Definition Performance
1
Like-for-like  
sales %*
The year-on-year increase in sales from 
stores and concessions which have been 
open throughout the whole of the preceding 
financial year. This KPI excludes online sales.
A strong like-for-like sales performance, and 
all stores delivered sales growth. We see this 
as a valuable KPI despite the increased 
importance of multi-channel.
Strategic area Result
2
Online  
participation %
Online sales as a percentage of total sales. The online participation increased by 64%. 
We were delighted with this but there is still 
much opportunity for the coming years.
Strategic area Result
3
Product  
gross  
margin %*
Product gross profit as a percentage 
of revenue.
As planned, the margin percentage fell 
slightly to facilitate the implementation of two 
parts of the strategy – ‘first price, right price’, 
and the early stages of increasing the 
proportion of near market sourced stock.
Strategic area Result
10.4%
1.3%
FY13 FY14
5.9%
3.6%
FY13 FY14
57.2% 57.5%
FY13 FY14
A range of financial and  
non-financial KPIs is used to measure 
performance and progress against  
 the strategic plan
KEY PERFORMANCE INDICATORS Strategic report
19 Bonmarché Annual Report   2014
KPI Definition Performance
4
Underlying  
PBT margin %
Profit before taxation (PBT) and exceptional 
items as a percentage of turnover.
Strong sales drove a 2.7% increase in 
underlying profit before tax margin, after 
making investments in margin and multi-
channel. The opportunity exists to improve 
this progressively towards levels achieved 
by peers.
Strategic area Result
5
Cash  
balance
Cash held by the Group at the year-end. Following repayment of the remaining loans, 
the cash balance at the end of the year 
was healthy, providing a good starting point 
for FY15.
Strategic area Result
6
Net  
promoter  
score
The proportion of people who would 
recommend the business to another. 
The data is derived from independent 
market research.
This KPI was first measured during FY13, 
and has shown an improving trend. We 
believe our score to compare very favourably 
to those of comparable businesses.
Strategic area Result
6.8%
4.1%
FY13 FY14
£8.2m £8.4m
FY13 FY14
47.0%
22.1%
FY13 FY14
*  The like-for-like and product margin KPIs used are measured and quoted on the same basis as used for internal management reporting. 20 Bonmarché Annual Report   2014
FINANCIAL REVIEW
Stephen Alldridge
Finance Director
T o allow meaningful comparisons to be made 
against prior year figures, this section of the 
report refers to the 52 week period ending 
30 March 2013 as the last year comparison 
period. The abbreviations ‘FY14’ and ‘FY13’ 
are used to refer to the 52 week periods 
ended 29 March 2014 and 30 March 2013, 
respectively. The audited financial statements 
are required by the Companies Act to present 
as the comparison period the trading period 
from 20 January 2012 to 30 March 2013.
For ease of reference, in the table below the 
results for the 15 month period have been split 
into the 52 week period ended 30 March 2013 
and the 79 day period ended 31 March 2012.
Income statement
52 weeks 
ended 
29 March  
2014
£’000
52 weeks 
ended 
30 March  
2013
£’000
79 days  
ended 
31 March  
2012
£’000
Period ended 
30 March  
2013
£’000
Revenue 164,294 146,817 29,141 175,958
Cost of sales (124,516) (116,550) (30,544) (147,094)
Gross profit 39,778 30,267 (1,403) 28,864
Administrative expenses (24,648) (17,513) (6,725) (24,238)
Distribution costs (6,914) (6,882) (1,370) (8,252)
Gain on bargain purchase – – 17,008 17,008
Operating profit 8,216 5,872 7,510 13,382
Analysed as:
Operating profit/(loss) before 
exceptional items 11,466 7,129 (7,101) 28
Exceptional items (3,250) (1,257) 14,611 13,354
Finance income – 1 – 1
Finance costs (231) (1,067) (253) (1,320)
Profit before taxation 7,985 4,806 7,257 12,063
Taxation (2,419) (1,177) (1,333) (2,510)
Profit for the period 5,566 3,629 5,924 9,553
Memo information
52 weeks 
ended 
29 March  
2014
£’000
52 weeks 
ended 
30 March  
2013
£’000
79 days  
ended 
31 March  
2012
£’000
Period ended 
30 March  
2013
£’000
Underlying profit/(loss) before tax 11,235 6,063 (7,354) (1,291)
Property lease costs 16,917 17,186 6,077 23,263
Depreciation 1,829 1,610 231 1,841
Intangibles amortisation 366 333 61 394
Statutory basic earnings per share 
(pence) 23p 2,733p 4,487p 7,220p
Post-exceptional adjusted basic earnings 
per share (assuming post IPO capital 
structure applied throughout) (pence) 11.1p 7.3p 11.8p 19.1p
Profit before tax and 
exceptional items
Group profit before tax was £8.0m (52 weeks 
ended 30 March 2013: £4.8m). Underlying 
profit (profit before tax and exceptional items) 
was £11.2m, an increase of 85.3% on last 
year’ s figure of £6.1m. The underlying profit 
before tax margin increased from 4.1% 
to 6.8%.
This was achieved by increasing sales, whilst 
broadly maintaining gross margins, with 
controlled investment in costs being made 
in certain areas, particularly in relation to 
multi-channel.
Revenue
T otal revenue grew by 11.9% from £146.8m 
to £164.3m. Like-for-like sales increased by 
10.4%, an overview of which is in included in 
the Chief Executive’ s report. Store numbers 
averaged 263 during FY14, compared to 266 
during FY13, and sales decreased by £1.2m 
due to net changes in space. Multi-channel 
sales grew by 84.2%. Strategic report
21 Bonmarché Annual Report   2014
Sales analysis
FY14
£’000
FY13
£’000
% increase/
(decrease)
Like-for-like sales (incl. VAT) 178,177 161,459 10.4%
Net new/closed stores (incl. VAT) 7,034 8,269 (14.9%)
Online (incl. VAT) 11,656 6,329 84.2%
T otal sales 196,867 176,057 11.8%
Other 200 80 151.6%
VAT (32,773) (29,320) 11.8%
T otal revenue 164,294 146,817 11.9%
Gross margins and 
operating expenses
Our strategy to develop our ‘first price, right 
price’ offer, and increase the mix of near-
market suppliers, required a repositioning of 
the margin, and as a result the product gross 
margin declined by 0.3% compared to FY13. 
A larger reduction had been planned, but a 
very strong sales performance through the 
summer season meant that markdown levels 
were lower than expected. 
Underlying operating expenses
1
 grew in 
absolute terms by 6.8%, but reduced from 
52.6% of revenue in FY13 to 50.2%. The 
development of the multi-channel operation 
required an increase in marketing expenditure, 
and payroll costs increased as we 
strengthened our team, including the 
recruitment of Sean Emmett as Multi-channel 
& Marketing Director, and the addition of 
Non-executive Directors to our Board.
Exceptional items
£3.2m of FY14 costs have been classified as 
exceptional (FY13: £1.3m), £3.0m of 
which related to the November 2013 IPO. 
Bonmarché absorbed £1.5m of float related 
costs, the remainder being borne by the 
selling shareholder, an affiliate of Sun Capital 
Partners, Inc. (‘Sun’). In addition, the Company 
was party to a consultancy services agreement 
with Sun, which could not continue following 
the IPO. An early termination of this agreement 
was therefore agreed, in consideration of 
which the Company paid Sun £1.5m. Finally, 
the £0.2m carrying value of the Ann Harvey 
brand was written down to £nil, as the Group 
did not conduct any trade under the brand 
in the year.
The FY13 exceptional costs related to the 
restructuring of the store estate which took 
place during the first six months of the 
calendar year 2012.
Tax
The pre-exceptional effective tax rate is 21.5%, 
which is lower than the 23.0% statutory rate, 
primarily due to a reduction in the deferred 
tax charge resulting from short-term timing 
differences. The post-exceptional tax 
charge of £2.4m represents 30.3% of post-
exceptional profit before tax (FY13: 24.5%). 
This is higher than the statutory rate of 23.0%, 
as we have treated exceptional costs as not 
being fully deductible for tax.
Earnings per share and dividends
The statutory basic earnings per share for the 
year are 23 pence.
In order to compare earnings per share 
year-on-year and to aid future comparisons, 
the weighted average number of shares in 
issue has been restated on a pro-forma basis 
to reflect the post-IPO share capital structure, 
which has significantly more shares than the 
pre-IPO structure. The adjustment assumes 
the total shares issued post-IPO were in issue 
throughout the whole year, and the whole 
of FY13. 
On this basis, post-exceptional adjusted basic 
earnings per share for FY14 were 11.1 pence 
per share and for FY13 were 7.3 pence per 
share, an increase of 52.1%. 
The Board is recommending payment of the 
Group’ s first dividend as a listed entity. This 
will be a final dividend in respect of FY14, 
calculated on a pro-rata basis to reflect the 
proportion of the year during which the 
Group has been listed on the AIM market. 
The dividend to be proposed at the AGM 
on 31 July 2014 is 2.1 pence per share. 
If approved, the dividend with be paid on 
5 August 2014 to shareholders on the register 
on 27 June 2014.
Cash flow
Net cash generated from operating activities 
was £9.5m, after accounting for the £3.0m of 
IPO related costs. This allowed the remaining 
loans to be fully repaid during the year, as well 
as funding the year’ s capex projects.
Cash position 
The Group ended the year with a cash 
balance of £8.2m (slightly inflated due to 
working capital timing differences), and no 
debt (other than some small finance leases), 
underpinning a strong balance sheet. In 
addition, the Group has at its disposal a 
£10.0m revolving credit facility provided by 
Barclays Bank, should seasonal working 
capital fluctuations create the need to use it, 
although this was not necessary at any point 
during the year. The Barclays facility matures 
during May 2016.
Stock
Stock at the year-end was £22.1m, 9.4% 
above the £20.2m balance at the end of FY13.
T erminal stock levels (i.e. residual stocks from 
the 2013/14 Autumn/Winter season) were 
low, providing a good position from which to 
begin the new financial year.
Capital expenditure
Investment in property, plant and equipment 
and intangible assets totalled £4.8m during 
FY14 (FY13: £2.7m). The major areas of 
expenditure were on projects to replace 
the EPOS system, store improvements and 
relocations, and the first part of a two stage 
project to replace the trucks used to deliver 
stock to stores. The EPOS replacement 
project runs over two years, and the 
remaining expenditure in connection with 
this project will be defrayed during FY15. 
Stephen Alldridge 
Finance Director 
13 June 2014
1 
Underlying operating expenses are defined as cost of sales less cost of stock recognised as an expense and included in cost of sales (note 13 of the Group financial statements) 
plus administrative expenses and distribution costs, less exceptional items. 22 Bonmarché Annual Report   2014
PRINCIPAL RISKS AND UNCERTAINTIES
Principal risks – external
Principal risks Risk and impact Mitigation
Economy Almost all of the Group’ s revenue is 
generated in the UK. A deterioration in the 
performance of the UK economy would 
reduce the consumers’ ability or desire to 
purchase discretionary items. A reduction 
in consumer expenditure could adversely 
affect the Group’ s financial condition, 
operations and business prospects.
The effect of economic conditions on 
the business is monitored by the Board. 
The business offers a lower priced, value-
oriented product and the Directors therefore 
consider that the business would be less 
affected by a reduction in discretionary 
expenditure than other clothing retailers. 
In addition, the leased property portfolio 
has relatively short terms, providing the 
flexibility to close or relocate stores should 
it become necessary.
New competitors The Group operates in a competitive 
industry. An existing retailer may expand 
into the business’ s target market, or a 
new entrant to the market may emerge. 
A decline in market share could lead to 
less favourable margins and may have 
a material adverse effect on the Group’ s 
financial condition, operations and 
business prospects.
The Group has adopted a strategy which 
is intended to differentiate it from its closest 
competitors. Senior management regularly 
reviews the competitive landscape, 
supported by for example, third party 
competitor benchmarking research. 
In addition, the ‘Bonus Club’ customer 
database is regularly monitored for evidence 
of changes in trends which might indicate 
the need for the business to take action.
Foreign exchange risk The Group purchases a significant 
proportion of its stock from overseas, and 
is therefore exposed to foreign currency 
risk. Most such overseas purchases are 
paid for in US Dollars. Given that the 
Group’ s sales and operations are 
denominated in Pounds Sterling, it is 
exposed to the effects of changes in the 
Sterling to US Dollar exchange rate. Without 
mitigation, input costs may vary, creating 
uncertainty as to profits and cash flows.
A Treasury Policy sets out the procedures 
and parameters under which foreign currency 
hedging instruments may be purchased. 
The hedging instruments purchased are 
required to manage or reduce the Group’ s 
exposure to foreign currency fluctuations. 
The Group does not speculate on foreign 
currency transactions in order to make 
a profit.
We set out below the principal risks and 
uncertainties that the Directors consider could 
impact the business, and the mitigating 
activities in place to minimise their impact. 
The list highlights the principal risks, but there 
may be other risks to which the business is 
exposed, and the list is not therefore intended 
to be exhaustive.
Risks have been classified as either external, 
in relation to which we are unable to influence 
the likelihood, or internal, in relation to which 
we can influence both likelihood and impact. 
The risks highlighted here have not been 
ranked in any order of priority.
How we identify, assess and 
manage risks
The Board is committed to following good 
corporate governance practice, part of 
which requires a sound risk management 
framework. The Corporate Governance 
Report on pages 29 to 32 includes a 
summary of the main features of our risk 
management and internal control systems.
The Board has delegated certain 
responsibilities in relation to the management 
of risk to senior management. Senior 
management identifies new or emerging risks, 
or changes to risks that are relevant to their 
area of responsibility. Risks are given an 
overall ‘impact’ assessment, having been 
measured against a defined set of likelihood 
and impact criteria. Senior management 
is responsible for monitoring the mitigating 
activities and taking any actions required. 
A key tool used to support the risk 
management process is the Risk Register, 
which records relevant risks that have been 
identified, and tracks the status of any 
mitigating actions or controls.
Risk reporting
Senior management conducts quarterly risk 
reviews at which the Risk Register and other 
risk information is considered. Senior 
management updates the Audit Committee 
on matters relating to risk, on a regular basis, 
and may raise matters on an ad-hoc basis 
if required. Strategic report
23 Bonmarché Annual Report   2014
Principal risks – external
Principal risks Risk and impact Mitigation
Weather conditions The attitude and/or sensitivity of 
Bonmarché’ s customers to changes 
in weather affects when they shop and 
what they buy. Prolonged unseasonal 
or extreme weather conditions (such as 
extended periods of snow and ice in 
winter) may have a material adverse effect 
on the Group’ s business, operations and 
financial condition.
The Directors’ strategy of developing 
alternative sales channels reduces the 
reliance on high street footfall. In addition, 
the business has taken steps to improve the 
availability of core basic product lines, sales 
of which can be more resilient during periods 
of low footfall as a result of adverse or 
unseasonal weather. 
Principal risks – internal
Principal risks Risk and impact Mitigation
Key management The Group’ s Executive Directors and 
senior managers (together, the ‘key 
management’) have in depth knowledge of 
the Group, Bonmarché’ s brands, products 
and target markets, and the women’ s 
fashion industry generally. The Directors 
believe that the retention of its key 
management as well as the recruitment of 
future personnel with similar attributes is 
important to successful business 
performance and strategy implementation. 
The Group’ s Remuneration Policy is 
designed to attract, retain and motivate key 
management and includes a long-term 
incentive scheme and performance-related 
pay. Succession plans are in place for key 
roles and the Group encourages personal 
development for colleagues, to maximise 
the opportunities for internal succession.
Purchase of products 
from overseas
The Group’ s products are predominantly 
manufactured overseas. Senior 
management conducts due diligence to 
ensure that the Group engages with 
business partners that comply with laws, 
regulations and generally accepted 
standards of good practice. Failure to carry 
out sufficient due diligence and to act in 
the event of any negative findings could 
negatively impact reputation, customer 
and investor appeal.
A policy covering the selection of suitable 
suppliers, including review of compliance with 
laws and regulations and good practices is in 
place. Bonmarché is a founder member of the 
‘Ethical Trade Initiative’ and is committed to 
working only with those suppliers who can 
demonstrate that they are committed to the 
ethical treatment of workers. The business is 
also registered with Sedex, an organisation 
that provides an online database allowing 
members to store, share and report information 
on labour standards, health and safety, 
environment and business ethics of suppliers.
Buying and design Failure to successfully identify and react to 
the fashion and clothing preferences of the 
target market could result in lower sales, 
higher markdowns to reduce excess 
inventories and lower profits. The Group’ s 
customer goodwill and brand image could 
be negatively impacted.
Trends and demands are continually reviewed 
by knowledgeable and experienced 
employees who have a high level of market 
awareness. Senior employees conduct 
product and market research and attend 
trade fairs. Internal processes consider store 
and customer feedback on designs, quality 
and demand and management takes action 
where appropriate. Data from the ‘Bonus 
Club’ customer database is considered in 
the development of future season’ s products.
Strategy The success of the strategy is key to 
delivering long-term growth and increasing 
shareholder value. A poor strategy or 
ineffective execution could result in the 
Group’ s planned growth being delayed 
or not achieved. 
The Board reviews strategy and objectives 
on a regular basis. A strategic plan is 
in place and communicated across the 
business. Budgets are aligned to the 
strategic plan and key strategic initiatives are 
allocated dedicated resource to promote 
effective execution. 24 Bonmarché Annual Report   2014
BOARD OF DIRECTORS
Tim Mason
Non-executive Chairman  
(Non-Independent)
Tim Mason has over 30 
years of retail experience, 
with 25 years spent in senior 
management roles (including 
17 at board level). He is 
Managing Director of 
Operations at Sun European 
Partners LLP and was 
appointed Non-executive 
Chairman at Bonmarché in 
October 2013. Tim served 
from 1995 to 2012 as a 
board director at Tesco and 
since 2010 as Deputy CEO 
of Tesco PLC and 
Chief Marketing Officer 
and also as President and 
CEO of Fresh & Easy 
Neighbourhood Market Inc. 
since its founding in 2007. 
Tim also served on the 
boards of Capital 
Radio PLC and Business 
in the Community.
Beth Butterwick
Chief Executive 
Appointed to the Group in 
2011, Beth Butterwick led 
the turnaround of the new 
business strategy. This 
enabled the acquisition of 
the business and assets of 
Bonmarché by Bonmarché 
Limited, an affiliate of Sun 
Capital Partners, Inc., in 
January 2012. With over 
21 years’ retail experience, 
Beth started her career as a 
graduate trainee with Marks 
& Spencer where she 
progressed to Head of 
Buying for the Accessories 
Group. She joined Gap Inc. 
as part of the senior 
management team 
responsible for the European 
expansion. Following this, 
Beth was appointed as 
Commercial Director at MS 
Mode BV, based in the 
Netherlands, where she 
played a key part in its 
performance improvement, 
prior to its acquisition by 
Excellent Retail Brands 
Group in January 2011.
Stephen Alldridge
Finance Director 
Stephen Alldridge joined 
the Group in 2003 and 
has an in-depth knowledge 
of Bonmarché. With 
Beth Butterwick, he led 
the acquisition of the 
business in January 2012 
and has since been closely 
involved in the development 
of strategy, as well as 
overseeing Bonmarché’s 
logistics and IT operations, 
and leading the successful 
IPO in November 2013. 
Before joining Bonmarché, 
he was a financial controller 
at The Peacock Group plc, 
which he joined in 1996. 
He qualified as a Chartered 
Accountant with Ernst & 
Young, following which he 
spent two further years 
with the firm working as a 
corporate recovery manager.
Ishbel Macpherson
Senior Independent  
Non-executive Director
Ishbel Macpherson has eight 
years of experience acting 
as a non-executive director 
on the boards of various 
companies in different 
sectors, including 
pharmaceuticals, retail and 
support services. Prior to 
acting as a non-executive 
director, Ishbel worked in the 
finance sector, as Head of 
UK Emerging Companies 
Corporate Finance at 
Dresdner Kleinwort 
Wasserstein between 1999 
and 2005, Head of Smaller 
Companies, Corporate 
Finance at Hoare Govett 
between 1994 and 1999, 
and as Director of Corporate 
Finance at BZW between 
1989 and 1994.
Ishbel is Chairman of 
the Audit Committee 
and a member of the 
Remuneration Committee.
John Coleman
Independent  
Non-executive Director
John Coleman has 14 years 
of experience acting as a 
non-executive director on 
the boards of various 
companies in different 
sectors, including builders 
merchants, travel/leisure 
and retail, including the 
value fashion retail segment. 
As well as acting as a 
non-executive director, John 
worked as CEO of House of 
Fraser between 1996 and 
2006 and as CEO of Texas 
Homecare and Ladbrokes 
plc between 1993 and 
1995. Before that he was 
Managing Director 
of Dorothy Perkins from 
1991 to 1993, Managing 
Director of Top Man and 
Top Shop from 1990 to 
1991 and Managing Director 
of Top Shop from 1986 to 
1990, all at the Burton 
Group. John is a qualified 
accountant.
John is Chairman of the 
Remuneration Committee 
and a member of the 
Audit Committee. Governance
25 Bonmarché Annual Report   2014
TRADING BOARD
Caroline Cotton
Buying Director 
Caroline Cotton joined the 
Group in October 2011 and 
heads up the Buying and 
Design function of the 
Group and is responsible 
for supplier relations and 
compliance. Previously, she 
spent eight years at AIS, 
followed by ten years at 
Kaleidoscope, two years 
at Adams and eleven years 
at M&Co.
Jeff Bee
Merchandising Director 
Jeff Bee joined the Group in 
June 2012. He heads up the 
Merchandising function of 
the Group and takes 
responsibility for the levels 
of stock the Group 
maintains, pricing and the 
product mix. Previously, 
he spent 12 years at Next, 
three years at Matalan and 
ten years as a consultant 
to companies such as 
Marks & Spencer, Dixons 
Group, Faith and Republic.
Mark Pickersgill
Retail Director 
Mark Pickersgill joined the 
Group in August 2008 to 
head up retail operations, 
store portfolio and store 
design and visual 
merchandising for the 
Group. Previously, he spent 
four years at C&A, six years 
at Top Shop, two years at 
Next, three years at 
Gymboree and seven years 
at Peacocks.
Sean Emmett
Multi-channel and  
Marketing Director
Sean Emmett joined the 
Group in June 2013 to head 
up the multi-channel and 
marketing function of the 
Group. He is responsible for 
marketing, for developing 
Bonmarché’s multi-channel 
offer and driving sales 
through channels such 
as e-commerce, catalogue, 
call centre and TV shopping. 
Previously, he spent 20 years 
at Next, three years at 
Marks & Spencer and two 
and a half years at Jessops. 26 Bonmarché Annual Report   2014
DIRECTORS’ REPORT
Directors
The Directors who held office during the 
period and up to the date of signing the 
financial statements were:
Beth Butterwick (appointed  
5 August 2013)
Stephen Alldridge (appointed  
5 August 2013)
Tim Mason (appointed  
17 October 2013)
Ishbel Macpherson (appointed  
14 October 2013)
John Coleman (appointed  
14 October 2013)
Directors’ interests
Information about the Directors’ interests in 
the shares of the Company can be found in 
the Directors’ Remuneration Report.
Directors’ indemnities
As permitted by the Articles of Association, 
the Directors have the benefit of an indemnity 
which is a qualifying third party indemnity 
provision as defined by s234 of the Companies 
Act 2006. The indemnity was in force 
throughout the financial period and at the 
date of approval of the financial statements. 
The Group also purchased and maintained 
throughout the financial period Directors’ and 
Officers’ liability insurance in respect of itself 
and its Directors.
Reappointment of Directors
In accordance with the Company’ s Articles of 
Association, all the Directors offer themselves 
for election at the AGM, as they were 
appointed during the year.
Employees
The Group employs 2,866 employees and 
had 1,505 full time equivalent employees at 
the year-end.
Employee involvement
The Group’ s policy is actively to involve its 
employees in the business and to ensure that 
matters of concern to them, including the 
Group’ s aims and objectives and the financial 
and economic factors which impact thereon 
are communicated in an open and regular 
manner. This is achieved principally through 
regular senior management meetings and 
briefings both on a national and regional 
basis, and augmented by retail conferences 
held at appropriate intervals. 
Introduction
The Directors present their Annual Report and 
the audited consolidated financial statements 
for the year ended 29 March 2014.
The disclosure requirements of the Companies 
Act 2006 and, where the Directors have 
deemed it appropriate, the Listing Rules and 
the UKLA Disclosure and Transparency Rules, 
have been met by the contents of this 
Directors’ Report, along with the Strategic 
Report, and the Directors’ Remuneration 
Report which should therefore be read in 
conjunction with this report.
The Company
Bonmarché Holdings plc (the ‘Company’) is a 
company incorporated and domiciled in the 
UK, with the registered company number 
08638336. The Company was incorporated 
on 5 August 2013 as Bonmarché Holdings 
Limited, a wholly owned subsidiary of 
BM Holdings S.à r.l.
On 26 September 2013 it acquired the share 
capital of Bluebird UK T opco Limited from BM 
Holdings S.à r.l. and minority shareholders, in 
a share-for-share exchange. Bluebird UK 
T opco Limited had subsidiary undertakings, 
which included Bonmarché Limited, a 
company whose principal activity is as a 
multi-channel retailer of high quality, affordable 
womenswear and accessories. A list of the 
Company’ s subsidiaries can be found in 
Note 10c of the Company financial statements. 
On 1 November 2013 Bonmarché Holdings 
Limited re-registered as Bonmarché Holdings 
plc and on 20 November 2013 listed on the 
AIM market of the London Stock Exchange.
Share capital
Details of the share capital of the Company 
from incorporation to 29 March 2014 
are shown in Note 5c of the Company 
financial statements. 
The Bonmarché Employee Benefit Trust 
(‘EBT’) was established during the year. 
It owns certain shares jointly with certain 
members of a senior management share 
scheme, pursuant to the rules of the scheme. 
Details of the shares held by the EBT and the 
share scheme can be found in notes 24 and 
21 respectively, of the Group financial 
statements.
A management equity plan exists to 
incentivise the Executive Directors and 
Senior Managers. 
The Directors are committed to delivering 
the highest standards of health and safety 
for employees and for others who may 
be affected by the Group’ s activities, in 
particular, customers.
The Group is committed to employing the 
right people, training them well, and coaching 
and promoting from within wherever possible. 
Well trained and motivated people are key to 
the Group’ s customer oriented and profit 
driven culture, and are fundamental to the 
long-term success of the business.
Disabled employees
The Group’ s policy is to give equal 
consideration to all applicants for employment 
including disabled people. Career 
development and training are available to all 
employees and those who become disabled 
are afforded every assistance to enable them 
to continue in their career, including retraining 
where necessary.
Annual General Meeting 
and dividends
The Annual General Meeting (‘AGM’) will be 
held on 31 July 2013 at 12.00pm at the 
registered office, Jubilee Way, Grange Moor, 
Wakefield, West Yorkshire, WF4 4SJ.
The Directors have proposed a final dividend 
of 2.1 pence per share, amounting to a 
dividend of £1.1m, which is subject to 
approval by the shareholders at the AGM. 
In line with the requirements of IAS 10 – 
‘Events after the reporting period’, this 
dividend has not been recognised as 
a liability in the financial statements. 
The Directors are proposing the establishment 
of an All Employee Save As You Earn scheme 
and a Share Incentive Plan, for which 
shareholder approval will be sought at the 
AGM. The current shareholding structure may 
prevent the schemes from being implemented 
immediately, but the Board’ s intention, having 
established the infrastructure, is to activate 
the schemes as soon as circumstances allow. Governance
27 Bonmarché Annual Report   2014
In reaching this conclusion, the Directors have 
assessed the Group’ s current performance 
and position and factors that may affect the 
Group’ s future prospects. 
The Group’ s financial and cash position is 
strong, as it had a positive cash balance at 
the year-end of £8.2m and no material debt. 
It also has in place a £10m Revolving Credit 
Facility (‘RCF’), which matures in May 2016. 
The RCF requires the Group to comply with 
certain financial covenants, which have been 
met during the financial year, and since 
the year-end. The Directors have reviewed 
forecasts and projections and consider that 
the Group has adequate banking facilities to 
meet its operational and capital commitments. 
The future prospects of the Group are positive 
as it operates in a sector of the market that is 
forecast to grow in future years and has a 
robust business plan. The Directors consider 
that the market growth, alongside strategic 
developments, will yield positive growth for 
the Group.
The Directors therefore have a reasonable 
basis on which to satisfy themselves that the 
business is a going concern. 
Events after the year-end
Between 29 March 2013 and the date of this 
report, there have been no material events.
The Strategic Report, the Directors’ Report 
and the Directors’ Remuneration Report were 
approved by the Board.
On behalf of the Board 
Stephen Alldridge 
Director 
13 June 2014
External auditors 
PricewaterhouseCoopers LLP have issued 
their independent report on these financial 
statements to the shareholders of Bonmarché 
Holdings plc. The report can be found on 
page 39. 
Disclosure of information to auditors
Each Director, as at the date of this report, 
has confirmed that insofar as they are aware 
there is no relevant audit information (that is, 
information needed by the Company’ s 
auditors in connection with preparing their 
report) of which the Company’ s auditors are 
unaware, and they have taken all the steps 
that they ought to have taken as a director 
in order to make themselves aware of any 
relevant audit information and to establish 
that the Company’ s auditors are aware of 
that information. This confirmation is given 
and should be interpreted in accordance 
with the provisions of s418 of the 
Companies Act 2006.
Reappointment
The auditors, PricewaterhouseCoopers LLP , 
have indicated their willingness to continue 
in office and a resolution that they be 
re-appointed will be proposed at the AGM.
Financial risk management
Financial risk management objectives and 
policies, including information on financial 
risks that materially impact the Group, can 
be found in note 2 of the Group financial 
statements. The policy for hedging forward 
foreign currency payments can be found 
within the ‘Derivative financial instruments 
and hedging activities’ section of note 1 
of the Group financial statements.
Other information
Going concern
The Directors consider that the business is 
a going concern and that it is appropriate to 
prepare the financial statements on a going 
concern basis.  28 Bonmarché Annual Report   2014
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Statement of responsibility 
of the Directors
Each of the Directors, whose names and 
functions are listed on page 24, confirm that, 
to the best of each persons knowledge:
 – the financial statements, which have been 
prepared in accordance with applicable 
IFRSs as adopted by the EU, give a true 
and fair view of the assets, liabilities, 
financial position and profit or loss of the 
Group; and
 – the Strategic Report and the Directors’ 
Report contained in the Annual Report on 
pages 6 to 27 includes a fair review of the 
development and performance of the 
business and the position of the Group, 
together with a description of the principal 
risks and uncertainties that they face.
Approved by the Board and signed on 
its behalf: 
Beth Butterwick 
Chief Executive 
13 June 2014 
Stephen Alldridge 
Finance Director 
13 June 2014
The Directors are responsible for keeping 
adequate accounting records that are 
sufficient to show and explain the Parent 
Company’ s transactions and disclose with 
reasonable accuracy at any time the financial 
position of the Parent Company and the 
Group and enable them to ensure that the 
financial statements and the Directors’ 
Remuneration Report comply with the 
Companies Act 2006 and, as regards the 
Group financial statements, Article 4 of the 
IAS Regulation. 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.
The Directors are responsible for the 
maintenance and integrity of the Group’ s 
website, www.bonmarcheplc.co.uk. 
Legislation in the UK governing the 
preparation and dissemination of financial 
statements may differ from legislation in other 
jurisdictions. 
The Directors consider that the Annual Report 
and Accounts, taken as a whole, is fair, 
balanced and understandable and provides 
the information necessary for shareholders to 
assess the Group’ s performance, business 
model and strategy.
Directors’ responsibilities in 
respect of the Annual Report 
and financial statements
The Directors are responsible for preparing 
the Annual Report, the Directors’ 
Remuneration Report and the financial 
statements in accordance with applicable law 
and regulations. 
Company law requires the Directors to 
prepare financial statements for each financial 
period. Under that law the Directors have 
prepared the Group financial statements in 
accordance with International Financial 
Reporting Standards (‘IFRSs’) as adopted by 
the European Union (‘EU’) and the Parent 
Company financial statements in accordance 
with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom 
Accounting Standards and applicable law).
Under company law the Directors must not 
approve the financial statements unless they 
are satisfied that they give a true and fair view 
of the state of affairs of the Group and the 
Parent Company and of their profit or loss for 
the period. In preparing these financial 
statements, the Directors are required to:
 – select suitable accounting policies and then 
apply them consistently;
 – make judgements and accounting 
estimates that are reasonable and prudent;
 – state whether applicable IFRSs as adopted 
by the EU and applicable UK Accounting 
Standards have been followed, subject to 
any material departures being disclosed 
and explained in the Group and Parent 
Company financial statements;
 – prepare the financial statements on the 
going concern basis unless it is 
inappropriate to presume that the Group or 
Parent Company will continue in business. Governance
29 Bonmarché Annual Report   2014
CORPORATE GOVERNANCE
Tim Mason
Chairman
Dear shareholder,
Principles of Corporate Governance
As a Board we recognise that applying sound 
governance principles in running the Company 
is essential. We apply the Quoted Companies 
Alliance Corporate Governance guidelines 
(the ‘QCA code’) which are widely recognised 
as a benchmark for corporate governance 
of smaller quoted companies and are 
therefore most appropriate to Bonmarché. 
The Company also intends to comply with 
elements of the UK Corporate Governance 
Code (the ‘UK Code’) to the extent that it 
is appropriate to do so for a company of 
its nature and size. 
The Company and its advisers carried out 
a review of its governance procedures and 
practices at the time of the initial public 
offering in November 2013 and introduced 
a number of new policies. Further information 
is given in the report below. We believe this 
has given us a firm foundation for working 
towards compliance with the UK Code 
in due course.
The Board
Myself and two new Non-executive Directors 
were appointed in October 2013 and I believe 
we have a Board that will support and 
challenge executive management to deliver 
its objectives.
As Chairman, I would like to state my full 
commitment to maintaining high standards 
of corporate governance and to being 
transparent about our arrangements and 
intentions for future improvement. This 
report should be seen as a step towards 
these goals which will further develop as 
the Company evolves. 
Tim Mason 
Chairman 
13 June 2014
An effective management framework
Operation of the Board and its Committees
Plc Board
Audit 
Committee
Remuneration 
Committee
Executive 
Directors
Trading  
Board
Accountability
Delegation
The role of the Board
At flotation a new Schedule of Matters 
Reserved for the Board was agreed which 
sets out the Board’ s responsibilities. The key 
responsibilities of the Board are:
 – the overall management of the Group;
 – approval of long-term objectives and 
strategy;
 – approval of revenue and capital budgets 
and plans;
 – oversight of operations ensuring adequate 
systems of internal control and risk 
management are in place, ensuring 
maintenance of accounting and other 
records and compliance with statutory and 
regulatory obligations;
 – review of performance in the light of strategy 
and budgets, ensuring any necessary 
corrective actions are taken;
 – approval of the audited financial statements, 
Annual Report, material contracts and 
major projects;
 – approval of the dividend policy;
 – determining changes to structure, size and 
composition of the Board;
 – determining remuneration policy for the 
Directors and senior executives and 
approval of the remuneration of the 
Non-executive Directors; and
 – approval of communications with 
shareholders and the market. 30 Bonmarché Annual Report   2014
Composition of the Board
The Board consists of five Directors: the 
Chairman, two Executive Directors, and two 
Non-executive Directors. It is therefore 
compliant with the UK Code requirement that 
companies below the FTSE 350 should have 
at least two independent directors. In view of 
his relationship with Sun Capital, the 
Company’ s largest shareholder, the Chairman 
was not considered to be independent on his 
appointment. However, the two Non-
executive Directors are fully independent. 
The Board’ s composition is geared towards 
the current stage of development of the 
business. Its skill set includes extensive 
knowledge of the retail sector and City related 
matters. Details of the experience and 
background of each of the Directors is given 
in their biographies on page 24.
Appointments to the Board and re-election
Due to the size of the Group the Directors 
have decided that issues concerning the 
nomination of Directors will be dealt with by 
the Board rather than a committee. 
With regard to re-election of Directors the 
Company is governed by its Articles of 
Association (‘Articles’). Under the Articles, 
the Board has the power to appoint a Director 
during the year but any person so appointed 
must stand for election at the next Annual 
General Meeting. At each Annual General 
Meeting (‘AGM’), one-third of the Directors 
(or the number nearest to but not exceeding 
one-third if the number of Directors is not a 
multiple of three) must retire from office. Any 
Director who has been a Director at each 
preceding two Annual General Meetings and 
has not been re-appointed since, must retire 
from office at the next AGM. The Director is 
then eligible to stand for re-appointment by 
the shareholders. In accordance with the 
Articles, all Directors will stand for election at 
the AGM, as they were all appointed during 
the year.
Division of responsibilities 
Chairman and Chief Executive
The division of responsibilities between the 
Chairman and Chief Executive has been 
agreed and approved by the Board. 
A summary of the main responsibilities of 
each role is available on the Company’ s 
website (www.bonmarcheplc.co.uk).
Senior Independent Director
Ishbel Macpherson is the Senior Independent 
Director.
Non-executive Directors
The Non-executive Directors’ letters of 
appointment set out their duties and the level 
of commitment expected. Non-executive 
Directors are appointed for an initial three year 
term with typical tenure expected to be two 
three year terms, subject to re-election by 
shareholders. They are expected to commit 
at least 15½ days per annum to their role. 
Key elements of the Non-executive Directors’ 
roles are:
 – Strategy – constructively challenge and 
contribute to the development of strategy;
 – Performance – scrutinise the performance 
of management in meeting agreed goals 
and objectives and monitor reporting of 
performance;
 – Risk – to satisfy themselves in relation to the 
integrity of financial information and that 
financial controls and systems of risk 
management are robust; and
 – People – determine appropriate levels of 
remuneration of Executive Directors and 
oversee the appointment of Executive 
Directors and succession planning.
Development, information and support
The Directors are encouraged to attend 
training and continuing professional 
development courses as required. Updates 
will be given to the Board on developments 
in corporate governance and regulations 
as appropriate. 
The Finance Director, Stephen Alldridge, is 
also the Company Secretary and supports 
the Chairman in ensuring that the Board 
members receive the information and support 
they need in order to carry out their roles. 
An induction programme will be provided for 
any Directors joining the Board. This applied 
to the new Non-executive Directors who 
joined in October 2013 and consisted of 
briefings from the Chairman, Chief Executive, 
Finance Director and the Group’ s advisers, 
and visits to the head office, distribution 
centre and stores.
Conflicts of interest
Under the Articles, the Directors may 
authorise any actual or potential conflict of 
interest a Director may have, and in 
connection with this may impose any 
conditions on the Director that are felt to be 
appropriate. Directors are not able to vote in 
respect of any contract, arrangement or 
transaction in which they have a material 
interest and in such circumstances they are 
not counted in the quorum.
A process has been developed to identify any 
of the Directors’ potential or actual conflicts of 
interest. This includes declaring any potential 
new conflicts before the start of each Board 
meeting.
Performance evaluation
A formal performance evaluation has not 
been carried out during the year as three of 
the Board members are new to the Company. 
There needs to be a period of time over which 
the Board operates together before any 
meaningful assessment can be made. In 
December the Board engaged Clare 
Chalmers of IDDAS to survey all of the 
Directors about their expectations on how the 
Board should operate. She delivered her 
report to the December Board meeting. The 
Board intends to carry out a formal evaluation 
during 2015.
CORPORATE GOVERNANCE
continued Governance
31 Bonmarché Annual Report   2014
Board  
meetings
Audit Committee 
meetings
Remuneration 
Committee meetings
Tim Mason 6/6 – –
Ishbel Macpherson 6/6 2/2 3/3
John Coleman 6/6 2/2 3/3
Beth Butterwick 6/6 – –
Stephen Alldridge 6/6 – –
Note:
The number of meetings attended is reported out of the number of the meetings that the Director was eligible to attend.
How the Board operates
The Board meets at regular intervals and has 
met six times between the Company’ s 
admission to AIM and 13 June 2014. 
Directors also have ongoing contact on a 
variety of issues between formal meetings. 
Directors are encouraged to question and 
voice any concerns they may have on any 
topic put to the Board for debate.
The Board is supported in its work by Board 
Committees which are responsible for a 
variety of tasks delegated by the Board. 
Attendance at Board and Committee 
meetings by the Directors is shown above.
In relation to the Audit and Remuneration 
Committee meetings, Tim Mason, the 
Chairman, attends as an observer.
In addition, a Trading Board meets on a 
regular basis. This consists of the Chief 
Executive, who chairs the Trading Board, 
Finance Director, Buying Director, 
Merchandise Director, Retail Director and the 
Multi-channel and Marketing Director. The 
responsibility of the Trading Board is to 
oversee the day-to-day management of the 
Group’ s business, implement the strategy and 
policies of the Board and review progress and 
financial performance against approved 
budgets and plans. The proceedings of the 
Trading Board are reported to the Board by 
the Chief Executive.
What the Board did during the year
There are a number of standing and routine 
items included for review on each Board 
agenda. These include the Chief Executive’ s 
report, financial reports, consideration of 
reports from the Board Committees, proposed 
new store openings and investor relations 
updates. In addition, there are periodic 
presentations and updates from members 
of the Trading Board in relation to strategic 
developments or operational matters. 
The Board Committees
Membership of the two Board Committees 
is comprised of the two independent 
Non-executive Directors. As such they are 
compliant with both the UK and QCA Codes.
Each Board Committee has approved T erms 
of Reference setting out their responsibilities. 
The T erms of Reference were approved 
by the Board during the year. These are 
available on the Company’ s website  
www.bonmarcheplc.co.uk. Details of the 
operation of the Board Committees are set 
out in their respective reports below. All of the 
Board Committees are authorised to obtain, 
at the Company’ s expense, professional 
advice on any matter within their T erms of 
Reference and to have access to sufficient 
resources in order to carry out their duties.
The Group is controlled by BM Holdings S.à r.l. 
which owns 52.4% of the Company’ s issued 
share capital. BM Holdings S.à r.l.’ s ultimate 
parent company is a private equity investment 
fund advised by an affiliate of Sun Capital 
Partners, Inc.
Upon admission to AIM, the Company 
entered into a Relationship Agreement with 
BM Holdings S.à r.l., Investec and Sun Capital 
Partners Management V , LLC. The 
Relationship Agreement exists to ensure that 
the Group is capable of carrying on its 
business independently of its parent group, 
and that transactions and relationships 
between the Group and the Parent 
Company’ s group are conducted on an arm’ s 
length commercial basis such that the 
Company continues to satisfy the 
appropriateness criteria for trading on AIM. 
The Relationship Agreement also regulates 
the provision of any consulting services by 
Sun Capital Partners Management V , LLC 
to the Company.
Accountability
Risk management and internal 
control systems
Introduction
In the period leading up to the Group’ s Initial 
Public Offering in November 2013, 
management reviewed its risk management 
and internal control policies and procedures, 
to ensure that the framework was appropriate 
for a publicly owned company.
Risk governance
Effective risk management is key to the 
long-term success of the business and 
it requires an appropriate risk governance 
structure. The governance structure and 
processes should be appropriate to the size 
and complexity of the business, its culture, 
its risk appetite and tolerance. 
Bonmarché’ s risk governance framework is 
based on its organisational structure, to make 
use of established lines of accountability. 
The Board has delegated specific duties 
in relation to risk management and internal 
control to the Audit Committee. The Audit 
Committee periodically reviews the 
adequacy and effectiveness of the risk 
management framework.
Executive Directors and senior management 
are responsible for managing the risk 
framework and internal control system, 
for reviewing the framework to identify 
opportunities for improvement, and 
for reporting its effectiveness to the 
Audit Committee.
Board
 – provides oversight, direction and sets 
the tone
 – receives reports from Audit Committee
Audit Committee
 – endorses risk appetite, tolerance 
and policy
 – reviews risk profile and reporting
Executives and senior management
 – manage and identify risk
 – support risk culture
Employees
 – comply with risk procedures
 – identify risks 32 Bonmarché Annual Report   2014
CORPORATE GOVERNANCE
continued
Risk management framework
The risk management framework sets out 
the policies and procedures for managing 
risk. It is designed to allow:
 – risk to be assessed and managed in a 
balanced and proportionate manner;
 – the implementation of effective controls; 
 – clear understanding of roles and 
responsibilities in relation to risk 
management;
 – continuous improvement of risk 
management and controls; and 
 – consistent application of procedures as a 
result of having defined policies and 
procedures in place.
Key features of the risk management and 
internal control systems
The key areas which the framework details, are:
 – risk governance environment (as described 
above);
 – framework foundations, incorporating a 
Risk Management Policy, scope, risk 
appetite and descriptions of roles and 
responsibilities; and
 – framework arrangements, incorporating 
risk management procedures to gather and 
document risk information relating to new 
risks, progress on any mitigations requiring 
action, changes to current risks or 
mitigations and changes to the overall 
risk profile. 
A Risk Register is an important feature of 
our risk framework arrangements, as it 
documents the identification, assessment 
and treatment of risks, and any mitigations 
requiring action.
Principal risks and uncertainties
The Directors have identified the risks and 
uncertainties facing the Group, management 
of which are considered key to the successful 
implementation of strategy and long-term 
growth. The risks and how we mitigate them, 
are described on pages 22 to 23.
Financial and business reporting
The Board seeks to present a fair, balanced 
and understandable assessment of the 
Group’ s position and prospects in all half year, 
full year and any other price-sensitive reports 
and other information published externally. 
The Board receives a number of reports, 
including those from the Audit Committee, to 
enable it to monitor and clearly understand 
the Group’ s financial position. A new 
Disclosure Policy was put in place during the 
year to enhance the process for ensuring that 
price-sensitive information is identified 
effectively and all communications with the 
market are released at the appropriate times.
Anti-fraud, bribery and corruption
The Company aims to promote honest and 
ethical conduct. T o support this, it has in 
place an anti-bribery policy which aims to 
ensure compliance with the Bribery Act 2010.
Whistleblowing
During the year, the Company put in place a 
written policy and formal procedures to 
ensure that colleagues could confidentially 
raise concerns about possible improprieties. 
This included guidance on raising the 
concerns internally, and providing external, 
independent whistleblowing advice from the 
charity Public Concern at Work. 
Relations with shareholders
The Board is committed to maintaining an 
ongoing communication with the Company’ s 
shareholders. The Directors support 
communications with institutional and private 
shareholders and encourages their 
participation at the Company’ s Annual 
General Meeting. 
The Company uses its corporate website 
(www.bonmarcheplc.co.uk) to communicate 
with shareholders. This contains the latest 
announcements, press releases, published 
financial information, and other information 
about the Company.
The Annual Report and Accounts is a key 
communication document and is also 
available on the Company’ s website. 
This year’ s Annual General Meeting (AGM) 
of the Company will be held on 31 July 2014 
at the Company’ s Registered Office. The 
Notice of AGM is available on the Company’ s 
website at www.bonmarcheplc.co.uk. The 
Notice of AGM will be sent out at least 20 
working days before the meeting. Separate 
resolutions are provided in relation to each 
issue so that they can be given proper 
consideration. Proxy votes are counted and 
the level of proxies lodged on each resolution 
reported after it has been dealt with by show 
of hands. Governance
33 Bonmarché Annual Report   2014
AUDIT COMMITTEE REPORT
Dear shareholder,
On behalf of the Board, I am pleased to 
present the first Audit Committee report since 
the Company listed on AIM in November 
2013. The new Committee has the required 
membership, independence and experience 
to remain objective and to support the 
management of an AIM listed company.
The Audit Committee is responsible for 
ensuring that the financial performance of the 
Group is properly reported and reviewed. Its 
role includes monitoring the integrity of the 
financial statements (including annual and 
interim accounts and results announcements), 
reviewing internal control and risk 
management systems, reviewing any 
changes to accounting policies, reviewing 
and monitoring the extent of the non-audit 
services undertaken by external auditors 
and advising on the appointment of 
external auditors. 
The Committee has developed an agenda 
which will enable it to review those areas 
of responsibility and provide oversight 
of management and external auditors. 
In particular, in the forthcoming year it 
will examine the risk and internal control 
framework to assess the adequacy of the 
controls the Company has established 
around financial and business processes. 
The systems the Company had in place as 
it moved from a private company to an AIM 
listed entity were sound. Our agenda for the 
year is to keep these under review and work 
with management and the Board to ensure 
that we maintain a robust control framework.
As a Committee, we intend to comply with 
best practice as advised by various corporate 
governance bodies, where practical and 
appropriate for a company of Bonmarché’ s 
size and maturity. In the year under review 
non-audit fees paid to the auditor were 
greater than the audit fee. This was as a result 
of the auditors’ involvement in the Company’ s 
IPO. In future years it is the policy of the 
Committee that this will not be the case, other 
than in circumstances where the particular 
knowledge of the auditors or the urgency 
of the need for assistance best places 
them to perform the work required. In all 
circumstances, this would only be with the 
consent of the Committee after careful 
consideration.
Finally, I’d like to thank management and the 
Group’ s auditors on behalf of the Committee 
for the thorough induction and ongoing 
co-operation in providing the Committee with 
the necessary information and assistance 
during the period. 
Ishbel Macpherson 
Chairman of the Audit Committee 
13 June 2014
Members of the Audit Committee
The Committee consists of two independent 
Non-executive Directors: me (as Chairman) 
and John Coleman. The Chairman of the 
Company, Tim Mason attends as an 
observer. Beth Butterwick and Stephen 
Alldridge may attend the Committee 
meetings by invitation. 
The Audit Committee met twice in the year.
The Board is satisfied that I, as Chairman of 
the Committee, have recent and relevant 
financial experience. A representative from 
Prism Cosec acts as Secretary to the 
Committee. I report the Committee’ s 
deliberations at the next Board meeting and 
the minutes of each meeting are made 
available to all members of the Board.
Duties
The main duties of the Audit Committee are 
set out in its T erms of Reference, which are 
available on the Company’ s website  
(www.bonmarcheplc.co.uk), and include 
the requirements:
 – to monitor the integrity of the financial 
statements of the Group, including its 
annual and half year reports;
 – to review and challenge where necessary 
any changes to, and the consistency of, 
accounting policies, whether the Group has 
followed appropriate accounting standards 
and made appropriate estimates and 
judgements, taking into account the views 
of the external auditors, the going concern 
assumption and all material information 
presented with the financial statements;
 – to keep under review the effectiveness of the 
Group’ s internal control systems (including 
financial, operational and compliance 
controls and risk management) and to 
review and approve the statements to be 
included in the Annual Report concerning 
internal controls and risk management;
 – to assess regularly the need for an internal 
audit function;
 – to consider and make recommendations 
to the Board, to be put to shareholders 
for approval at the Annual General 
Meeting, in relation to the appointment, 
re-appointment and removal of the 
Company’ s external auditors;
 – to ensure that at least every ten years the 
audit services contract is put out to tender;
Ishbel Macpherson
Audit Committee Chairman 34 Bonmarché Annual Report   2014
AUDIT COMMITTEE REPORT
continued
 – to oversee the relationship with the external 
auditors including approval of their 
remuneration, approval of their terms of 
engagement, assessment annually their 
independence and objectivity taking into 
account relevant professional and regulatory 
requirements and the relationship with the 
auditors as a whole, including the provision 
of any non-audit services;
 – to meet regularly with the external auditors 
and at least once a year, without any 
Executive Director or other member of 
management present to discuss any issues 
arising from the audit;
 – to review and approve the annual audit plan 
and review the findings of the audit; and
 – to review the Group’ s arrangements for its 
employees and contractors to raise 
concerns in confidence about possible 
improprieties in financial reporting or other 
matters, the Group’ s procedures for 
detecting fraud and the Group’ s anti-
bribery procedures.
Principal activities during the year
The main items of business considered by the 
Audit Committee during the period between 
AIM admission and the year-end included:
 – review of the financial statements and 
Annual Report;
 – consideration of the external audit report;
 – Audit Committee membership;
 – going concern review;
 – review of the audit plan;
 – review of suitability of the external auditors;
 – review of the risk management and internal 
control systems;
 – assessment of the need for an internal 
audit function;
 – adoption of a policy on non-audit fees;
 – review and recommendation to the Board 
on a Whistleblowing policy; and
 – review and recommendation to the Board 
on procedures to comply with the UK 
Bribery Act.
Role of the external auditor
The Audit Committee monitors the 
relationship with the external auditors, 
PricewaterhouseCoopers LLP , to ensure that 
auditor independence and objectivity are 
maintained. As part of its review the 
Committee monitors the provision of 
non-audit services by the external auditors. 
The breakdown of fees between audit and 
non-audit services is provided on page 50. 
The non-audit fees all relate to advisory 
work for the IPO and audit of the financial 
statements for the half year prior to the IPO. 
The Audit Committee is satisfied as to the 
necessity for the auditors to carry out this 
work, and that it did not impair their 
independence or objectivity. 
The Audit Committee has established a policy 
going forward that limits the payment for 
non-audit services to the auditors to a 
maximum of 50% of the audit fee in any one 
year, other than in circumstances where 
there is a compelling commercial or other 
reason to involve the auditors to a greater 
extent and then only with the prior consent 
of the Audit Committee. 
The Audit Committee also assesses as the 
auditors’ performance. Having reviewed the 
auditors’ independence and performance 
the Audit Committee recommends that 
PricewaterhouseCoopers LLP be re-appointed 
as the Company’ s auditors at the next AGM.
Consistent with the Auditing Practices 
Board, PricewaterhouseCoopers LLP audit 
partners serve for a maximum of five years 
on listed clients.
Internal audit
At present the Group does not have an 
internal audit function. The business has 
reviewed the need for an internal audit 
function, and concluded that it currently 
derives assurance as to the adequacy and 
effectiveness of internal controls and risk 
management procedures without one.
Monitoring and control is achieved using a 
range of preventative and detective controls. 
Formal policies and procedures are in place 
for key financial and operational activities and 
a risk management framework has been 
introduced following the IPO. Management will 
continue to evaluate the need for additional 
assurance and where necessary, may consider 
using an outsourced service provider to 
undertake ad-hoc assessments. Policies, 
procedures and controls will be monitored on 
an ongoing basis, and the need for an internal 
audit function will be kept under review. 
Audit process
The auditors prepare an audit plan for their 
review of the full year and half year financial 
statements. The audit plan sets out the scope 
of the audit, areas to be targeted and audit 
timetable. This plan is reviewed and agreed in 
advance by the Audit Committee. Following 
their review the auditors presented their 
findings to the Audit Committee for 
discussion. No major areas of concern were 
highlighted by the auditors during the year. 
Whistleblowing
During the year the Audit Committee reviewed 
a formal whistleblowing policy which was 
adopted by the Board. The policy sets out a 
formal process by which an employee of the 
Group may, in confidence, raise concerns 
about possible improprieties in financial 
reporting or other matters. Whistleblowing 
reports will be reviewed on an annual basis 
by the Committee or more frequently should 
the need arise. Governance
35 Bonmarché Annual Report   2014
REMUNERATION COMMITTEE REPORT
John Coleman
Remuneration Committee Chairman
Dear shareholder,
This is the Company’ s first Directors’ 
Remuneration Report since it listed on 
AIM in November 2013. The Remuneration 
Committee itself is new. It is our intention 
to adopt best practice amongst AIM-listed 
companies for remuneration reporting, which 
involves applying a number of the features 
of the directors’ remuneration reporting 
regulations for main-market companies. 
In particular we will next year be providing 
a full future policy table with graphical scenario 
illustrations, a table showing a ‘single total 
figure’ of remuneration for each Director 
and an historical performance graph.
However, you will understand that the 
newly-listed plc inherited remuneration 
policies which, although entirely suited to 
a private equity portfolio company preparing 
itself for an IPO, may not be right for a listed 
plc with a new business strategy. For this 
reason, the Committee has embarked on 
a full review of the remuneration package, 
including annual bonus and share plans, 
for Executive Directors and other senior 
executives. Where required, we will seek 
members’ approval for these plans. However, 
we will not be in a position to confirm our 
full future remuneration philosophy and policy 
until next year’ s report. At that time we will 
demonstrate, in line with best practice, 
how the remuneration plans align executive 
interests with those of shareholders and how 
they support the business strategy and link 
to the KPIs.
For the purpose of this report we are limiting 
the statement on future policy to a description 
of the remuneration arrangements for the 
2014-15 financial year.
The Directors’ remuneration in the pre-IPO 
company comprised a number of components 
that were described in the Admission 
Document. These are mostly carried over 
into the new financial year with some 
small changes.
Executive Directors’ salaries have been 
increased by 15%. DC pension contributions 
and insured benefits as a percentage of salary 
are unchanged. The maximum bonus 
opportunity of 100% of salary for Executive 
Directors is unchanged, but the principal 
measure has been changed from EBITDA 
to profit before tax and exceptional items, 
as more suitable for a listed plc.
A year before the IPO, Executive Directors 
(and some other senior executives) were 
awarded substantial grants of restricted 
shares which vest in equal tranches over four 
years (first vesting January 2013). There are 
no performance-related vesting conditions 
– the grants were designed by the private 
equity owners to provide an incentive to 
maximise the flotation price and maximise 
shareholder returns over the period following 
the IPO. Any dividends are rolled up and paid 
at vesting. Given the executives’ continued 
interest in these restricted shares, it is neither 
necessary nor appropriate to add further 
long-term incentives this coming year, 
although we will be developing plans for 
the longer term for all senior executives.
Full details of the current package are 
provided in the Statement of implementation 
of remuneration policy on page 37.
At the forthcoming AGM, we will be seeking 
shareholders’ approval for the adoption in 
due course of SAYE and SIP schemes, 
which will enable the Company to offer 
share participation to substantially all of its 
employees on tax-efficient terms through 
HMRC approved plans.
I look forward very much to meeting 
shareholders, at the right time, to explain our 
remuneration philosophy and future policy 
and to receive your views. 
John Coleman 
Chairman of the Remuneration Committee 
13 June 2014
Members of the Remuneration Committee
The Committee consists of two independent 
Non-executive Directors. John Coleman is the 
Chairman and Ishbel Macpherson also serves 
on the Committee. The Remuneration 
Committee met twice in the year.
The Chairman, Tim Mason, attends as an 
observer. Beth Butterwick and Stephen 
Alldridge may attend the Committee meetings 
by invitation. 
Duties
The main duties of the Remuneration 
Committee are set out in its T erms 
of Reference, which are available 
on the Company’ s website  
(www.bonmarcheplc.co.uk), and include:
 – setting the remuneration policy for the 
Executive Directors and the Company’ s 
Chairman taking into account relevant legal 
and regulatory requirements, the provisions 
of the UK Corporate Governance Code and 
other guidance such as that issued by the 
Association of British Insurers and the 
National Association of Pension Funds;
 – within the agreed policy determine the total 
individual remuneration package of each 
Executive Director and the Chairman;
 – recommend and monitor the level and 
structure of remuneration for senior 
management;
 – to help it fulfil its remit, to have authority 
to appoint remuneration consultants and 
commission any reports or surveys;
 – approve the design of and determine the 
targets for any schemes of performance-
related remuneration and approve any 
Group-wide share schemes;
 – consider whether the Directors should be 
eligible for annual bonuses and, if so, to 
consider the upper limits for such bonuses;
 – consider whether the Directors should be 
eligible for benefits under long-term 
incentive schemes;
 – agree the policy for authorising claims for 
expenses from the Executive Directors and 
Chairman; and
 – ensure that contractual terms on 
termination, and any payments made, are 
fair to the individual, and the Group and that 
failure is not rewarded and that the duty to 
mitigate loss is fully recognised. 36 Bonmarché Annual Report   2014
REMUNERATION COMMITTEE REPORT
continued
Principal activities during the year
The main items of business considered by the 
Remuneration Committee during the period 
between AIM admission in November 2013 
and the year-end included:
 – establishing a framework for executive 
remuneration;
 – review and approval of the FY14 bonus;
 – review and approval of the FY15 pay 
awards;
 – review and approval of the bonus scheme 
for FY15;
 – appointment of independent remuneration 
consultants to consider a number of 
matters; and
 – put in place the arrangements necessary to 
facilitate the possible future introduction of 
SAYE and SIP schemes.
Advisers to the Remuneration Committee
MM&K provide advice to the Committee 
regarding matters of remuneration, and they 
have no other relationship with the Group. 
DLA Piper provides legal services to the 
Group including in relation to employment 
matters.
Annual report on remuneration
Single figure of remuneration for each Director
12 months to 29 March 2014
Base  
salary
£’000
Benefits
in kind
1
£’000
Annual  
bonus
£’000
Total 
emoluments
£’000
Pension 
contribution/
allowance
£’000
LTI vesting
in year
2
£’000
Single total 
figure of 
remuneration
£’000
Executive Directors
Beth Butterwick 268 20 234 522 51 – 573
Stephen Alldridge 173 20 144 337 33 – 370
Non-executive Directors       
Tim Mason
3
– – – – – – –
Ishbel Macpherson
4
25 – – 25 – – 25
John Coleman
4
25 – – 25 – – 25
Total 491 40 378 909 84 – 993
Notes
1. 
Includes car allowance of £17,654 for Beth Butterwick and £13,200 for Stephen Alldridge.
2. 
No LTI vested on the basis of a performance period ending in the year.
3. 
Appointed 17 October 2013. The Group did not make any payments to Mr Mason in respect of his remuneration. It pays a fee of £100,000 per annum to Sun Capital Partners 
Management V , LLC in respect of this.
4. 
Appointed 14 October 2013.
15 months to 30 March 2013
Base  
salary
£’000
Benefits
in kind
1
£’000
Annual  
bonus
£’000
Total 
emoluments
£’000
Pension 
contribution/
allowance
£’000
LTI vesting
in year
2
£’000
Single total 
figure of 
remuneration
£’000
Executive Directors
Beth Butterwick 245 23 190 458 25 – 483
Stephen Alldridge 175 24 124 322 26 – 348
Total 420 47 314 780 51 – 831 
Notes
1. 
Includes car allowance of £17,550 for Beth Butterwick and £14,977 for Stephen Alldridge.
2. 
On 18 October 2012 Beth Butterwick and Stephen Alldridge acquired restricted stock vesting over the following five years with no additional performance conditions (see share awards 
table on page 37). Governance
37 Bonmarché Annual Report   2014
Bonus payment for 2013-14
In the year 2013-14, the Executive Directors participated in a bonus plan based, principally, on improvement in EBITDA over the preceding 
year. The maximum payable was 100% of salary, which was not achieved.
2012 share ownership scheme
The Executive Directors participated in a share incentive scheme established by the selling shareholder, BM Holdings S.à r.l., prior to the IPO. 
This involved a single grant of restricted shares in October 2012, with shares vesting equally over five years, commencing on 20 January 2013. 
Details of the award are shown in the following table. The shares are held under a Restricted Share Agreement, which allows the proportion of 
any Company distributions relating to the vested shares to be paid to scheme participants. Distributions in respect of any unvested shares are 
held in an escrow account until the shares vest. No new share-based grants were made to Executive Directors in 2013-14.
Share Awards table
All awards were made prior to admission to the AIM market and were originally issued by the previous parent company, Bluebird UK T opco 
Limited. Following a restructure which took place in September 2013, the shares were exchanged for shares in the new company, Bonmarché 
Holdings Limited. These were re-designated as A ordinary shares of 1p when Bonmarché Holdings Limited re-registered as a plc and listed on 
AIM. The shares were converted at a ratio that as far as possible ensured there was no change in the proportion of Company ownership for 
any individual.
Director Date of award
Vesting  
date end
Shares 
issued
Unvested 
shares at 
30 March
2013*
Vested
in the
year
Unvested 
shares at 
29 March 
2014
Beth Butterwick 18 Oct 2012 20 Jan 2017 1,260,000 1,008,000 252,000 756,000
Stephen Alldridge 18 Oct 2012 20 Jan 2017 507 ,500 406,000 101,500 304,500
* The unvested shares at 30 March 2013 are shown as if the restructuring referred to above had already taken place, and they had already been converted to new shares in 
Bonmarché Holdings plc.
Directors’ interests in the share capital of the Company as at the date of this report
Director
Number of
ordinary shares*
Percentage of issued  
share capital
Beth Butterwick 1,260,000 2.52
Stephen Alldridge 507 ,500 1.01
Tim Mason – –
Ishbel Macpherson 25,000 0.05
John Coleman – –
* Including unvested restricted shares.
The Company currently does not have any directors’ shareholding guidelines in place for Executive Directors or other senior executives. 
These will be considered as part of the remuneration review in the coming year.
Performance graph and table
As the Company only listed in November 2013, no historical performance graph and table is included this year.
Statement of implementation of remuneration policy for 2014-15
The Directors’ remuneration pre-IPO comprised a number of components that were described in the Admission Document. These are mostly 
carried over into the new financial year with some small changes. The Remuneration Committee is carrying out a full review of remuneration 
policy and will report its new future policy in next year’ s report.
Base salary – The basis of for salary determination is unchanged. Salaries are reviewed on 1 October each year. The 2014-15 salaries for 
Executive Directors are set out below:
Beth Butterwick Chief Executive £270,300 p.a.
Stephen Alldridge Finance Director £183,600 p.a.
Pension – The Executive Directors are members of a Group personal pension plan to which the Company contributes 20% of the individual 
Executive Director’ s salary. T o avoid excessive taxation above the Government’ s pension allowance levels an individual may opt to take an 
amount of the contribution as a non-pensionable, non-bonusable cash allowance from which the Company deducts any employer national 
insurance charges.
Benefits in Kind – The type and level of benefits in relation to salary remain unchanged from last year.
Annual bonus – For 2014-2015, the Executive Directors are entitled to an annual bonus to a maximum of 100% salary. The on-target 
payment is 50% of salary. Payment is dependent on achievement of a target of Group profit before tax and exceptional items, with 
a minimum payment of 5% at 95% of target and a maximum payment at target profit plus 15%. No part of any award will be deferred 
or subject to clawback.
Long-term incentive and share plans – Apart from the time-based vesting of the 2014 tranche of the 2012 restricted share award,  38 Bonmarché Annual Report   2014
REMUNERATION COMMITTEE REPORT
continued
the Executive Directors are not eligible for awards under any long-term plan.
Chairman and Non-executive Directors’ fees – The independent Non-executive Directors receive a fee for their services and no other form of 
remuneration. Their fees are subject to review each October. No Director is present when their own remuneration is discussed. The Chairman 
receives no payment from the Group, but a fee of £100,000 per annum is payable to Sun Capital Partners Management V , LLC in respect of 
his services. There are no review provisions.
The current fees are:
Tim Mason Non-executive Chairman £100,000 p.a.
John Coleman Non-executive Director £55,000 p.a.
Ishbel Macpherson Non-executive Director £55,000 p.a.
Consideration by the Directors of matters relating to Directors’ remuneration
The Remuneration Committee was newly formed following the IPO in November 2013. Its members are John Coleman (Committee Chairman) 
and Ishbel Macpherson. The Committee terms of reference are available on the Company website. The Committee is taking advice from 
MM&K Limited, an independent remuneration consultancy.
Directors’ Remuneration Policy
As the Remuneration Committee is reviewing the future remuneration policy in light of the Company’ s newly listed status and business 
strategy, we are not publishing a Future Policy T able this year and, therefore, no graphical illustration of future policy. We expect to include 
a full table in next year’ s report, plus a statement of how the new policy will be applied to recruits. For now, shareholders are referred to the 
Statement of Implementation of Remuneration Policy for 2014-15 above on page 37.
Service agreements and termination payments
Details of the Executive Directors’ service agreements are set out below.
Director Date of contract Unexpired term
Notice period  
by Company
Notice period  
by Director
Beth Butterwick, Chief Executive 19 Sep 201 1 Rolling contract 12 months 12 months
Stephen Alldridge, Finance Director 3 Mar 2003 Rolling contract 12 months 12 months
There are no specific provisions under which Executive Directors are entitled to receive compensation upon early termination, other than in 
accordance with the notice period. On termination of an Executive Director’ s service contract, the Remuneration Committee will take into 
account the departing Director’ s duty to mitigate his loss when determining the amount of any compensation.
Tim Mason was appointed as a Non-executive Director and Chairman of the Company on 17 October 2013. Mr Mason is a representative 
of Sun Capital Partners Management V , LLC, and his appointment was made pursuant to a consultancy agreement dated 28 October 2013 
between the Company and Sun Capital Partners Management V , LLC. The appointment is for a period of three years (subject to re-election 
at the next Annual General Meeting) and thereafter is terminable on three months’ notice by either the Company, Mr Mason or Sun Capital 
Partners Management V , LLC. Mr Mason will provide his services for up to 30 days a year. 
The Non-executive Directors do not have service contracts, but serve under letters of appointment, and a consultancy agreement in respect of 
the Chairman. Each appointment is for up to three years and shareholders may vote on re-appointment at annual general meetings. The terms 
and conditions under which the Non-executive Directors are appointed can be found on the Company’ s website www.bonmarcheplc.co.uk.
The remuneration payable to Non-executive Directors is decided upon by the Chairman and Executive Directors.
Non-executive Director Date of appointment Date of engagement letter
Expiry of  
current term
Tim Mason, Chairman 17 Oct 2013 28 Oct 2013 16 Oct 2016
Ishbel Macpherson 14 Oct 2013 9 Oct 2013 13 Oct 2016
John Coleman 14 Oct 2013 9 Oct 2013 13 Oct 2016
The appointments for each Non-executive Director may be terminated by either party giving three months’ notice. There are no arrangements 
under which any Non-executive Director is entitled to receive compensation upon the early termination of his appointment. Financial statements
39 Bonmarché Annual Report   2014
INDEPENDENT AUDITORS’ REPORT TO 
THE MEMBERS OF BONMARCHÉ HOLDINGS PLC
What an audit of financial statements 
involves
We conducted our audit in accordance with 
International Standards on Auditing (UK and 
Ireland) (‘ISAs (UK & Ireland)’). An audit 
involves obtaining evidence about the 
amounts and disclosures in the financial 
statements sufficient to give reasonable 
assurance that the financial statements are 
free from material misstatement, whether 
caused by fraud or error. This includes an 
assessment of:
 – whether the accounting policies are 
appropriate to the Group’ s and the Parent 
Company’ s circumstances and have been 
consistently applied and adequately 
disclosed;
 – the reasonableness of significant 
accounting estimates made by the 
Directors; and
 – the overall presentation of the financial 
statements.
In addition, we read all the financial and 
non-financial information in the Annual Report 
and financial statements (the ‘Annual Report’) 
to identify material inconsistencies with the 
audited financial statements and to identify 
any information that is apparently materially 
incorrect based on, or materially inconsistent 
with, the knowledge acquired by us in the 
course of performing the audit. If we become 
aware of any apparent material misstatements 
or inconsistencies we consider the 
implications for our report.
Opinion on other matters 
prescribed by the Companies 
Act 2006
In our opinion 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.
Other matters on which we are 
required to report by exception
Adequacy of accounting records and 
information and explanations received
Under the Companies Act 2006 we are 
required to report to you if, in our opinion:
 – we have not received all the information and 
explanations we require for our audit; or
 – adequate accounting records have not 
been kept by the Parent Company, or 
returns adequate for our audit have not 
been received from branches not visited 
by us; or
 – the Parent Company financial statements 
are not in agreement with the accounting 
records and returns.
Report on the financial 
statements
Our opinion
In our opinion:
 – the financial statements, defined below, 
give a true and fair view of the state of 
the Group’ s and of the Parent Company’ s 
affairs as at 29 March 2014 and of the 
Group’ s profit and cash flows for the 52 
week period then ended;
 – the Group financial statements have been 
properly prepared in accordance with 
International Financial Reporting Standards 
(IFRSs) as adopted by the European Union;
 – the Parent Company financial statements 
have been properly prepared in accordance 
with United Kingdom Generally Accepted 
Accounting Practice; and
 – the financial statements have been 
prepared in accordance with the 
requirements of the Companies Act 2006.
This opinion is to be read in the context of 
what we say in the remainder of this report.
What we have audited
The Group financial statements and Parent 
Company financial statements (the ‘financial 
statements’), which are prepared by 
Bonmarché Holdings plc, comprise:
 – the consolidated balance sheet as at 
29 March 2014;
 – the Company balance sheet as at 
29 March 2014;
 – the consolidated income statement and 
consolidated statement of comprehensive 
income for the 52 week period then ended;
 – the consolidated statement of cash flows 
for the year then ended;
 – the consolidated statements of changes in 
equity for the year then ended; and
 – the notes to the financial statements, which 
include a summary of significant accounting 
policies and other explanatory information.
The financial reporting framework that has 
been applied in the preparation of the Group 
financial statements is applicable law and 
IFRSs as adopted by the European Union. 
The financial reporting framework that has 
been applied in the preparation of the Parent 
Company financial statements is applicable 
law and United Kingdom Accounting 
Standards (United Kingdom Generally 
Accepted Accounting Practice).
In applying the financial reporting framework, 
the Directors have made a number of 
subjective judgements, for example in respect 
of significant accounting estimates. In making 
such estimates, they have made assumptions 
and considered future events.
We have no exceptions to report arising from 
this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are 
required to report to you if, in our opinion, 
certain disclosures of Directors’ remuneration 
specified by law are not made. We have no 
exceptions to report arising from this 
responsibility.
Responsibilities for the financial 
statements and the audit
Our responsibilities and those of 
the Directors
As explained more fully in the Directors’ 
Responsibilities Statement, the Directors are 
responsible for the preparation of the financial 
statements and for being satisfied that they 
give a true and fair view.
Our responsibility is to audit and express 
an opinion on the financial statements in 
accordance with applicable law and ISAs 
(UK & Ireland). Those standards require us to 
comply with the Auditing Practices Board’ s 
Ethical Standards for Auditors.
This report, including the opinions, has been 
prepared for and only for the Company’ s 
members as a body in accordance with 
Chapter 3 of Part 16 of the Companies Act 
2006 and for no other purpose. We do not, 
in giving these opinions, accept or assume 
responsibility for any other purpose or to any 
other person to whom this report is shown or 
into whose hands it may come save where 
expressly agreed by our prior consent 
in writing. 
Arif Ahmad  
(Senior Statutory Auditor) 
for and on behalf of 
PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory 
Auditors 
Leeds
13 June 2014 40 Bonmarché Annual Report   2014
CONSOLIDATED INCOME STATEMENT
Note
52 weeks ended
29 March 2014
£’000
Period ended
30 March 2013
£’000
Revenue 164,294 175,958
Cost of sales (124,516) (147,094)
Gross profit 39,778 28,864
Administrative expenses (24,648) (24,238)
Distribution costs (6,914) (8,252)
Gain on bargain purchase 32 – 17,008
Operating profit 5a 8,216 13,382
Analysed as:
Operating profit before exceptional items 11,466 28
Exceptional items 4 (3,250) 13,354
Finance income 7 – 1
Finance costs 7 (231) (1,320)
Profit before taxation 7,985 12,063
Taxation 8 (2,419) (2,510)
Profit for the period 5,566 9,553
Earnings per share (pence)
Basic 9 23 7,220
Diluted 9 22 7,074
CONSOLIDATED STATEMENT OF  
COMPREHENSIVE INCOME
52 weeks ended
29 March 2014
£’000
Period ended
30 March 2013
£’000
Profit for the period 5,566 9,553
Other comprehensive (loss)/income:
Items that may be reclassified subsequently to profit or loss:
Cash flow hedges
– fair value movements in other comprehensive income (4,629) 1,955
– transfer from cash flow hedge reserve to profit or loss 224 (359)
T ax on cash flow hedges 1,029 (383)
Other comprehensive (loss)/income for the period (3,376) 1,213
T otal comprehensive income for the period 2,190 10,766 Financial statements
41 Bonmarché Annual Report   2014
CONSOLIDATED BALANCE SHEET
Note
As at
29 March 2014
£’000
As at
30 March 2013
£’000
Non-current assets
Property, plant and equipment 11 9,086 7,173
Intangible assets 12 3,259 2,834
Deferred tax asset 20 918 28
T otal non-current assets 13,263 10,035
Current assets
Inventories 13 22,131 20,183
Trade and other receivables 14 13,605 13,452
Cash and cash equivalents 15 8,222 8,446
Derivative financial instruments 19 – 1,596
T otal current assets 43,958 43,677
T otal assets 57,221 53,712
Current liabilities
Trade and other payables 16 (34,867) (30,017)
Borrowings 18 (75) (6,023)
Current taxation payable (1,431) (2,680)
Derivative financial instruments 19 (2,809) –
T otal current liabilities (39,182) (38,720)
Non-current liabilities
Other payables 17 (3,175) (2,815)
Borrowings 18 (322) –
Deferred tax liabilities 20 (524) (999)
T otal non-current liabilities (4,021) (3,814)
T otal liabilities (43,203) (42,534)
Net assets 14,018 11,178
Note
As at
29 March 2014
£’000
As at
30 March 2013
£’000
Equity 
Share capital 22 500 132
Share premium 23 1,496 –
EBT reserve 24 (1,187) –
Cash flow hedge reserve (2,163) 1,213
Retained earnings 15,372 9,833
T otal equity 14,018 11,178
The financial statements of Bonmarché Holdings plc on pages 40 to 64 were approved by the Board of Directors on 13 June 2014 and were 
signed on its behalf by: 
Beth Butterwick 
Chief Executive 
Stephen Alldridge 
Finance Director
Company registration number: 08638336 42 Bonmarché Annual Report   2014
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Note
Share  
capital
£’000
Share  
premium
£’000
EBT  
reserve
£’000
Cash flow 
hedge  
reserve
£’000
Retained 
earnings 
£’000
Total equity
£’000
Balance at incorporation – – – – – –
Profit for the period – – – – 9,553 9,553
Cash flow hedges
–  fair value movements in other comprehensive 
income – – – 1,955 – 1,955
–  transfer from cash flow hedge reserve to profit 
or loss – – – (359) – (359)
T ax on cash flow hedges – – – (383) – (383)
T otal comprehensive income for the period – – – 1,213 9,553 10,766
Share-based payment expense 21 – – – – 280 280
Issue of share capital 22 132 – – – – 132
Balance at 30 March 2013 132 – – 1,213 9,833 11,178
Profit for the period – – – – 5,566 5,566
Cash flow hedges
–  fair value movements in other – – – (4,629) – (4,629)
–  transfer from cash flow hedge reserve to profit 
or loss – – – 224 – 224
T ax on cash flow hedges – – – 1,029 – 1,029
T otal comprehensive income for the period – – – (3,376) 5,566 2,190
Share-based payment charge 21 – – – – 390 390
Payment for shares 23 – 230 – – – 230
Share premium cancellation 23 – (230) – – 230 –
Bonus issue of shares 22 362 – – – (362) –
Share capital issued to EBT 22 6 1,496 (1,187) – – 315
Equity dividends paid 10 – – – – (285) (285)
Balance at 29 March 2014 500 1,496 (1,187) (2,163) 15,372 14,018 Financial statements
43 Bonmarché Annual Report   2014
CONSOLIDATED STATEMENT OF CASH FLOWS
Note
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Cash flows from operating activities
Cash generated from operations 25 14,378 16,933
Interest paid (891) (660)
T ax paid (4,005) –
Net cash generated from operating activities 9,482 16,273
Cash flows from investing activities
Purchases of property, plant and equipment (3,623) (1,213)
Purchases of intangible assets 12 (1,041) (210)
Acquisition of subsidiary, net of cash acquired 32 – (11,899)
Interest received – 1
Net cash used in investing activities (4,664) (13,321)
Cash flows from financing activities
Proceeds from the issue of ordinary shares 23 230 132
Dividends paid 10 (285) –
Proceeds from loan from a parent company – 9,890
Repayments of loan from a parent company (5,385) (4,505)
Repayments of borrowings – (5,000)
Receipt of borrowings – 5,000
Payment of borrowing arrangement fees – (23)
Proceeds from finance lease arrangements 438 –
Capital element of finance lease rental payments (40) –
Net cash (used in)/generated from financing activities (5,042) 5,494
Net (decrease)/increase in cash and cash equivalents (224) 8,446
Cash and cash equivalents at beginning of the period 8,446 –
Cash and cash equivalents at the end of the period 8,222 8,446
Reconciliation of net cash flow to movement in net cash
Note
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Opening net cash 2,423 –
Net cash (outflow)/inflow from activities (224) 8,446
Decrease/(increase) in debt financing 5,626 (6,023)
Movement in net cash 5,402 2,423
Closing net cash 26 7,825 2,423 44 Bonmarché Annual Report   2014
NOTES TO THE FINANCIAL STATEMENTS
1 Accounting policies
Basis of accounting
General information
Bonmarché Holdings plc (the ‘Company’) is a company incorporated and domiciled in the UK (company registration number 08638336). 
The address of the registered office is Jubilee Way, Grange Moor, Wakefield, West Yorkshire WF4 4SJ. The Company and its subsidiaries’ 
(collectively, the ‘Group’) principal activity is as a multi-channel retailer of high quality, affordable womenswear and accessories.
Bonmarché Holdings plc was incorporated on 5 August 2013 as Bonmarché Holdings Limited and was a majority owned subsidiary of 
BM Holdings S.à r.l. On 26 September 2013, Bonmarché Holdings Limited acquired the share capital of Bluebird UK T opco Limited from 
BM Holdings S.à r.l. and other minority shareholders in a share-for-share exchange. Bonmarché Holdings Limited re-registered as a public 
limited company on 1 November 2013 and listed on the AIM market of the London Stock Exchange on 20 November 2013.
The share-for-share exchange transaction between related parties under a capital reorganisation does not fall into the scope of IFRS 3 
‘Business combinations’ and as such no goodwill resulted, and no new fair value measurements were recorded. As permitted, the consolidated 
financial statements of Bonmarché Holdings plc have been prepared as if the Company existed for the entire period presented. The values 
presented in the consolidated financial statements prior to the share-for-share exchange (26 September 2013) are therefore presented using 
the values from the consolidated financial statements of the previous holding company. Since the equity structure remained the same on the 
share-for-share exchange, the consolidated financial statements present the amounts in equity of the previous holding company, Bluebird UK 
T opco Limited, from its date of incorporation (13 January 2012) to the date of the share-for-share exchange (26 September 2013), and the 
new holding company, Bonmarché Holdings plc, from 26 September 2013.
The ultimate parent undertaking of Bonmarché Holdings plc is a private equity investment fund advised by an affiliate of Sun Capital Partners, Inc.
Basis of preparation
The Group’ s deemed transition date to International Financial Reporting Standards (‘IFRS’) is 13 January 2012, which was also the date of 
incorporation of Bluebird UK T opco Limited. The principles and requirements for first time adoption of IFRS are set out in IFRS 1. IFRS 1 
allows certain exemptions in the application of particular standards to prior periods in order to assist companies with the transition process. 
The Group has not applied any of the optional exemptions under IFRS 1. These are the first financial statements prepared in accordance 
with IFRS.
The Group financial statements have been prepared on the going concern basis and in accordance with IFRS and IFRS Interpretations 
Committee (‘IFRIC’) interpretations, as adopted by the European Union and with those parts of the Companies Act 2006 applicable to 
companies reporting under IFRS. The Group financial statements have been prepared under the historical cost convention, as modified for 
the revaluation of financial assets and financial liabilities at fair value through profit and loss. The Group financial statements are presented in 
thousands of Pounds Sterling (‘£’000’) except when otherwise indicated. Accounting policies have been consistently applied to all financial 
periods presented.
The preparation of the Group financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the 
reported amounts of assets and liabilities and the reported amounts of revenue and expenses during the reporting period. Although these 
estimates are based on management’ s reasonable knowledge of the amount, event or actions, actual results may differ from those estimates.
Accounting reference date
The accounting period of the Group ends on the Saturday falling nearest to 31 March each year. In some years this requires 53 weeks to be 
reported. The accounting periods in these financial statements are the period from 13 January 2012 (the date of incorporation of Bluebird UK 
T opco Limited) to 30 March 2013 and the 52 weeks to 29 March 2014.
Basis of consolidation 
The consolidated financial statements comprise the financial statements of the Company and all its subsidiary undertakings.
A list of all the subsidiary companies can be found in note 10c of the Company financial statements.
The results of subsidiaries acquired are included in the consolidated income statement from the date control passes. They are de-consolidated 
from the date that control ceases. The Bonmarché Employee Benefit Trust (‘EBT’) is accounted for, and consolidated on the basis that the 
Parent Company has control. The assets, liabilities, income and expenses of the EBT are consolidated into the financial statements of the 
Company and the Group. Shares in the Company held by the EBT are included in the balance sheet at cost as a deduction from equity. 
On consolidation, intercompany transactions, balances, income, expenses and unrealised gains on transactions between Group companies 
are eliminated.
Business combinations
All acquisitions are accounted for using the acquisition method. The consideration transferred for the acquisition of a subsidiary is the fair 
values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Identifiable assets acquired and liabilities 
assumed in a business combination are measured initially at the fair values at the acquisition date. Acquisition-related costs are expensed as 
incurred. Where the consideration is lower than the fair value of the net assets of the subsidiary acquired, the gain on bargain purchase is 
recognised in profit and loss.  Financial statements
45 Bonmarché Annual Report   2014
Segmental reporting
IFRS 8 ‘Operating segments’ requires that operating segments are reported in a manner consistent with the internal reporting to the chief 
operating decision maker. The Board of Directors has been identified as the chief operating decision maker and consists of Executive Directors 
and Non-executive Directors. 
Revenue
a) Retail
The Group operates a chain of retail outlets for selling clothing products. Sales of goods are recognised when a Group entity sells a product to 
a customer. Retail sales are usually for cash, or paid for by credit card.
It is the Group’ s policy to sell its products to the retail customer with a right to return within 28 days. 
b) Internet
Revenue from the provision of the sale of goods on the internet is recognised at the point that the risks and rewards of the inventory have 
passed to the customer, which is the point of delivery. Transactions are settled by credit or payment card.
It is the Group’ s policy to sell its products to the internet customer with a right to return within 14 days of receipt, in addition to any rights 
customers may have pursuant to the distance selling regulations.
Accumulated experience is used to estimate and provide for the return of goods from retail and internet customers at the time of sale.
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide clearer understanding of the 
underlying financial performance of the Group. They are material items of income or expense that have been shown separately due to the 
significance of their nature or amount.
Exceptional items that are excluded from the Group’ s underlying results are costs of restructuring acquired businesses and gains made on 
acquiring the assets of a business combination for less than market value (bargain purchase), impairment of non-current assets, and the 
impact of one-off events such as costs relating to admission to a stock exchange.
Finance costs
Finance costs are accounted for using an effective interest rate method.
Share-based payments
The Company has issued equity-settled share-based payments to certain employees, as part of an incentivisation programme. 
The equity instruments are valued at fair value at the date of grant. The fair value is expensed on a straight-line basis over each vesting period, 
with a corresponding increase to equity. The fair value is adjusted to reflect the Company’ s estimate of shares that will eventually vest, taking 
into account service conditions. At the end of each reporting period, the Group revises its estimates of the number of shares that are expected 
to vest based on the non-market vesting conditions. It recognises the impact of any such revisions in the consolidated income statement with 
a corresponding adjustment to equity.
Current and deferred tax
The tax expense for the period comprises current and deferred tax, and any adjustments to prior period estimates. T ax is recognised in the 
income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the 
tax is also recognised in other comprehensive income or directly in equity, respectively.
The Group’ s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
T ax liabilities are recorded in accordance with applicable tax laws and interpretations at the time financial statements are approved. Where the 
relevant law or interpretation is uncertain, tax credits are only recognised when clearance has been obtained from the relevant authorities.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. 
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it 
is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are 
not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other 
assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is 
reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to 
allow all or part of the asset to be recovered.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are 
expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities. 46 Bonmarché Annual Report   2014
1 Accounting policies continued
Dividends
Final dividends are recognised in the period in which they are approved by shareholders. Interim dividends are recognised in the period in 
which they are paid.
Intangible assets
Intangible assets purchased separately are capitalised at cost and amortised on a straight-line basis over their useful economic life. Intangible 
assets acquired through a business combination are initially measured at fair value and amortised on a straight-line basis over their useful 
economic life. Fair value of the acquired intangible assets is calculated based on the estimated future benefits the Group will derive from the 
asset acquired, discounted at an appropriate Weighted Average Cost of Capital (‘WACC’). The useful economic lives used are as follows:
Software – 5 years
Brands – 10 years
Customer relationships – 10 years
Property, plant and equipment
The values of property, plant and equipment are stated at historic purchase cost less accumulated depreciation and any accumulated impairment 
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its 
intended use.
Depreciation is provided on all property, plant and equipment, at rates calculated to write off the cost, less estimated residual value, of the 
property, plant and equipment over their anticipated useful lives at the rates shown below on a straight-line basis: 
Leasehold land and buildings over the lease term
Plant and equipment 2-10 years
Motor vehicles 4-5 years
Plant and equipment assets that are not yet in use are not depreciated until the asset has been brought into use.
Residual values, remaining useful economic lives and depreciation periods and methods are reviewed annually and adjusted if appropriate. 
The carrying value of property, plant and equipment is reviewed for impairment if events or changes in circumstances indicate that the carrying 
value may not be recoverable.
Impairment of assets
Assets that are subject to amortisation or depreciation are tested for impairment annually or whenever events or changes in circumstance 
indicate that the carrying amount may not be recoverable. 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 fair value less costs to sell and value in use. 
For the purposes of assessing impairment, assets are grouped at the lowest levels, being individual stores for the Group, for which there 
are separately identifiable cash flows (CGUs) discounted at an appropriate rate. 
Inventories
Inventories are stated at the lower of cost and net realisable value and consist of finished goods held for resale. Cost is based on purchase 
price using the weighted average cost method. Net realisable value is based on estimated selling price, less further costs expected to be 
incurred to completion and disposal. Provision is made for obsolescence, markdown and shrinkage.
Software costs
Development costs that are directly attributable to identifiable and unique software products are recognised in intangible assets when the 
recognition criteria in IAS 38 ‘Intangible assets’ are met.
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
Retirement benefits
The Group contributes to employees’ individual pension arrangements through a defined contribution group personal pension plan, which is 
administered separately from the Group. The amount charged against profits represents the contribution payable in the period. Differences 
between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the balance sheet. 
The Group has no further payment obligations once the contributions have been paid.
Trade receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection 
is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are 
presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less 
provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and cash in hand and carrying insignificant risk of changes in value.
NOTES TO THE FINANCIAL STATEMENTS Financial statements
47 Bonmarché Annual Report   2014
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 
Accounts 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 payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings
Proceeds of borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at 
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income 
statement over the period of the borrowings using the effective interest method.
Derivative financial instruments and hedging activities 
The Group uses derivative financial instruments such as forward foreign exchange contracts to hedge its risks associated with foreign currency 
fluctuations. Such derivative financial instruments are initially measured at fair value and subsequently remeasured at fair value. The fair value 
of forward foreign exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. 
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other 
comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in cost of sales in the income statement.
Amounts accumulated in equity are reclassified to cost of sales in the income statement in the periods when the hedged item affects profit or 
loss, when the hedged transaction occurs. 
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss 
previously recognised in equity is retained in equity and is recognised when the forecast transaction is ultimately recognised in cost of sales in 
the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is 
immediately transferred to the income statement.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk 
management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge 
inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in 
fair values or cash flows of hedged items.
Foreign currency translation 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or 
valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the 
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income 
statement, except when deferred in other comprehensive income as qualifying cash flow hedges.
Leases 
Leases in respect of which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating 
leases. Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a 
basis. Benefits received and receivable as an incentive to sign an operating lease are recognised as deferred income and released over the life 
of the lease term on a straight-line basis.
The Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group has substantially all the 
risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’ s commencement at the lower of 
the fair value of the leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are 
included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as 
to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment 
acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term.
Share capital
The nominal value of ordinary shares is classified as equity. Incremental costs directly attributable to the issue of new shares are shown as a 
deduction, net of tax, from the proceeds.
New standards, amendments and interpretations 
Standards, amendments and interpretations effective and adopted by the Group:
As these are the first financial statements of the Group under IFRS, the Group has applied all IFRSs that are effective for the year ended 
29 March 2014 and period ended 30 March 2013 in these consolidated financial statements. 
Standards, amendments and interpretations which are not effective or early adopted by the Group:
The following standards, amendments and interpretations in issue but not yet effective are relevant to the Group but are not expected to have 
a material effect on the financial statements of the Group in future years.
Amendment to IAS 32 ‘Financial instruments: Presentation’ – effective for the financial period commencing 30 March 2014. 48 Bonmarché Annual Report   2014
1 Accounting policies continued
Critical accounting estimates and assumptions
In the process of applying the Group’ s accounting policies, management has to make judgements and estimates that may have a significant effect 
on the amounts recognised in the consolidated historical financial information. These estimates and judgements are evaluated periodically and are 
based on historical experience and other factors, including expectations of future events. The most critical of these accounting estimates and 
judgements are noted below:
Carrying value of intangibles. In assessing the initial carrying value of the intangibles, the Group was required to make key judgements, in particular, 
in the valuation of the brand and customer relationships. The key judgements included estimates of future cash flows and appropriate discount 
rates. The carrying amount of these intangibles at 29 March 2014 was £2.3m. A movement of +1%/-1% in the discount rate would have resulted 
in a (£61,000)/£111,000 change in the valuation of the intangible assets at acquisition, and a change of (£41,000)/£93,000 in the value at 
29 March 2014.
Gift voucher liabilities. The Group sells gift vouchers. On such a transaction, no immediate revenue is recorded. The value is recorded as a deferred 
income liability. When a gift voucher is redeemed, revenue is recognised, and the deferred income balance is reduced. It is not currently possible to 
match individual gift voucher issues and redemptions, and the deferred income liability therefore includes liabilities in respect of some gift vouchers 
which are unlikely to be redeemed. Management uses its best estimates to determine what the balance should be. However, actual redemptions 
could vary from those estimates. The carrying amount of gift voucher liabilities at 29 March 2014 was £1.1m. A movement of 1% in the 
accounting policy percentage applied to redemptions would result in a £105,000 change in the liability at 29 March 2014.
Inventory provisions. Provision is made for those items of inventory where the net realisable value is estimated to be lower than cost. The estimate 
of net realisable value is based on both historical experience and assumptions regarding future selling values, and is consequently a source of 
uncertainty. The provision is determined based on the choice of an appropriate percentage in accordance with the ageing of stock which is 
categorised by season. The carrying amount of inventory provisions at 29 March 2014 was £0.2m. A 1% change in percentage to the most recent 
season would result in a £10,000 change in the provision at 29 March 2014.
2 Financial risk management and capital management
Financial risk factors
The Group’ s principal financial instruments comprise cash, trade receivables, borrowings, finance leases, trade payables and derivatives. The main 
purpose of these financial instruments is to provide funds for the Group’ s operations. The principal risks arising from financial instruments that the 
Group is exposed to are exchange rate, credit and liquidity risks.
a) Exchange rate risk
Exchange rate risk is the risk that changes in foreign exchange rates will impact the Group’ s costs or value of its financial instruments. Exchange 
rate risk arises as it pays overseas suppliers for purchases of inventories in foreign currency, principally US Dollars. It is the policy of the Group to 
enter into forward foreign currency contracts to cover up to 100% of forecast inventory purchases for up to 12 months. The Group does not 
engage in speculative currency trading and only secures the currency it requires to meet its trading liabilities.
The sensitivity to a reasonably possible change (+/– 10%) in the Euro exchange rate has been determined as being immaterial.
The following table demonstrates a reasonable sensitivity to a possible change in the US Dollar exchange rate on the Group’ s profit before tax and 
the Group’ s equity.
Strengthening of the  
US Dollar rate  
versus Pound Sterling
Effect on profit  
before tax
£’000
Effect on equity
£’000
29 March 2014 10% (399) (3,233)
30 March 2013 10% (526) (2,407)
b) Credit risk
Credit risk arises from the Group’ s cash balances held with counterparties and from trade receivables defaulting. All cash balances are held with 
reputable banks and the Board monitors its exposure to counterparty risk on an ongoing basis. 
Trade receivables include monies due from a payment processing supplier, and (typically) low value transactions with subtenants and issuers of 
third party shopping vouchers, and accordingly, the concentration of credit risk is limited. Receivable balances are monitored on an ongoing basis 
and provision is made for estimated irrecoverable amounts.
The maximum exposure to credit risk at the balance sheet date is the carrying amount of trade receivables as disclosed in note 14. Cash and cash 
equivalents have no significant exposure to credit risk.
c) Liquidity risk
The Group is exposed to the risk that it is unable to meet its debt obligations as they fall due. The Group finances its operations with cash, 
borrowings, finance leases and committed undrawn bank credit facilities. Management monitors rolling forecasts of cash and undrawn borrowing 
facilities on the basis of expected cash flows. As at 29 March 2014, the Group’ s exposure to liquidity risk was low as all borrowings had been 
repaid, and amounts due under finance leases were relatively immaterial.
NOTES TO THE FINANCIAL STATEMENTS Financial statements
49 Bonmarché Annual Report   2014
Financial risk factors continued
c) Liquidity risk continued
The table below shows the maturity analysis of the Group’ s financial liabilities.
29 March 2014 Within 12 months 1-2 years 2-5 years
Trade and other payables 34,867 – –
Borrowings 75 87 235
Derivatives 2,809 – –
30 March 2013 Within 12 months 1-2 years 2-5 years
Trade and other payables 30,017 – –
Borrowings 6,023 – –
d) Capital management 
The capital structure of the Group consists of net cash (as disclosed in note 26) and equity attributable to equity holders of the parent, comprising 
issued share capital, share premium, reserves and retained earnings as disclosed in the statement of changes in equity.
The Group’ s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for 
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to minimise the cost of capital. In order to maintain 
or adjust the capital structure, the Group may adjust the value of dividends paid to shareholders, return capital to shareholders, issue new shares 
or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the level of net cash. Net cash is calculated as cash and cash 
equivalents less total borrowings (including current and non-current borrowings as shown in the consolidated balance sheet). Short and long-term 
cash flow forecasts are regularly produced to enable the Group to monitor its net cash and maintain sufficient liquidity headroom.
3 Segment information
Management has identified that the Board of Directors (‘Board’) is the chief operating decision maker in accordance with the requirements 
of IFRS 8 ‘Segmental reporting’. Management has determined the operating segments based on the operating reports reviewed by the Board 
that are used to assess both performance and strategic decisions.  
The Board considers the business to be one main type of business generating revenue: retail of womenswear and accessories. Sales through the 
internet channel do not currently meet the quantitative threshold required by IFRS 8 for reportable segments.
All segment revenue, profit before taxation, assets and liabilities are attributable to the principal activity of the Group and other related services. 
All revenues are generated in the United Kingdom.
4 Exceptional items
Items that are material either because of the size or nature, or that are non-recurring, are considered as exceptional items and are presented within 
the line items to which they best relate. For all periods presented, the exceptional items as detailed below have been included in cost of sales, 
administrative expenses and gain on bargain purchase in the income statement.
Exceptional items comprise:
Footnote
52 weeks ended
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Gain on bargain purchase a – 17,008
Acquisition and restructure costs b – (2,655)
Redundancy costs c – (999)
Management fees d (1,500) –
Ann Harvey brand e (250) –
IPO deal fees f (1,500) –
(3,250) 13,354
a 
Bluebird UK T opco Limited acquired the business and assets of Bonmarché, which was formerly a division of The Peacock Group plc on 
20 January 2012. The net assets of Bonmarché at acquisition were in excess of the total consideration. IFRS requires the gain on bargain 
purchase to be immediately recognised in the income statement. See note 32 for further information.
b 
Acquisition and restructure costs incurred on the acquisition of Bonmarché and the subsequent restructure of the store estate. Costs included 
legal and professional fees paid in relation to formalising lease agreements with landlords. 
c 
Subsequent to the acquisition of Bonmarché, the Group carried out an evaluation of the store estate which resulted in 120 store closures 
and related redundancy costs.
d 
Management fees paid to an affiliate of the parent undertaking, Sun Capital Partners Management V , LLC, in relation to the early termination 
of a management fee arrangement due to the admission of the Group onto AIM.
e 
On 30 April 2013, the Group purchased the intellectual property assets including the brand, trademark and associated registrations of 
‘Ann Harvey’. The Group is not currently trading under any brand acquired and, accordingly, no value has been attributed to the intangible asset 
acquired and the carrying value has therefore been fully impaired.
f 
Legal and professional fees paid in relation to the IPO on 20 November 2013. 50 Bonmarché Annual Report   2014
5a Operating profit
Operating profit is stated after charging:
Note
52 weeks ended
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Share-based payment charge 21 390 280
Depreciation of property, plant and equipment
– owned 11 1,761 1,841
– held under finance lease 68 –
Amortisation of intangible assets 12 366 394
Provision for impairment of intangible assets 250 –
Operating lease payments
– plant and machinery 480 539
– land and buildings 16,917 23,263
Rent free amortisation (1,282) (1,154)
Loss on disposal of property, plant and equipment 65 –
Foreign exchange (gains)/losses (339) 114
5b Auditors’ remuneration
During the year the Group’ s auditors provided the following services:
52 weeks ended 
29 March 2014
£’000
Period ended
30 March 2013
£’000
Audit services
Fees payable for the audit of the Parent Company and consolidated 
financial statements 25 48
Other services
Audit of subsidiary financial statements 25 12
Audit related assurance services 174 –
Other services 669 –
893 60
Audit related assurance services and other services were for work relating to the IPO.
6a Employee benefit expense
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Wages and salaries 30,827 35,593
Social security costs 1,845 2,116
Other pension costs 748 663
Share-based payments charge 390 280
T ermination payments 124 1,196
Employee benefit expenses included in operating profit 33,934 39,848
6b Average number of people employed
The average monthly number of full time equivalent (‘FTE’) people (including Executive Directors) employed by the Group during the year was:
52 weeks ended 
29 March 2014
FTE
Period ended 
30 March 2013
FTE
Stores 1,304 1,277
Administration 162 145
Distribution 245 250
1,711 1,672
NOTES TO THE FINANCIAL STATEMENTS Financial statements
51 Bonmarché Annual Report   2014
6c Directors’ and Key management remuneration
Key management comprises the Executive and Non-executive Directors, and the members of the Trading Board. The Key management 
compensation is as follows:
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Short-term employee benefits 2,039 1,647
Post-employment benefits 192 175
Share-based payments 390 280
2,621 2,102
Information concerning Directors’ remuneration, interests in shares and share options is included in the Annual Report in the remuneration 
section of the Directors’ Remuneration Report on pages 35 to 38, which forms part of these financial statements.
7 Finance income and costs
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Finance income
Bank interest receivable – 1
T otal finance income – 1
Finance costs
Interest payable on amounts owed to Group undertakings 135 1,155
Other interest payable 96 165
T otal finance costs 231 1,320
8 Taxation
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Current tax:
Current tax on profits for the period 2,755 2,680
T otal current tax 2,755 2,680
Deferred tax:
Origination and reversal of temporary differences (312) (113)
Changes in tax rate (24) (57)
T otal deferred tax (336) (170)
Tax expense reported in the consolidated income statement 2,419 2,510
The tax on the Group’ s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to 
profits of the consolidated entities as follows:
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Profit before tax 7,985 12,063
Profit on ordinary activities multiplied by rate of corporation tax in the UK of 
23%/25%* 1,837 3,040
T ax effects of:
– Effect of other timing differences (142) (33)
– Non-taxable income – (561)
– Expenses not deductible for tax purposes 748 121
Effects of changes in tax rate (24) (57)
Tax charge 2,419 2,510
* The blended tax rate for the period ended 30 March 2013 was 25%, being the UK Corporation tax rate used for the 79 days to 31 March 2012 at 26% and for the 52 weeks ended 
30 March 2013 at 24%.
Factors that may affect future tax charges:
In addition to the changes in rates of corporation tax disclosed above, further changes to the UK Corporation tax rates were substantively 
enacted as part of the Finance Bill 2013 on 2 July 2013. These include reductions to the main rate to reduce the rate to 21% from 1 April 
2014 and to 20% from 1 April 2015. 52 Bonmarché Annual Report   2014
9 Earnings per share
52 weeks ended 
29 March 2014
Period ended 
30 March 2013
Profit attributable to ordinary shareholders (£’000s) 5,566 9,553
Basic earnings per share (pence) 23 7,220
Diluted earnings per share (pence) 22 7,074
Basic and diluted earnings per share are calculated by dividing the profit for the year attributable to equity holders by the weighted average 
number of shares in issue.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all 
potentially dilutive ordinary shares. The Company has one category of potentially dilutive ordinary shares, being management shares not yet vested.
The weighted average number of shares is as follows:
52 weeks ended 
29 March 2014
Number
Period ended 
30 March 2013
Number
Number of ordinary shares in issue 23,832,343 132,314
Potentially dilutive share awards 1,508,524 2,735
Number of diluted ordinary shares 25,340,867 135,049
10 Dividends
Dividends of 3,589 pence per share were paid to B shareholders of Bluebird UK T opco Limited during the year amounting to £285,303 
(period ended 30 March 2013: £nil).
The Directors have proposed a final dividend in respect of the 52 weeks ended 29 March 2014 of 2.1 pence per share amounting to a 
dividend of £1.1m. It will be paid on 5 August 2014 to shareholders on the register of members as at the close of business on 27 June 2014, 
subject to approval of shareholders at the Annual General Meeting, to be held on 31 July 2014. In line with the requirements of IAS 10 – 
‘Events after the reporting period’, this dividend has not been recognised within these results.
11 Property, plant and equipment
Note
Leasehold land  
and buildings
£’000
Plant and  
equipment
£’000
Motor  
vehicles
£’000
Total
£’000
Cost 
At incorporation – – – –
Acquisition 32 – 6,496 – 6,496
Additions 558 1,936 24 2,518
Disposals (5) (217) – (222)
At 30 March 2013 553 8,215 24 8,792
Accumulated depreciation
At incorporation – – – –
Charge for the period 62 1,777 2 1,841
Disposals (5) (217) – (222)
At 30 March 2013 57 1,560 2 1,619
Net book value
At 30 March 2013 496 6,655 22 7,173
Cost
At 31 March 2013 553 8,215 24 8,792
Additions 95 3,240 472 3,807
Disposals – (58) (22) (80)
At 29 March 2014 648 11,397 474 12,519
Accumulated depreciation
At 31 March 2013 57 1,560 2 1,619
Charge for the period 95 1,670 64 1,829
Disposals – (8) (7) (15)
At 29 March 2014 152 3,222 59 3,433
Net book value
At 29 March 2014 496 8,175 415 9,086
NOTES TO THE FINANCIAL STATEMENTS Financial statements
53 Bonmarché Annual Report   2014
11 Property, plant and equipment continued
Additions of plant and equipment include the following amounts in respect of assets not yet in use, which have not been depreciated:
29 March 2014
£’000
30 March 2013
£’000
Plant and equipment not yet in use 1,231 1,002
The net book value of the Group’ s property, plant and equipment includes the following amounts in respect of assets held under finance leases:
29 March 2014
£’000
30 March 2013
£’000
Plant and equipment:
Cost 514 –
Accumulated depreciation (68) –
Net book value 446 –
12 Intangible assets
Note
Software 
£’000
Brands 
£’000
Customer 
relationships
£’000
Total
£’000
Cost 
At incorporation – – – –
Acquisition 32 104 2,638 276 3,018
Additions 210 – – 210
At 30 March 2013 314 2,638 276 3,228
Accumulated amortisation
At incorporation – – – –
Charge for the period 46 315 33 394
At 30 March 2013 46 315 33 394
Net book value
At 30 March 2013 268 2,323 243 2,834
Cost 
At 31 March 2013 314 2,638 276 3,228
Additions 791 250 – 1,041
At 29 March 2014 1,105 2,888 276 4,269
Accumulated amortisation
At 31 March 2013 46 315 33 394
Charge for the period 75 263 28 366
Provision for impairment – 250 – 250
At 29 March 2014 121 828 61 1,010
Net book value
At 29 March 2014 984 2,060 215 3,259
Amortisation is charged to administrative expenses in the consolidated income statement. Brands relate to the value placed on the 
Bonmarché brand at the time of acquisition of the trade and assets of Bonmarché Limited, and £250,000 relating to the Ann Harvey brand 
which was subsequently written down in the year.
13 Inventories
29 March 2014
£’000
30 March 2013
£’000
Goods for resale 22,131 20,183
The cost of inventories recognised as an expense and included in cost of sales is as follows:
29 March 2014
£’000
30 March 2013
£’000
Cost of inventories recognised as an expense 70,274 75,583
The level of write down of inventories recognised as an expense and included in cost of sales is as follows:
29 March 2014
£’000
30 March 2013
£’000
Write down of inventories recognised as an expense 763 534 54 Bonmarché Annual Report   2014
14 Trade and other receivables
29 March 2014
£’000
30 March 2013
£’000
Current
Trade receivables 124 120
Less: provision for impairment of trade receivables (10) –
Trade receivables – net 114 120
Other receivables 1,792 1,030
Prepayments 11,699 12,302
Trade and other receivables 13,605 13,452
The carrying amounts of the Group’ s trade and other receivables are all denominated in Sterling.
Prepayments at 29 March 2014 include £8.0m of business rates for charges relating to the year ending 31 March 2015 (30 March 2013: £8.0m). 
As of 30 March 2013 and 29 March 2014, trade receivables that are neither past due nor impaired related to independent customers for 
whom there is no recent history of default. 
Impaired receivables as of 29 March 2014 are individually identified and represent amounts in dispute that are six months overdue.
The analysis of these trade receivables is as follows:
29 March 2014
£’000
30 March 2013
£’000
Neither past due nor impaired 124 120
Impaired (over six months overdue) (10) –
114 120
Movements on the Group provision for impairment of trade receivables are as follows:
29 March 2014
£’000
30 March 2013
£’000
At beginning of period – –
Provision for receivables impairment 10 –
At end of period 10 –
Provisions are estimated based upon past default experience and the Directors’ assessment of the current economic environment. 
The creation and release of receivables is charged/(credited) to administrative expenses in the income statement.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above. The Group 
does not hold any collateral as security.
15 Cash and cash equivalents
29 March 2014
£’000
30 March 2013
£’000
Cash at bank and on hand 8,222 8,446
Cash and cash equivalents 8,222 8,446
16 Trade and other payables
29 March 2014
£’000
30 March 2013
£’000
Current
Trade payables 21,162 18,144
Other taxes and social security 2,037 1,657
Accruals and deferred income 9,373 8,075
Rent-free deferred income 1,202 1,261
Other payables 1,093 880
Trade and other payables 34,867 30,017
The Directors consider the carrying amounts of trade and other payables approximates to their fair value.
NOTES TO THE FINANCIAL STATEMENTS Financial statements
55 Bonmarché Annual Report   2014
17 Other payables
29 March 2014
£’000
30 March 2013
£’000
Non-current
Rent free deferred income 3,175 2,815
Other payables 3,175 2,815
Rent free deferred income represents the value not yet recognised in the income statement in relation to rent free periods received at the 
beginning of certain property operating leases, as an incentive to enter into the lease. The credit arising on these rent free periods is released 
to the income statement on a straight-line basis over the term of the lease. At 29 March 2014, the total rent free deferred income balance had 
an average remaining life of 49 months.
The ageing of rent free deferred income is as follows:
29 March 2014
£’000
30 March 2013
£’000
Current 1,202 1,261
Non-current 3,175 2,815
T otal rent free deferred income 4,377 4,076
18 Borrowings
29 March 2014
£’000
30 March 2013
£’000
Current
Amounts owed to the Parent Company – 6,023
Finance leases 75 –
75 6,023
Non-current
Finance leases 322 –
322 –
T otal borrowings 397 6,023
The amounts owed to the Parent Company are analysed as follows:
29 March 2014
£’000
30 March 2013
£’000
Secured loan – 5,385
Accrued interest – 638
Amounts owed to Parent Company – 6,023
Amounts owed to the Parent Company related to a secured loan, which incurred interest at 10% and had a maturity date of 20 January 2017. 
The loan was secured over the assets of Bluebird UK T opco Limited and its subsidiary companies and was fully repaid on 27 June 2013.
Borrowings, excluding finance leases, have the following maturity profile:
29 March 2014
£’000
30 March 2013
£’000
Within one year – 6,023
T otal borrowings – 6,023
The carrying amount of borrowings approximates to their fair value. 56 Bonmarché Annual Report   2014
18 Borrowings continued
The Group has the following undrawn borrowing facilities:
29 March 2014
£’000
30 March 2013
£’000
Bank overdraft – 5,000
Committed revolving credit facility 10,000 –
At the end of the year, the Group had a committed bank revolving credit facility which matures on 13 May 2016. This facility contains a financial 
covenant in relation to which there have been no breaches in the year.
Finance lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.
29 March 2014
£’000
30 March 2013
£’000
Gross finance lease liabilities – minimum lease payments:
– No later than one year 100 –
– Later than one year and no later than five years 342 –
Sub-total 442 –
Future finance charges on finance lease (45) –
Present value of finance lease liabilities 397 –
The maturity profile of finance lease liabilities is as follows:
29 March 2014
£’000
30 March 2013
£’000
– No later than one year 75 –
– Later than one year and no later than five years 322 –
397 –
19 Financial instruments
Financial assets
The Group’ s Financial risk management policy is as disclosed in note 2.
‘Trade and other receivables’ and ‘Cash and cash equivalents’ are designated as loans and receivables and carried at amortised cost as 
disclosed in notes 14 and 15 respectively. Derivative financial instruments are measured at fair value and classified as financial assets 
designated on initial recognition as fair value movements through the profit and loss. The carrying value of derivative financial assets at 29 
March 2014 was £nil (30 March 2013: £1,596,000).
Financial liabilities
‘Trade and other payables’ and ‘Borrowings’ are designated as financial liabilities measured at amortised cost and the carrying value is 
disclosed in notes 16 and 18 respectively. Derivative financial instruments are measured at fair value and classified as financial liabilities 
designated on initial recognition as fair value movements through the profit and loss. The carrying value of derivative financial liabilities at 29 
March 2014 was £2,809,000 (30 March 2013: £nil).
Cash flow hedges
29 March 2014
£’000
30 March 2013
£’000
Forward foreign exchange contracts – cash flow hedge (Level 2) (liability)/asset (2,809) 1,596
Forward foreign exchange contracts – (notional principal amount) 43,301 25,622
The Group uses forward foreign exchange contracts to hedge the foreign exchange risk from highly probable forecast stock purchases in 
US Dollars. They are designated as cash flow hedges with fair value movements recognised directly in other comprehensive income. The 
amount recognised in other comprehensive income is transferred to the income statement in the same period that the hedged item affects 
profit or loss. The income statement impact in relation to the cash flows hedged is expected to occur in the next 12 months.
The valuation of all financial derivative assets and liabilities carried at fair value by the Group is based on hierarchy Level 2. Fair value hierarchy 
levels are defined as follows:
 – Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
 – Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) 
or indirectly (i.e. derived from prices).
 – Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair value of forward foreign exchange contracts has been determined based on discounted market forward currency exchange rates at 
the balance sheet date.
NOTES TO THE FINANCIAL STATEMENTS Financial statements
57 Bonmarché Annual Report   2014
20 Deferred tax
29 March 2014
£’000
30 March 2013
£’000
Non-current deferred tax assets 918 28
Non-current deferred tax liabilities (524) (999)
Net deferred tax assets/(liabilities) 394 (971)
Deferred tax assets have been recognised in respect of temporary differences giving rise to deferred tax assets as it is probable that these 
assets will be recovered.
The movement on the net deferred tax asset/(liabilities) account is as follows:
Note
29 March 2014
£’000
30 March 2013
£’000
At beginning of period (971) –
Deferred tax asset on intangible assets acquired 32 – (758)
Income statement credit 336 170
T ax credit/(charge) relating to components of other comprehensive income 1,029 (383)
At end of period 394 (971)
The movement in deferred income tax assets and liabilities during the period, without taking into consideration the offsetting of balances within 
the same tax jurisdiction, is as follows:
Intangible 
assets
£’000
Cash flow 
hedges
£’000
Share-based
payments
£’000
Other
short-term
temporary
differences
£’000
Total
£’000
At incorporation – – – – –
Acquired (758) – – – (758)
Credited to the income statement 142 – 28 – 170
Charged to other comprehensive income – (383) – – (383)
Balance at 30 March 2013 (616) (383) 28 – (971)
Intangible 
assets
£’000
Cash flow 
hedges
£’000
Share-based
payments
£’000
Other
short-term
temporary
differences
£’000
Total
£’000
At 31 March 2013 (616) (383) 28 – (971)
Credited to the income statement 92 – 34 210 336
Credited to other comprehensive income – 1,029 – – 1,029
Balance at 29 March 2014 (524) 646 62 210 394 58 Bonmarché Annual Report   2014
21 Share-based payments
The Company operates an equity-settled share scheme for certain employees which is intended to act as a long-term incentive to help retain 
senior management who are considered important to the success of the business. 
Shares unvested at the beginning of the financial year amounted to 6,360 and a further 2,900 shares were issued in the year, before the 
capital restructure took place. 
On the Group restructure, the shares were exchanged for shares in the new holding company, Bonmarché Holdings Limited, and 
redesignated to ‘A’ ordinary shares of 1p when Bonmarché Holdings Limited re-registered as a plc and listed on the AIM market. The shares 
were converted at a ratio that as far as possible ensured there was no change in the proportion of company ownership for any individual. 
593,572 new ‘A’ ordinary 1p shares and 131,428 ‘B’ ordinary 1p shares were issued to achieve this objective. Further details of the restructure 
can be found in the General information section of the Accounting policies note on page 44 and further details of the share capital movements 
can be found in the Share capital note 22. 
A summary of the shares issued, those vesting and unvested shares at the end of the period is shown below: 
Unvested ‘B’ shares at 13 January 2012 –
Issued during the previous financial period 7,950
Vested in the previous financial period (1,590)
Unvested ‘B’ shares at 30 March 2013 6,360
Issued during the current financial period 2,900
Unvested prior to redemption and transfer to Bonmarché Holdings plc ‘A’ shares 9,260
Unvested shares converted into Bonmarché Holdings plc ‘A’ shares 3,241,000
Vested in the current financial period (658,000)
Unvested ‘A’ shares at 29 March 2014 2,583,000
Share scheme conditions
The shares vest as follows:
 – 20% of the shares vest upon the first anniversary of the employment commencement date for each member; and
 – The remaining shares vest at a rate of 20% on each anniversary thereafter for a further four years. 
The Bonmarché Employee Benefit Trust (‘EBT’) was established in the year, and 593,572 new ‘A’ ordinary shares of 1p were purchased by the 
Trust. These shares are jointly owned by the Trust and two employees, and vest as described above. 
Under the current scheme arrangements, distributions in respect of any unvested shares will be paid into an escrow account, to be released 
when the shares vest, and any distributions in respect of vested shares are paid to the member.
Fair value of shares
The fair values of the shares were determined by an independent third party using the Black-Scholes model. The valuations were prepared 
at the date the shares were issued, which for all issues, was prior to the Company listing on the AIM market. The fair values were measured 
taking into account terms and conditions of the share scheme at the time of issue (i.e. pre-listing) and includes consideration of dividends 
accrued over the vesting period, the minority interest status, the lack of marketability and the lack of voting rights. 
Issue date 18 October 2012 16 October 2013
Fair value of the shares issued £736,900 £444,358
Number of shares issued 7,950 2,900
Charge to the income statement
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
T otal expenses related to equity-settled share-based payment transactions 390 280
NOTES TO THE FINANCIAL STATEMENTS Financial statements
59 Bonmarché Annual Report   2014
22 Share capital
29 March 2014
£’000
30 March 2013
£’000
Allotted, called up and fully paid
50,018,150 new ‘A’ ordinary shares of 1p 500 –
132,059 ’A’ ordinary shares of £1 – 132
7,950 ‘B’ ordinary shares of 1p – –
Bonmarché Holdings plc authorised share capital is unlimited. 
During the year, the Group restructured and a new company, Bonmarché Holdings Limited, acquired 100% of the share capital of Bluebird UK 
T opco Limited from BM Holdings S.à r.l. Further details can be found in the General information section of the Accounting policies note on 
page 44.
The share capital movements in the year are explained and shown in the tables below:
 – Until 26 September 2013, the Parent Company of the Group was Bluebird UK T opco Limited.
 – Bonmarché Holdings Limited was incorporated on 5 August 2013 with one ‘A’ ordinary share of £1.
 – On 26 September 2013:
 – Bonmarché Holdings Limited issued ‘A’ and ‘B’ ordinary shares and in a share-for-share exchange, exchanged its shares for 100% of the 
shares in Bluebird UK T opco Limited.
 – Bonmarché Holdings Limited undertook a capital reduction and cancelled 65,897,441 ‘A’ ordinary shares and 3,967,050 ‘B’ ordinary shares.
 – On admission to the AIM market on 20 November 2013:
 – Bonus issues were made on the ‘A’ ordinary shares of £1 and ‘B’ ordinary shares of 1p and each of the ‘A’ ordinary shares was sub-divided 
into 100 shares.
 – The ‘A’ and ‘B’ shares were re-designated as new ‘A’ ordinary shares of 1p.
 – T o maintain the percentage holdings of certain management shareholders in the new capital structure, 593,572 new shares were issued 
and purchased by the Bonmarché Employee Benefit Trust and 131,428 new shares were allotted to existing shareholders.
Total issued share capital (number) Total issued share capital (£)
‘A’ ordinary  
£1 shares
‘B’ ordinary  
1p shares
New  
‘A’ ordinary  
1p shares
‘A’ ordinary  
£1 shares
‘B’ ordinary  
1p shares
New  
‘A’ ordinary  
1p shares
Bluebird UK 
T opco Limited Shares at 31 March 2013 132,059 7,950 – 132,059 80 –
Bonmarché 
Holdings  
Limited
Issued shares to the shareholders of 
Bluebird UK T opco Limited in exchange 
for their shares in said company 66,029,500 3,975,000 – 66,029,500 39,750 –
Capital reduction 499 to 1 (65,897 ,441) (3,967 ,050) – (65,897 ,441) (39,671) –
Shares in Bonmarché Holdings post 
share-for-share exchange and 
capital reduction 132,059 7,950 – 132,059 80 –
Management share scheme shares 
issued – 2,900 – – 29 –
Shares in Bonmarché Holdings prior 
to admission to AIM market 132,059 10,850 – 132,059 109 –
Bonmarché 
Holdings plc
‘A’ shares subdivided (132,059) – 13,205,900 (132,059) – 132,059
‘B’ shares receive Bonus issue 99 for 1 – 1,074,150 – – 10,742 –
‘A’ share and ‘B’ share Bonus issue 5 for 2 – 1,987,500 33,014,750 – 19,875 330,148
Allot new shares – 131,428 – – 1,314 –
Re-designate as new ‘A’ shares – (3,203,928) 3,203,928 – (32,039) 32,039
New share issue – shares purchased 
by EBT – – 593,572 – – 5,936
Bonmarché Holdings plc shares at 
29 March 2014 – – 50,018,150 – – 500,182 60 Bonmarché Annual Report   2014
23 Share premium
On 10 September 2013, £230,000 outstanding in respect of the ‘B’ ordinary shares was received and allocated to Share premium. 
On 13 September 2013 the £230,000 Share premium attributable to the ‘B’ ordinary shares was cancelled and allocated to retained earnings. 
New ‘A’ ordinary shares were issued on 20 November 2013 and Share premium of £1,495,829 was received on the purchase of shares by 
the Bonmarché Employee Benefit Trust and other shareholders.
24 Employee Benefit Trust
The Bonmarché Employee Benefit Trust (the ‘Trust’) was established on 5 November 2013 to acquire shares to be held jointly with certain 
employees. The purpose of this joint ownership was to allow certain features to be incorporated into the management share scheme, one of 
which was that the employees whose shares are held this way have an interest in the growth in value of the Company’ s shares held in the 
Trust, only from the date of admission to the AIM market. The Trust is resident in Jersey and has an independent professional Trustee.
The Trust holds the unvested shares of two employees. The employee has the right to acquire the Trustee’ s interest in the shares that 
have vested. The shares vest as follows:
 – 20% of the shares vest upon the first anniversary of the date employment commenced; and
 – the remaining shares vest at a rate of 20% on each anniversary thereafter for a further four years. 
On 20 November 2013, 593,572 ‘A’ ordinary 1p shares were purchased by the Trust at the AIM market admission price of £2.00 per share 
amounting to £1,187,144. Of these shares, 547,540 were unvested at 29 March 2014. The market value of the shares at 29 March 2014 was 
£1,718,390.
The assets and liabilities of the Trust have been incorporated in the Group and Company financial statements. The consideration paid for the 
shares is shown as an EBT reserve and presented within equity in the Group and Company financial statements.
25 Cash generated from operations
Note
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Profit before tax 7,985 12,063
Adjustments for:
– Depreciation 11 1,829 1,841
– Loss on disposal of property, plant and equipment 65 –
– Amortisation of intangible assets 12 366 394
– Provision for impairment of intangible assets 12 250 –
– Amortisation of deferred arrangement fees 23 –
– Gain on bargain purchase 32 – (17,008)
– Share-based payment charge 21 390 280
– Finance costs – net 7 231 1,319
– Increase in inventories (1,948) (3,735)
– Trade and other receivables – decrease/(increase) 171 (5,115)
– Increase in trade and other payables 5,016 26,894
Cash generated from operations 14,378 16,933
26 Analysis of net cash
29 March 2014
£’000
30 March 2013
£’000
Cash and cash equivalents 8,222 8,446
Parent Company loans – (6,023)
Finance lease liabilities (397) –
Net cash 7,825 2,423
27 Contingencies
During the year, the Group issued letters of credit to foreign suppliers. The settlement dates on these letters of credit range from 0 to 60 days 
after the title of goods purchased have passed to the Group. Letters of credit with the following aggregate value were outstanding at the 
period end:
29 March 2014
£’000
30 March 2013
£’000
Letters of credit 1,521 1,029
NOTES TO THE FINANCIAL STATEMENTS Financial statements
61 Bonmarché Annual Report   2014
28 Commitments
a) Capital commitments
Capital commitments at 29 March 2014 were £2,194,788. These relate to commitments made for the installation of new EPOS hardware, the 
purchase of new trucks and a new store shop fit prior to the store opening.
There were no capital commitments as at 30 March 2013.
b) Operating lease commitments
The Group leases stores, offices, a warehouse and equipment. At the balance sheet date the future aggregate minimum lease payments 
under non-cancellable operating leases were:
Land and buildings Other
29 March 
2014
£’000
30 March 
2013
£’000
29 March 
2014
£’000
30 March 
2013
£’000
Within one year 16,187 15,452 204 200
Within two years to five years inclusive 41,968 45,467 217 244
After five years 14,223 14,349 – –
Total 72,378 75,268 421 444
29 Pension commitments
The Group contributes to employees’ individual pension arrangements through a defined contribution group personal pension plan. This is 
allocated through the payroll within a subsidiary company, Bonmarché Limited. The pension cost charge for the period represents 
contributions payable by the Group to the scheme:
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Pension cost charge for the period 748 663
30 Related parties
Transactions with subsidiaries
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. Bonmarché 
Holdings plc is the beneficial owner of all the equity share capital, either itself or through subsidiary undertakings of the companies listed in 
note 10c of the Company financial statements.
Transactions with parent companies
The immediate parent company of Bonmarché Holdings plc is BM Holdings S.à r.l. and the ultimate parent company is a private equity 
investment fund advised by an affiliate of Sun Capital Partners, inc. Transactions with the immediate and the ultimate parent companies occur 
within the Group.
a) Loans
The Group had a secured loan of £9,867,941 from its immediate parent undertaking, BM Holdings S.à r.l., a company registered in 
Luxembourg. The Group had repaid the following amounts at the balance sheet dates:
29 March 2014
£’000
30 March 2013
£’000
Opening balance 6,023 –
Loan received in the period – 9,868
Interest and arrangement fees 157 1,155
Amount repaid (including interest and arrangement fees) (6,180) (5,000)
Amount outstanding (note 18) – 6,023
b) Purchase of goods and services
Management fees have been paid to Sun Capital Partners Management V , LLC during the period in relation to management services provided 
as follows:
52 weeks ended
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Management fees 1,942 782
At 29 March 2014, there was an accrual of £45k (30 March 2013: £nil) in respect of fees payable to Sun Capital Partners Management V , LLC, 
in relation to services provided by the Chairman. 62 Bonmarché Annual Report   2014
30 Related parties continued
Transactions with Key management
The Directors and Key management control 3,203,928 shares in Bonmarché Holdings plc, which represents 6.4% of the issued share capital.
Key management and Directors’ remuneration is disclosed in note 6. In addition, Executive Directors and Key management participate in a 
share scheme, further details of which can be found in note 21.
Loans have been provided to certain employees in connection with the acquisition of shares. 
52 weeks ended 
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Amounts loaned during the period 326 –
Outstanding at the end of the period 326 –
Further details of the loans can be found in note 3c of the Company financial statements.
Dividends of £285,303 were paid to Directors and Key management on 16 September 2013 for shares they held in Bluebird UK T opco Limited.
31 Events after the reporting period
Between 29 March 2014 and the date of signing the financial statements, there have been no material events.
32 Business combinations
Bluebird UK T opco Limited was incorporated on 13 January 2012 to acquire the business and assets of ‘Bonmarché’, which was formerly a 
division of The Peacock Group plc. The acquisition was completed on 20 January 2012, since when the Group’ s sole activity was as a 
multi-channel retailer of high quality, affordable, womenswear and accessories, for the 50+ year-old. On acquisition it traded from 392 high 
street stores in the UK, and a website. 
The following table summarises the consideration paid to acquire the business, the fair value of assets acquired, and liabilities assumed: 
Fair
 value
£’000
Cash 12,000
T otal consideration 12,000
Amounts of assets acquired and liabilities assumed
Cash and cash equivalents 101
Property, plant and equipment 6,496
Intangible assets 3,018
Inventory 16,448
Trade and other receivables 8,337
Other creditors and accruals (4,634)
Deferred tax liabilities (758)
T otal identifiable net assets 29,008
Gain on bargain purchase (17,008)
T otal consideration 12,000
The value of all the total identifiable net assets has been arrived at using fair value accounting principles.
Acquisition costs of £931,000 have been charged to administrative expenses and included in exceptional items in the 15 months ended 
30 March 2013.
The fair value of trade and other receivables is £8,337,000. The gross contracted amount for trade and other receivables due is £nil.
The business acquired assets with a fair value of £29m for a consideration of £12m, thereby creating a gain on bargain purchase. 
The transaction was made on an arm’ s-length basis between the acquiring entity and the administrators of The Peacock Group plc 
(in Administration). The gain on bargain purchase is shown in administrative expenses in the income statement.
The revenue and profit or loss included in the consolidated statement of comprehensive income since acquisition is the same as that reported 
for the Group, since the Group only trades from the acquired Bonmarché business.
NOTES TO THE FINANCIAL STATEMENTS Financial statements
63 Bonmarché Annual Report   2014
33 Explanation of transition to IFRS
These are the Group’ s first consolidated financial statements prepared in accordance with IFRSs. 
The accounting policies set out on pages 44 to 48 have been applied in preparing the consolidated financial statements for the period ended 
30 March 2013 and year ended 29 March 2014, and in the preparation of an opening IFRS balance sheet at 13 January 2012 (the Group’ s 
date of transition).
In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements prepared with UK 
GAAP . An explanation of how the transition from UK GAAP to IFRSs has affected the Group’ s statement of financial position, consolidated 
income statement and consolidated statement of cash flows is set out in the following tables and notes that accompany the tables.
a) Initial elections upon adoption
Under IFRS 1, a number of exemptions are permitted to be taken in preparing the consolidated balance sheet as at the date of transition 
to IFRS on 13 January 2012. No exemptions as set out in IFRS 1 have been elected. 
b) Reconciliation of UK GAAP to IFRS
IFRS 1 requires the Group to reconcile comprehensive income and cash flows for prior periods. The Group’ s first-time adoption did not have 
an impact on the total operating, investing or financing cash flows. The following tables represent the reconciliations from UK GAAP to IFRS 
for the respective periods noted for equity, earnings and comprehensive income.
Consolidated balance sheet at 13 January 2012 (transition date)
The Group’ s date of transition to IFRS is 13 January 2012, which is the date of incorporation of Bluebird UK T opco Limited. The consolidated 
balance sheet at incorporation was reported under UK GAAP and is the same as that reported under IFRS. The consolidated balance sheet 
consisted of issued ordinary share capital of £1 and other debtors of £1.
Consolidated statement of comprehensive income for the period ended 30 March 2013
Adjustments
UK GAAP
£’000
Share-based
payments
£’000
Intangible 
assets
£’000
Derivative
financial
instruments
£’000
IFRS
£’000
Revenue 175,958 – – – 175,958
Cost of sales (147,094) – – – (147,094)
Gross profit 28,864 – – – 28,864
Administrative expenses (22,737) (222) (1,279) – (24,238)
Distribution costs (8,252) – – – (8,252)
Gain on bargain purchase 13,921 – 3,087 – 17,008
Operating profit/(loss) 11,796 (222) 1,808 – 13,382
Analysed as:
Operating profit/(loss) before exceptional items 598 (222) (348) – 28
Exceptional items 11,198 – 2,156 – 13,354
Finance income 1 – – – 1
Finance costs (1,320) – – – (1,320)
Profit/(loss) before income tax 10,477 (222) 1,808 – 12,063
Taxation (2,719) 67 142 – (2,510)
Profit/(loss) for the period 7,758 (155) 1,950 – 9,553
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss:
Cash flow hedges
– fair value movements in other comprehensive income – – – 1,955 1,955
– transfer from cash flow hedge reserve to profit or loss – – – (359) (359)
T ax on cash flow hedges – – – (383) (383)
Other comprehensive income for the period – – – 1,213 1,213
T otal comprehensive income/(loss) for the period 7,758 (155) 1,950 1,213 10,766 64 Bonmarché Annual Report   2014
33 Explanation of transition to IFRS continued
Consolidated balance sheet at 30 March 2013
Adjustments
UK GAAP
£’000
Share-based
payments
£’000
Intangible 
assets
£’000
Derivative
financial
instruments
£’000
IFRS
£’000
Non-current assets
Property, plant and equipment 7,441 – (268) – 7,173
Intangible assets – – 2,834 – 2,834
Deferred tax asset – 28 – – 28
T otal non-current assets 7,441 28 2,566 – 10,035
Current assets
Inventories 20,183 – – – 20,183
Trade and other receivables 13,452 – – – 13,452
Cash and cash equivalents 8,446 – – – 8,446
Derivative financial instruments – – – 1,596 1,596
T otal current assets 42,081 – – 1,596 43,677
T otal assets 49,522 28 2,566 1,596 53,712
Current liabilities
Trade and other payables (30,017) – – – (30,017)
Borrowings (6,023) – – – (6,023)
Current taxation payable (2,719) 39 – – (2,680)
T otal current liabilities (38,759) 39 – – (38,720)
Non-current liabilities
Other payables (2,815) – – – (2,815)
Deferred tax liabilities – – (616) (383) (999)
T otal liabilities (41,574) 39 (616) (383) (42,534)
Net assets 7,948 67 1,950 1,213 11,178
Equity
Ordinary shares 132 – – – 132
Cash flow hedge reserve – – – 1,213 1,213
Retained earnings 7,816 67 1,950 – 9,833
T otal equity 7,948 67 1,950 1,213 11,178
Adjustments
Share-based payments (IFRS 2)
The Company operates a share-based incentive scheme for certain employees. The accounting for these share-based payments is the same 
under UK GAAP as under IFRS. However, on transition to IFRS, the Directors revisited the fair value. The impact of the revaluation was to 
increase the fair value and accordingly, increase the income statement charge for the period 30 March 2013 by £222,000. A deferred tax 
credit resulting from the charge has also been recognised in the income statement in accordance with IFRS 2. 
Recognition of intangible assets (IFRS 3)
Under UK GAAP , intangible assets are only recognised if they are capable of being disposed of separately, without disposing of the business 
and consequently were not recognised on acquisition. The criteria for recognition of intangible assets under IFRS 3 do not require the asset to 
be separable. As a consequence, intangible assets arising on the acquisition of Bonmarché were reassessed under IFRS 3 and a brand name 
and customer database recognised. The acquisition balance sheet has been adjusted to reflect the recognition of these assets and associated 
deferred tax liabilities. The resulting amortisation charge and associated taxation credit has been recognised in the income statement.
Derivative financial instruments (IAS 32 and IAS 39)
The Group’ s derivative financial instruments comprise of foreign exchange forward contracts purchased to hedge future foreign currency 
payments to suppliers. Under UK GAAP , foreign currency derivatives are not recognised on the balance sheet where FRS 26 is not voluntarily 
applied. The adoption of IAS 32 has resulted in the recognition of the derivatives at fair value in the balance sheet of the Group. Under IAS 39 
derivatives that qualify for cash flow hedging are recognised at fair value on the balance sheet with corresponding movement in value deferred 
to equity. A corresponding deferred taxation liability has also been recognised on the balance sheet relating to cash flow hedges, with the 
movement in balance also deferred to equity.
NOTES TO THE FINANCIAL STATEMENTS Financial statements
65 Bonmarché Annual Report   2014
COMPANY FINANCIAL STATEMENTS
COMPANY BALANCE SHEET
Note
As at 
29 March
2014
£’000
Fixed assets
Investments 2c 66,069
Current assets
Debtors 3c 326
Creditors: amounts falling due within one year 4c (1,225)
Net current liabilities (899)
T otal assets less current liabilities 65,170
Net assets 65,170
Capital and reserves
Called up share capital 5c 500
Share premium 6c 1.496
Employee benefit trust reserve (1,187)
Profit and loss account 7c 64,361
T otal shareholders’ funds 65,170
The financial statements of Bonmarché Holdings plc on pages 65 to 68 were approved by the Board of Directors on 13 June 2014 and were 
signed on its behalf by: 
Beth Butterwick 
Chief Executive 
Stephen Alldridge 
Finance Director
Company registration number: 08638336
The accounting policies and the notes on page 66 form an integral part of these financial statements. 66 Bonmarché Annual Report   2014
NOTES TO THE COMPANY FINANCIAL STATEMENTS 
Period ended 29 March 2014
1c Statement of accounting policies
General information
Bonmarché Holdings plc was incorporated on 5 August 2013 as Bonmarché Holdings Limited and was a wholly owned subsidiary of 
BM Holdings S.à r.l. On 26 September 2013, Bonmarché Holdings Limited acquired the share capital of Bluebird UK T opco Limited from 
BM Holdings S.à r.l. and other minority shareholders in a share-for-share exchange. Bonmarché Holdings Limited re-registered as a public 
limited company on 1 November 2013 and listed on the AIM market of the London Stock Exchange on 20 November 2013.
Basis of preparation
The Company’ s financial period is the period from incorporation on 5 August 2013 to 29 March 2014. The financial statements are prepared 
on the going concern basis, under the historical cost convention and in accordance with the Companies Act 2006 and applicable accounting 
standards in the United Kingdom. 
The Company has taken advantage of the exemption contained in Section 408(4) of the Companies Act 2006 from presenting its own profit 
and loss accounts. The loss dealt with in the accounts of the Company was £1,471,834.
The Company has taken advantage of the exemptions in FRS1 – ‘Cash flow statements’ and has not prepared a cash flow statement.
Accounting policies have been applied consistently throughout the period. 
The Company has taken advantage of the exemption under FRS 8 ‘Related party disclosures’ and not disclosed details of transactions with 
wholly owned subsidiaries.
Investments 
The cost of investments in subsidiary undertakings is recorded as cash paid and any further costs connected with the acquisition. Provision is 
made where necessary to reduce the carrying value of an investment to its estimated recoverable amount where in the opinion of the Directors 
there has been an impairment.
Share-based payments
The Company has issued equity-settled share-based payments to certain employees in subsidiary companies as part of an incentivisation 
programme. The fair value of share-based payments granted to subsidiary employees is recognised as a capital contribution in the subsidiary 
from the date of grant over the vesting period with a corresponding increase in equity. Costs are recharged to the relevant employing 
subsidiary and recognised as a repayment of the capital contribution. 
Employee Benefit Trust
The assets, liabilities, income and expenses of the Bonmarché Employee Benefit trust (‘EBT’) are consolidated into the financial statements of 
the Company. Shares in the Company held by the EBT are included in the balance sheet at cost as a deduction from equity.
2c Investments
29 March 2014
£’000
Cost and net book value at incorporation –
Additions 66,069
Cost and net book value at 29 March 2014 66,069
Additions represents the investment in Bluebird UK T opco Limited, and the wholly owned subsidiaries of Bluebird UK T opco Limited, when the 
Company acquired its share capital as described in the general information section of the Company’ s accounting policies. 
A list of all the principal subsidiaries owned by the Company is included in note 10c.
The Directors believe that the carrying value of the investment is supported by its underlying net assets and expected results from future 
trading of subsidiaries.
3c Debtors
29 March 2014
£’000
Employee loan account 326
Prior to the IPO, under the terms of a share scheme established by the selling shareholder, certain senior managers were given the opportunity 
to buy shares at an estimated market value. The Company advanced loans to these individuals in order to fund the acquisition of the shares. 
The loan is non-interest bearing and repayable on the sale of the shares. The shares are subject to lock-in agreements and vesting restrictions.
4c Creditors: amounts falling due within one year
29 March 2014
£’000
Amounts owed to Group undertakings (1,225) Financial statements
67 Bonmarché Annual Report   2014
5c Share capital
29 March 2014
£’000
Allotted, called up and fully paid
50,018,150 new ‘A’ ordinary shares of 1p 500
The share capital movements in the year are explained and shown in the tables below:
 – Bonmarché Holdings Limited was incorporated on 5 August 2013 with one ‘A’ ordinary share of £1.
 – On 26 September 2013,
 – Bonmarché Holdings Limited was incorporated on 5 August 2013 with one ‘A’ ordinary share of £1.
 – On 26 September 2013,
 – Bonmarché Holdings Limited issued ‘A’ and ‘B’ ordinary shares and exchanged its shares in a share-for-share exchange for Bluebird UK 
T opco Limited shares.
 – Bonmarché Holdings Limited undertook a capital reduction and cancelled 65,897,441 ‘A’ ordinary shares and 3,967,050 ‘B’ ordinary shares.
 – On admission to the AIM market on 20 November 2013,
 – Bonus issues were made on the A ordinary shares of £1 and ‘B’ ordinary shares of 1p and each of the ‘A’ ordinary shares sub-divided into 
100 shares 
 – The ‘A’ and ‘B’ shares were re-designated as new ‘A’ ordinary shares of 1p.
 – T o maintain the percentage holdings of certain management shareholders in the new capital structure, 593,572 new shares were issued 
and purchased by the Bonmarché Employee Benefit Trust and 131,428 new shares were allotted to existing shareholders.
Total issued share capital (number) Total issued share capital (£)
‘A’ ordinary  
£1 shares
‘B’ ordinary  
1p shares
New  
‘A’ ordinary  
1p shares
‘A’ ordinary  
£1 shares
‘B’ ordinary  
1p shares
New  
‘A’ ordinary  
1p shares
On incorporation 1 – – 1 – –
Issued shares to the shareholders of Bluebird UK T opco 
Limited in exchange for their shares in said company 66,029,499 3,975,000 – 66,029,499 39,750 –
Capital reduction 499 to 1 (65,897 ,441) (3,967 ,050) – (65,897 ,441) (39,671) –
Shares in Bonmarché Holdings post share-for-share 
exchange and capital reduction 132,059 7,950 – 132,059 79 –
Management share-scheme shares issued – 2,900 – – 29 –
Shares in Bonmarché Holdings prior to admission 
to AIM market 132,059 10,850 – 132,059 108 –
‘A’ shares subdivided (132,059) – 13,205,900 (132,059) – 132,059
All ‘B’ share Bonus issue 99 for 1 – 1,074,150 – – 10,742 –
‘A’ share and ‘B’ share Bonus issue 5 for 2 – 1,987,500 33,014,750 – 19,875 330,148
Allot new shares – 131,428 – – 1,314 –
Redesignate as new ‘A’ shares – (3,203,928) 3,203,928 – (32,039) 32,039
New share issue – shares purchased by EBT – – 593,572 – – 5,936
Bonmarché Holdings plc shares at the end of the year – – 50,018,150 – – 500,182
6c Share premium account
New ‘A’ ordinary shares were issued on 20 November 2013 and Share premium of £1,495,829 was received on the purchase of shares by 
the Bonmarché Employee Benefit Trust and other shareholders.
7c Profit and loss account
Period ended
29 March 2014
£’000
On incorporation –
Loss for the period (1,472)
Share-based payments credit 258
Capital reduction 65,937
Bonus issues (362)
Profit and loss account 64,361
Information on the share award schemes can be found in note 21 in the Group financial statements.
The capital reduction and bonus issues were made as described in note 5c and the realised profit on the capital reduction is shown within 
profit and loss reserves.
Auditors’ remuneration for audit services to the Company was £5,000. This is borne by another Group company. 68 Bonmarché Annual Report   2014
8c Dividends
The Directors have proposed a final dividend of 2.1 pence per share amounting to a dividend of £1.1m. It will be paid on 5 August 2014 to 
shareholders on the register of members as at the close of business on 27 June 2014, subject to approval of shareholders at the Annual 
General Meeting, to be held on 31 July 2014. In line with the requirements of FRS 21 – ‘Events after the reporting period’, this dividend has 
not been recognised within these results.
9c Share-based payments
A share-based payment credit of £258,000 has been made to the profit and loss account in the period for an equity-settled share scheme 
where the shares are settled by Bonmarché Holdings plc and the services are received in another Group company. Further details of the 
share-based payments are in note 21 of the Group financial statements.
10c Principal subsidiaries
Name Country of incorporation Nature of the business Proportion of ordinary shares held
Bluebird UK T opco Limited England & Wales Holding company 100%
Bluebird UK Holdco Limited England & Wales Holding company 100%
Bonmarché Limited England & Wales Retail 100%
Bluebird UK Bidco 2 Limited England & Wales Retail – discontinued 100%
11c Related party transactions
During the period, the Company issued loans to certain employees in connection with the acquisition of shares.
52 weeks ended
29 March 2014
£’000
Period ended 
30 March 2013
£’000
Amounts loaned during the period 326 –
Outstanding at the end of the period 326 –
Further details of the loans can be found in note 3c of the Company financial statements.
NOTES TO THE COMPANY FINANCIAL STATEMENTS 
Period ended 29 March 2014 Registered office:
Bonmarché
Jubilee Way
Grange Moor
Wakefield
West Yorkshire
WF4 4SJ
T elephone: +44 1924 700100
Financial PR:
FTI Consulting
200 Aldersgate Street
London
EC1A 4HD
Email: Bonmarche.sc@fticonsulting.com
T elephone: +44 203 727 1109
 
Nominated adviser and broker:
Investec Bank PLC
2 Gresham Street
London
EC2V 7QP
T elephone: +44 207 597 4000
Solicitors:
DLA Piper UK LLP
3 Noble Street
London
EC2V 7EE
Auditors:
PricewaterhouseCoopers LLP
Benson House
33 Wellington Street
Leeds
LS1 4JP
Registrar:
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
T elephone (UK):  0871 664 0300
T elephone (International): +44 208 639 3399
INVESTOR CONTACTS 
KEY DATES
These dates are indicative and may be subject to change
Dividend record date 27 June 2014
Annual General Meeting and trading update announcement 31 July 2014
Dividend payment date 5 August 2014
Financial half-year end 27 September 2014
Pre-close trading update October 2014
Half-yearly management statement November 2014
Christmas trading update January 2015
Financial year end 28 March 2015
Pre-close trading update April 2015
2015 final results announcement June 2015
ANNUAL GENERAL MEETING
The AGM will be held at Bonmarché Head Office, Jubilee Way, Grange Moor, Wakefield WF4 4SJ on Thursday 31 July 2014.  
The meeting will start at 12.00pm and registration will be available from 11.30am.
Designed and produced by MerchantCantos 
www.merchantcantos.com Bonmarché Annual Report 2014
Bonmarché
Jubilee Way, Grange Moor, Wakefield,  
West Yorkshire WF4 4SJ
+44 (0)1924 700100
www.bonmarcheplc.co.uk