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Annual report 2024
FINANCIAL HIGHLIGHTS
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Core revenue
494.7
445.4
Licensing revenue
31.0
25.4
Revenue
525.7
470.8
Revenue at constant currency
540.2
470.8
Core operating profit
174.8
148.2
Core operating profit at constant currency
185.6
148.2
Licensing operating profit
27.0
22.0
Licensing operating profit at constant currency
28.8
22.0
Operating profit
201.8
170.2
Profit before taxation
203.0
170.6
Net increase in cash - pre-dividends paid
155.9
155.5
Earnings per share
458.8p
409.7p
Dividends per share declared and paid in the period
420p
415p
See the glossary on page 86 for details on the alternative performance measures (APMs) used by the Group. Where appropriate, a reconciliation between
an APM and its closest statutory equivalent is provided.
CONTENTS
Chair’s statement
2
Strategic report
3
Directors’ report
20
Corporate governance report
32
Audit and risk committee report
37
Remuneration report
40
Directors’ responsibilities statement
51
Company directors and advisers
52
Independent auditor’s report to the members of Games Workshop Group PLC
53
Consolidated income statement
59
Consolidated statement of comprehensive income
59
Balance sheets
60
Consolidated and Company statements of changes in total equity
61
Consolidated and Company cash flow statements
62
Notes to the financial statements
63
Five year summary
85
Financial calendar
85
Glossary
86
Notice of annual general meeting
87
1 Games Workshop Group PLC
CHAIR’S STATEMENT
I’m delighted to be introducing an annual report describing another year of record performance for revenue, profit, dividends to
shareholders and group profit share payments to staff.
Games Workshop has dedicated and skilled teams delivering high quality products to amazing customers. It has continued to grow and
produce stellar financial returns.
Delivering these results consistently over many years is truly exceptional and it isn’t easy. It requires the application of a proven business
model by teams of experts, operating within a culture built on fundamental principles. Continued success requires a confidence in this
approach combined with awareness and agility to ride any issues beyond our control.
Maintaining a straightforward approach to our finances helps - we have no debt, we don’t hedge against currency movements and we
distribute truly surplus cash to our shareholders as a dividend.
Avoiding distraction supports a laser focus on things which are in our control - investing in fantastic intellectual property and class leading
miniatures, giving our amazing customers the maximum opportunity to engage with and enjoy our products, expanding globally while
maintaining control of manufacturing and logistics to maximise margins - ensuring we make decisions for the long term.
This report shows that Games Workshop has delivered again. If it was easy - everyone would do it.
As previously announced, Rachel Tongue is standing down as CFO after many successful years in the Company. Her successor is an internal
appointment, Liz Harrison, who is nominated to join the board as group finance director at the AGM.
As we continue to build our board for the future, it is also time to look to my succession. Having served on the board for six years, I have
communicated that I intend to ask the nomination committee to commence a search for the next non-executive chair of this unique
company as I do not anticipate standing for re-election at next year’s AGM in 2025. This timetable allows for an orderly handover and
reflects my personal decision that it is time to retire and spend more time fixing dry stone walls in Cumbria.
On behalf of the board, I would like to thank:
• The whole Games Workshop team for delivering another year of amazing performance.
• All the customers who engaged with our intellectual property and bought our amazing fantasy miniatures.
• Our shareholders for their ongoing support - we look forward to seeing you at the AGM in Nottingham on 18 September 2024.
John Brewis
Non-executive chair
29 July 2024
2 Games Workshop Group PLC
STRATEGIC REPORT
Strategy and objectives
Games Workshop is committed to the continuous development of our intellectual property (‘IP’) and making the Warhammer hobby and
our business ever better.
Our ambitions remain clear: to make the best fantasy miniatures in the world, to engage and inspire our customers, and to sell our
products globally at a profit. We intend to do this forever. Our decisions are focused on long-term success, not short-term gains.
Let me go through our strategy part-by-part:
The first element is that we make high quality miniatures. We understand that what we make may not appeal to everyone, so to recruit
and retain customers we are absolutely focused on making our models the best in the world. In order to continue to do that forever and to
deliver a decent return to our owners, we sell our miniatures for a price that we believe represents the investment in their quality.
The second element is that we make fantasy miniatures based in our endless, imaginary worlds. This gives us control over the imagery and
styles we use, and ownership of the IP. Aside from our core business, we are constantly looking to grow our licensing income from
opportunities to use our IP in other markets.
The third element is that we are customer focused. We aim to communicate in an open, fun way. Whoever and wherever our customers
are, and in whichever way they want to engage with Warhammer, we will do our utmost to support them.
The fourth element is the global nature of our business. Our customers can be found anywhere, and we seek them out all over the world.
They’re a passionate bunch with an interest in science fiction and fantasy. They’re collectors, painters, model builders, gamers, book lovers
and much more. And while no two customers engage with Warhammer in exactly the same way, they’re all deeply invested in the r ich
characters and settings of our IP.
To reach them, we have two key tools: our retail chain and our digital content. In retail, we showcase the Warhammer hobby and offer a
fantastic customer experience. Our digital offering has never been richer. Through warhammer-community.com and social media we reach
hundreds of thousands of people every day, showing them the very best aspects of the Warhammer hobby and inviting them to join our
global community of enthusiastic fans.
Our retail channel is supported by our own online store (it has the full range of our products) and our independent stockist and trade
accounts across the world. These independent accounts do a great job supporting our customers in parts of the world where we either
have not yet opened one of our stores or where it is not commercially viable for us to have one. Our long-term goal is to have all three
channels (retail, trade and online) growing in harmony. We will always have more independent accounts than our own stores. Our strategy
is to grow our business through geographic spread, growing all of the three complementary channels.
The fifth element is being focused on cash. By delivering a good cash return every year we can continue to innovate, surprise and delight
our loyal existing customers and new customers with great products. To be around forever we also need to invest in both long-term capital
and short-term maintenance projects every year, pay our staff what they have earned for the value they contribute and deliver surplus
cash to our shareholders. Our dedication and focus should ensure we deliver on time and within our agreed cash limits.
We measure our long-term success by seeking a high return on investment. In the short term, we measure our success on our ability to
grow sales whilst maintaining our core operating profit margin at current levels. The way we go about implementing this strategy is to
recruit the best staff we can to fit the job, and the team. The team is more important than the individuals. We look for those with the
appropriate attitude and behaviour a given job requires and for those who are aligned with our beliefs and who are quality obsessed. It is
also important that everyone we employ has a real desire to learn the skills needed to do their job and has a great attitude towards
change. To support them, we offer all of our staff both personal development and skills training.
Our brands
We have originated and are in control of a number of strong, globally recognised brands with their own identities, associations and logos.
Our key consumer facing brand is ‘Warhammer’ - this unites all aspects of the Warhammer hobby - collecting, building, painting, playing,
reading, watching, gaming, etc. in the worlds of Warhammer.
We have two main universes/settings - our dark, gritty fantasy sci-fi universe, which encompasses ‘Warhammer 40,000’, ‘Warhammer: The
Horus Heresy’ and ‘Necromunda’, and our unique fantasy setting that includes ‘Warhammer Age of Sigmar’, ‘Blood Bowl’ (albeit a tongue
in cheek parody) and ‘Warhammer: The Old World’. We believe our IP to be among the best in the world.
We continue to add to the depth of these worlds with an ever evolving range of miniatures that we hope will keep hobbyists engaged and
excited for a lifetime.
3 Games Workshop Group PLC
STRATEGIC REPORT continued
Strategy and objectives continued
Our brands continued
The Warhammer settings are set against incredibly rich and evocative backdrops. They’re populated by more than three decades of
fantastical characters and comprise thousands of exciting narratives. We are committed to making it easier than ever for people to
discover, engage with and immerse themselves in our IP. Aided by a small senior team, we have already begun to find new partners, and
new ways to help us bring the worlds of Warhammer to life like never before. Together, we’ll continue to explore animation, l ive action,
video games and more. We’ll present the very best aspects of our rich IP, delighting audiences while always ensuring we do no harm to our
core miniatures business.
Business model and structure
We are a vertically integrated business. We design, manufacture, distribute and sell our fantasy miniatures and related products. These are
fantasy miniatures from our own sci-fi and fantasy universes. We are an international business centrally run from our HQ in Nottingham,
with 78% of our sales coming from outside the UK. We have our two main factories, a paint factory, two warehouse facilities, the
Warhammer Studio and back office support functions - all are based in or near Nottingham.
Design
We design all of our products at our HQ in Nottingham. Employing c.320 people, the Warhammer Studio creates all the IP and all the
associated miniatures, artwork, games and publications that we sell. Annually, these specialist staff produce hundreds of new sculpts,
illustrations, rules, stories etc. enabling us to deliver new products every week and continue to keep our customers engaged and excited. In
2023/24 we invested £18.0 million in the Warhammer Studio with a further £7.0 million spent on tooling, t he majority of which was for
new plastic miniatures. We are committed to investing in these areas at an appropriate level every year.
All of our plastic miniatures are branded as Citadel Miniatures, a mark with an unparalleled reputation for quality. It denotes both a style
and level of detail that we apply to both our own worlds (Warhammer 40,000, Warhammer Age of Sigmar etc.) and those of others, e.g.
Lord of the Rings. Our resin miniatures, designed for more experienced customers, are branded as Forge World and are less widely
available than their plastic counterparts.
Many customers love personalising their miniatures and our Citadel Colour paint range, brushes and accompanying painting system are
designed to help everyone from the complete beginner to the most experienced painters in the world achieve great results. In the pursuit
of ever better, we continually develop new types of paint and ways of using them. The result - our paints are used the world over. And for
painting more than just our miniatures.
When not interacting with our miniatures, many customers enjoy reading stories set in our rich and immersive worlds. Under our Black
Library imprint we publish new titles every year, from short stories and audio dramas through to full length novels and audio books. These
we make available in physical bookstores, on third party digital platforms and through our own retail and other specialist stores.
Manufacture
We are proud to manufacture our product in Nottingham which is the centre of expertise for our global business. It’s where we started and
where we intend to stay.
Logistics
Our product is distributed from our warehouse (EMG) approximately 25 minutes away from our HQ in Nottingham. EMG supplies our two
hubs; one in Memphis, Tennessee and one in Sydney, Australia. Between these three warehouses, we are able to directly supply our
independent retailers, our own retail stores and fulfil our online orders.
Sell
Our core revenue is generated via three channels, our own stores ‘Retail’, third party independent retailers ‘Trade’ and our online store
‘Online’. We also sell via our licensing partners. We support these channels and activities via our digital and marketing team.
Retail - our stores provide the focus for the Warhammer hobby in their geographical areas. Our stores only stock Games Workshop
products. They are where we recruit the majority of our new customers. To do so, the stores don’t offer the full range of our product, only
starter sets, new release products and the appropriate extended range. At the period end, we had 548 of our own retail stores in 23
countries. We have 412 single staff stores: small sites, each one operated by only one store manager. We also have 136 multi-staff stores,
which, like our single staff stores, are constantly reviewed to ensure they remain profitable. If not, they will probably be converted to single
staff stores.
Trade - we sell to third party retailers under closely controlled terms and conditions. Independent retailers are an integral part of our
business model helping us to sell our products around the world and importantly in areas where we don’t have our own s tores. Games
Workshop strives to support those outlets which help to build the Warhammer hobby community in their local areas. The bulk of our sales
to independent retailers are made via our telesales teams based in Memphis, Nottingham and Barcelona. We also have small telesales
teams in Sydney, Tokyo, Shanghai, Singapore, Hong Kong and Kuala Lumpur. In 2023/24 we had 7,200 independent retailers (2022/23:
6,500) in 71 countries. We strive to deliver excellent service, operating in 20 languages covering all time zones. Independent retailers sell
from their physical stores as well as their own online web stores.
4 Games Workshop Group PLC
Business model and structure continued
Sell continued
Online - sales via our own web stores. All of our retail stores also have a web store terminal that allows our customers to access the full
range from within the store. Our web stores are run centrally from our HQ in Nottingham.
Licensing - we grant licences to a number of carefully chosen partners. This allows us to exploit our IP to broaden the presence and brand
exposure of Warhammer around the world, often entering new markets such as media and entertainment. It also allows us to generate
additional income. Currently, the majority of this income is generated by video games sales in North America, the UK and Continental
Europe.
Marketing - keep us customer focused. This team acts as the bridge between our other business areas, ensuring we have a joined up
approach between product (design to manufacture) and sales. Marketing spend a lot of time listening and developing a two way dialogue
with our customers to make sure we keep their needs at the forefront, championing the Warhammer hobby around the globe and injecting
our content and communications with a real sense of passion and fun.
Structure
We control the business centrally from our HQ in Nottingham; it is where the majority of people with experience and knowledge of running
our business work. I have put in place a flat structure: the people with senior responsibility, that make all of the big decisions, report
directly to me.
I have two main teams: an operational board team and a senior management team. The operational board members are: the chief financial
officer, a global IP and product design director, a global business to business (B2B) sales and marketing director, a global manufacturing
and supply chain director, and a creative media director. I represent our own sales channels, Retail and Online, at the regular reviews.
Our global IP and product design director is responsible for our Warhammer design studios (miniatures, books and box games, specialist
systems, hobby product, our publishing business - Black Library, and creative approvals for third party licences). They ensure any content
that is produced, whether physical or virtual, truly represents our IP. They also support me in exploiting our IP, alongside our creative
media director.
The responsibility for our trade sales is with our global B2B sales and marketing director who also manages the marketing team for all sales
channels.
Reporting directly to me, our retail chain is split between two retail territory managers, one for North America and Asia and one for the
rest of the world. Our online store (our biggest store) is the responsibility of our rest of the world retail manager, who also manages our
biggest physical store, Warhammer World.
The global manufacturing and supply chain director manages the three factories in Nottingham and our main warehouse facilities in
Nottingham, Memphis and Sydney as well as the service levels at our third party run warehouses in Tokyo and Shanghai. He is also
responsible for our stock forecasting and our merchandising team, supporting all sales channels.
Our operations and support structure includes the chief financial officer for Games Workshop who is responsible for accounts, HR, legal
and compliance, and IT. They also support me in exploiting our IP by managing the licensing team.
The senior management team comprises the members of the operational board together with our global head of IT, two retail territory
heads, our Group company secretary/general counsel, two HR managers (covering support and advisory as well as recruitment and
development). In addition, my executive assistant helps me by running a team who supports the day to day running of the teams above.
Key performance indicators
The boards and management team use a number of key performance indicators to provide a consistent method of analysing performance,
in addition to allowing the boards to benchmark performance against our forecast. The key performance indicators utilised by the boards
can be split into key financial performance indicators and key non-financial performance indicators.
Our key financial performance indicators are:
Monthly and year to date core business sales growth by channel
This measures the core business sales growth achieved in each of our core channels on a monthly and year to date basis: see page 10.
Monthly and year to date core gross margin
This measures the core gross margin achieved on core sales after taking account of the direct costs, depreciation of manufacturing
equipment and the costs of shipping our product to customers/stores on a monthly and year to date basis: see page 12.
Year to date core operating profit percentage
The ratio of core operating profit against core revenue, as a percentage: see page 13. This is considered to be a measure which reflects
sales and costs under our direct control.
5 Games Workshop Group PLC
STRATEGIC REPORT continued
Key performance indicators continued
Monthly and year to date core operating profit
This measures gross profit less operating expenses for the core business on a monthly and year to date basis: see page 13. This is
considered to be a measure which reflects sales and costs under our direct control.
Year to date licensing revenue
This measures licensing revenue and cash earned from licensing: see page 11. These measures reflect revenue which is not under our
control.
Our key non-financial performance indicators are:
Number of own stores by territory
This measures the number of our own stores which is an indicator of our global reach: see page 11.
Number of ordering stockist accounts by territory
This measures the number of trade outlets that have ordered from us in the last six months. It is an indicator of our global reach and the
health of our trade account base: see page 11.
Customer engagement
We measure this through our own content channel warhammer-community.com and reach, delivered through our social platforms: see
page 9.
Shareholder value
We believe shareholder value is created, primarily, by not destroying it. We have no intention to acquire other companies, nor to dispose
of any of those we own.
We return our surplus cash to our owners and try to do so in ever increasing amounts. A cash buffer of three months’ worth of working
capital requirement (now £80 million) alongside three months’ worth of tax payments and any large planned capital purchases o r Group
Profit Share payments/bonuses over £1 million, have been set aside before deciding how much cash is truly surplus for the purpose of
declaring dividends.
Graph of shareholder value
Shareholder value for this graph is calculated as the price of our shares at period end plus the dividend per share declared in the period.
140
Share price Dividend
120
100
80
60
40
20
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Review of the period
Games Workshop and the Warhammer hobby are in great shape.
I am delighted to report the best results in Games Workshop's history, so far. We have delivered sales, profits and dividend payments to
shareholders at record levels.
We once again have designed, made and sold in record quantities, the best fantasy miniatures in the world - our Warhammer Studio has
again been inspiring, thank you all.
6 Games Workshop Group PLC
£ per share
Review of the period continued
Performance
These record results were delivered by an incredible international team performance. A team that cares passionately about the
Warhammer hobby and our loyal fans. We delivered 12 out of 12 months of profitable sales growth at constant currency. This consistent
performance is a direct result of the team being absolutely focused on the delivery of a great customer offer. At the same ti me, they’ve
shown a great ability to work together to deliver our detailed commercial plan. Both are essential to our ongoing success and neither is
easy to deliver week after week.
Our business is run to a weekly rhythm e.g. range management - too much stock or too little stock, for our vertically integrated business is
a trade off of either too much cash tied up in stock versus not making enough stock to support weekly new releases or existing range items,
sometimes leaving a few customers annoyed. We have flexed up our safety stock levels in the last year and we are still working to get this
balance right. We have purposefully, for our customers, increased stock levels year on year and the result is gross stock is higher. So, in the
year ahead we will need to continue to be ambitious on our new release product performance and at the same time pragmatic whe n
forecasting customer demand on our existing ranges. This will ensure we deliver great customer service, support our sales channels and at
the same time keep to our commercial short-term performance goals.
The most likely thing we are aware of at this stage in the trading period that could stall our growth plans is our old IT system. It keeps
randomly annoying us and causing temporary issues for us and our customers - particularly in order processing. We have skilled staff who
know, more now than we have ever done, what the problems are to solve. We have an outline plan to replace our legacy systems and have
agreed and implemented an increase in investment. It’s clearly being managed better, and it’s not getting in the way, too much, of us
delivering record volumes.
We aim for many more years of profitable growth and for all our customers to continue to enjoy their hobby. So every year as we plan for
the next few, we continue to set the sales volume bar higher; as I wrote in 2021, it is still worth noting that historically the launch year of a
new Warhammer 40,000 edition is normally the financial high point, until the next edition of Warhammer 40,000. I’m stating th e facts:
Warhammer 40,000 is still our best selling range of products. We have an ambitious plan for the next period, time will tell whether it was
good enough.
Cash
Since May 2023, we have increased our cash buffer from £50 million to £80 million, in line with the new three monthly cash cost of running
Games Workshop. Our job is to run the business under all scenarios - some not so positive ones are highlighted in our annual report under
going concern scenarios - our cash buffer levels pass all these scenarios.
Climate change - supporting global temperature reduction
We have made good progress on this strategic priority. As promised, we are focussing on our scope 1 and 2 CO
2
e emissions and we are
ahead of the milestones presented in the 2023 annual report. More on that later.
Culture
I am really proud that I see a great culture at Games Workshop. A culture built on us all appreciating the efforts of everyone in the team, all
working hard to do the right thing for Games Workshop. A culture which allows a few of us to make big judgements with no fear; we are
allowed to make mistakes, tomorrow is another day. We are ambitious and so occasionally we do make mistakes. We also understand that
continuing to improve all the little things is essential for our ongoing success: there are no silver bullets - these results are built on our hard
work and focus on what's in our control. As time goes by and a few long-standing team members leave, we will continue to help all our
staff understand the key elements of our culture that have shaped the successful company we are. For example, ensuring we continue to
recruit well (behavioural fit is more important than skills - which we can ultimately train) and our personal development, most importantly
self-awareness, and the impact on the morale of those around you at Games Workshop, really does matter. We are here for the Company
and for each other.
At Games Workshop we have a senior team that has an average tenure of over 20 years. So, pragmatically as some leave, we look for a few
remarkable people to be our future leaders. I still believe, for a niche vertically integrated company like us, it is in the best interests of
Games Workshop, Warhammer fans and our broader stakeholders to recruit senior jobs from within. The challenge for most companies,
and it is the same for Games Workshop, is that only a few people have the personal qualities to be consistently successful in the most
senior jobs or the willingness to accept the responsibility that comes with these jobs…and at the same time remain ego free. Rachel Tongue
and John Blanche, two of our great leaders, are moving on. We thank them both for their many years of considerable efforts and support -
we wish them both all the best for the future.
Our staff and their team efforts are critical to our ongoing success so we are all proud that our staff retention rate continues to remain
high. We thank all of our staff for their ongoing support and their focus on delivering their department strategies. This year, in line with our
remuneration policy, to reward their huge efforts we increased the Group Profit Share payments to a record level.
7 Games Workshop Group PLC
STRATEGIC REPORT continued
Review of the period - core business
Design
In June we launched the 10th edition of Warhammer 40,000 - now 37 years old and going strong. The response to the new miniatures and
rules has been fantastic, driving growth through the whole of the Warhammer 40,000 range.
Our Horus Heresy offer explores the civil war that is the founding story of the Warhammer 40,000 setting. Our drive to turn this
predominantly resin range into plastic continues at pace. In December we launched Horus Heresy Legions Imperialis to complement the
Horus Heresy range - the same setting but with a different scale of miniature allowing customers to recreate huge battles on the tabletop.
Warhammer Age of Sigmar received several faction launches over the year, the most significant being Cities of Sigmar. Accompanying them
was an unfolding storyline, culminating in the summer of 2024 with the return of a much loved protagonist…
In January we expanded our fantasy offer with the return of Warhammer: The Old World (first launched in the 1980s). Sales suggest that it
is appealing to both new and veteran hobbyists alike. As with everything we do, we have grand plans for the years ahea d.
Finally, our monthly printed magazine, White Dwarf, hit its 500th issue in May 2024 - quite a milestone in an ever increasingly digital age.
Manufacturing
Our manufacturing focus has remained, as always, on producing the best fantasy miniatures in the world.
All three Nottingham factories have operated in line with our forecast and expectations throughout the year. Factory output has been at
record levels, producing in excess of 40 million plastic sprues during the year. Projects to improve efficiency, (we re-laid out our factories
amongst other initiatives) allowed this to happen without adding additional machinery or buildings. We have also undertaken work to
improve our factory environments for staff with air conditioning and lighting systems being upgraded. To give us extra capacity, we are
now in the planning approval stage of an additional factory, called Factory 4, on our existing Nottingham site. The land was purchased in
2020 at a cost of c.£2.7 million and we estimate the fully operational build cost to be c.£9 million.
Total production costs have increased by £3.9 million to £25.8 million, this includes increased staff costs of £2.7 million; as a percentage of
core sales, production costs have increased from 4.9% to 5.2%.
Warehousing
Our warehousing, logistics and distribution focus has been improving the service offered to our customers, which in the recent past has
been below what we’d expect.
North America
We are still having some issues with our old IT systems at our Memphis facility. They will be addressed fully as we implement our systems
improvement programme. These issues are random which can be frustrating for us and some customers, as it temporarily drops our
service levels to below expectations. We have invested in an additional 25 robots and associated equipment during the period to further
increase our picking capacity. More can be added in future, as and when required. I highlighted earlier some tremendous efforts by the
team to not only deliver the highest dispatch volumes ever, but they also planned and implemented, without any real drama, the transition
from the old warehouse set up to the new one in April 2024.
UK
All UK and European finished goods fulfilment has now transitioned to the EMG site. During this transition, the service we provided to
customers from September to January, particularly to our direct web customers, was late. However, with everything now in place the site
delivered the expected improvements with Online orders now routinely dispatched in under 48 hours (excluding pre orders and made to
order). Here too, an additional 25 robots and associated equipment were introduced to scale picking capacity. There is plenty of room for
more, as and when they are required. The legacy Eurohub warehouse was successfully refurbished and converted to become our dedicate d
materials and component warehouse (now known as the Lenton Components Operation or LCO). Its location, close to the factories, has
enabled a more just in time service, and the consistency of delivery has greatly aided the factories’ record productivity. Consistency and
reliability of cross border shipping remains a key focus for orders transiting into Europe. A finished goods warehouse solution in Europe is
still under review. It is likely to be an outsourced solution like we have implemented in Asia.
Australia
After over 25 years, we concluded the time had come for us to upgrade to a new, larger, modern warehouse to better meet the needs of
our sales channels in Australia and New Zealand. At the time of writing the construction of our new warehouse, situated in Leppington,
Sydney (close to our original Ingleburn warehouse) is nearing completion. Our warehouse team (and the wider Australian sales and support
teams) will move into this new site during 2024/25.
Total warehousing costs have increased by £3.1 million to £29.0 million, this includes increased staff costs of £2.6 million; as a percentage
of core sales, warehouse costs have increased from 5.8% to 5.9%.
8 Games Workshop Group PLC
Service centres
During the year our teams helped deliver the change programmes described above. In addition, they have been busy: benchmarking
salaries on all jobs, supporting our investment in ESG topics, helping us open up in new countries (the admin burden is often considerable),
navigating us through the significant tax reporting and returns we do in 38 countries, working alongside our trade accounts to manage to
the £12 million credit we have across 7,200 accounts and paying the 3,500 suppliers. Not forgetting paying our c.3,500 staff on time across
23 countries. We thank them all for their considerable efforts and for their commitment to continuous improvement. There will be some
small structure changes in the next year as Rachel (CFO) leaves and passes the cheque book and keys to Liz (Group FD).
IT
Following a thorough review of our services we have increased our cash allocation investment in IT from c.3% of core revenue up to c.5%.
It’s worth noting that most of this spend is written off in the period it is incurred in line with accounting standard s. The review process was
fairly challenging for our new team- it is clear to them that we run IT like everything else, aligned with core business operational KPIs. The
work to remove our legacy systems will take three to five years so we will just let them crack on. We will judge the team on delivery of the
key milestones. The next key one is the go live of the new core systems in Australia, which is by September 2025.
Customer focused
Our goal remains to reach out and find new fans, and engage and inspire existing Warhammer enthusiasts, wherever in the world they may
be. We continue to focus our efforts on six of our own key areas:
Our stores
For decades, the staff in our retail stores have worked cheerfully and relentlessly to offer great customer service and more importantly
recruit ever more new customers into the Warhammer hobby. Our stores continue to be the best place to start your hobby journey with
us. We continue to offer free introductory experiences: receive your first model, learn how to build and paint it, and play an exciting game
with store staff. Our store formats are varied and applicable to the local area; from small stores run by a manager to our large café format
stores found in the US and Japan. The Warhammer Alliance schools programme has c.7,700 active school and library clubs signed up
worldwide, supporting young people in improving their engineering, arts, and maths skills.
Warhammer community and social media
Warhammer-community.com remains the cornerstone of our online presence. The best place to come for all the latest news from our
Warhammer universes. During the year, the team again put out thousands of pieces of content to engage, inform and inspire Warhammer
fans globally, including news of the new edition of Warhammer 40,000, supported by our latest animated trailer. The most recent exciting
news is an increase in our coverage of our IP and product content to cover more languages; including local language coverage in some of
our fastest growing markets like Germany and Japan.
My Warhammer
This single login gives access to our webstore and related apps. As at the period end, we have 565,000 active users (2022/23: 427,000). We
define active users as someone who has engaged with us online in the last six months.
Warhammer+
Our subscription service for Warhammer fans is approaching its third year. Packed with original animated shows, tutorials and much more,
it continues to extend the ways in which everyone can explore the worlds of Warhammer.
The exciting content delivered through Warhammer+ will remain an integral part of our digital offer and how we share our IP. Subscriber
numbers are currently 176,000 (2022/23: 136,000).
Email
Our email campaigns continue to be one of our most effective methods of communication. Subscriber numbers, defined as people who
opened one of our emails in the last six months, at the period end were 598,000 (2022/23: 531,000).
External events and product placement
To broaden our reach to ever more potential enthusiasts, we continue to attend many of the largest tabletop third party events in the
world including in the US, Germany and Japan.
The network of local clubs, schools and group events, plus the activities of our trading partners and our own Warhammer stores, have
helped local Warhammer communities grow offline…in the real world.
9 Games Workshop Group PLC
STRATEGIC REPORT continued
Review of the period - licensing business
Warhammer IP is rich, vast and endless so as we do more projects, it’s important that we are focused on exploiting it all and that we can
always defend the ownership of our IP. We always work with partners that understand that their IP representation continues to be
respectfully aligned to ours. We do understand that we are not funding these products nor do we own them, so this is a relationship built
on trust. During the period, we transferred the approval process for managing our IP with licensing partners to the management team at
the heart of Games Workshop, our Warhammer Studio. This will ensure our views on what our IP representation is, comes from ou r
experts.
Our strategy is to exploit the value of our IP beyond our core tabletop business, in multiple categories and markets globally. We intend to
ensure Warhammer’s place as one of the top fantasy IPs globally. The main areas of focus are:
Entertainment
As we announced in December 2023, we have entered into an agreement with Amazon Content Services LLC (‘Amazon’), a subsidiary of
Amazon.com, Inc., for the prospective development by Amazon of Games Workshop's Warhammer 40,000 universe into films and
television series, together with associated merchandising rights.
Under the terms of the agreement, Games Workshop has granted exclusive rights to Amazon in relation to films and television series set
within the Warhammer 40,000 universe, together with an option for Amazon to license equivalent rights in the Warhammer Fantasy
universe following the release of the initial Warhammer 40,000 production.
Games Workshop and Amazon are working together for a period of 12 months, ending in December 2024, to agree creative guidelines for
the films and television series to be developed by Amazon. The agreement will only proceed if the creative guidelines are mutually agreed
between Games Workshop and Amazon. We will update you accordingly.
Video games
During the period our licensing partners launched three new games; two PC/console and one mobile. We also saw revenue from
established games that continue to perform well, many years after launch, through a mixture of added content and continued marketing.
Particular launches of note were Rogue Trader and Warpforge.
The general backdrop still remains challenging for this market in the short term. Our team, under a new boss, continues to promote the
depth of our IP and its unique lore and settings to potential licensing partners. Two new games were announced in the period, a sequel to a
successful PC and console tactical game, Mechanicus 2, and a digital version of Talisman 5th edition.
We are delighted that new games launching in 2024/25 include the highly anticipated video game - Space Marine 2.
As a reminder, the viability and ongoing success of any of our licensing deals is broadly out of our control; they are reliant on the successful
development and delivery by our licensing partners. Our cash receipts performance is linked to games launched. This can be different to
reported income which includes an element of guarantee income on multi year contracts not yet paid, more on that below.
Revenue
Reported core revenue grew by 11.1% to £494.7 million for the period. On a constant currency basis, core sales were up by 13.9% to
£507.4 million; split by channel this comprised:
10 Games Workshop Group PLC
Revenue continued
Licensing revenue from royalty income was up in the period at £31.0 million (2022/23: £25.4 million). This was partly due to a high level of
guarantee income on multi-year contracts signed in the second half of the year; this income was recognised in full at the inception of the
contract in line with IFRS 15 ‘Revenue from contracts with customers’ following assessment of the performance obligations of the contract.
As at the period end we had receivable balances of £9.6 million falling due in the year ahead. The total licensing receivables balance at the
period end was £28.3 million.
Reported income is split as follows: 70% PC and console games, 15% mobile and 15% other. In the period, guarantee income was £17.6
million (2022/23: £8.1 million). Cash received from licensees in the period was £25.0 million (2022/23: £26.5 million).
Revenue by sales channel
53 weeks ended
52 weeks ended
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
2 June 2024
28 May 2023
2024
2023
Constant currency
Constant currency
Actual rates
Actual rates
% of core
% of core
£m
£m
£m
£m
revenue
revenue
Trade
296.3
248.0
288.4
248.0
58%
56%
Retail
118.9
106.4
115.6
106.4
24%
24%
Online
92.2
91.0
90.7
91.0
18%
20%
Core revenue
507.4
445.4
494.7
445.4
Licensing revenue
32.8
25.4
31.0
25.4
Revenue
540.2
470.8
525.7
470.8
Trade
Trade achieved significant growth of 16.3% with growth in all key countries. In the period, our net number of trade outlets increased by
c.700 accounts to 7,200 which helped drive forward sales in this channel. It’s worth noting that a large number of independent retailers
now also sell our products online, meaning our customers have more choice than ever about where to buy Warhammer. A highlight in the
period reported is the performance of our multilingual team based in Barcelona; nearly all of our trade team that supports our trade
accounts across Continental Europe sit in an office in Spain. This has resolved our staff recruitment challenges.
Retail
We believe our stores are the best place to start your Warhammer hobby journey. Our stores are filled with staff who have extensive
Warhammer knowledge, build local communities, and offer Warhammer hobby guidance and support. It is an essential and unique
customer service offer that we are proud of. In the period, Retail achieved growth of 8.6%.
Store openings and closures during the period:
Number of stores
Number of stores
Number of single staff
Number of single staff
at 28 May 2023
Opened
Closed
at 2 June 2024
stores at 2 June 2024
stores at 28 May 2023
UK
135
3
4
134
83
90
North America
172
14
1
185
158
145
Continental Europe
154
10
2
162
120
113
Australia
49
1
1
49
36
37
Asia
16
2
-
18
15
14
526
30
8
548
412
399
In the period, we opened, including relocations, 30 stores. After closing 8 stores, our total number of stores at the end of the period was
548. The performance of each store will be kept under review and any stores that do not meet our financial model will be closed.
Our new country structures in North America (now run through four regional managers instead of centrally from a boss at retail HQ in
Dallas) and the UK (staff development opportunity with some additional regional managers) are in their early stages but performing well.
Retail sales in North America are up 10.0% to £45.1 million and in the UK up 6.9% to £34.3 million. We may, if needed, slow down new
store openings to give them additional time to focus on the performance of our existing stores. The team has highlighted significant
opportunities including reaching 200 stores in North America soon.
Our new Australia and New Zealand retail territory manager, appointed in 2023, with the support of our UK retail team, has gone back to
ensuring all of our staff across our 49 stores in this region are focused on delivering the essential customer facing services to our very high
standards; they are making some good progress. This, as expected, has impacted sales. Our sales performance in Retail in Australia and
New Zealand is down 10.6% to £8.4 million. It's going to be busy in Australia in the next few years as we upgrade their core financial
systems and relocate the whole team to a new warehouse and office HQ too. Any IT solutions rolled out here will be the globally chosen
solution. These projects will be a fair challenge; centrally run with the full support of the UK based team with an appropriately resourced
local implementation team. My fingers are crossed - we will deploy more resources, if needed, to ensure they’re not crossed for too long.
Sales in Retail in Continental Europe are up 15.6% to £24.4 million with all countries in growth.
Asia, China and Japan were in like for like growth with Retail sales in Asia up 21.4% to £3.4 million.
11 Games Workshop Group PLC
STRATEGIC REPORT continued
Retail continued
Our new store openings will continue to follow our single staff model, where appropriate. Managing rents and shopfits has been more
challenging during the period with the average rent increase at c.4% at constant currency and average capex at £40,000. All but a few of
our stores remain profitable at these new levels. Our larger stores continue to perform within their multi staff model too: our North
America retail team are looking forward to finding a new location for a café format store on the east coast to open when they're ready.
Ensuring we always recruit great store managers and offer our customers an exceptional in-store experience, remains a priority for us. We
have had no issues during the year recruiting store managers…it's a very rewarding job being one of our wonderful ambassadors.
Online
In October, we launched our new Warhammer.com store. Completed successfully, a few months earlier than planned, phase 1 was focused
on moving us to a new, more stable platform. Phase 2 is now progressing, and will add extra functionality to give customers a better
shopping experience.
Reported Online sales have decreased by 0.3% compared to the same period last year. Excluding digital sales, Online sales decreased by
5.2% or £3.8 million. This was due to fewer customers ordering directly to and from home with us. There was a significant increase of 46%
(£2.7 million) to £9 million of orders from home and picked up in a Warhammer store (reported in Online).
Our Warhammer.com webstore functions as more than just our B2C online shopping channel. It fully supports our retail stores and trade
partners, acting as a virtual stockroom portal, allowing us to offer the widest possible Warhammer range to every customer. We’re not
precious about where our customers shop - only that they can do it how they want, wherever they are.
We saw orders in our own stores and/or in trade accounts processed by the platform increasing in popularity. There has been a 20% (£3.0
million) increase to £18 million in the period in 'Direct through Trade' (reported in Trade). There was a 16% (£2.0 million) increase to £15
million in the period of sales of products ordered through our in store terminals (reported in Retail).
Core gross margin
Core gross margin percentage increased in the period from 66.5% to 69.4%.
%
Core gross margin at May 2023
66.5
Inventory provision
+0.7
Materials
-0.1
Production
+0.2
Carriage
+1.1
Warehousing and logistics
-0.2
Other
+0.2
Gross margin before animation
68.4
Animation
+1.0
Core gross margin at May 2024
69.4
Core gross margin increase of 2.9% has benefitted from a reduction in the charge to inventory provisions (+0.7%) due to sales performance
of new release products. There has also been a decrease in carriage costs (+1.1%) following the high costs experienced in the first half of
the prior period. These have been offset by an increase in logistics costs (-0.2%) as a result of our expanded warehouse facilities. Animation
relates to the costs of producing the content for Warhammer+, the amortisation of which is reported in cost of sales.
Operating expenses
Core operating expenses have increased by £20.7 million in the period (2023/24: 34.1% of core revenue; 2022/23: 33.2%).
£m
Core operating expenses at May 2023
148.0
Staff costs
+8.5
Group profit share
+6.7
New stores
+1.6
Other
+3.9
Core operating expenses at May 2024
168.7
The increase of £20.7 million was directly attributable to our investment in our staff: increasing the levels of pay to our staff and investing
in new roles, as well as paying all staff more Group Profit Share. Included in other costs are increases in professional fees (+£1.2 million)
and marketing spend (+£1.6 million).
Licensing operating expenses have increased by £0.6 million due to a provision against licensing receivables.
12 Games Workshop Group PLC
Operating profit
Core operating profit increased by £26.6 million to £174.8 million (2022/23: £148.2 million). As a percentage of core sales, core business
operating profit was 35.3% (2022/23: 33.3%). Core operating profit excluding Group Profit Share increased from 35.9% in 2022/23 to
39.1%. On a constant currency basis, core business operating profit increased by £37.4 million to £185.6 million.
Licensing operating profit increased by £5.0 million to £27.0 million (2022/23: £22.0 million). On a constant currency basis, licensing
operating profit increased by £6.8 million to £28.8 million. These numbers are income less costs; they do not include any costs related to
using the IP created in the core business.
Total operating profit increased by £31.6 million to £201.8 million.
Cash generation
£m
Cash and cash equivalents at May 2023
90.2
Cash generated from operations
+237.9
Share issue
+2.7
Interest received
+2.5
Lease payments
-12.9
Product development
-15.4
Purchase of capital assets
-17.2
Other
-0.2
Tax paid
-41.7
Dividends paid
-138.3
Cash and cash equivalents at May 2024
107.6
Included within cash generated from operations are increases in spend on inventory of £10.0 million and an increase in trade and other
receivables of £7.6 million, of which £6.8 million relates to an increase in licensing receivables due to the multi year contracts signed in the
year.
Dividends
We followed our principle of returning truly surplus cash to shareholders. Dividends of £138.3 million (2022/23: £136.5 million) were
declared during the period. Surplus cash in the prior period benefitted from the repayment of a French VAT receivable of £11.6 million. A
cash buffer of three months’ worth of working capital requirement (now £80 million) alongside three months’ worth of tax payments and
any large planned capital purchases or Group Profit Share payments/bonuses over £1 million, have been set aside before deciding how
much cash is truly surplus for the purpose of declaring dividends.
Return on capital employed - core business
200
185
176
180
160
133
140
120
118
120
100
94
%
100
72
80
60
40
40
27
20
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
A long-term measure of our performance has been return on capital employed (ROCE). During the year our core business return on capital
has increased from 133% to 176%. If ROCE was calculated using the period end values, it would be 173% (2022/23: 155%). Core average
capital employed decreased by £12.4 million to £99.3 million with average balances being calculated over the 12 month period. Core
operating profit increased by £26.6 million to £174.8 million (2022/23: £148.2 million).
13 Games Workshop Group PLC
STRATEGIC REPORT continued
Investments in assets
This is what we have been spending your money on:
2024
2023
£m
£m
Shop fits for new and existing stores
1.2
1.3
Production equipment and tooling
10.7
9.3
Computer equipment and software
2.1
2.1
Site
2.0
1.9
Total capital additions
16.0
14.6
In 2023/24, we invested £7.0 million on moulding tools and £1.1 million in tooling, milling and injection moulding machines. The
investment in computer equipment and software includes £0.3 million on the upgrade of our Australia warehousing system. The
investment in site includes £0.3 million on our US warehouse and several projects at our HQ in Nottingham.
Inventories
Inventories have increased by £9.2 million, to provide better product availability to our customers. Inventory before inventory provisions
increased by £11.3 million to £47.9 million (2023: £36.6 million). Provisions at the period end increased to 11.9% of gross stock (2023:
9.8%) due to the phasing of provisioning and obsolete stock disposals. We continue to offer a broad range of price points. Our average RRP
increase on miniatures in the period reported was 2% and an average of 2% across all other product lines.
Trade and other receivables
Trade and other receivables increased by £7.6 million. This includes a £6.8 million increase in licensing receivables due to the multi year
contracts signed in the year, a £0.5 million increase in trade account debtor balances, and an increase in property deposits for the new
Australia warehouse of £0.3m.
Trade and other payables
Trade and other payables increased by £9.5 million, including: a £3.5 million increase in advance payments made by trade and online
customers relating to made to order products and a change in the preorder window for new release products; a £3.1 million increase in
trade payables; a £1.8 million increase in PAYE and other staff costs payable; and an increase of £0.8 million in guaranteed royalty
payables. These were partially offset by a £0.9 million decrease in VAT liabilities.
Taxation
The effective tax rate for the period was 25.6% (2022/23: 21.0%) as the UK corporate tax rate increased from 19% to 25% on 1 April 2023.
This continues to be above the UK rate of 25% (2022/23: 20%) due to items not deductible for tax and the marginal impact of higher
overseas rates.
Treasury
The objective of our treasury operation is the cost effective management of financial risk. The treasury relationships are managed centrally
and operate within a range of board approved policies. No transactions of a speculative nature are permitted. Credit risk on cash and short
term deposits is mitigated as the counterparties are banks with high credit ratings assigned by international credit agencies.
Funding and liquidity risk
The Group pays for its operations entirely from its free cash flow.
Interest rate risk
Interest income for the period was £2.5 million (2022/23: £1.3 million) and interest expense was £1.3 million (2022/23: £0.9 million).
Foreign exchange risk
The sensitivity of the Group’s income statement to depreciation in foreign exchange rates on US dollar and euro financial assets and
liabilities are disclosed below. An appreciation of the stated currencies would have an equal and opposite effect:
Income statement losses
2024
£m
15% depreciation of the US dollar
4.2
15% depreciation of the euro
1.5
Our main currency exposures are in respect of the euro and US dollars. The rates used for these throughout the accounts are:
euro
US dollar
2024
2023
2024
2023
Period end rate used for the balance sheet
1.17
1.15
1.27
1.23
Average rate used for earnings
1.16
1.15
1.26
1.20
14 Games Workshop Group PLC
Non-financial and sustainability information statement
As highlighted in the business model section earlier in this annual report, we are a relatively complex business. With this in mind, we aim to
comply with the Non-Financial Reporting requirements contained in sections 414CA and 414CB of the Companies Act 2006. The table
below and the information it refers to is intended to help stakeholders understand our position on key non-financial matters and how we
are addressing our reporting requirements. This is an area of focus for us going forwards.
Where this is referenced in this
Reporting requirement
Key policies and standards which govern our approach and controls
annual report
Employees
Employee statement
Pages 27 to 29
Attendance and absence policies including career break, maternity,
paternity and shared parental leave
Disciplinary, grievance and appeals policy
Social media policy
Health and safety policy
Anti-corruption and bribery
Anti-bribery policy
Page 39
Anti-slavery policy
Page 29
Insider dealing policy
Whistleblowing policy
Page 39
Human rights
Safeguarding policy
Data protection policy
Dignity at work policy
Equal opportunities policy
Pages 28 and 29
Environmental matters
Environmental statement
Pages 22 to 27
Product safety policy
Page 30
Climate related financial disclosures
Pages 25 and 26
Business model
Pages 4 and 5
Non-financial KPIs
Page 6
Description of principal risks
Pages 16 to 18
Gender diversity, greenhouse gases, social, community and human rights, and employees
We report on these topics in the directors’ report on pages 22 to 30.
Section 172 statement
This section describes how the directors have had regard to the matters set out in section 172(1) of the Companies Act 2006 in exercising
their duty to promote the success of the Company for the benefit of its members as a whole.
The likely consequences of any decision in the long term
To be around forever, it is essential that the board makes decisions which are the best for Games Workshop in the long term. These
decisions are focused on long-term success, not short-term gains. The best example of this is the continued investment in our Warhammer
Studio and our rich IP. This together with further investment in our production facilities, warehousing space and technology, as well as
global IT infrastructure stands us in good stead for the future.
The interests of the Group’s employees
The board actively engages with employees to ensure that the opinions and ideas of staff are always considered, and that staff are kept up
to date and informed. This has been achieved by running a series of quarterly departmental briefings, led by senior managers which helps
facilitate open communication.
The need to foster the Group’s business relationships with suppliers, customers and others
Suppliers
The board is briefed on a monthly basis regarding major investments and ongoing relationships with key suppliers as required. The board
also has oversight of relationships with suppliers through regular updates and reports from the executive directors. Details of how we
engage with suppliers can be found in the directors’ report on page s 29 and 30.
Customers
The enjoyment of all things Warhammer by our customers is our priority. The board assesses and considers customer satisfaction and
engagement on a regular basis. Sales and performance information provide the board with good visibility of customer demand on a
monthly basis. Key performance indicators in respect of engagement with customers through our warhammer-community.com website,
digital communications, and initiatives like Warhammer Alliance are likewise reported to, and assessed by, the board regularly. Any other
significant trends, issues or opinions of our customers are reported up to and discussed by the board when appropriate. Details of how we
engage with customers can be found in the director’s report on page 30.
The impact of the Group’s operations on the community and the environment
The board recognises the importance of managing the social impact of the business and minimising any adverse impact of our operations
on the environment. Details of the progress made in respect of social responsibility and sustainability can be found in th e directors’ report
on pages 22 to 27.
15 Games Workshop Group PLC
STRATEGIC REPORT continued
Section 172 statement continued
The desirability of the Group to maintain a reputation for high standards of business conduct
The board expects the highest standards of business conduct. The board receives regular updates in respect of matters of regulatory
compliance, and the business has policies, procedures and processes in place in respect of modern slavery, bribery and corruption, ethical
sourcing and tax evasion. The board recognises the importance of good corporate governance. Details of the approach taken by Games
Workshop can be found in our corporate governance report on pages 32 to 36.
The need to act fairly as between members of the Company
The Company has one class of shares so all shareholders are treated equally. Details of how we engage with shareholders can be found in
our corporate governance report on page 35.
Principal risks and uncertainties
Risk governance and oversight
The board has overall responsibility for ensuring risk is appropriately managed across the Group, for ensuring effective internal controls are
in place, and for carrying out robust assessments of the principal risks to the business.
Our approach to risk management
We operate a top-down and bottom-up approach to identifying and managing risks.
Key strategic risks (principal risks) to the Group are regularly reviewed by the board. Individual members of the senior management team
are responsible for managing operational risks, the mitigating controls for their areas of the business, and escalating any emerging or
changes to key risks.
Operational risks and mitigating activities are identified, assessed and monitored at regular risk assessment meetings, attended by the
senior management team and coordinated by the internal audit function. The risk assessment considers both the inherent risk (before
mitigation) and residual risk (after mitigation), and is captured in the operational risk register. The output is reported to the audit and risk
committee twice yearly for awareness, review and challenge.
Independent assurance over the effectiveness of risk management and internal control is provided via a risk-based internal audit
programme delivered by internal audit and approved by the audit and risk committee.
Risk appetite
The board is responsible for establishing the risk appetite for the Group, taking account of our business strategy and principal risks. We
manage all controllable risks to a level within this risk appetite, and where risks are more uncertain, we base our decisions on our long-
term business strategy and objectives (see pages 3 and 4). Our long-term success is measured by achieving a high return on investment,
and our strong financial disciplines help ensure we are well placed to withstand the impact of risks.
Assessment of principal risks and uncertainties
The principal risks and uncertainties have been discussed and assessed by the board, including any risks that would impact th e Group’s
business model or future performance.
Following this review, the board agreed no fundamental changes were necessary to the principal risks and uncertainties this year. Our
principal risks are described below, with some more detail this year explaining the nature of the risks and how they are managed.
In summary, our principal risks are as follows:
Principal risks
Risk trend
IP protection
▲
Cyber security, data and systems
▲
Global distribution and supply disruption
◄►
Loss of key manufacturing and warehousing facilities
◄►
16 Games Workshop Group PLC
Principal risks and uncertainties continued
More detail on our principal risks and how we manage them can be found below:
Why the risk is important to us
What is the risk
How we manage the risk
IP protection
Risk trend: ▲
Development and exploitation of our
Failure to protect our IP may erode our
• An IP steering committee is in place with
IP is fundamental to our future
competitive advantage and/or undermine
oversight of IP compliance processes, and
growth.
our reputation, which will negatively impact
ensures on-going review of our IP
our financial performance.
protection resources and capabilities.
• Our specialist legal, IP and archiving teams
maintain historical records and samples in
respect of IP creation.
• Our specialist IP and licensing teams work
closely together to ensure IP consistency
and correctness.
• Timely and appropriate action is taken
against infringement of our IP.
Cyber security, data and systems
Risk trend: ▲
Our IT systems are critical to our ability
It is impossible to completely protect
• Significant investment in IT improvements
to operate, to manufacture and
ourselves from this inherent business risk. A
to protect our critical systems, increase
distribute our products to customers.
cyber attack could result in reputational
our resilience, and strengthen our ability
damage, regulatory fines, an inability to
to recover from incidents.
operate, IP leaks and will negatively impact
The threat of cyber attack is forever
• We carry out due diligence in respect of
our financial performance.
evolving, and as our business success
partners that hold personal data on our
and profile grows we could become a
behalf to ensure that they have
larger target.
appropriate security controls in place.
• An IT security steering committee governs
all our information security and data
privacy risks, along with our mitigation
plans.
• Information security and data protection
are overseen by subject matter experts
who advise and support all departments
across the business as required.
• Compulsory cyber risk and data
protection training for all employees.
Global distribution and supply disruption
Risk trend: ◄►
As a group with global reach, we are
Global supply chain disruption and instability
• Business continuity planning for short
dependent on key global distribution
may negatively impact our manufacturing
term disruption to ensure we can
suppliers and supply chains.
and distribution operations, and our ability
continue trading. This may not be possible
to meet demand and fulfil orders.
in all scenarios.
• On-going review of our international
If this happened it would negatively impact
supply chain activity to ensure we react
our financial performance.
quickly.
• Reduction of the risk of distribution
supplier failure by working with multiple
suppliers.
17 Games Workshop Group PLC
STRATEGIC REPORT continued
Principal risks and uncertainties continued
Why the risk is important to us
What is the risk
How we manage the risk
Loss of key manufacturing and warehousing facilities
Risk trend: ◄►
As a vertically integrated business, we
Failure to ensure continuous supply from our
• On-going collaboration with carefully
are dependent on our key
key manufacturing and warehousing facilities,
selected and vetted suppliers to ensure
manufacturing and warehousing sites
due to effects of climate change, physical
early identification and rectification of
in Nottingham and Memphis in order
damage, lack of capacity, and IT systems
potential issues or disruption.
to manufacture and deliver products
failure, could lead to the inability to supply
• Business continuity plans and business
to our customers and run our
customers.
interruption insurance are in place.
business.
• Manufacturing risk register and
compliance measures are in place to
reduce the likelihood of major events (e.g.
fire prevention) and limit their impact (e.g.
ensuring quick recovery from flooding).
• On-going review to ensure capacity is in
line with our business plans.
• On-going approved IT programme to
improve system recovery times. Our core
KPI is 8 hours.
• A clear understanding of climate related
risks, as documented in our TCFD
reporting.
Climate change and environment
We have considered the environmental and climate change risks posed to Games Workshop, and their potential impacts on our
business. We continue to comply with TCFD requirements, including undertaking climate change scenario analysis (see page 24) to ensure
a better understanding of the key risks and to drive appropriate action.
Our key risks in the short to medium-term relate to physical impacts, such as extreme weather affecting our supply chain, manufacture,
and distribution of our product (for example flooding interrupting operations), and on the transitional changes (for example, carbon and
fossil fuel taxation increasing the cost to our business). We have concluded that these short to medium-term risks are not currently
material to our business. However, we are committed to continue to monitor these risks closely.
We have therefore concluded that rather than being a separate business risk in its own right, climate and environment risk forms an
integral part of a number of our principal risks. The impacts and our responses to them are included in the principal risks summary above.
Management of these risks is overseen by the sustainability steering committee, with regular reporting to the board.
Priorities for 2024/25
We are making progress with our key priorities. Each of these is designed to ensure we deliver our exciting operational plan and continue
to engage and inspire our loyal customers and attract new ones. It may seem a little repetitive, it is, we are not planning any significant
changes to the implementation of our core strategy in the year ahead. We will remain commercially curious and inquisitive.
Like most years we set out the six key initiatives that will be prioritised in 2024/25. These are designed to give us the best chance of
delivering further sales growth whilst maintaining our core operating profit margin and continuing to surprise and delight our customers.
They are in addition to our investment in new product quality, increased levels of inventory in existing ranges and ensuring our factories
and warehouses deliver the appropriate services at the right cost to help us meet studio output and satisfy customer demand whilst
maintaining our gross margin.
Staff training and development
We care passionately about our international team. We have ambitious long-term plans, but we also run the business with only the
resources we need. We will continue to recruit essential new jobs or where we need to back-fill positions. Like last year, many of these
recruits will be in order to scale with activity levels - in our factories and warehouse facilities.
We will continue to support lifelong learning and training to develop the skills needed to enable all our staff to be successful. We are also
more active in developing orderly succession plans of both the board and senior management. We continue in our commitment to diversity
and inclusion at Games Workshop.
18 Games Workshop Group PLC
Priorities for 2024/25 continued
Growth
Our aim is to open new stores in North America and Continental Europe.
We again aim to grow in every major country in the world. We look forward to more hobbyists signing up to My Warhammer, an easy
gateway into the depths of content on our fantasy worlds.
We will continue to open more independent retailer accounts. Selling via physical outlets remains an important sales channel for us. Some
have their own online store, some not. We have seen sales grow in both. In the year ahead we expect the majority of our incremental
growth to be through sales to independents, the channel we call Trade.
We have deployed a project team led by a veteran export sales manager to open up more countries across East Asia (they really enjoyed
their recent trip to South Korea), and we are working with our local distributor in Mexico on an exciting growth plan for Latin America to be
delivered in the years ahead. In addition, we will be opening our first Warhammer stores in Switzerland this year as part of our aim to build
more communities worldwide.
We will continue to search for and engage with hobbyists everywhere.
As I highlighted earlier, delivering growth when the comparative year is the best Warhammer 40,000 launch year on record, is a fair
challenge. That’s the plan we are implementing for the period to May 2025. I’ll let you know if we have any major problems o n the way. My
advice is please don’t judge us on quarters. We do not manage the business to that rhythm: we monitor 12 month moving annual
trends…i.e. reviewing whether we are heading in the right direction or not. It’s very difficult to change our new rel ease schedule live in any
year, it is set in stone.
Customer focused
We will also continue to be customer focused - engaging better with our existing customers in our physical locations as well as online. We
will deploy our normal plan to reach whole new audiences with the Warhammer hobby, and the rich worlds it is set within. We have
agreed a new sales matrix approach to delivering an appropriate level of investment in new and existing countries. Once a country is
delivering above our threshold level of sales, we will offer: an official Warhammer retail store with one of our great ambassadors to
support any aspect of the Warhammer hobby, a local currency price list, the full core range translated into local language (with employed
translators managed from the UK, but having the option of working in country), a locale on Warhammer.com and marketing support
translated into the relevant language. We have been deploying this approach and it has shown to support the building of local communities
and making the Warhammer hobby more fun and engaging.
Social responsibility
We are committed to ethical sourcing and staff wellbeing, diversity and inclusion. We will be collecting and reporting internally the
ethnicity of our staff and we will track trends. Committed to diversity, we will continue to performance manage and recruit for the personal
qualities needed to do a particular job as well as the necessary skills. I will continue to do my best to ensure this is the case and that we are
fair and free from any bias and/or prejudice.
Sustainability - climate change
We will continue our work on reducing our carbon footprint in line with our plan documented on page 27 and explain how we are doing
against those goals.
Licensing business
The priority remains the same to deliver on our strategy by licensing our IP to partners who will launch successful video games, live action
or animation shows. In the short term the priority is to conclude our contractual negotiations with Amazon.
Outlook
After a record year, we will continue to focus on the things in our control. We have a very clear strategy, which remains unchanged, a
detailed operational plan for the year ahead and a great team to deliver it. I wish to thank our staff, customers, trade accounts and broader
stakeholders for their ongoing support. Exciting times.
Kevin Rountree
CEO
29 July 2024
19 Games Workshop Group PLC
DIRECTORS’ REPORT
The directors present their annual report together with the audited consolidated financial statements and independent auditor’s r eport for
the period ended 2 June 2024.
General information
Games Workshop Group PLC (the ‘Company’) and its subsidiaries (together the ‘Group’) designs and manufactures miniature figures and
games and distributes these through its own network of retail stores, independent retailers and online via the global web stores. The
Group has manufacturing activities in the UK and sells mainly in the UK, Continental Europe, North America, Australia, New Zealand and
Asia. The Group also grants licences to third parties for the development of video games, PC games, media and other products utilising the
Group’s intellectual property.
The Company is a public listed company, incorporated and domiciled in the United Kingdom. The address of its registered office is Willow
Road, Lenton, Nottingham, NG7 2WS, United Kingdom. The Company’s ordinary share capital is listed on the London Stock E xchange.
Dividends
Dividends of 420 pence per share were declared and paid during the period (2022/23: 415 pence per share declared and paid).
Directors
The present directors of the Company are listed on page 52. All of the directors were members of the board throughout the year and up to
the date of signing the financial statements.
In accordance with the 2018 UK Corporate Governance Code (‘the Code’), all directors are subject to annual re-election. In relation to the
non-executive directors, the chair has confirmed that, following formal performance evaluation, the performance of Kate Marsh, Randal
Casson and Mark Lam continues to be effective, and they continue to demonstrate commitment to their roles as non-executive directors,
including commitment of the necessary time to board and committee meetings and other duties. John Brewis is considered by the board to
be independent of the Group, as set out in the corporate governance report. The non-executive and executive directors have formally
evaluated the performance of John Brewis as non-executive chair and consider him to be effective in his role.
Directors’ interests
The interests of the directors in the shares of the Company, together with details of share options granted to the directors, are disclosed in
the remuneration report on page 50. None of the directors had a material interest in any contract of significance to which the Company, or
any of its subsidiaries, was a party during the year.
Directors’ indemnities
The Company has made qualifying third party indemnity provisions for the benefit of its directors, as permitted by section 234 of the
Companies Act 2006, which were in force during the year and up to 29 July 2024.
Information on executive directors
Kevin Rountree, CEO. Kevin joined Games Workshop in March 1998 as assistant group accountant. He then had various management roles
within Games Workshop, including head of sales for the Other Activities division (including Black Library, Licensing and Sabertooth Games).
Kevin was appointed CFO in October 2008. and chief executive on 1 January 2015. He is a qualified chartered management accountant and
prior to joining Games Workshop, Kevin was the management accountant at J Barbour & Sons Limited.
Rachel Tongue, CFO. Rachel joined Games Workshop in September 1996 as group tax manager. She then had various accounting and legal
and compliance roles within Games Workshop and was appointed company secretary in October 2008. She was appointed group finance
director in January 2015 and assumed the role of chief financial officer in November 2020. Rachel has notified the board that she does not
wish to stand for re-election as a director at the AGM in September 2024 and will be leaving the Group in January 2025. Rachel is a
qualified chartered accountant and chartered tax adviser having trained with Arthur Andersen.
Information on non-executive directors
John Brewis was appointed to the board on 20 June 2018 and became non-executive chair on 1 January 2023. John has over 30 years’
experience in high volume manufacturing businesses and had various roles within Reach Plc, formerly Trinity Mirror Plc, including
managing director of the manufacturing division.
Randal Casson was appointed to the board on 1 July 2022. Randal qualified as a chartered accountant with PwC. He worked there for 35
years, the last 22 years of which he was an audit partner. He retired from PwC on 30 June 2022.
Kate Marsh was appointed to the board on 24 July 2019. Kate has over 30 years’ experience in digital and media industries, having built and
managed significant businesses in senior roles with Sky, Sony Pictures Television, GroupM, the BBC and most recently with MGM Studios
(which was acquired by Amazon). Kate stepped down from heading up MGM's branded digital services outside the US, namely, the
expansion of streamer, MGM+ International towards the end of 2023 and was appointed non-Executive chair of AIM-listed Devolver Digital
Inc. in January 2024; formerly serving as senior independent director. Previously, Kate has served as a non-executive director of Elstree
Film Studios Limited and Mediahuis Ireland Limited (formerly INM plc), the home of the Irish Independent and Belfast Telegraph.
20 Games Workshop Group PLC
Information on non-executive directors continued
Mark Lam was appointed to the board on 11 April 2023 and became senior independent director on 18 May 2023. He is also currently a
non-executive director of Lowland Investment Company plc and chair of the Royal Free London NHS Foundation Trust. Mark has many
years of board experience in telecommunications and information technology. Mark was previously chief technology and information
officer of Openreach and a senior executive at BT Group.
Independent auditor
As at 29 July 2024, so far as each director is aware, there is no relevant audit information of which the auditor is unaware and each director
has taken all steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information
and to establish that the auditor is aware of that information.
Share capital, share rights and other information
As at 29 July 2024, the Company’s authorised share capital was £2,100,000 divided into 42,000,000 ordinary shares of 5p each nominal
value (‘ordinary shares’). On 26 July 2024 there were 32,951,909 (20 July 2023: 32,913,994) ordinary shares in issue. These ordinary shares
are listed on the London Stock Exchange. All ordinary shares rank equally with respect to voting rights and the right to receive dividends.
Shares acquired through the Company’s share schemes rank pari passu with the shares in issue and have no special rights. The holders of
ordinary shares are entitled to receive the Company’s annual report, to attend and speak at general meetings of the Company, to appoint
proxies and to exercise voting rights. There are no restrictions on transfer or limitations on the holding of any class of share and no
requirements for prior approval of any transfers. The directors may refuse to register a transfer of shares if there is a failure to comply with
certain requirements of the Company’s articles of association. None of the shares carry any special rights with regard to control of the
Company.
In accordance with the Company’s articles of association, each share (other than those held in treasury) entitles the holder to one vote at
general meetings of the Company on votes taken on a poll. On a show of hands at a meeting, every member present in person or by one or
more proxies and entitled to vote has one vote. Unless the directors decide otherwise, if a shareholder is given notice that he has failed to
provide information required in relation to any shares pursuant to a notice under section 793 of the Companies Act 2006, that member will
be unable to vote on those shares both in a general meeting and at a meeting of the shareholders of that class. If such shareholder holds
more than 0.25% of the issued shares of a class (excluding treasury shares) and is in default of a section 793 notice, the directors may also
state in the notice that: (i) the payment of any dividend shall be withheld; and (ii) that there can be no transfer of the shares held by such
shareholder.
Subject to the provision of law, the Company may by ordinary resolution declare a dividend to be paid to the members according to their
respective rights and interest, but no dividend may exceed the amount recommended by the directors. The directors may also declare and
pay interim dividends. Subject to shareholder approval, the directors may pay dividends by issuing shares credited as fully paid up in lieu of
cash dividends. If dividends remain unclaimed for 12 years they are forfeited and revert to the Company.
The rules about the appointment and replacement of directors are contained in the Company’s articles of association. The Company’s
articles of association state that a director may be appointed by an ordinary resolution of the shareholders or by the directors, either to fill
a vacancy or as an addition to the existing board but so that the total number of directors does not exceed the maximum number of
directors allowed pursuant to the Company’s articles of association. The Company’s articles of association do not currently specify a
maximum number of directors. The Company may by ordinary resolution remove a director from the board of directors.
The Company’s articles of association also state that the board of directors is responsible for the management of the busines s of the
Company and in doing so may exercise all the powers of the Company subject to the provision of relevant legislation and the Company’s
constitutional documentation. The powers of the directors set out in the Company’s articles of association include those in r elation to the
issue and buy-back of shares. As at 2 June 2024, the Company had an unexpired authority to repurchase shares up to a maximum of
3,291,399 shares. During the period no shares were purchased in the market for cancellation.
Changes to the articles of association must be approved by the shareholders in accordance with the legislation in force from time to time.
The Company does not have agreements with any director or employee that would provide compensation for loss of office or employment
resulting from a takeover, except that the provisions of the Company’s sharesave scheme may cause options to be exercised in a takeover.
Constructive use of the AGM
The chairs of the audit and risk, remuneration and nomination committees will be available to answer questions at the AGM. Separate
resolutions are proposed for substantially separate issues at the meeting.
Corporate governance
The Company’s statement on corporate governance is included in the corporate governance report on page 33 and forms part of this
report.
21 Games Workshop Group PLC
DIRECTORS’ REPORT continued
Environment and social
We continue to move forward with our social responsibility and sustainability (SRS) strategy ensuring that our business is ethically and
environmentally responsible, and resilient to the changing environment in which we operate.
To help improve the consistency and transparency of our SRS reporting, we focus our reporting on the environment and on people as set
out below.
Environment
Our ongoing aim is to promote high levels of environmental sustainability throughout all of our activities and play our part in tackling
climate change.
Climate change - global temperature reduction
Whilst our carbon footprint is relatively small, we recognise that we still have a responsibility to manage our exposure to the impacts of
climate change. We believe there are opportunities to reduce emissions by making our own operations more sustainable and by working
with our suppliers and trade accounts to help them do the same.
There are two mechanisms by which we manage our impacts on climate change:
- Managing our emissions: measuring our emissions that impact global temperature increase and setting targets to reduce them.
- Managing climate-related risk: assessing how the impacts of climate change may result in physical and transitional climate-
related risks that may affect our strategic and financial planning.
Managing our emissions
Below is a summary table of our scope 1, 2 and 3 emissions for 2023/24.
The emissions are measured in CO
2
e (carbon dioxide equivalent), which allows us to include the impact of any greenhouse gases in terms
of an equivalent amount of carbon dioxide.
2024
2023
TCO
2
e
TCO
2
e
TCO
2
e
TCO
2
e
Scope
Emissions source
UK emissions
Total emissions
UK emissions
Total emissions
Scope 1
Natural gas
209
447
278
580
Company cars
7
25
23
31
Other fuels
5
5
1
1
Refrigerants
7
7
3
4
Total scope 1
228
484
305
616
Scope 2
Electricity (location based)
2,144
4,617
1,824
3,992
Electricity (market based)
283
2,698
n/a
n/a
District heating (location and market based)
-
38
-
36
Total scope 2 (location based)
2,144
4,655
1824
4,028
Total scope 2 (market based)
283
2,736
n/a
n/a
1
Total scope 1 and 2 (market based)
511
3,220
2,129
4,644
Scope 3
Purchased goods and services
45,332
41,188
Capital goods
565
791
Upstream transport and distribution - air
5,828
3,020
Upstream transport and distribution - sea
1,445
1,338
Upstream transport and distribution - road
1,839
2,684
Upstream transport and distribution - warehousing
261
96
Upstream transport and distribution - other
2,750
2,586
Waste generated in operations
254
231
Business travel - flights
499
665
Business travel - other
449
93
Total scope 3
59,222
52,692
1
Total scope 1, 2 (market based) and 3
62,442
57,336
Total energy usage (thousands kWh)
11,463
20,500
10,976
19,151
1
The prior year data was only available for location based measures.
Below are measures for the intensity of the carbon emissions (measured in CO
2
e) we emit, one per £000 of revenue generated, and a
second per full time equivalent employee (FTE).
2024
2023
Carbon intensity (tCO
2
e /£000) scope 1, 2, 3
0.1
0.1
Carbon intensity (tCO
2
e /FTE) scope 1, 2, 3
22.3
21.7
22 Games Workshop Group PLC
Environment continued
Managing our emissions - continued
Games Workshop has used a carbon management platform to independently calculate its Greenhouse Gas (GHG) emissions in accordance
with the principles of the Greenhouse Gas Protocol. The GHG emissions have been assessed following the ISO 14064:2018 standard and
have used the 2023 emission conversion factors published by the Environmental Protection Agency (EPA), the Department for Energy
Security and Net Zero (DESNZ), International Energy Agency (IEA) and other public resources.
The reporting year shown is from 1 June 2023 to 31 May 2024, and considers all assets under the Company’s operational control. The
scope 3 boundary has been developed in accordance with the Greenhouse Gas Protocol Scope 3 Guidelines. Actual activity data has been
collected from across the Group on a monthly basis where available, and annually if not. This data has been summarised, reviewed, and
assessed by a third party. The activity data is multiplied by an appropriate emission factor to calculate the scope 1 and 2 emissions. For
scope 3, appropriate methodologies have been used. The nature of these calculations and the data they are based on mean that there is an
element of estimation in the emissions quoted and so the numbers should be viewed as giving more of a direction of travel rather than an
absolute accurate number.
This year our total GHG emissions for scope 1, scope 2 and scope 3 increased by 9% on last year. This increase is primarily driven by an
increase in emissions associated with our purchased goods and services as well as an increase in air freight, in line with our growth as a
business. In 2023/24, as global freight became disrupted, our use of air freight temporarily increased. This switch had an immediate impact
upon our scope 3 carbon emissions. We expect to reverse this temporary shift in the coming year. Our revenue based emissions intensity is
Targets
Last year, we set a scope 1 and 2 emissions reduction target which aligns with the level of decarbonisation required to limit temperature
rises to 1.5
past 12 months we’ve made significant progress in achieving this target (shown in the chart below).
These reductions have been primarily achieved by switching a large portion of our electricity supply to certified renewables - specifically
our UK and US manufacturing and warehousing operations, and our UK retail stores. We also expanded our UK on site generating capacity
through the addition of a new solar array.
We are constantly evaluating areas of impact and we set targets for those areas which are relevant to the business.
tCO
e
2
the same as the prior year at 0.1 tCO
2
e/£000 of revenue whereas the employee based intensity measure increased by 2.8%.
o
C. Our scope 1 and 2 target is to reduce our CO
2
e emissions by 55% by 2032, using 2021/22 emissions as a baseline. Over the
Scope 1 and 2 carbon emissions
5,000
4,000
3,000
2,000
1,000
0
21/22 22/23 23/24 24/25 25/26 26/27 27/28 28/29 29/30 30/31 31/32
Plan Actual
Managing climate-related risk
For several years we have maintained a climate related risk register as part of our overarching SRS strategy and to ensure compliance with
the requirements for climate-related financial disclosures. This risk register uses climate scenario analysis (CSA) to look at a series of
plausible future climate scenarios (caused by the impacts of, and responses to, climate change) and use these to assess the potential
impacts on our business. We updated this analysis for 2024 to ensure it remains consistent with the latest available data.
CSA - methodology
Our approach followed a standard CSA approach and is outlined below:
• Risk screening and risk register review: For this refresh of our CSA, we first engaged key stakeholders from across the different
functions of our business. We carried out a series of workshops with these stakeholders to identify all potential climate related
risks and review and update our existing risk register.
• Scenario selection: We reviewed the latest scenarios provided by the Network for Greening the Financial System (NGFS). For ou r
CSA, we selected the three scenarios that best allow us to review and understand the possible timescales, likelihoods, and
impacts of the identified risks. Details can be seen in the climate scenarios below.
• Impact review: With our risk register updated with our latest analysis of the relevant risks, we then used a risk scoring matrix to
quantify the potential impacts of each identified risk. We ensured that we took into account the different ways in which the se
risks might occur in the different scenarios and scored the risks both qualitatively and quantitatively wherever possible.
23 Games Workshop Group PLC
DIRECTORS’ REPORT continued
Environment continued
CSA - scenario selection
The three scenarios that we selected can be seen below along with a summary of what they each involve, both from a climate and overall
risk perspective. These were chosen from the latest available suite of seven scenarios from the NGFS.
• ‘Net zero 2050’: This is an ambitious scenario that limits global warming to 1.5°C through stringent climate policies and
innovation, reaching net zero CO₂ emissions around 2050. Some jurisdictions such as the US, EU and Japan reach net zero for a ll
greenhouse gases by this point. This scenario assumes that ambitious climate policies are introduced immediately. Carbon
removal is used to accelerate the decarbonisation but kept to the minimum possible and broadly in line with sustainable levels of
bioenergy production. Net CO₂ emissions reach zero around 2050, giving at least a 50 % chance of limiting global warming to
below 1.5°C by the end of the century. Physical risks are relatively low but transition risks are high.
• ‘Delayed transition’: This scenario assumes global annual emissions do not decrease until 2030. Strong policies are then needed
to limit warming to below 2°C. Negative emissions are limited. This scenario assumes new climate policies are not introduced
until 2030 and the level of action differs across countries based on currently implemented policies, leading to a ‘fossil recovery’.
The availability of carbon removal technologies is assumed to be low, pushing carbon prices higher than in net zero 2050. As a
result, emissions exceed the carbon budget temporarily and decline more rapidly to ensure a 67% chance of limiting global
warming to below 2°C. This leads to both higher transition and physical risks than the ‘net zero 2050’ scenario.
• ‘Current policies’: The current policies scenario assumes that only currently implemented policies are preserved, leading to high
physical risks. Emissions grow until 2080 leading to about 3°C of warming and severe physical risks. This includes irreversible
changes like higher sea level rise. This scenario can help central banks consider the long-term physical risks to the economy and
financial system if we continue on our current path to a ‘hot house world’.
CSA - outcomes
The ultimate outcome of this CSA was the identification of the most relevant climate-related risks for our business (summarised below) and
a stronger understanding of their potential impacts across the different selected scenarios. Following the updated analysis carried out this
year two additional risks, regarding customer perception and competition respectively, have been added. One existing risk was broadened
out from solely relating to carbon pricing to now cover all fossil fuel related taxes. We also updated the structure for the risk register to
analyse and score the likelihood, impact and severity of each risk across three timescales (0-1 year, 1-3 years and 3+ years). This new
structure provides us with a much stronger understanding of the changing nature of these risks over different timescales and helps us to
more appropriately incorporate them into our strategic and financial planning process.
Identified risks
Severity
Short
Medium
Long
Risk type
Risk
Description
(<1 year)
(1-3 years)
(3+ years)
Physical
1. Extreme
If the frequency and severity of events like flooding and hurricanes
Medium
High
Very high
weather
increase then this may interrupt operations and damage assets and
facilities, leading to revenue loss and repair costs, respectively.
Transitional
2. Carbon
If the level of carbon or fossil fuel taxation, levies, or reporting increases
Medium
Very High
Very high
pricing
then this may increase our cost base or prevent import/export to certain
regions.
Physical
3. Supply chain
If the indirect effects of climate change increase in frequency or severity
Medium
Medium
Very high
disruption
(e.g. weather, conflict, or geopolitical issues) then our supply chain may
be interrupted and/or their costs may increase.
Transitional
4. Access to
If there is increased scrutiny on the use of fossil fuels then this could
Medium
Medium
Very high
resources
impact on the availability and/or cost of the raw material needed to
manufacture our products and operate our facilities.
Physical
5. Staff
If the indirect effect of climate change increases the variety, severity,
Medium
Medium
Medium
availability
and transmission of human illness or diseases then we could experience
staff shortages at levels that will impact on our ability to operate our
business.
Transitional
6. Customer
If customer attitudes around climate and carbon emissions change in the
Medium
Medium
High
expectations
future, as the younger generation of our hobbyists become a larger
proportion of our customers then this may limit growth and increase
pressure for change and action.
Physical &
7. Competition
If we become unable to distribute products in a certain region (for
Medium
Medium
Medium
transitional
example, logistics disruption or regulatory barriers in response to
climate change) then this may increase the opportunity for
counterfeiters or competitors, potentially damaging our reputation,
reducing our revenues, or increasing our legal costs.
The severity of these risks is assessed through a climate risk matrix. The short to medium-term risks are not currently material to our
business, based on the financial impact to our viability, but we continue to monitor them closely.
24 Games Workshop Group PLC
Environment continued
Taskforce for climate-related financial disclosures (TCFD)
In accordance with UK Listing Rule 6.6.6R (8), we confirm that the statement of this annual report includes climate-related financial
disclosures consistent with the TCFD Recommendations and Recommended Disclosures. In determining this, we have followed Section C of
the TCFD Annex entitled ‘Guidance for All Sectors’ and Section E of TCFD Annex entitled ‘Supplemental Guidance for Non-Financial Groups’
(where relevant).
The following is a summary table detailing our broad approach to each recommended disclosure, and signposting to the relevant sections
of our annual report.
Signpost to detailed
TCFD recommendation
Summary of approach to disclosure
disclosure
Governance
Describe the board’s oversight of
Ultimate accountability for and oversight of climate-related risks and opportunities
Page 16 - Principal risks
climate related risks and
sits with the board.
and uncertainties
opportunities
Page 34 - Board
The board reviews all strategic and financially material risks at least twice a year
committees
through the audit and risk committee, which includes current progress on any targets
Page 37 - Significant issues
defined to manage climate-related issues associated with these risks.
considered by the audit
and risk committee
The outputs from these committee meetings help refine and plan any changes to the
strategy, risk management processes and future investment.
Describe management’s role in
Strategic oversight of climate-related risks is provided by the senior management
Page 37 - Significant issues
assessing and managing climate-
team Sustainability Steering Group (SSG). The SSG is chaired by the CFO and meets
considered by the audit
related risks and opportunities
quarterly. It reviews climate-related and other sustainability risks from across Games
and risk committee
Workshop, with any significant risks forwarded on to the audit and risk committee for
Page 38 - Risk
consideration alongside other risks that could impact on the Group's strategic or
management
financial planning.
The SSG also monitors progress on risk management activities undertaken by the
specific areas across the business as part of their efforts to manage climate-related
issues. Our head of SRS is responsible for coordinating the management of climate-
related risks and opportunities via the carbon management steering group
(‘CMSG’). This group meets monthly to review progress on delivery of our plan
including: the identification, assessment, and management of climate related risks;
and monitoring of associated goals and targets. The group is chaired by the head of
SRS and is supported by senior managers from the relevant teams across the
business.
Strategy
Describe the climate related risks
We have carried out a CSA. This CSA helps us understand the potential context in
Pages 23 and 24 -
and opportunities the organisation
which our business will be operating in the future and allows us to prepare for a
Environment
has identified over the short,
variety of different possible outcomes.
medium and long term
The analysis uses existing climate change science and applies projections to suggest
how our business may be impacted by climate change.
The ultimate outcome of this CSA was the identification of the most relevant climate-
related risks for our business (summarised on page 24 ‘identified risks’).
Describe the impact of climate
We review the business’ strategy and financial planning against the outputs of the
Pages 23 and 24 - Strategy
related risks and opportunities on
CSA and the associated climate risk register. The updated CSA has identified risks
the organisation’s business,
that, whilst not substantive, will influence our long term planning for the expansion
strategy and financial planning
and growth of the business.
• We will factor risk 1 above into our plans for the development of factory 4
and ensure the site is planned and developed in a way which maximises its
resilience to the impacts of extreme weather events.
• Risks 2, 3 and 7 above will be incorporated into any future planning
around any plans for the expansion of our retail operations into new
territories.
• Finally, risks 4 and 6 above will be factored into our long term product
research and development plans.
Describe the resilience of the
Based on the response to the recommendation above, the Group considers that its
Pages 23 and 24 - Strategy
organisation’s strategy, taking into
strategy is resilient to the potential impacts of the scenarios identified.
consideration different climate-
related scenarios, including a 2°C
or lower scenario
25 Games Workshop Group PLC
DIRECTORS’ REPORT continued
Environment continued
Taskforce for climate-related financial disclosures (TCFD) continued
Signpost to detailed
TCFD recommendation
Summary of approach to disclosure
disclosure
Risk management
Describe the organisation’s
The identification of emerging climate related risks and opportunities and the
Page 38 - Risk management
process for identifying and
monitoring of any changes is coordinated through the CMSG.
assessing climate related risks
Any hazards that can potentially result in climate related risks and opportunities are
identified. Relevant hazards are then consolidated into risks and opportunities and
assessed by our CMSG based on the likelihood of occurrence and the potential
impact.
The identified risks are added to our climate risk register where they are ranked and
prioritised. Any risks that pass a certain threshold are also added to the risk register
for the relevant part of the business who are then responsible for managing that risk
appropriately. Should any of these risks have the potential to impact on the Group's
strategic or financial planning then they are also forwarded to the SSG and (where
appropriate) the audit and risk committee for review.
Describe the organisation’s
Climate-related risks cover a broad range of potential business risks - from specific
Pages 18 and 19 - Priorities
process for managing climate-
risks where climate change acts as the primary cause, to risks where climate change
for 2023/2024
related risks
acts to accelerate or worsen the impact of existing risks.
Page 22 - Environment and
The management of these different risks varies according to the type of risk they are,
social
and their effective time horizon as follows:
Pages 23 and 24 -
• Transitional risks, such as those caused by the increasing cost of high
Environment
carbon materials, are often not within our control. For example, the
development of manufacturing technology that avoids such materials.
Pages 22 and 23 - Metrics
• Physical risks, such as the increased likelihood of supply chain disruption
and targets
caused by extreme weather conditions, that are outside our control are
often best managed through risk transfer. For example, having business
Page 38 - Risk management
continuity insurance to cover any lost revenue caused by an unforeseen
disruption in business operations.
Whilst some aspects of the management of climate related risks (such as their impact
on financial planning) apply at all time horizons, other aspects are more suited to
specific time frame as follows:
• Short term: considers climate related risks that could affect the business
within the next 12 months. The management of such risks will form part of
decisions made in our usual planning processes.
• Medium term: considers climate related risks that could affect the
business in one to three years' time. These risks are managed through our
planning activities and influence decisions such as target setting.
• Long term: considers climate related risks that could affect the business
beyond three years. These risks are managed as part of our planning
activities.
Describe how processes for
Climate related risks are considered as part of our company wide risk management
Page 34 - Board committees
identifying, assessing, and
process. Substantive climate related risks with the potential to have a material
managing climate-related risks are
financial or strategic impact on our business are added to the operational risk
Page 37 - Significant issues
integrated into the organisation’s
register. These substantive risks are reviewed, alongside all other company wide risks
considered by the audit and
overall risk management
at least twice a year by the audit and risk committee.
risk committee
Page 38 - Risk management
Metrics and targets
Disclose the metrics used by the
Specific climate related risks are assessed using a range of scope 1, 2, and 3 carbon
Pages 23 and 24 -
organisation to assess climate-
emissions data that help us monitor the effect of any management activities and so
Environment
related risks and opportunities in
help steer our strategy. For example, we measure the carbon emissions associated
Page 38 - Risk management
line with its strategy and risk
with purchased goods and services to evaluate the effect of activities aimed at
management process.
reducing our exposure to carbon pricing.
Disclose Scope 1, scope 2 and, if
We report annually on all material global emissions using an operational control
Pages 22 and 23 - Metrics
appropriate, scope 3 greenhouse
approach for our scopes 1 and 2, plus selected scope 3 emissions. Our audit and risk
and targets
gas (GHG) emissions and the
committee considers all relevant climate related factors as part of our overall
related risks.
approach to risk management.
Describe the targets used by the
To help us to set targets and manage the externally driven elements of these risks, we
Pages 22 and 23 - Metrics
organisation to manage climate-
continue to work with our supply base to better measure carbon emissions and
and targets
related risks and opportunities and
impacts associated with the goods and services they provide. However, we have a
performance against targets.
good understanding of our scope 1 and 2 emissions and the internal factors that drive
them. As such, we have committed to a target to reduce these emissions by 55% over
10 years (from a 21/22 baseline).
26 Games Workshop Group PLC
Environment continued
Sustainable products
Our games and miniatures are long term products, intended to be treasured possessions for hobbyists to enjoy for many years and so we
believe they represent a good investment in the energy and resources needed to design and manufacture them. However, there is always
room for improvement and the constant advances in technology present us with more and more options to explore ways to capture those
improvements.
Reducing single use plastic packaging
We have begun to make changes to a lot of our product packaging - removing excess packaging elements where possible and replacing any
single use plastic packaging with sustainable paper and card alternatives. We will reduce waste to a minimum but when waste is
unavoidable, ensure that customers have a free and easily accessible route to have it recycled. We’ve made some progress alre ady and are
working hard to find ways to do more.
In store recycling
During the period we successfully trialled, then launched, a recycling scheme for plastic sprues in our UK retail stores. The results have
been very positive with 8.5 tonnes of plastic collected and recycled since the launch of the scheme. We will, where feasible/possible,
expand this scheme to other territories worldwide.
Sustainable operations
How we operate is fundamental to our sustainability - both in terms of reducing our impact on the environment and in terms of making our
business resilient to the changing world in which we operate.
Energy efficiency and self generation
Energy generation continues to be one of the main sources for carbon emissions that are within our operational control. The
implementation of our carbon reduction plan demonstrates the progress we have made, and plan to make, to reduce these emissions by
switching to renewable supplies. Whilst we are confident that we can achieve our carbon reduction targets through this approach, it is only
part of making our operations more sustainable as efficiency and self generation of resources also play significant roles.
In June 2023, we completed the installation of a second solar array at our main Lenton site. This new array has a 263 kWp generation
capability. When combined with our existing array, it will provide 7% of the total annual electricity needs for our Lenton site. We continue
to explore other opportunities to increase our self generation capacity with our forthcoming factory build incorporating renewables and
energy efficiency into its design.
Waste
In 2023/24, we improved our waste data and management systems for our UK manufacturing operations. Our aim is to have a much more
granular understanding of what waste we are generating, why it is being generated, and how that can be better managed. Ultimately, as
with our products, we want to minimise the amount of operational waste that is generated and where waste is unavoidable, ensure that it
is reused or recycled. As part of plans to tackle waste, plastic carrier bags are being phased out of our retail stores, starting from June 2024.
People
Our ongoing aim is to create safe, positive and supporting working environments, and promote high levels of social responsibility
throughout our business and supply chain.
Staff
The people that we work with are one of our greatest assets. Ensuring that we conduct our business in a socially responsible manner and
taking responsibility for ensuring people are treated with respect is important if we are to be around forever.
The enjoyment of all things Warhammer by our customers is our priority. By always conducting business in a responsible way, we will
ensure that Warhammer is a safe and fun experience for all.
Our objectives and efforts in this area are to support both our direct employees and the wider workforce of our supply chain so they feel
valued and respected, and to protect our customers who use our products or visit our stores or events.
Development and training
Our employees are constantly looking for ways to improve. We strive to create a culture and environment that encourages everyone to
achieve their potential.
We continue to invest in our learning and development offer, this year has seen our development team offer facilitated management
training to all managers globally for both development of skills and sharing of best practice. We will continue to grow our learning content
which is developed according to our needs as a business. We continue to encourage all employees to enhance their personal and
professional development.
27 Games Workshop Group PLC
DIRECTORS’ REPORT continued
Staff continued
Development and training continued
All new starters who join Games Workshop around the world take part in a global induction process. This ensures that everyone who joins
us, regardless of country or role, receives a positive welcome, a consistent understanding of who we are and what we do and an
understanding of our culture. We have a strong culture built on the principles of honesty, courage, humility, and inclusivity.
We continue to build partnerships with trusted apprenticeship schemes in the UK. These support, complement and enhance our staff
recruitment, retention and development, providing us with ‘home-grown’ employees with the right fit, knowledge and skills for our
business. We currently have apprentices working in positions across our manufacturing and engineering teams.
We continue to maintain and develop policies to ensure our business operates to high ethical standards. This includes our policy on anti-
bribery and corruption, which is applicable to all relevant employees. We also maintain favourable employment terms for our employees
which include flexible working, where appropriate.
People plan
We continue to carry out a group wide people plan review on a six monthly basis. The review allows us to proactively plan for the future
resource needs of the business, mitigate against any resourcing risks and identify the development needs of our staff. The plan is critical to
making sure that we have the right people, in the right jobs, at the right time, both now and in the future.
Staff communications
We are always looking for ways to improve communication with our staff. We run quarterly senior management briefings to allow senior
managers to brief all staff in their areas on significant business updates. This forum also allows staff to ask questions of their senior
management team. We continue to explore ways to integrate further feedback mechanisms to ensure staff feel engaged, included and
listened to. Further details of how we engage with staff, and the effect of this is detailed in our section 172 statement on pages 15 and 16.
Living wage
The Group pays ahead of the UK national living wage for all UK employees, regardless of age. We also pay at least the local statutory
minimum wage in all countries in which we employ staff.
Sharesave
The Group operates an employee sharesave scheme as a means of further encouraging the involvement of employees in the Group’s
performance.
Diversity
The board recognises that the business can benefit from a wide range of perspectives and backgrounds. The board firmly believes that
diversity plays a key role in promoting balanced decision making, through the sharing of a variety of perspectives and insight. In defining
the composition of the board, the board will always meet its regulatory obligations, as well as take into consideration best practice and
stakeholder expectations, while having regard to the needs of the business and one of our core principles: we look for those with the
appropriate attitude and behaviour a given job requires and for those who are aligned with our principles and who are quality obsessed.
This also forms part of our approach to encourage diversity, equality and inclusion among our workforce. All employees have had the
opportunity to undertake unconscious bias training and this is a mandatory part of the training for all new starters. This has helped to
reduce any bias which might impact our search for the best person for every job. We have broadened our range of advertising platforms to
reach a wider pool of candidates with our recruitment process and ensure our adverts use inclusive language. The board does not,
however, consider that diversity can be best achieved by establishing specific quotas and targets.
As at the end of the financial period:
1
Gender
2024
2023
Female
Male
Total
Female
Male
Total
The board (number of employees)
2
4
6
2
4
6
Senior management (FTE)
2
8
10
2
8
10
Total workforce (FTE)
722
2,228
2,950
622
2,078
2,700
1
Ethnicity
2024
2023
Ethnic
Ethnic
White
minority
Total
White
minority Total
The board (number of employees)
5
1
6
5
1
6
Senior management (FTE)
10
-
10
10
-
10
1
Gender and ethnicity data was collected directly from the individuals.
There are currently two women on our board (2023: two), with an overall gender diversity level of 33%, below the 40% set out in the UK
Listing Rules. All appointments to the board are made on an objective and shared understanding of merit and in line with required
competencies and personal qualities relevant to the job.
28 Games Workshop Group PLC
Staff continued
Disability
The Group's policy is to consider, for recruitment, disabled people for those vacancies that they are able to fill. All reasonable adjustments
will be made for disabled workers, and all necessary assistance with training is provided. Arrangements are made, wherever possible, for
retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.
Health, safety and wellbeing
Whatever, whenever and wherever we do things, we will do them in a safe manner.
This year has seen us continue to promote the importance of all staff, at all levels, having the appropriate training for the work they do as
well as further development of our online learning platform. We have continued to promote our in-house, IOSH accredited, ‘Working
Safely’ training at our UK sites and the ‘OSHA 10’ programme in the US, all helping to ensure we have a workforce who know wh at to do,
and when to do it.
Regular safety tours by senior management, including the CEO, help to ensure that the subject continues to maintain the high profile we
believe it deserves and furthers staff engagement on this subject.
We are implementing a new health and safety management software system that will help to ensure that the right information is shared
with the right people at the right time with individual dashboards helping managers understand their priorities, allowing them to ensure
actions are carried out promptly and effectively.
During the period, there were six injuries reported under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013
in the UK (2022/23: three), seven cases reported to the US Occupational Safety and Health Administration (2022/23: three) and eight cases
under other national legislation (2022/23: six). Under certain European regulations, we are required to report incidents occurring to staff
on their commute to and from work - excluding these, the numbers under other national legislation would be three cases for the current
period (2022/23: two).
Alongside the safety of our staff, their wellbeing and physical and mental welfare continues to be a priority. We are committed to creating
a culture where talking about physical and mental health is commonplace. We aren’t there yet, but we will continue to work to fully embed
a culture that is open and honest about mental health, working with our colleagues to understand their needs and build upon our strong
foundations.
We also recognise that there will be times in everyone’s lives, whether related to work or not, where they need additional support - in
these situations we want our people to receive the help they require wherever they are, whatever they’re doing and whenever they need
it. Our global employee assistance programme provider helps us to do this more effectively. Amongst other things, access in local language
through a mobile app improves accessibility for all employees, allowing our people to use this service whenever and wherever they may
need it.
Suppliers
Child labour and anti-slavery
Modern slavery is a crime and a violation of fundamental human rights. Allowing it to take place within an organisation, either consciously
or through complacency, results in extensive and unnecessary suffering, often in a way that disproportionately affects groups of the most
disadvantaged people. We are committed to acting ethically to implement and enforce effective systems and controls to ensure modern
slavery is not taking place within our operations or supply chains.
As part of this commitment, we conduct a risk assessment at least every 12 months for the purpose of monitoring compliance with anti-
slavery requirements, and to ensure we have adequate controls in place to manage any risks appropriately. The main areas of our business
that we have identified as being at an elevated risk of exposure to potential instances of slavery are the buying and merchandising,
licensing and people teams. The risks associated with those areas of the business mostly stem from the risk of any failure to conduct an
appropriate amount of due diligence when working with third parties - particularly in regions where instances of slavery may be more
prevalent. As such, we use a combination of Sedex and ICTI assessment and certification to help us conduct appropriate levels of due
diligence in respect of suppliers and other external parties that we work with to verify that anti-slavery and child labour controls are in
place throughout our supply chain.
There were no reported breaches of our anti-slavery policies during this financial period.
29 Games Workshop Group PLC
DIRECTORS’ REPORT continued
Suppliers continued
Anti-bribery and corruption
Honesty, courage and humility are the foundations of our working culture at Games Workshop. Bribery and corrupt practices are never
tolerated in the pursuit of our business objectives or relationships. This commitment is driven from the CEO and board throughout the
entire company and the same commitment is expected of all those who work with us.
Each year we conduct a risk assessment for the purpose of monitoring compliance with anti-bribery and corruption requirements, and to
help us make sure we have adequate controls in place. The main areas of our business that we have identified as being at an elevated risk
of exposure to instances of bribery and corruption are the distribution, logistics, buying and merchandising teams. As with child labour and
slavery, the risks associated with those areas of the business mostly stem from the risk of any failure to conduct an appropriate amount of
due diligence when working with third parties - particularly in regions where standards of what constitutes bribery differ to the UK. As
such, we use a combination of Sedex and ICTI assessment and certification to help us conduct appropriate levels of due diligence in respect
of suppliers and other external parties that we work with to verify that anti-bribery and corruption controls are in place throughout our
supply chain.
During this period there were no reported instances of bribery or corruption.
Customers
Safeguarding
Games Workshop is committed to ensuring that its stores and events are safe for children and adults who are vulnerable or potentially at
risk from harm. To that end we have an internal team of designated safeguarding officers who handle safeguarding concerns, operate a
safeguarding policy and train all employees in customer facing jobs on safeguarding annually. To the extent in which the country allows,
retail staff are criminal records checked.
Product safety
Games Workshop’s team of specialist product safety staff work closely with our manufacturing team, buyers, Warhammer Studio a nd
suppliers to ensure that our products are safe and comply with relevant legislation. During development, Games Workshop’s pro duc ts are
subject to safety checks in order to minimise any risk presented by our products. We also conduct testing at external, nationally accredited
laboratories to verify our in-house checks and confirm that our products are safe.
Due to Games Workshop’s vertically integrated business model, the majority of our products are manufactured and packed in hou se. This
allows us to maintain tight control over the raw materials that go into our product, and over the process of assembling and packing them
into finished goods. Both in house and third party supplied items are subject to approval and change control processes, in order to ensure
that they meet our requirements and those specifications are understood by all parties. Our specifications are designed to meet relevant
legal requirements.
During the year, we have expanded and enhanced our product safety processes and controls and have partnered with an external
consultant to provide expert analysis and advice in respect of chemical product safety and labelling. We have had no product recalls during
the current financial period.
Donations
Games Workshop does not make any donations to charities or political parties. Instead, we allow all employees to use two working days
during the year to do work for their chosen charities. We are pleased to see that this year there has been an uptake of the use of this
allowance.
Research and development
The Group does not undertake research activities. Development activities relate to the development of new product lines and animation.
The charge to the income statement for the period in respect of development activities is detailed in note 9 to the financial statements.
Future developments
The future developments for the Group are discussed in the strategic report on pages 3 to 19.
Financial risks
The financial risks facing the Group are set out in note 23 to these financial statements.
30 Games Workshop Group PLC
Going concern and viability statement
Assessment of prospects
The Group operates a strategic planning process which includes monthly reviews of business and financial performance, regular financial
projections and an annual planning review for the next financial period. Medium term projections (for periods ending two years and three
years hence) are reviewed taking into account known strategy changes in that time frame. The three year plan considers the Group’s
growth potential, cash flows and key financial ratios. This strategic planning process is managed centrally, led by the CFO.
Assessment of viability
The strategic plan reflects the directors’ cautious view of possible outcomes. It is not used to set targets for performance. The directors
have considered a base case going concern model, a continuation of our current operations in line with budgeted growth, and then
modelled the scenarios set out below. Under these scenarios no additional funding is required and there would be no breach of banking
covenants as we currently have no funding facilities in place:
• Damage/disruption to our Memphis warehouse meaning we were unable to dispatch from the warehouse for a prolonged period. This
would result in disruption to sales across North America.
• Loss of main production facilities at the head office site, in Nottingham, due to a major incident. This would result in a complete loss of
machinery impacting our ability to produce miniatures.
• A ransomware attack, which would result in loss of access to systems and data for one month impacting all areas of the business
including loss of all sales and production.
The viability assessment has been conducted for a period of three years which is in line with the Group’s strategic planning period as
discussed above. The board believes that this time frame is the most appropriate as it is difficult to make meaningful projections beyond
three years. This assessment of viability has been made with reference to the Group’s current position and future prospects, its strategy
and its operational risks and the mitigation in place to manage them. In making the viability assessment the principal risks (see page 16)
facing the business have been considered and a number of severe but plausible scenarios assessed for the impact of these on the medium-
term projections. The principal risks disclosed on pages 16 to 18 are not considered to have a material impact on viability. The scenarios
tested include those tested as part of our going concern review. Stress testing has been performed on the cash projections to determine
the extent to which sales can decline before the Group’s cash reserves become depleted to the point additional funding and cost
reductions would be needed. The results of this showed that the Group would need to increase the cost of all materials, production and
overheads while decreasing sales (compared to the base case) to such an extent that it is not considered to be a plausible scenario.
Viability statement
Based on the board’s assessment as described above and the Group’s strong balance sheet, the directors confirm that they have a
reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three year
period ending 1 June 2027.
Going concern
After making appropriate enquiries with the operational board, the directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial
statements. For this reason, they continue to adopt the going concern b asis in preparing the Group’s and Company’s financial statements.
On behalf of the board
Ross Matthews
Company secretary
29 July 2024
31 Games Workshop Group PLC
CORPORATE GOVERNANCE REPORT
An introduction from our non-executive chair
I am pleased to introduce the corporate governance report where we set out our approach to governance and how the board and its
committees operate.
The board believes that Games Workshop’s unique culture and values drive its performance, so we have a responsibility not to disrupt
these important elements of the Group’s success.
We always intend to comply with legislation and will comply or explain our position with regard to the UK Corporate Governance Code (the
‘Code’). Put another way, we will obey the law and consider our position with regard to best practice, complying in nea rly all cases but
being willing to defend a position that we feel is better for us and in line with our Group’s culture and values.
We spend time as a board establishing and reviewing our position on ESG and governance principles making what we hope are good,
nuanced judgements that balance the expectations of our stakeholders and what we believe is fundamental to our culture, values and
principles. We believe it acceptable to take time to consider the potential for unintended consequences of initiatives before declaring our
commitment to a position and we are instinctively reluctant to say we will deliver until we are certain that we can.
We have a small board with two executive directors, a non-executive chair and three further independent non-executive directors. These
six people have a balance of attitudes, knowledge and backgrounds to enable each director and the board as a whole to discharge their
duties effectively. As a group, we are a relatively new team as we have refreshed the board and the roles within it over the last 12 to 24
months. We conduct a board effectiveness review annually, which is externally facilitated every third year. We employed a third party to
conduct an external review in 2021/22 and will do so again in 2024/25. This year, we have conducted an internal review, which confirmed
that we consider ourselves to be an effective board and duties have been fulfilled.
Quarterly departmental engagement sessions are ongoing and deliver on the dual aims of senior managers communicating strategic and
operational messages to their teams and the creation of an opportunity for all staff around the globe to ask questions and engage in
discussion.
Engagement with shareholders continues to be led by Kevin and Rachel, our CEO and CFO, with other members of the board being
available on request. I will continue to act as the designated non-executive director for staff engagement, providing a conduit for the voice
of our staff to be considered during board meetings.
I am satisfied with the standards of governance that the board continues to maintain and build upon. The Code has been adopted as
required and the Company has complied with the Code. All our directors will be seeking reappointment at the AGM in September 2024
with the exception of Rachel Tongue, who is stepping down from the board at the AGM and will leave the Group in January 2025. As
previously announced, Liz Harrison will be proposed for appointment to the board as group finance director at the AGM, subject to
shareholder approval.
John Brewis
Non-executive chair
32 Games Workshop Group PLC
The UK Listing Rules of the Financial Conduct Authority (FCA) require listed companies to disclose, in relation to the Code, how they have
applied its principles and whether they have complied with its provisions throughout the accounting period. The UK Corporate Governance
Code can be found at www.frc.org.
This statement, together with the remuneration report on pages 40 to 50, and further statements as referenced below, explains how the
Company has applied the principles and complied with the provisions set out in the Code.
Reporting requirement
Where this is referenced in this annual report
Assessment of value over the long-term
Strategy and objectives
Page 3 and 4
Understanding the views of other key stakeholders, as
Section 172 statement
Pages 15 and 16
set out in section 172
Provision of means for the workforce to raise concerns
Whistleblowing
Page 39
in confidence
Details of meetings of the audit and risk committee
Significant issues considered by the audit and risk committee
Page 37
Assessment of principal risks
Risks and uncertainties
Pages 16 to 18
Monitoring of risk management and internal control Internal control
Page 38
Risk management
Page 38
Statement of going concern
Going concern and viability statement
Page 31
Assessment of the prospects of the Group
The board
The board operates through monthly meetings which senior management attend on a regular basis. The board is responsible for leading
and controlling the Group and monitoring executive management. It considers all issues relating to strategy, management and future
direction of the Company. During the year, John Brewis continued to act as the designated non-executive director responsible for staff
engagement. This is achieved through regular involvement with a variety of employees across the Group and attendance at the quarterly
staff departmental meetings. The board has a schedule of matters reserved to it for decision that is regularly updated; these include
decisions on the Group’s strategy, financial plans, major capital expenditure and divid end policy. The board is updated about operational
decisions through the monthly meetings. It meets at least nine times a year. In 2023/24 the board had 10 scheduled meetings, each of
which was attended by all members of the board. Terms of reference for the board committees (as set out below) are available on the
Company’s website.
The Company maintains an appropriate level of director and officer liability insurance cover and has agreed to indemnify the directors
against certain liabilities as discussed in the directors’ report on page 20.
A review of the performance of the Group’s main business activities is included in the strategic review. The board presents this review,
together with the directors’ report on pages 20 to 31, to give a fair, balanced and understandable assessment of the Group’s position and
prospects.
The board comprises the non-executive chair, the CEO, the CFO, and three further non-executive directors. It is chaired by John Brewis. The
biographies and prior experience of board members are set out on pages 20 and 21.
The non-executive directors have a breadth of successful commercial and professional experience and are considered by the board to be
independent of the Group.
All of the directors bring an independent judgement to bear on issues of strategy, performance, resources (including key appointments)
and standards of conduct. John Brewis, as chair, was independent on being appointed to the board. The board considers that it has been
supplied with sufficient timely and accurate information to enable it to discharge its duties.
All members of the board have access to the services and advice of the company secretary. There is a procedure for directors to take
independent professional advice at the Company’s expense where relevant to the execution of their duties. The executive dir ectors attach
great importance to ensuring that the non-executive directors are provided with accurate, timely and clear information on the Group. In
addition, the non-executive directors are actively encouraged to continually update their knowledge of and familiarity with the Group and
the issues affecting it, so as to enable them to effectively fulfil their roles on both the board and its committees.
Board evaluation
In 2021/22 the board undertook an externally facilitated review of its performance, in addition to the board’s already establ ished process
for the ongoing assessment of its own performance and that of its committees. This year, we conducted an internal board effectiveness
review, involving all of the Company’s directors along with the company secretary. The board concluded it was effective and i ts duties had
been fulfilled. We’re always keen to find ways to improve and work together to do the best job possi ble. Areas of focus for the next year
include chair succession and the resulting assessment of the composition and any skills gaps for the board. Further, when recruiting for the
board, we will remind ourselves of one of the fundamental principles of Games Workshop’s success: that recruitment processes should be
based on behaviours and personal qualities as well as skills. The next externally facilitated review will take place in 2024/25.
33 Games Workshop Group PLC
CORPORATE GOVERNANCE REPORT continued
Board committees
The board has three principal committees, all with written terms of reference which are published on the Company’s website, and w hich
are available on application to the company secretary at the Company’s registered office. The company secretary serves as secretary to all
three committees. The chairs of the audit and risk committee, the remuneration committee and the nomination committee will be
available at the AGM to answer any questions.
Audit and risk committee
The audit and risk committee currently comprises the non-executive directors and is chaired by Randal Casson who has significant relevant
financial and accounting knowledge and experience. The audit and risk committee’s terms of reference include monitorin g the integrity of
the financial statements and other announcements relating to the Company’s financial performance including reviewing significant
financial reporting judgements, internal control and operational risk assessment and keeping under review the scope, results and
effectiveness of the external and internal audits and the independence of the Company’s external auditor.
Audit and risk committee report
A more detailed description of the activities of the audit and risk committee and the internal control and risk management systems that are
in place are discussed in the audit and risk committee report on pages 37 to 39.
Remuneration committee
The remuneration committee comprises the non-executive directors and chair of the board and is chaired by Kate Marsh. The
remuneration committee normally meets at least three times a year and is responsible for making recommendations to the board on
remuneration policy for all executive directors and senior management (including determining specific remuneration packages, terms of
employment and variable pay performance incentive arrangements). The procedures and guidelines used by the remuneration commi ttee
in determining remuneration are outlined in the separate remuneration report. The remuneration committee held four scheduled
meetings in the year, which were attended by all members of the committee. Executive directors attend by invitation and the committee
meets without the executive directors at least annually to appraise the executive directors’ performance.
Remuneration report
The Company’s policy on executive remuneration and details of the executive directors’ salaries, profit share and pensions, a nd fees for the
non-executive directors are set out in the remuneration report on pages 40 to 50.
Nomination committee
The nomination committee comprises the non-executive directors and is chaired by John Brewis. It is responsible for nominating, for
approval by the board, candidates for appointment to the board. The committee regularly reviews the structure, size and composition
(including the skills, knowledge, experience and diversity) of the board and gives consideration to succession planning for directors and
other senior executives, taking into account the challenges and opportunities facing the Group and the skills and expertise needed on the
board in the future.
As CEO, Kevin Rountree was invited to attend a meeting of the committee and present his current senior management team structure and
to discuss succession planning. Succession planning for the executives and the senior management team will always be a business risk and
the committee is committed to reviewing progress on this going forward. The committee held four scheduled meetings in the year which
were attended by all members of the committee. Kevin also meets John monthly and succession planning is an ongoing topic.
Appointments to the board
After announcing that Rachel Tongue is leaving the Group in January 2025, the nomination committee ran a process to appoint a new
group finance director. Finding the right people has always been one of our biggest challenges, including for our board. We take our time
to ensure that we run a process free from any bias and we hold our resolve to never compromise our high standards of cultural fit when
assessing potential candidates. Sometimes this means that the recruitment process can become quite elongated - but we believe that it is
always better to do what is right than what is easy. After an extensive search process, including external search and open advertising, Liz
Harrison, who has been with Games Workshop since 2000 will be nominated to stand for appointment as a director at the AGM when,
subject to shareholder approval, she will join the board as group finance director.
Newly appointed directors are given appropriate training and non-executive directors meet regularly with members of the executive and
other staff within the Group. In addition, site visits ensure that the non-executive directors gain first-hand experience of developments
within the Group.
Any director appointed during the year is required, under the provisions of the Company’s articles of association, to retire and seek
election by the shareholders at the next AGM.
34 Games Workshop Group PLC
Stakeholder engagement
The Company understands the importance of engaging with our stakeholders. The board seeks to understand the views and interests of
the stakeholder groups detailed below to ensure that these are always considered as part of any decision making.
Shareholders
We maintain an open dialogue with our shareholders. On a continuing basis, the Company encourages two-way communication with its
institutional and private shareholders and responds promptly to queries received verbally, in writing or directly through its investor
relations website, investor.games-workshop.com or through brokers. In addition to the annual report and half yearly report, the non-
executive chair, committee chairs and the CEO and CFO are available to meet and do meet with shareholders and potential shareholders to
discuss any questions they may have and ensure that the board has a clear understanding of the views of shareholders. In the year, we also
hosted two institutional shareholder days at our HQ in Nottingham alongside Peel Hunt and Edison. Any issues arising at such meetings are
reported to and considered by the board. In 2023/24 matters discussed were in relation to performance of the Group throughout the year
and whether share buybacks were appropriate. We ensure our shareholders have a good understanding of our strategy, business model,
culture and capital allocation policy.
Our staff
We rely on the hard work and creativity of our employees to make sure we drive the creation of value in the long term. We engage with
our employees through formal and informal meetings, and through the quarterly departmental meetings. Throughout the year, members
of the board have attended the quarterly briefing meetings to help increase board engagement and visibility with employees. John Brewis
continued his role as designated non-executive director for staff engagement. John has many years of experience of workforce
engagement in a manufacturing environment and has, over the past year, engaged with staff by reviewing a staff survey, attending
briefings, visiting factories, warehouses, retail stores and sales offices in both the UK and Europe. The board is also responsible for
assessing and monitoring culture within the Group through attendance at quarterly briefings and site visits.
Customers
We engage with our customers through our retail stores, our social media sites, and through warhammer-community.com. This allows
two-way communication with our customers. Any recurring topics or points of note are shared with and considered by the board. Senior
management also visit retail stores as well as independent retailers to help understand customer views.
Suppliers
The integrity of our supply chain is an essential part of ensuring we design and make great products. Although as a vertically integrated
group we are in control of large parts of the design and manufacturing process, it is important that our suppliers share the same standards
and ethics as we do. As discussed on page 29, we are committed to implementing effective controls to ensure good ethical sourcing
standards throughout our supply chain. We have strong partnerships with our key suppliers that have been built up over a number of years
to ensure we get the best materials through a stable, reliable and responsible supply chain.
Culture
Companies are run by people. Games Workshop is run by people. How our people get on with the task of running Games Workshop a nd
how they get on with one another is vital.
How we behave does matter. Therefore, what we are like does matter.
This is why we make such efforts to recruit people who are likely to have the right qualities to be successful at their job. Everything we do is
for the good of Games Workshop, and thereby our customers and colleagues and shareholders. No one’s personality is bigger than that;
none of us is more important than this ultimate goal. This is a huge challenge and it requires lots of humility, honesty and courage. That is,
humility in recognising we must put Games Workshop’s needs first, honesty to identify truly those occasions when we are being driven by
our ego or our selfishness, and courage to do something about it.
It is always better to work amongst nice people and to have fun. We love that too. However, the behaviours we are looking for are these -
consistency, clarity, firmness, fairness, openness, integrity, compassion and urgency. What we ultimately mean by ‘good behaviour’ is
evidenced by what we would expect to see:
• an absolute belief that it is better to do what is right rather than what is easy;
• a determination to be cheerful and confident and passionate about this, the best of all jobs;
• an ego-free environment - this leads to people who put the business first and don’t have private agendas, people who welcome
newcomers that bring the skills we need, people who can criticise themselves and our business but are justly proud of their own
and our business’s achievements; and
• an absolute commitment to the niche market business model and the quality of our products and services.
As a consequence, we know that attitudes and behaviour are even more important than skills.
35 Games Workshop Group PLC
CORPORATE GOVERNANCE REPORT continued
Conflicts of interests
The Company’s articles of association take account of certain provisions of the Companies Act 2006 relating to directors’ con flicts of
interests. These provisions permit the board to consider, and if thought fit, to authorise situations where a director has an interest that
conflicts, or may possibly conflict, with the interests of the Company. The board has adopted procedures for the approval of such conflicts
and applied them effectively during the year. During the year, the board authorised and managed one situational conflict, as a matter of
precaution, which has now ended.
Substantial shareholdings
The following interests in 3% or more of the issued share capital of the Company as at 2 June 2024 have been disclosed to the Company:
The Company has not been notified of any changes in these interests since the period end. The Company has not been notified of any other
substantial shareholdings.
No. of shares
%
Baillie Gifford
3,697,567
11.2
BlackRock
1,818,419
5.5
Vanguard Group
1,656,805
5.0
Fidelity
1,425,534
4.3
abrdn
1,315,576
4.0
Schroder Investment Management
1,124,648
3.4
Capital Group
1,014,021
3.1
Statement of compliance with the UK Corporate Governance Code
The Company has complied with all of the provisions set out in the Code.
On behalf of the board
John Brewis
Non-executive chair
29 July 2024
36 Games Workshop Group PLC
AUDIT AND RISK COMMITTEE REPORT
The report details the role of the audit and risk committee and the work it has undertaken during the year, as well as its meeting in July
2024 when this annual report and financial statements were approved.
Committee membership
The audit and risk committee currently comprises the three non-executive directors and is chaired by Randal Casson. The board considers
that as serving chair during the year up to publication of this annual report, Randal Casson has recent relevant financial experience by
virtue of his professional qualifications and previous role. Members of the committee can also demonstrate a breadth of experience across
the manufacturing, IT and media sectors through their current and previous roles.
Significant issues considered by the audit and risk committee
The committee had four scheduled meetings during the year which were attended by all members of the committee. It has an agenda
linked to the events in the Group’s financial calendar. The external auditor met with the committee without management being present
and the chair and members of the committee have direct contact with the audit partner as required. During the year the committee:
• reviewed the half year and full year results;
• received and considered, as part of the review of the annual financial statements, reports from the external auditor in respect of the
auditor’s Group audit plan for the year and the results of the annual audit. These reports included the scope of the annu al audit, the
approach adopted by the auditor to address and conclude upon significant risks, key audit matters and other audit areas, the basis on
which the auditor assesses materiality, the terms of engagement for the auditor and an ongoing assessment of the impact of future
accounting developments on the Group;
• considered whether the annual report is fair, balanced and understandable. In doing so, the committee reviewed and discussed with
management the content and appropriateness of the information included within the 2024 annual report. This provided the
committee with the supporting detail to ensure that it was in a position to report to the board that the 2024 annual report, taken as a
whole, was fair, balanced and understandable. This was on the basis that the business description, business model and strategy
agreed with its own understanding of the Group, and the balance in the reporting of performance reflected both positive and negative
issues and reflected the Group’s activities during the year;
• considered the effectiveness and independence of the external auditor. The auditor specifically demonstrated professional scepticism
and challenged management assumptions;
• made a recommendation to the board to re-appoint KPMG as external auditor;
• reviewed and challenged the level of the 2023/24 audit fee proposed by the auditor;
• reviewed the Company’s policy on non-audit fees and ensured appropriate safeguards are in place;
• considered and agreed the internal audit work programme and received regular reports on the key issues arising from its
implementation during the year; and
• reviewed reports on the key business risks, including a review of the internal control processes used to identify, monitor and mitigate
the principal and emerging risks and uncertainties.
The committee received, reviewed and challenged reports from management and the external auditor setting out the key areas in relation
to the 2024 annual report and made their own assessment. These issues were discussed and challenged with management during the year.
They were also discussed with the auditor at the time the committee reviewed and agreed the auditor’s Group audit plan and at the
conclusion of the audit of the financial statements. The areas that were discussed were:
• forthcoming reporting requirements on risk management and internal controls
• key audit matters relating to core revenue recognition
The committee formally meets at least three times a year with the executive directors and internal auditor. The external auditors are
invited to join twice a year. The external and internal auditors are given the opportunity to raise any matters or concerns they may have in
the absence of the executive directors at separate meetings with the audit and risk committee or its chair.
Auditor’s independence
The committee reviews the independence of the external auditor by assessing the arrangements for the day-to-day management of the
audit relationship as well as reviewing the auditor’s report which describes their procedures for identifying and reporting c onflicts of
interest. To maintain the auditor’s independence, the committee has also established the policy that the primary role of the external
auditor is to perform services directly related to their audit responsibilities. Any non-audit services would have to be approved by the
committee. Non-audit fees paid to the auditor amounted to £nil in the period. The Group uses other advisers for taxation advice and other
services. The audit fees are disclosed in note 9.
The audit and risk committee considers the re-appointment of the external auditor each year, as well as remuneration and other terms of
engagement. In 2020/21, the committee ran a comprehensive and competitive audit tender process. The decision to appoint KPMG as the
new auditor to the Group was ratified at the AGMs since 2021. The committee now recommends the re-appointment of KPMG as external
auditor at the 2024 AGM. There are currently no contractual obligations which restrict the choice of external auditor.
37 Games Workshop Group PLC
AUDIT AND RISK COMMITTEE REPORT continued
Internal control
The directors recognise that they have overall responsibility for ensuring that the Group maintains a sound system of internal control to
safeguard shareholders’ investment and the Group’s assets, and for reviewing its effectiveness. The system is designed to manage risks
that may prevent the Group from achieving its business objectives, rather than to eliminate these risks. However, even the most effective
system can provide only reasonable, and not absolute, assurance against material misstatement or loss.
The directors have established an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, which
has been in place from the start of the period until the date of approval of this report. This process is regularly reviewed by the committee
and the board throughout the year.
The effectiveness of the Group’s system of internal control is regularly reviewed by the committee and the board. The review covers all
material controls, including financial, operational and compliance controls and risk management. The monitoring of control procedures is
achieved through regular review by the CFO and the company secretary, reporting to the committee and to the board. This review process
considers whether significant risks have been identified, evaluated and controlled and whether any significant weaknesses are promptly
remedied and indicate a need for more extensive monitoring. Regular reporting by senior management ensures that, as far as possible, the
controls and safeguards are being operated appropriately. This process is considered by the audit and risk committee alongside the
adequacy of the risk management and internal control systems, and the external and internal auditors’ reports. The internal c ontrol and
risk management systems are considered to be appropriate.
The Group has continued its programme of internal audit reviews during the year. The audit and risk committee agrees an annual internal
audit plan, focusing on business specific issues. Actions agreed by management, in response to recommendations made, are followed up.
The board, with advice from the audit and risk committee, has completed its annual review of the system of internal control and is satisfied
that it has acted appropriately and in accordance with that guidance. During the course of its review of the system of internal control, the
board has not identified nor been advised of any failings or weaknesses which it has determined to be significant. Therefore, a
confirmation in respect of necessary actions is not considered appropriate.
Internal audit
The internal audit team follows a programme of activities that are closely aligned with principal operational risks. Reviews are conducted
either by a dedicated internal auditor, an internal team that is independent of the area under review or by an external party, decided on a
case by case basis. In all cases the review is conducted on behalf of the committee and reported back to them. Reports are discussed with
the committee and a remediation plan agreed with management to improve controls where appropriate. Over the year, 14 internal audit
reviews were completed. The committee can confirm that the quality, experience and expertise of the function is appropriate.
Risk management
The committee is responsible for assessing the scope and effectiveness of the systems established by management to identify, assess,
manage and monitor financial and non-financial risks. A description of the principal risks and the strategies to manage these risks is
included on pages 17 and 18.
Throughout 2023/24 we have continued to improve our understanding of our operational risks, and to monitor the effectiveness of
mitigating actions against each of them. The committee is satisfied that good progress has been made, and key operational risks have been
adequately included within the audit programme in the year. The committee expects that this programme will evolve further in 2024/25 as
we continue with activities to ensure readiness for the forthcoming changes to the UK corporate governance code.
Process for preparing consolidated financial statements
The Group has established internal control and risk management systems in relation to the process for preparing the consolidated financial
statements. The key features of these systems are:
• Management regularly monitors and considers developments in accounting standards and best practice in financial reporting and
reflects developments in the financial statements where appropriate. The external auditor also keeps the committee apprised of these
developments.
• The committee and the board review the draft financial statements. The committee receives reports from management and the
external auditor on potentially significant judgements, changes in accounting policies, changes in accounting estimates and any other
appropriate changes to the financial statements.
38 Games Workshop Group PLC
Anti-bribery and corruption
Bribery and corrupt practices are never tolerated in the pursuit of Games Workshop’s business objectives or goals, or within business
relationships, or the actions of its employees and associated parties. This commitment is driven from the chief executive and the board
throughout the entire Group and a commitment is expected of all who work with the Group and who act on our behalf or are employed or
engaged in any capacity by us. The Games Workshop anti-bribery policy reflects Games Workshop’s position in respect of any act of bribery
and corruption.
Games Workshop conducts appropriate levels of due diligence in respect of suppliers and other external parties that we work with to verify
anti-bribery and anti-corruption controls are in place throughout our supply chain.
Whistleblowing
The board is responsible for the review of the Company’s procedures for responding to the allegations of whistleblowers along side input
from the audit and risk committee. Whistleblowing arrangements are in place to enable staff who may, in confidence, want to raise
concerns about possible financial reporting irregularities amongst other concerns. If an employee does not feel comfortable reporting any
potential, suspected, attempted or actual breaches of company policy, they can report such activity to Games Workshop’s chair of the
audit and risk committee using a dedicated whistleblowing online portal. Staff can report any concerns via the online portal without
disclosing their identity should they wish to. This whistleblowing procedure is communicated to staff within relevant employee policies and
is regularly promoted to staff. Games Workshop endeavours to protect those who make disclosures of wrongdoing. Any reports made in
good faith will be dealt with in confidence (to the extent possible), and the reporting employee shall not be discriminated against as a
result of their actions.
On behalf of the board
Randal Casson
Audit and risk committee chair
29 July 2024
39 Games Workshop Group PLC
REMUNERATION REPORT
Introduction
The remuneration report for the period ending 2 June 2024 has been prepared on behalf of the board by the remuneration committee in
accordance with the requirements of the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, as amended, and meets the relevant requirements of the UK Listing Rules of the Financial
Conduct Authority and the UK Corporate Governance Code.
This remuneration report sets out payments made to executive directors and non-executive directors under the current remuneration
policy which was approved by more than 85% of shareholders who submitted a proxy vote at the 2021 AGM. The report details the
relationship between company performance and remuneration for the 2023/24 financial period, how the policy has been implemented and
the activities of the remuneration committee. The report is subject to an advisory vote at the 2024 AGM.
As part of a three year cycle, the remuneration committee has also undertaken a review of director compensation, supported by
independent external consultants Alvarez & Marsal Tax LLP, to assess that the directors’ remuneration policy remains valid and aligned to
the Company’s strategy and culture. The outcome of such review is outlined below.
Review of the period
Group-wide remuneration
A pay increase was applied on 1 June 2023 which averaged 5% across all staff, except for the two executive directors. Going forward into
2024/25, a 3% increase has been agreed by the committee for the wider workforce taking effect from 1 June 2024 and the Group again
reaffirmed its commitment to paying the UK national living wage (increasing to £12.00 per hour) which took effect from April 2024. The
executive directors’ base pay was reviewed under the current remuneration policy annual review following independent benchmarking
which was commissioned in February 2024. The committee agreed to award both the CEO and CFO an annual increase in base salary of
7.4% from 1 January 2024. The committee agreed such, after independent evaluation of the benchmarking and taking into consideration
the executive directors did not receive a base pay annual increase in 2021/22 nor in 2022/23. Non-executive directors received a 5%
increase in base fees from 1 June 2023 and following an independent benchmarking exercise, base fees will remain flat from 1 June 2024
but additional fees for committee chairs and the senior independent director will be increased from £5,000 to £10,000 per annum. The
fees for the chair will increase by 5% from 1 June 2024.
Senior management bonus
As a result of discussions between Kevin Rountree and the committee, the committee agreed to support a discretionary bonus, payable in
cash, to a number of individual managers who contributed to the Company’s outstanding performance. The committee was plea sed to
support this proposal in recognition of the effort and skill required to deliver the record results detailed in this report.
Group Profit Share Scheme
Under the remuneration policy approved at the 2021 AGM, all eligible employees (excluding the executive directors) are included within
the Group Profit Share Scheme. Cash payments were made to eligible staff in December 2023 and May 2024 under the Group Profit Share
Scheme. For 2023/24 each eligible employee received a total of £6,000 (2022/23: £4,000) - in total £18.4 million (2022/23: £11.6 million).
Executive director Exceptional Bonus Award
In 2021, in consultation with shareholders, the committee undertook to articulate exceptional performance and to appropriately exercise
its discretion in making any Exceptional Bonus Award in future years. This remains true for the 2023/24 financial period.
When considering the potential payment of an Exceptional Bonus Award, the committee applies discretion to a suite of financial indicators
including growth, margin, group profit, earnings per share, cash generation and dividend payments made to shareholders. If performance
against this basket of criteria is exceptional, then the Group will have generated sufficient profit and cash to have paid dividends to
shareholders and appropriate cash payments to all staff under the Group Profit Share Scheme.
2021/22
2022/23
2023/24
Core revenue
£386.8 million
£445.4 million
£494.7 million
Core gross margin
67.1%
66.5%
69.4%
Profit before tax
£156.5 million
£170.6 million
£203.0 million
Earnings per share
391.3p
409.7p
458.8p
Dividends declared per share
235p
415p
420p
For the financial and operational performance reasons detailed above, particularly the continued growth in core revenue from £445.4
million in 2022/23 to £494.7 million in 2023/24 and growth in profit before taxation from £170.6 million in 2022/23 to £203.0 million in
2023/24, combined with the delivery of record levels of dividend payments and payments to all staff under the Group Profit Sh are Scheme,
the committee agreed that the threshold for proven, exceptional performance was reached in 2023/24. The committee applied discretion
and deemed it appropriate to award each of the executive directors an Exceptional Bonus Award of 150% of base salary being the 150%
maximum allowed under the shareholder approved policy. In accordance with the approved policy, each executive director must purchase
Company shares with 67% of such cash bonus (within 30 days of receipt) after any tax settlement and are expected to hold such shares for
at least three years. The bonus for 2023/24 will be paid in July 2024.
40 Games Workshop Group PLC
Remuneration policy review
As required by the Companies Act, our shareholders have the right to a binding vote on our remuneration policy at the upcoming 2024
AGM. In line with best practice, the committee has engaged the services of independent remuneration consultants to conduct a review of
director compensation to help inform the committee of current peer group rates and practices. This review was carried out in February
2024 and has informed the committee’s independent decision to maintain all components of the current approved policy, which received
85% shareholder approval at the 2021 AGM, for the following reasons:
• it continues to motivate executive directors and senior management
• it is a simple structure made up of base pay, pension, benefits and exceptional bonus award (the bonus being awarded at the
independent discretion of the remuneration committee in the event that proven, exceptional performance has been delivered)
• any variable, discretionary bonus is awarded in consideration of a basket of financial indicators (see above) and is subject to a
clawback provision, taking into account the wider stakeholder experience - that of shareholders and employees
• it is a structure that has promoted long-term sustainable growth and performance to the benefit of all stakeholders since
inception
• the outcomes of the potential rewards are predictable - subject to clear limits and caps
• executive directors are required to buy shares with 67% of any discretionary bonus and are expected to hold shares for three
years thus promoting substantial shareholding and aligning reward with shareholder interest.
It is also noted, as in previous annual reports, that the current remuneration policy cannot fully address like-for-like total compensation for
executive directors compared to the majority of FTSE 250 peers, due to the absence of any LTIP or long-term share award scheme. As a
group, in keeping with the culture and values of the Company, the belief is that formulaic target incentive setting within LTIPs goes
counter-culture to the forever, team effort and leadership that the Company has thrived on to produce year-on-year growth over time,
therefore, a performance share-based element common to large and medium sized companies has not been part of the accepted
remuneration policy. The current policy does not allow for any alternative compensation mechanism.
New executive director
As first communicated in January 2024, our long-serving CFO, Rachel Tongue, is stepping down from her role after 27 years of service with
Games Workshop and will not be seeking re-election at the 2024 AGM. Rachel will be leaving Games Workshop with our sincere thanks for
her contribution to our sustained success as expressed earlier in this annual report. As announced on 22 May 2024, the nomination
committee intends to nominate Liz Harrison for election to the board as group finance director. In line with our current remuneration
policy, base salary will be set at a level appropriate for the role and the experience of the nominated director and benefits, pension and the
Exceptional Bonus Award will be considered in line with the policy.
The committee
The committee will continue to assess and monitor the consistency of the remuneration policy across the Group with a view to ensuring
that an appropriate reward structure exists to recognise and reward our key executives and attract talented individuals in alignment with
the Company’s unique culture and which continues to promote appropriate behaviours and long-term performance in the interests of
shareholders and all stakeholders. As part of this process, the committee will also continue to regularly discuss and assess the effectiveness
and appropriateness of the policy’s component parts and mechanisms to ensure remuneration policies and strategies are designed to
support company strategy and promote long-term, ‘forever’ sustainable success. Our mission is to ‘make the best fantasy miniatures in the
world, to engage and inspire our customers, and to sell our products globally at a profit. We intend to do this forever’. ‘Forever’ is a very
important word and our decisions are focused on long-term success, not short-term gains.
Kate Marsh
Remuneration committee chair
29 July 2024
41 Games Workshop Group PLC
REMUNERATION REPORT continued
Annual report on remuneration 2023/2024
Remuneration policy
This part of the report sets out the directors’ remuneration policy, which was approved by shareholders at the 2021 AGM and h as
remained unchanged during 2023/24. It is also commended by the committee to be retained as the forward directors’ remuneration policy
for 2024/25.
The aim of the Group’s remuneration policy is to reward fairly and to attract, motivate and retain high quality management that befits
Games Workshop’s culture and values. The total size of the remuneration package for executive directors is judged by and compared with
the remuneration packages of similar companies, having regard to:
• the size of the company, its turnover, profits and number of people employed
• the diversity and complexity of the business
• the geographical spread of the business
• the growth and expansion profile
As noted above, the current remuneration policy cannot fully address like-for-like total compensation for executive directors compared to
the majority of FTSE 250 peers due to the absence of any LTIP or long-term share award element which continues not to be aligned with
the Company’s culture and values. We believe that LTIPs could have the potential to unbalance the organisation with individua ls being
incentivised to achieve personal goals, at the expense of the wider organisation.
The Company’s non-executive directors are remunerated with fees in line with market rates. They do not receive any pension or other
benefits, other than the reimbursement of reasonable expenses, and they do not participate in any bonus or share schemes.
Under our terms of reference, the remuneration committee is able to employ remuneration consultants to provide reference and advice,
which is subject to independent evaluation by the committee. In February 2024, the committee commissioned a review of directors’
compensation in relation to the market from Alvarez & Marsal Tax LLP to inform the committee’s consideration of the remunerat ion policy
going forward and to update such, as appropriate, subject to shareholder approval. Based on the nature of the advice, the committee was
satisfied that the advice received was objective and independent.
Remuneration policy table
The table below summarises each of the components of the remuneration package for directors of the Company which comprise the
current policy approved at the 2021 AGM. The committee may make minor changes to the policy, which do not have a material advantage
to the directors, to aid its operation or implementation, taking account of the interests of shareholders but without the need to seek
shareholder approval.
Component
Purpose and link to strategy
Operation
Maximum potential value
Performance metrics
Salary
Core element of fixed
Reviewed annually and
There is no prescribed
Not applicable,
remuneration, reflecting the
usually fixed for 12 months
maximum annual increase
although the
size and scope of the role.
from 1 June. There is no
in salary.
individual’s
entitlement to an annual
contribution and overall
Purpose is to recruit and
increase.
Salaries are reviewed taking
performance is one of
retain directors of the calibre
into consideration salary
the considerations in
required for the business.
Takes into consideration
increases across the Group.
determining the level of
the director’s role and
any salary increase.
attitudes.
Increases out of line with
the workforce are carefully
Takes into account
considered but may be
prevailing market
awarded taking all relevant
conditions and is aligned
factors into account, for
with staff pay reviews.
example, increases in scope
and responsibility or salary
Externally benchmarked by
falling significantly below
independent remuneration
market positioning.
consultants from time to
time against companies of a
similar size and complexity.
42 Games Workshop Group PLC
Remuneration policy table continued
Component
Purpose and link to strategy
Operation
Maximum potential value
Performance metrics
Benefits
Ensures the overall package is
The executive directors
Set at a level which the
Not applicable.
competitive.
each receive life assurance
committee considers
cover.
appropriate against the
Purpose is to recruit and
market and provides a
retain directors of the calibre
The sharesave scheme is a
sufficient level of benefit
required for the business.
HMRC approved monthly
based on individual
savings scheme facilitating
circumstances.
Participation in the sharesave
the purchase of shares at a
scheme creates staff
discount.
Sharesave contributions are
alignment with the Group and
as permitted in accordance
promotes a sense of
Where appropriate other
with the relevant tax
ownership.
benefits may be offered
legislation.
including allowances for
relocation and other
expatriate benefits.
Pension
To provide cost effective
Participation in a group
Up to 8.5% of salary up to a
Not applicable.
retirement benefits.
personal pension scheme.
maximum of £10,000 per
annum. Subject to changes
in pension tapering by
HMRC, any excess between
up to 8.5% of salary and
£10,000 is paid as additional
salary (net of employers’
national insurance).
Exceptional
Rewards exceptional
Any pay-out is determined
Maximum potential value is
The payment is at the
Bonus Award
performance.
by the committee after the
150% of base salary.
discretion of the
period end, based on
committee based on
performance.
exceptional financial
and operational
Awards are payable in cash
performance being
with 67% of the net
achieved during the
amount required to be
year.
invested in the Company’s
shares, with an expectation
that these are held for at
least three years.
Non-executive
Sole element of non-executive
Fees are reviewed annually
Fees are reviewed annually
Not applicable.
directors’ fees
director remuneration is set at
taking into account time
taking into account time
a level that reflects market
commitment,
commitment,
conditions.
responsibilities and fees
responsibilities and fees
paid by comparable
paid by comparable
companies.
companies.
Additional fees are paid to
Additional fees are paid to
the chair of the relevant
the chair of the relevant
board committees to
board committees to
reflect additional
reflect additional
responsibilities.
responsibilities.
Non-executive directors are
Non-executive directors are
entitled to claim reasonable
entitled to claim reasonable
out of pocket expenses in
out of pocket expenses in
connection with the
connection with the
performance of their
performance of their duties.
duties.
Changes to the remuneration policy
As described in the first section of this remuneration report, no changes have been implemented during the period 2023/24 under the
policy approved at the 2021 AGM. We are also commending the current policy for approval at the 2024 AGM.
Explanation of the performance metrics chosen
The performance measures selected are aligned with the Company’s strategy and business objectives. The remuneration committee
considers a basket of financial measures when applying discretion to any payments under the terms of this policy.
43 Games Workshop Group PLC
REMUNERATION REPORT continued
Illustration of application of the policy
The charts below show the relative split of remuneration between fixed pay (base salary, benefits and pension) and variable pay
(Exceptional Bonus Award) for each executive director on the basis of minimum remuneration, remuneration receivable for performance in
line with the Company’s expectations and maximum remuneration.
Kevin Rountree
£ 000
£ 000
£ 000
2,000
Fixed Variable
1,874
1,750
58%
1,500
1,250
1,000
787
787
750
100% 100%
42%
500
250
0
Fixed pay Target Maximum
Rachel Tongue (to 18 September 2024)
Fixed Variable
1,000
750
500
364
250
58%
153
153
100% 100%
42%
0
Fixed pay Target Maximum
Liz Harrison (from 18 September 2024)
1,000
Fixed Variable
750
573
500
48%
297
297
250
100%
100%
52%
0
Fixed pay Target Maximum
In line with
Minimum
expectations
Maximum
Fixed pay
Fixed elements of salary, benefits and pension. Salary is at 2 June 2024 or
As per minimum
As per
on appointment and the value of benefits is equivalent to that included in
minimum
the single figure remuneration table on page 46.
Exceptional Bonus Award -
Nil
Nil
150%
Kevin Rountree, Rachel
Tongue
Exceptional Bonus Award -
Nil
Nil
100%
Liz Harrison
Remuneration committee make-up
The remuneration committee is appointed by the board and comprises Kate Marsh (chair), John Brewis, Randal Casson and Mark Lam. The
remuneration committee is responsible for setting the remuneration packages of the executive directors as well as approving their service
contracts. The terms of reference for the committee are available on the Company’s investor relations website.
44 Games Workshop Group PLC
Differences in policy from the wider employee population
The Company aims to provide a remuneration package that is competitive, complies with any statutory requirements and is applied fairly
and equitably when taking into account the wider employee population. Where remuneration is not determined by statutory regulation,
the Group operates the same core principles for the wider employee population as it does for the executive directors, namely:
• to remunerate people in a manner that allows for stability of the business and the opportunity for sustainable long-term growth
• to seek to remunerate fairly and consistently for each role with due regard to the marketplace and internal consistency
• to apply the Group Profit Share equally to all employees (excluding the executive directors)
• to encourage employees to own shares through the operation of the sharesave scheme.
As is common practice, the Company has introduced elements of variable pay through an Exceptional Bonus Award which is focused on the
executive directors to ensure that the overall remuneration policy remains competitive with the exception of the exclusion of an LTIP
component.
Remuneration policy for new directors
When setting the remuneration package for a new executive director, the committee seeks to apply the same principles and implement
the policy framework as set out above. Base salary will be set at a level appropriate for the role and the experience of the director being
appointed. Benefits, pension and the Exceptional Bonus Award will be in line with the stated policy. Any buy-out award, should one be
required, would be limited to the amount of salary that would be foregone.
Non-executive director fees will be set at a competitive market level, reflecting the skills, knowledge, experience, responsibilities and time
commitment required. An additional fee will be added for additional responsibility of chairing a board committee or undertaking the role of
senior independent director.
Directors’ service contracts and letters of appointment
Executive
Date of contract
Unexpired term of contract
Notice period
Kevin Rountree
25 February 2009
Rolling contract
12 months
Rachel Tongue
25 March 2015
Rolling contract
12 months
Non-executive
Date of appointment
Date of last re-election at an AGM
Notice period
John Brewis
20 June 2018
20 September 2023
6 months
Kate Marsh
24 July 2019
20 September 2023
6 months
Randal Casson
1 July 2022
20 September 2023
6 months
Mark Lam
11 April 2023
20 September 2023
6 months
In accordance with best practice and as set out in the Code, notice periods in new service contracts for executive directors are set at one
year. Non-executive director appointments are made through letters of appointment for a one year term, subject to election and re-
election by the Company’s shareholders in accordance with the Company’s articles and the Code. The letters of appointment may be
inspected at the Company’s registered office.
Policy on payment for loss of office
If an executive director’s employment is to be terminated, the committee’s policy in respect of the service agreement (in the absence of a
breach of the service agreement by the director) is to agree a termination payment based on the value of base salary and contractual
pension and other benefits that would have accrued to the director during the contractual notice period. Depending on the particular
circumstances, a director may work the notice period, be placed on garden leave for some or all of the notice period or receive a payment
in lieu of notice in accordance with the service agreement. The committee will consider mitigation to reduce the termination payment to a
leaving director when appropriate to do so, having regard to the specific circumstances.
Non-executive directors’ appointments may be terminated without compensation but with six months’ notice.
External appointments
The executive directors may each accept one external appointment with the prior approval of the board, from which any fees may be
retained. At present, neither of the executive directors hold any outside directorship.
Consideration of employment conditions elsewhere in the Group
The Group aims to provide a remuneration package to all employees that is market competitive, complies with any statutory requirements
and is applied fairly and equitably across the employee population, taking into account local employment market condition s. The
committee considers the general basic salary increase being offered to employees elsewhere in the Group when annually reviewing the
salary increase and remuneration of the executive directors. Employees are not consulted in respect of board remuneration. The
committee also reviews general workforce remuneration and the alignment of incentives with Games Workshop’s culture to ensure it
remains appropriate.
Consideration of shareholder views
The committee takes into account shareholder feedback received on remuneration matters, including comments in relation to the
resolutions at the AGM in addition to any additional comments in correspondence received directly by the Company. The committee has
sought and will continue to engage directly with major shareholders on any material changes to be made to the policy.
45 Games Workshop Group PLC
REMUNERATION REPORT continued
Annual report on remuneration (subject to audit)
The tables below set out in a single figure the total remuneration, including each element, for each person who served as a director of the
Company during the financial periods ended 2 June 2024 and 28 May 2023.
53 weeks ended 2 June 2024
Pension
related
Total fixed
Sharesave
Exceptional
Total variable
Salary/fees
benefits
pay
option gain
Bonus Award
pay
Total
£000
£000
£000
£000
£000
£000
£000
Kevin Rountree
739
10
749
7
1,044
1,051
1,800
Rachel Tongue
490
10
500
7
696
703
1,203
John Brewis
175
-
175
-
-
-
175
Randal Casson
61
-
61
-
-
-
61
Mark Lam
61
-
61
-
-
-
61
Kate Marsh
61
-
61
-
-
-
61
Total
1,587
20
1,607
14
1,740
1,754
3,361
52 weeks ended 28 May 2023
Pension
related
Total fixed
Sharesave
Exceptional
Total variable
Salary/fees
benefits
pay
option gain
Bonus Award
pay
Total
£000
£000
£000
£000
£000
£000
£000
Kevin Rountree
715
5
720
-
675
675
1,395
Rachel Tongue
478
5
483
-
450
450
933
1
Elaine O’Donnell
84
-
84
-
-
-
84
John Brewis
96
-
96
-
-
-
96
2
Randal Casson
49
-
49
-
-
-
49
3
Mark Lam
8
-
8
-
-
-
8
Kate Marsh
54
-
54
-
-
-
54
Total
1,484
10
1,494
-
1,125
1,125
2,619
1
Elaine O’Donnell stepped down from the board on 31 December 2022
2
Randal Casson was appointed to the board on 1 July 2022
3
Mark Lam was appointed to the board on 11 April 2023
The figures in the single figure tables above are derived as follows:
Salary/fees - the amount of salary/fees received in the period including any additional salary due in excess of the pension tapering limits.
Pension related benefits - the cash value of pension contributions received by the executive directors. This includes the Company’s
contribution into the group personal pension scheme.
Sharesave gain - the difference between the share price on the date of exercise and the option price multiplied by the number of shares
exercised.
Exceptional Bonus Award - 100% of the maximum potential award of 150% of salary was accrued in relation to performance in 2023/24
and 67% in relation to 2022/23.
No taxable benefits, payments for loss of office or sharesave option benefits were paid during 2023/24 and 2022/23.
CEO remuneration
Total remuneration
2
Period
CEO
£000
% of maximum exceptional bonus award paid % of maximum profit share paid
2023/24
Kevin Rountree
1,800
100
n/a
2022/23
1,395
67
n/a
2021/22
1,327
60
n/a
2020/21
1,272
100
50
2019/20
667
20
100
1
2018/19
1,077
20
100
2017/18
438
100
100
2016/17
401
n/a
100
2015/16
402
n/a
-
2014/15
168
n/a
-
3
2014/15
Tom Kirby
291
n/a
-
1
Remuneration to Kevin Rountree included Exceptional Bonus Awards for 2017/18 (£410,000) and 2018/19 (£105,000).
2
Maximum profit share paid was between £250 and £1,000 per annum.
3
Tom Kirby stepped down as CEO on 31 December 2014 and Kevin Rountree was appointed CEO with effect from 1 January 2015.
46 Games Workshop Group PLC
Percentage change in directors’ remuneration
The table below shows how the percentage change in the directors’ salary/fees in 2023/24 and earlier years compares with the percentage
change in the average remuneration and Group Profit Share of all employees within the Group. The committee has selected the Group’s
entire staff population (excluding the directors) as these represent the most appropriate comparator.
4
5
6
7
Percentages
Wider workforce
Kevin Rountree
Rachel Tongue
John Brewis
Kate Marsh
Randal Casson
Mark Lam
Salary/fees
1
1
2023/24
5.8
3.1
3.1
82.3
13.0
24.5
662.5
2022/23
4.9
0.0
0.0
54.8
0.0
-
-
2
2
2021/22
4.1
10.2
16.3
11.7
3.0
-
-
2020/21
4.0
17.7
31.2
6.4
16.9
-
-
Bonus
8
2023/24
72.0
54.6
54.6
n/a
n/a
n/a
n/a
8
2022/23
6.8
11.2
11.1
n/a
n/a
-
-
8
2021/22
-18.7
-1.0
4.4
n/a
n/a
-
-
8
3
3
2020/21
78.2
483.8
546.7
n/a
n/a
-
-
Group Profit Share/
discretionary
payment
2023/24
50%
n/a
n/a
n/a
n/a
n/a
n/a
2022/23
14.3
n/a
n/a
n/a
n/a
-
-
2021/22
-30.0
n/a
n/a
n/a
n/a
-
-
2020/21
400.0
-50.0
-50.0
n/a
n/a
-
-
1
The increase in salary percentage in 2023/24 is a result of a salary increase on 1 January 2024 following a benchmarking exercise. The other changes in the
single figure table result from additional salary paid in respect of excess pension contributions as described on page 43.
2
The increase in salary percentage in both 2021/22 and 2020/21 is a result of a salary increase on 1 November 2020 following a benchmarking exercise.
3
The growth in bonus in 2020/21 was driven by reaching the threshold for ‘exceptional performance’ in the period, meaning 100% of the new base salary (as
noted above) was paid compared to 20% in the prior period.
4
John Brewis was appointed senior independent director on 1 January 2021 and was appointed non-executive chair on 1 January 2023.
5
Kate Marsh was appointed on 24 July 2019 and was appointed as remuneration committee chair on 11 April 2023.
6
Randal Casson was appointed on 1 July 2022 as both a non-executive director and chair of the audit and risk committee.
7
Mark Lam was appointed on 11 April 2023 and was appointed as senior independent director on 18 May 2023.
8
The bonus included within the wider workforce is only payable to a small number of employees.
The Group Profit Share payment to the CEO and CFO was £500 in 2020/21 and not applicable from 2021/22 onwards in accordance with
the change in remuneration policy at the 2021 AGM, meaning directors are no longer eligible for the Group Profit Share. The Group Profit
Share Scheme allows for a share of up to 10% of core operating profit.
Remuneration and Group Profit Share/discretionary bonus for the wider workforce have been calculated using the average exchange rates
in the respective periods.
CEO pay ratio
We publish our CEO pay ratio in accordance with the Companies (Miscellaneous Reporting) Regulations 2018. In order to calculate our CEO
pay ratios for 2023/24, we opted for Option A as this is the most statistically accurate method. For Option A, the total full time equivalent
(FTE) remuneration for all the Group’s UK employees for the relevant financial period is determined and those employees are r anked from
low to high, based on their total FTE remuneration. The employees whose remuneration places them at the 25th, 50th (median) and 75th
percentile points are then identified.
th
th
th
CEO
25
percentile 50
percentile 75
percentile
Total pay (£000)
1,800
29
33
40
Base salary (£000)
739
25
26
34
th
th
th
25
percentile 50
percentile 75
percentile
2023/24
48:1
43:1
36:1
2022/23
53:1
44:1
37:1
2021/22
56:1
46:1
35:1
2020/21
56:1
44:1
33:1
47 Games Workshop Group PLC
REMUNERATION REPORT continued
CEO pay ratio continued
To calculate these ratios, we determined the FTE pay and benefits for all UK employees in the financial period 2023/24 based on actual
earnings reports as at 2 June 2024. The pay and benefits used to calculate the ratios include basic salary, pension, bonus payments, Group
Profit Share, sharesave options and additional payments in relation to their role. Where an employee joined part way through the year, the
monthly FTE pay was calculated and applied to the months before they joined.
The multiple of the CEO’s remuneration, compared to percentiles within the workforce are considered by the committee when mak ing
judgements around executive reward. The committee accepts that the result of the remuneration policy will lead to the executive
directors’ remuneration being a considerable multiple, compared to other elements of the organisation. In reviewing executive
remuneration and the CEO multiple, the committee has taken a number of themes into account:
• One of the guiding principles of our policy is that in order to attract and retain talented staff we need to have remuneration which is in
line with what Games Workshop employees could earn in a broadly similar role in a broadly similar organisation. As this is true
throughout the organisation, it must also apply to our executive directors. The amount our executive directors could earn in other
organisations is available for all to read in the publicly available annual reports published by other companies in the FTSE. The absence
of LTIPs means that the potential total remuneration available to our executive directors is lower when compared to other companies
within the FTSE 250.
• Games Workshop has an established track record of internal promotion, blended with external recruits who fit with the organisation
and bring additional expertise. The fact that our executive directors have achieved these positions through internal promotion and
long service with the Company is evidence that others could do too. As noted earlier, Liz Harrison, who is nominated to be elected as a
new member of the board as group finance director, is an internal candidate.
• This multiple is clearly largest when compared to employees at the lower end of the pay spectrum, but this is moderated to some
extent by the Company’s decision to:
- pay the national living wage in the UK, regardless of age
- ensure that Exceptional Bonus Awards are not made to executive directors unless the Group Profit Share Scheme is also paid
- award the Group Profit Share equally, to all staff (excluding the executive directors), which represents a higher percentage
payment to lower paid staff.
We are satisfied that the ratios accurately reflect our approach to pay and benefits.
Share price changes
The directors’ remuneration does not vary depending on share price appreciation or depreciation.
Relative importance of spend on pay
The following table sets out the percentage change in dividends, profit attributable to owners and employee remuneration for the period
ended 2 June 2024, compared to the period ended 28 May 2023:
2024
2023
£m
£m
% change
Total staff costs
138.7
117.9
17.6
Profit attributable to owners
151.1
134.7
12.2
Dividends declared
138.3
136.5
1.3
Statement of voting at the last AGM
At the last AGM, significant votes on remuneration related resolutions were cast as follows:
Votes for
% of vote
Votes against
% of vote
Votes withheld
% of vote
To approve the remuneration report
22,231,249
89.1
2,649,572
10.6
71,737
0.3
The board of Games Workshop remains fully committed to shareholder engagement and welcomes ongoing dialogue with all investors.
Implementation statement
2023/24 represents the third period of implementation of the current executive remuneration policy, approved at the 2021 AGM as part of
a three-year cycle. The remuneration committee made decisions and applied discretion during the year, under the terms of this policy. A
summary of the remuneration arrangements in 2023/24 and how the policy will be applied in 2024/25 is set out below:
Salary - fixed pay
As discussed earlier, Alvarez & Marsal Tax LLP were employed to review executive remuneration during the year. The committee continues
to monitor executive directors’ rewards, relative to other companies and in doing so considers the various elements of ex ecutive benefits -
base salary, fixed pay, variable pay and total remuneration. The executive directors receive a pension contribution based on a percentage
of their base salary, which is equivalent to that available to the wider workforce.
The salary of Liz Harrison will be £390,000 per annum from the date of her appointment as group finance director.
48 Games Workshop Group PLC
Implementation statement continued
Variable pay
The maximum annual Exceptional Bonus Award opportunity is 150% of base salary for Kevin Rountree and Rachel Tongue and a maximum
of 100% for Liz Harrison, pro-rated for the period of appointment. The performance criteria are at the discretion of the remuneration
committee and as outlined earlier in the report on page 43.
Sharesave
A further award of options will be made under the new sharesave scheme during the year which is on the same basis as previous years and
available to all eligible employees.
Non-executive directors’ fees
As part of annual review, the executive directors and chair of the board review non-executive director fees against compensation
benchmarking. The remuneration committee reviews the fees for the non-executive chair, taking into account compensation
benchmarking. Non-executive directors received a 5% increase in base fees from 1 June 2023 and following an independent benchmarking
exercise, base fees will remain flat from 1 June 2024 but additional fees for committee chairs and the senior independent director will be
increased from £5,000 to £10,000 per annum. The chair fees will increase by 5% from 1 June 2024, rising to £183,750.
Stakeholder alignment and wider governance context
In order to align with the experience of shareholders, the executive directors are required to invest 67% of any cash bonus payments (post
tax) in the Company’s shares on the open market, after the results have been published and within 30 days. These shares are expected to
be held for at least three years. There is no dilution of shares, no compensation for taxation issues and Exceptional Bonus Award payments
to the executive directors are subject to clawback. The committee notes that there may be more tax efficient mechanisms to achieve this
share purchase, but the executives choose not to employ these alternatives, believing it inappropriate to use the Company’s t ax resources.
The Group Profit Share Scheme allows up to 10% of core operating profit, to be paid, equally, to all staff (other than the two executive
directors). These payments are also subject to the independent discretion of the remuneration committee, ensuring the variable elements
of the executive directors’ remuneration are completely aligned with the experience of the wider workforce.
In applying discretion to both the Exceptional Bonus Award and the Group Profit Share Scheme, the committee prevents formulai c
outcomes and strengthens the alignment of experience between awards to the executive directors, shareholders and the wider workforce.
Each of these stakeholders are considered by the committee before making the Exceptional Bonus Award to our executive directors.
When considering the potential payment of an Exceptional Bonus Award, as stated above in the overview, the committee applies
discretion to a suite of financial indicators including growth, margin, Group profit, earnings per share, cash generation and dividend
payments made. If performance against this basket of criteria is exceptional, the Group will have generated sufficient profit and cash to
have paid dividends to shareholders and appropriate cash payments to all staff under the Group Profit Share Scheme. There are currently
no elements of executive variable pay that are assigned to the achievement of specific non-financial goals. The committee’s view is that
progress with the implementation of strategic objectives, completion of particular projects or progress with ESG elements are fundamental
to our executive directors’ roles and the isolation of particular elements to attract specific reward might distract from the performance of
the business in the round or inadvertently emphasise the priorities of a particular stakeholder.
The committee notes the initiatives of other companies to use ESG targets as a mechanism to trigger an element of bonus awards. Our
decision not to do this should not be interpreted as a lack of commitment to ESG. In fact, Games Workshop’s long-established strategic
statement emphasises our intention ‘to do this forever’. This is such an entrenched part of Games Workshop’s ethos that we do not believe
that we should introduce specific targets which might distract from or emphasise particular elements of this intent. Our expectation is that
progress on ESG matters is covered by the base salary element of the remuneration package.
We are aware that the Code states that remuneration schemes should promote long-term shareholdings by executive directors to
support alignment with shareholder interests, with the Code stating that ‘share awards granted for this purpose should be released on a
phased basis and be subject to a total vesting and holding period of five years or more’. Our position remains that the benefits of granting
LTIP share awards ‘for this purpose’ are outweighed by the potential negative impact of LTIPs on the unique cu lture of Games Workshop.
In association with the remuneration committee’s judgement to retain a policy without LTIP share awards, we maintain our posi tion where
the executive directors are not subject to in-employment nor post-cessation minimum shareholding requirements. We have chosen not to
impose these conditions as, based on their conduct, long service and consistent outstanding performance, the committee is satisfied
that our executive directors’ behaviour is focused on the long-term and is aligned with shareholder interests. It should also be noted that
our executive directors must purchase shares at market rate from any bonus received, at a minimum level of 67% of that cash bonus post
tax. Executive directors are expected to hold such shares for three years.
Advisers
Alvarez & Marsal Tax LLP were employed to review executive and non-executive remuneration during 2023/24 at a cost of £27,000
(2022/23: nil).
49 Games Workshop Group PLC
REMUNERATION REPORT continued
Directors’ interests in shares of the Company (subject to audit)
The directors’ interests (including their families) in the shares of the Company were as follows:
As at 2 June 2024
As at 28 May 2023
Ordinary shares of 5p each
Ordinary shares of 5p each
Beneficial
Non-beneficial
Beneficial
Non-beneficial
Kevin Rountree
15,394
-
12,499
-
Rachel Tongue
3,691
-
9,561
-
John Brewis
213
-
213
-
Kate Marsh
708
-
378
-
Randal Casson
500
-
-
-
Mark Lam
200
-
-
-
Share options (subject to audit)
Share options granted to the directors under the sharesave scheme were as follows:
Number as at
Number as at
Exercise dates
Exercise
2 June 2024
28 May 2023
Exercised
Granted
Commencement Expiry
price
Kevin Rountree
-
252
252
-
Nov 2023
Apr 2024
£71.4627
215
-
-
215
Nov 2026
Apr 2027
£85.8933
Rachel Tongue
-
252
252
-
Nov 2023
Apr 2024
£71.4627
The options above were granted under the Games Workshop Group PLC 2015 Sharesave Scheme which grants options at a 20% discoun t
on the market price at grant. Participants save a fixed amount monthly for three years in order to fund the exercise of the option. At
exercise an individual may choose to exercise their option or have their savings repaid to them. This scheme is open to all eligible
employees and directors who satisfy a service qualification of at least three months. There are no performance targets associated with
these options. No other directors have been granted share options in the shares of the Company.
The aggregate gains of directors arising from any exercise of options granted within the sharesave scheme in 2023/24 were £7,000 for
Kevin Rountree (2022/23: £nil) and £7,000 for Rachel Tongue (2022/23: nil).
There were no movements in directors’ interests in shares of the Company between 2 June 2024 and the date of this report.
Performance graph
The graph below represents the comparative total shareholder return performance of the Company against that of the index of the FTSE
250 companies during the previous ten years. The index of the FTSE 250 companies has been used because the constituents of this index
most appropriately reflect the Company’s size when compared to alternative indices.
GAMES WORKSHOP
3,500
FTSE 250
3,000
2,500
2,000
1,500
1,000
500
0
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
On behalf of the board
Kate Marsh
Remuneration committee chair
29 July 2024
50 Games Workshop Group PLC
DIRECTORS’ RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the annual report and the Group and parent company financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare Group and parent company financial statements for each financial period. Under that law
they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and
applicable law and have elected to prepare the parent company financial statements on the same basis.
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 parent company and of the Group’s profit or loss for that period. In preparing each of the Group and
parent company financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable
• state whether they have been prepared in accordance with UK-adopted international accounting standards;
• assess the Group and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group or the parent company or to cease
operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent comp any’s
transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure
that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and
have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a strategic report, directors’ report, remuneration
report and corporate governance report that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Co mpany’s
website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule (‘DTR’) 4.1.16R, the financial statements will form part of the annual
financial report prepared under DTR 4.1.17R and 4.1.18R. The auditor’s report on these financial statements provides no assurance over
whether the annual financial report has been prepared in accordance with those requirements.
Responsibility statement of the directors in respect of the annual report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a
whole; and
• the strategic report includes a fair review of the development and performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that
they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and performance, business model and strategy.
On behalf of the board
Rachel Tongue
CFO
29 July 2024
51 Games Workshop Group PLC
COMPANY DIRECTORS AND ADVISERS
Directors
John Brewis, non-executive chair
Kevin Rountree, chief executive officer
Rachel Tongue, chief financial officer
Randal Casson, non-executive director
Mark Lam, senior non-executive director
Kate Marsh, non-executive director
Company secretary
Ross Matthews
Registered office
Willow Road, Lenton, Nottingham, NG7 2WS
Registered number
2670969
Financial advisers and stockbrokers
Peel Hunt LLP, 100 Liverpool Street, London, EC2M 2AT
Chartered accountants and independent statutory auditor
KPMG LLP, 1 Snow Hill, Queensway, Birmingham, B4 6GH
Registrar
Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA
52 Games Workshop Group PLC
INDEPENDENT AUDITOR’S REPORT
To the members of Games Workshop Group PLC
Our opinion is unmodified
We have audited the financial statements of Games Workshop Group PLC (“the Company”) for the 53-week period ended 2 June 2024
which comprise the consolidated income statement, consolidated statement of comprehensive income, balance sheets, consolidated and
Company statements of changes in total equity, consolidated and Company cash flow statements and the related notes, including the
accounting policies in note 2.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 2 June 2024 and
of the Group’s profit for the period then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting
standards and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our resp onsibilities
are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit
opinion is consistent with our report to the audit and risk committee.
We were first appointed as auditor by the shareholders on 15 September 2021. The period of total uninterrupted engagement is for three
financial periods ended 2 June 2024. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit
services prohibited by that standard were provided.
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. We summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion
above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those
procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the
purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that
opinion, and we do not provide a separate opinion on these matters.
The risk
Our response
Core revenue
Low risk, high value
For in-scope components our procedures included:
recognition
Core revenue relates to those channels that sell
• Test of detail: For certain revenue transactions, we
tangible product to external customers, through the
utilised a data driven transaction scoring tool. The tool
(Core Revenue -
Group’s network of retail stores, independent retailers
scores transactions as being Low, Medium, or High risk
£494.7 million
and online via the global web stores, in addition to
based on the characteristics of the individual
(2023: £445.4
those channels that provide the Group’s offering of
transactions using a combination of rules based and
million))
digital product either via the Group’s own web store or
machine learning algorithms. Medium and high risk
third-party online platforms and consists of 94% (2023:
transactions have been sampled in the period to match
Risk vs 2023:
95%) of the Group’s total revenue.
revenue recognised to appropriate supporting
◄►
documentation such as agreement to delivery note or
Professional standards require us to presume (unless
cash received.
Refer to page
rebutted) that the fraud risk from revenue recognition
• Test of detail: For the remaining revenue transactions
59
is a significant risk. Given that Core Revenue is
where revenue was not covered by the transaction
recognised at a point in time, is simple in nature and
scoring procedure described above, we substantively
individual sales are of high volume and low value
sampled the revenue in the period to match sales
(meaning that a large volume of sales transactions
invoices to related orders, dispatch notes and/or cash
would need to be misstated to result in a material
and/or trade debtors;
misstatement) we rebutted the presumption of a
We performed the detailed tests above rather than
significant risk due to fraud and we did not identify a
seeking to rely on any of the Group’s controls because our
significant risk of misstatement due to error either
knowledge of the design of these controls indicated that
during the period or at the period-end.
we would not be able to obtain the required evidence to
We continue to consider Core Revenue recognition to
support reliance on controls.
be a key audit matter as it is the main driver of the
Our results:
Group’s results and its size is reflected in the allocation
We found the recognition of core revenue to be
of our resources in planning and executing the audit.
acceptable (2023: acceptable).
53 Games Workshop Group PLC
INDEPENDENT AUDITOR’S REPORT continued
The risk
Our response
Recoverability
Low risk, high value
Our procedures included:
of parent
• Tests of detail: Comparing the carrying amount of all
company
The carrying amount of the parent company’s
investments with the relevant subsidiaries’ draft
investments in
investments in subsidiaries represents 21% (2023:
balance sheet to identify whether their net assets,
subsidiaries
33%) of the parent company’s total assets. Their
being an approximation of their minimum
recoverability is not at a high risk of significant
recoverable amount, were in excess of the carrying
(Investments
misstatement or subject to significant judgement.
amount of those investments.
£30.6 million
However, due to their materiality in the context of the
• Comparing valuations: For the investments where
(2023: £30.6
parent company financial statements, this is
the carrying amount exceeded the net asset value,
million),
considered to be the area that had the greatest effect
we compared the carrying amount of the investment
on our overall parent company audit.
with the expected value of the business based on 5-
Risk vs 2023:
year discounted cash flow forecasts to assess
◄►
whether the future profits of the business would
support the investment.
Refer to note 17
on pages 74 and
We performed the detailed tests above rather than
notes 20 and 21
seeking to rely on any of the Group’s controls because our
on pages 75 and
knowledge of the design of these controls indicated that
76
we would not be able to obtain the required evidence to
support reliance on controls.
Our results:
We found the Company’s conclusion that there is no
impairment of its investments in subsidiaries to be
acceptable (2023: acceptable).
Recoverability of receivables was identified as a KAM in FY23, however we do not consider there to be a risk of material misstatement relating
to expected credit losses from the counterparties in this period and therefore we have not identified a KAM in this period’s report.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £9.0m (2023: £8.5m), determined with reference to a benchmark of
Group profit before tax, of which it represents 4.4% (2023: 5.0%).
Materiality for the parent company financial statements as a whole was set at £1.2m (2023: £1.0m), determined with reference to a
benchmark of the parent company’s net assets, of which it represents 1.0% (2023: 1.4%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements as a whole.
Performance materiality was set at 75% (2023: 75%) of materiality for the financial statements as a whole, which equates to £6.75m (2023:
£6.40m) for the Group and £0.90m (2023: £0.75m) for the parent company. We applied this percentage in our determination of performance
materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the audit and risk committee any corrected or uncorrected identified misstatements exceeding £0.450m (2023:
£0.425m), in addition to other identified misstatements that warranted reporting on qualitative grounds.
Of the Group’s 56 (2023: 56) reporting components, we subjected 7 (2023: 6) to full scope audits for group purposes and none (2023: 2) to
specified risk-focused audit procedures over revenue. In the prior period, the latter were not financially significant enough to require a full-
scope audit for group purposes but did present specific individual risks that needed to be addressed. In the current period, 1 of these two
components has become a full scope component in our audit due to size, while the specific individual risk that needs to be addressed in the
1 remaining component is no longer considered to be present.
The components within the scope of our work accounted for 86% of total Group revenue (2023: 89%), 97% of Group profit before tax (2023:
96%) and 94% of total Group assets (2023: 94%).
The remaining 14% (2023: 11%) of total Group revenue, 3% (2023: 4%) of Group profit before tax and 6% (2023: 6%) of total Group assets is
represented by 49 (2023: 48) reporting components, none of which individually represented more than 5% (2023: 3%) of total Group revenue,
Group profit before tax or total Group assets. For the residual components, we performed analysis at an aggregated Group level to re-
examine our assessment that there were no significant risks of material misstatement within these.
The scope of the audit work performed was fully substantive as we did not rely upon the Group’s internal controls over financ ial reporting.
The work on all of the components, including the audit of the parent company, was performed by the Group team.
54 Games Workshop Group PLC
The impact of climate change on our audit
In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial st atements.
Taking into account the nature of the business operations of the Group, the potential increase in costs relating to decarbonisation, climate
related taxes and changes in regulations, we did not identify any risks that significantly impact our audit or key audit matters. We read the
climate related disclosures in the front half of the annual report and considered consistency with the financial statements and our audit
knowledge.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the parent
company or to cease their operations, and as they have concluded that the Group’s and the parent company’s financial position means
that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business
model and analysed how those risks might affect the Group’s and parent company’s financial resources or ability to continue operations
over the going concern period. The risk that we considered most likely to adversely affect the Group’s and parent company’s available
financial resources over this period was a loss of warehouse and production facilities.
We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible,
downside scenarios that could arise from these risks individually and collectively against the levels of available financial resources indicated
by the Group’s financial forecasts.
We assessed the completeness of the going concern disclosure.
Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is
appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s or parent company's ability to continue as a
going concern for the going concern period;
• we have nothing material to add or draw attention to in relation to the directors’ statement in note 2 to the financial statements on
the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and
parent company’s use of that basis for the going concern period, and we found the going concern disclosure in note 2 to be
acceptable; and
• the related statement under the UK Listing Rules set out on page 31 is materially consistent with the financial statements and our
audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the parent
company will continue in operation.
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (‘fraud risks’) we assessed events or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of directors, the audit and risk committee, internal audit and inspection of policy documentation as to the Group’s high-level
policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for
‘whistleblowing’, as well as whether they have knowledge of any actual, suspected or alleged fraud.
• Reading board, audit and risk committee, and remuneration committee minutes.
• Considering remuneration incentive schemes for executive directors; and
• Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards and taking into account possible pressures to meet profit targets, we perform procedures to address the
risk of management override of controls, in particular the risk that Group management may be in a position to make inappropriate
accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because core revenue is recognised
at a point in time, is simple in nature and individual sales are of high volume and low value (meaning that a large volume of sales
transactions would need to be misstated before resulting in a material error). Licensing revenue is also non-complex, with a small number
of non-judgmental transactions.
55 Games Workshop Group PLC
INDEPENDENT AUDITOR’S REPORT continued
Fraud and breaches of laws and regulations - ability to detect continued
Identifying and responding to risks of material misstatement due to fraud continued
We did not identify any additional fraud risks.
We performed procedures including:
• Identifying journal entries and other adjustments to test for all full scope components based on risk criteria and comparing the
identified entries to supporting documentation. These included postings to cash or to revenue with an unexpected pairing.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from
our general commercial and sector experience and through discussion with the directors and other management (as required by auditing
standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and
regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s
procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance
throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation
(including related companies legislation), distributable profits legislation, and taxation legislation and we assessed the extent of compliance
with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect
on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery and employment law. Auditing
standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and
other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not
disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in
the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For
example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement.
We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and
regulations
We have nothing to report on the other information in the annual report
The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion
on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as
explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the
information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work
we have not identified material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the directors’ report;
• in our opinion the information given in those reports for the financial period is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
56 Games Workshop Group PLC
Remuneration report
In our opinion the part of the remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosure s in respect
of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the directors’ confirmation set out on page 14 that they have carried out a robust assessment of the emerging and principal risks facing
the Group, including those that would threaten its business model, future performance, solvency and liquidity;
• the risks and uncertainties disclosures describing these risks and how emerging risks are identified, and explaining how they are being
managed and mitigated; and
• the directors’ explanation in the going concern and viability statement of how they have assessed the prospects of the Group, over what
period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of
their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the viability statement, set out on pages 26 and 27 under the Listing Rules. Based on the above procedures,
we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to th e Group’s
longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit
knowledge:
• the directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balance d and
understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, busin ess
model and strategy;
• the section of the annual report describing the work of the audit and risk committee, including the significant issues that the audit and
risk committee considered in relation to the financial statements, and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal c ontrol
systems.
We are required to review the part of the Corporate Governance Statement
relating to the Group’s compliance with the provisions of the
UK Corporate Governance Code specified by the UK Listing Rules for our review. We have nothing to report in this respect.
We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received
from branches not visited by us; or
• the parent company financial statements and the part of the Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 47, the directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the g oing concern
basis of accounting unless they either intend to liquidate the Group or the parent company or to cease operations, or have no realistic
alternative but to do so.
57 Games Workshop Group PLC
INDEPENDENT AUDITOR’S REPORT continued
Respective responsibilities continued
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does
not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and
Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been
prepared in accordance with those requirements.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the o pinions we have formed.
Anna Barrell (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
One Snow Hill
Snow Hill Queensway
Birmingham
B4 6GH
29 July 2024
58 Games Workshop Group PLC
CONSOLIDATED INCOME STATEMENT

|  |  | 53 weeks ended |  | 52 weeks ended
|  |  | 2 June 2024 |  | 28 May 2023
| Notes |  | £m |  | £m
Core revenue |  |  | 494.7 |  | 445.4
Licensing revenue |  |  | 31.0 |  | 25.4
Revenue | 4 |  | 525.7 |  | 470.8
Cost of sales |  |  | (151.2) |  | (149.2)
Core gross profit |  | 343.5 |  | 296.2 |
Licensing gross profit |  | 31.0 |  | 25.4 |
Gross profit |  |  | 374.5 |  | 321.6
Operating expenses | 4,5 |  | (172.7) |  | (151.4)
Core operating profit |  | 174.8 |  | 148.2 |
Licensing operating profit |  | 27.0 |  | 22.0 |
Operating profit |  |  | 201.8 |  | 170.2
Finance income | 7 |  | 2.5 |  | 1.3
Finance expenses | 8 |  | (1.3) |  | (0.9)
Profit before taxation | 9 |  | 203.0 |  | 170.6
Taxation | 10 |  | (51.9) |  | (35.9)
Profit attributable to owners of the parent |  |  | 151.1 |  | 134.7

Earnings per share for profit attributable to the owners of the parent during the period (expressed in pence per share):

| Notes | 53 weeks ended | 52 weeks ended
|  | 2 June 2024 | 28 May 2023
Basic earnings per ordinary share | 11 | 458.8p | 409.7p
Diluted earnings per ordinary share | 11 | 458.2p | 409.4p

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

|  | 53 weeks ended | 52 weeks ended
|  | 2 June 2024 | 28 May 2023
| Notes | £m | £m
Profit attributable to owners of the parent |  | 151.1 | 134.7
Other comprehensive income |  |  |
Exchange losses on translation of foreign operations | 29 | (0.6) | (1.5)
Other comprehensive income for the period |  | (0.6) | (1.5)
Total comprehensive income attributable to owners of the parent |  | 150.5 | 133.2

All items disclosed in the statements of comprehensive income will not be reclassified to the income statement.
As permitted by section 408 of the Companies Act 2006, the Company’s income statement and statement of comprehensive income have not been included
in these financial statements.
The notes on pages 63 to 84 are an integral part of these financial statements.
59 Games Workshop Group PLC
BALANCE SHEETS

|  |  | Group
|  | 2 June 2024 | 28 May 2023
| Notes | £m | £m
Non-current assets |  |  |
Goodwill | 13 | 1.4 | 1.4
Other intangible assets | 14 | 22.8 | 21.2
Property, plant and equipment | 15 | 56.5 | 55.7
Right-of-use assets | 16 | 46.1 | 48.9
Investments in subsidiaries | 17 | - | -
Deferred tax assets | 18 | 12.9 | 12.0
Non-current receivables | 20 | 19.7 | 13.6
|  | 159.4 | 152.8
Current assets |  |  |
Inventories | 19 | 42.2 | 33.0
Trade and other receivables | 21 | 37.8 | 36.3
Current tax assets |  | 4.3 | 14.5
Cash and cash equivalents | 22 | 107.6 | 90.2
|  | 191.9 | 174.0
Total assets |  | 351.3 | 326.8
Current liabilities |  |  |
Lease liabilities | 24 | (10.0) | (9.9)
Trade and other payables | 25 | (46.3) | (37.0)
Current tax liabilities |  | (1.2) | (0.4)
Provisions for other liabilities and charges | 27 | (0.9) | (0.9)
|  | (58.4) | (48.2)
Net current assets |  | 133.5 | 125.8
Non-current liabilities |  |  |
Lease liabilities | 24 | (37.2) | (40.0)
Other non-current liabilities | 26 | (0.7) | (0.5)
Deferred tax liabilities | 18 | (1.7) | (1.4)
Provisions for other liabilities and charges | 27 | (1.9) | (1.6)
|  | (41.5) | (43.5)
Net assets |  | 251.4 | 235.1
Capital and reserves |  |  |
Called up share capital | 28 | 1.6 | 1.6
Share premium account | 28 | 21.6 | 18.9
Other reserves | 29 | 0.8 | 1.4
Retained earnings |  | 227.4 | 213.2
Total equity |  | 251.4 | 235.1

Company
2 June 2024
28 May 2023
£m
£m
-
-
-
-
-
-
-
-
30.6
30.6
-
-
68.5
24.2
99.1
54.8
-
-
2.8
7.0
-
-
41.6
32.2
44.4
39.2
143.5
94.0
-
-
(3.0)
(2.4)
-
-
-
-
(3.0)
(2.4)
41.4
36.8
-
-
(20.0)
(20.6)
-
-
-
-
(20.0)
(20.6)
120.5
71.0
1.6
1.6
21.6
18.9
0.1
0.1
97.2
50.4
120.5
71.0
The Company’s profit after taxation for the 53 weeks ended 2 June 2024 is £183.9m (2023: £132.4m).
The notes on pages 63 to 84 are an integral part of these financial statements.
The financial statements on pages 59 to 84 were approved by the board of directors on 29 July 2024 and were signed on its behalf by:
Kevin Rountree, Director
Rachel Tongue, Director
Registered number 2670969
60 Games Workshop Group PLC
CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY

|  | Share |  |  |
| Called up | premium | Other reserves | Retained | Total
| share capital | account | (note 29) | earnings | equity
| £m | £m | £m | £m | £m
At 29 May 2022 and 30 May 2022 | 1.6 | 16.3 | 2.9 | 213.9 | 234.7
Profit for the 52 weeks to 28 May 2023 | - | - | - | 134.7 | 134.7
Exchange differences on translation of foreign operations | - | - | (1.5) | - | (1.5)
Total comprehensive income for the period | - | - | (1.5) | 134.7 | 133.2
Transactions with owners: |  |  |  |  |
Share-based payments | - | - | - | 1.0 | 1.0
Shares issued under employee sharesave scheme (note 28) | - | 2.6 | - | - | 2.6
Deferred tax debit relating to share options | - | - | - | (0.2) | (0.2)
Current tax credit relating to exercised share options | - | - | - | 0.3 | 0.3
Dividends paid to Company shareholders | - | - | - | (136.5) | (136.5)
Total transactions with owners | - | 2.6 | - | (135.4) | (132.8)
At 28 May 2023 and 29 May 2023 | 1.6 | 18.9 | 1.4 | 213.2 | 235.1
Profit for the 53 weeks to 2 June 2024 | - | - | - | 151.1 | 151.1
Exchange differences on translation of foreign operations | - | - | (0.6) | - | (0.6)
Total comprehensive income for the period | - | - | (0.6) | 151.1 | 150.5
Transactions with owners: |  |  |  |  |
Share-based payments | - | - | - | 1.2 | 1.2
Shares issued under employee sharesave scheme (note 28) | - | 2.7 | - | - | 2.7
Deferred tax credit relating to share options | - | - | - | 0.1 | 0.1
Current tax credit relating to exercised share options | - | - | - | 0.1 | 0.1
Dividends paid to Company shareholders | - | - | - | (138.3) | (138.3)
Total transactions with owners | - | 2.7 | - | (136.9) | (134.2)
At 2 June 2024 | 1.6 | 21.6 | 0.8 | 227.4 | 251.4

COMPANY STATEMENT OF CHANGES IN TOTAL EQUITY
Share
Called up
premium
Other reserves
Retained
Total
share capital
account
(note 29)
earnings
equity
£m
£m
£m
£m
£m
At 29 May 2022 and 30 May 2022
1.6
16.3
0.1
53.5
71.5
Profit for the 52 weeks to 28 May 2023
-
-
-
132.4
132.4
Total comprehensive income for the period
-
-
-
132.4
132.4
Transactions with owners:
Share-based payments
-
-
-
1.0
1.0
Shares issued under employee sharesave scheme (note 28)
-
2.6
-
-
2.6
Dividends paid to Company shareholders
-
-
-
(136.5)
(136.5)
Total transactions with owners
-
2.6
-
(135.5)
(132.9)
At 28 May 2023 and 29 May 2023
1.6
18.9
0.1
50.4
71.0
Profit for the 53 weeks to 2 June 2024
-
-
-
183.9
183.9
Total comprehensive income for the period
-
-
-
183.9
183.9
Transactions with owners:
Share-based payments
-
-
-
1.2
1.2
Shares issued under employee sharesave scheme (note 28)
-
2.7
-
-
2.7
Dividends paid to Company shareholders
-
-
-
(138.3)
(138.3)
Total transactions with owners
-
2.7
-
(137.1)
(134.4)
At 2 June 2024
1.6
21.6
0.1
97.2
120.5
The notes on pages 63 to 84 are an integral part of these financial statements.
61 Games Workshop Group PLC
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS

|  |  | Group
|  |  | 53 weeks ended 52 weeks ended
|  | 2 June 2024 | 28 May 2023
| Notes | £m | £m
Cash flows from operating activities |  |  |
Cash generated from operations | 30 | 237.9 | 231.7
UK corporation tax paid |  | (40.0) | (31.3)
Overseas tax paid |  | (1.7) | (7.7)
Net cash generated from operating activities |  | 196.2 | 192.7
Cash flows from investing activities |  |  |
Purchases of property, plant and equipment |  | (15.6) | (14.8)
Purchases of other intangible assets |  | (1.6) | (0.4)
Expenditure on product development | 14 | (15.4) | (13.1)
Interest received |  | 2.5 | 1.2
Net cash (used in)/generated from investing activities |  | (30.1) | (27.1)
Cash flows from financing activities |  |  |
Proceeds from issue of ordinary share capital | 28 | 2.7 | 2.6
Repayment of principal under leases | 24 | (11.8) | (11.8)
Lease interest paid | 24 | (1.1) | (0.9)
Interest paid |  | - | -
Dividends paid to Company shareholders | 12 | (138.3) | (136.5)
Net cash used in financing activities |  | (148.5) | (146.6)
Net increase in cash and cash equivalents |  | 17.6 | 19.0
Opening cash and cash equivalents |  | 90.2 | 71.4
Effects of foreign exchange rates on cash and cash equivalents |  | (0.2) | (0.2)
Closing cash and cash equivalents | 22 | 107.6 | 90.2

Company
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
143.6
135.0
-
-
-
-
143.6
135.0
-
-
-
-
-
-
3.0
2.0
3.0
2.0
2.7
2.6
-
-
-
-
(1.6)
(1.3)
(138.3)
(136.5)
(137.2)
(135.2)
9.4
1.8
32.2
30.4
-
-
41.6
32.2
The notes on pages 63 to 84 are an integral part of these financial statements.
62 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS
1. General information
Games Workshop Group PLC (the ‘Company’) and its subsidiaries (together the ‘Group’) designs and manufactures miniature figures and games and
distributes these through its own network of retail stores, independent retailers and online via the global web stores. The Group has manufacturing activities
in the UK and sells mainly in the UK, Continental Europe, North America, Australia, New Zealand and Asia . The Group also grants licences to third parties for
the development of video games and other products utilising the Group’s intellectual property.
The Company is a public listed company, incorporated and domiciled in the United Kingdom. The address of its registered office is Willow Road, Lenton,
Nottingham, NG7 2WS, United Kingdom.
The Company’s ordinary share capital is listed on the London Stock Exchange.
2. Summary of significant accounting policies
The principal accounting policies applied in these financial statements are set out below. These policies have been consistently applied to all the periods
presented, unless otherwise stated.
Basis of preparation
The Group and the Company have presented these financial statements rounded to the nearest £0.1m.
The financial statements of Games Workshop Group PLC have been prepared in accordance with UK-adopted International Accounting Standards and with
the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
The consolidated and Company financial statements are prepared in accordance with the historical cost convention.
Going concern
In adopting the going concern basis for preparing the financial statements, the directors have considered a base case going concern model, a continuation of
our current operations in line with budgeted growth, and then modelled a series of severe but plausible downside scenarios (see page 31). These scenarios
include the loss of the warehouses, the loss of production facilities, and a cyber attack. After making appropriate enquiries with the operational board, the
directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least twelve
months from the date of approval of the financial statements. For this reason, they continue to adopt the going concern basis in preparing the Group’s and
Company’s financial statements.
Basis of consolidation
The consolidated financial statements include the Company and its subsidiary undertakings drawn up for the 53 weeks ended 2 June 2024 and the 52 weeks
ended 28 May 2023. The period end date is defined as the nearest Sunday to 31 May each year. Subsidiaries are all entities over which the Group has
control. The Group controls an entity where 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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated on consolidation.
Accounting policies of subsidiaries are consistent with the policies adopted by the Group. Special purpose reporting information prepared under group
accounting policies of all subsidiaries to 2 June 2024 and 28 May 2023 has been used for consolidation purposes.
Goodwill
Goodwill arising on acquisition of subsidiaries represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net
identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is tested annually for impairment, or when an indicator of impairment
arises, and is carried at cost less accumulated impairment losses. Provision is made for any impairment by comparing the value in use to the net carrying
value. Goodwill is allocated to cash generating units for the purpose of impairment testing.
Other intangible assets
Development costs
Costs incurred in respect of product design and development activities are recognised as intangible assets when they meet the criteria of IAS 38 ‘Intangible
Assets’ and are wholly attributable to specific projects. Product development costs recognised as intangible assets are either amortised on a reducing
balance basis, with rates ranging from 65% to 80%, or are fully amortised in the month of the relevant product release. The selected amortisation method is
chosen to match the expenditure incurred to the expected revenue generated from the subsequent product release.
Computer software
Acquired computer software licences and related development expenditure are capitalised on the basis of the costs incurred to acquire and bring into use
the specific software. Where software is acquired under a cloud computing arrangement, only those costs incurred in developing a separate identifiable
asset owned and controlled by the Group, such as an interface between the Group’s systems, are capitalised. Computer software licences are held at cost
and amortised on a straight line basis over the expected useful lives of the assets. Costs associated with maintaining computer software programmes are
recognised as an expense as incurred. Software development costs that are directly attributable to the design and testing of identifiable and unique
products controlled by the Group are recognised as intangible assets when they meet the criteria of IAS 38 ‘Intangible Assets’. Other development
expenditure that does not meet these criteria is recognised as an expense as incurred.
The principal annual amortisation rates are:
% of cost
Core business systems computer software
10-33
Web store computer software
20
Other computer software
33-50
Other intangible assets
Intellectual property licences are capitalised on the basis of the costs incurred to acquire. Licences are amortised on a straight line basis over the licence
term.
63 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
2. Summary of significant accounting policies continued
Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and any provision for impairment. The cost of property, plant and
equipment is their purchase cost, together with any incidental costs of acquisition.
Depreciation is calculated over the expected useful economic lives of the assets concerned to write down to the assets’ resid ual value and commences from
the date the asset is available for use. The principal annual depreciation rates are:
Straight line %
Reducing balance %
of cost
of net book value
Freehold buildings
2-4
-
Plant and equipment and vehicles
15-50
-
Fixtures and fittings
20-25
-
Moulding tools - product specific
-
50
Moulding tools - non-product specific
25
-
Leasehold improvements are depreciated over the shorter of the useful economic life of the asset or the period of the lease. These assets are included
within fixtures and fittings. Freehold land is not depreciated.
Impairment of non-financial assets
Assets are tested for impairment in accordance with IAS 36 ‘Impairment of Assets’. For the purposes of assessing impairment, assets are grouped together at
the lowest levels for which there are separately identifiable cash flows. Discount rates reflecting the asset specific risks and the time value of money are
used for the value in use calculation.
Trade and licensing receivables
Trade and licensing receivables are recognised initially at fair value, which is typically the original invoice amount, and carried at amortised cost using the
effective interest method less loss allowance. The Group applies the IFRS 9 ‘Financial instruments’ simplified approach to measuring expected credit losses,
using a lifetime expected loss allowance for trade and licensing receivables based on risk factors as assessed by the Group.
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group completes its performance
obligation by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised
for the earned consideration.
Leases
At the lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at
cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle
and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use
asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist under IAS 36 ‘Impairment of
Assets’.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not
exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain
to be extended (or not terminated).
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the
Group’s incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment
or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in
the right-of-use asset on the balance sheet, or income statement if the right-of-use asset is already reduced to zero.
Where a store continues to be occupied post lease end date, these stores will be accounted for as a short-term lease and directly expensed to the income
statement.
The Group has calculated and applied the incremental borrowing rate (‘IBR’) to its future cash flows to determine the lease liability. The incremental
borrowing rate has been defined by the standard as ‘the rate of interest that a lessee would have to pay to borrow over a similar term, and with similar
security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar environment’. The Group has no external borrowing,
therefore a credit risk spread approach has been used to calculate the IBR, which combines the risk-free security rate and a corporate security rate in each
economic environment in which the Group has a lease, linked to the life of the underlying lease agreement.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less, and leases
of low-value assets. The lease payments associated with these leases are recognised as expenses on a straight-line basis over the lease term.
64 Games Workshop Group PLC
2. Summary of significant accounting policies continued
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is determined using a standard costing method taking into account variances. In
respect of finished goods, cost includes raw materials, direct labour, other direct costs and related production overheads based on a normal level of
production. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Where necessary,
provisions are made for obsolete, slow moving and defective inventories.
Foreign currency translation
The consolidated financial statements are presented in sterling, which is the Company’s functional and presentation currency. Items included in the financial
statements of each of the group entities are measured using the currency of the primary economic environment in which the entity operates (the functional
currency). Monetary assets and liabilities expressed in currencies that are not the functional currency are translated into the functional currency at rates of
exchange ruling at the balance sheet date. The financial statements of overseas subsidiary companies prepared in functional currencies other than sterling
are translated into sterling as follows:
- Assets and liabilities are translated at the closing rate at the date of the balance sheet;
- Income and expenses are translated at the average rate for the period;
- All resulting exchange differences are recognised as a separate component of equity.
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise deposits with banks and bank and cash balances, net of overdrafts where
there is a legally enforceable right of offset.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities (deferred income) are recognised as revenue when
the Group performs under the contract.
Other employment benefits
Pension costs
The Group operates defined contribution schemes and a group personal pension plan. Pension contributions are charged to the income statement as they
accrue. There are no further obligations to the Group once payment has been made.
Long service benefits
The Group operates a long service incentive scheme under which employees receive a one off additional holiday entitlement of two weeks when they reach
10, 20, 30 and 40 years’ service (Veterans scheme). The costs of these benefits are accrued over the period of employment based on expected staff
retention rates and the anticipated future employment costs discounted to present value.
S hare-based payments
The Group operates a number of equity-settled employee sharesave schemes. The fair value of the employee services received, measured at grant date in
exchange for the grant of the awards, is recognised as an expense in the income statement, with the corresponding credit being recorded in retained
earnings within equity over the vesting period. The total amount to be expensed over the vesting period is determined by reference to the fair value of the
awards granted. At each balance sheet date, the Group revises its estimates of the number of awards that are expected to vest. The Group recognises the
impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity, in periods in which the estimates are
revised. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options are
exercised.
Investments
Shares and loans in subsidiary undertakings are stated at cost less provision for impairment.
Revenue
Core revenue
Revenue, which excludes value added tax and sales between group companies, represents the invoiced value of goods supplied (net of trade discounts for
sales to independent retailers). Revenue is recognised on dispatch of goods to the customer for sales via the global web stores and for sales to independent
retailers. The fulfilment of the performance obligation of the contract with the customer is achieved on delivery. The difference in timing of recognition of
revenue and the fulfilment of the delivery has been considered and does not have a material effect on the financial statements. For revenue earned through
the Group’s retail stores and for digital products, revenue is recognised at the point of sale. Payment of the transaction price is due in line with agreed
customer credit terms. Revenue for subscriptions is recognised on a straight line basis over the subscription period.
Revenue on goods sold to customers on a sale or return basis (which includes book sales) is recognised after making full provision for the level of expected
returns, based on past experience. The level of returns is reviewed on a regular basis and the provision is amended accordingly. Revenue on a sale or return
basis represents no more than 1% of consolidated revenue (2023: no more than 3%). We do not recognise any asset value in respect of these returns as they
are not material.
65 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
2. Summary of significant accounting policies continued
Revenue continued
Licensing revenue
Licensing revenue represents amounts invoiced to licensees for use of the Group’s intellectual property (‘IP’). This includes both minimum royalty
guarantees charged on granting use of the intellectual property to licensees, and additional royalty income earned as a share of the licensee’s sales of games
and products which include use of the Group’s IP.
Where a licensing agreement includes minimum royalty guarantee income, an assessment of the Group’s performance obligations is made, and whether the
agreement represents a right to use, or a right to access the Group’s intellectual property. Currently, all existing licensing agreements are considered to be a
right to use the Group’s intellectual property. The performance obligations of these agreements have been met in granting use of the Group’s existing
intellectual property and minimum royalty guarantee income revenue is recognised in full at inception of the contract. Additional royalty income is
recognised in the income statement when it can be reliably measured by reference to the underlying licensee performance as notified to the Group by the
licensee.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive
directors.
Taxation
The charge for current tax is based on the results for the period as adjusted for items which are non-assessable or disallowed. It is calculated using rates that
have been enacted or substantively enacted by the balance sheet date.
Deferred taxation is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying
amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit. In principle, deferred
tax liabilities are 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 which affects neither
the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at
the rates that are expected to apply when the asset or liability is settled. Deferred tax is charged or credited in the income statement, except where it relates
to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
Dividends
Dividend distributions are recognised in the financial statements in the period in which they are paid.
Provision for liabilities and charges
Provisions are recognised in accordance with IAS 37 ‘Provisions, Contingent Assets and Contingent Liabilities’. Provisions ar e made for property dilapidations
where a legal obligation exists. The estimated employee benefit liability arising from the Veterans scheme is classified in accordance with IAS 19 ‘Employee
Benefits’ within provisions. Amounts relating to employees who reach 10, 20, 30 or 40 years’ service in more than one year are classified as non-current.
Provisions are made for redundancy costs once the employees affected have a valid expectation that their roles will become redundant.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
Financial instruments
All financial assets are classified as ‘financial assets at amortised cost’ and financial liabilities as ‘financial liabilities at amortised cost’ in accordance with IFRS
9. Management determines the classification of its financial assets and liabilities at initial recognition.
Critical accounting estimates and judgements
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and disclosure of contingencies at the balance sheet date. If in future such estimates and assumptions, which are
based on management’s best judgement at the date of the consolidated financial statements, deviate from actual circumstances, the original estimates and
assumptions will be modified, as appropriate, in the period in which the circumstances change.
Management do not consider there to be any critical accounting estimates or judgements that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial period.
66 Games Workshop Group PLC
3. Changes in accounting policies
The Group has applied the following amendments for the first time in the financial statements:
- ‘Disclosure of Accounting Policies’ (Amendments to IAS 1 and IFRS Practice Statement 2);
- ‘Deferred Tax relating to assets and liabilities arising from a single transaction’ (Amendments to IAS 12).
The application of these new standards and amendments did not have a material impact on the financial statements. The Group considers that there are no
other new accounting standards, amendments or interpretations issued, but not yet applicable, which have had, or are expected to have a significant effect
on the financial statements.
4. Segment information
As Games Workshop is a vertically integrated business, management assesses the performance of sales channels and manufacturing and distribution
channels separately. Share-based payment charges and Group Profit Share Scheme charges to employees have all been included in core operating expenses.
As at 2 June 2024, Games Workshop has two segments, core and licensing:
- Core: the core segment includes all revenue and expenditure relating to the design, manufacture and sales of our fantasy miniatures and related
products. It also includes the revenue and expenditure related to Warhammer+.
- Licensing: the licensing segment includes all revenue and expenditure relating to licences granted to external partners.
We provide further information on revenue within the core segment below. The core segment has been divided into channels as follows:
- Trade: this sales channel sells globally to independent retailers, agents and distributors. It also includes the Group’s magazine newsstand business and
the distributor sales by the Group’s publishing business (Black Library).
- Retail: this includes sales through the Group’s retail stores, the Group’s visitor centre in Nottingham and global events.
- Online: this includes sales through the Group’s global web stores, our online subscription service (Warhammer+) and digital sales through external
affiliates.
- Design, manufacturing, logistics and operations, which includes costs for:
- the Warhammer Studio (that creates all of the IP and the associated miniatures, artwork, games and publications);
- the production facilities;
- the warehouses and logistics costs;
- charges for inventory provisions. This includes adjustments for the profit in stock arising from inter-segment sales; and
- support services (marketing, IT, accounting, payroll, personnel, procurement, legal, health and safety, customer services and credit control)
provided to activities across the Group;
- Group: this includes the Company’s overheads.
The chief operating decision-maker, identified as the executive directors, assesses the performance of each segment based on segmental operating profit.
This has been reconciled to the Group’s total profit before taxation below.
Core
Licensing
Total
2024
2023
2024
2023
2024
2023
£m
£m
£m
£m
£m
£m
Trade
288.4
248.0
-
-
288.4
248.0
Retail
115.6
106.4
-
-
115.6
106.4
Online
90.7
91.0
-
-
90.7
91.0
Licensing
-
-
31.0
25.4
31.0
25.4
Revenue
494.7
445.4
31.0
25.4
525.7
470.8
Cost of sales
(151.2)
(149.2)
-
-
(151.2)
(149.2)
Gross profit
343.5
296.2
31.0
25.4
374.5
321.6
Trade
(13.9)
(11.8)
-
-
(13.9)
(11.8)
Retail
(65.4)
(61.7)
-
-
(65.4)
(61.7)
Online
(12.0)
(15.6)
-
-
(12.0)
(15.6)
Design, manufacturing, logistics and operations
(52.4)
(41.4)
-
-
(52.4)
(41.4)
Licensing
-
-
(4.0)
(3.4)
(4.0)
(3.4)
Group
(5.5)
(4.9)
-
-
(5.5)
(4.9)
Share-based payment charge
(1.1)
(1.0)
-
-
(1.1)
(1.0)
Group Profit Share Scheme
(18.4)
(11.6)
-
-
(18.4)
(11.6)
Operating expenses
(168.7)
(148.0)
(4.0)
(3.4)
(172.7)
(151.4)
Operating profit
174.8
148.2
27.0
22.0
201.8
170.2
Finance income
2.5
1.3
-
-
2.5
1.3
Finance costs
(1.3)
(0.9)
-
-
(1.3)
(0.9)
Profit before tax
176.0
148.6
27.0
22.0
203.0
170.6
67 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
4. Segment information continued
Revenue analysis
Segment revenue and segment profit include transactions between business segments; these transactions are eliminated on consolidation. Sales between
segments are carried out at arm’s length. The revenue from external parties reported to the executive directors is measured in a manner consistent with
that in the income statement. Sales regions analysed within the segments reported to the executive directors differ from the analysis of sales by customer
geography, due to the categorisation of some European and Asian customers. For information, core external revenue is analysed further below:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Trade
UK and Continental Europe
125.4
105.0
North America
124.4
112.8
Australia and New Zealand
16.6
14.3
Asia
15.0
10.4
Rest of world
4.7
3.4
Black Library
2.3
2.1
Total Trade
288.4
248.0
Retail
UK
34.3
32.1
Continental Europe
24.4
21.1
North America
45.1
41.0
Australia and New Zealand
8.4
9.4
Asia
3.4
2.8
Total Retail
115.6
106.4
Online
UK
17.4
16.2
Continental Europe
14.3
15.6
North America
32.3
35.7
Australia and New Zealand
3.8
4.1
Asia
0.8
0.6
Rest of world
0.8
1.0
Total Online (excluding digital)
69.4
73.2
Digital
21.3
17.8
Total Online
90.7
91.0
Total external core revenue
494.7
445.4
External core revenue analysed by customer geographical location is as follows:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
UK
107.1
97.2
Continental Europe
117.7
104.8
North America
216.6
197.4
Australia and New Zealand
30.1
28.9
Asia
19.9
14.7
Rest of world
3.3
2.4
External core revenue
494.7
445.4
The Group is not reliant on any one individual customer.
Analysis of costs
Operating profit as reported above includes impairment, depreciation and amortisation charges as follows:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Core
41.6
43.1
Licensing
-
-
Total group charges for impairment, depreciation and amortisation
41.6
43.1
Operating expenses were previously analysed by channel. All channels previously analysed are included in the core segment .
68 Games Workshop Group PLC
4. Segment information continued
Non-current asset analysis
Non-current assets (excluding deferred tax and non-current financial instruments) located within the UK were £88.3m (2023: £95.2m) and all other countries
were £38.5m (2023: £32.0m). Tangible, intangible and right-of-use asset additions included within the UK were £31.0m (2023: £26.8m) and all other
countries were £11.6m (2023: £13.6m).
Other non-cash charges
Other non-cash charges and significant costs included in operating profit are as follows:
Redundancy costs and compensation
Charge to inventory provisions
for loss of office
53 weeks ended
52 weeks ended
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
2 June 2024
28 May 2023
£m
£m
£m
£m
Core
(5.8)
(8.0)
(0.4)
(0.7)
Licensing
-
-
-
(0.4)
Total group charge
(5.8)
(8.0)
(0.4)
(1.1)
5. Operating expenses
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Selling costs
86.2
77.3
Administrative expenses
86.5
74.1
172.7
151.4
6. Directors and employees
Group
Company
53 weeks ended
52 weeks ended
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
2 June 2024
28 May 2023
£m
£m
£m
£m
Total directors’ and employees’ costs:
Wages and salaries
121.3
102.7
3.7
3.1
Social security costs
11.4
9.9
0.2
0.2
Other pension costs
4.9
4.3
-
-
Share-based payment
1.1
1.0
-
-
138.7
117.9
3.9
3.3
Details of capitalised salary costs, included in the above, are provided in note 14. Redundancy costs and compensation for loss of office, not included in the
above, are provided in note 9.
This includes performance related elements of salary costs and payments under the Group Profit Share Scheme to employees of £23.2m (2023: £14.6m).
Key management compensation
The directors of the Group are considered to be the key management personnel of the Group. The remuneration of the directors of the Group is set out
below in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures’.
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Short-term employee benefits
3.4
2.6
Share-based payments
-
-
3.4
2.6
In the period, there were two directors (2023: two) to whom retirement benefits were accruing in respect of money purchase schemes. Further information
relating to directors’ emoluments, shareholdings and share options is disclosed in the remuneration report on pages 40 to 50.
Employee numbers
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
Group
No.
No.
Monthly average full time equivalent number of employees (including directors) by activity:
Design and development
315
295
Production and warehousing
792
714
Selling:
- Full time
993
970
- Part time
77
80
Services
629
586
2,806
2,645
The monthly average number of employees for the Company was three (2023: six) and there were four non-executive directors (2023: four).
69 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
7. Finance income
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Interest income:
- On cash and cash equivalents
2.5
1.3
2.5
1.3
8. Finance expenses
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Interest expense:
- Interest expense on lease liabilities
1.1
0.9
- Other interest
0.2
-
1.3
0.9
9. Profit before taxation
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
Notes
£m
£m
Profit before taxation is stated after charging:
Depreciation:
- - Owned property, plant and equipment
15
14.4
13.7
- Right-of-use assets
16
11.9
11.9
Amortisation:
- - Owned computer software
14
1.7
1.8
- - Development costs
14
10.8
12.1
- - Other intangible assets
14
0.2
-
Impairment of computer software
14
1.7
0.7
Impairment of development costs
14
0.9
2.9
Employee and agency staff costs (excluding capitalised salary costs shown in note 14)
135.8
115.8
Cost of inventories included in cost of sales
61.2
56.0
Inventory provision creation
19
5.8
8.0
Unrealised and realised exchange losses
2.0
0.2
Loss on disposal of tangible assets
15
0.1
0.1
Loss on disposal of intangible assets
14
-
0.2
Redundancy costs and compensation for loss of office
0.4
1.1
Auditor’s remuneration and services provided
Services provided by the Group’s auditor and network firms are analysed as follows:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Audit services
- Audit of the Group and Company’s financial statements
0.6
0.6
Other services
The audit of the Company’s subsidiaries pursuant to legislation
-
-
Total services provided
0.6
0.6
There are no audit-related assurance services provided by the Group’s auditor for the current or prior periods.
70 Games Workshop Group PLC
10. Taxation
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Current UK taxation:
- UK corporation tax on profits for the period
48.1
25.1
Adjustments to tax charge in respect of prior periods
1.3
0.6
49.4
25.7
Current overseas taxation:
- Overseas corporation tax on profits for the period
5.0
3.6
Adjustments to tax charge in respect of prior periods
(1.7)
(0.9)
Total current taxation
52.7
28.4
Deferred taxation:
Origination and reversal of timing differences
(1.1)
6.4
Adjustments to tax charge in respect of prior periods
0.3
1.1
Tax expense recognised in the income statement
51.9
35.9
Current tax credit relating to sharesave scheme
(0.1)
(0.3)
Deferred tax (credit)/debit relating to sharesave scheme
(0.1)
0.2
Credit taken directly to equity
(0.2)
(0.1)
The tax on the Group’s profit before taxation differs in both periods presented from the standard rate of corporation tax in the UK as follows:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Profit before taxation
203.0
170.6
Profit before taxation multiplied by the rate of corporation tax in the UK of 25% (2023: blended 20%)
50.8
34.1
Effects of:
Items not deductible/(assessable) for tax purposes
0.8
(0.4)
Different tax rates on overseas earnings
0.2
0.9
Tax rate changes
0.2
0.5
Adjustments to tax charge in respect of prior periods
(0.1)
0.8
Total tax charge for the period
51.9
35.9
The UK corporation tax rate increased from 19% to 25% from 1 April 2023. Items not assessable for tax purposes in the prior period include the UK’s super
deduction for fixed asset additions as well as tax relief for other taxes paid.
11. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue
during the period.
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
Profit attributable to owners of the parent (£m)
151.1
134.7
Weighted average number of ordinary shares in issue (thousands)
32,935
32,881
Basic earnings per share (pence per share)
458.8
409.7
Diluted earnings per share
The calculation of diluted earnings per share has been based on the profit attributable to owners of the parent and the weighted average number of shares
in issue throughout the period, adjusted for the dilutive effect of share options outstanding at the period end.
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
Profit attributable to owners of the parent (£m)
151.1
134.7
Weighted average number of ordinary shares in issue (thousands)
32,935
32,881
Adjustment for share options (thousands)
42
17
Weighted average number of ordinary shares for diluted earnings per share (thousands)
32,977
32,898
Diluted earnings per share (pence per share)
458.2
409.4
12. Dividends per share
Dividends of £47.7m (145 pence per share), £16.5m (50 pence per share), £39.5m (120 pence per share), and £34.6m (105 pence per share) were declared
and paid during the current period.
Dividends of £29.6m (90 pence per share), £9.8m (30 pence per share), £14.8m (45 pence per share), £42.8m (130 pence per share) and £39.5m (120 pence
per share) were declared and paid during the prior period.
For the purpose of demonstrating that there were sufficient distributable reserves for dividend payments, interim financial statements for the Company
were prepared and filed at Companies House in August 2023, October 2023, January 2024, and April 2024.
71 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
13. Goodwill
2024
2023
Group
£m
£m
Cost at beginning and end of period
2.4
2.4
Accumulated amortisation at beginning and end of period
(1.0)
(1.0)
Net book value at beginning and end of period
1.4
1.4
The Company had no goodwill at either period end.
Impairment tests for goodwill
In accordance with the requirements of IAS 36 ‘Impairment of Assets’ the Group completed a review of the carrying value of goodwill as at each period end.
The impairment review was performed to ensure that the carrying value of the Group’s assets are stated at no more than their recoverable amount, being
the higher of fair value less costs of disposal and value in use. The key assumptions for the recoverable amount of the goodwill are the long-term growth
rate and the discount rate. The long-term growth rate used is purely for the impairment testing of goodwill under IAS 36 ‘Impairment of Assets’ and does not
reflect the long term planning assumptions used by the Group for any other assessments. In determining the value in use, the calculations use cash flow
projections for a period no greater than three years based on plans approved by management and, for the Group’s cash-generating unit concerned, assumes
a long-term growth rate no higher than 2% (2023: 2%). The estimated future cash flows expected to arise from the continuing use of the assets were
calculated using discount rates ranging from 1.2% to 2.7% (2023: 2.2% to 4.9%).
Management reviewed the planned sales growth and gross margin on the investment in future product releases and initiatives currently being undertaken,
to deliver the expected future performance. Goodwill is allocated to the Group’s cash-generating units (CGUs) for impairment testing. All of the current
goodwill arises in the product and supply segment. Sensitivity analysis has not been disclosed in these financial statements since management consider that
there is no reasonably possible change in the key assumptions that would cause the carrying value of goodwill to fall below its recoverable amount.
14. Other intangible assets
Computer
Development
Other intangible
software
costs
assets
Total
Group
£m
£m
£m
£m
Cost
At 29 May 2022 and 30 May 2022
22.7
58.9
-
81.6
Additions
0.4
13.1
-
13.5
Disposals
(0.7)
(24.8)
-
(25.5)
Reclassifications
(0.2)
-
-
(0.2)
At 28 May 2023 and 29 May 2023
22.2
47.2
-
69.4
Additions
0.4
15.4
1.2
17.0
Disposals
(9.3)
(3.6)
-
(12.9)
Exchange differences
(0.1)
-
-
(0.1)
At 2 June 2024
13.2
59.0
1.2
73.4
Accumulated amortisation
At 29 May 2022 and 30 May 2022
(15.7)
(40.3)
-
(56.0)
Amortisation charge
(1.8)
(12.1)
-
(13.9)
Impairment
(0.7)
(2.9)
-
(3.6)
Disposals
0.7
24.6
-
25.3
At 28 May 2023 and 29 May 2023
(17.5)
(30.7)
-
(48.2)
Amortisation charge
(1.7)
(10.8)
(0.2)
(12.7)
Impairment
(1.7)
(0.9)
-
(2.6)
Disposals
9.3
3.6
-
12.9
At 2 June 2024
(11.6)
(38.8)
(0.2)
(50.6)
Net book amount
28 May 2023
4.7
16.5
-
21.2
2 June 2024
1.6
20.2
1.0
22.8
Amortisation of £11.3m (2023: £12.1m) has been charged in cost of sales and £1.4m (2023: £1.8m) in operating expenses.
The net book amount of internally generated intangible assets is £17.1m (2023: £17.4m) and acquired intangible assets is £5.7m (2023: £3.8m). The net
book amount of internally generated development costs is £17.1m (2023: £14.7m). £16.6m (2023: £14.2m) is capitalised salary costs.
Salary costs of £9.4m (2023: £8.1m) were capitalised as part of development costs during the period.
Assets in the course of development, and not amortised, amount to £0.6m (2023: £0.1m) with current and prior period amounts both being included within
computer software.
An impairment loss of £0.9m (2023: £2.9m) has been recognised in relation to animation development costs. This has been charged to cost of sales.
An impairment loss of £1.7m (2023: £0.7m) has been recognised in relation to alterations required to previously capitalised elements of software. This has
been charged to operating expenses.
Other intangible assets of £1.2m were capitalised during the period in respect of intellectual property licenses from third parties.
The Company had no other intangible assets at either period end.
72 Games Workshop Group PLC
15. Property, plant and equipment
Freehold
Plant and
Fixtures
land and
equipment
and
Moulding
buildings
and vehicles
fittings
tools
Total
Group
£m
£m
£m
£m
£m
Cost
At 29 May 2022 and 30 May 2022
30.4
41.3
30.8
48.2
150.7
Additions
0.1
4.3
3.0
6.8
14.2
Exchange differences
-
0.1
0.1
-
0.2
Disposals
-
(0.6)
(0.4)
-
(1.0)
Reclassifications
0.3
(1.2)
1.1
-
0.2
At 28 May 2023 and 29 May 2023
30.8
43.9
34.6
55.0
164.3
Additions
-
5.4
3.2
7.0
15.6
Exchange differences
-
(0.2)
(0.5)
-
(0.7)
Disposals
(0.1)
(4.2)
(1.8)
(0.5)
(6.6)
Reclassifications
0.3
2.7
(3.0)
-
-
At 2 June 2024
31.0
47.6
32.5
61.5
172.6
Accumulated depreciation
At 29 May 2022 and 30 May 2022
(8.7)
(24.5)
(22.9)
(39.6)
(95.7)
Charge for the period
(0.5)
(5.3)
(3.0)
(4.9)
(13.7)
Exchange differences
-
-
(0.1)
-
(0.1)
Disposals
-
0.5
0.4
-
0.9
At 28 May 2023 and 29 May 2023
(9.2)
(29.3)
(25.6)
(44.5)
(108.6)
Charge for the period
(0.5)
(5.1)
(3.1)
(5.7)
(14.4)
Exchange differences
-
0.1
0.3
-
0.4
Disposals
0.1
4.1
1.8
0.5
6.5
Reclassifications
(0.2)
(0.8)
1.2
(0.2)
-
At 2 June 2024
(9.8)
(31.0)
(25.4)
(49.9)
(116.1)
Net book amount
28 May 2023
21.6
14.6
9.0
10.5
55.7
2 June 2024
21.2
16.6
7.1
11.6
56.5
Depreciation expense of £11.2m (2023: £10.8m) has been charged in cost of sales, £1.8m (2023: £1.5m) in selling costs and £1.4m (2023: £1.4m) in
administrative expenses. Freehold land amounting to £8.3m (2023: £8.3m) has not been depreciated.
Assets in the course of construction, and not depreciated, amount to £8.1m (2023: £6.1m). £3.2m (2023: £4.0m) of these are included in moulding tools,
£3.9m (2023: £1.1m) is included in plant and equipment and vehicles and £1.0m (2023: £1.0m) is included in fixtures and fittings above.
The Company held no property, plant and equipment at either period end.
16. Right-of-use assets
2024
2023
Group
£m
£m
Net book value at beginning of period
48.9
48.1
Additions
9.9
12.7
Disposals
-
(0.1)
Exchange differences
(0.8)
0.1
Depreciation charge
(11.9)
(11.9)
46.1
48.9
The net book value at end of the period can be analysed as follows:
2024
2023
Group
£m
£m
Buildings
45.8
48.8
Plant and equipment and vehicles
0.3
0.1
46.1
48.9
The Company held no right-of-use assets at either period end.
Depreciation charged on right-of-use assets during the period was as follows:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
£m
£m
Buildings
11.7
11.8
Plant and equipment and vehicles
0.2
0.1
11.9
11.9
73 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
17. Investments in subsidiaries
2024
2023
Company
£m
£m
Shares in group undertakings - cost
Beginning of period and end of period
30.6
30.6
Investments in group undertakings are stated at cost less any provision for impairment.
A list of subsidiary undertakings is given below.
Interests in group undertakings
Proportion of nominal
value of issued shares
held by:
Description of
Subsidiary
Name of undertaking
Registered address of undertaking
shares held
Company
company
Principal business activity
Games Workshop Limited
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Manufacturer, distributor and
NG7 2WS, UK
retailer of games and miniatures
Games Workshop Retail Inc.
6211 East Holmes Road, Memphis,
$1 common
100%
Distributor and retailer of games
Tennessee, 38141, USA
stock
and miniatures
Games Workshop (Queen
3251 Yonge Street, Toronto, Ontario,
Can $1
100%
Retailer of games and miniatures
Street) Limited
M4N 2L5, Canada
EURL Games Workshop
10, Rue Joseph Serlin, Lyon, 69001, France
€1
100%
Retailer of games and miniatures
Games Workshop SL
Aragón 208-210, Planta 4 Puerta 1 08011
€1
100%
Retailer of games and miniatures
Barcelona, Spain
Games Workshop Oz Pty
23 Liverpool Street, Ingleburn,
Aus $1
100%
Distributor and retailer of games
Limited
New South Wales 2565, Australia
and miniatures
Games Workshop Deutschland
Am Wehrhahn 32, 40211 Düsseldorf,
€1
100%
Retailer of games and miniatures
GmbH
Germany
Games Workshop Limited
80 Queen Street, Auckland, 1010,
NZ $1
100%
Retailer of games and miniatures
New Zealand
Games Workshop Italia SRL
Viale Castro Pretorio 122, 00185 Rome,
€1
100%
Retailer of games and miniatures
Italy
Games Workshop International
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Holding company for overseas
Limited
NG7 2WS, UK
subsidiary companies
Games Workshop US Limited
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Holding company for US subsidiary
NG7 2WS, UK
companies
Games Workshop US (Holdings)
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Intermediary holding company for
Limited
NG7 2WS, UK
US subsidiary companies
Games Workshop Good Hobby
153-155 Xujiahui Road, Huangpu Area,
Owners capital
100%
Distributor and retailer of games
(Shanghai) Commercial Co. Ltd
Shanghai, 200021, China
and miniatures
Games Workshop Trustee
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Trustee
Limited
NG7 2WS, UK
Games Workshop Stockholm AB
Master Samuelsgatan 67, Stockholm 11121,
SEK 100
100%
Retailer of games and miniatures
Sweden
Games Workshop Hong Kong
3806 Central Plaza, 18 Harbour Road,
HK $1 ordinary
100%
Distributor and retailer of games
Limited
Wanchai, Hong Kong
and miniatures
Games Workshop Hobby Pte.
Red House, #01-04, 63 East Coast Road,
SG $1 ordinary
100%
Distributor and retailer of games
Limited
428776, Singapore
and miniatures
Games Workshop Malaysia Sdn.
Unit A-3-6, TTDI Plaza, 3 Jalan Wan Kadir,
MYR 1 ordinary
100%
Distributor and retailer of games
Bhd.
Taman Tun Dr Ismail, 60000 Kuala Lumpur,
and miniatures
Malaysia
Games Workshop Interactive
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Dormant
Limited
NG7 2WS, UK
Warhammer Online Limited
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Dormant
NG7 2WS, UK
Citadel Miniatures Limited
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Dormant
NG7 2WS, UK
Games Workshop Step One
Willow Road, Lenton, Nottingham,
£1 ordinary
100%
Production of motion picture,
Limited
NG7 2WS, UK
video and television programmes
Games Workshop EU Espana,
Calle Aragon 208 210, Planta 4, Puerta 6,
€1
100%
Distributor of games and
SLU
08011, Barcelona, Spain
miniatures
All of the above entities are included in the consolidated financial statements for the Group and 100% of the voting rights of all entities is held.
All of the above companies operate principally in their country of incorporation or registration.
The directors consider the value of the investments is supported by the underlying assets of the relevant subsidiary.
74 Games Workshop Group PLC
18. Deferred tax assets and liabilities
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the
deferred taxes relate to the same fiscal authority.
Group
Analysis of the movement in deferred tax assets is as follows:
Assets on
Liability on
Profit
Accelerated
lease
right-of-use
in stock
depreciation
liabilities
assets
Other
Total
£m
£m
£m
£m
£m
£m
At 29 May 2022 and 30 May 2022
13.9
0.2
-
-
3.7
17.8
(Charged)/credited to the income statement
(4.6)
(0.2)
6.4
(6.3)
(1.6)
(6.3)
Exchange differences
0.4
-
-
-
0.1
0.5
At 28 May 2023 and 29 May 2023
9.7
-
6.4
(6.3)
2.2
12.0
Credited/(charged) to the income statement
0.7
0.1
(0.6)
0.6
0.4
1.2
Exchange differences
(0.3)
-
(0.2)
0.2
-
(0.3)
At 2 June 2024
10.1
0.1
5.6
(5.5)
2.6
12.9
Analysis of the movement in deferred tax liabilities is as follows:
Assets on
Liability on
Profit
Accelerated
lease
right-of-use
in stock
depreciation
liabilities
assets
Other
Total
£m
£m
£m
£m
£m
£m
At 29 May 2022 and 30 May 2022
-
-
-
-
-
-
(Charged)/credited to the income statement
-
(2.2)
0.3
(0.3)
1.0
(1.2)
Charged directly to equity
-
-
(0.2)
(0.2)
At 28 May 2023 and 29 May 2023
-
(2.2)
0.3
(0.3)
0.8
(1.4)
(Charged)/credited to the income statement
-
(0.4)
0.4
(0.4)
-
(0.4)
Credited directly to equity
-
-
-
-
0.1
0.1
At 2 June 2024
-
(2.6)
0.7
(0.7)
0.9
(1.7)
Included within the amount charged to the income statement for the prior period are adjustments in respect of right-of-use assets and associated lease
liabilities following the application of amendments to IAS 12, ‘Income taxes’.
The profit in stock deferred tax asset arises on temporary differences between the recognition of profits on intra group sales within the consolidated group
financial statements and the financial statements of subsidiary undertakings. Other deferred tax assets and liabilities include adjustments for inventory
provisions of £1.4m (2023: £0.9m), exercise of share options of £0.5m (2023: £0.3m), long service incentive scheme of £0.5m (2023: £0.4m) and losses
available for offset of £0.1m (2023: £0.1m).
Deferred tax assets are recognised in respect of tax losses and temporary differences to the extent that the realisation of the related tax benefit through
future taxable profits is probable. This is based on a review of the track record of profitability in the country concerned. There was no unrecognised deferred
tax at 2 June 2024 or 28 May 2023 in either the Group or the Company. The Group did not obtain a current tax benefit from previously unrecognised tax
losses in either of the periods presented.
Company
Deferred tax assets of the Company in respect of accelerated depreciation and other temporary differences were less than £0.1m throughout the periods
from 29 May 2022 to 2 June 2024.
19. Inventories
2024
2023
Group
£m
£m
Raw materials
0.8
1.1
Work in progress
2.1
1.5
Finished goods and goods for resale
39.3
30.4
42.2
33.0
The Group holds no inventories at fair value less costs to sell. During the period, the Group utilised an inventory provision of £3.6m (2023: £10.8m) and
£5.8m (2023: £8.0m) has been charged to the income statement.
The Company held no inventories at either period end.
20. Non-current receivables
Group
Company
Restated
2024
2023
2024
2023
£m
£m
£m
£m
Licensing receivables
18.7
12.6
-
-
Other receivables
1.0
1.0
-
-
Loans to group companies
-
-
68.5
24.2
Total non-current receivables
19.7
13.6
68.5
24.2
Prior period licensing and other receivables of £13.6m have been disaggregated to £12.6m licensing receivables and £1.0m other receivables to provide
more information on the nature of the amounts.
Licensing receivables have been assessed for impairment and are recognised less allowance for expected credit losses of £1.7m (2023: £nil, see note 21 for
details of provision recognised against current licensing receivables).
75 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
20. Non-current receivables continued
On 30 April 2024, a loan of £45m was made from the Company to Games Workshop Limited as part of our day-to-day treasury management. This loan has a
repayment date of 30 April 2029 and bears interest at 5.0% per annum.
The loan of $25m due to the Company from Games Workshop Retail Inc. has a repayment date of 1 September 2027 and bears interest at 7.7% per annum.
All other loans from group undertakings are interest free and have no fixed repayment date.
21. Trade and other receivables
Group
Company
Restated
2024
2023
2024
2023
£m
£m
£m
£m
Trade receivables
11.5
10.8
-
-
Less allowance for expected credit losses
(0.4)
(0.2)
-
-
Trade receivables - net
11.1
10.6
-
-
Prepayments and accrued income
12.1
13.2
0.2
-
Licensing receivables
9.6
8.9
-
-
Other receivables
5.0
3.6
-
0.2
Receivables from group companies
-
-
2.0
6.4
Loans to group companies
-
-
0.6
0.4
Total trade and other receivables
37.8
36.3
2.8
7.0
Prior period licensing and other receivables of £12.5m have been disaggregated to £8.9m licensing receivables and £3.6m other receivables to provide more
information on the nature of the amounts.
Trade receivables are recorded at amortised cost, less allowance for expected credit losses. The fair value of trade and other receivables does not differ
materially from the book value. There is no significant concentration of credit risk with respect to trade receivables as the Group has a large number of
customers which are internationally dispersed. The maximum exposure to credit risk at the balance sheet date is the carrying value of each relevant class of
asset above. The Group does not hold any collateral over these balances.
Included within licensing receivables there is accrued income in respect of unreported royalties of £1.8m.
Receivables due from group companies to the Company are interest free and immediately repayable on demand. Provision for impairment of amounts
receivable from group companies have been assessed based on lifetime expected credit losses. As all balances are repayable on demand, and the Company
expects to be able to recover the outstanding balances if demanded, no provision has been recognised in the 53 weeks ended 2 June 2024 (2023: £nil).
Loss allowances are established using the IFRS 9 simplified approach to expected credit losses. A lifetime loss allowance is calculated based on historical
credit losses and is applied to trade receivables held across the Group. The ageing analysis of the Group’s core trade receivables is as follows:
2024
2023
Gross value
Loss allowance
Net
Gross value
Loss allowance
Net
Group
£m
£m
£m
£m
£m
£m
Not yet due
10.5
-
10.5
10.0
-
10.0
Up to 3 months past due
0.6
-
0.6
0.6
-
0.6
3 to 12 months past due
0.4
(0.4)
-
0.2
(0.2)
-
11.5
(0.4)
11.1
10.8
(0.2)
10.6
At the prior period end there was also a specific loss allowance against current licensing receivables of £0.8m.
Loss allowance against trade receivables
Movements on the loss allowance against trade receivables are as follows:
Group
£m
At 29 May 2022 and 30 May 2022
0.5
Credit for the period
(0.1)
Receivables written off during the period as uncollectible
(0.2)
At 28 May 2023 and 29 May 2023
0.2
Charge for the period
0.3
Receivables written off during the period as uncollectible
(0.1)
At 2 June 2024
0.4
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
2024
2023
£m
£m
Sterling
16.6
14.4
Euro
13.6
6.1
US dollar
22.6
25.0
Other currencies
4.7
4.4
Total trade and other receivables
57.5
49.9
76 Games Workshop Group PLC
22. Cash and cash equivalents
Group
Company
2024
2023
2024
2023
£m
£m
£m
£m
Cash at bank and in hand
107.6
90.2
41.6
32.2
Cash and cash equivalents
107.6
90.2
41.6
32.2
The Group deposits funds with institutions that have a credit rating of ‘A’ and above with a term of less than three months, with the exception of cash of
£0.1m which was held with banks rated ‘A-2’ in relation to European retail store banking.
23. Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), liquidity risk, capital risk and
credit risk. The Group’s financial risk management objective is to understand the nature and impact of the financial risks and exposures facing the business.
Foreign currency risk
The majority of the Group’s business is transacted in sterling, euros and US dollars. The principal currency of the Group is sterling.
The Group is exposed to foreign exchange risk principally via:
- transactional exposure arising from the future sales and purchases that are denominated in a currency other than the functional currency of the
transacting company.
- translation exposure arising on investments in foreign operations, where the net assets are denominated in a currency other than sterling.
- loans to non-UK subsidiaries.
The Group does not use foreign currency borrowings or forward foreign currency contracts to hedge foreign currency risk. The level of the Group’s exposure
to foreign currency risk is regularly reviewed by the Group’s chief financial officer and the Group’s treasury policies, including hedging policies, are reviewed
to ensure they remain appropriate.
Foreign exchange sensitivity
The impact on the Group’s financial assets and liabilities from foreign currency volatility is shown in the sensitivity analysis below.
The sensitivity analysis has been prepared based on all material financial assets and liabilities held at the balance sheet date and does not reflect all the
changes in revenue or expenses that may result from changing exchange rates. The analysis is prepared for the euro and US dollar given that these represent
the major foreign currencies in which financial assets and liabilities are denominated. The sensitivities shown act as a reasonable benchmark considering the
movements in currencies over the last two financial periods.
The following assumptions were made in calculating the sensitivity analysis:
- financial assets and liabilities (including financial instruments) are only considered sensitive to movements in foreign currency exchange rates where they
are not in the functional currency of the entity that holds them.
- translation of results of overseas subsidiaries is excluded.
Using the above assumptions, the following table shows the sensitivity of the Group’s income statement to movements in foreign exchange rates on US
dollar and euro financial assets and liabilities:
Income statement losses
2024
2023
£m
£m
15% depreciation of the US dollar (2023: 15%)
4.2
5.9
15% depreciation of the euro (2023: 15%)
1.5
0.9
An appreciation of the stated currencies would have an equal and opposite effect.
There is no impact on equity gains or losses.
Interest rate risk
The Group has no significant exposure to interest rate risk and hence no interest rate sensitivity has been shown.
Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions as well as credit exposures to independent retailers.
The Group controls credit risk from a treasury perspective by only entering into transactions involving financial instruments with authorised counter-parties
with approved credit ratings, and by ensuring that such positions are monitored regularly. Credit risk on cash and short term deposits is mitigated as the
counter-parties are banks with high credit ratings assigned by international credit rating agencies. Trade receivables are all considered to be the same risk
level excepting those trade receivables aged over 3 months past due which are fully provided for.
There is no significant concentration of credit risk with respect to trade receivables, as the Group has a large number of customers that are internationally
dispersed. Policies are also in place to ensure the wholesale sales of products are made to customers with an appropriate credit history and credit limits are
periodically reviewed. Amounts recoverable from customers are reviewed on an ongoing basis and appropriate provision made for bad and doubtful debts
(note 21). Provision requirements are determined with reference to ageing of invoices, credit history and other available information. Trade receivables are
written off when there is no reasonable expectation of recovery, such as when the customer has been declared insolvent.
Sales made through our own retail stores or our global web stores are made in cash or with major credit cards.
77 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
23. Financial risk factors continued
Capital risk
The capital structure of the Group consists of net funds (see note 31) and owners’ equity (see notes 28 and 29). The Group manages its capital to safeguard
the ability to operate as a going concern and to optimise returns to shareholders. The Group’s objective is not to use long term debt to finance the business.
Overdraft facilities will be used to finance the working capital cycle, if required.
The Group manages its capital structure and adjusts it in light of changes to economic conditions and its strategic objectives. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, buy back shares and cancel them or issue new shares. The Group uses return
on capital employed to assess capital asset performance.
Liquidity risk
Liquidity is managed by maintaining sufficient cash balances to meet working capital needs. Cash flow requirements are monitored by short and long term
rolling forecasts both within the local operating units and for the overall group. In addition, the Group’s liquidity management policy involves projecting cash
flows in the major currencies and considers the level of liquid assets necessary to meet these, monitoring working capital levels and liquidity ratios.
The undiscounted contractual cash flows of the Group’s financial liabilities, including interest charges where applicable, are shown below. All trade payables
are contractually due within 12 months and therefore the fair values do not differ from their carrying values.
2024
2023
Between
Between
More
Between
Between
More
Within
1 and 2
2 and 5
than
Within
1 and 2
2 and 5
than
1 year
years
years
5 years
1 year
years
years
5 years
Group
£m
£m
£m
£m
£m
£m
£m
£m
Trade and other payables
27.0
-
-
-
23.2
-
-
-
Lease liabilities
11.1
10.2
19.4
10.1
10.8
10.0
19.6
12.7
38.1
10.2
19.4
10.1
34.0
10.0
19.6
12.7
Within
Within
1 year
1 year
2024
2023
Company
£m
£m
Trade and other payables
2.5
2.0
Financial instruments by category
Group
Company
Financial assets at
Financial assets at
amortised cost
amortised cost
Restated
2024
2023
2024
2023
£m
£m
£m
£m
Financial assets as per balance sheet
Trade receivables
11.1
10.6
-
-
Accrued income
2.0
3.9
-
-
Licensing receivables
28.3
21.5
-
-
Other receivables
6.0
4.6
0.1
0.2
Receivables from group companies
-
-
2.0
6.4
Loans to group companies
-
-
69.1
24.6
Cash and cash equivalents
107.6
90.2
41.6
32.2
Total
155.0
130.8
112.8
63.4
Prior period licensing and other receivables of £26.1m have been disaggregated to £21.5m licensing receivables and £4.6m other receivables to provide more
information on the nature of the amounts.
The increase in the loans to group companies is due to a £45m loan made by the Company in the period as part of our day-to-day treasury management.
Group
Company
Financial liabilities at
Financial liabilities at
amortised cost
amortised cost
2024
2023
2024
2023
£m
£m
£m
£m
Financial liabilities as per balance sheet
Trade payables
12.5
9.5
-
-
Other payables
4.4
4.6
2.1
1.5
Accruals
10.1
9.1
0.4
0.3
Payables to group companies
-
-
-
0.1
Loans from group companies
-
-
20.0
20.7
Lease liabilities
47.2
49.9
-
-
Total
74.2
73.1
22.5
22.6
Prepayments, deferred income balances and other taxes and social security payables have been excluded from the above as they are not financial assets or
liabilities.
78 Games Workshop Group PLC
24. Lease liabilities
Lease liabilities are presented in the statement of financial position as follows:
2024
2023
Group
£m
£m
Current
10.0
9.9
Non-current
37.2
40.0
47.2
49.9
The Group’s leasing activity consists of leases on property, production equipment, IT equipment and motor vehicles. The majority of these leases relate to
retail stores. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use
asset and a lease liability.
Lease liabilities include the net present value of the following lease payments:
- fixed payments (including in-substance fixed payments), less any lease incentives receivable;
- variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date; and
- lease payments to be made under reasonably certain extension options.
Variable lease payments not dependent on an index or a rate (such as turnover based rent) are excluded from the measurement of the lease liability and
asset.
Leases of retail property generally have a lease term ranging from 1 year to 10 years with a break option after no more than 5 years. Leases of other
property, which includes warehouses and offices, generally have a lease term ranging from 2 years to 15 years. Leases of production equipment generally
have a lease term ranging from 1 year to 5 years. Leases of vehicles and IT equipment are generally limited to a lease term of 1 to 3 years.
Amounts recognised in the income statement relating to leases:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
Group
£m
£m
Interest on lease liabilities
1.1
0.9
Expenses relating to short-term leases, variable leases and low-value assets
1.3
0.9
Amounts recognised in the statement of cash flows relating to leases:
53 weeks ended
52 weeks ended
2 June 2024
28 May 2023
Group
£m
£m
Total cash outflow for leases
14.2
13.6
Total cash outflows include values paid in respect of repayment of principal under leases, interest on lease liabilities and low value, short-term and variable
lease payments.
The lease liabilities are secured by the related underlying assets. Future minimum lease payments as at the balance sheet date were due as follows:
2024
2023
Between
Between
More
Between
Between
More
Within
1 and 2
2 and 5
than
Within
1 and 2
2 and 5
than
1 year
years
years
5 years
1 year
years
years
5 years
Group
£m
£m
£m
£m
£m
£m
£m
£m
Lease payments
11.1
10.2
19.4
10.1
10.8
10.0
19.6
12.7
Finance charges
(1.1)
(0.9)
(1.2)
(0.4)
(0.9)
(0.7)
(1.1)
(0.5)
Net present value
10.0
9.3
18.2
9.7
9.9
9.3
18.5
12.2
The Company held no lease liabilities at either period end.
25. Trade and other payables
Group
Company
2024
2023
2024
2023
£m
£m
£m
£m
Current
Trade payables
12.5
9.5
-
-
Other taxes and social security
2.6
3.5
-
0.1
Other payables
10.9
9.3
2.2
1.5
Accruals
11.7
10.7
0.4
0.3
Deferred income
8.6
4.0
-
-
Loans from group companies
-
-
0.4
0.4
Payables to group companies
-
-
-
0.1
Total trade and other payables
46.3
37.0
3.0
2.4
The fair value of trade and other payables does not materially differ from the book value.
The increase in deferred income is due to an increase in advance payments by trade and online customers. The advance payments relate to made to order
products and a change in the preorder window for new release products.
Payables due to group companies by the Company are interest free and immediately payable on demand.
79 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
26. Other non-current liabilities
Group
Company
2024
2023
2024
2023
£m
£m
£m
£m
Accruals and other payables
0.7
0.5
0.4
0.3
Loans from group companies
-
-
19.6
20.3
Total other non-current liabilities
0.7
0.5
20.0
20.6
The fair value of other non-current liabilities does not materially differ from the book value.
The loan due to Games Workshop Limited by the Company has a repayment date of 1 September 2027 and bears interest at 7.575% per annum.
The carrying amounts of the Group’s trade and other payables and other non-current liabilities are denominated in the following currencies:
2024
2023
£m
£m
Sterling
26.8
20.3
Euro
5.7
4.5
US dollar
10.7
9.5
Other currencies
3.8
3.2
Total trade and other payables and other non-current liabilities
47.0
37.5
27. Provisions for other liabilities and charges
Analysis of total provisions:
Group
2024
2023
£m
£m
Current
0.9
0.9
Non-current
1.9
1.6
2.8
2.5
Employee
benefits
Property
Total
Group
£m
£m
£m
At 28 May 2023 and 29 May 2023
2.0
0.5
2.5
Charged to the income statement:
- Additional provisions
0.5
-
0.5
Utilised
(0.2)
-
(0.2)
At 2 June 2024
2.3
0.5
2.8
Provisions in respect of the Company were less than £0.1m throughout the periods from 29 May 2022 to 2 June 2024.
The fair value of provisions does not differ from the book value.
Employee benefits
The Group operates a long service incentive scheme under which employees receive a one-off additional holiday entitlement of two weeks when they reach
10, 20, 30 and 40 years of employment (Veterans scheme). The cost of this benefit is accrued over the period of employment based on expected staff
retention rates and the anticipated employment costs and are utilised once an employee reaches 10, 20, 30 or 40 years of employment.
Property
Provisions are made for property dilapidations where a legal obligation exists, or where the end of the lease commitment is imminent and a reliable
estimate of the exit liability can be made.
28. Share capital
Total called up
share capital
Number of
Called up
Share
and share
shares
share capital
premium
premium
(thousands)
£m
£m
£m
At 29 May 2022
32,840
1.6
16.3
17.9
Shares issued under employee sharesave scheme
74
-
2.6
2.6
At 28 May 2023
32,914
1.6
18.9
20.5
Shares issued under employee sharesave scheme
38
-
2.7
2.7
At 2 June 2024
32,952
1.6
21.6
23.2
During the period 37,902 ordinary shares were issued (2023: 74,162). The total authorised number of shares is 42,000,000 shares (2023: 42,000,000 shares)
with a par value of 5p per share (2023: 5p per share). All issued shares are fully paid.
80 Games Workshop Group PLC
29. Other reserves
2024
2023
Capital
Capital
redemption
Translation
Other
redemption
Translation
Other
reserve
reserve
reserve
Total
reserve
reserve
reserve
Total
Group
£m
£m
£m
£m
£m
£m
£m
£m
Beginning of period
0.1
2.3
(1.0)
1.4
0.1
3.8
(1.0)
2.9
Exchange differences on translation of foreign operations
-
(0.6)
-
(0.6)
-
(1.5)
-
(1.5)
End of period
0.1
1.7
(1.0)
0.8
0.1
2.3
(1.0)
1.4
The other reserve relates to a bonus issue to the previous holders of the Company’s ordinary shares created on flotation.
As at 2 June 2024, the Company’s capital redemption reserve was £0.1m (2023: £0.1m).
30. Notes to the cash flow statement
Reconciliation of profit to net cash from operating activities
Group
Company
Restated
2024
2023
2024
2023
£m
£m
£m
£m
Profit before taxation
203.0
170.6
183.2
131.6
Finance income
(2.5)
(1.3)
(3.1)
(2.5)
Finance costs
1.3
0.9
1.5
1.8
Operating profit
201.8
170.2
181.6
130.9
Adjustments for:
Depreciation of property, plant and equipment
14.4
13.7
-
-
Depreciation of right-of-use assets
11.9
11.9
-
-
Net impairment charge of intangible assets
2.6
3.6
-
-
Loss on disposal of property, plant and equipment
0.1
0.1
-
-
Loss on disposal of right-of-use assets
-
0.1
-
-
Loss on disposal of intangible assets (see below)
-
0.2
-
-
Amortisation of capitalised development costs
10.8
12.1
-
-
Amortisation of other intangibles
1.9
1.8
-
-
Share-based payments
1.2
1.0
-
-
Exchange movement
1.1
(1.6)
-
-
Changes in working capital:
- (Increase)/decrease in inventories
(10.0)
6.0
-
-
- (Increase)/decrease in trade and other receivables (excluding licensing receivables)
(0.8)
4.2
(39.8)
1.7
- (Increase)/decrease in licensing receivables
(6.8)
3.9
-
-
- Increase in trade and other payables
9.4
4.2
1.8
2.4
- - Increase in provisions
0.3
0.3
-
-
Net cash from operating activities
237.9
231.7
143.6
135.0
Prior period decrease in trade and other receivables of £8.1m have been disaggregated to a £4.2m decrease in trade and other receivables (excluding
licensing receivables) and a £3.9m decrease in licensing receivables to provide more information on the nature of the amounts.
The increase in the trade and other receivables (excluding licensing receivables) in the Company is due to a £45m loan made by the Company in the period
as part of our day-to-day treasury management.
The Group disposed of intangible assets with net book amount of less than £0.1m (2023: £0.2m). There were no proceeds on disposal in either period and
hence a loss on disposal equivalent to the net book value was recorded.
31. Analysis of net funds
2024
2023
Group
£m
£m
Cash at bank and in hand
107.6
90.2
Lease liabilities
(47.2)
(49.9)
Net funds
60.4
40.3
2024
2023
Company
£m
£m
Cash at bank and in hand
41.6
32.2
Net funds
41.6
32.2
81 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
31. Analysis of net funds continued
Lease liabilities
Cash at bank
Group
£m
£m
Net funds as at 29 May 2022 and 30 May 2022
(48.9)
71.4
Cash flows
11.8
19.1
Lease additions
(12.9)
-
Interest expense
(0.9)
-
Interest payments
0.9
-
Foreign exchange movement
0.1
(0.3)
Net funds as at 28 May 2023 and 29 May 2023
(49.9)
90.2
Cash flows
11.8
17.6
Lease additions
(9.9)
-
Interest expense
(1.1)
-
Interest payments
1.1
-
Foreign exchange movement
0.8
(0.2)
At 2 June 2024
(47.2)
107.6
Cash flows in respect of lease liabilities reflect repayments of principal amounts.
32. Commitments
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
2024
2023
Group
£m
£m
Property, plant and equipment
4.9
2.0
Intangible assets
3.9
1.8
Leases
The Group leases various retail stores, offices, warehouses and equipment under non-cancellable lease arrangements. The liabilities for these leases are
recorded on the Group’s balance sheet when the Group obtains control of the underlying asset. The Group has additional commitments relating to leases
where the Group has entered into an obligation but does not yet have control of the underlying asset. The Group currently has a commitment of £2.5m,
£2.4m of which is relating to the Australian warehouse lease (2023: less than £0.1m).
The Company had no capital commitments or commitments to leases at either period end.
Inventory purchase commitments
2024
2023
Group
£m
£m
Finished goods
3.6
2.9
Components
2.6
3.0
Raw materials
2.2
1.5
The Company had no inventory purchase commitments at either period end.
Pension arrangements
The Group and Company operate defined contribution schemes. Commitments in respect of pensions are included within prepayments and accruals.
82 Games Workshop Group PLC
33. Contingencies
The Company provides indemnities to third parties in respect of contracts regarding their use of the Group’s intellectual property, under commercial terms
in the normal course of business.
The Company has also guaranteed the bank overdrafts of certain Group undertakings. There were no amounts outstanding under these arrangements at
either period end.
For the 53 weeks ended 2 June 2024, the subsidiary companies listed below are exempt from the requirements of the Companies Act 2006 relating to the
audit of individual financial statements by virtue of section 479A. As a result, the Company guarantees all outstanding liabilities to which the subsidiary
companies are subject.
Country of incorporation
Name of undertaking
or registration
Company registration number
Games Workshop Limited
England and Wales
1467092
Games Workshop International Limited
England and Wales
2924330
Games Workshop US Limited
England and Wales
7462905
Games Workshop US (Holdings) Limited
England and Wales
4428814
Games Workshop Step One Limited
England and Wales
12448253
The Group has provided a guarantee of £0.1m (2023: £0.1m) to the Canada Revenue Agency in relation to the non-resident sales tax returns of Games
Workshop Limited.
34. Related party transactions
During the period the Company provided management and similar services to Games Workshop Limited, a subsidiary undertaking.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation for the Group.
Transactions between the Company and its subsidiaries are shown below:
2024
2023
Subsidiary
Nature of transaction
£m
£m
Games Workshop Limited
Recharges
0.5
0.4
Dividend received
186.7
133.4
Interest on loan received
1.6
1.8
Interest on loan paid
(0.2)
-
Games Workshop International Limited
Dividend received
0.7
2.4
Games Workshop Retail Inc.
Interest on loan paid
(1.6)
(1.8)
Receivables/(payables) outstanding between the Company and its subsidiaries are shown below:
Amount owed by subsidiaries
Amount owed to subsidiaries
2024
2023
2024
2023
Subsidiary
£m
£m
£m
£m
Games Workshop Limited
1.8
6.2
-
-
Games Workshop (Queen Street) Limited
-
-
-
(0.1)
Games Workshop Retail Inc.
0.1
0.1
-
-
Games Workshop Good Hobby (Shanghai) Commercial Co. Ltd
0.1
0.1
-
-
2.0
6.4
-
(0.1)
Loans outstanding between the Company and its subsidiaries are shown below:
Amount owed by subsidiaries
Amount owed to subsidiaries
2024
2023
2024
2023
Subsidiary
£m
£m
£m
£m
Games Workshop Limited
49.1
3.9
(20.0)
(20.7)
Games Workshop Retail Inc.
20.0
20.7
-
-
Games Workshop Interactive Limited
6.8
6.8
-
-
Less provision for impairment
(6.8)
(6.8)
-
-
69.1
24.6
(20.0)
(20.7)
The increase in the amounts owed by Games Workshop Limited is due to a £45m loan made by the Company in the period as part of our day-to-day treasury
management.
83 Games Workshop Group PLC
NOTES TO THE FINANCIAL STATEMENTS continued
35. Share-based payments
Options to acquire share capital of the Group have been granted to eligible employees who enter into a sharesave contract. Participation in the sharesave
scheme is offered to all employees of the Group who have been employed for a continuous period determined by the board. Under the sharesave contract,
participating employees are granted a share option, giving the future right to purchase shares in the Company at a 15%-20% discount on the share price at
the time of the invitation. Employees save a regular sum each month up to a maximum of £500 per month for three years, or for two years for the US. At the
end of this period, on completion of the contract, employees immediately have six months to exercise their options. For the US, options are exercised
automatically on the maturity date.
Share options outstanding at the period end date have the following expiry date and exercise prices:
Share options outstanding
2024
2023
Scheme
Grant date
Expiry date
Exercise price
No.
No.
2020 Scheme - Rest of world
23 Sept 2020
1 May 2024
£71.43
-
36,748
2020 Scheme - France
23 Sept 2020
1 May 2024
£76.99
-
465
2021 Scheme - Rest of world
20 Sept 2021
1 May 2025
£95.07
16,942
18,496
2021 Scheme - France
20 Sept 2021
1 May 2025
£93.46
318
382
2021 Scheme - USA
1 Oct 2021
1 Oct 2023
£87.98
-
1,975
2022 Scheme - Rest of world
20 Sept 2022
1 May 2026
£59.75
73,078
78,597
2022 Scheme - France
20 Sept 2022
1 May 2026
£60.56
542
592
2022 Scheme - USA
1 Oct 2022
1 Oct 2024
£50.26
3,221
3,707
2023 Scheme - Rest of world
19 Sept 2023
1 May 2027
£85.89
49,574
-
2023 Scheme - France
19 Sept 2023
1 May 2027
£90.38
641
-
2023 Scheme - USA
1 Oct 2023
1 Oct 2025
£89.08
2,666
-
146,982
140,962
The following table summarises the movements in sharesave options during the period:
2024
2023
Weighted
Weighted
average exercise
average exercise
No. of options
price
No. of options
price
Outstanding at beginning of the period
140,962
£67.73
166,570
£60.74
Granted
56,606
£86.10
89,109
£59.30
Exercised
(37,902)
£72.23
(74,162)
£34.56
Forfeited
(12,684)
£73.20
(40,555)
£78.62
Outstanding at end of the period
146,982
£73.17
140,962
£67.73
There were no exercisable shares at the end of either period.
All options granted will be equity settled.
The weighted average market price of Games Workshop Group PLC shares at the date of exercise of sharesave scheme options during the period was
£100.41 (2023: £67.11).
The expense or credit in respect of the share-based payments are recharged from the parent company to the subsidiary company in which the relevant
employee is contracted.
Options granted during the year
The fair value at grant date is independently determined using an adjusted form of the Black-Scholes model that takes into account the exercise price, the
term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, and the risk-free interest
rate for the term of the option. The key inputs used to derive the fair value of the options granted in the year were as follows:
Rest of World
France
USA
Share price at grant date
£106.70
£106.70
£105.70
Fair value at grant date
£30.15
£28.11
£31.35
Vesting period
3 years
3 years
2 years
Expected volatility
33.7%
33.7%
46.4%
Expected dividend yield
4.4%
4.4%
4.6%
Risk-free rate
4.7%
4.7%
4.9%
84 Games Workshop Group PLC
FIVE YEAR SUMMARY
2024
2023
2022
2021
2020
£m
£m
£m
£m
£m
Core revenue
494.7
445.4
386.8
353.2
269.7
Licensing revenue
31.0
25.4
28.0
16.3
16.8
Revenue
525.7
470.8
414.8
369.5
286.5
Operating profit
201.8
170.2
157.1
151.7
90.0
Finance income
2.5
1.3
0.2
0.2
0.1
Finance costs
(1.3)
(0.9)
(0.8)
(1.0)
(0.7)
Profit before taxation
203.0
170.6
156.5
150.9
89.4
Income tax expense
(51.9)
(35.9)
(28.1)
(28.9)
(18.1)
Profit attributable to owners of the parent
151.1
134.7
128.4
122.0
71.3
Basic earnings per ordinary share (pence per share)
458.8
409.7
391.3
372.7
218.7
FINANCIAL CALENDAR
Annual general meeting
18 September 2024
Announcement of half yearly report
January 2025
Financial period end
1 June 2025
Announcement of final results
July 2025
85 Games Workshop Group PLC
GLOSSARY
Alternative Performance Measures (APMs)
Closest equivalent
APM definitions
IFRS measure
Reconciliation to closest IFRS measure where applicable
Core revenue
Revenue
Core revenue is reconciled to revenue in note 4 to the financial statements.
Direct sales made of our core products to
external customers, through the Group’s
network of retail stores, independent retailers
and online through the global web stores.
Core gross profit
Gross profit
Core gross profit is reconciled to gross profit in note 4 to the financial statements.
Core gross profit is core revenue less all
related cost of sales
Core operating expenses
Operating
Core operating expenses are reconciled to operating expenses in note 4 to the
Operating expenses relating to the core
expenses
financial statements.
business of selling directly to external
customers
Core operating profit
Operating profit
Core operating profit is reconciled to operating profit in note 4 to the financial
Core operating profit is core revenue less all
statements.
related cost of sales and operating expenses
Core operating profit excluding Group Profit
Share
Core operating profit above, adding back Group Profit Share payments (2024:
£18.4m, 2023: £11.6m).
Licensing revenue
Revenue
Licensing revenue is reconciled to revenue in note 4 to the financial statements.
Income relating to royalties earned from third
party licensees
Licensing gross profit
Gross profit
Licensing gross profit is reconciled to gross profit in note 4 to the financial
Licensing gross profit is licensing revenue less
statements.
any related cost of sales
Licensing operating expenses
Operating
Licensing operating expenses are reconciled to operating expenses in note 4 to the
Operating expenses relating to the licensing
expenses
financial statements.
segments
Licensing operating profit
Operating profit
Licensing operating profit is reconciled to operating profit in note 4 to the financial
Licensing operating profit is licensing revenue
statements.
less all related cost of sales and operating
expenses
Revenue at constant currency
Revenue
These are calculated by converting underlying revenue, core operating profit and
Core operating profit at constant currency
Operating profit
licensing operating profit amounts at local currency values for the current period at
Licensing operating profit at constant
the prior period average exchange rate.
currency
Operating profit
Amounts for current and prior periods, stated
at a constant exchange rate.
2024
2023
Actual
Impact of FX
Constant currency
Actual
Revenue
525.7
14.5
540.2
470.8
Core operating profit
174.8
10.8
185.6
148.2
Licensing operating profit
27.0
1.8
28.8
22.0
Core average capital employed
None
This value is calculated by taking monthly net assets and adjusting for any cash,
This is a measure of the capital employed in
borrowings, licensing receivables, taxation and dividends, for each of the 12 months.
the core business averaged over a 12 month
These are then added together and divided by 12 to give the core average capital
period
employed.
12 month average
2024
2023
£m
£m
Net assets
262.1
257.4
Cash
(126.9)
(105.3)
Licensing receivables
(25.9)
(22.5)
Taxation
(10.0)
(17.9)
Core average capital employed
99.3
111.7
Return on capital employed (ROCE)
None
Return is a percentage calculated by dividing the core operating profit (2024: £174.8,
Measure of the profit relative to the amount
2023: £148.2m) by the core average capital employed (2024: £99.3m, 2023:
of capital employed. The higher the ROCE, the
£111.7m).
greater the return for the capital employed
Cash generated - pre dividends paid
Net
Net increase in cash-pre dividends paid can be calculated by taking the net increase
Movement in cash in the period before any
increase/(decreas
in cash and cash equivalents (2024: £17.6m, 2023: £19.0m) and adding back the
payments of dividends are taken into account
e) in cash and cash
dividends which have been paid in the period (2024: £138.3m, 2023: £136.5m).
equivalents
86 Games Workshop Group PLC
NOTICE OF ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor,
accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you
reside elsewhere, another appropriately authorised financial adviser.
If you have recently sold or transferred all of your shares in Games Workshop Group PLC, please send this notice and the accompanying documents
as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the
person who now holds the shares.
Notice is hereby given that the annual general meeting of Games Workshop Group PLC (the ‘Company’) will be held at Willow Roa d, Lenton
Nottingham, NG7 2WS, at 10.00 a.m. on 18 September 2024 for the following purposes:
Ordinary business
As ordinary business to consider and, if thought fit, to pass the following resolutions 1 to 11 as ordinary resolutions:
Resolution 1
To receive the Company's annual financial statements for the 53 weeks ended 2 June 2024 together with the directors' report, the remuneration
report and the independent auditors’ report on those financial statements, the auditable part of the remuneration report and the directors’ report.
Resolution 2
To re-elect Kevin Rountree as a director.
Resolution 3
To re-elect John Brewis as a director.
Resolution 4
To re-elect Kate Marsh as a director.
Resolution 5
To re-elect Randal Casson as a director.
Resolution 6
To re-elect Mark Lam as a director.
Resolution 7
To elect Elizabeth Harrison as a director.
Resolution 8
To re-appoint KPMG LLP as independent auditors to hold office until the conclusion of the next general meeting at which financial statements are
laid by the Company.
Resolution 9
To authorise the directors to fix the auditors’ remuneration.
Resolution 10
To approve the remuneration report (excluding the directors’ remuneration policy set out on pages 42 to 45) for the 53 weeks ended 2 June 2024.
Resolution 11
To approve the directors’ remuneration policy as set out on pages 42 to 45.
Special business
To consider and, if thought fit, pass the following resolutions, of which resolution 12 will be proposed as an ordinary resolution and resolutions 13
and 14 will be proposed as special resolutions.
Resolution 12
That, in accordance with section 551 of the Companies Act 2006 (the ‘Act’), the directors of the Company (the ‘Directors’ or the ‘Board’) be
generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in
the Company:
(a) up to an aggregate nominal amount of £549,198 (such amount to be reduced by the nominal amount of any allotments or grants ma de
under paragraph (b) below in excess of such sum); and
(b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £1,098,396 (such amount to be
reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive
offer:
(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares,
fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of
any regulatory body or stock exchange.
87 Games Workshop Group PLC
Resolution 12 continued
The authorities conferred on the Directors under paragraphs (a) and (b) shall, unless renewed, varied or revoked by the Company, expire on 17
December 2025 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make
offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted
and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant rights to subscribe for or
convert securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made
pursuant to such authorities.
Resolution 13
That subject to the passing of resolution 12 above, the directors of the Company be given the general power pursuant to sections 570 to 573 of the
Act to allot or make offers or agreements to allot equity securities for cash, either pursuant to the authority conferred by resolution 12 above or by
way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be
limited to:
(a) the allotment of equity securities or sale of treasury shares for cash in connection with a fully pre-emptive offer or rights issue which shall
mean an offer of equity securities open for acceptance for a period fixed by the directors to holders of equity securities on the register on a
fixed record date in proportion (or as nearly as may be) to their respective holdings of such securities or in accordance with rights attached
thereto but subject to such exclusions or other arrangements as the directors consider necessary or expedient in relation to treasury
shares, fractional entitlements or any legal or practical problems under the laws of, or the requirements of any recognised regulatory body
or any stock exchange in any territory; and
(b) the allotment of equity securities or sale of treasury shares (other than pursuant to paragraph (a) above) for cash up to an aggregate
nominal amount of £82,379.
The power granted by this resolution will expire on 17 December 2025 or, if earlier, the conclusion of the Company's next annual general meeting
(unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or
agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in
pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. This resolution revokes and
replaces all unexercised powers previously granted to the directors to allot equity securities as if either section 89(1) of the Companies Act 1985 or
section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to
such authorities. For the purposes of this resolution the expression ‘equity securities’ and references to ‘allotment of equity securities’ respectively
have the meanings given to them in section 560 of the Act.
Resolution 14
That the Company be and is hereby granted general and unconditional authority for the purposes of section 701 of the Act to make market
purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5p each in the capital of the Company (‘ordinary shares’) on such
terms and in such manner as the directors may from time to time determine provided that:
(a) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or on 17 December
2025, whichever is the earlier;
(b) the maximum aggregate number of ordinary shares that may be purchased is 3,295,190;
(c) the minimum price which may be paid for an ordinary share is 5p;
(d) the maximum price which may be paid for an ordinary share is the higher of: (i) an amount equal to 105 per cent of the averag e
market value of an ordinary share in the Company for the five business days prior to the day on which the purchase is made; and (ii)
the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b)
the highest current independent bid for, any number of the Company’s ordinary shares on the trading venue where the purchase is
carried out; and
(e) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary
shares in pursuance of any such contract.
By order of the Board
Ross Matthews
Company secretary
29 July 2024
Registered office:
Willow Road, Lenton
Nottingham, NG7 2WS
Registered in England and Wales under number 2670969
88 Games Workshop Group PLC
Notes
1. Only those members registered on the Company's register of members at 6.30 pm on 16 September 2024 or, if this meeting is adjourned, at 6.30pm
on the day two days (excluding any day that is not a working day) prior to the adjourned meeting, shall be entitled to attend and vote at the
meeting.
2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to
attend, speak and vote at the meeting and you should have received a proxy form with this document. You can only appoint a proxy using the
procedures set out in these notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the chairman of
the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on
your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more
than one proxy to exercise rights attached to any one share. Details of how to appoint more than one proxy are set out in the notes to the proxy
form.
5. The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote. A vote withheld is not a vote in law,
which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy
will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter
which is put before the meeting.
6. To appoint a proxy using the proxy form, the form must be completed and signed and sent or delivered to the Company's registrars, Equiniti
Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA so as to be received no later than 48 hours before the time fixed for holding the
meeting. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority)
must be included with the proxy form. In the case of a member which is a company, the proxy form must be executed under its common seal or
signed on its behalf by an officer of the Company or an attorney for the Company.
7. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most
senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of
members in respect of the joint holding (the first-named being the most senior).
8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. The cut-off time for receipt of proxy
appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off
time will be disregarded. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt
of proxies will take precedence.
9. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to
revoke your proxy appointment to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA. In the case of a
member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or
an attorney for the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of
such power or authority) must be included with the revocation notice. The revocation notice must be received by the Company's registrars, Equiniti
Limited, at Aspect House, Spencer Road, Lancing, BN99 6DA no later than the time fixed for holding the meeting. If you attempt to revoke your
proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment
will remain valid.
10. Appointment of a proxy does not preclude you from attending the meeting and voting in person.
11. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member
provided that no more than one corporate representative exercises powers over the same share.
12. As at 29 July 2024 (being the last practical date prior to the publication of this notice), the Company's issued share capital comprised 32,951,909
ordinary shares of 5 pence each. The Company holds no shares in treasury. Each ordinary share carries the right to one vote at a general meeting of
the Company and, therefore, the total number of voting rights in the Company as at 29 July 2024 is 32,951,909. The website referred to in note 21
will include information on the number of shares and voting rights.
13. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') you
may have a right under an agreement between you and the member of the Company who has nominated you (a 'Relevant Member') to have
information rights to be appointed or to have someone else appointed as a proxy for the meeting. If you either do not have such a right or if you
have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give
instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your investment in the Company
remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding
any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only
exception to this is where the Company expressly requests a response from you.
14. You may not use any electronic address provided either in this notice of annual general meeting or any related documents (including the proxy
form), to communicate with the Company for any purposes other than those expressly stated.
15. Under section 338 of the Companies Act 2006, a member or members meeting the qualification criteria set out at note 18 below, may, subject to
conditions, require the Company to give to members notice of a resolution which may properly be moved and is intended to be moved at that
meeting. The conditions are that: (a) the resolution must not, if passed, be ineffective (whether by reason of inconsistency with any enactment or
the Company’s constitution or otherwise); (b) the resolution must not be defamatory of any person, frivolous or vexatious; (c) the request may be
in hard copy form or in electronic form (see note 19 below), must identify the resolution of which notice is to be given by either setting out the
resolution in full or, if supporting a resolution sent by another member, clearly identifying the resolution which is being supported, must be
authenticated by the person or persons making it (see note 19 below); and must be received by the Company not later than 6 weeks before the
meeting to which the request relates.
16. Under section 338A of the Companies Act 2006, a member or members meeting the qualification criteria set out at note 18 below, may, subject to
conditions, require the Company to include in the business to be dealt with at the meeting a matter (other than a proposed resolution) which may
properly be included in the business (a matter of business). The conditions are that: (a) the matter of business must not be defamatory of any
person, frivolous or vexatious, (b) the request may be in hard copy form or in electronic form (see note 19 below), must identify the matter of
business by setting it out in full or, if supporting a statement sent by another member, clearly identify the matter of business which is being
supported, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the persons or person making it
(see note 19 below) and must be received by the Company not later than 6 weeks before the meeting to which the request relates.
89 Games Workshop Group PLC
Notes continued
17. Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (sections 527 to 531), where requested by a member or members meeting the
qualification criteria set out at note 18 below, the Company must publish on its website, a statement setting out any matter that such members
propose to raise at the meeting relating to the audit of the Company’s financial statements (including the auditors’ report and the conduct of the
audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website, it may not require the
members making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the
Company’s auditors no later than the time the statement is made available on the Company’s website, and the statement may be dealt with as part
of the business of the meeting. The request may be in hard copy form or in electronic form (see note 19 below), either set out the statement in full,
or if supporting a statement sent by another member, clearly identify the statement which is being supported, must be authenticated by the person
or persons making it (see note 19 below), and be received by the Company at least one week before the meeting.
18. In order to be able to exercise the members’ right to require circulation of a resolution to be proposed at the meeting (see note 15); a matter of
business to be dealt with at the meeting (see note 16) or the Company to publish audit concerns (see note 17), the relevant request must be made
by a member or members having a right to vote at the meeting and holding at least 5% of total voting rights of the Company, or at least 100
members having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital. For information on voting rights,
including the total number of voting rights, see note 12 above and the website referred to in note 21.
19. Where a member or members wishes to request the Company to circulate a resolution to be proposed at the meeting (see note 15), include a
matter of business to be dealt with at the meeting (see note 16) or publish audit concerns (see note 17) such request must be made in accordance
with one of the following ways: (a) a hard copy request which is signed by you, which states your full name and address and is sent to Ross
Matthews, Games Workshop Group PLC, Willow Road, Lenton, Nottingham NG7 2WS; or (b) a request which states your full name and address, and
is sent to ross.matthews@gwplc.com. Please state ‘AGM’ in the subject line of the e-mail.
20. Under section 319A of the Companies Act 2006 the Company must answer any question you ask relating to the business being dealt with at the
meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential
information, the answer has already been given on a website in the form of an answer to a question or it is undesirable in the interests of the
Company or the good order of the meeting that the question be answered.
21. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from
http://investor.games-workshop.com.
22. The following documents will be available for inspection for at least 15 minutes prior to the meeting and during the meeting: (a) copies of the
service contracts of executive directors of the Company, and (b) copies of the service agreements of the independent directors of the Company.
23. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the
procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid,
the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & International
Limited's (‘EUI’) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must (in
order to be valid) be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments
specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the
message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service providers should note
that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore
apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is
a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.
In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST system and timings.
24. As an alternative to completing a hard copy proxy form, a shareholder can appoint a proxy or proxies electronically by visiting
www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed
under their name on the proxy form). Alternatively, if a shareholder has already registered with Equiniti Limited’s online portfolio service,
Shareview, they can submit a proxy form at www.shareview.co.uk. Full instructions are given on both websites. To be valid, your proxy
appointment(s) and instructions should reach Equiniti Limited no later than 48 hours before the time fixed to hold the meeting. Any electronic
communication sent by a shareholder to the Company or the registrar that is found to contain a computer virus will not be accepted.
25. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by Equiniti. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no
later than 48 hours before the time fixed for holding the meeting in order to be considered valid. Before you can appoint a proxy via this process
you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by
them and they will govern the electronic appointment of your proxy.
90 Games Workshop Group PLC
Explanatory notes to the notice of annual general meeting
Resolution 1 - Financial statements
This is a standard resolution common to all annual general meetings, whereby members will be asked to receive the Company's annual financial statements
for the 53 weeks ended 2 June 2024 together with the relevant reports thereon.
Resolutions 2 to 7 - Election and re-election of directors
The following directors will stand for re-election in accordance with the UK Corporate Governance Code and the Company’s articles of association:
- Kevin Rountree
- John Brewis
- Kate Marsh
- Randal Casson
- Mark Lam
Each of the above directors has indicated their willingness to offer themselves for re-election.
The board, having considered the mix of skills, knowledge and experience of the directors confirms that each director continues to perform their duties
effectively, showing integrity and high ethical standards whilst maintaining sound, independent judgement in respect of all decisions taken at board level. It
is the Board’s view that each Director’s contribution is, and continues to be, important to the Company’s long‑term sustainable success.
Biographical details for each of the directors standing for re-election can be found on pages 20 and 21 of the 2024 annual report.
In addition, the Board is requesting that shareholders approve the appointment of Elizabeth Harrison as a director of the Company. Elizabeth Harrison joined
Games Workshop in March 2000 as a finance manager for the German sales business. She has had various roles within finance and business analysis within
Games Workshop and has been the group reporting manager since February 2013. Liz is a qualified chartered accountant and trained at Coopers & Lybrand.
Resolutions 8 and 9 - Re-appointment of auditors and auditors’ remuneration
The Company is required to appoint an auditor at each meeting at which financial statements are presented and KPMG LLP have indicated their willingness
to continue in office. Accordingly, resolutions 8 and 9, subject to the approval of the shareholders of the Company, re-appoints KPMG LLP as auditors of the
Company and authorises the directors to determine the remuneration of the auditors.
Resolution 10 - Remuneration report
Shareholders will be requested to approve the remuneration report (excluding the directors’ remuneration policy) for the financial period ended 2 June 2024
detailed on pages 40 to 50 of the 2024 annual report. In accordance with the Companies Act 2006 (the ‘Act’), the vote on the remuneration report resolution
is advisory and accordingly no remuneration is conditional on this resolution being passed.
Resolution 11 – Directors' remuneration policy
Shareholders will be requested to approve the directors’ remuneration policy as detailed on pages 42 to 45 of the 2024 annual report (the ‘Policy’). The vote
on the remuneration policy is a binding vote. If resolution 11 is passed, the remuneration policy shall take effect immediately after the end of the AGM.
If approved by shareholders, the Policy will be subject to a binding shareholder vote by ordinary resolution in a further three years (in accordance with the
Act), except in the event that a change to the Policy is proposed or the advisory vote on the remuneration report is not passed in any year subsequent to the
approval of the Policy.
Resolution 12 - Directors’ power to allot relevant securities
Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they
have been authorised to do so by shareholders.
If passed, resolution 12 will authorise the directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security
into, ordinary shares in the Company) (i) up to an aggregate nominal amount equal to £549,198 (representing 10,983,960 ordinary shares) as reduced by
allotment or grant of rights under paragraph (b) of the resolution in excess of this amount. This amount (before any reduction) represents approximately
one-third of the Company's ordinary share capital as at 29 July 2024, being the latest practicable date before publication of this notice; and (ii) comprising
equity securities in connection with a fully pre-emptive offer only, up to a nominal amount equal to £1,098,396 (representing 21,967,920 of ordinary shares)
as reduced by any allotment or grant of rights under paragraph (a) of the resolution. This amount represents approximately two-thirds of the Company's
ordinary share capital (excluding treasury shares) as at 29 July 2024.
If granted, this authority will expire at the conclusion of the Company’s next annual general meeting or 15 months from the passing of the resolution
(whichever is earlier). It is the directors’ intention to renew the allotment authority each year.
The directors have no current intention to exercise either of the authorities sought under resolution 12. However, the directors consider that it is in the best
interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to
allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so.
This resolution complies with the latest edition of the Investment Association Share Capital Management Guidelines (the ‘Inve stment Association
Guidelines’).
91 Games Workshop Group PLC
Resolution 13 - Disapplication of pre-emption rights on equity issues for cash
Resolution 13, if passed, would enable the directors to allot shares for cash on a non pre-emptive basis in limited circumstances. It is proposed to authorise
the directors to issue shares for cash up to an aggregate nominal amount of £82,379 (which represents approximately 5% of the Company’s issued share
capital as at 29 July 2024), without having to first offer them to shareholders in proportion to their existing holdings. In addition, in accordance with normal
practice, the resolution would enable the Board to deal with overseas shareholders and fractional entitlements as it thinks fit in the context of any pre-
emptive offer, such as a rights issue or open offer.
If granted, this authority will expire at the conclusion of the Company’s next annual general meeting or 15 months from the passing of the resolution
(whichever is earlier). It is the directors’ intention to renew this authority each year.
The Directors are aware of the Pre‑Emption Group’s most recent Statement of Principles on Disapplying Pre‑emption Rights published in November 2022
(‘Statement of Principles’) and the increased pre-emption disapplication limits which those guidelines permit. Whilst, in accordance with the Investment
Association's Guidelines, the format of resolution 13 follows the template resolutions provided by the Pre-Emption Group (in so far as is applicable to the
Company's situation), the Directors consider a disapplication of 5% of the issued ordinary share capital of the Company to be appropriate for its present
circumstances, noting that such amount is in line with the Pensions & Investment Research Consultants' (PIRC) recommendations. The Directors will keep
emerging market practice under review.
The Directors confirm that they will follow the shareholder protections in Part 2B of the Statement of Principles and also confirm that it will follow the
expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.
The Board has no current intention to exercise this authority.
Resolution 14 - Market purchase of own shares
A company may only purchase its own shares by either an off-market purchase, in pursuance of a contract approved in advance in accordance with section
694 of the Act or by a market purchase, authorised in accordance with section 701 of the Act. A ‘market purchase’ is one made through a ‘recognised
investment exchange’. Although the Act only requires an ordinary resolution, the Investment Association Guidelines recommend that the resolution should
be passed as a special resolution. This resolution 14 authorises market purchases of the Company’s own shares to be made but only within the limitations
specified. In accordance with Investment Association Guidelines the maximum number of shares purchased under this authority must not exceed 3,295,190
ordinary shares (representing 10 per cent. of the Company's issued ordinary shares as at 29 July 2024). The resolution also states the minimum price which
may be paid (being the nominal value of 5p per ordinary share) and the maximum price being the higher of: (i) an amount equal to 105 per cent of the
average market value of an ordinary share in the Company for the five business days prior to the day on which the purchase is made; and (ii) the value of an
ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid
for, any number of the Company’s ordinary shares on the trading venue where the purchase is carried out.
As recommended by the Investment Association Guidelines, the Company renews this authority on an annual basis at each annual general meeting.
The directors have no current intention of exercising this authority to purchase the Company’s ordinary shares. As recommended by the Investment
Association Guidelines, the Company will only exercise this authority to make such a purchase in the market if the directors consider it is in the best interests
of the shareholders generally to do so and only if they considered the effect would be an increase in earnings per share.
The Company is permitted to hold shares it has purchased in treasury, as an alternative to cancelling them. Shares held in treasury may subsequently be
cancelled, sold for cash or used to satisfy options exercised under any of the Company’s share schemes. Whilst held in treasury, the shares are not entitled
to receive any dividend or dividend equivalent (apart from any issue of bonus shares) and have no voting rights. The directors believe it is appropriate for the
Company to have the option to hold its own shares in treasury if, at a future date, the directors exercise this authority. The directors will have regard to
investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury.
If granted, this authority will expire at the conclusion of the Company’s next annual general meeting or 15 months after the passing of the resolution
(whichever is earlier). It is the directors’ intention to renew this authority each year.
Recommendation
The directors of the Company consider that all the proposals to be considered at the meeting are in the best interests of the Company and its shareholders
as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own
beneficial holdings.
The results of the voting on all resolutions will be announced via the Regulatory News Service and published on our website http://investor.games-
workshop.com as soon as practicable following the conclusion of the AGM.
92 Games Workshop Group PLC