BONMARCHÉ HOLDINGS PLC
Annual Report 2015
BONMARCHÉ HOLDINGS PLC Annual Report 2015 Driving growth 
by taking care 
of every detail
STRATEGIC REPORT
01 Highlights
02 At a glance
04 Chairman’s Statement
06 Chief Executive’s Report
08 Our business model
12 Strategic pillars
16 Key performance indicators
18 Principal risks and uncertainties 
20 Financial Review
CORPORATE GOVERNANCE
24 Board of Directors 
26 Corporate Governance Report
31  Audit Committee Report
34 Directors’ Remuneration Report
43 Directors’ Report
46  Statement of Directors’ 
responsibilities
FINANCIAL STATEMENTS
Group financial statements
47 Independent Auditor’s Report
49 Consolidated income statement
4 9  C onsolida t ed s ta t ement 
of comprehensive income
50 Consolidated balance sheet
51  C onsolida t ed s ta t ement 
of changes in equity
5 2  C onsolida t ed s ta t ement 
of cash flows
53  Notes to the Group  
financial statements
Company financial statements
72 Company balance sheet
73  Notes to the Company  
financial statements
SHAREHOLDERS’ INFORMATION
76 Shareholders’ information
Find out more online at 
www.bonmarcheplc.co.uk STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Highlights
2015 
Strategic and operational highlights
 › Increased share of UK women’s value clothing market by 12.8% 
to 4.4% (Kantar)
 › Progress made in achieving strategic objectives:
 › Improved product ranges
 › Achieved 36% growth in online sales and 32% increase 
in call centre sales
 › Opened 29 new stores/concessions (net) and further progress 
made in roll-out of store modernisation programme
 › Increased the number of most loyal core customers
Read more about our performance 
for the year on pages 06 to 11
06
Financial highlights
Revenue 
£178.6m
FY13 FY14 FY15
£146.8m
£164.3m
£178.6m
Underlying profit before tax 
£12.4m
£6.1m
£11.2m
£12.4m
Profit before tax 
£12.4m
£8.0m
£12.4m
Total dividend for FY15 per share
6.8p
Interim dividend per share
2.3p
Final dividend per share
4.5p
Basic EPS 
20.7p
23.4p
20.7p
Underlying basic adjusted EPS
20.7p
18.6p
20.7p
Net cash 
£10.2m
£2.4m
£4.8m
£7.8m
£10.2m
Throughout this Annual Report, 
we refer to our financial year ended 
28 March 2015 as ‘FY15’ and 
the previous financial year ended 
29 March 2014 as ‘FY14’.
FY13 FY14 FY15 FY13 FY14 FY15
FY13 FY14 FY15 FY14 FY14 FY15 FY15
BONMARCHÉ HOLDINGS PLC Annual Report 2015 01  STRA TEGIC REPORT
At a glance
We are one of the UK’s largest 
multi-channel retailers of stylish, 
affordable clothing for women over 50. 
MAKING WOMEN  
OVER 50 FEEL FABULOUS
share of UK women’s value clothing market*
TRUSTED BRAND  
We are dedicated to serving the mature female customer. 
Bonmarché is a brand that our customers can trust to provide 
style-appropriate, quality products at fantastic prices.
We offer a comprehensive range that is designed in-house 
to offer the right balance of style, fit and value. 
4.4% 7.1m
Read more about our business   
model on pages 08 to 09
08
members in our Bonus Club
UNDERSTANDING 
OUR CUSTOMERS
We place great emphasis on knowing what our customers 
want – appropriate, stylish and quality products at fantastic 
prices underpinned by outstanding service. 
Our Bonus Club loyalty card scheme has approximately 
7.1m members and is a valuable asset. It offers benefits to 
the members, and provides us with insight into customer 
preferences and spending patterns. The data helps us 
to serve our customers better.
* Kantar March 2015
BONMARCHÉ HOLDINGS PLC Annual Report 2015 02 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
3
,
300
employees
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. 
Our values act as guiding principles:
 › Respect
 › Integrity
 › Friendly service
 › Professionalism
292
stores across the UK
STORE PORTFOLIO 
WITH MULTI‑CHANNEL OFFER
We have 292 stores across the UK, in convenient, 
accessible locations. 
‘Shop the way you want’ – we offer different ways to shop 
– online, catalogue, TV and telephone.
BEST FASHION RETAILER 
OF THE YEAR OVER £125M
Bonmarché won the 'Drapers' award 
for Best Fashion Retailer of the Year 
over £125m
IPO OF THE YEAR
Winner of ‘IPO of the Year’ at the 2014 
Small Cap Awards
Award‑ winning
BONMARCHÉ HOLDINGS PLC Annual Report 2015 03  STRA TEGIC REPORT
Chairman’ s Statement
In my first annual statement as Chairman, I am pleased 
to report on a successful year with solid growth and good 
progress made against our strategic objectives.
Performance for the year
It was a positive year for Bonmarché. There was good 
progress underlying the increased Group revenue and 
profit before tax, in a year which, overall, was challenging.
Implementation of the strategy progressed well, 
with improvements and developments in each of the 
four key areas of: product; online/multi-channel; new 
space, and store environment/service improvements.
The Bonmarché brand remains at the heart of the 
business, and I am encouraged by the work that has 
been started to make more of this; I believe there are 
many potential customers who will be delighted when 
they discover Bonmarché for the first time. I am excited 
by the possibilities of the fledgling menswear range, 
and the Ann Harvey sub-brand, both of which were 
launched as trials. Meanwhile, the David Emanuel 
sub-brand continues to play an important part.
The financial position of the business remains very sound, 
with a debt-free balance sheet which provides a stable 
platform for the future.
It is pleasing that once again our efforts have been 
recognised by others. Bonmarché won ‘IPO of the Year’ 
at the 2014 Small Cap Awards, and the Drapers Record 
award for ‘Best Fashion Retailer of the Year over £125m’, 
a respected award in the fashion retail industry. Finally, 
in the 2015 ‘Which’ annual retailer survey, we were voted 
second (to John Lewis) by consumers, in the ‘Clothing 
and Shoes’ category.
I would like to take this opportunity to recognise each and 
every one of our 3,317 colleagues here. Our store, warehouse, 
and head office support colleagues form a fantastic team 
working together to delight our customers. 
The Board
Throughout the year, the Board comprised Tim Mason 
as Chairman, Ishbel Macpherson as Senior Independent 
Non-executive Director, me as independent Non-executive 
Director, Beth Butterwick as Chief Executive and Stephen 
Alldridge as Finance Director.
Tim was a partner of Sun European Partners, LLP (‘Sun’), 
whose affiliate is the Company’s majority shareholder, 
and was its appointee on the Board. Tim stepped down 
as a partner of Sun and therefore also as Chairman of 
the Company, and left the Board on 29 April 2015. I would 
like to take this opportunity to extend warm thanks to 
Tim, who, as Chairman since 2013, made an invaluable 
contribution to the business during a period of great 
change, before and during the IPO process, and as 
a public company.
A year of solid growth
04 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
In Tim’s place, I was appointed as independent 
Non-executive Chairman and Michael Kalb, who 
is a senior managing director at Sun and has been 
working with the Company since its initial acquisition 
by Sun, joined the Board as Sun’s appointee, as a 
non-independent Non-executive Director. I would 
like to welcome Michael to the Board and we look 
forward to his contribution over the coming years.
As a consequence of the other Board changes, 
Ishbel has assumed Chairmanship of the Remuneration 
Committee, in addition to her existing roles as Senior 
Independent Non-executive Director and Chairman 
of the Audit Committee. 
Corporate governance
For the purposes of the UK Code, we consider 
Bonmarché to be a ‘smaller’ company, and the 
composition of the Board, Audit and Remuneration 
Committees was therefore compliant, during the year, 
with the relevant UK Code provisions. We will keep 
the composition of the Board under review, and make 
changes if we feel they are required. I will continue 
to serve on the Audit and Remuneration Committees 
until such time as we appoint a new independent 
Non-executive Director. The Board feels there is 
no immediate need to make such an appointment, 
but has undertaken to keep this under review.
I am fully committed to maintaining high standards of 
corporate governance and to being transparent about 
our arrangements and intentions for future improvement. 
I am pleased with the progress we have made during 
the year and will ensure that governance remains 
at the forefront of our minds as we move forward.
26
Read more about our corporate  
governance on page 26
Dividend
The Board is pleased to recommend a final dividend 
of 4.5 pence per share. If approved by shareholders at 
the AGM on 30 July 2015, it will be paid on 4 August 2015 
to shareholders on the register on 26 June 2015.
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. 
I look forward to working with the Board and our colleagues 
on what I expect will be another exciting year.
John Coleman
Chairman
12 June 2015
We specialise in 
fashion, style, 
quality and fit!
David Emanuel clothes are great and 
the sizes are great and good prices. I do 
recommend this to anyone as Bonmarché 
clothes are good quality and good prices.
Jayne, Lanarkshire
I love all Bonmarché clothes because 
they are really good quality, stylish and 
a generous fit. It’s very hard to find nice 
clothing when you are on the large side 
and an older lady. Whether I buy online or 
in my local store I always get great service.
Maggy, West Yorkshire
I love the range of clothing in Bonmarché 
at the moment. The quality and excellent 
value of everything you try on. It’s hard 
to choose what to buy first!
Susan, Suffolk
CUSTOMER FOCUS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 05  STRA TEGIC REPORT
Chief Executive’ s Report
Introduction
I am satisfied with the current year’s performance, in a 
year of contrasts. A strong performance in the first half 
was supported by good summer weather; however, the 
mild autumn created more difficult trading conditions 
in the second half of the year. 
Against this backdrop, we have achieved solid profit 
growth. During the second half of the year in particular, 
the loyalty of our core customers and our ability to maintain 
a tight control on costs have been key strengths. The Group’s 
financial position is sound, and we enter the new financial 
year with a strong balance sheet.
We remain focused on implementing our strategy, which 
is set out below.
Trading review
Sales (in this report, we will refer to revenue as ‘sales’) 
for the year increased by 8.7%, with store only like-for-like 
(‘LFL’) sales increasing by 4.0%, 6.0% including online. 
This increased our market share by 12.8%, to 4.4% of the 
UK women’s value clothing market (as measured by Kantar).
During the first half of the year, sales increased by 11.8% 
and store LFL sales by 7.8%. Multi-channel made good 
progress, growing 50.6% compared to H1 the previous 
year. The warmer than average weather created particularly 
strong demand for big seasonal categories such as jersey 
tops, cropped trousers, shorts and swimwear. 
In the second half of the year, sales increased by 5.7%, 
store LFL sales by 0.2% and multi-channel grew by 25.6%. 
The difficulties of the autumn season have been widely 
reported elsewhere, and Bonmarché was not immune to 
the effects of the mild conditions. Our customers had less 
reason than normal to invest in heavier clothing such as 
knitwear and coats, when the product mix in stores had 
shifted towards these items. In addition, we have identified 
that, for the coming autumn season, improvements can 
be made to elements of our outerwear and knitwear ranges, 
and we have incorporated the lessons learned. We will also 
reduce the reliance on coats and knitwear during the early 
autumn months. 
The mild autumn also resulted in increasing levels of 
discounting activity on the high street, progressively 
intensifying and culminating in widespread price reductions 
on ‘Black Friday’, which continued unabated in the approach 
to Christmas. This took the edge off December’s full price 
sales with many ‘sales’ (including ours) beginning before 
Christmas, and accordingly, the impact of the January sale 
was reduced, leading to a difficult fourth quarter. 
Chief Executive’s Report: 
Our business model  
on page 08
08
Our strategic pillars 
on pages 12 to 15
12
Our key performance  
indicators on pages 16 to 17
16
We have delivered solid profit 
growth in a year of contrasts. We 
remain focused on implementing 
our strategy, and improving how 
we serve our customers. 
Our principal risks  
on pages 18 to 19
18
06 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Given these challenges, we are pleased with the overall 
result, and in particular, our ability to achieve an end of 
season stock holding which was almost as low as it was 
in March 2014, despite the increase in store numbers.
Financial results
Profit before tax (‘PBT’) was £12.4m, an increase of 55.3% 
on the £8.0m reported for FY14. The underlying PBT 
increase was 10.4% on the £11.2m pre-exceptional figure 
reported for FY14.
Sales grew in the core LFL retail estate, from opening 
new retail outlets, and online. There was a slight growth 
in the product gross margin, and an increase in operating 
expenses as we invested in overhead costs to support the 
business’s growth. This is explained in more detail in the 
Financial Review on page 20.
Strategic review
Product
A core principle of our product strategy is ‘offering our 
customer what she wants’. We describe below the ways in 
which we have striven to do this during the year under review.
Build back the gaps in the ranges
We have continued to grow sales in the categories of 
t-shirts, tops, trousers, lingerie and nightwear, where our 
offer had previously been incomplete.
Develop categories where our sales mix is lower than 
the norm
We have increased the mix of sales as a percentage of 
the total, in categories where our ranges had been under 
represented compared to the norm in women’s fashion 
retail. The main categories where we increased sales as 
a result of this initiative were dresses, swimwear, footwear 
and accessories. The new styles introduced have 
resonated well with our customers.
Making the ranges more fashionable
Customers have consistently told us (for example, 
through our quarterly ‘mystery shopper’ programme) 
that they want more fashionable products. We have 
therefore ensured that we have continued to increase the 
percentage mix of our contemporary fashion offer – but 
without alienating customers who are slower to make the 
move away from more traditional items. 
Many of these more fashionable designs have been 
introduced via the David Emanuel label, which tends 
to feature clothing focused towards special occasions. 
This sub-brand continued to account for c. 12% of sales 
during the year under review. 
Hero lines
These are everyday staples that customers expect us to 
stock at all times and with complete availability of sizes. 
Sales of these core lines grew by 15% and increased their 
mix of total sales to 15%.
Great choice and 
value for money!
Once again Bonmarché as far as I am 
concerned has a brilliant selection of 
clothing. After trying other fashion shops 
I always return to my Bonmarché store. 
I would recommend (and often do) you 
to anyone. As fashions change you ring 
in the changes at very competitive 
prices and good quality.
Shelah, Lincolnshire
I love Bonmarché clothes; they are 
quality and value. The online ordering 
is fast and the shop staff are very helpful. 
Maggy, Cambridgeshire
I find that Bonmarché products are 
always good value for money and usually 
far cheaper than other high street stores.
Trina, North Yorkshire
CUSTOMER FOCUS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 07  STRA TEGIC REPORT
Strategic review continued
Product continued
Ann Harvey
Last summer, we launched our Ann Harvey collection in 
23 stores and online, initially as a trial. The trial results have 
helped us refine the collection for autumn/winter 2015, which 
will be primarily aimed at offering existing and new ‘plus-size’ 
customers a more contemporary range than the Bonmarché 
main range (which, whilst it caters for a broad range of sizes, 
is not a dedicated ‘plus-size’ range), at slightly higher price 
points (broadly in line with prices for the David Emanuel range). 
We will offer this range in sizes 18 to 32.
Menswear
As a result of feedback from our customers, and the output 
from focus groups, during the late autumn of 2014 we 
began to test a limited range of menswear in 50 stores. 
The trial is still at an early stage but we are optimistic that 
this is an opportunity which merits further exploration. 
The trials have begun to indicate which products work 
best in the autumn season, although it is too early to draw 
any equivalent conclusions about the summer season. 
We will therefore continue to learn and adapt our offer.
Pricing
We have continued to focus on maintaining a price 
architecture which supports our ‘first price, right price’ 
entry price policy, whilst seeking to stretch exit prices 
where the opportunity exists. 
RESEARCH
Knowing what trends are relevant 
for the 50+ demographic
FEEDBACK
Listening to commercial feedback 
from stores in order to inform  
product decisions
INSIGHT
Gained from our loyalty scheme,  
the Bonus Club, which has more 
than 7.1m members
OUR BUSINESS MODEL
CUSTOMERS
We know our customers
Great  
SERVICE
Great  
PRODUCT
Great  
PRICE
BRAND
What we ’re known for
Chief Executive’ s Report continued
On the key lines where we regularly benchmark entry 
prices against competitors, our price points have 
remained level, although slight changes in the product 
mix have had the effect of increasing the average entry 
price by 1.1% in the current spring/summer season, 
compared to the previous year’s equivalent. 
Through the development of occasionwear ranges 
(particularly dresses and tailoring), we have raised the 
average exit price point by 8.7%. Overall, average prices 
have increased by 1.8%. 
Supply chain
We continue to focus on key partnerships in our supply 
base. We have further rationalised these to 90 ‘active’ 
suppliers, which we now believe to be the optimum 
number for the business as it is configured. Consolidating 
our supply base has made it possible to manage individual 
relationships in a more productive way, as well as improving 
our buying power. 
Our top 20 suppliers now account for 71% of our 
production, up from 67% last year. Additionally, 88% of 
the factories we use have been audited for compliance 
with appropriate operating, ethical and safety standards; 
this is from a starting position of 27% in 2013. 
Future developments
Looking to the new financial year, our product initiatives 
will focus on the following areas:
 › continue to build sales in core categories where we 
see more potential, particularly trousers, blouses, skirts 
and nightwear;
BONMARCHÉ HOLDINGS PLC Annual Report 2015 08 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
 › continue to develop categories where we identify 
the potential to increase the sales mix – particularly 
dresses, footwear and accessories;
 › work on the coats and knitwear ranges, to increase 
their relevance at times when there is a particular risk 
that we cannot rely on the arrival of ‘seasonal’ weather 
(for example, at the beginning of autumn); 
 › offer a higher price tier David Emanuel collection 
in order to offer our customers a more premium 
occasionwear choice;
 › relaunch Ann Harvey this autumn;
 › develop our menswear offer to further understand 
the size of the opportunity; and 
 › develop capsule gifting and beauty ranges.
Online and non-store channels
Our strategic focus in relation to online and non-store 
channels has been aimed at improving customers’ overall 
shopping experience. Non-store sales were £13.3m, up 
from £9.7m in FY14, a growth of 36.9%, following an 84.2% 
growth the year prior. The main non-store channel is the 
website, sales from which represented 7.4% of the total 
sales mix. 
A key priority was to improve the ‘look and feel’ and 
usability of our website. We have made a number of 
improvements to the site, including the introduction of 
a simplified landing page, clearer main banner messaging, 
SOLUS 
STORES
CONCESSION 
STORES
WEBSITE
TV  
SHOPPING
CATALOGUE TELEPHONE
CONVENIENCE
We provide a comprehensive channel offering
FLEXIBLE
Sourcing from a broad range of 
suppliers to guarantee availability 
and cost effectiveness
EFFICIENT
Our own fleet, partnering with third-party 
specialists, distribute to our stores, and 
reach individual customers promptly
ETHICAL
Working only with suppliers who 
can demonstrate commitment to 
the ethical treatment of their workers
SUPPLY
We operate an effective supply chain
a more logical hierarchy of tab messages down the page, 
fewer category descriptions, and simpler search and 
checkout tabs. Email campaigns have been improved, 
to be more relevant and to include a broader range of 
content, for example in relation to promotions, occasion 
dressing or style tips. 
One of the most striking changes that we have observed 
in customer behaviour has been the increase in use of tablet 
devices, particularly for research, and to a lesser extent, 
smartphones. Traffic reaching the website via tablets now 
accounts for 38% of all traffic and represents 32% of our 
online sales mix, a 75% increase on last year. Sales transacted 
using desktop or laptop computers have declined by 20%, 
and, whilst relatively small, sales transacted via mobile 
devices have increased to 6% of total online sales. 
We had noted this trend during FY14, and began working 
with our website provider, Venda, to develop a ‘responsive’ 
website – the industry term for a site which responds to 
the type of device used by the customer to access the site, 
and alters the appearance and function of the site to most 
appropriately suit the device. For example, on a tablet, the 
interaction would be geared towards a touchscreen, whereas 
on a laptop, the interaction would be geared towards the use 
of a keyboard and mouse. The development of the website 
has taken longer than originally planned and the responsive 
website is now expected to be launched in July 2015. 
BONMARCHÉ HOLDINGS PLC Annual Report 2015 09  STRA TEGIC REPORT
Strategic review continued
Online and non-store channels continued
The catalogues, which we produce quarterly, are now well 
established as a popular complement to the stores and 
website. Although the primary use of the catalogue is to 
showcase new collections prior to a purchase made in 
store or online, some customers welcome the facility to 
order directly from the catalogue via our call centre. Sales 
made through the call centre increased by 32% compared 
to the previous year. 
Future developments
The following summary outlines our priorities for the 
coming year:
 › introduce the fully responsive site in July 2015;
 › improve search and navigation functionality and increase 
the relevance of merchandise recommendations. We will 
work with a new partner called ‘Attraqt’ which has a 
strong track record in improving the ‘shop window’ 
and ‘store layout’ for customers of Venda, and work 
will begin in earnest on this as soon as the responsive 
website is operational; and
 › a new, improved fulfilment service, allowing 
customers to track and trace parcels, and giving 
greater delivery options.
Stores
Space
Our LFL stores, which represent 86.9% of our sales, 
delivered 4.0% year-on-year growth. We opened 29 new 
stores which contributed £8.3m of additional sales. At the 
end of the financial year, our store portfolio comprised 
292 stores, analysed as follows:
Number at
29 March
2014
Net
opened
during
year
Number at 
28 March 
2015
Solus Bonmarché stores 259 6* 265
Solus Bonmarché 
stores relocated
n/a 3/(3)** n/a
Garden centre concessions 1 16 17
Other concessions 3 7 10
Total 263 29 292
* 7 solus stores opened in the year, and 1 existing store closed.
**  3 solus stores relocated in the year, i.e. 3 opened and there 
were 3 corresponding closures.
We are pleased with the performance of the new solus 
stores in particular, which supports our strategy of 
selecting only sites that meet strict criteria, and rejecting 
the many opportunities which do not. We will continue to 
pursue a policy which emphasises quality over quantity. 
At the beginning of the financial year, the garden centres 
and concessions represented an exciting opportunity, but 
an unknown quantity in terms of store location dynamics. 
Our approach was therefore to open in a range of 
different location types, to learn as quickly as possible the 
characteristics that most strongly indicate the potential 
for a profitable unit. As a result, we believe we have 
Chief Executive’ s Report continued
identified the criteria to look for when selecting new sites 
and this insight will be applied to openings in FY16. These 
criteria principally relate to the size of the Bonmarché 
store within the host store, the size and footfall of the host 
store, and the presence of a busy restaurant on the site.
Store environment
During the year, we made a number of investments in our 
stores. Some of these were part of the continuing process 
of making the stores a more attractive place to shop, and 
some were less visible infrastructure investments to 
underpin future growth.
New fascias were installed in 18 stores, and this 
programme will grow next year, as we plan to replace 
older store fronts to bring them up to date with the 
latest branding, and to achieve greater consistency 
across the stores. 
The cash desk units were replaced in 209 stores to 
prepare them for the installation of new tills, and we 
made significant upgrades to the store communications 
infrastructure, including installation of broadband, 
Wi-Fi and local networks in each store, also part of the 
preparatory work for the EPOS till replacement project.
People and service
We have continued to train and develop our store 
colleagues. We measure our progress using an in-store 
‘mystery shopper’ programme facilitated by a third party. 
By the end of the year, the key ‘Net Promoter Score’ 
indicator stood at 47.5% (March 2014: 47.0%). 
The mystery shopper programme has been a useful tool 
to help us improve our overall customer service, identify 
where stores are offering outstanding service, and reward 
it. We want to improve our understanding of the link 
between customer service and customer satisfaction, and 
the mystery shopper programme will therefore evolve 
during FY16 into a programme of ongoing customer 
satisfaction surveys, which will help us to develop this 
understanding. We will also launch a sister programme 
to measure customer satisfaction with our online store.
As a logical extension to our customer service initiatives 
(such as the established bra fitting service introduced in 
FY14), we began a trial last year of a personal shopping 
service. Initial feedback from customers has been positive, 
and we plan to roll this out during FY16.
Future developments
For FY16, the main areas of focus will be:
 › to continue with our plan selectively to open new 
space – the target is the same as the target for FY15, 
which is to open five Bonmarché solus stores and 15–20 
concession locations; 
 › test other store concession models;
 › to step up the programme to replace the store fascias;
 › roll out the personal shopping service to all stores; and 
 › replace our in-store mystery shopper programme with 
an online customer satisfaction survey.
BONMARCHÉ HOLDINGS PLC Annual Report 2015 10 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Brand and customer engagement
As I have noted, our customers are embracing the 
move towards a more contemporary Bonmarché. To 
complement the modernisation of the clothes we sell, 
our branding also needs to reflect this, and we have 
been busy developing a more modern evolution of the 
Bonmarché theme. To ensure that we achieve consistency 
wherever the brand appears, we have produced a brand 
bible, which will guide our internal colleagues and external 
partners in the development of creative content and 
customer messaging across all our channels.
Our Bonus Club loyalty scheme has continued to evolve, 
with the introduction this year of trials to test the reaction 
to a broader range of event driven mailings to customers, 
for example a welcome mailing to acknowledge the 
membership of a new customer, and a birthday mailing. 
These are well established tools used by direct marketers, 
intended to nurture customer loyalty over the long term. 
The number of our most loyal customers has increased 
by 4.3%, and, as we welcome new customers through the 
broadening of the brand’s appeal, and the opening of new 
space, we will work hard to keep building the size of the 
most loyal core. 
Bonmarché has not historically used conventional 
paid advertising to promote the brand, although this is 
something we will look into in the future. We operate two 
programmes, the primary purpose of which is to expose 
the brand to a wider audience and increase awareness 
of it – a Bonmarché magazine (BON) and TV shopping. 
The magazine has been established for several years 
– 410,000 copies are distributed four times per year 
– and during FY15 we have significantly modernised 
it to match the other brand developments. 
Our partnership with the Ideal World TV shopping 
channel has continued to work well, and the focus during 
FY15 was to increase the number of weekly shows, 
increased to two-hour slots during peak selling times. 
This has proved successful and this activity continues 
to generate a small profit, as well as fulfilling its main 
purpose which is to create an awareness of Bonmarché 
amongst a wider group of potential customers.
Future developments
Looking to the new financial year, our brand and customer 
initiatives focus on the following areas:
 › further develop our understanding of our customers 
through the implementation of an extensive consumer 
lifestyle survey; 
 › complete our brand modernisation programme across 
all channels and, to achieve greater consistency of our 
brand message across channels, development of a 
multi-channel digital strategy;
 › to keep our Bonus Club programme fresh, introduce 
new and improved membership benefits and develop 
a new-look card; and 
 › test Ann Harvey and menswear on appropriate TV shopping 
slots, to widen awareness in relation to these ranges.
Our colleagues
Each year, we ask all colleagues to take part in an 
independently run survey to give them an opportunity 
to tell us about working at Bonmarché. The results of 
this year’s survey demonstrated notable improvements 
in relation to how colleagues rated our internal customer 
service, the clarity of our strategic direction and our work 
to support individuals in their own development. 
Our focus on training this year has included investment 
in a Visual Merchandising Academy for retail colleagues, 
a Buying and Merchandising Academy for our product 
teams and Inspirational Journey coaching and mentoring 
for 30 colleagues.
Operations
We began the project to replace our store systems 
(including EPOS) with an up-to-date solution which provides 
customers with a more coherent experience regardless of 
the shopping channel used. Good progress has been made 
installing the infrastructure necessary to enable the system 
to operate, but progress on the implementation of the 
system itself has been slower than we would have liked. 
Accordingly, we are currently reviewing our options, 
including the choice of supplier, to ensure that we 
progress with the most appropriate solution. 
Under the ‘hero lines’ heading on page 7, I mentioned 
the growth we have seen – some of which is a result of 
improving the availability of stock. Although hero lines are 
a particular focus, we have identified the opportunity to 
improve stock availability across the entire product range, 
and during the year we introduced a trial to test whether 
shortening the lead time between picking an item in 
our warehouse, and delivering it to stores, would help 
achieve this. The results were encouraging, and in the 
new financial year we will make investments in our delivery 
operation to shorten the time taken to deliver to stores.
Outlook
The overall outlook for consumer spending, and therefore 
underlying growth in the clothing market, remains 
uncertain given the macroeconomic challenges which 
are still to be overcome. Taking a narrower view of the 
conditions likely to be relevant to our customers, the 
pension reforms and the rise in real incomes may have 
some positive impact, and the structural changes to the 
population should be positive for Bonmarché. Nevertheless, 
we remain neutral in our assessment of the likely effect 
of external factors on our business.
The core principles of our strategy are sound and 
unchanged, although the detail evolves as the business 
develops. Through the careful implementation of this 
strategy, we are confident that Bonmarché will continue 
to broaden its appeal to a wider group of the consumers 
within its target market, and thereby continue to grow.
Beth Butterwick
Chief Executive
12 June 2015
BONMARCHÉ HOLDINGS PLC Annual Report 2015 11  STRA TEGIC REPORT
PROGRESS
 › Building back the gaps in the ranges 
– T-shirts, tops, trousers, lingerie, 
nightwear, sales + £7.9m vs. last year.
 › Increased sales mix on under 
represented categories – dresses, 
swimwear, footwear, accessories, 
sales +£3.9m vs. last year.
 › Increased fashionability – more 
fashionable designs introduced 
through David Emanuel sub brand.
 › Hero lines drove continued growth in 
core categories – hero line sales +15%.
 › Launched Ann Harvey in 23 stores 
and online as a trial.
 › Menswear trial in 50 stores.
 › Further rationalised supply base 
to 90 ‘active’ suppliers.
BUILD BACK GAPS IN RANGES
Regain sales in categories where Bonmarché 
was historically strong.
GROW UNDER‑REPRESENTED CATEGORIES
Develop categories where our current sales 
mix is under-represented.
DEVELOP SUB‑BRANDS
Broaden our offer with sub-brands to attract 
new customers and build on customer loyalty.
IMPROVED APPEAL – 
FASHIONABILITY, PRICING, AVAILABILITY
Projects to increase the fashionability of ranges 
(but always appropriate to our customers), 
ensure prices remain competitive and improve 
stock availability.
STRATEGIC OBJECTIVES
DEVELOPING AND ENHANCING 
OUR PRODUCT RANGE
1
Sales on ‘hero lines’ grew by 15%
15%
OCCASIONWEAR
Offer a higher price tier 
David Emanuel collection as a 
premium occasionwear choice.
DESEASONALISE
Develop the coats and knitwear 
ranges, to increase their relevance 
at ‘unseasonal’ times of the year.
ANN HARVEY RELAUNCH
A refined collection launch 
in September 2015.
FOCUS
2015
2016
MENSWEAR
Continue to test and learn about 
the most appropriate clothing offer.
Strategic pillars
Read about our key performance  
indicators on page 16
16
BONMARCHÉ HOLDINGS PLC Annual Report 2015 12 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
2015
2016
DEVELOP E‑COMMERCE
Improve our online marketing and customer 
experience to increase traffic and drive higher 
conversion and basket values.
BONUS CLUB
Develop and improve member benefits to build 
loyalty and attract new customers. Personalise 
and tailor customer communications.
OTHER SHOPPING CHANNELS
Increase our brand awareness through TV selling 
presence, infomercials and PR. Enhance the 
effectiveness of our quarterly catalogue as 
a powerful marketing tool.
STRATEGIC OBJECTIVES
IMPROVING OUR ONLINE AND 
MULTI-CHANNEL OFFERING
2
Online sales growth in FY15
+36.9%
RESPONSIVE WEBSITE
Fully responsive site to launch 
in July 2015, improving mobile 
and tablet experience.
BONUS CLUB
Introduce new and improved 
membership benefits to keep our 
Bonus Club programme fresh. 
WEBSITE SHOPPING EXPERIENCE
Improve search and navigation 
functionality and increase the 
relevance of merchandise 
recommendations. 
FULFILMENT SERVICE
Launch an improved fulfilment 
service, allowing parcel tracking 
and additional delivery options.
FOCUS
PROGRESS
 › Online sales +36.9%, to 7.4% of total 
sales mix.
 › Improved look and feel of website.
 › Email campaigns improved – more 
relevant, broader range of content.
 › Conversion affected by shift towards 
visits from tablets.
 › Catalogue continued to be popular 
– sales from call centre increased 
by 32.0%.
 › TV shopping sales growth and 
increasing brand awareness.
Read about our key performance  
indicators on page 16
16
BONMARCHÉ HOLDINGS PLC Annual Report 2015 13  STRA TEGIC REPORT
STRATEGIC OBJECTIVES
DEVELOPING OUR 
STORE PORTFOLIO 3
Net promoter score improved during the year
47.5%
STORE EXPANSION
Open 5 new solus stores in FY16.
FASCIA REFIT
Replacement of more store fascias.
PERSONAL SHOPPING SERVICE
Roll out personal shopping 
service to all stores.
PROGRESS
 › Opened 6 new solus stores 
and relocated 3 existing stores. 
 › New fascias installed in 18 stores. 
 › Refitted 11 stores.
 › Investment in store infrastructure 
ready for new systems.
 › Installed 209 new till points – 
consistency of function & look.
 › New communication networks 
installed in all stores.
 › Trialled personal shopping service. 
 › Mystery shopping programme 
now embedded with good, 
consistent results.
 › Trialled improvement to store 
delivery service. 
Strategic pillars continued
Read about our key performance  
indicators on page 16
16
IMPROVE STORE ENVIRONMENT
Technology and in-store refurbishments 
to improve the shopping experience 
through a planned programme.
OPEN NEW STORES
Grow new store space in strategic-fit locations.
CUSTOMER SERVICE IMPROVEMENTS
Build on existing initiatives to continue 
improving our service proposition.
2015
2016 FOCUS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 14 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
DEVELOP ALTERNATIVE SELLING CHANNELS
Continue to identify and open alternative retail 
space whilst retaining a strategic fit with our 
core customers.
STRATEGIC OBJECTIVES
DEVELOPING FURTHER 
SALES CHANNELS
4
Opened 23 concessions in the year
23
NEW CONCESSIONS
Plan to open 15-20 concession 
locations in FY16.
Test other store 
concession formats. 
PROGRESS
 › Opened 16 garden centre concessions 
and 7 other concessions.
 › Gained valuable insight from opening 
a wide range of concession stores.
 › Closed/closing concessions which 
proved unsuitable.
Read about our key performance  
indicators on page 16
16
2015
2016 FOCUS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 15  STRA TEGIC REPORT
A range of financial and non-financial 
KPIs is used to measure performance 
and progress against the strategic plan. 
LIKE-FOR-LIKE 
SALES 
PRODUCT GROSS 
MARGIN 
ONLINE 
PARTICIPATION
1 2
3
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.
Online sales as a percentage 
of total sales.
Product gross profit as a percentage 
of revenue.
Definition
Performance
Key performance indicators
Strategic area
* The LFL and product gross margin KPIs used are measured and quoted on the same basis as that used for internal management reporting.
Overall, a 4.0% LFL growth for the 
year represents good progress in the 
core business. The shape of the LFL 
growth was skewed by the weather, 
with a stronger first half and weaker 
second half. 
The online participation increased 
by 25% as we continued to execute 
our strategy in this area. This growth 
was achieved in parallel with the 4.0% 
LFL growth in the existing stores 
and the opening of 29 new 
stores/concessions. 
The product gross margin was 0.2% 
higher than last year, a net result 
of experiencing more favourable 
exchange rates than during FY14, 
but also incurring a higher cost of 
discounting during the second half 
of the year. 
Like-for-like sales*
+4.0%
4.0
Online participation
7.4%
Product gross margin*
57.4%
10.4
1.3
7.4
5.9
3.6
57.4
57.2
57.5
FY13 FY14 FY15 FY13 FY14 FY15 FY13 FY14 FY15
BONMARCHÉ HOLDINGS PLC Annual Report 2015 16 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
UNDERLYING 
PBT MARGIN 
CASH  
BALANCE
NET PROMOTER 
SCORE 4
5
6
Profit before taxation (‘PBT’) and 
exceptional items as a percentage 
of revenue.
Cash held by the Group at 
the year-end.
The proportion of people who would 
recommend the business to someone 
else. The data is derived from 
independent market research.
Definition
Performance
Product
Stores and 
new space
Multi‑channel
Other sales 
channels
Our strategy focuses on four main areas:
Strategic area
Progress was made in improving 
this KPI, despite the more challenging 
trading conditions in the second 
half of the year.
The year-end cash balance was 
healthy, after funding the year’s 
capital expenditure and 
dividend payments. 
Progress was made on improving 
this KPI from an already strong score. 
For the new year, we are introducing 
customer satisfaction surveys to 
provide greater insight into how our 
customers rate Bonmarché. This may 
require the measurement/reporting 
of this KPI to evolve, in which case 
we will explain further in future reports.
Underlying PBT margin
6.9%
Cash balance
£11.1m
Net Promoter Score
47.5%
6.9
6.8
4.1
11.1
8.2
8.4
47.5
47.0
22.1
FY13 FY14 FY15 FY13 FY14 FY15 FY13 FY14 FY15
BONMARCHÉ HOLDINGS PLC Annual Report 2015 17  STRA TEGIC REPORT
Principal risks and uncertainties
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, and 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 26 to 30 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 keeps risk under constant review as part 
of the Group’s normal operations and conducts structured 
risk reviews every six months at which the Risk Register and 
other risk information are considered. Senior management 
updates the Audit Committee on matters relating to risk 
on a regular basis and, in addition, will raise matters 
on an ad-hoc basis if required.
EXTERNAL RISK AND IMPACT MITIGATION
Economy
Almost all of the Group’s revenue is generated in the UK. 
A deterioration in the strength of the UK economy would 
reduce the consumers’ ability or desire to purchase 
discretionary items. A reduction in consumer expenditure 
could materially and adversely affect the Group’s financial 
condition, operations and business prospects.
The business offers a low-priced, value-oriented 
product compared to most of the clothing market, 
and the Directors therefore consider that it would 
be less affected by a reduction in discretionary 
expenditure than other clothing retailers. In addition, 
the property portfolio has short lease terms, providing 
relative 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 Bonmarché’s target market, or a new 
entrant to the market may emerge. A decline in market 
share could lead to lower sales and may have a material 
adverse effect on the Group’s financial condition, operations 
and business prospects. 
The Group has adopted a strategy that is intended to 
differentiate it from its closest competitors. This includes 
the operation of a well-established customer loyalty 
scheme – the ‘Bonus Club’. 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 that 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 in particular. Without 
mitigation, input costs may fluctuate in the short term, 
creating uncertainty as to profits and cash flows.
A Treasury Policy sets out the parameters and 
procedures relating to foreign currency hedging. 
The Group does not speculate on foreign currency 
transactions in order to make a profit; therefore, 
the hedging instruments purchased must serve 
purely to reduce the Group’s exposure to foreign 
currency fluctuations. 
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.
Bonmarché’s strategy of developing alternative sales 
channels reduces the reliance on high street footfall. 
In addition, the business has taken steps to maintain 
a high 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. 
BONMARCHÉ HOLDINGS PLC Annual Report 2015 18 STRATEGIC REPORT FINANCIAL STATEMENTS CORPORATE GOVERNANCE
INTERNAL RISK AND IMPACT MITIGATION
Minimum wage
The business currently pays minimum wage to the majority 
of non-management employees. If a future government was 
to make a very significant increase to the minimum wage, 
for example to the ‘living wage’, this would have an adverse 
impact on costs. 
In the short term, there are limited actions that could be 
taken to mitigate this risk. If the competitive environment 
permitted, it may, over a longer timeframe, be possible to 
offset some or all of the impact through the introduction 
of price increases. A more remote possibility is that certain 
consumers may have increased disposable income 
as a result of the change, and this may generate 
a compensating increase in demand.
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 are 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. 
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. Processes are operated 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 adversely 
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 ‘foundation’ level 
member of the Ethical Trade Initiative and is committed 
to working only with suppliers that 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. Following a full supplier engagement programme 
completed in September 2014, the Group has a much 
improved understanding of the social/ethical compliance 
status of its supply base. 
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.
IT systems and security
Failure of the Group’s IT systems, for example due to 
inadequate protection from malicious attacks or viruses, 
could lead to business interruption and reputational damage. 
In addition, failure to make appropriate investment in new 
IT systems could result in delays in executing strategy.
A Business Continuity Plan is in place to recover data 
and provide key personnel with replacement IT facilities 
should a major system failure occur. Reputable antivirus, 
antispam and web filtering software is used. Senior 
management ensures that suitable and efficient hardware 
systems and programs are used. Senior management 
reviews current and anticipated IT requirements to 
support current and planned operations. 
Brand and reputation
The maintenance of the Group’s brand and reputation 
is vital to the success of the business. Failure to protect 
and manage this could reduce the confidence and trust 
that customers place in the business, which could have a 
detrimental impact on sales, profits and business prospects. 
Brand and reputation are closely monitored by senior 
management. Corporate and consumer public relations 
are actively managed, and customer feedback (received 
through a variety of channels) is carefully monitored. 
BONMARCHÉ HOLDINGS PLC Annual Report 2015 19  STRA TEGIC REPORT
Financial Review
Profit before tax and exceptional items
Group profit before tax (‘PBT’) was £12.4m (52 weeks 
ended 29 March 2014: £8.0m, £11.2m on an underlying 
basis), an increase of 55.3% on last year’s statutory figure, 
or 10.4% on an underlying basis. The PBT margin increased 
from 4.9% (6.8% on an underlying basis) to 6.9%.
Revenue
Total revenue grew by 8.7% from £164.3m to £178.6m. 
LFL sales increased by 4.0%, an overview of which is 
in included in the Chief Executive’s Report. We opened 
29 new stores/concessions, and the average number of 
stores open during the year grew from 263 during FY14 
to 276 during FY15. Online sales grew by 36.9%.
Sales analysis
FY15
£’000
FY14
1
£’000
Increase/
(decrease)
£’000
Increase/
(decrease)
Like-for-like sales 
(incl. VAT)
186,175 178,983 7,192 4.0%
Net new/closed stores 
(incl. VAT)
11,957 6,237 5,720 91.7%
Online (incl. VAT) 15,947 11,647 4,300 36.9%
Total sales 214,079 196,867 17,212 8.7%
Other
2
127 200 (73) (36.5%)
VAT (35,631) (32,773) (2,858) 8.7%
Total revenue 178,575 164,294 14,281 8.7%
1.  Each year, new stores that have been open throughout the previous 
financial year become classified as ‘LFL’ stores. Therefore, within the prior 
year comparative, the split between LFL and new stores alters each year, 
and the analysis of the FY14 ‘LFL’ sales and ‘new store’ sales differs from 
the corresponding analysis shown in last year’s Annual Report. The total 
sales and total revenue figures are unaffected.
2.  ‘Other’ mainly comprises revenue from the wholesale supply of goods 
to a franchise partner with a single store in Gibraltar.
20 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Profit before tax and exceptional items
Income statement
52 weeks
ended
28 March 2015
£’000
52 weeks
ended
 29 March 2014
£’000
Increase/
(decrease)
1
£’000
Increase/
(decrease)
1
Revenue 178,575 164,294 14,281 8.7%
Cost of sales (135,378) (124,516) (10,862) (8.7%)
Gross profit 43,197 39,778 3,419 8.6%
Administrative expenses (22,855) (24,648) 1,793 7.3%
Distribution costs (7,728) (6,914) (814) (11.8%)
Operating profit 12,614 8,216 4,398 53.5%
Analysed as:
Operating profit before exceptional items 12,614 11,466 1,148 10.0%
Exceptional items — (3,250) 3,250 100.0%
Finance income 18 — 18 100.0%
Finance costs (232) (231) (1) (0.4%)
Profit before taxation 12,400 7,985 4,415 55.3%
Taxation (2,504) (2,419) (85) (3.5%)
Profit for the period 9,896 5,566 4,330 77.8%
Memo information: 
Underlying EBITDA and PBT
52 weeks
ended
28 March 2015
£’000
52 weeks
ended
 29 March 2014
£’000
Increase/
(decrease)
£’000
Increase/
(decrease)
Profit before taxation 12,400 7,985 4,415 55.3%
Exceptional items — 3,250 (3,250) (100.0%)
Underlying profit before taxation 12,400 11,235 1,165 10.4%
Net finance costs 214 231 (17) (7.4%)
Depreciation 2,529 1,829 700 38.3%
Intangibles amortisation 379 366 13 3.6%
Underlying EBITDA 15,522 13,661 1,861 13.6%
Statutory basic earnings per share (pence) 20.7p 23.4p (2.7p) (11.5%)
Underlying basic adjusted earnings per share (pence) 20.7p 18.6p 2.1p 11.3%
Other memo information:
52 weeks
ended
28 March 2015
£’000
52 weeks
ended
 29 March 2014
£’000
Increase/
(decrease)
£’000
Increase/
(decrease)
Property lease costs 17,361 16,917 (444) (2.6%)
1. Brackets denote an increase in costs or decrease in revenue.
BONMARCHÉ HOLDINGS PLC Annual Report 2015 21  STRA TEGIC REPORT
Financial Review continued
Product gross margin 
The product gross margin, at 57.4%, was 0.2% higher than 
last year, a net result of experiencing more favourable 
exchange rates than during FY14, but also after incurring 
a higher cost of discounting during the second half of 
the year. 
These variables affected the first and second halves of the 
year differently. During H1, the cost of our hedged US Dollars 
was greater than for the corresponding period last year. 
Conversely, the level of discounting during the first half 
of this year was slightly lower than last year due to very 
strong sales. The exchange rate effect was the stronger 
of the two and, as a result, the H1 margin was 56.5%, 
0.8% below last year’s figure.
During the second half of the year, the effect of these 
variables reversed. The average rate at which we had 
bought US Dollars to meet our H2 FY15 requirement was 
better than for the FY14 comparative period. However, 
as trading conditions became more difficult during the 
second half of the year, more discounts were applied to 
maintain rates of sale. Again, the exchange rate effect was 
the stronger, and the H2 margin was 58.2%, 1.2% above 
last year’s figure. 
The careful use of discounting meant that at the end of 
March 2015, the residual stock level from the recently 
ended autumn/winter 2014 season was comfortably 
below our target level – despite the increase in sales and 
store numbers, we only held 5.9% more units than the 
corresponding figure at the end of March last year.
Operating expenses and interest
Underlying operating expenses
1
 grew in absolute terms 
by 8.8%. Expressed as a percentage of turnover, the 
percentage was 50.3% (FY14: 50.2%). 
Costs grew principally as a result of the opening of 29 
new stores/concessions, volume-related increases in 
distribution costs and increased marketing costs, mainly 
in the online channel. In addition, as we have begun to 
implement the capex plan, depreciation increased from its 
historically low level, and there was the effect of inflation 
on certain costs – for example, on payroll.
During the second half of the year, when it became clear 
that trading conditions were significantly more difficult 
than the first half, we took steps to reduce costs where we 
could, whilst taking care not to make any cuts that could 
affect future growth. 
Interest costs remained broadly the same as for FY14, 
and comprised the cost of maintaining the unused bank 
facilities, and finance leases used to purchase lorries.
Exceptional items
During FY15, there were no costs that required classification 
as ‘exceptional’ (FY14: £3.2m, £3.0m of which related 
to the November 2013 IPO).
Tax 
A tax refund of £0.3m relating to FY13 was confirmed 
in March 2015, which, combined with some other, smaller, 
adjustments relating to FY13, reduced the FY15 effective 
rate to 20.2% (FY15 statutory rate: 21.0%). 
The effective tax rate for the year without the effect 
of the FY13 adjusting items would have been 22.0%, 
slightly higher than the statutory rate. This is due to part 
of Bonmarché’s shopfitting costs being disallowable 
expenditure in the calculation of capital allowances and 
because the charge in respect of share-based payments 
is not deductible for tax purposes.
Earnings per share and dividends
The statutory basic earnings per share for the year are 
20.7 pence (FY14: 23.4 pence).
In order to allow a more meaningful comparison of 
earnings per share year-on-year, the weighted average 
number of shares in issue during FY14 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 that the total 
shares issued post-IPO were in issue throughout the 
whole of FY14. The EPS calculation for FY14 has also been 
recalculated on the basis of underlying earnings.
On this basis, the underlying adjusted basic earnings per 
share for FY14 were 18.6 pence per share, and the FY15 
basic EPS of 20.7 pence therefore represents EPS growth 
of 11.3%. 
The Board is proposing a final dividend in respect FY15 
of 4.5 pence per share. If approved by shareholders at 
the AGM on 30 July 2015, the dividend with be paid on 
4 August 2015 to shareholders on the register as at the 
close of business on 26 June 2015.
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.
BONMARCHÉ HOLDINGS PLC Annual Report 2015 22 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
Cash flow and cash position
Net cash generated from operating activities was £11.1m 
(2014: £9.5m). This comfortably funded the year’s capex 
projects and the dividends paid during the year. 
The Group ended the year with a gross cash balance of 
£11.1m (2014: £8.2m) and net cash of £10.2m (2014: £7.8m), 
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 
maturity date of the Barclays facility was extended during 
the year, and it now matures during November 2017.
Stock
Stock at the year-end was £24.8m, 12.0% higher than 
the £22.1m balance at the end of FY14.
This increase is a result of several factors. The first is 
simply that the new stores and concessions require stock, 
which naturally increases the total operating level. The 
second relates to the Chinese New Year; some stock for 
sale during FY16 was bought earlier, to avoid potential 
disruption to deliveries as a result of this event. Finally, 
in advance of the main summer selling season, stocks of 
certain key lines have been increased in comparison to 
last year’s level, to enable the business to satisfy any early 
season peaks in demand should these occur, for example 
in the event of a sustained spell of warm sunny weather.
Capital expenditure
Investment in property, plant, equipment and intangible 
assets totalled £6.3m during FY15 (FY14: £4.8m). 
The most significant development compared to FY14 
was the increase in expenditure on the opening of new 
stores/concessions. We also completed the second part 
of a two-stage project to replace the lorries used to 
deliver stock to stores, and there was further expenditure 
on store systems.
Stephen Alldridge
Finance Director
12 June 2015
BONMARCHÉ HOLDINGS PLC Annual Report 2015 23  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 24
Board of Directors
Beth Butterwick 
Chief Executive 
 
Date of appointment September 2011
Board Committees
 
A R
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.
John Coleman
Non-executive Chairman 
(Independent) 
Date of appointment October 2013
Board Committees A R
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 and 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 Topman 
and Topshop from 1990 to 1991 and 
managing director of Topshop from 
1986 to 1990, all at the Burton Group. 
John is a qualified accountant.
REMUNERATION COMMITTEE
AUDIT COMMITTEE
CHAIRMAN OF THE COMMITTEE
A
R
Plc 
BOARD
Remuneration  
COMMITTEE
Audit  
COMMITTEE
Trading  
BOARD
Delegation
Accountability
Executive  
DIRECTORS
AN EFFECTIVE MANAGEMENT FRAMEWORK
Operation of the Board and its Committees STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 25
Trading Board
Caroline Cotton
Buying Director 
Date of appointment October 2011
Caroline Cotton joined the Group in 
October 2011 and heads up the Buying 
and Design function, and is responsible 
for supplier relations and compliance. 
Previously, she spent eight years at AIS, 
followed by 10 years at Kaleidoscope, 
two years at Adams and 11 years at M&Co.
Jeff Bee
Merchandising Director 
Date of appointment June 2012
Jeff Bee joined the Group in June 2012. 
He heads up the Merchandising function 
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 10 years 
as a consultant to companies such as 
Marks & Spencer, Dixons Group, Faith 
and Republic.
Mark Pickersgill
Retail Director 
Date of appointment August 2008
Mark Pickersgill joined the Group in 
August 2008 to head up retail operations, 
store portfolio and store design and visual 
merchandising. Previously, he spent four 
years at C&A, six years at Topshop, two 
years at Next, three years at Gymboree 
and seven years at Peacocks.
Ishbel Macpherson
Senior Independent 
Non-executive Director 
Date of appointment October 2013
Board Committees
 
A R
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 director of corporate finance 
at BZW between 1989 and 1994.
Michael Kalb
Non-executive Director 
(Non-independent) 
Date of appointment April 2015
Board Committees
 
A R
Michael Kalb joined the Board 
in April 2015 as a Non-executive 
Director. Michael has over 20 years 
of leveraged buyout and mergers 
and acquisitions experience and is 
a senior managing director of Sun 
European Partners, LLP, the European 
affiliate of Sun Capital. Michael joined 
Sun Capital in 1999 and since then 
has led more than 100 buyout 
transactions and numerous capital 
market transactions in a broad range 
of industries. Prior to joining Sun 
Capital, Michael worked at Goldsmith, 
Agio, Helms and Company, a middle 
market investment bank acquired 
by Lazard.
Stephen Alldridge
Finance Director 
 
Date of appointment March 2003
Board Committees A R
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 & Y oung, following which 
he spent two further years with the 
firm working as a corporate 
recovery manager.  CORPORA TE GO VERNANCE
26
Dear shareholder,
I have pleasure in presenting Bonmarché’s Corporate 
Governance Report, my first since becoming Chairman 
on 29 April 2015. This report summarises the Group’s 
governance framework and highlights the work the Board 
has done during the year to develop our governance 
approach and practice.
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 aims to comply with elements 
of the UK Corporate Governance Code (the ‘UK Code’) to 
the extent that it is appropriate and practical to do so for 
a company of its nature and size. 
The Board
There were no changes to the composition of the Board 
during the year under review. However, after the year-end, 
on 29 April 2015, Tim Mason stepped down as Chairman 
of the Company and we welcomed Michael Kalb to the 
Board as a non-independent Non-executive Director. 
I would like to take this opportunity to thank Tim for his 
invaluable contribution to the business both before and 
after the IPO. Michael is BM Holdings S.à r.l.’s (the selling 
shareholder at the time of the IPO) appointee to the 
Board and his biographical details can be found on page 25. 
As a consequence of the changes, Ishbel Macpherson has 
become Chairman of the Remuneration Committee. We 
continue to believe that the Board has an appropriate 
balance of independence, skills and experience to meet 
the current requirements of the business. For the purposes 
of the UK Code, we consider Bonmarché to be a ‘smaller’ 
company, and the composition of the Board, Audit and 
Remuneration Committees were therefore compliant, 
during the year, with the relevant UK Code provisions. We 
will keep the composition of the Board under review and 
make changes if we feel they are required. I will continue 
to serve on the Audit and Remuneration Committees as 
the Board feels there is no immediate need to appoint a 
new independent Non-executive Director.
I am fully committed to maintaining high standards 
of corporate governance and to being transparent about 
our arrangements and intentions for future improvement. 
I am pleased with the progress we have made during 
the year and will ensure that governance remains 
at the forefront of our minds as we move forward.
John Coleman
Chairman
12 June 2015
Corporate Governance Report STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 27
The Role of the Board
The Board’s responsibilities are set out in a formal 
Schedule of Matters Reserved for the Board, which can be 
found on the Company’s website, www.bonmarcheplc.co.uk. 
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 that adequate systems 
of internal control and risk management are in place, 
and that accounting and other records are maintained 
such that statutory and regulatory obligations are 
complied with;
 › review of performance in the light of strategy and budgets, 
ensuring any necessary corrective actions are taken;
 › approval of the audited financial statements, the 
Annual Report, material contracts and major projects;
 › approval of the dividend policy;
 › determining changes to the structure, size and 
composition of the Board and succession planning;
 › 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.
Composition of the Board
During the year under review, the Board comprised five 
Directors: the Chairman, two Executive Directors, and two 
Non-executive Directors, both of whom were independent. 
It was therefore compliant with provision B.1.2 of the UK 
Code, which requires that at least half the Board, excluding 
the Chairman, should comprise independent non-executive 
directors. The departure of Tim Mason as Chairman of 
the Company on 29 April 2015 has meant that, currently, 
the Company does not comply with this provision. The 
Board feels there is no immediate need to recruit a new 
Non-executive Director but has committed to keep this 
under review.
Tim Mason, who was Chairman during the year under 
review, was appointed pursuant to a Relationship 
Agreement dated 15 November 2013 between the 
Company, BM Holdings S.à r.l. (the selling shareholder at 
the time of the IPO), Sun Capital Partners Management V, 
LLC (an affiliate of the selling shareholder) and Investec 
Bank plc (the Company’s Nomad). Further details of the 
Relationship Agreement are set out on page 30. 
Mr Mason was the representative of BM Holdings S.à r.l. 
during the year and the Company did not, therefore, comply 
with provision A.3.1 of the UK Code as the Chairman was 
not independent on his appointment. On 29 April 2015, 
John Coleman, who is independent, was appointed 
Chairman. The Company, therefore, currently complies 
with provision A.3.1. 
The Board’s composition is geared towards the current 
stage of development of the business. Its skill set includes 
extensive knowledge and experience of the retail sector 
and City-related matters. Details of the experience and 
background of each of the Directors are given in their 
biographies on pages 24 and 25.
Diversity
The Board does not currently have a formal diversity 
policy, but is aware of Lord Davies’ report ‘Women on 
Boards’ which includes the recommendation that FTSE 
350 companies set a target that by 2015, 25% of the 
members of their boards are women. Currently, 40% 
of Bonmarché’s Board are women. Any future Board 
appointments will be made with diversity, including 
gender diversity, in mind, but with the primary focus 
being to ensure that the best available candidate 
is appointed.
Appointments to the Board and re-election
There were no appointments to the Board during the year 
under review. Due to the size of the Group, the Directors 
have decided that issues concerning the nomination of 
Directors should continue to be dealt with by the Board 
as a whole rather than by a committee and this was the 
case with the appointment of Michael Kalb on 29 April 2015. 
This position is reviewed from time to time, and the Board 
recognises that it may, at a future date, need to formally 
establish a Nomination Committee. It is not at present 
required to comply with the relevant UK Code provisions 
in this respect. 
The Board has decided to comply voluntarily with 
provision B.7.1 of the UK Code, and therefore all Directors 
will stand for re-election by shareholders at the Annual 
General Meeting. 
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).  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 28
Division of responsibilities continued
Senior Independent Director
Ishbel Macpherson is the Senior Independent Director and 
is available to shareholders if they have concerns which 
have not been resolved by contact through the normal 
channels of Chairman, Chief Executive or Finance 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 annual 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 – satisfy themselves as to the integrity of financial 
information and the robustness of financial controls 
and systems of risk management; 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. 
Individual training needs were discussed with Directors as 
part of the FY15 Board performance evaluation process. 
Updates are 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, consisting of briefings from the 
Chairman, the Chief Executive, the Finance Director and 
the Group’s advisers, and visits to the head office, 
distribution centre and stores, will be provided for any 
Directors joining the Board in the future. 
Conflicts of interest
Under the Articles of Association, 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 is in place 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. All potential or actual conflicts of 
interest are recorded on a Conflicts of Interest Register 
which is circulated to the Board as part of its pack for 
each Board meeting.
Performance evaluation
The Board conducted an evaluation of its own performance 
in February 2015. The evaluation was conducted on the 
basis of questionnaires which were completed by each 
individual Director. Responses were reviewed by the Chairman, 
who then met with each Director on a one-to-one basis 
to discuss their responses, general views as to the Board’s 
performance and individual training needs. The Chairman 
summarised the outcome of the process at the Board meeting 
in March 2015. All Directors agreed that the Board is of an 
appropriate size and composition to conduct its role, and 
that the diversity of skills and experience on the Board 
provides for open debate and focused and constructive 
challenge by the Non-executive Directors.
Provision B.6.2 of the UK Code, which requires that 
evaluation of the Board should be externally facilitated 
at least every three years, does not apply to the Company 
as it is not in the FTSE 350. However, the Board intends 
to keep under review whether an externally facilitated 
evaluation would be appropriate in future years.
How the Board operates
The Board meets at regular intervals and has met nine 
times (every month except April, August and December) 
during the year under review. Directors are also provided 
with weekly trading information and a Board pack covering 
each month in which no formal Board meeting is held to 
ensure they are appraised of the Company’s ongoing 
performance. Directors have contact on a variety of issues 
between formal meetings and 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 below.
Board
meetings
Audit
Committee
meetings
Remuneration
Committee
 meetings
Tim Mason  
(resigned 29 April 2015) 9/9 — —
Ishbel Macpherson 9/9 3/3 6/6
John Coleman 9/9 3/3 6/6
Beth Butterwick 9/9 — —
Stephen Alldridge 9/9 — —
Note: The number of meetings attended is reported out of the number 
of meetings that the Director was eligible to attend.
In relation to the Audit and Remuneration Committee 
meetings, Tim Mason, then Chairman, attended as an 
observer. Beth Butterwick and Stephen Alldridge may 
also attend Committee meetings by invitation.
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.
Corporate Governance Report continued STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 29
ACCOUNTABILITY
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, which includes a health and 
safety report, financial reports, consideration of reports 
from the Board Committees, proposed new store 
openings and investor relations updates. The Board 
also receives periodic presentations and updates from 
members of the Trading Board in relation to strategic 
developments or operational matters and took part 
in a full-day strategic review. 
Risk management and internal control systems
Introduction
The Board is responsible for ensuring that an appropriate 
risk management and internal control framework is in place.
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 systems, for reviewing the framework to identify 
opportunities for improvement, and for reporting its 
effectiveness to the Audit Committee. 
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;
 › implementation of effective controls; 
 › clear understanding of roles and responsibilities 
in relation to risk management;
 › continual 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 that the framework details are:
 › risk governance environment (as described above);
 › framework foundations, 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, 
as it documents the identification, assessment and treatment 
of risks, and any mitigations requiring action. The Board 
undertook a detailed review of the register at its meeting 
in February 2015.
During the year, the Audit Committee reviewed the 
effectiveness of the risk management and internal control 
systems. The review concluded that the framework as 
described above is suitable for identifying, evaluating and 
managing principal risks and enables risk management 
activities to be monitored and reviewed on a regular basis. 
The risk management and internal control systems were in 
place throughout the year and up to the date of approval 
of the 2015 Annual Report and Accounts. 
Principal risks and uncertainties
The Directors have identified the risks and uncertainties 
facing the Group, management of which is considered 
key to the successful implementation of strategy and 
long term growth. The principal risks, and how we 
mitigate them, are described on pages 18 to 19.
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. Having requested, and received, advice from 
the Audit Committee, the Board believes that the 2015 
Annual Report, taken as a whole, is fair, balanced and 
understandable and provides the information necessary 
for shareholders to assess the Group’s position and 
performance, business model and strategy. 
Executives and senior management
 › manage and identify risk
 › support risk culture
Board
 › provides oversight and direction and sets the tone
 › receives reports from the Audit Committee
Audit Committee
 › endorses risk appetite, tolerance and policy
 › reviews risk profile and reporting
Employees
 › comply with risk procedures
 › identify risks  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 30
ACCOUNTABILITY continued
Anti-fraud, bribery and corruption
The Company aims to promote honest and ethical 
conduct. To support this, it has in place an anti-bribery 
policy which aims to ensure compliance with the Bribery 
Act 2010. The operation of the anti-bribery policy is 
reviewed regularly by the Audit Committee.
Whistleblowing
The Company has a written policy and formal procedures 
to ensure that colleagues can confidentially raise concerns 
about possible improprieties. This includes guidance 
on raising the concerns internally and provides external, 
independent whistleblowing advice from the charity 
Public Concern at Work. The Audit Committee regularly 
reviews the Company’s whistleblowing policy and procedures, 
and any instances of whistleblowing, as part of its 
standing agenda.
RELATIONS WITH SHAREHOLDERS
The Board is committed to maintaining an ongoing 
communication with the Company’s shareholders. 
Controlling shareholder
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 Bank plc 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.
The views of the major shareholder are represented at 
the Board through its entitlement to nominate a Director, 
for so long as it holds over 15% of the Company’s issued 
share capital, and, for so long as it controls more than 
30% of voting rights, the Chairman of the Board. The 
major shareholder is also entitled to nominate an observer 
to attend all Board meetings. BM Holdings S.à r.l. has 
presently waived its right to nominate the Chairman. 
Michael Kalb, who was appointed as a non-independent 
Non-executive Director on 29 April 2015, will act as 
BM Holdings S.à r.l.’s representative.
Other shareholders
The Group attaches great importance to communication 
with shareholders and maintains an active dialogue with 
the investment community through a planned programme 
of investor relations activities. The Chief Executive and 
Finance Director provide formal presentations at the 
time of announcing the Group’s full year and interim 
results and meet institutional investors and analysts 
on a regular basis.
Investor relations activity is reported to the Board as part 
of the regular update provided by the Finance Director at 
each Board meeting.
The Interim Report and the Annual Report and Accounts are 
the primary means of communication during the year with 
all of the Company’s shareholders. They are available on the 
Company’s corporate website, www.bonmarcheplc.co.uk, 
which also contains the latest announcements, press 
releases, published financial information, and other 
information about the Company. 
The Annual General Meeting (‘AGM’) affords the opportunity 
for shareholders to meet the Directors personally and 
to ask questions about the Group and its business. This 
year’s AGM will be held on 30 July 2015 and hosted in 
the Company’s head office at Jubilee Way, Grange Moor, 
Wakefield WF4 4SJ. The Notice of AGM is available on the 
Company’s website at www.bonmarcheplc.co.uk and will be 
sent out to shareholders at least 20 working days before 
the meeting. The result of the proxy votes submitted by 
shareholders in respect of each resolution is made available 
on the Company’s website or can be provided at request 
to the Company Secretary.
The Board has appointed Ishbel Macpherson as Senior 
Independent Director (‘SID’). The SID’s relationship with 
shareholders is described on page 28.
Corporate Governance Report continued STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 31
Dear shareholder,
On behalf of the Board, I am pleased to present the Audit 
Committee Report for the year ending 28 March 2015. 
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 any non-audit services undertaken by the 
external auditor and advising on the appointment of the 
external auditor.
During the year, the Committee has focused on 
evaluating the risk and internal control framework that 
the Company has established in relation to financial and 
business processes, to gain assurance as to the adequacy 
and effectiveness of the control systems. We have worked 
with management and the Board to ensure that the 
business maintains a robust control framework, and 
I am pleased to report that the Audit Committee is 
satisfied that the control systems are adequate and 
are operating effectively.
As stated in last year’s Audit Committee Report, we 
have sought to comply with corporate governance 
best practice and, in particular, with the provisions of 
the UK Corporate Governance Code where practical 
and appropriate for a company of Bonmarché’s size 
and maturity. There remain some areas in which we can 
achieve fuller compliance, but we are satisfied that the 
governance arrangements in place are suitable for the 
Company at the current time. We will keep the governance 
framework under review to ensure that it evolves 
as the Company develops.
Ishbel Macpherson
Chairman of the Audit Committee
12 June 2015
Audit Committee Report  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 32
Members of the Audit Committee
During the period under review, the Committee consisted of 
two independent Non-executive Directors: me (as Chairman) 
and John Coleman. The then Chairman of the Company, 
Tim Mason, attended as an observer. Beth Butterwick and 
Stephen Alldridge attended the Committee meetings by 
invitation. 
The Audit Committee met three times in the year.
Since the period end, John Coleman has become 
Chairman of the Company. He remains a member of the 
Committee as the Board feels there is no immediate need 
to appoint a new independent Non-executive Director.
The Board is satisfied that I, as Chairman of the Committee, 
have recent and relevant financial experience, in particular 
due to my background in investment banking and the 
experience I have gained through being a member or the 
chairman of audit committees of other listed companies. 
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 Terms 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 and 
whether the Company has followed appropriate 
accounting standards and made appropriate estimates 
and judgements, taking into account the views of 
the external auditor, the going concern assumption 
and all material information presented with the 
financial statements;
 › to review the content of the Annual Report and 
Accounts, and advise the Board on whether, taken as 
a whole, they are fair, balanced and understandable;
 › 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 (‘AGM’), in relation 
to the appointment, reappointment or removal 
of the Company’s external auditor;
 › to ensure that at least every 10 years the external 
audit services contract is put out to tender;
 › to oversee the relationship with the external auditor 
including approval of its remuneration, approval of its 
terms of engagement, assess annually its independence 
and objectivity taking into account relevant professional 
and regulatory requirements and the relationship with 
the auditor as a whole, including the provision of any 
non-audit services;
 › to meet regularly with the external auditor 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 external audit plan 
and review the findings of the audit with the external 
auditor; 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.
The Committee’s Terms of Reference were updated by the 
Board in November 2014 to ensure they are in line with UK 
Code best practice. Specific amendments included 
clarifying the Committee’s role in assessing whether the 
annual financial statements of the Company are fair, 
balanced and understandable.
Principal activities during the year
The main items of business considered by the Audit 
Committee during the year included: 
 › review of the financial statements and Annual Report, 
including assessment of whether they are fair, balanced 
and understandable;
 › consideration of the external audit report and 
management representation letter;
 › review of going concern;
 › review of the 2015 audit plan and audit 
engagement letter;
 › review of suitability of the external auditor;
 › review of the risk management and internal 
control systems;
 › review and approval of the interim results and dividend;
 › assessment of the need for an internal audit function; 
 › review of regular whistleblowing reports;
 › regular review of the gifts and hospitality register, 
and annual review of UK Bribery Act procedures 
and compliance;
 › regular meetings with the external auditor without 
management being present; and
 › review of the implications of new regulations for 
premium listed companies and decisions as to whether 
to apply these to the Company.
Audit Committee Report continued STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 33
Fair, balanced and understandable
In accordance with UK Code provision C.3.4 and its 
terms of reference, the Audit Committee has considered, 
at the request of the Board, whether the Annual Report 
and Accounts, taken as a whole, are fair, balanced and 
understandable and provide the information necessary 
for shareholders to assess the Group’s position 
and performance. 
The Audit Committee and the Board reviewed and 
approved a detailed timetable for the production of the 
2015 Annual Report and Accounts, ensuring that sufficient 
time was provided for reviews at various draft stages and 
for input from the Board and Committee to be reflected in 
the drafting process. Having reviewed the final draft of the 
Annual Report, the Committee advised the Board that, 
in its view, the 2015 Annual Report is fair, balanced 
and understandable.
Role of the external auditor
The Audit Committee monitors the relationship with the 
external auditor, 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 auditor. The breakdown 
of fees between audit and non-audit services is provided 
in note 5b of the Group’s financial statements. The non-audit 
fees relate to work carried out in connection with the Long 
Term Incentive Plan. The Audit Committee is satisfied that 
it was necessary for the auditor to carry out this work 
and that it did not impair its independence or objectivity. 
The Audit Committee has established a policy that 
limits the payment for non-audit services to the auditor 
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 auditor to 
a greater extent, and then only with the prior consent 
of the Audit Committee.
The Audit Committee also assesses the auditor’s 
performance. Having reviewed the auditor’s independence 
and performance, the Audit Committee recommends that 
PricewaterhouseCoopers LLP be reappointed as the 
Company’s auditor at the next AGM.
In accordance with the practice recommended by the 
Auditing Practices Board, PricewaterhouseCoopers LLP 
audit partners serve a maximum of five years on listed clients.
Audit process
The auditor prepares an audit plan for its review of the 
full-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 its review, the auditor presented its 
findings to the Audit Committee for discussion. No major 
areas of concern were highlighted by the auditor during 
the year.
Internal audit
The Committee conducted its annual review of the need 
for an internal audit function at its meeting in January 2015. 
At present the Group does not have an internal audit function, 
and the Committee continues to believe that management 
is able to derive 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 and a risk management framework are in 
place for key financial and operational activities. Management 
will continue to evaluate the need for additional assurance 
and, where necessary, will 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 in internal audit function will be 
reviewed on at least an annual basis. 
Risk management and internal controls
As described on page 29 of the Corporate Governance 
Report, the Group has established a framework of risk 
management and internal control systems, policies and 
procedures. The Audit Committee is responsible for reviewing 
the risk management and internal control framework and 
ensuring that it operates effectively. During the year, the 
Committee has monitored the progress that the Company 
has made against recommendations set out in the Financial 
Position and Prospects Report (‘FPP’) written at the time 
of the IPO regarding internal financial control systems. 
All of the recommendations made in the FPP, including the 
publication of a Financial Policies and Procedures Manual, 
have now been completed and the Committee is satisfied 
that the internal control systems in place are currently 
operating effectively.
Whistleblowing
The Group has in place a whistleblowing policy which 
sets out the formal process by which an employee of the 
Group may, in confidence, raise concerns about possible 
improprieties in financial reporting or other matters. 
Whistleblowing is a standing item on the Committee’s 
agenda and updates are provided at each meeting. 
During the year, only one incident was reported to 
the Committee, which was HR related and dealt with 
through the Group’s grievance procedures.  CORPORA TE GO VERNANCE
Remuneration principles
During the year the Committee has undertaken a full 
review of the remuneration package and has considered 
carefully how it can support the Company’s success in its 
AIM-listed status. The Committee believes the Company 
has an exceptional top team and recognises the need 
to pay competitively whilst managing carefully the cost 
implications of the package. Following adjustments made 
as a result of the review, the Committee is satisfied that 
the package now meets these objectives.
The Committee has placed a strong emphasis on annual 
bonus with the sole measure being profit before tax and 
exceptional items. This reflects the belief that, in a retail 
business, successful strategic action is quickly reflected 
in profits and there is no need for separate measures to 
reward achievement of other KPIs. The maximum bonus 
will remain at 100% of salary, but in the event that a bonus 
of more than 50% of salary is earned, we have introduced 
a requirement to defer part of any payment for three years.
The Committee has also been concerned with ensuring 
that there is a longer term earning opportunity to reward 
increases in the value of the Company over time. The 
Executive Directors have participated in the Restricted 
Share Plan, which was put in place by the selling 
shareholder, BM Holdings S.à r.l. prior to the IPO, with 
shares vesting in five tranches up to January 2017. It was 
important, for competitive as well as alignment reasons, 
to create a new long term incentive plan which would 
provide continuity from the pre-IPO plan, with shares 
vesting from 2018, subject to performance. The chosen 
scheme is a new performance share plan under which 
annual awards of up to 125% of salary may be made. 
However, the initial award will be limited to 50% of salary. 
Awards vest after three years; 75% of the award is 
dependent on earnings per share growth and 25% upon 
total shareholder return compared with the general retail 
sector (excluding food and drink). The new plan will be 
put for approval before shareholders at the upcoming 
AGM. We have also made a minor amendment to the 
Restricted Share Plan to avoid the participants’ 
requirement to pay tax on awards before receiving 
any benefits.
The Committee considers this package strikes the right 
balance of incentivising short and long term performance, 
which reflects the timescale of a retail business and the 
implementation of the Group’s strategy.
I would welcome the opportunity to meet with shareholders 
to discuss our future policy and to receive your views. 
I will be available to answer any questions shareholders 
may have at the forthcoming Annual General Meeting.
Yours sincerely
Ishbel Macpherson
Chairman of the Remuneration Committee
12 June 2015
Directors’ Remuneration Report
Dear shareholder,
I took over as Chairman of the Remuneration Committee 
on 29 April 2015, and I am pleased to present the Company’s 
Directors’ Remuneration Report for the 52 weeks ended 
28 March 2015. This is the second report since the Company 
listed on AIM in November 2013. As we reported last year, 
it is our intention to adopt best practice amongst AIM-listed 
companies for remuneration reporting, which involves 
applying a number of features of the Directors’ Remuneration 
Reporting Regulations for Main Market companies. This year 
we have included a full future policy table, a table showing 
a ‘single total figure’ of remuneration for each Director and 
a historical performance graph. As an AIM-listed company, 
there is no requirement for us to put our forward-looking 
remuneration policy to shareholder vote and we will not 
be doing that at the 2015 Annual General Meeting. 
We will, however, as we did last year, subject the 
report to an advisory vote by shareholders.
34 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 35
ANNUAL REPORT ON REMUNERATION
Introduction
This section sets out details of the remuneration of 
the Executive and Non-executive Directors (including 
the Chairman) received during the 52 weeks ended 
28 March 2015 and also describes the operation of the 
Remuneration Committee. Where it would be required by 
the Directors’ Remuneration Reporting Regulations, data 
has been audited by the Group’s auditor and this is 
indicated where appropriate. 
Consideration by the Directors of matters relating 
to Directors’ remuneration 
Remuneration Committee membership
Membership of the Remuneration Committee during the 
year and attendance by individual Committee members 
at meetings is shown in the Corporate Governance Report 
on page 28. The Remuneration Committee met six times 
during the year. 
The Committee’s terms of reference require that all 
members of the Committee should be independent 
Non-executive Directors. Following the appointment 
of John Coleman as Chairman of the Company on 
29 April 2015, the Board agreed that he will continue 
as a member of the Committee until such time as a 
new independent Non-executive Director is appointed. 
The Chief Executive and Finance Director also attended 
meetings of the Committee by invitation. No Director was 
present when matters relating to their own remuneration 
were discussed. 
Role of the Remuneration Committee
The Remuneration Committee’s responsibilities are set out 
in its Terms of Reference, which are available on the 
Company’s website (www.bonmarcheplc.co.uk). 
Key matters considered by the Remuneration Committee
Key issues reviewed and discussed by the Remuneration 
Committee during the year included:
 › approval of FY14 bonus payments for Executive 
Directors and senior management;
 › consideration of the Company Pension Scheme and 
amendments to allow cash payments in lieu of pension 
contributions for participants who were likely to breach 
the HMRC annual allowance limit;
 › approval of the FY14 Directors’ Remuneration  
Report; and
 › development of new executive remuneration policies, 
including consideration of the FY16 bonus scheme 
and the new Long Term Incentive Plan.
Advisers to the Committee
Material advice or services were provided to the 
Committee during the year by the following advisers:
Adviser Area of advice/services provided Fee for FY15
MM&K Remuneration consultants 
to the Committee. Provision 
of advice on all aspects 
of executive remuneration 
including development of 
remuneration policy, guidance 
on performance metrics, 
benchmarking exercises 
and developing the new 
LTIP design.
£108,000
DLA Piper LLP Advice relating to the 
Restricted Share Plan and other 
employment-related matters.
£28,500
 
MM&K was appointed by the Committee and does not 
have any other connection with the Group and therefore 
the Committee is satisfied that it provides objective 
and independent advice. MM&K is a member of the 
Remuneration Consultants Group and abides by the 
voluntary code of conduct of that body, which is designed 
to ensure objective and independent advice is given to 
remuneration committees.
DLA Piper LLP is the Company’s principal legal adviser. 
It provided no further remuneration advice apart 
from that indicated above. 
The Committee also receives advice and guidance on 
senior executive remuneration from the Chief Executive 
and Finance Director. Prism Cosec Limited acts as 
secretary to the Committee.  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 36
Directors’ Remuneration Report continued
ANNUAL REPORT ON REMUNERATION continued
Single total figure of remuneration for each Director (audited)
The table below sets out a single total figure of remuneration received by each Director for the year ended 28 March 
2015 and the prior year: 
Director Position
Financial
 year
Basic 
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 Chief Executive FY15 285 20 — 305 58 — 363
FY14 268 20 234 522 51 — 573
Stephen Alldridge Finance Director FY15 192 19 — 211 39 — 250
FY14 173 20 144 337 33 — 370
Non-executive Directors
Tim Mason Chairman FY15 Note 3 — — — — — —
FY14 Note 3 — — — — — —
John Coleman Non-executive 
Director
FY15 55 — — 55 — — 55
FY14 25 — — 25 — — 25
Ishbel Macpherson Non-executive 
Director
FY15 55 — — 55 — — 55
FY14 25 — — 25 — — 25
Total FY15 587 39 — 626 97 — 723
Total FY14 491 40 378 909 84 — 993
1. The FY15 figure includes a car benefit of £18,108 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.  Tim Mason received no payment from the Group, but a fee of £100,000 per annum was payable to Sun Capital Partners Management V, LLC in respect 
of his services.
Executive Bonus Scheme FY15: FY15 performance against targets
The Executive Directors were eligible to participate in a bonus scheme under which cash bonuses may be awarded 
depending upon the level of achievement of Group profit before tax and exceptional items compared to budget. 
The maximum bonus payable to each Executive Director was 100% of salary.
The Group’s pre-exceptional profit before tax was £12.4m, which did not achieve the threshold to trigger a bonus 
payment and, accordingly, no bonus was payable in respect of the 52 weeks ended 28 March 2015.
Scheme interests awarded during the financial year
No long term scheme interests were awarded to any Directors during the financial year.
Payments to past Directors and for loss of office
During the year, the Company has not made any payments to past Directors, neither has it made any payments 
to Directors for loss of office. 
Statement of Directors’ shareholding and share interests
Restricted Share Plan
The Executive Directors participated in a share incentive scheme established by the Company’s majority shareholder, 
Sun Capital Partners Management V, LLC, 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, subject only to continued employment. 
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 FY15.  STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 37
ANNUAL REPORT ON REMUNERATION continued
Statement of Directors’ shareholding and share interests continued
Restricted Share Plan continued
The following summarises unvested shares under the Restricted Share Plan:
Director Date of issue Vesting date end Shares issued
Unvested 
shares at 
29 March 2014
Vested in 
the year
Unvested 
shares at 
28 March 2015
Beth Butterwick 18 Oct 2012 20 Jan 2017 1,260,000 756,000 252,000 504,000
Stephen Alldridge 18 Oct 2012 20 Jan 2017 507,500 304,500 101,500 203,000
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%
John Coleman — —
Ishbel Macpherson 25,000 0.05%
Michael Kalb — —
* Including unvested restricted shares under the Restricted Share Plan.
Performance graph and table 
The graph below shows the total shareholder return (‘TSR’) performance of the Company over the period from 
20 November 2013 (admission date) to 28 March 2015 compared with the FTSE All Share General Retailers Index. 
160.00
140.00
120.00
100.00
80.00
01 April 2013 Index 20 November 2013 = 100
01 April 2014
Admission date 
20 November 2013
01 April 2015
Bonmarché TSR index
FTSE All Share General Retailers Index
The following table shows the single total figure of remuneration for the Chief Executive plus the annual bonus pay-out 
as a percentage of maximum opportunity. As the Company listed on 20 November 2013, only two years have been 
reported. No relevant ‘single total figure’ long term incentive component vested in either of these years.
FY14 FY15
Chief Executive single total figure of remuneration (£’000) 573 363
Annual bonus (as a % of maximum opportunity) 68.7% nil  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 38
ANNUAL REPORT ON REMUNERATION continued
Percentage change in the remuneration of the Chief Executive 
The table below sets out the percentage change in base salary, value of taxable benefits and bonus for the Chief Executive 
compared with the average percentage change for all employees. 
Percentage change from FY14 to FY15
Salary Taxable benefits Annual bonus
Chief Executive 11.0% 0% minus 100%
UK employees average change 3.7% 12.3% minus 100%
Relative importance of the expenditure on pay
The chart below shows the Company’s total employee remuneration (including the Directors) compared to the Company’s 
financial performance and payments to shareholders.
FY14
£’m
FY15
£’m
Total employee costs 33.9 36.3
Distributions to shareholders 1.0
1
3.3
Underlying profit before tax 11.2 12.4
1. The Company was only listed for part of FY14; therefore, the only distribution to shareholders was a pro-rated final dividend. 
REMUNERATION POLICY REPORT
This part of the Directors’ Remuneration Report sets out the future remuneration policy for Directors. The policy is designed 
to reflect the remuneration principles described in the Remuneration Committee Chairman’s Statement on page 34.
The policy has been developed taking into account a number of regulatory and governance principles, including:
 › the UK Corporate Governance Code 2014;
 › the UK Listing Rules; and
 › the ‘executive remuneration’ guidelines of the main institutional investors and their representative bodies.
Future changes to policy will only be made after consultation with shareholders.
Directors’ Remuneration Report continued STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 39
Remuneration policy for Executive Directors
The table below and accompanying notes summarises the key aspects of the Company’s remuneration policy 
for Executive Directors.
Element Purpose and link to strategy Operation and performance conditions Maximum
Base salary T o recruit and reward 
executives of a suitable 
calibre for the role and 
duties required.
Recognises individuals’ 
experience, 
responsibility 
and performance.
Base salaries are reviewed annually.
No performance conditions apply to the payment 
of salary. 
As part of the salary review process, the Remuneration 
Committee takes account of the external market for UK 
companies both in the retail sector and across all sectors, 
in order to ensure that salary positioning is appropriate. 
Whilst this is not the key driver of salary increases, it 
provides important contextual background. 
Average annual increases 
will normally be broadly 
in line with the average 
of the workforce or 
as appropriate in the 
event of a change in 
the scale or complexity 
of the business.
Benefits To provide market 
competitive benefits 
and to ensure the 
well-being of 
employees.
The Company provides:
 › a car or car allowance; 
 › life assurance; and
 › private medical insurance.
There is no cap on the 
cost of benefits, as the 
cost varies according 
to fluctuations in the 
external market.
Pension To provide the 
Executive with a 
long term savings 
opportunity; the 
pension forms part 
of a basic competitive 
package to recruit 
and retain.
The Executive Directors are members of a Group personal 
pension plan to which the Company contributes up to 
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.
20% of salary on 
the condition that 
the employee makes 
an additional 5% 
contribution (base 
employer contribution 
is 15% of salary, at 
which level there is 
no requirement for any 
employee contribution).
Annual bonus To provide a 
performance-justified 
earnings opportunity 
and to focus attention 
on achievement of 
profit budgets.
Currently based on the single measure of profit before 
tax and exceptional items, compared with budget. The 
Remuneration Committee may change the measure for 
the bonus plan in future years if appropriate to better 
reflect the strategy and business circumstances.
Bonus awards of up to 50% of salary will be paid 
in cash. In the case of larger awards, half of the 
excess above 50% of salary will be paid in shares and 
deferred for three years; malus and clawback 
provisions will apply.
100% of salary for 
Executive Directors.
FY16 Long Term 
Incentive Plan
To provide alignment 
of Executives’ interests 
with those of 
shareholders, through 
an incentive to build long 
term value. Proposed 
plan to be put 
to shareholders 
for approval at 
the 2015 AGM.
Provided as conditional share awards or nil-cost options 
and normally granted annually. Awards vest after three 
years subject to performance conditions which the 
Remuneration Committee has discretion to set for each 
grant. For the initial FY16 grants, the vesting of 25% will 
be conditional upon T otal Shareholder Return (TSR) 
compared to a benchmark of general retailers, and the 
vesting of 75% will be conditional upon Earnings per 
Share (EPS) growth.
For the TSR component, vesting will start for median 
performance, where 25% of that component will vest; 
at upper quartile performance 100% will vest, with 
straight line vesting between. 
The EPS component will vest on a similar pattern and 
the targets will have a similar level of challenge. Malus 
and clawback provisions apply for material 
misstatement or gross misconduct.
Maximum individual 
grant per year 125% of 
salary. Intended grant 
to Executive Directors 
in the first year is 50% 
of salary.
Dilution limits in 
accordance with current 
institutional guidance.
All-employee 
share plans
The plan is intended 
to encourage all 
employees to become 
shareholders. Executive 
Directors are eligible 
to participate.
At the AGM in 2014 the Company gained shareholders’ 
approval for the adoption 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. It is the 
Company’s intention to implement these schemes once 
Sun Capital Partners Management V, LLC ceases to 
hold a majority of its share capital.
Maximum permitted 
savings based on 
HMRC limits set 
from time to time. 
Dilution limit for all share 
plans is 10% in 10 years.
REMUNERATION POLICY REPORT continued  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 40
REMUNERATION POLICY REPORT continued
Remuneration policy for the Chairman and Non-executive Directors
The Company has appointed an independent Non-executive Chairman, an independent Non-executive Director 
and a second non-independent Non-executive Director who has been nominated by the controlling shareholder 
in accordance with the terms of a Relationship Agreement, further details of which are given within the Corporate 
Governance Report on page 30.
The two independent Directors receive a fee for their services and no other form of remuneration. Their fees are subject 
to review each October in the context of Executive and staff salary movements, the time demands of the role and levels 
of chairman and non-executive fees in comparably sized companies. The Chairman and Non-executive Directors do 
not participate in any of the Company’s share schemes and are not eligible to join a Company pension scheme.
The table below summarises the key aspects of the remuneration policy for the Chairman and Non-executive Directors:
Element Purpose and link to strategy Operation Maximum opportunity
Fees To attract and retain 
high-calibre Chairman 
and Non-executive 
Directors by offering 
a market competitive 
fee level.
The independent Non-executive Chairman and 
Non-executive Director(s) are entitled to an annual fee, 
with supplementary fees payable to the Chairman of 
the Audit and Remuneration Committees.
The Chairman and Non-executive Directors are entitled 
to reimbursement of travel and other reasonable 
expenses incurred in the performance of their duties.
The level of these fees will be reviewed annually by 
the Board.
The non-independent Non-executive Director is directly 
remunerated by Sun Capital Partners Management V , 
LLC, and receives no remuneration payments from the 
Company. With effect from 29 April 2015 the Company 
pays Sun Capital Partners Management V , LLC £50,000 
per annum in relation to his services.
There is no prescribed 
maximum annual increase. 
The Committee is guided 
by the general increase in 
the non-executive market 
but on occasions may need 
to recognise, for example, 
change in responsibility  
and/or time commitments.
Service agreements and termination payments
Executive Directors’ service agreements
Director Date of contract Unexpired term Notice period by Company Notice period by Director
Beth Butterwick
Chief Executive 19 Sep 2011 Rolling contract 12 months 12 months
Stephen Alldridge
Finance Director 3 Mar 2003 Rolling contract 12 months 12 months
Non-executive Directors’ letters of appointment
The Non-executive Directors do not have service contracts, but serve under letters of appointment, and a consultancy 
agreement between the Company and Sun Capital Partners Management V, LLC in respect of the non-independent 
Non-executive Director. Each appointment is for up to three years and shareholders may vote on reappointment at annual 
general meetings. The terms, and conditions under which the independent Non-executive Directors are appointed can 
be found on the Company’s website, www.bonmarcheplc.co.uk. Notice periods are three months mutually. The Company 
is entitled to make a payment in lieu of notice on termination. The appointments are also terminable with immediate effect 
and without compensation or payment in lieu of notice if the Chairman or Non-executive Director is not re-elected to their 
position as a Director of the Company by shareholders.
Michael Kalb was appointed as a Non-executive Director on 29 April 2015. His appointment is 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 the Company, Mr Kalb or Sun Capital Partners Management V, LLC. He will provide his services 
for up to 15½ days a year. 
Relevant dates
Non-executive Director Date of appointment
Date of 
letter of
appointment
Expiry of 
current term
John Coleman
Chairman
14 Oct 2013 
(Chairman from 29 Apr 2015) 9 Oct 2013 13 Oct 2016
Ishbel Macpherson 14 Oct 2013 9 Oct 2013 13 Oct 2016
Michael Kalb 29 Apr 2015 29 Apr 2015 29 Apr 2018
Directors’ Remuneration Report continued STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 41
REMUNERATION POLICY REPORT continued
Approach to remuneration for recruitment and promotions
The remuneration package for a new Director would be set in accordance with the terms of the Company’s remuneration 
policy above. Currently, this would facilitate an annual bonus of up to 100% of salary and a share award of up to 50% 
of salary.
In addition, on recruitment, the Company may compensate for amounts foregone from a previous employer (using 
cash awards, the Company’s share plans, or awards under Listing Rule 9.4.2 as may be required) taking into account 
the quantum foregone, the extent to which performance conditions apply, form of award and the time left to vesting. 
For an internal appointment, any variable pay element awarded in respect of a prior role will be allowed to pay out 
broadly according to its terms. Any other ongoing remuneration obligations existing prior to appointment will continue.
For all appointments, the Committee may agree that the Company will meet certain appropriate relocation costs.
For the appointment of a new Chairman or Non-executive Director, the fee arrangement would be in accordance with 
the approved remuneration policy in force at that time.
Illustrations of application of remuneration policy
The charts below illustrate how the composition of the Executive Directors’ remuneration packages would vary under 
various performance scenarios based on the policy the Remuneration Committee plan to implement during FY16. 
Policy on payment for loss of office
There are no specific provisions under which Executive Directors are entitled to receive compensation upon early 
termination, other than in accordance with the contracted 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 their 
loss when determining the amount of any compensation. There is no automatic/contractual right to bonus payments. 
Unvested share-based awards normally lapse on termination. In certain good leaver situations, awards would normally 
be time pro-rated taking into account the extent to which the performance conditions have been met if the Executive 
is a good leaver. In the event that any departure is made from this default treatment of good leavers, the Committee’s 
rationale would be set out in the Annual Report on Remuneration. 
The Company may also pay reasonable legal costs in respect of any compromise settlement. 
Service contracts are available for inspection at the Company’s registered office and at the Annual General Meeting.
Chief Executive
Minimum Target Maximum
100% 64%
30%
6%
36%
18%
46%
900
800
700
600
500
400
300
200
100
0
 Longer term performance based
 Annual performance based
 Non-performance based
Finance Director
Minimum Target Maximum
100% 64%
30%
6%
18%
36%
46%
900
800
700
600
500
400
300
200
100
0
 Longer term performance based
 Annual performance based
 Non-performance based
£’000
£’000  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 42
REMUNERATION POLICY REPORT continued
Policy on external appointments 
It is the Board’s policy to allow Executive Directors to accept directorships of other quoted and non-quoted companies 
provided that they have obtained the consent of the Board. It is the Board’s policy, however, not to permit an Executive 
Director to take on more than one non-executive directorship in a listed company nor the chairmanship of such a company. 
All directorships must be formally notified to the Board prior to acceptance. 
Neither of the Executive Directors currently have an external board appointment.
How the views of shareholders and employees are taken into account
The Committee does not consult with employees on Executive pay but receives periodic updates from 
the Group’s Head of HR in relation to salary and bonus reviews across the Company. In setting remuneration for 
the Executive Directors, the Committee takes note of the overall approach to reward for employees in the Company 
and percentage salary increases will ordinarily be in line with those of the wider workforce. Thus, the Committee 
is satisfied that the decisions made in relation to Executive Directors’ pay are made with an appropriate understanding 
of the wider workforce. 
The Committee will seek to engage with shareholders and their representative bodies when it is proposed that 
any material changes are to be made to the remuneration policy. In addition, it will consider any shareholder 
feedback received. 
IMPLEMENTATION OF REMUNERATION POLICY FOR FY16
Executive Directors
Salary
In October 2014 the base salaries for Beth Butterwick and Stephen Alldridge were increased to £300,000 and 
£200,000 respectively. These salaries will be reviewed next in October 2015.
Benefits and pension 
These will remain as a car benefit of £18,000 and £13,000 for the Chief Executive and Finance Director respectively, 
with Company pension contributions in line with the policy above.
Annual bonus with deferred element
The operation of the bonus plan for FY16 will be in line with the policy above. The maximum opportunity for the 
year ending 26 March 2016 will be 100% of salary for Executive Directors. 100% of the awards will be determined with 
reference to the Company’s profit before tax. In accordance with the Company’s Directors’ remuneration policy, in the 
case of any bonus award in excess of 50% of salary, half of the excess will be paid in shares and deferred for three years.
FY16 Long Term Incentive Plan
The new Long T erm Incentive Plan will be put before shareholders at the 2015 AGM for approval and the first awards, if 
granted, will be made as soon as practical following approval. The 2015 awards to Executive Directors will be 50% of salary.
The performance conditions applying to the FY16 awards will be based on a combination of growth in Earnings 
per Share (‘EPS’) and Total Shareholder Return (‘TSR’) relative to members of the FTSE All Share General Retailers 
index and of the FTSE AIM Retail index excluding food and drink. Vesting of 75% of the award will be linked to EPS 
and 25% will be linked to TSR. The pay-out schedules for each element are set out below:
Directors’ Remuneration Report continued
Performance level
EPS element (75% of total award) 
Compound annual EPS growth
TSR element (25% of total award)  
Ranking against Retail index % of that part of the award vesting 
Below ‘threshold’ Below 8% p.a. Below median 0%
‘Threshold’ 8% p.a. Median 25%
‘Target’ 12% or above — 50% of the EPS element
‘Stretch’ 20% or above Upper quartile 100%
Pro-rata vesting in between the above points
Non-executive Directors
John Coleman was appointed Chairman of the Board on 29 April 2015 on a total annual fee of £125,000. The fees 
for the independent Non-executive Director will be reviewed during FY16. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 43
Introduction
The Directors present their Annual Report and the audited 
consolidated financial statements for the 52 weeks ended 
28 March 2015.
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 is listed on 
the AIM market of the London Stock Exchange.
Articles of Association
Amendments to the Articles of Association of the 
Company may be made by special resolution of 
the shareholders.
Share capital
Details of the share capital of the Company are shown 
in note 6C of the Company and note 22 of the Group 
financial statements. The Company’s share capital consists 
of one class of ordinary shares. As at 28 March 2015 there 
were 50,018,150 ordinary shares of 1 pence each in issue.
The Company operates an Employee Benefit Trust (‘EBT’). 
It owns shares jointly with certain members of a senior 
management share scheme, pursuant to the rules of the 
Restricted Share Plan. Details of the shares held by the 
EBT and the Restricted Share Plan can be found in notes 
24 and 21, respectively, of the Group financial statements.
Other than the general provisions of the Articles (and 
prevailing legislation) there are no specific restrictions 
on the size of a holding or on the transfer of the 
ordinary shares.
The Directors are not aware of any agreements between 
holders of the Company’s shares that may result in the 
restriction of the transfer of securities or on voting rights. 
No shareholder holds securities carrying any special 
rights or control over the Company’s share capital.
Authority to issue new shares and purchase shares
At the AGM held on 31 July 2014, the Board was granted 
authority to allot shares in the Company of up to one-third 
of the Company’s issued share capital. At 12 June 2015, 
the Company had an unexpired authority to allot up to 
16,672,700 shares with a nominal value of £166,727, with 
such authority due to expire at the 2015 AGM. At the 2015 
AGM, shareholders will be asked to renew this authority 
for a further year. 
The Board also has an unexpired authority, granted at 
the 2014 AGM, to purchase in the market up to 10% of the 
Company’s issued ordinary share capital. This authority is 
renewable annually and, at the 2015 AGM, the Board will 
propose a resolution to renew it. The Directors will only 
use this authority if they consider it is in the best interests 
of the Company to do so.
No shares were purchased by the Company during 
the year.
Substantial shareholdings
The Company had been notified of the following 
shareholders each holding more than 3% of the issued 
share capital in the Company as of:
28 March 8 June
2015 2015
Name % %
BM Holdings S.à r.l. 52.4 52.4
Hargreave Hale 8.0 11.2
River and Mercantile 
Asset Management 6.2 6.2
Investec Asset Management 5.5 4.5
BlackRock Investment Management 4.0 4.0
Miton Asset Management 3.0 3.0
Change of control: significant agreements
There are no agreements that the Group considers 
significant and to which it or its subsidiaries are a party 
that would take effect, alter or terminate upon change 
of control of the Group, with the exception the Group’s 
banking facility agreement which upon a change of control 
of the Group is terminable at the bank’s discretion.
The Company does not have any agreements with 
Directors or employees which provide for compensation 
for loss of office resulting from a change of control, other 
than where such compensation would be payable due to 
the normal operation of the contract of employment. 
There are change of control provisions under the 
Restricted Share Plan which provide for shares to 
vest immediately prior to a change in control, provided 
that the consideration due to Sun Capital Partners 
Management V, LLC is payable as to more than 50% 
in cash.
Directors’ Report  CORPORA TE GO VERNANCE
BONMARCHÉ HOLDINGS PLC Annual Report 2015 44
Directors’ Report continued
Directors
The Directors who held office throughout the period and up 
to the date of signing the financial statements were:
Beth Butterwick
Stephen Alldridge
Tim Mason (resigned 29 April 2015) 
John Coleman 
Ishbel Macpherson
Michael Kalb (appointed 29 April 2015)
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 Section 234 
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. 
Re-appointment of Directors
In accordance with provision B.7.1 of the UK Corporate 
Governance Code, the Board has decided that all 
Directors will submit themselves for re-election at 
each AGM.
Powers of Directors
Subject to the Articles of Association, the Companies Act 
2006 and any direction given by special resolution of the 
Company, the business of the Company shall be managed 
by the Board, which may exercise all of the powers of the 
Company whether relating to the management of the 
business or not.
Employees
The Group employed 3,317 employees and had 1,905 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. 
A management equity plan exists to incentivise the 
Executive Directors and Senior Managers. A Save As You 
Earn scheme (‘SAYE’) and a Share Incentive Plan (‘SIP’) 
were approved by shareholders at the 2014 AGM. Once 
introduced, these schemes will give employees the 
opportunity to use potentially beneficial tax arrangements 
to acquire shares in the Company. The schemes will be 
introduced at such time as the largest shareholding in 
the Company falls to less than 50%, at which point the 
Company’s shares acquired though the schemes should 
qualify for tax relief.
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 appropriate. 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 
assistance to enable them to continue in their career, 
including retraining where necessary.
Annual General Meetings and dividends
The Annual General Meeting (‘AGM’) will be held on 
30 July 2015 at the Company’s registered office, Jubilee 
Way, Grange Moor, Wakefield, West Yorkshire WF4 4SJ.
The Directors have proposed a final dividend of 4.5 pence 
per share, amounting to a dividend of £2.2m, 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. 
Ordinary shareholders are entitled to receive notice of and 
to attend and speak at general meetings. Each shareholder 
present in person or by proxy (or by duly authorised 
corporate representatives) shall, on a show of hands, have 
one vote. On a poll, each shareholder present in person or 
by proxy shall have one vote for each share held.  STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 45
External auditor
PricewaterhouseCoopers LLP has issued its independent 
report on these financial statements to the shareholders 
of Bonmarché Holdings plc. The report can be found on 
page 47. 
Disclosure of information to auditor
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 
auditor in connection with preparing its report) of which 
the Company’s auditor is 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 auditor 
is aware of that information. This confirmation is given 
and should be interpreted in accordance with the 
provisions of Section 418 of the Companies Act 2006.
Reappointment
The auditor, PricewaterhouseCoopers LLP, has indicated 
its willingness to continue in office and a resolution that 
the firm be reappointed will be proposed at the AGM.
Financial risk management
Financial risk management objectives and policies, 
including information on financial risks that could 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
To assess whether it is appropriate to use the going 
concern basis to prepare the financial statements, 
the Directors have evaluated the Group’s current 
performance, position and other factors that may 
affect its prospects. 
The Group’s current liquidity position is strong; at the 
year-end it had a positive cash balance of £11.1m and 
no material debt. It also has in place a £10.0m revolving 
credit facility, against which it did not draw at any point 
during the year. 
The maturity date of the facility was extended during the 
year, to 13 November 2017. The facility requires the Group 
to comply with a single financial covenant (fixed charge 
cover shall be equal to or greater than 1.5 times), which 
the Group has done throughout the financial year and 
since the year-end. 
The Directors have reviewed forecasts and projections, 
on the basis of which they consider that the Group has 
adequate financial resources to meet its operational and 
capital commitments. The prospects for the Group are 
positive, as it operates in a sector of the market that 
is forecast to grow, and it has a robust business plan. 
The foregoing provides the basis on which the Directors 
have satisfied themselves that the business is, and for the 
foreseeable future, that is at least 12 months, will remain, 
a going concern. They have therefore concluded that it 
is appropriate to prepare the financial statements on 
a going concern basis. 
Political donations
The Company has made no political donations during 
the year.
Events after the year-end
On 29 April 2015, Tim Mason stepped down as Chairman 
of the Company and left the Board, and John Coleman 
was appointed Chairman. Further details of the directorate 
changes can be found on page 27 of the Corporate 
Governance Report. 
There were no other material events to report 
between 28 March 2015 and the date of signing 
the financial statements. 
The Strategic Report, the Directors’ Report and the 
Directors’ Remuneration Report were approved by 
the Board.
On behalf of the Board
Stephen Alldridge
Director
12 June 2015 BONMARCHÉ HOLDINGS PLC Annual Report 2015 46
Statement of Directors’ responsibilities
 CORPORA TE GO VERNANCE
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 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 Company and of their profits or losses 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 disclosed 
and explained in the Group and Company financial 
statements; and
 › prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the 
Group or Company will continue in business.
The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain 
the Company’s transactions and disclose with reasonable 
accuracy at any time the financial position of 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 United Kingdom governing the preparation 
and dissemination of financial statements may differ from 
legislation in other jurisdictions. 
The Directors consider that the Annual Report and 
financial statements, 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.
Statement of responsibility of the Directors
Each of the Directors, whose names and functions 
are listed on pages 24 and 25, confirm that, to the best 
of each person’s 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 1 to 23 and 43 to 45 include 
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 it faces.
Approved by the Board and signed on its behalf by:
Beth Butterwick Stephen Alldridge
Chief Executive Finance Director
12 June 2015 12 June 2015 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 47
Report on the financial statements
Our opinion
In our opinion:
 › Bonmarché Holdings plc’s Group financial statements and Company financial statements (the ‘financial statements’) 
give a true and fair view of the state of the Group’s and of the Company’s affairs as at 28 March 2015 and of the 
Group’s profit and cash flows for the 52-week period (the ‘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 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.
What we have audited
Bonmarché Holdings plc’s financial statements comprise:
 › the consolidated balance sheet as at 28 March 2015;
 › the Company balance sheet as at 28 March 2015;
 › the consolidated income statement and consolidated statement of comprehensive income for the period 
then ended;
 › the consolidated statement of cash flows for the period then ended;
 › the consolidated statement of changes in equity for the period then ended; and
 › the notes to the financial statements, which include a summary of significant accounting policies and other 
explanatory information.
Certain required disclosures have been presented elsewhere in the Annual Report and financial statements, rather 
than in the notes to the financial statements. These are cross-referenced from the financial statements and are 
identified as audited.
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 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, the information given in the Strategic Report and the Directors’ Report for the financial period 
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 Company, or returns adequate for our audit have not been 
received from branches not visited by us; or
 › the Company financial statements are not in agreement with the accounting records and returns.
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. 
Independent Auditor’ s Report
to the members of Bonmarché Holdings plc BONMARCHÉ HOLDINGS PLC Annual Report 2015 48
 FINANCIAL ST A TEMENTS
Independent Auditor’ s Report continued
to the members of Bonmarché Holdings plc
Responsibilities for the financial statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 46, 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 
International Standards on Auditing (UK and Ireland) (‘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.
What an audit of financial statements involves
We conducted our audit in accordance with 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 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. 
We primarily focus our work in these areas by assessing the Directors’ judgements against available evidence, 
forming our own judgements, and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary 
to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness 
of controls, substantive procedures or a combination of both. 
In addition, we read all the financial and non-financial information in the Annual Report and financial statements 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.
Arif Ahmad (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Leeds
12 June 2015 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 49
Note
52 weeks ended 
28 March 2015
£’000
52 weeks ended 
29 March 2014
£’000
Revenue 178,575 164,294
Cost of sales (135,378) (124,516)
Gross profit 43,197 39,778
Administrative expenses (22,855) (24,648)
Distribution costs (7,728) (6,914)
Operating profit 5a 12,614 8,216
Analysed as: 
Operating profit before exceptional items 12,614 11,466
Exceptional items 4 — (3,250)
Finance income 7 18 —
Finance costs 7 (232) (231)
Profit before taxation 12,400 7,985
Taxation 8 (2,504) (2,419)
Profit for the period 9,896 5,566
Earnings per share (pence)
Basic 9 20.7 23.4
Diluted 9 19.8 22.0
Consolidated statement of comprehensive income
for the 52 weeks ended 28 March 2015
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Profit for the period 9,896 5,566
Other comprehensive income/(expense):
Items that may be reclassified subsequently to profit or loss:
Cash flow hedges
– fair value movements in other comprehensive income 5,848 (4,629)
– transfer from cash flow hedge reserve to profit or loss 923 224
Tax on cash flow hedges (1,438) 1,029
Total other comprehensive income/(expense) for the period 5,333 (3,376)
Total comprehensive income for the period 15,229 2,190
Consolidated income statement
for the 52 weeks ended 28 March 2015 BONMARCHÉ HOLDINGS PLC Annual Report 2015 50
 FINANCIAL ST A TEMENTS
Consolidated balance sheet
as at 28 March 2015
Note
As at
28 March 2015
£’000
As at
29 March 2014
£’000
Non-current assets
Property, plant and equipment 11 12,809 9,086
Intangible assets 12 2,943 3,259
Deferred tax asset 20 86 918
Total non-current assets 15,838 13,263
Current assets
Inventories 13 24,794 22,131
Trade and other receivables 14 15,001 13,605
Cash and cash equivalents 15 11,059 8,222
Derivative financial instruments 19 3,963 —
Total current assets 54,817 43,958
Total assets 70,655 57,221
Current liabilities
Trade and other payables 16 (37,256) (34,867)
Financial liabilities 18 (202) (75)
Current taxation payable (1,666) (1,431)
Derivative financial instruments 19 — (2,809)
Total current liabilities (39,124) (39,182)
Non-current liabilities
Other payables 17 (2,459) (3,175)
Financial liabilities 18 (617) (322)
Deferred tax liabilities 20 (1,189) (524)
Total non-current liabilities (4,265) (4,021)
Total liabilities (43,389) (43,203)
Net assets 27,266 14,018
Equity
Share capital 22 500 500
Share premium 23 1,496 1,496
EBT reserve 24 (1,249) (1,187)
Cash flow hedge reserve 3,170 (2,163)
Retained earnings 23,349 15,372
Total equity 27,266 14,018
The financial statements of Bonmarché Holdings plc on pages 49 to 71 were approved by the Board of Directors 
on 12 June 2015 and were signed on its behalf by:
Beth Butterwick Stephen Alldridge
Chief Executive Finance Director
Company registration number: 08638336 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 51
Note
Share 
capital
£’000
Share 
premium
£’000
EBT 
reserve
£’000
Cash flow 
hedge 
reserve
£’000
Retained 
earnings 
£’000
Total 
equity
£’000
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 
comprehensive income — — — (4,629) — (4,629)
–  transfer from cash flow hedge 
reserve to profit or loss — — — 224 — 224
Tax on cash flow hedges — — — 1,029 — 1,029
Total comprehensive (expense)/income 
for the period — — — (3,376) 5,566 2,190
Share-based payment credit 21 — — — — 390 390
Payment for shares — 230 — — — 230
Share premium cancellation — (230) — — 230 —
Bonus issue of shares 362 — — — (362) —
Share capital issued to EBT 6 1,496 (1,187) — — 315
Equity dividends paid — — — — (285) (285)
Balance at 29 March 2014 500 1,496 (1,187) (2,163) 15,372 14,018
Profit for the period — — — — 9,896 9,896
Cash flow hedges
–  fair value movements in other 
comprehensive income — — — 5,848 — 5,848
–  transfer from cash flow hedge 
reserve to profit or loss — — — 923 — 923
Tax on cash flow hedges — — — (1,438) — (1,438)
Total comprehensive income for the period — — — 5,333 9,896 15,229
Share-based payment credit 21 — — — — 251 251
EBT loan — — (62) — — (62)
Equity dividends paid 10 — — — — (2,170) (2,170)
Balance at 28 March 2015 500 1,496 (1,249) 3,170 23,349 27,266
Consolidated statement of changes in equity
for the 52 weeks ended 28 March 2015 BONMARCHÉ HOLDINGS PLC Annual Report 2015 52
 FINANCIAL ST A TEMENTS
Consolidated statement of cash flows
for the 52 weeks ended 28 March 2015
Note
52 weeks ended 
28 March 2015
£’000
52 weeks ended 
29 March 2014
£’000
Cash flows from operating activities
Cash generated from operations 25 13,519 14,378
Interest paid (204) (891)
Tax paid (2,209) (4,005)
Net cash generated from operating activities 11,106 9,482
Cash flows from investing activities
Purchases of property, plant and equipment (6,411) (3,623)
Purchases of intangible assets 12 (63) (1,041)
Interest received 16 —
Net cash used in investing activities (6,458) (4,664)
Cash flows from financing activities
Proceeds from the issue of ordinary shares — 230
EBT loan (62) —
Dividends paid 10 (2,170) (285)
Repayments of loan from a parent company — (5,385)
Proceeds from finance lease arrangements 596 438
Capital element of finance lease rental payments (175) (40)
Net cash used in financing activities (1,811) (5,042)
Net increase/(decrease) in cash and cash equivalents 2,837 (224)
Cash and cash equivalents at beginning of the period 8,222 8,446
Cash and cash equivalents at the end of the period 11,059 8,222
Reconciliation of net cash flow to movement in net cash
Note
52 weeks ended 
28 March 2015
£’000
52 weeks ended 
29 March 2014
£’000
Opening net cash 7,825 2,423
Net cash inflow/(outflow) from activities 2,837 (224)
(Increase)/decrease in debt financing (422) 5,626
Movement in net cash 2,415 5,402
Closing net cash 26 10,240 7,825 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 53
Notes to the Group financial statements
for the 52 weeks ended 28 March 2015
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.
The immediate Parent Company of Bonmarché Holdings plc is BM Holdings S.à r.l. The ultimate parent undertaking 
and ultimate controlling party of Bonmarché Holdings plc is a private equity investment fund advised by an affiliate 
of Sun Capital Partners, Inc.
Basis of preparation
The Group financial statements have been prepared on the going concern basis and in accordance with IFRS 
and IFRS Interpretations Committee (‘IFRS IC’) 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 52 weeks ended 
29 March 2014 and the 52 weeks ended 28 March 2015.
Basis of consolidation 
The consolidated financial statements comprise the financial statements of the Company and all its subsidiary 
undertakings. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the 
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect 
those returns through its power over the entity.
A list of all the subsidiary companies can be found in note 11C of the Company financial statements. All the Company’s 
subsidiaries are 100% owned and controlled by the Company, and there are no restrictions on its ability to access 
or use assets or settle liabilities of those subsidiaries. 
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.
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 and accessories. Sales of goods are recognised 
when a Group entity sells a product to a customer. Retail sales are usually paid for by cash or credit card. 
It is the Group’s policy to sell its products to the retail customer with a right to return within 28 days.  BONMARCHÉ HOLDINGS PLC Annual Report 2015 54
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
1 Accounting policies continued
Revenue continued
b) Internet
Revenue from the sale of goods on the internet is recognised at the point that the risks and rewards of the inventory 
pass to customers, which is the point of despatch. Transactions are settled by credit or payment card.
It is the Group’s policy to sell its products to internet customers with a right to return within 14 days of receipt, 
in addition to any rights customers may have pursuant to the consumer contracts 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.
Finance income
Finance income comprises interest on funds invested. Income is recognised, as it accrues in profit or loss, 
using the effective interest rate method. 
Finance costs
Finance costs are accounted for using the 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. 
Tax 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.
Tax 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 are recognised in respect of temporary differences giving rise to deferred tax assets, 
when it is probable that these assets will be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets 
against current tax liabilities. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 55
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
Intangible assets that are not yet in use are not amortised until the asset has been brought into use.
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 (cash generating units) 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 programs 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. BONMARCHÉ HOLDINGS PLC Annual Report 2015 56
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
1 Accounting policies continued
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 carry insignificant risk of changes in value.
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.
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 re-measured 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 re-measured. 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.  STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 57
1 Accounting policies continued
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
The following new standards, or amendments to standards are effective for the first time for the 52 week financial 
period to 28 March 2015:
IFRS 10 ‘Consolidated Financial Statements’. This is a new standard that replaces the previous standard, IAS 27 
‘Consolidated and Separate Financial Statements’, and sets out the principles of control and consolidation. 
There has been no change to the Group’s consolidation basis.
IFRS 12 ‘Disclosure of Interests in Other Entities’. This new standard also replaces IAS 27 ‘Consolidated and Separate 
Financial Statements’ and prescribes the disclosure requirements for all forms of interests in other entities. The 
Company only has 100% owned and controlled subsidiaries, so the impact on the disclosures within the financial 
statements is minimal.
There are no other IFRSs or IFRS interpretations which are applicable to the Group and that are effective for the first 
time for the period ended 28 March 2015.
Standards, amendments and interpretations which are not effective or early adopted by the Group
There are no standards, amendments or interpretations that are not yet effective that would be expected to have 
a material impact on the Group.
The Group has not early adopted any IFRSs or IFRS interpretations.
Critical accounting estimates and assumptions
In the process of applying the Group’s accounting policies, management must make judgements and estimates 
that may have a significant effect on the amounts recognised in the financial statements. 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 28 March 2015 was £1,985,000. 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 
(£36,000)/£82,000 in the value at 28 March 2015.
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 28 March 2015 
was £1,130,000. A movement of 1% in the accounting policy percentage applied to redemptions would result in a 
£105,000 change in the liability at 28 March 2015.
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 historic 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 28 March 2015 was £242,000. A 1% change in the percentage applied to the most recent 
season would result in a £12,000 change in the provision at 28 March 2015.
2 Financial risk management and capital management
Financial risk factors
The Group’s principal financial instruments comprise cash, trade receivables, 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. BONMARCHÉ HOLDINGS PLC Annual Report 2015 58
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
2 Financial risk management and capital management continued
Financial risk factors continued
a) Exchange rate risk
Exchange rate risk is the risk that changes in foreign exchange rates will impact the Group’s costs or the value of its 
financial instruments. Exchange rate risk arises because 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 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
Increase/
(decrease) 
in profit 
before tax
£’000
Decrease 
in equity
£’000
28 March 2015 10% 92 (3,645)
29 March 2014 10% (399) (3,233)
Exposure to Euro exchange risk arises as Northern Ireland stores accept Euro as payment for goods. The sensitivity 
to a reasonably possible change (+/- 10%) in the Euro exchange rate has been determined as being immaterial.
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, 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 28 March 2015, 
the Group’s exposure to liquidity risk was low, and amounts due under finance leases were relatively immaterial.
The table below shows the maturity analysis of the Group’s financial liabilities.
28 March 2015
Within 
12 months
£’000
1–2 years
£’000
2–5 years
£’000
Trade and other payables 37,256 — —
Finance leases 202 210 407
29 March 2014
Within 
12 months
£’000
1–2 years
£’000
2–5 years
£’000
Trade and other payables 34,867 — —
Finance leases 75 87 235
Derivatives 2,809 — —
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 Company, 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, and 
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 finance lease liabilities. Short and long term cash flow forecasts 
are regularly produced to enable the Group to monitor its net cash and maintain sufficient liquidity headroom. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 59
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 performance and to inform 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 their 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. The exceptional items as detailed below have 
been included in administrative expenses in the income statement.
Exceptional items comprise:
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Management fees
1
— (1,500)
Ann Harvey brand
2
— (250)
IPO deal fees
3
— (1,500)
— (3,250)
1.  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.
2.  On 30 April 2013, the Group purchased the intellectual property assets including the brand, trademark and associated registrations of Ann Harvey. The Group 
was not trading under the brand name at that time and, accordingly, no value was attributed to the intangible asset acquired, and the carrying value was 
therefore fully impaired. 
3. Legal and professional fees paid in relation to the IPO on 20 November 2013.
5a Operating profit
Operating profit is stated after charging/(crediting): 
Note
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Share-based payment charge 21 251 390
Depreciation of property, plant and equipment:
– owned 11 2,322 1,761
– held under finance lease 11 207 68
Amortisation of intangible assets 12 379 366
Provision for impairment of intangible assets — 250
Operating lease payments:
– plant and machinery 379 480
– land and buildings 17,361 16,917
Rent-free amortisation (1,286) (1,282)
Loss on disposal of property, plant and equipment 34 65
Foreign exchange gains (975) (339) BONMARCHÉ HOLDINGS PLC Annual Report 2015 60
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
5b Auditor’s remuneration
During the year the Group’s auditor provided the following services: 
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Audit services
Fees payable for the audit of the Parent Company and consolidated financial statements 25 25
Other services
Audit of subsidiary financial statements 25 25
Audit-related assurance services — 174
Other services 4 669
54 893
Prior period audit-related assurance services and other services were for work relating to the IPO. 
6a Employee benefit expense
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Wages and salaries 33,105 30,827
Social security costs 2,070 1,845
Other pension costs 886 748
Share-based payments charge 251 390
Termination payments 23 124
Employee benefit expense included in operating profit 36,335 33,934
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
28 March 2015
FTE
52 weeks ended
29 March 2014
FTE
Stores 1,434 1,304
Administration 174 162
Distribution 259 245
1,867 1,711
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
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Short term employee benefits 1,503 2,039
Post-employment benefits 203 192
Share-based payments 251 390
Termination payments 19 —
1,976 2,621
Information concerning Directors’ remuneration, interests in shares, share options and information regarding the 
highest paid Director is included in the Annual Report in the remuneration section of the Directors’ Remuneration 
Report on pages 34 to 42, which forms part of these financial statements. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 61
7 Finance income and costs
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Finance income
Bank interest receivable 14 —
Other interest receivable 4 —
Total finance income 18 —
Finance costs
Interest payable on amounts owed to Group undertakings — 135
Other interest payable 232 96
Total finance costs 232 231
8 Taxation
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Current tax:
Current tax on profits for the period 2,736 2,755
Adjustments in respect of prior periods (291) —
Total current tax 2,445 2,755
Deferred tax:
Origination and reversal of temporary differences 43 (312)
Adjustments in respect of prior periods 62 —
Changes in tax rate (46) (24)
Total deferred tax 59 (336)
Tax expense reported in the consolidated income statement 2,504 2,419
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
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Profit before tax 12,400 7,985
Profit on ordinary activities multiplied by rate of corporation tax in the UK of 21%/23% 2,604 1,837
Tax effects of:
Other timing differences 123 (142)
Expenses not deductible for tax purposes 52 748
Effects of changes in tax rate (46) (24)
Adjustments in respect of prior periods (229) —
Tax charge 2,504 2,419
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 a reduction to the 
main rate to 20% from 1 April 2015.  BONMARCHÉ HOLDINGS PLC Annual Report 2015 62
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
9 Earnings per share
52 weeks ended
28 March 2015
52 weeks ended
29 March 2014
Profit attributable to ordinary shareholders (£’000) 9,896 5,566
Basic earnings per share (pence) 20.7 23.4
Diluted earnings per share (pence) 19.8 22.0
Basic and diluted earnings per share (eps) are calculated by dividing the profit for the year attributable to equity 
holders by the weighted average number of shares in issue.
For the calculation of basic and diluted earnings per share, the weighted average number of shares excludes the 
general shares (i.e. not jointly owned shares) held by the Employee Benefit Trust. For the calculation of diluted earnings 
per share only, the weighted average number of shares in issue is further adjusted 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 number of shares is as follows:
52 weeks ended
28 March 2015
Number
52 weeks ended
29 March 2014
Number
Weighted average number of ordinary shares in issue 50,018,150 25,340,867
Less: shares held by the Employee Benefit Trust (weighted average) (128,069) —
Weighted average number of shares for calculating diluted eps 49,890,081 25,340,867
Weighted average number of potentially dilutive share awards (2,173,433) (1,508,524)
Weighted average number of shares for calculating basic eps 47,716,648 23,832,343
Underlying adjusted earnings per share
The Directors have also chosen to present an alternative earnings per share measure, with profit adjusted for 
exceptional items, as it better reflects the Group’s underlying performance. For the purposes of this measure, 
underlying profit is as follows:
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Profit attributable to ordinary shareholders 9,896 5,566
Exceptional items — 3,250
Underlying profit attributable to ordinary shareholders 9,896 8,816
In addition, the weighted average number of shares in issue for the prior year has been restated on a pro-forma basis 
to reflect the post-IPO share capital structure. The adjustment assumes the total shares issued post-IPO were in issue 
throughout the whole of FY14.
52 weeks ended
28 March 2015
Number
52 weeks ended
29 March 2014
Number
Number of basic ordinary shares 47,716,648 47,435,150
Potentially dilutive share awards 2,173,433 2,583,000
Number of diluted ordinary shares 49,890,081 50,018,150
52 weeks ended
28 March 2015
Pence
52 weeks ended
29 March 2014
Pence
Underlying basic adjusted earnings per share 20.7 18.6
Underlying diluted adjusted earnings per share 19.8 17.6 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 63
10 Dividends
Equity – ordinary
52 weeks ended
28 March 2015
£’000
Final dividend paid (FY14): 2.1 pence per share 1,036
Interim dividend paid (FY15): 2.3 pence per share 1,134
Dividends paid during the period 2,170
On 16 September 2013, dividends amounting to £285,303 were paid to B shareholders of Bluebird UK Topco Limited, 
the holding company prior to the IPO.
The Directors have proposed a final dividend of 4.5 pence per share amounting to a dividend of £2.2m in respect of the 
52 weeks ended 28 March 2015. It will be paid on 4 August 2015 to shareholders on the register of members as at the 
close of business on 26 June 2015, subject to approval by shareholders at the Annual General Meeting to be held on 
30 July 2015. 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 
Leasehold land 
and buildings
£’000
Plant and 
equipment
£’000
Motor
vehicles
£’000
Total
£’000
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
Cost
At 30 March 2014 648 11,397 474 12,519
Additions 396 5,241 649 6,286
Disposals (12) (67) — (79)
At 28 March 2015 1,032 16,571 1,123 18,726
Accumulated depreciation
At 30 March 2014 152 3,222 59 3,433
Charge for the period 161 2,150 218 2,529
Disposals (7) (38) — (45)
At 28 March 2015 306 5,334 277 5,917
Net book value
At 28 March 2015 726 11,237 846 12,809 BONMARCHÉ HOLDINGS PLC Annual Report 2015 64
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
11 Property, plant and equipment continued
Additions to plant and equipment include the following amounts in respect of assets not yet in use, which have not 
been depreciated:
28 March 2015
£’000
29 March 2014
£’000
Plant and equipment not yet in use 2,263 1,231
The net book value of the Group’s property, plant and equipment includes the following amounts in respect of assets 
held under finance leases:
28 March 2015
£’000
29 March 2014
£’000
Motor vehicles:
Cost 1,110 514
Accumulated depreciation (275) (68)
Net book value 835 446
12 Intangible assets
Software 
£’000
Brands 
£’000
Customer 
relationships
£’000
Total
£’000
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
Cost 
At 30 March 2014 1,105 2,888 276 4,269
Additions 63 — — 63
At 28 March 2015 1,168 2,888 276 4,332
Accumulated amortisation
At 30 March 2014 121 828 61 1,010
Charge for the period 88 263 28 379
At 28 March 2015 209 1,091 89 1,389
Net book value
At 28 March 2015 959 1,797 187 2,943
Amortisation is charged to administrative expenses in the consolidated income statement.
13 Inventories
28 March 2015
£’000
29 March 2014
£’000
Goods for resale 24,794 22,131
The following amounts were recognised as an expense and included in cost of sales:
28 March 2015
£’000
29 March 2014
£’000
Cost of inventories 76,114 70,274
Write down of inventories 744 763 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 65
14 Trade and other receivables
28 March 2015
£’000
29 March 2014
£’000
Current
Trade receivables 138 124
Less: provision for impairment of trade receivables (1) (10)
Trade receivables – net 137 114
Other receivables 1,494 1,792
Prepayments 13,370 11,699
Trade and other receivables 15,001 13,605
The carrying amounts of the Group’s trade and other receivables are all denominated in Sterling.
Prepayments at 28 March 2015 include £9.1m of business rates charges relating to FY16 (29 March 2014 in respect 
of FY15: £8.0m). 
As at 29 March 2014 and 28 March 2015, 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 at 28 March 2015 are individually identified and represent amounts in dispute that are 
six months overdue.
The analysis of these trade receivables is as follows:
28 March 2015
£’000
29 March 2014
£’000
Neither past due nor impaired 137 114
Impaired (over six months overdue) 1 10
138 124
Movements on the Group provision for impairment of trade receivables are as follows:
28 March 2015
£’000
29 March 2014
£’000
At beginning of period 10 —
Recovered during the period (10) —
Charged to the income statement 1 10
At end of period 1 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 receivable 
mentioned above. The Group does not hold any collateral as security.
15 Cash and cash equivalents
28 March 2015
£’000
29 March 2014
£’000
Cash at bank and on hand 11,059 8,222
Cash and cash equivalents 11,059 8,222
16 Trade and other payables
28 March 2015
£’000
29 March 2014
£’000
Current
Trade payables 25,695 21,162
Other taxes and social security 1,498 2,037
Accruals and deferred income 7,670 9,373
Rent-free deferred income 1,233 1,202
Other payables 1,160 1,093
Trade and other payables 37,256 34,867
The Directors consider that the carrying amounts of trade and other payables approximate to their fair value. BONMARCHÉ HOLDINGS PLC Annual Report 2015 66
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
17 Other payables
28 March 2015
£’000
29 March 2014
£’000
Non-current
Rent-free deferred income 2,459 3,175
Other payables 2,459 3,175
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 28 March 2015, the total rent-free deferred income balance had an average remaining life of 40 months 
(29 March 2014: 49 months).
The ageing of rent-free deferred income is as follows:
28 March 2015
£’000
29 March 2014
£’000
Current 1,233 1,202
Non-current 2,459 3,175
Total rent-free deferred income 3,692 4,377
18 Financial liabilities
28 March 2015
£’000
29 March 2014
£’000
Current 
Finance leases 202 75
Non-current
Finance leases 617 322
Total financial liabilities 819 397
The carrying amount of borrowings approximates to their fair value.
The Group has the following undrawn borrowing facilities:
28 March 2015
£’000
29 March 2014
£’000
Committed revolving credit facility 10,000 10,000
At the end of the year, the Group had a committed bank revolving credit facility which matures on 13 November 2017. 
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.
28 March 2015
£’000
29 March 2014
£’000
Gross finance lease liabilities – minimum lease payments: 
– No later than one year 230 100
– Later than one year and no later than five years 653 342
Sub-total 883 442
Future finance charges on finance lease (64) (45)
Present value of finance lease liabilities 819 397
The maturity profile of finance lease liabilities is as follows:
28 March 2015
£’000
29 March 2014
£’000
No later than one year 202 75
Later than one year and no later than five years 617 322
819 397 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 67
19 Financial instruments 
The Group’s financial risk management policy is as disclosed in note 2.
Financial assets
‘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 28 March 2015 was £3,963,000 (29 March 2014: £nil).
Financial liabilities 
‘Trade and other payables’ and ‘Finance leases’ 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 28 March 2015 was £nil (29 March 2014: £2,809,000).
Cash flow hedges
28 March 2015
£’000
29 March 2014
£’000
Forward foreign exchange contracts – cash flow hedge (Level 2) asset/(liability) 3,963 (2,809)
Forward foreign exchange contracts – notional principal amount 48,075 43,301
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.
20 Deferred tax
28 March 2015
£’000
29 March 2014
£’000
Non-current deferred tax assets 86 918
Non-current deferred tax liabilities (1,189) (524)
Net deferred tax (liabilities)/assets (1,103) 394
Deferred tax assets are recognised in respect of temporary differences giving rise to deferred tax assets, when it is 
probable that these assets will be recovered.
The movement on the net deferred tax account is as follows:
28 March 2015
£’000
29 March 2014
£’000
At beginning of period 394 (971)
Income statement (charge)/credit (59) 336
Tax (charge)/credit relating to components of other comprehensive income (1,438) 1,029
At end of period (1,103) 394 BONMARCHÉ HOLDINGS PLC Annual Report 2015 68
 FINANCIAL ST A TEMENTS
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
20 Deferred tax continued
The movement in deferred 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 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
Intangible 
assets
£’000
Cash flow 
hedges
£’000
Share-
based
payments
£’000
Other
short term
temporary
differences
£’000
Total
£’000
At 30 March 2014 (524) 646 62 210 394
Credited/(charged) to the income statement 127 — (62) (124) (59)
Charged to other comprehensive income — (1,438) — — (1,438)
Balance at 28 March 2015 (397) (792) — 86 (1,103)
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. 
A summary of the movement in unvested shares is shown below: 
Number
Unvested ‘B’ shares at 30 March 2013 6,360
Issued during the previous financial period 2,900
Unvested prior to redemption and transfer to Bonmarché Holdings plc ‘A’ shares
1
9,260
Unvested shares converted into Bonmarché Holdings plc ‘A’ shares
1
3,241,000
Vested in the previous financial period (658,000)
Unvested ‘A’ shares at 29 March 2014 2,583,000
Unvested shares at 29 March 2014 2,583,000
Vested in the current financial period (759,500)
Lapsed during the financial period (406,000)
Unvested shares at 28 March 2015 1,417,500
1.  Following the Group restructure in 2013, the shares were exchanged for shares in a new holding company. 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. 
Share scheme conditions
The shares vest as follows:
 › 20% of the shares vest upon the first anniversary of the later of the employment commencement date 
and 20 January 2012; and
 › the remaining shares vest at a rate of 20% on each anniversary thereafter for a further four years. 
Under the scheme arrangements, distributions in respect of vested shares are paid to the member. Distributions in respect 
of unvested shares are paid into an escrow account, to be released when the shares vest, other than an amount which 
is paid to the member immediately, in respect of any tax which would become due on the distribution.  STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 69
21 Share-based payments continued
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 AIM. 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
1
7,950 2,900
1.  The fair value was determined using the number of shares at the time of issue, which was prior to the share reorganisation in 2013. 
Charge to the income statement
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Total expenses related to equity-settled share-based payment transactions 251 390
22 Share capital
28 March 2015
£’000
29 March 2014
£’000
Allotted, called up and fully paid
50,018,150 (2014: 50,018,150) ordinary shares of 1 pence (2014: 1 pence) 500 500
The authorised share capital of Bonmarché Holdings plc is unlimited. 
23 Share premium
The share premium account consists of the premium paid on the purchase of shares at the time of the IPO, 
by the Bonmarché Employee Benefit Trust and other shareholders.
24 Employee Benefit Trust (EBT) reserve
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 AIM. The Trust is resident in Jersey and has an independent professional Trustee.
The Trust holds the unvested shares of an employee and former employee. These individuals have the right to acquire 
the Trustees’ interest in the shares that have vested. The shares vest as follows:
 › 20% of the shares vest upon the first anniversary of the later of the employment commencement date and 
20 January 2012; and
 › the remaining shares vest at a rate of 20% on each anniversary thereafter for a further four years.
At 28 March 2015, the Company held in Trust 708,844 (2014: 593,572) of its own shares with a nominal value 
of £7,000 (2014: £6,000). The market value of the shares at 28 March 2015 was £1,974,000 (2014: £1,718,000).
The Trust has waived its entitlement to receive dividends in respect of its holding of the Company’s ordinary shares. BONMARCHÉ HOLDINGS PLC Annual Report 2015 70
Notes to the Group financial statements continued
for the 52 weeks ended 28 March 2015
 FINANCIAL ST A TEMENTS
25 Cash generated from operations
Note
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Profit before tax 12,400 7,985
Adjustments for:
– depreciation 11 2,529 1,829
– loss on disposal of property, plant and equipment 34 65
– amortisation of intangible assets 12 379 366
– provision for impairment of intangible assets 12 — 250
– amortisation of deferred arrangement fees — 23
– share-based payment charge 21 251 390
– finance costs – net 7 214 231
– increase in inventories (2,663) (1,948)
– (increase)/decrease in trade and other receivables (1,435) 171
– increase in trade and other payables 1,810 5,016
Cash generated from operations 13,519 14,378
26 Analysis of net cash
Note
28 March 2015
£’000
29 March 2014
£’000
Cash and cash equivalents 15 11,059 8,222
Finance lease liabilities 18 (819) (397)
Net cash 10,240 7,825
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:
28 March 2015
£’000
29 March 2014
£’000
Letters of credit 3,147 1,521
28 Commitments
a) Capital commitments
28 March 2015
£’000
29 March 2014
£’000
Capital expenditure: contracted but not recorded in the financial statements 1,412 2,195
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
28 March 2015
£’000
29 March 2014
£’000
28 March 2015
£’000
29 March 2014
£’000
Within one year 15,978 16,187 291 204
Within two year to five years inclusive 36,837 41,968 291 217
After five years 11,932 14,223 — —
Total 64,747 72,378 582 421
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
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Pension cost charge for the period 886 748 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 71
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 11C 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 from its immediate parent undertaking, BM Holdings S.à r.l., a company registered 
in Luxembourg. The Group repaid the following amount during the previous financial year:
28 March 2015
£’000
29 March 2014
£’000
Opening balance — 6,023
Interest and arrangement fees — 157
Amount repaid (including interest and arrangement fees) — (6,180)
Amount outstanding — —
b) Purchase of goods and services
Fees charged by Sun Capital Partners Management V, LLC during the period in relation to services provided 
are as follows:
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Management fees — 1,897
Chairman’s fees 100 45
At 28 March 2015, there was an accrual of £145,000 (29 March 2014: £45,000) in respect of fees payable to Sun Capital 
Partners V, LLC, in relation to services provided by the Chairman.
Transactions with key management
The Directors and key management control 3,059,838 shares in Bonmarché Holdings plc, which represents 6.1% 
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
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
Outstanding at the start of the period 326 —
Amounts loaned during the period — 326
Amounts repaid during the period (62) —
Outstanding at the end of the period 264 326
31 Events after the reporting period
Between 28 March 2015 and the date of signing the financial statements, there have been no material events. BONMARCHÉ HOLDINGS PLC Annual Report 2015 72
 FINANCIAL ST A TEMENTS
Note
As at
28 March 2015
£’000
As at
29 March 2014
£’000
Fixed assets
Investments 3C 66,069 66,069
Current assets
Debtors 4C 3,036 326
Creditors: amounts falling due within one year 5C (3,695) (1,225)
Net current liabilities (659) (899)
Total assets less current liabilities 65,410 65,170
Net assets 65,410 65,170
Capital and reserves
Called up share capital 6C 500 500
Share premium account 7C 1,496 1,496
Employee Benefit Trust reserve (1,249) (1,187)
Profit and loss account 8C 64,663 64,361
Total shareholders’ funds 65,410 65,170
The financial statements of Bonmarché Holdings plc on pages 72 to 75 were approved by the Board of Directors 
on 12 June 2015 and were signed on its behalf by:
Beth Butterwick Stephen Alldridge
Chief Executive Finance Director
Company registration number: 08638336
The accounting policies and the notes on page 73 form an integral part of these financial statements.
Company balance sheet
as at 28 March 2015 STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 73
Notes to the Company financial statements
for the 52 weeks ended 28 March 2015
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 Topco 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 AIM of the London Stock Exchange on 20 November 2013.
Further information about the Company can be found in the General information section of the Group financial 
statements on page 53.
Basis of preparation
These Company financial statements have been prepared in accordance with UK Generally Accepted Accounting 
Practice (‘UK GAAP’).
The financial statements of the Company are prepared for the 52 week period ended 28 March 2015. The comparative 
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(3) of the Companies Act 2006 
from presenting its own profit and loss account. The profit in the financial statements of the Company was £2,221,000 
(2014: £1,472,000 loss).
The Company has taken advantage of the exemption in FRS 1 ‘Cash Flow Statements’ and has not prepared a cash 
flow statement.
Accounting policies have been applied consistently throughout the period. 
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 the 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.
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.
2C Employee costs
The Company has no employees other than the Directors. Full details of the Directors’ remuneration and interests, 
including details of the highest paid Director, are set out in the Directors’ Remuneration Report on pages 34 to 42 
which forms part of the audited information.
3C Investments
28 March 2015
£’000
29 March 2014
£’000
Cost and net book value at the beginning of the period 66,069 —
Additions — 66,069
Cost and net book value at the end of the period 66,069 66,069 
Prior period additions represent the investment in Bluebird UK Topco Limited, and the wholly owned subsidiaries 
of Bluebird UK Topco 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 11C.
The Directors believe that the carrying value of the investment is supported by its underlying net assets and expected 
results from the future trading of subsidiaries. BONMARCHÉ HOLDINGS PLC Annual Report 2015 74
 FINANCIAL ST A TEMENTS
Notes to the Company financial statements continued
for the 52 weeks ended 28 March 2015
4C Debtors
28 March 2015
£’000
29 March 2014
£’000
Other debtors 264 326
Amounts owed by Group undertakings 2,772 —
3,036 326
Information regarding the employee loan account can be found in note 12C.
5C Creditors: amounts falling due within one year
28 March 2015
£’000
29 March 2014
£’000
Corporation tax liability (14) —
Amounts owed to Group undertakings (3,681) (1,225)
(3,695) (1,225)
6C Share capital
28 March 2015
£’000
29 March 2014
£’000
Allotted, called up and fully paid
50,018,150 (2014: 50,018,150) ordinary shares of 1 pence (2014: 1 pence) 500 500
The authorised share capital of Bonmarché Holdings plc is unlimited. 
7C Share premium account
The share premium account consists of the premium paid on the purchase of shares by the Bonmarché Employee 
Benefit Trust and other shareholders.
8C Profit and loss account
Note
52 weeks ended
28 March 2015
£’000
52 weeks ended
29 March 2014
£’000
At the beginning of the period 64,361 —
Profit/(loss) for the period 2,221 (1,472)
Share-based payment credit 10C 251 258
Capital reduction — 65,937
Bonus issues — (362)
Dividends paid to shareholders 9C (2,170) —
Profit and loss account 64,663 64,361
Information on the share award schemes can be found in note 21 in the Group financial statements.
Auditor’s remuneration for audit services to the Company was £5,000. This is borne by another Group company.
Included in the profit and loss account is £64,200,000 of reserves that are distributable (2014: £64,100,000).
9C Dividends
Equity – ordinary
52 weeks ended
28 March 2015
£’000
Final dividend paid (FY14): 2.1 pence per share 1,036
Interim dividend paid (FY15): 2.3 pence per share 1,134
Dividends paid during the period 2,170
The Directors have proposed a final dividend in respect of the 52 weeks ended 28 March 2015 of 4.5 pence per share 
amounting to a dividend of £2.2m. It will be paid on 4 August 2015 to shareholders on the register of members as at 
the close of business on 26 June 2015, subject to approval by shareholders at the Annual General Meeting to be held 
on 30 July 2015. In line with the requirements of FRS 21 ‘Events after the Reporting Period’, this dividend has not 
been recognised within these results. STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS
BONMARCHÉ HOLDINGS PLC Annual Report 2015 75
10C Share-based payments
A share-based payment credit of £251,000 (2014: £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.
11C Principal subsidiaries
Name Country of incorporation Company registration number Nature of the business Proportion of ordinary share held
Bluebird UK Topco England and Wales 07909406 Holding company 100%
Bluebird UK Holdco England and Wales 07909464 Holding company 100%
Bonmarché Limited England and Wales 07909526 Retail 100%
Bluebird UK Bidco 2 England and Wales 07918420 Dormant 100%
12C Related party transactions
The Company has taken advantage of the exemption under FRS 8 ‘Related Party Disclosures’ and not disclosed 
details of transactions with wholly owned subsidiaries.
Executive Directors and key management, who are employed by another Group company, participate in a share 
scheme, further details of which can be found in note 21. In order to participate, an employee was required to acquire 
the shares, and the Company provided loans to them to assist with the purchase.
The table below shows the transactions during the period. 
28 March 2015
£’000
29 March 2014
£’000
Outstanding at the start of the period 326 —
Amounts loaned during the period — 326
Amounts repaid during the period (62) —
Outstanding at the end of the period 264 326 BONMARCHÉ HOLDINGS PLC Annual Report 2015 76
SHAREHOLDERS’ INFORMATION
Shareholders’ information
Registered office
Bonmarché Holdings plc
Jubilee Way
Grange Moor
Wakefield
West Yorkshire
WF4 4SJ
Telephone: +44 1924 700100
Financial PR
FTI Consulting
200 Aldersgate Street
London
EC1A 4HD
Email: bonmarche.sc@fticonsulting.com
Telephone: +44 203 727 1109
Nominated adviser and broker
Investec Bank PLC
2 Gresham Street
London
EC2V 7QP
Telephone: +44 207 597 4000
Principal solicitors
DLA Piper UK LLP
3 Noble Street
London
EC2V 7EE
Auditor
PricewaterhouseCoopers LLP
Benson House
33 Wellington Street
Leeds
LS1 4JP
Registrar
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Telephone (UK): 0871 664 0300
Telephone (international): +44 208 639 3399
Key dates
These dates are indicative and may be subject to change.
Dividend record date 26 June 2015
Annual General Meeting and trading update announcement 30 July 2015
Dividend payment date 4 August 2015
Financial half-year end 26 September 2015
Half-yearly management statement November 2015
Christmas trading update January 2016
Financial year-end 26 March 2016
Pre-close trading update April 2016
2016 final results announcement June 2016
Annual General Meeting
The AGM will be held at Bonmarché’s Head Office, Jubilee Way, Grange Moor, Wakefield WF4 4SJ on Thursday 30 July 2015. 
The meeting will start at 1.00pm and registration will be available from 12.30pm.
Investor contacts  
Bonmarché Holdings plc is committed to
environmental issues which are reflected 
in this Annual Report which has been printed 
on Novatech Digital Silk, which is an FSC® Mix
Certified paper, ensuring that all virgin pulp
is derived from well-managed forests and
other responsible sources. BONMARCHÉ HOLDINGS PLC Annual Report 2015
BONMARCHÉ HOLDINGS PLC
Jubilee Way
Grange Moor
Wakefield
West Yorkshire
WF4 4SJ