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REG - Watches of Switzlnd. - Annual Financial Report

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RNS Number : 4309T  Watches of Switzerland Group PLC  31 July 2025

31 July 2025

 

Watches of Switzerland Group PLC (the "Company")

Annual Report and Accounts 2025

 

 

In compliance with UK Listing Rules 6.4.1 and 6.4.3, the Company announces
that the following documents have today been submitted to the UK Financial
Conduct Authority, and will shortly be available for inspection via the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

1.     Annual Report and Accounts 2025; and

 

2.     Notice of Annual General Meeting of the Company, to be held at 36
North Row, London W1K 6DH at 2.30pm on 3 September 2025

 

In accordance with DTR 6.3.5(3) the Annual Report and Accounts 2025 and the
Notice of Annual General Meeting are accessible on the Group's website:
thewosgroupplc.com (https://www.thewosgroupplc.com/investors/results-centre/)

 

A condensed set of Watches of Switzerland Group PLC financial statements and
information on important events that have occurred during the year and their
impact on the financial statements were included in the Company's FY25 results
announcement on 3 July 2025. That information together with the information
set out below which is extracted from the Annual Report and Accounts 2025
constitute the requirements of DTR 6.3.5 which is to be communicated via an
RNS in unedited full text. This announcement is not a substitute for reading
the full Annual Report and Accounts 2025. Page and note references in the text
below refer to page numbers in the Annual Report and Accounts 2025. To view
the FY25 results announcement visit the Company website:
thewosgroupplc.com/investors
(https://www.thewosgroupplc.com/investors/results-centre/)

 

 

For further information, please contact:

Laura Battley

Company Secretary and General Counsel

+44 (0)20 7317 4604

companysecretariat@thewosgroup.com (mailto:companysecretariat@thewosgroup.com)

 

 

Additional Information

 

Principal risks and uncertainties

 

Below are descriptions of our principal risks and uncertainties and
explanations of how we manage or mitigate the risk. It is recognised that the
Group is exposed to risks wider than those listed. However, we have disclosed
those we believe are likely to have the greatest impact on our business at
this moment in time.

 

 Principal risk description                                                       How we manage or mitigate the risk
 Business Strategy Development and Execution

 If the Board adopts the wrong strategy or does not implement its strategy        The Board reviews its business strategy on a regular basis to determine how
 effectively, the business may suffer. The Group's growth strategy exposes it     sales and profit can be maximised, and business operations can be made more
 to risks and the Group may encounter setbacks in its ongoing expansion in the    efficient.
 UK and US.

                                                                                The Board has significant relevant experience, including in the retail and
 The Group's significant investments in its showroom portfolio, IT systems,       luxury markets.
 colleagues and marketing may be unsuccessful in growing the Group's business

 as planned.

                                                                                  The CEO provides updates to the Board on key development opportunities and

                                                                                initiatives.
 As the Group continues to make acquisitions, these may prove unsuccessful or

 divert its resources. Further growth through acquisition is dependent upon the
 Group's ability to identify suitable targets, conduct effective due diligence,

 negotiate transactions on favourable terms, complete such transactions and       Expansion of the property portfolio or potential acquisitions must meet strict
 successfully integrate the acquired businesses.                                  payback criteria.

Return on investment of marketing and other investment activity is monitored
 The Group may fail to respond to the pressures of an increasingly changing       closely.
 retail environment effectively and rapidly. The re-evaluation of priorities

 and their delivery, including the consideration of initiatives to respond to
 permanent changes in client behaviours or to change working practices, is

 paramount in the current environment.                                            Key management information is provided to the Board on a regular basis to help
                                                                                  inform strategic decision-making.

                                                                                  The Group has adapted its strategy to take advantage of online trading, client
                                                                                  appointments and introduced the Luxury Watch and Jewellery Virtual Boutique to
                                                                                  maximise sales.

                                                                                  The Group has diversified its operations through the expansion of mono-brand
                                                                                  boutiques, ecommerce platforms, and enhanced luxury branded jewellery offers.
                                                                                  There is international market diversification reducing reliance on one
                                                                                  territory.
 Key Suppliers and Supply chain

 The manufacture of key luxury watch brands is highly concentrated among a        The Group fosters strong relationships with brand partners and other
 limited number of brand partners and the production of luxury watches is         suppliers, many of which have been held for a significant length of time.
 limited by the small number of master watchmakers and the availability of

 artisanal skills. Owners of luxury watch brands control distribution through
 strict, Selective Distribution Agreements. Consequently, the relationship with

 owners of luxury watch brands is crucial to the Group's success.                 Supplier distribution contracts are closely monitored to ensure continued

                                                                                compliance with contractual obligations.

 Some of the Group's distribution agreements with luxury watch brands provide

 owners of such brands with a right to terminate the agreement in the event of    The Group works collaboratively with brand partners to identify product trends
 a change of control and/or management of the Group.                              and forward demand.

 The Group is subject to the risk that owners of luxury watch brands may decide   Continued focus on providing exceptional client experience, representing the
 to terminate these contracts or otherwise not to renew them upon expiry, or to   brands in the best possible way.
 reduce the number of agencies they grant to the Group.

                                                                                Client experience is further elevated through new, larger showrooms that are
 The Group's distribution agreements with suppliers do not guarantee a steady     supported by the brands.
 supply of merchandise.

                                                                                In-depth training for showroom colleagues is provided, including specific
 The Group's business model may also come under significant pressure should the   training provided by the brand partners.
 owners of luxury watch and jewellery brands choose to distribute their own

 watches, increasingly or entirely by-passing third-party retailers such as the
 Group.

                                                                                  The Group's sales mix is becoming more broad-based, with less reliance on
                                                                                  individual brands to drive success.

                                                                                  Review opportunities to extend our expertise into complementary business and
                                                                                  service models.
 Client Experience and Market Risk

                                                                                  The Group provides the ultimate luxury environment for its clients to feel

                                                                                welcome, appreciated and supported.
 An inability to maintain a consistent high-quality experience for the Group's

 clients across the sales channels, particularly within the showroom network,
 could adversely affect business.

                                                                                Our Xenia Client Experience Programme further elevates our client experience
                                                                                  proposition.

 The increased number of registration of interest (ROI) watches could adversely
 impact the perceived client experience.

                                                                                Our brand partners audit and assess our client experience enabling us to
                                                                                  independently benchmark and evaluate our performance.

 The Group faces competition and any failure by the Group to compete
 effectively could result in a loss of market share or the ability to retain

 supplier agencies. Long-term consumer attitudes to diamonds, gold and other      Exceptional training is provided for our showroom colleagues, and other
 precious metals and gemstones could be affected by a variety of issues,          client-facing colleagues, to allow them to provide the best client service,
 including concern over the source of raw materials, the impact of mining and     along with in-depth product knowledge.
 refining of minerals on the environment, labour conditions in the supply

 chain, and the availability and perception of substitute products, such as
 cubic zirconia and laboratory created diamonds.

                                                                                The CRM database allows the Group to engage with the client on their journey

                                                                                from potential to loyal client.

Equally, longer-term consumer attitudes to more technologically advanced

 watches, such as 'smart watches', could reduce consumer demand for luxury
 watches.

                                                                                  The Group continues to invest in and develop its product offering to improve
                                                                                  the value offered to consumers, retailers and manufacturers.

                                                                                  Competitor activity is monitored in detail, enabling strategic decision making
                                                                                  on key market positions.

                                                                                  Our Luxury Watch and Jewellery Virtual Boutique experience is a unique
                                                                                  differentiator and recognised as a competitive advantage, as is the Group's
                                                                                  scale and technological capabilities.

                                                                                  Consumer trends are monitored to ensure product ranges remain aligned to
                                                                                  client demand.
 Colleague Talent and Capability

 The Group depends on the services of key talent to manage its business, and      The Trading Board considers the development of Senior Management to ensure
 the departure of such colleagues or the failure to recruit and retain suitable   there are opportunities for career development, promotion and appropriate
 personnel could adversely affect the Group's business.                           succession.

 Client experience is an essential element in the success of the Group's          The Nomination Committee considers succession planning for the Board, and
 business, where many clients prefer a more personal face-to-face experience      Senior Management.
 and have established strong relationships with the Group's retail colleagues.

 An inability to recruit and retain suitably qualified colleagues, especially
 with specialised knowledge of luxury watches and jewellery, would have a

 material impact on the Group.                                                    The Company's recognition programmes are in place to incentivise and motivate
                                                                                  colleagues.

                                                                                  A wide range of training and development programmes are available to
                                                                                  colleagues.

                                                                                  The Colleague Engagement Survey provides an insight into what colleagues feel
                                                                                  would make the Group an even better place to work.

                                                                                  The Group continually reviews the remuneration and benefits packages for all
                                                                                  colleagues.

                                                                                  We utilise a two-way engaging, global communications platform, CONNECT. This
                                                                                  digital channel underpins Group communications to colleagues.
 Data Protection and Cyber Security

 The increasing sophistication and frequency of cyber-attacks, coupled with       Significant investment in systems development and security programmes.
 data protection laws, highlight the escalating information security risk

 facing all businesses.

                                                                                  Systems vulnerability and penetration testing is carried out regularly.

 As the Group operates in the UK and US markets, the regulatory environment
 surrounding these areas is considered more complex. Security breaches and

 failures in the Group's IT infrastructure and networks, or those of              The Group's IT / Data Steering Committee meets regularly to review related
 third-parties, could compromise sensitive and confidential information and       processes and emerging risks.
 affect the Group's reputation.

Continuous and dynamic training, and enhanced anti-phishing awareness

                                                                                campaigns have been rolled out to all employees.
 Theft or loss of Company or client data or potential damage to any systems

 from viruses, ransomware or other malware could result in fines and
 reputational damage to the business that could negatively impact on our sales.

                                                                                  Enhanced multi-factor authentication (MFA) enforced across the Group.

                                                                                  Next generation email security system implemented.

                                                                                  New 24/7 security operations centre (SOC) service onboarded.

                                                                                  Improved reporting capabilities allowing all colleagues to promptly report any
                                                                                  suspicious content or activity they encounter.

                                                                                  External maturity assessment conducted to validate continuous security
                                                                                  improvement programme.
 Business Interruption

 Adverse weather conditions, pandemics, travel disruption, natural disasters,     The Group has a framework of operational procedures and business continuity
 terrorism, acts of war or other external events could adversely affect           plans that are regularly reviewed, updated and tested.
 consumer discretionary spending or cause a disruption to the Group's

 operations.

                                                                                  The multi-channel model allows clients to continue their relationship with us

                                                                                and to purchase in the event of disruption to any single channel.
 The inability of the Group to be able to operate showrooms or a significant

 reduction in available colleagues to operate the business, such as during a
 material pandemic, would significantly impact the operations of the business.

                                                                                Robust security arrangements are in place across our showroom network to deter
                                                                                  and prevent crime and, in the event of an incident, protect people and

                                                                                products.
 The Group offers flexible delivery options (home delivery or Click &

 Collect in showroom) and its online operations rely on third-party carriers
 and transportation providers. The Group's shipments are subject to various

 risks, including labour strikes and adverse weather.                             A comprehensive insurance programme is in place to offset the financial

                                                                                consequences of insured events.

 The Group may experience significant theft of products from its showrooms,

 distribution centres or during the transportation of goods. Loss of high-value   A detailed IT development and security roadmap is in place, aligned to our
 low-availability pieces could damage our reputation and our clients may become   strategy.
 less inclined to visit our showrooms.

                                                                                Reliable and reputable third-party logistic partners have been engaged to
 Disruptions to, or failures in, the Group's IT infrastructure and networks, or   ensure the secure transportation of goods.
 those of third-parties, could disrupt the Group's operations, especially

 during periods of increased reliance on these systems such as those
 experienced during the pandemic lockdowns.

                                                                                The Group has in place action plans to effectively deal with the impact of a
                                                                                  pandemic on business operations.

 The Group relies on IT networks and systems, some of which are managed by
 third-parties, to process, encrypt and transmit electronic information, and to

 manage or support a variety of business processes and activities, including      A Group-wide crisis response programme is in place and is tested regularly.
 sales, supply chain, merchandise distribution, client invoicing and collection
 of payments.
 Regulatory and Compliance

 Fines, litigation and reputational damage could arise if the Group fails to      Regular monitoring of economic and political events.
 comply with legislative or regulatory requirements including, but not limited

 to, consumer law, health and safety, employment law, data protection,
 anti-bribery and corruption, competition law, anti-money laundering and supply

 chain regulations.                                                               Focus on client service to attract and retain clients.

 As the Group continues its US expansion and trades in increasing state           Fostering brand loyalty and exclusivity.
 jurisdictions, there is a risk the business lacks the detailed knowledge of

 local US laws and regulations resulting in a breach, significant fine and
 reputational impact.

                                                                                  The Group updates internal return on investment hurdles and criteria to
                                                                                  reflect changing market environments.

                                                                                  Detailed sales and inventory data is analysed to anticipate future trends and
                                                                                  demand, taking into consideration the current economic environment.

                                                                                  Regular review of supply chain and sourcing options.

                                                                                  Through continued expansion in the US, the Group is not wholly dependent on
                                                                                  the economic or political environment in one single market.

                                                                                  Operational activities have been amended, and continue to be updated, to
                                                                                  comply with guidance provided by the Government to prioritise the safety of
                                                                                  colleagues and clients.

                                                                                  Regulatory compliance reviews form part of the rolling Internal Audit plan.
 Economic and Political

 The Group's business is geographically concentrated in the UK and US, with a     Regular monitoring of economic and political events.
 more limited European footprint. Any sustained stagnation or deterioration in

 the luxury watch or jewellery markets or decline in consumer spending in these
 territories could have a material adverse impact on the Group's business.

                                                                                Focus on client service to attract and retain clients.

 The Group or its suppliers may not be able to anticipate, identify and respond

 to changing consumer preferences in a timely manner, and the Group may not       The Group updates internal return on investment hurdles and criteria to
 manage its inventory in line with client demand.                                 reflect changing market environments.

 Ongoing legal, political, and economic uncertainty in the UK, US and             Detailed sales and inventory data is analysed to anticipate future trends and
 international markets could give rise to significant currency fluctuations,      demand, taking into consideration the current economic environment.
 interest rate increases, adverse taxation arrangements or affect current

 trading and supply arrangements.

                                                                                  Through continued expansion in the US, the Group is not wholly dependent on
                                                                                  the economic or political environment in one single market.
 Brand and Reputational Damage

 The Watches of Switzerland Group's trading brands and its corporate brand are    The Group has a clear and open culture with a focus on trust and transparency.
 an important asset, and failure to protect the Group's reputation and brand

 could lead to a loss of trust and confidence. This could result in a decline
 in the client base, affect the ability to recruit and retain the best people,

 and damage our reputation with our suppliers or investors.                       Excellent client experience is a key priority of the Group and subject to
                                                                                  independent scrutiny by our major brand partners through mystery shopping
                                                                                  programmes.

                                                                                  The Group undertakes regular client engagement to understand and adapt the
                                                                                  product, offer and showroom environment.

                                                                                  The use of impactful, digital-led marketing, along with an in-depth knowledge
                                                                                  of products, makes the Group an authority in the markets it serves.

                                                                                  Training and monitoring of adherence by colleagues to Group policies and
                                                                                  procedures.

                                                                                  Ongoing monitoring of social media and digital channels for abuse of Group
                                                                                  copyright and disreputable content.

                                                                                  The Group has conducted a materiality assessment to understand the priorities
                                                                                  and focus areas of its stakeholders, including colleagues, brand partners and
                                                                                  other suppliers, investors and community groups.
 Financial and Treasury

 The Group's ability to meet its financial obligations and to support the         The Group had a total of £368.9 million in available committed facilities at
 operations and expansion of the business is dependent on having sufficient       27 April 2025 with a term of three years.
 funding over the short, medium and long-term. The Group is reliant on the

 availability of adequate financing from banks and capital markets to meet its
 liquidity needs.

                                                                                The Group's net cash position and available funding is actively managed
                                                                                  through a Group Treasury policy and cash flow projections are regularly

                                                                                monitored by management and the Board.
 The Group's level of indebtedness could adversely affect its ability to react

 to changes in the business and may limit the commercial and financial
 flexibility to operate the business.

                                                                                Exchange and interest rates are regularly reviewed to determine if hedging
                                                                                  should be put in place.

 The Group is exposed to foreign exchange risk and profits may be adversely
 impacted by unforeseen movements in foreign exchange rates.

                                                                                A three-year strategic cash flow is prepared and stress-tested, including the
                                                                                  impact on covenant calculations.

 Significantly reduced trading over an extended period could impact the
 business's ability to operate within committed credit facilities.
 Climate Change

 The increased frequency of extreme weather events may lead to the significant    Climate-related issues are addressed on a regular basis by the ESG Committee,
 disruption of retail showrooms, offices and distribution centres, through        which is chaired by an Independent Non-Executive Director.
 flooding and strong winds. The supply chain may also be impacted through

 transporting goods to showrooms and directly to our clients.

                                                                                  The ESG Committee challenges the Group on progress against climate-related

                                                                                goals and targets.
 In a changing climate, there is the potential for higher insurance premiums

 across business operations, especially those taking place in geographies
 particularly impacted by extreme weather events.

                                                                                Key climate-related risks and opportunities are governed via our Audit &
                                                                                  Risk Committee along with the accuracy of and compliance with ESG-related

                                                                                disclosures, including TCFD.
 The increasing cost of energy and potential regulatory

 mechanisms on direct carbon emissions, may impact business financials and

 profit if the Group cannot transition to a low-carbon business model.            The ESG agenda continues to evolve rapidly and annual training for Board

                                                                                members is maintained to ensure that they have sufficient knowledge for
                                                                                  effective decision-making.

 The Group's reliance on premium raw materials, which are a finite resource,
 increases its exposure to resource scarcity, and the potential increased cost

 of obtaining these resources in a challenging and competitive supply chain       The CEO has overall operational responsibility for climate strategy and the
 environment.                                                                     mitigation of related risks.

 The Group may fail to implement its mitigation strategy to reduce its impact     The CFO has day-to-day operational responsibility for climate-related risks
 on the climate and manage the risk appropriately, leading to increased           and opportunities and chairs a regular ESG Steering Group, which reports into
 scrutiny from stakeholders and investors, resulting in reputational damage.      the ESG Committee.

                                                                                  The Group has a dedicated Head of Sustainability and ESG, who has significant
                                                                                  experience in relation to climate change.

                                                                                  The ESG Steering Group is responsible for assessing and managing
                                                                                  climate-related risks and opportunities against KPIs aligned to our ESG
                                                                                  pillars of People, Planet and Product and ensuring all operational matters in
                                                                                  respect of our ESG Strategy are fully embedded into our business strategy and
                                                                                  operation, including an underpin to Group bonus arrangements.

                                                                                  Our key ESG pillars are supported by Working Groups, which include senior
                                                                                  operational managers, with input from external consultants.

The Group undergoes numerous external assessments on climate and
                                                                                  sustainability initiatives

 

Further information on the financial risks we face and how they are managed is
provided on pages 144 to 153 of the Annual Report and Accounts 2025.

 

Directors' Responsibility Statement

 

The Directors are responsible for preparing the Annual Report and Accounts in
accordance with applicable law and regulations.

 

Company law requires the Directors to prepare Financial Statements for each
financial year that give a true and fair view of the state of affairs of the
Group and the Company as at the end of the financial year, and of the profit
or loss of the Group for the financial year.

 

Under that law the Directors have elected to prepare the Group Financial
Statements in accordance with UK adopted international accounting standards
and have elected to prepare the Company's Financial Statements in accordance
with United Kingdom Generally Accepted Accounting Practice, including FRS 102
(The Financial Reporting Standard applicable in the United Kingdom and the
Republic of Ireland) and the Companies Act 2006.

 

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 the profit or loss of the Group
for that period.

 

In preparing the Annual Report and Accounts, the Directors are required to:

 

- Select suitable accounting policies in accordance with IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors (or in respect of the
parent company Financial Statements, Section 10 of FRS 102) and then apply
them consistently;

 

- Make judgements and accounting estimates that are reasonable and prudent;

 

- Present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;

 

- Provide additional disclosures when compliance with the specific
requirements in IFRSs (or in respect of the parent company financial
statements, FRS 102) is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the Group's
financial position and financial performance;

 

- For the Group Financial Statements, state whether International Financial
Reporting Standards in conformity with the requirements of the Companies Act
2006 and UK adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the Financial
Statements;

 

- For the Parent Company Financial Statements, state whether applicable UK
accounting standards, FRS 102, have been followed, subject to any material
departures disclosed and explained in the Parent Company Financial Statements;

 

- Prepare the Financial Statements on the going concern basis unless it is
inappropriate to presume that the Group and the Company will continue in
business.

 

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.

 

Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic report, Directors' report, Directors' Remuneration
Report and Corporate Governance statement that comply with that law and those
regulations. The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Company's website.

 

Each of the Directors, whose names and functions are listed on pages 162 and
163 of the Annual Report and Accounts 2025, confirms that, to the best of
their knowledge:

 

- the Group Financial Statements, which have been prepared in accordance with
UK adopted international accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit of the Group;

 

-  the Annual Report and Accounts 2025, including the Strategic Report,
includes a fair review of the development and performance of the business and
the position of the Company and undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and
uncertainties that they face; and

 

-  they consider the Annual Report and Accounts 2025, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Company's position, performance, business model and
strategy.

 

The Directors of Watches of Switzerland Group PLC are listed in the Group's
Annual Report and Accounts 2025 and on the Group's website: thewosgroupplc.com
(http://thewosgroupplc.com/)

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