ANNUAL
REPORT &
ACCOUNTS
2022.
FRASERS GROUP PLC

ABOUT
FRASERS GROUP
Founded as a single store in
1982, Frasers Group Plc (Frasers
Group, the Group, the business
or the Company) is today the
UK’s largest sporting goods
retailer by revenue.
The Group operates a diversified portfolio of sports,
fitness, premium lifestyle and luxury fascias in over 20
countries. We have more than 30,000 colleagues across
five business segments: UK Sports Retail, Premium
Lifestyle, European Retail, Rest of World Retail and
Wholesale & Licensing.
Our strategy is to provide consumers with access to
the World’s best sports, premium and luxury brands by
providing a World-leading retail ecosystem. Aligned with
this vision, we have defined the Group’s purpose:
To elevate the lives of the many by giving them access to the
World’s best brands and experiences.
OUR IMPACT
SINCE 2007
We became a listed public company in 2007. In
the years since we floated, the Group has greatly
contributed to the British economy. This includes:
£250m
Approx. £250m paid in staff share bonuses
30,000
Have a workforce of approx. 30,000 people
Worldwide, approx. 22,000 of which are in the UK
£2,300m
Contributed approx. £2,300m in VAT and Duty
£200m
Approx. £200m paid in sales commission
to retail bonuses
£700m
Contributed approx. £700m in UK Corporation Tax
£200m
Contributed approx. £200m in NI
employer contributions
GROUP
OUTLOOK
We are delighted to report a record-breaking
year for Frasers Group with an adjusted profit
before tax of £339.8m (FY21: loss £39.9m),
despite the significant economic headwinds and
well-chronicled challenges across the sector.
Our Elevation strategy has remained laser focused,
and we have re-structured our team to execute
it with conviction. It is underpinned by our core
strengths and rock-solid foundations. Although the
backdrop remains challenging, this momentum
gives us the confidence of achieving an adjusted
profit before tax of between £450m and £500m for
the next financial year.
MISSION STATEMENT
TO SERVE OUR CONSUMERS WITH
THE WORLD’S BEST SPORTS,
PREMIUM AND LUXURY BRANDS.
BUSINESS ETHOS
We do not run the business for the short-term
but work to ensure we deliver shareholder value
over the medium to long-term, whilst adopting
accounting principles that are conservative,
consistent and simple.
FRASERS GROUP PLC ANNUAL REPORT 2022
2

CONTENTS
01. HIGHLIGHTS AND
OVERVIEW
002 About Frasers Group
004 Group at a Glance
006 Financial Highlights
008 Strategic & Operational Highlights
02. STRATEGIC REPORT
010 Chair’s Statement
012 Our Business
014 Our Strategy
016 Key Performance Indicators
018 CEO Report and Business Review
028 Financial Review
031 Non-Financial Information
032 Workers Representative Report
033 ESG Report (Including TCFD)
048 S172 Statement
050 Principal Risks and Uncertainties
063 Viability Statement
03. GOVERNANCE
065 Corporate Governance Report
072 The Board
075 Nomination Committee Report
077 Directors’ Remuneration Report
089 Audit Committee Report
095 Directors’ Report
101 Directors’ Responsibility Statement
04. GROUP FINANCIAL
STATEMENTS
102 Independent Auditor’s Report
to the Members of Frasers Group Plc.
113 Consolidated Income Statement
114 Consolidated Statement of
Comprehensive Income
115 Consolidated Balance Sheet
116 Consolidated Cash Flow Statement
117 Consolidated Statement of
Changes in Equity
118 Notes to the Financial Statements
05. COMPANY FINANCIAL
STATEMENTS
198 Company Balance Sheet
199 Company Statement of Changes in Equity
200 Notes to the Company
Financial Statements
06. GLOSSARY
208 Consolidated Five Year Record and
Alternative Performance Measures
210 Company Directory
211 Shareholder Information

GROUP AT
A GLANCE
UK SPORTS RETAIL EUROPEAN RETAIL
55.0%
Total Group Revenue
16.4%
Total Group Revenue
£2,640.1m £790.2m
0.7% 0.5%
UK Sports Retail includes core sports retail store
operations in the UK, plus all the Group’s sports
retail online business (excluding Bob’s Stores, Eastern
Mountain Sports and Sports Direct Malaysia), the gyms,
SRL, the Group’s Shirebrook campus operations, retail
store operations in Northern Ireland, Evans Cycles and
GAME UK.
Our store footprint is significant, with 808 stores across
the UK, totalling approximately 6.7m sq.ft. of retail
space. The majority of stores are operated under the
Sports Direct, USC, Evans Cycles and GAME fascias.
European Retail includes all the Group’s sports
retail stores, management and operations in
Europe including the Group’s European distribution
centres in Belgium and Austria as well as GAME
Spain. The total European store count is 489 stores
and approximately 3.7m sq.ft. of retail space.
During FY22, management continued to elevate
the Group’s European stores and work to further
tailor the Group’s consumer value propositions to
our local markets.
FRASERS GROUP PLC ANNUAL REPORT 2022
4

PREMIUM LIFESTYLE
WHOLESALE & LICENSING
The Group’s Premium Lifestyle division offers a broad range of clothing,
footwear and accessories from leading global contemporary and luxury
retail brands through our fascias in the UK: FLANNELS, Cruise, van mildert,
House of Fraser, Sofa.com and Jack Wills along with their related websites.
The majority of these fascias operate as multi-brand premium retail
destinations and are focused on providing fashion conscious consumers
with high-end and on trend products.
The segment is supported by our Group-wide centralised commercial and
support functions, giving the benefits of scale and operating efficiencies
to each fascia. The segment is a significant part of the Group’s new
generation retail concept and as such, in certain locations, Premium and
Lifestyle stores are co-located alongside our Sports retail stores to benefit
from increased customer footfall and operating synergies.
The total Premium Lifestyle store count is 179 stores and approximately
4.0m sq.ft. of retail space.
The Wholesale & Licensing segment operates our globally renowned
heritage Group brands (such as Everlast, Lonsdale, Karrimor and
Slazenger) and our wholesale, licensing and distribution relationships
across the World, as well as our partnerships with third party brands that
we license-in to sell certain products.
The Group’s own brands are managed both individually and centrally within
this segment. This unique, integrated approach to brand management
leverages the expertise of our people, encourages innovation, and
ensures consistency.
REST OF THE WORLD RETAIL
Rest of World Retail includes sports and outdoor retail stores in the US
under the Bob’s Stores and Eastern Mountain Sports fascias and their
corresponding e-commerce offerings. It also includes the Group’s retail
stores in Malaysia, under the Sports Direct fascia, and its corresponding
e-commerce offering. Subsequent to the period end the Bob’s Stores and
Eastern Mountain Sports fascias and their corresponding e-commerce
offerings were disposed of.
As at the period end, the total Rest of World store count is 76 stores and
approximately 1.3m sq.ft. of retail space.
£1,056.6m
1.7%
22.0%
Total
Group Revenue
£150.3m
1.1%
3.1%
Total
Group Revenue
£168.1m
0.7%
3.5%
Total
Group Revenue
FRASERS GROUP PLC ANNUAL REPORT 2022
5

£335.6m
FINANCIAL HIGHLIGHTS
32.5%
Strong financial performance as we
recover from Covid-19, with Group revenue
up by 32.5%
Excluding acquisitions and on a currency neutral basis,
revenue increased by 31.2%
(1)
Reported profit before
tax was £335.6m, up
3,848.2% from a profit
of £8.5m driven by the
strong reopening of
stores after lockdown,
new FLANNELS stores,
continued growth in online
in the Premium Lifestyle
segment, continued
operating efficiencies, FY21
including Covid-19 related
lockdowns and current
period property related
impairments of £227.0m
compared to £317.0m
in FY21.
Premium Lifestyle revenue increased by
43.6%, largely due to new FLANNELS
stores, continued growth in online, and the
strong reopening of stores after the last
lockdown in March 2021
Excluding acquisitions, revenue increased by 43.3%
(1)
Cash inflow from operating activities
increased to £628.9m compared to
£578.3m in the prior period
43.6%
£628.9m£578.3m
3,848.2%
FRASERS GROUP PLC ANNUAL REPORT 2022
6

£335.6m
£339.8m
Group adjusted PBT
(2)
increased to £339.8m
compared to a loss of £(39.9m) in the
prior period
Excluding acquisitions and on a currency neutral basis,
Adjusted PBT
(2)
increased by £394.0m
(1)
UK Sports Retail revenue
increased by 34.1%,
largely due to the strong
reopening of stores after
the last lockdown in March
2021 and the comparative
period being impacted by
lockdowns as a result of
Covid-19
Excluding acquisitions, revenue
increased by 30.1%
(1)
European Retail revenue increased by
28.4%, largely due to strong growth in
Ireland and the lockdowns experienced in
the prior year
Excluding acquisitions and on a currency neutral basis,
revenue increased by 33.4%
(1)
As at 24 April 2022 net assets increased to
£1,308.6m from £1,211.0m at 25 April 2021
(1) A reconciliation excluding acquisitions and currency neutral performance
measures can be found in the Glossary.
(2) Adjusted PBT (PBT) is profit before tax less the effects of exceptional items,
realised foreign exchange, fair value adjustments to derivative financial
instruments included within Finance income/costs, fair value gains/losses and
profit on disposal of equity derivatives, and share schemes. Further detail on this
calculation can be found in the Glossary.
28.4%
£1,308.6m
34.1%
£(39.9m)
FRASERS GROUP PLC ANNUAL REPORT 2022
7

STRATEGIC AND
OPERATIONAL HIGHLIGHTS
FURTHER GROWTH
Further growth of our key brand partner relationships, alongside establishing new and innovative brand partners
OUR
ELEVATION
STRATEGY
HAS COME
TO LIFE
SPORTS DIRECT BIRMINGHAM
Our Elevation strategy has come to life through the new
store developments, including the creation of flagship
stores, leading to recent openings including Sports Direct
Birmingham and FLANNELS Liverpool
FRASERS GROUP PLC ANNUAL REPORT 2022
8

Supported our strategic brand partner Hugo Boss AG, with an increased
investment reflecting our growing relationship and confidence in the brand’s future
£193.2m
Returned £193.2m to shareholders through a
significant share buy back program
£980m
Successfully refinanced our Group facility,
which now stands at £980m
UNLOCK
NEW ECOMMERCE
CAPABILITIES
Strategic acquisitions, including Missguided (post period end) and Studio Retail (‘SRL’), enable the
Group to unlock new e-commerce capabilities and access a wider customer base
IMPROVED
THE DIGITAL
CONSUMER
EXPERIENCE
Significantly improved the digital consumer experience across
all touchpoints within the Group
FRASERS GROUP PLC ANNUAL REPORT 2022
9

CHAIR’S STATEMENT
CEO Appointment
Earlier this year, Michael Murray transitioned into
the role of Chief Executive of Frasers Group and was
formally appointed on 1 May 2022. With Michael’s
leadership, we remain laser focused on the growth of
the business, through keeping up the momentum of our
Elevation strategy, investing in our people and building
out the proposition for brands.
Michael has set out a clear vision for the business -
to provide consumers with access to the World’s best
sports, premium and luxury brands by providing a
World-leading retail ecosystem, and through that, he
has significantly improved our relationships with our key
brand partners and grown our presence across the UK
and Europe, through the development of our
store portfolio.
With the Group’s new leadership, and a clear direction,
Michael continues to redefine the culture, employee
value proposition and strategy of Frasers Group, which
all contribute to the efficiency of the business and our
strong performance.
Business Performance and
Financial Highlights
We are pleased that our business has performed
above expectations since stores reopened in March
2021, following the final period of closure due to the
Covid-19 pandemic. We are a cash generative business
which enables us to continue to invest in our strategies
and withstand some of the pressures and impact of
the pandemic, Brexit, global supply chain challenges
and political and economic uncertainty at home and
abroad. Notwithstanding our business resilience, these
macro-economic factors have contributed to our
conservative judgements and estimates, leading to some
significant non-cash accounting impairments of £232.7m
(FY21: £326.1m) to our asset base, further details can be
found in notes 2, 17, 18 and 19.
• Revenue increased to £4,805.3m (FY21: £3,625.3m)
• Profit Before Tax increased to £335.6m (FY21: £8.5m)
• Adjusted PBT increased to a profit of £339.8m
(FY21: loss £39.9m)
• Net assets at FY22 £1,308.6m (FY21: £1,211.0m)
Looking forward, we will continue to invest in the high
street alongside our online and digital capabilities.
Following the success of the business’s first Sports Direct
flagship on London’s Oxford Street, which opened to
great acclaim last June, we recently opened our second
Sports Direct flagship store in Birmingham – further
demonstrating the strength of our elevated consumer
experience, and the direction of the Sports Direct brand.
The FLANNELS business continues to perform
exceptionally well and we are excited about the recent
opening of our 120,000 sq. ft. FLANNELS flagship store
in Liverpool. The store is our largest store opening to
date and saw an impressive investment of approx. £30m
from the business. Our expansion plans for FLANNELS
are crucial to the on-going success of the luxury side
of the business and through our new brand vision to
become the leading destination for new luxury, we are
delighted to be expanding into new markets and new
locations throughout the UK and Europe, including the
expansion into Ireland with openings planned for Dublin,
Blanchardstown and Cork.
Acquisitions
We continue to see opportunities that strengthen Frasers
Group’s brand proposition and our recent acquisitions of
Studio Retail Limited (with its significant knowledge and
experience in consumer credit) during FY22. Missguided
and I Saw It First (with their focus on womenswear and
its digital platforms) subsequent to the period end are
examples of our drive to expand and acquire businesses
and brands that can strengthen the Group, and our
connection to our consumers.
Operations
We are continually developing our automation
capabilities in our Shirebrook distribution facility,
including the launch of a Dematic Shuttle machine
which covers a floor plate of 200,000 sq. ft and
increasing the size of our AutoStore facility, which was
already the biggest in Europe. In the second half of the
financial year, we completed the purchase of land in
Bitburg, Germany, where we have plans for a significant
distribution centre which will service mainland Europe
from both a store and digital perspective.
Our People
Our people are the key asset to the business.
Under Michael Murray’s leadership, the management
team has been strengthened. The business has created
several new roles including the additions of a Managing
Director of Sports, Ger Wright (formerly a Nike Executive),
and a Managing Director of Luxury and Premium, David
Epstein. Alongside the management team, we will look
to support the business by adding relevant talent and
expertise to the Board when appropriate.
FRASERS GROUP PLC ANNUAL REPORT 2022
10

This year the Group will receive its third annual intake of
highly talented individuals into the Elevation Programme.
The programme is aimed at high potential graduates
seeking a career in commercial management, and
we have twenty-six (FY20: twenty-seven and FY21:
twenty-five) young, ambitious new joiners who started
in September 2022. Over the past three years, we
have been monitoring the success and benefits of the
Elevation Programme and are pleased to confirm that
we will be rolling out the scheme across our finance
department, which has seen five graduates start in
August 2022.
Sustainability
Sustainability and Elevation go hand in hand and
both are important priorities for the Group and its
stakeholders. We have built a Sustainability Team
structure within the organisation with our CFO
Chris Wootton as the executive sponsor. There are
Sustainability Champions across the business and
hundreds of dedicated people across our stores who
are responsible for helping deliver against our priorities.
We have set ourselves targets to reduce emissions and
single use plastic, and improve our waste management
and recycling. We now offer a carbon neutral delivery
option on the web.
We have outperformed our target of a 10% reduction
in our UK stores energy usage, achieving a reduction
of 15%. More detail of our various achievements and
targets can be found in the ESG Report on page 33.
This is the first year of Taskforce on Climate-related
Financial Disclosures (TCFD). During the year we have
worked closely with expert external advisors to enhance
our understanding of the potential impact of climate
change on Frasers Group and to inform our future
strategy risk management approach and the metric and
targets we will use to monitor our progress. The TCFD
section can be found in the ESG report
on page 40.
Refinancing
In our Half Year reporting we noted the successful
refinance of our Group facility whereby we have access
to a combined term loan and revolving credit facility
(RCF) of £930.0m for a period of three years, with the
possibility to extend this by a further 2 years. This facility
has increased in size to £980.0m since then. We believe
this is a great endorsement for the business and our
Elevation strategy and I want to say thank you to our
banking partners for their support.
Disposals
Subsequent to the period end the Bob’s Stores and
Eastern Mountain Sports fascias and their corresponding
e-commerce offerings were disposed of for
consideration of $70m. The Bobs and EMS store estate
does not include any of the new elevated stores which
are core to the FG Elevation strategy. The disposal of
these non-core businesses allows Frasers Group to have
an even greater focus on delivering its Elevation strategy
by focusing on store experience, digital and product. The
board of Frasers Group is grateful to staff in Bobs and
EMS for their loyal service and wishes these businesses
every success for the future.
The Group disposed of a number of freehold and
long leasehold retail parks held by its wholly owned
subsidiaries post period end for a total of £205m.
Frasers Group fascias will operate from leases within
these properties where appropriate. Frasers Group in
the ordinary course of business purchases and sells
properties from time to time.
Outlook
Under Michael Murray’s direction and leadership, we are
confident the Group is well positioned for a successful
year ahead.
Relationships with our key brand partners are better
than they have ever been, and we will continue to invest
in supporting and growing these relationships.
The business cannot overlook the many significant
economic factors which are headwinds on the business,
including challenges with supply chain, increased energy
costs and cost of living – these factors could have an
impact on business potential.
However, we look forward to growing the business both
organically and through acquisitions, to ensure we
remain a market leader globally. We believe the growth
factors will mitigate these headwinds and we will be
looking to grow our Adjusted PBT to between £450m
and £500m in FY23.
Dividend and Share Buybacks
The Board has decided not to pay a final dividend in
relation to FY22 (FY21 £nil). The Board remains of the
opinion that it is in the best interests of the Group and its
shareholders to preserve financial flexibility and facilitate
future investments and other growth opportunities. The
payment of dividends remains under review.
Our share buyback programme during the year has
continued which is a demonstration of our commitment
to shareholder returns, our confidence in the Company
and the strategy for future growth.
David Daly
Non-Executive Chair of the Board
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
11

OUR BUSINESS
Business Model
Founded as a single Store in Maidenhead in 1982,
Frasers Group Plc today operates a diversified portfolio
of sports, fitness, premium lifestyle and luxury store
fascias. The Group’s colleagues work together with our
suppliers and our third-party brand partners to serve
customers in over 20 countries. The Group aspires to
be an international leader in sports, lifestyle and luxury
retail. The Board is committed to treating all people with
dignity and respect. We value our people, our customers
and our shareholders and we strive to adopt good
practices in our corporate dealings. We aim to deliver
shareholder value over the medium to long term, whilst
adopting accounting principles that are conservative,
consistent and simple. Our strategy is set out in the ‘Our
Strategy – To build the World’s most compelling brand
ecosystem’ section of this report.
Our business model remains consistent in providing
customers with the World’s best brands. This requires
us to have the right product, in the right place, at the
right time and at the right price. Our vision is to become
the elevated, multi-channel platform for our Sports
Retail and Premium Lifestyle fascias. To this end, we are
elevating across all channels to enhance the customer
journey every step of the way.
The Group’s business model is explained in greater
detail below. This includes an outline of our fascias and
retail channels, management of our property portfolio,
our people, our third-party brand partners, our Group
brands and our centralised support functions.
Business Structure
The Group is structured across five business segments:
UK Sports Retail, Premium Lifestyle, European Retail,
Rest of World Retail and Wholesale & Licensing.
In UK Sports Retail, we offer a complete range of
sporting apparel, footwear and equipment through our
predominant fascia, Sports Direct. This segment also
includes our lifestyle fascia USC. Our current forward-
looking view is that the majority of our offering to
customers must include leading third-party brands.
The elevation of our sports retail proposition is key to
ensuring we are fully aligned with the future direction
and ambitions of these brand partners. UK Sports
Retail includes core sports retail store operations in the
UK, plus all the Group’s sports retail online business
(excluding Bob’s Stores, Eastern Mountain Sports and
Sports Direct Malaysia), the gyms, SRL, the Group’s
Shirebrook campus operations, retail store operations in
Northern Ireland, Evans Cycles and the GAME UK stores
and online business.
In Premium Lifestyle, we are developing the Group’s
premium and luxury offering, which consists of the
FLANNELS, Frasers, House of Fraser, Jack Wills and
Sofa.com fascias, along with Cruise and van mildert. We
aim to offer fashion-conscious consumers a luxurious,
multi-brand retail destination with high-end and
on-trend products.
In European Retail, we are evolving our customer
proposition in line with the Elevation strategy, while also
seeking to increasingly tailor our proposition to the local
markets in which we operate. These include the Republic
of Ireland and continental Europe.
In Rest of World Retail, we operate stores trading as
Bob’s Stores and Eastern Mountain Sports and we
also have stores trading as Sports Direct in Malaysia.
Subsequent to the period end the Bob’s Stores and
Eastern Mountain Sports fascias and their corresponding
e-commerce offerings were disposed of, further detail
can be found in note 16.
In Wholesale & Licensing, the Group retains a portfolio
of World-famous heritage brands, which we offer via
our fascias, and also wholesale and license to partners
internationally. Our own brands include Everlast,
Lonsdale, Karrimor and Slazenger. The Group is also
proud to have a number of sporting and entertainment
personalities as ambassadors, as well as supporting
sporting events.
Multi-Channel Elevation strategy
Our Elevation strategy continues to work towards
improving our offering to customers across all our
channels, including marketing, social media, product,
digital and in-store. This aims to enable the Company,
along with our third-party brand partners, to connect
with customers via a consistent voice across multiple
platforms, including online, mobile and on the high
street. This strategy enables our stores and our online
operations to complement each other.
The websites for each of our core fascias in the UK,
including SPORTSDIRECT.com, USC.co.uk, FLANNELS.
com, Houseoffraser.co.uk and GAME.co.uk, have
undergone significant enhancements to facilitate
optimum appeal to consumers. Our product offering
across these core fascias, both in-store and online,
aims to create a compelling shopping experience in
key categories that include, amongst others, football,
women’s, kids, running, cycling, lifestyle, fashion, luxury
and gaming.
FRASERS GROUP PLC ANNUAL REPORT 2022
12

We offer product across a range of price points,
including good, better and best. This enables us to
offer more premium products, which is net-new to
the business. This gives consumers a greater range
of choices for those who wish to shop for premium
products, whilst still retaining our original entry-level and
continuity product offerings.
Progression of the Elevated Store Model
The Group remains firmly committed to the Elevation
strategy across fascias and territories building on the
momentum gained over recent years.
For Sports Direct, the beginning of the financial period
welcomed the opening of the Oxford Street, London
flagship store following a significant refurbishment.
This store showcases the elevated flagship concept in
one of Europe’s most iconic retailing destinations. A
further flagship Sports Direct store was opened after
the financial period end in Birmingham city centre,
and additional markets are being explored to deliver
equivalent flagship stores.
To complement the elevated Sports Direct concept,
store-in-store models continue to be refined for our
Evans Cycles and GAME fascia’s providing a more
diverse offer in-store.
A significant milestone over the period was the first
FLANNELS flagship store opening in Sheffield, with
this large format incorporating new categories such as
beauty and food & beverage. After the period end, the
FLANNELS flagship concept reached new heights with
the opening of the largest FLANNELS store to date
in Liverpool, covering 120,000 sq ft over seven floors.
The new store introduces new experiences such as the
boutique fitness brand Barry’s Bootcamp.
Post period end a new Jack Wills concept store was
launched in Derby. To complement this new concept a
store-in-store model has also been developed, having
been launched in selected USC locations.
Finally, a new Everlast Gym concept was delivered in
Denton, Manchester. This elevated concept sets the
new standard for the division, with more sites to follow.
Our People
The Group’s policy is to treat all our people with dignity
and respect. Frasers Group colleagues work together
across all areas of the business and we are proud that
Frasers Group Plc is one of the first public companies
in the UK to make an elected Workers’ Representative
a Board member. We welcome all new colleagues into
the Group following the acquisitions in the year and post
period end and those who joined us through the Frasers
Group Elevation Programme as well as all other
new recruits.
Remuneration and Rewards
Our policy is to foster a reward-based culture that
enables our colleagues to share in the success of the
Group. It is Company policy to pay above the statutory
National Minimum Wage, including rates that are
above the statutory National Living Wage for those
over 23 years of age in the UK. In addition to this, in the
current period the Group paid awards and incentives of
approximately £15.0m, from which both permanent and
casual colleagues benefitted.
Our Fearless 1000 share scheme will result in 1,000 of our
Fearless colleagues, who live and breathe our values -
thinking without limits and take the team with you, don’t
hesitate and act with purpose and own it and back
yourself - being eligible to receive share bonuses ranging
from £50k right up to £1m, if the share price is at £10 at
the vesting dates. See note 25 for further details.
Workers’ Representative
The Frasers Group Workers’ Representative is Cally
Price, a Manager at our Cardiff Bay store. The Workers’
Representative has a unique insight into the Group
and will speak on behalf of the Group’s workforce at all
scheduled meetings of the Board, in order to facilitate a
healthy and constructive dialogue.
Colleague Engagement
In addition to the Workers Representative, the Company
has an ongoing dialogue with colleagues via an
initiative called ‘Your Company, Your Voice.’ This is a
system whereby colleagues are able to raise any issues
of their choosing via a number of different routes, both
physical and digital. This feedback is passed to senior
management and the Workers’ Representative for
review and appropriate action.
Our Global Third-Party Brand Partners
We work with our leading third-party global brand
partners and provide significant prominence for them
with our customers across all our platforms.
Our third-party and Group brands are managed by
central brand and marketing teams. This centralised
structure significantly benefits the Group by enabling
the individual brands to participate in Group buying
and sourcing; aggregated supplier relationships and
enhanced supply chain disciplines; Group inventory
monitoring and replenishment; and more inspired and
harmonious visual merchandising in-store.
FRASERS GROUP PLC ANNUAL REPORT 2022
13

OUR STRATEGY
Frasers Group believes in the power of brands. We serve
them, nurture them, and invent them. Today more than
ever, the World looks to Brands for ideas, inspiration
and meaningful change, crexating value for people and
elevating the everyday.
Our strategy is aligned to this purpose and is based on
three interconnected focus pillars – the brands we sell,
our digital offering and our physical stores. These are
supported by a set of enablers, focused on our people,
systems, automation and data. By continuing to elevate
our performance across all areas of our strategy, we will
achieve our vision: to build the World’s most compelling
brand ecosystem.
TO
BUILD
THE
WORLD’S
MOST
COMPELLING
BRAND
ECOSYSTEM
FRASERS GROUP PLC ANNUAL REPORT 2022
14

Strategy Key Achievements In FY22 Priorities for FY23
Brands
Our customers look to brands to elevate their
everyday. They want to have the choice of the
World’s best brands, whether in sports, lifestyle or
luxury. Accessibility is essential for our success. To
achieve our vision, we focus on building excellent
relationships with our brand partners, unlocking
the best talent and product.
This powerful brand offering is supported by our
complementary range of own brands, where we
aim to offer unrivalled choice and value, and
drive growth through meaningful partnerships
and brand collaborations. We will continue
to consider strategic acquisitions that bring
attractive brands into the Group.
During FY22, our achievements included:
• Further growing our relationships with key
brand partners, such as Nike, adidas, Gucci,
Balenciaga, Mulberry and Hugo Boss, and
establishing new, innovative brand partners
such as Hermes Beauty, On Running
and Jacquemus.
• Supporting our key strategic brand partner,
Hugo Boss AG, with an increased Strategic
Investment, reflecting our growing relationship,
our confidence in its future and the potential
for synergies between our businesses.
During FY23, our priorities are to:
• Continue to nurture and strengthen our brand
partner relationships and further improve our
access to their best product and talent.
• Invest in and grow our own-brand portfolio, to
ensure they remain relevant to consumers and
pioneer the market.
• Invest in the best talent for our businesses, so
that our partners continue to have consistent
and effective communication, to ensure that
they have clear insight into the businesses’
strategic goals.
Digital
We aim to elevate our digital experience to meet
the demands of consumers and brands and offer
an outstanding experience.
Through our digital Elevation strategy, we
are continuing to invest more than £100m to
elevate our proposition across our channels. This
investment has and will further build on our core
digital foundations, to support future growth
and agility.
A key focus remains our online customer
experience, which includes investment into
platforms that will reinvent engagement, data,
marketing and customer service.
During FY22, our achievements included:
• Significantly improving the digital consumer
experience across all touchpoints within the
Group.
• Investing and working alongside industry
leaders, ensuring our web business has
remained relevant with strong performance.
• Integrated 360 marketing initiatives to
demonstrate a cohesive and better reflecting
brand image for our fascia’s.
During FY23, our priorities are to:
• Continue to invest in our online retail
capabilities, particularly on the luxury
side of the business, which will focus on
merchandising, brand adjacencies and visual
representation.
• Pioneer our approach to digital marketing
through the latest trends and consumer
insights, to ensure we are industry leaders
within this market.
• Invest in our payment platform strategy.
Physical
The elevation and concept innovation of our
physical store portfolio is a fundamental part of
our Group-wide strategy.
Across our three pillars of Sports, Premium and
Luxury, we will continue to:
• Invest in new strategic locations and
acquisitions.
• Elevate and improve our current estate,
particularly for Sports Direct.
• Give consumers access to unrivalled luxury
destinations across the UK.
• Invest in retail efficiencies which will improve
our operating, technology, and stock
capabilities.
During FY22, our achievements included:
• Opening a series of our new-concept flagship
stores, including:
• FLANNELS Sheffield and FLANNELS
Leicester, which also saw the delivery of
our first ever food & beverage concepts
and the launch of
FLANNELS Beauty.
• Sports Direct Birmingham New Street
• Continuing to open new location stores
across UK and Europe, including Brighton,
Southampton, and Hertfordshire.
• Significantly investing in our flagship
FLANNELS Liverpool on Parker Street, which
opened to great acclaim in
June 2022.
• Committing to over 500,000 sq. ft of vacant
retail space in the Irish market with recent
store openings in Derry, Cork,
and Galway.
• Acquiring Boucher Retail Park in
Northern Ireland.
During FY23, our priorities are to:
• Roll out new elevated stores across
the Group.
• Invest in new concepts and retail partner
collaborations across key categories which
will focus on fitness, home, and beauty.
• Develop and improve operational excellence
across our retail portfolio.
• Progress the ongoing elevation and
improvement of our existing store portfolio.
• Strategise and select key destinations across
Europe for expansion.
Enablers
We need to have talented people who will
enable us to succeed, supported by training that
empowers them to achieve.
To attract new talent, we will continue to develop
our employer brand, while further improving
internal communication to drive engagement
with existing colleagues.
We will also continue to invest in our systems and
automation to enhance efficiency, and in our data
capabilities, so we can make data-driven decisions.
During FY22, our achievements included:
• Doubling down on our investment in people,
launching a new careers website, introducing
new roles and programmes focused on
learning and development, reinvigorating our
retail pay rates and incentives and recruiting
over 60 new high-potential people into our
early careers programmes.
• Connecting through regular communication
and videos, to create transparency with our
Leadership team.
• Further investing in automation, now claiming
one of the largest auto stores in the World.
• Enhancing data sharing with suppliers
through electronic data interchange (EDI),
improving management of stock and
streamlining supplier payment processes.
During FY23, our priorities are to:
• Build out clear career pathways in our
Commercial function, to enable the growth
we need in this area over the coming years.
• Continue to drive a high-performance culture,
with the introduction of more regular updates
and support around colleague performance.
• Significantly expand our Retail development
offering.
• Launch a new internal comms and
engagement platform to better connect
people across our business and share key
updates and successes.
• Continue onboarding products and suppliers
onto EDI.
• Capture customer data and insights through
growth in our digital business, digital
marketing and the roll-out of our loyalty
programme.

KEY PERFORMANCE INDICATORS
The Board manages the Group’s performance by reviewing a number of key performance indicators (KPIs).
The KPIs are discussed in this Chief Executive’s Report and Business Review, the Financial Review, the Environment
section and the ‘Our People’ section.
The table below summarises the Group’s KPIs.
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
52 weeks ended
26 April 2020
Group revenue
£4,805.3m £3,625.3m £3,957.4m
Reported PBT
£335.6m £8.5m £143.5m
Adjusted PBT
(1)
£339.8m (£39.9m) £115.1m
Cash flow from operating activities
£628.9m £578.3m £425.2m
Net assets
£1,308.6m £1,211.0m £1,280.3m
Non-Financial KPIs
Number of retail stores
(2)
1,552 1,547 1,534
Workforce turnover
38.3% 28.9% 28.6%
Packaging recycling
(3)
14,405 tonnes 11,164 tonnes 12,358 tonnes
The Directors have adopted Alternative Performance
Measures (APM’s). APMs should be considered in
addition to IFRS measures. The Directors believe
that Adjusted profit before tax (PBT) provide further
useful information for shareholders on the underlying
performance of the Group in addition to the reported
numbers, and are consistent with how business
performance is measured internally. They are not
recognised profit measures under IFRS and may not be
directly comparable with ‘adjusted’ or ‘alternative’ profit
measures used by other companies.
From FY22 management changed the main reporting
KPI from Underlying EBITDA to Adjusted PBT. Adjusted
PBT is profit before tax less the effects of exceptional
items, realised foreign exchange, fair value adjustments
to derivative financial instruments included within
Finance income/costs, fair value gains/losses and profit
on disposal of equity derivatives, and share schemes.
This change has been reviewed by the Audit Committee
which has appropriately challenged management on
the presentation and the adjusting items included in
this APM.
(1) The method for calculating adjusted PBT is set out in note 4 and the Glossary.
(2) Excluding associates and stores in the Baltic states that trade under fascias other
than SPORTLAnd or SPORTSDIRECT.com. and other niche fascias. Includes GAME
and Sofa.com concessions.
(3) Cardboard and plastic recycling.
Management has taken this decision for the following
reasons:
• with the continued significant investment in and roll
out of our Elevation strategy, on both the physical
and digital fronts, the importance of depreciation
and amortisation to both the Board and our
stakeholders in terms of assessing performance has
grown;
• our understanding from a number of financial
sectors including the banking sector is that
accounting for IFRS 16 Leases is becoming an
increasingly important consideration; and
• with this new measure being introduced we are
trying to align with the Financial Reporting Council’s
thematic standpoint with regard to ‘alternative
performance measures’ as far as possible whilst
retaining a degree of interpretation given factors
outside of our control, such as FX and fair value
movements in our Strategic Investments which
are exceptionally difficult to forecast, particularly
months in advance.
FRASERS GROUP PLC ANNUAL REPORT 2022
16

Group Revenue
The Board considers that this measurement is a key
indicator of the Group’s growth.
Reported Profit Before Tax
Reported PBT shows both the Group’s trading and
operational efficiency, as well as the effects on the
Group of external factors as shown in the fair value
movements in Strategic investments and FX.
Adjusted Profit Before Tax
Adjusted PBT shows how well the Group is managing
its ongoing trading performance and controllable costs
and therefore the overall performance of the Group.
Cash Inflow from Operating Activities
Cash inflow from operating activities is considered
an important indicator for the Business of the cash
available for investment in the Elevation strategy.
Net Assets
The Board considers that this measurement is a key
indicator of the Group’s health.
Number of Retail Stores
The Board considers that this measure is an indicator
of the Group’s growth. The Group’s Elevation strategy
is replacing older stores and often this can result in the
closure of two or three stores, to be replaced by one
larger new generation store.
Workforce Turnover
The Board considers that this measure is a key indicator
of the contentment of our people. for more details refer
to the retention section of the ‘Our People’ section of this
report.
Packaging Recycling
The Board considers that this measurement is a key
indicator of our impact and commitment to the best
environmental practices. for more details refer to the
environment section of this report.
FRASERS GROUP PLC ANNUAL REPORT 2022
17

CHIEF EXECUTIVE’S REPORT AND
BUSINESS REVIEW
Clear Vision
We are accelerating our strategy to provide consumers
with access to the World’s best sports, premium and
luxury brands by providing a World-leading retail
ecosystem. Aligned with this vision, we have defined the
Group’s purpose:
To elevate the lives of the many by giving them access to the
World’s best brands and experiences.
To deliver on this mission and purpose, and to maintain
the momentum created by the Elevation strategy, we
will continue to work closely with our key brand partners
such as Nike, Hugo Boss and Stone Island, to align
plans. Our brand partnerships are deeper and stronger
than they have ever been in the Group’s history. These
relationships will allow us to continue improving our
product offering and customer experience, by creating
the best platforms to enable our brands to succeed.
We are also redeveloping our sustainability strategy to
ensure we set ambitious targets and meet them in
the coming years.
Strategic Delivery
Our focus has been on executing our Elevation
strategy, with investments across our store portfolio,
brand partnerships and further innovations across our
operations. The strategic investments we made during
the year offer exciting new opportunities for Frasers
Group, whilst also supporting the long-term future of the
existing retail businesses, saving the jobs and
livelihoods of many.
Our recent acquisition of Studio Retail Limited provides
expertise and synergies which will enable us to deliver
flexible payment models in the future. Our post period
end acquisitions of the digital-first fashion brands
Missguided and I Saw It First allows us to unlock the
latest trends in women’s fashion and e-commerce.
To strengthen our European expansion strategy,
subsequent to the period end we acquired the leading
Danish sport retailer SportMaster.
We will also continue to divest non-core assets that fall
outside our vison and key focus segments, such as our
post period end disposal of Bob’s Stores and Eastern
Mountain Sports in America. Further details can be
found within note 16.
Increased PBT Guidance
We are alive to the challenging economic conditions at
present, with inflationary pressures and supply chain
disruption causing challenges for many businesses
operating in the retail sector. As well as the significant
increase in general running costs, we are fighting
against a fundamentally flawed business rates system
which is yet to be addressed. Linked to these are the
cost-of-living pressures facing many of our consumers.
As a result, we have been conservative in our forecasting
for the next financial year. However, with our proven
strategy and strong operational backbone, we are
confident of achieving a healthy growth to between
£450m and £500m of Adjusted PBT.
Store Openings
Our Elevation strategy keeps exceeding our
expectations. Its strength is demonstrated by our recent
store openings of FLANNELS Liverpool and Sports
Direct Birmingham.
FLANNELS Liverpool is one of the largest luxury retail
investments in the UK to date. This revolutionary
seven floor, 120,000 sq. ft store in a historic building
brings a ground-breaking fashion, beauty, wellness
and restaurant experience to the North of England. It
boasts a leading collection of experiences including
boutique fitness phenomenon Barry’s Bootcamp, the
first ever of its kind in a retail environment. Our regional
flagships do not only benefit the physical environment,
but also allow us to bring in new categories and brands
that our consumers can access online through our
omnichannel platforms.
Sports Direct Birmingham follows our Oxford Street,
London, opening last summer. Both stores demonstrate
the pinnacle of our journey and showcase the strength
of our Elevation strategy. The consumer experience
has been enhanced at every stage including digital
touchpoints, activations and integrations of other
group brands such as Evans, USC and GAME, giving
access to a wider variety of products and experiences.
FRASERS GROUP PLC ANNUAL REPORT 2022
18

Big Believers in Physical Retail
We have consistently criticised the archaic business rates
regime and the need for reform. Unfortunately, these
issues remain unaddressed and are now coupled with
soaring construction and store fit out costs, making
for an extremely challenging environment to open and
operate physical stores. While others have shied away
from committing to physical retail in these difficult times,
we are convinced that consumers will still flock to stores
for great brands and experiences. This belief has allowed
us to build remarkable momentum, bucking market
trends. We will continue to invest in new store openings,
refurbishments and flagship opportunities, to bring
the World’s best brands and experiences to untapped
markets.
Digital and Operational Transformation
As part of our growth strategy, we are continually
innovating across our supply chain and logistics to
drive further efficiencies. At our Shirebrook site, home
to our distribution centre, we have invested over £200m
in automation. This makes us the biggest AutoStore in
Europe and vastly improves our digital capabilities.
This has provided us with significant operational
efficiencies and supported the smooth integration of
acquisitions into the Frasers Group platform, enabling
both our own brands and brand partners to benefit from
our World-leading operations and logistics capabilities.
At Shirebrook, we now have approximately 2 million sq.
ft of warehousing, which enables us to process up to 4
million units per week. This still leaves us with capacity
for further growth.
We have continued to iterate and improve across the
entirety of our Frasers Group platform. Most notably
we have trialled a new headless e-commerce platform
on our Malaysian site, with a view to roll-out across
the Group. This will be a transformative step for the
Group, allowing us to be more agile when entering new
territories or deploying changes to our technology stack.
Global Growth
We also have extensive ambitions to grow the business
outside of the UK and will be exploring the potential
for further international expansion through acquisitions,
joint ventures and organic openings. We have already
begun to expand our operational capabilities in Europe,
with a new development site in Bitburg, Germany set to
open in the coming years. This will have up to 2.4million
sq. ft of warehouse and distribution space, handling
approximately 300 million units annually. This will
support our growth across continental Europe.
Talent and Partners
To support the Group in executing our ambitious strategy,
I am proud to have built an excellent senior team made
up of outstanding talent. They are the driving force
behind the Group’s ambitious culture, bringing together
dynamic, talented and motivated teams to drive
growth across the business. I have made it a priority
to strengthen Frasers Group’s management team by
creating several new roles. Alongside the management
team, we will look to support the business by adding
relevant talent and expertise to the Board
when appropriate.
Finally, thank you to our people and partners for your
continued support. I am proud of the steps we have
taken this year in transforming the trajectory of Frasers
Group and look forward to another exciting year of
innovation, impact and growth.
Michael Murray
Chief Executive Officer
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
19

Performance Overview
Group revenue increased by 32.5% to £4,805.3m in
the year. UK Sports Retail revenue increased by 34.1%
to £2,640.1m, Premium Lifestyle revenue increased by
43.6% to £1,056.6m, European Retail revenue increased
by 28.4% to £790.2m, Rest of World Retail revenue
decreased by 1.6% to £150.3m and Wholesale &
Licensing revenue increased by 9.7% to £168.1m.
Group gross margin in the year has improved compared
with the prior year with a small increase of 130 basis
points from 42.2% to 43.5%. UK Sports Retail margin
increased 100 basis points to 43.1% (FY21: 42.1%),
largely due to the continually improving product
mix. Premium Lifestyle’s gross margin was 44.9%
(FY21:44.9%), consistent with the prior year as product
margins were maintained over the period. European
Retail gross margin increased to 42.7% (FY21: 39.0%),
largely due to continually improving product mix in
the core business. Rest of World Retail gross margin
increased to 51.0% (FY21: 41.9%), largely due to
decreased inventory provisions within the US businesses
as inventory management was significantly improved.
Wholesale & Licensing gross margin decreased to 37.5%
(FY21: 44.1%), largely due to product mix within the US
wholesale division.
Group Selling, distribution and administrative expenses
increased by 20.5% largely driven by increased store
costs due to the reopening of stores after lockdowns
due to the Covid-19 pandemic, no repeat of the prior
year Government support schemes such as CJRS
(Coronavirus Job Retention Scheme), business rates
relief in the prior year particularly in House of Fraser and
increased investment in marketing.
There were property related impairments in the period
totaling £227.0m (FY21: £317.0m), including £76.8m in
relation to right-of-use assets (FY21: £168.2m), £106.5m
in relation to freehold land and buildings (FY21: £84.4m),
£2.0m in relation to long-term leasehold (FY21: £3.9m),
£40.7m of other property, plant and equipment (FY21:
£59.9m) and £1.0m of investment properties (FY21:
£0.6m). Property related impairments have been
recognised following a reassessment of future expected
cash flows largely driven by supply chain issues, the
increased cost of living, the change in consumer
behaviour in moving from physical to online shopping,
the impact of direct-to-consumer and increasing costs
as a result of Brexit. Further details including sensitivity
analysis are included within note 2.
Depreciation and amortisation charges have decreased
by 15.4% to £260.0m (FY21: £307.5m) largely due to prior
period impairment and a decrease in freehold land and
buildings depreciation, following the change in useful
economic life estimate in the period. See accounting
policies for further details.
As a result, Adjusted PBT for the year was £339.8m (FY21:
loss £39.9m). Excluding acquisitions and on a currency
neutral basis, Adjusted PBT increased to £371.9m from
a loss of £22.1m. UK Sports Retail Adjusted PBT was
£196.9m up from a loss of £12.8m in FY21, while Premium
Lifestyle Adusted PBT was £10.5m, up from a loss of
£7.8m in FY21. European Retail Adjusted PBT was £88.6m,
up from a loss of £51.3m in FY21. Rest of World Retail
Adjusted PBT was £32.7m, up from £12.2m in FY21 and
Wholesale & Licensing Adjusted PBT decreased to £11.1m
from £19.8m.
Group profit before tax increased to £335.6m (FY21:
£8.5m), driven by the strong reopening of stores after
lockdown, new FLANNELS stores, continued growth
in online in the premium lifestyle segment, continued
operating efficiencies, and the FY21 comparative
including Covid-19 related lockdowns, mitigated to some
extent by property related impairments of £227.0m.
Basic EPS for the year increased to 52.9p
(FY21: loss of 16.5p).
Within other comprehensive income, the Group’s
hedging contracts increased by £43.8m (FY21: decreased
by £16.5m) as a result of the fair value movements in the
period. With regard to the Group’s long-term financial
assets, fair value movements have resulted in a loss of
£8.1m (FY21: gain of £77.3m) in the period.
The Group generated cash inflows from operating
activities during the year of £628.9m, up from £578.3m in
the prior period, largely due to the increase in operating
profit year on year, offset by the increase in inventory.
Total Net assets as at the period end totalled £1,308.6m
compared to £1,211.0m in the prior period, largely due to
the profitability of the business mitigated by significant
share buybacks.
FRASERS GROUP PLC ANNUAL REPORT 2022
20

REVIEW BY BUSINESS SEGMENT
UK Sports Retail
The UK Sports Retail segment includes all of the
Group’s sports retail and USC store operations in the
UK (including Northern Ireland), all of the Group’s online
businesses (excluding Bob’s Stores, Eastern Mountain
Sports, Baltics and Malaysia), the Group’s gyms, Evans
Cycles, GAME UK stores and the Group’s Shirebrook
campus operations. UK Sports Retail is the main driver of
the Group and accounts for 54.9% (FY21: 54.3%)
of Group revenue.
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
UK Sports Retail Revenue
2,640.1 1,968.5
Cost of Sales
(1,503.3) (1,139.2)
Gross Profit
1,136.8 829.3
Gross Margin %
43.1 42.1
Revenue increased 34.1% to £2,640.1m. Excluding
acquisitions, revenue increased 30.1%, largely due to
the strong reopening of stores after the last lockdown in
March 2021 and the comparative period being impacted
by lockdowns as a result of Covid-19.
UK Sports Retail gross margin increased to 43.1%
(FY21: 42.1%), largely due to the continually improving
product mix.
Adjusted PBT for UK Sports Retail was £196.9m (FY21:
loss of £12.8m), largely due to the strong reopening of
stores after the last lockdown in March 2021 and the
comparative period being impacted by lockdowns as
a result of Covid-19 and a reduction in property related
impairments in the current period (FY22: £103.4m
compared to FY21: £201.9m).
UK Sports Retail Store Portfolio
(3)
24 April 2022 25 April 2021
England
387 394
Scotland
37 39
Wales
30 31
Northern Ireland
19 21
Isle of Man
1 1
GAME UK (1)
259 247
Evans Cycles (2)
57 48
USC
18 25
Total
808 806
Opened
90 93
Closed
(88) (98)
Acquired
- 42
Area (sq.ft.)
approx. 6.7m approx. 6.5m
(1) The GAME UK store numbers include 125 concessions operating within
Sports Direct fascia stores (FY21: 71) and does not include BELONG arenas.
(2) The Evans Cycles store numbers include 2 concessions operating within
House of Fraser fascia stores (FY21: 1).
(3) Table excludes the Group’s standalone gyms.
FRASERS GROUP PLC ANNUAL REPORT 2022
21

Premium Lifestyle
Premium Lifestyle consists of FLANNELS, Cruise, van
mildert, House of Fraser, Jack Wills and Sofa.com fascia
stores and corresponding web sales.
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Gross Transaction Value (GTV)
(1)
1,133.8 788.1
Revenue
1,056.6 735.6
Cost of Sales
(581.8) (405.3)
Gross Profit
474.8 330.3
Gross Margin %
44.9 44.9
Adjusted PBT
10.5 (7.8)
(1) GTV being gross sales net of VAT, discounts and returns, and gross sales where the
Group acts as agent.
Revenue grew 43.6% to £1,056.6m. This was largely due
to new FLANNELS stores, continued growth in online,
growth in House of Fraser, and the impact of Covid-19
related lockdowns on the prior period comparative.
Gross margin was 44.9%, consistent with the prior year
as product margins were maintained over the period.
It should be noted that despite year-on-year trading
improvements in the House of Fraser business, business
rates in their current form continue to be a significant
and disproportionate cost to House of Fraser.
Adjusted PBT for Premium Lifestyle increased from a
loss of £7.8m in FY21 to a profit of £10.5m for the period,
largely due to new FLANNELS stores, continued growth
in online, the strong reopening of stores after the last
lockdown in March 2021, offset by more significant
property related impairments in the current period (FY22:
£103.5m compared to FY21: £40.9m).
Premium Lifestyle Store Portfolio
24 April 2022 25 April 2021
FLANNELS
53 41
Jack Wills
(2)
52 60
House of Fraser / Frasers
(2)
39 43
Sofa.com
(1)
23 24
Cruise
5 5
18 Montrose
4 3
van mildert
1 1
Garment Quarter
1 1
Psyche
1 1
Total
179 179
Opened
21 12
Closed
(21) (17)
Acquired
- 5
Area (sq.ft.)
approx. 4.0m approx. 4.2m
(1) Sofa.com store numbers include 17 concessions operating within House of Fraser
fascia stores (FY21: 17).
(2) Jack Wills and Frasers stores in Republic of Ireland are shown in the European
store numbers as opposed to the Premium Lifestyle store numbers.
FRASERS GROUP PLC ANNUAL REPORT 2022
22

European Retail
The European Retail division includes the Group’s sports
retail store management and operations in Europe,
including the Group’s European distribution centres in
Belgium and Austria, stores and corresponding web
business in the Baltic regions and GAME Spain stores
and corresponding web business.
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Revenue
790.2 615.2
Cost of Sales
(452.9) (375.5)
Gross Profit
337.3 239.7
Gross Margin %
42.7 39.0
Adjusted PBT
88.6 (51.3)
Revenue increased 28.4% to £790.2m. On a currency
neutral basis and excluding acquisitions, European Retail
revenue increased by 33.4%, largely due to temporary
store closures as a result of Covid-19 in the prior period
comparative.
Gross margin increased to 42.7%, largely due to
continually improving product mix in the core business.
Adjusted PBT for European Retail improved from a loss of
£51.3m in FY21 to a profit of £88.6m for the period, largely
due to the strong reopening of stores after lockdown, the
comparative period being impacted by lockdowns as a
result of Covid-19, especially in Ireland and significant
property related impairments in the prior period of
£71.6m compared to £17.9m in the current period.
All of the following stores are operated by companies
wholly owned by the Group, except Estonia and Latvia
where the Group owns 60.0% and Lithuania where the
Group owns 51%.
European Retail Store Portfolio
(1)
24 April 2022 25 April 2021
GAME Spain
235 236
Republic of Ireland
(1)
43 39
Belgium
34 34
Portugal
21 20
Estonia
(2)
20 21
Austria
19 20
Lithuania
(2)
19 18
Latvia
(2)
18 17
Poland
13 14
Slovenia
13 13
Czech Republic
12 12
Spain
10 9
Hungary
8 8
Cyprus
6 6
Holland
5 5
Slovakia
5 5
France
4 4
Luxembourg
2 2
Germany
1 2
Iceland
1 1
Total
489 486
Opened
12 13
Closed
(9) (38)
Acquired
- -
Area (sq.ft.)
approx. 3.7m approx. 3.6m
(1) Excluding Heatons fascia stores
(2) Includes only stores with SPORTSDIRECT.com and SPORTLAnd fascias.
FRASERS GROUP PLC ANNUAL REPORT 2022
23

Rest of World Retail
Rest of World Retail includes sports stores in Malaysia
trading under the Sports Direct fascia, retail stores in the
US trading under Bob’s Stores and Eastern Mountain
Sports and their online businesses. In Malaysia the stores
are 51.0% owned by the Group.
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Revenue
150.3 152.7
Cost of Sales
(73.6) (88.7)
Gross Profit
76.7 64.0
Gross Margin %
51.0 41.9
Adjusted PBT
32.7 12.2
(1) GTV being gross sales net of VAT, discounts and returns, and gross sales where the
Group acts as agent.
Revenue decreased 1.6% to £150.3m, mostly due to the
US businesses offset by an increase in Malaysia. Gross
margin increased to 51.0% from 41.9%, largely due to
decreased inventory provisions within the US businesses,
as inventory management was significantly improved.
Adjusted PBT was £32.7m, compared to £12.2m in FY21,
largely due to overall operating efficiencies in the US
businesses.
Subsequent to the period end the Bob’s Stores and
Eastern Mountain Sports fascias and their corresponding
e-commerce offerings were disposed of.
Rest of World Retail Store Portfolio
24 April 2022 25 April 2021
Malaysia
34 33
Bob’s Stores
21 22
Eastern Mountain Sports
21 21
Total
76 76
Area (sq.ft.)
approx. 1.3m approx. 1.3m
Wholesale & Licensing
The portfolio of Group brands includes a wide variety of
World-famous sport and lifestyle brands. The Group’s
Sports Retail division sells products under these brands
in its stores, and the Wholesale & Licensing division
sells the brands through its wholesale and licensing
activities. The Wholesale & Licensing division continues
to sponsor a variety of prestigious events and retains a
variety of globally recognised celebrities and sporting
professionals as brand ambassadors.
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Wholesale
145.3 131.5
Licensing
22.8 21.8
Total Revenue
168.1 153.3
Cost of Sales
(105.0) (85.8)
Gross Profit
63.1 67.5
Gross Margin %
37.5 44.1
Adjusted PBT
11.1 19.8
Revenue increased by 9.7% to £168.1m. Wholesale
revenues were up 10.5% to £145.3m and Licensing
revenues increased 4.6% to £22.8m, largely due to the
prior period comparative being impacted by Covid-19.
Total gross margin decreased to 37.5% (FY21: 44.0%),
largely due to product mix within the US wholesale
division. Adjusted PBT decreased 43.9% to £11.1m (FY21:
£19.8m), largely due to impairment of goodwill in
the period.
FRASERS GROUP PLC ANNUAL REPORT 2022
24

PROPERTY REVIEW
The beginning of the financial year welcomed the
opening of the refurbished Sports Direct on Oxford
Street, London, showcasing the elevated store model
in one of Europe’s most iconic retailing destinations.
Further Sports Direct flagship locations in the pipeline
include Birmingham, which opened shortly after the
financial period end and Manchester, due to open late
FY23. Opportunities to deliver this flagship concept are
also being considered in various European capital cities.
In addition, a refurbishment model has been trialled
and is under development, to elevate appropriate stores
which are currently trading.
FLANNELS experienced significant new store activity
over the period with 15 new openings. The most notable
opening was delivering the first FLANNELS flagship store
in Sheffield incorporating beauty and food & beverage
elements across 55k sq ft. The outcome is a World-class
luxury offering receiving industry recognition. A second
FLANNELS Flagship store was also opened in Fosse Park,
Leicester, in the period. Further flagship sites have been
secured in Liverpool which is now trading, along with
Cardiff and Leeds which are both due to open during
FY24. FLANNELS will also be expanding its store network
into Ireland over the coming financial period. These will
be the first store openings outside of the U.K. for the
brand having secured sites in Dublin, Blanchardstown
and Cork.
The Group continues to identify large sites, which
working with collaborative landlords can be configured
to provide a multi fascia offering. Over the period sites
have been secured at Derby, Cork and Newbridge in
Ireland, to develop into Frasers and Sports Direct stores.
The main objective for the Group’s estate remains the
move to turnover-based rents. There has been significant
investment into new store concepts across all the
Group’s brands, including more recently the new Everlast
Gym concept as well as enhancements to existing brand
concepts such as the Sports Direct and FLANNELS
Flagship concepts. Where landlords are prepared to
co-invest in new stores the Group is prepared to enter
into long leases.
The Group remains acquisitive across fascias and
territories, with an exciting pipeline of new stores due to
open in the coming financial year; the number of new
store openings is expected to be comparable to FY22.
However, caution is being applied over shop fit costs,
which are being monitored closely and could influence
the store opening pipeline. In the usual manner, freehold
investment activity will continue to be used as an option
to secure space for the Group.
The business rates regime continues to be a challenging
landscape to navigate, particularly on large stores
and former department stores. With further clarity
required on the new regime effective April 2023 and the
uncertainty around transitional relief arrangements, the
Group is taking a cautious view on future rates liabilities.
Store Portfolio – UK Retail
Sports Stores in the UK (including Northern Ireland):
• Sports Direct is currently operating 387 stores in
England, 37 in Scotland, 30 in Wales and 19 in
Northern Ireland. There were 18 openings and 30
closures over the period. The majority of closures
were linked to new larger store openings and
closures, following the acquisition of the DW Sports
estate in FY21.
• Noteworthy openings include the Oxford Street
flagship (55k sq ft), Leicester Fosse Park (35k sq ft)
and Cheshunt (25k sq ft), a new market opening
following the successful asset management plan of
the retail park that the Group acquired in FY20.
• Store-in-store GAME/BELONG and Evans Cycles
concepts have been developed to complement
Sports Direct formats in selected locations. All new
store openings include a USC zone providing a
lifestyle offering, as part of the elevated store model
across all size formats.
Store Portfolio – Evans Cycles:
• There are currently 57 Evans Cycle stores trading, an
increase of nine stores over the period as a result
of ten openings and one closure. The Evans Cycles
store-in-store concept continues to be refined and
will be rolled out into selected future store openings.
Store Portfolio – GAME UK:
• The relocation program transitioning GAME stores
into selected Sports Direct stores continued over
the period and will continue throughout FY23. With
GAME now forming part of a significant number of
new Sports Direct store openings, the overall number
of GAME stores for the UK estate increased to 259,
having closed 50 and opened 62.
• The BELONG gaming arenas form part of GAME
stores in selected viable locations and have been
introduced to a number of elevated Sports Direct
stores. Note the GAME store numbers do not
include BELONG.
FRASERS GROUP PLC ANNUAL REPORT 2022
25

Store Portfolio – Premium Lifestyle
FLANNELS, Cruise and van mildert:
• Across the FLANNELS, Cruise and van mildert
fascias there was significant store activity with
16 openings and four closures resulting in a net
increase of 12 stores. Combining these fascias,
the total estate at the end of the financial period
amounted to 59 stores.
• Key openings for FLANNELS include the
Meadowhall flagship being the first FLANNELS store
to incorporate a beauty offering and F&B along
with the Leicester Fosse Park Flagship opening
shortly after. FLANNELS was also introduced on the
South Coast of England for the first time opening at
Southampton, Brighton and Portsmouth.
• After the financial period, the largest FLANNELS
flagship store to date was opened in Liverpool
covering seven floors over 120,000 sq ft and
introducing new experiences such as the boutique
fitness brand Barry’s Bootcamp.
• A refit programme refreshing older stores to the
new standard continued over the period and
will continue throughout the upcoming financial
period. There will be a focus on securing further
new stores in key incremental markets as well as
flagship locations.
• Finally, FLANNELS is due to launch in the Republic
of Ireland over FY23 having secured three new store
locations over the period. The secured locations are
in Dublin, Blanchardstown and Cork.
House of Fraser (HoF):
• At the end of FY22 there were 39 House of Frasers
stores trading, a net decrease of four stores after five
closures and one opening.
• Having come back into effect following relief over
the pandemic, the current business rates regime
remains a significant burden on the Hof estate
particularly given the large store sizes. Clarity
around the new regime effective April 2023 is
eagerly awaited and will be an influential factor on
the Hof estate.
• Whilst a significant proportion of the Hof estate
remains on short term flexible leases, progress has
been made on securing long term solutions. New
Frasers stores due to open over FY23 include Derby
along with Cork and Newbridge in Ireland.
Jack Wills:
• Over FY22 there were eight store closures reducing
the estate to 52 stores. Negotiations with landlords
continue to transition to long term leases.
• A new store concept for Jack Wills was delivered
shortly after the FY22 period end in Derby and
additional locations to deliver the new concept are
being pursued. Further to this a new shop-in-shop
concept has been developed and implemented in a
number of USC locations.
Store Portfolio - European Retail:
Republic of Ireland (ROI):
• At the end of the financial period there were 43
stores within the Republic of Ireland (ROI), a net
increase of four stores. Key new openings included
Sports Direct stores in Galway, Newbridge and Cork
Mahon Point Shopping Centre, which are all new
incremental markets.
• Further incremental markets and upsizes across the
ROI are actively being pursued for Sports Direct.
Along with the new store pipeline, a refit programme
is underway elevating appropriate Sports Direct
stores to the latest concept.
• During the financial period three FLANNELS
locations were secured in ROI and due to open over
FY23. This is a first for the fascia and the territory.
The secured locations were Dublin, Blanchardstown
and Cork.
FRASERS GROUP PLC ANNUAL REPORT 2022
26

Store Portfolio Europe (excluding ROI):
• The Group continues to operate sports stores in 19
countries in Europe.
• 211 Sports retail stores in Europe (excluding ROI, plus
26 non-core, speciality and outlet stores).
• Total sq.ft. of approx. 2.7m of all sports fascias
in Europe (including Sportland, Lillywhites,
SportsWorld etc).
• Closed 1 GAME store in Spain during the period.
• Seven openings in six different countries.
• Eight closures in five different countries either due
to poor performance, beneficial trade transfer or
landlords required the units back.
• During the period four elevated Sports Direct stores
incorporating a USC were opened totalling 47,012
sq ft of retail space. One of these was a freehold
purchased in FY20 that has been refurbished and
opened as an elevated Sports Direct store alongside
a right-sized Toys R Us store.
• As is the case in the UK, the Group is firmly
committed to the rollout of elevated stores across
Europe. Due to the accelerated shift to online
experienced across Europe due to the effects of
Covid-19 and a number of retailers reducing their
portfolio size, the Group believes it can capitalise
on these market conditions to efficiently expand
our physical estate, focussing on capital city and
flagship opportunities.
• We further expanded our geographical coverage
with the purchase of Denmark’s number one
Sporting Goods chain, Sportmaster, shortly after
the financial period. This increased our sports store
numbers by a further 75.
Store Portfolio – Rest of the World:
• 34 stores in Malaysia following 4 openings and 3
closures over FY22. Our flagship store at Sunway
Carnival totalling 18,284 sq ft and incorporating a
USC lifestyle area on the ground floor, opened in the
period alongside our Frasers Group Asia HQ at the
Sunway Pyramid retail and leisure complex.
• The Malaysian elevation and expansion drive
continues with all long term stores now elevated
into the latest Sports Direct fit outs. Five of these
stores now have USC areas within and we will
look to roll-out this concept across the estate
where appropriate.
• 42 stores in the USA, following one closure in FY22.
The Group subsequently sold the Bob’s Stores and
Eastern Mountain Sports business shortly after the
financial period end.
Freehold / Long Leasehold Property:
• Over FY22 a total of 14 properties were acquired
across the Group, totalling £121.3m. The most
significant purchase was Boucher Road Retail
Park in Northern Ireland for £40.0m. One site was
acquired within the EU consisting of development
land for a logistics scheme.
• Disposal of property assets continues to be standard
practice for the Group. Over the period eight
disposals completed in the Group totalling £36.8m.
There were no disposals across the EU or RoW.
• For the upcoming financial period it is anticipated
that Freehold acquisition activity will be broadly in
line with previous financial years.
Michael Murray
Chief Executive Officer
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
27

FINANCIAL REVIEW
The Financial Statements for the Group for the 52 weeks
ended 24 April 2022 are presented in accordance with
International Financial Reporting Standards (IFRS).
Summary of Results
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Revenue
4,805.3 3,625.3
Reported profit before tax
335.6 8.5
Adjusted PBT
(1)
339.8 (39.9)
Earnings per share (EPS)
Pence per share Pence per share
Reported basic EPS
52.9 (16.5)
Adjusted basic EPS
(2)
53.9 (27.3)
(1) Adjusted PBT is profit before tax less the effects of exceptional items, realised
foreign exchange, fair value adjustments to derivative financial instruments
included within Finance income / costs, fair value gains/losses and profit on
disposal of equity derivatives, and share schemes. Further detail on this
calculation can be found in the Glossary.
(2) Adjusted basic EPS is reported basic EPS less the effects of exceptional items,
realised foreign exchange, fair value adjustments to derivative financial
instruments included within Finance income/costs, fair value gains/losses and
profit on disposal of equity derivatives, and share schemes. Further detail on this
calculation can be found in note 15.
Foreign Exchange and Treasury
The Group reports its results in GBP but trades
internationally and is therefore exposed to currency
fluctuations on currency cash flows in various ways.
These include purchasing inventory from overseas
suppliers, making sales in currencies other than GBP and
holding overseas assets in other currencies. The Board
mitigates the cash flow risks associated with these
fluctuations with the careful use of currency hedging
using forward contracts and other derivative
financial instruments.
The Group uses forward contracts that qualify for hedge
accounting in two main ways – to hedge highly probable
EUR sales income and USD inventory purchases. This
introduces a level of certainty into the Group’s planning
and forecasting process. Management has reviewed
detailed forecasts and the growth assumptions within
them and is satisfied that the forecasts meet the criteria
for being highly probable forecast transactions.
As at 24 April 2022 and as detailed in note 30c, the
Group had the following forward contracts that
qualified for hedge accounting under IFRS 9 Financial
Instruments, meaning that fluctuations in the value of
the contracts before maturity are recognised in the
Hedging Reserve through Other Comprehensive Income.
After maturity, the sales and purchases are then valued
at the hedge rate.
Currency
Hedging
against
Currency
value
Timing Rates
USD / GBP
USD
inventory
purchases
USD 480m FY23 1.41
USD / EUR
USD
inventory
purchases
USD 120m FY23-FY24 1.26 – 1.31
EUR / GBP
Euro sales EUR 600m FY23, FY25 0.99 - 1.08
The Group also uses currency options, swaps and spots
for more flexibility against cash flows that are less than
highly probable and therefore do not qualify for hedge
accounting under IFRS 9 Financial Instruments. The fair
value movements before maturity are recognised in the
Income Statement.
The Group has the following currency options and
unhedged forwards:
Currency
Expected
use
Currency
value
Timing Rates
USD / EUR
USD
inventory
purchases
USD 120m FY23, FY25 1.26 – 1.31
EUR / GBP
Euro sales EUR 740m FY23, FY26 0.99 - 1.08
The Group is proactive in managing its currency
requirements. The Treasury team works closely with
senior management to understand the Group’s
plans and forecasts, and discusses and understands
appropriate financial products with various financial
institutions, including those within the Group Revolving
Credit Facility (RCF). This information is then used to
implement suitable currency products to align with the
Group’s strategy.
Regular reviews of the hedging performance are
performed by the Treasury team alongside senior
management to ensure the continued appropriateness
of the currency hedging in place and, where suitable,
to implement additional strategies and / or restructure
existing approaches, in conjunction with our financial
institution partners.
Given the potential impact of commodity prices on raw
material costs, the Group may hedge certain input costs,
including cotton, crude oil and electricity.
Taxation
The effective tax rate on profit before tax in FY22 was
23.5% (FY21: 1,017.6%). The prior year was impacted by
more significant property impairments and disallowable
depreciation compared to FY22.
FRASERS GROUP PLC ANNUAL REPORT 2022
28

Earnings
Basic earnings per share (EPS) is calculated by dividing
the earnings attributable to ordinary shareholders
by the weighted average number of ordinary shares
outstanding during the financial period. Shares held in
Treasury and the Employee Benefit Trust are excluded
from this figure.
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
Pence Per Share Pence Per Share
Reported EPS (Basic)
52.9 (16.5)
Adjusted EPS (Basic)
(1)
53.9 (27.3)
Weighted average number of
shares (actual)
471,975,282 501,955,281
(1) Adjusted earnings per share measures provide additional useful information for
shareholders on the underlying performance of the business and are consistent
with how business performance is measured internally. Adjusted earnings is not a
recognised profit measure under IFRS and may not be directly comparable with
adjusted profit measures used by other companies. Further details can be found in
the Glossary.
Dividends
The Board has decided not to pay a final dividend in
relation to FY22 (FY21 £nil). The Board remains of the
opinion that it is in the best interests of the Group and its
shareholders to preserve financial flexibility and facilitate
future investments and other growth opportunities. The
payment of dividends remains under review.
Capital Expenditure
During the period, gross capital expenditure (excluding
IFRS 16) amounted to £323.2m (FY21: £219.4m), which
included £121.3m on freehold and investment properties
(FY21: £84.3m) and £36.8m on warehouse automation
(FY21: £48.5m).
Strategic Investments
The Group continues to hold various strategic
investments as detailed in note 21. In addition, the Group
also holds indirect strategic investments within contracts
for difference and options.
The fair values of the contracts for difference and options
are recognised in Derivative Financial Assets or Liabilities
on the Group Balance Sheet, with the movement in fair
value recorded in the Income Statement.
Acquisitions
On 25 February 2022, the Group acquired the entire
share capital of Studio Retail Limited and certain other
assets of Studio Retail Group Plc (in administration).
The consideration for the transaction comprised cash
and the release of SRG from its liabilities to the lending
banks under its revolving credit facilities resulting in
a cash payment by Frasers Group to the lenders of
£28.3m. As Frasers Group seeks to elevate its customer
journey including a flexible repayment proposition,
the acquisition of SRL will provide Frasers Group with
expertise and synergies that will accelerate this ambition.
Related Parties
MM Prop Consultancy Limited, a company owned and
controlled by Michael Murray, who is a member of key
management personnel as per IAS 24, continued to
provide property consultancy services to the Group
during FY22. During FY22, MM Prop Consultancy Limited
was primarily tasked with finding and negotiating the
acquisition of new sites in the UK, Europe and Rest of
the World, for both our larger-format stores and our
combined retail and gym units but it also provides
advice to the Company’s in-house property team in
relation to existing sites in the UK, Europe and Rest
of the World.
In the year, all properties have been assessed
that are considered to have created value across
all the outstanding freehold and long leasehold
properties over the applicable period from the MM
Property Consultancy agreement commencement
to 29 September 2021, they have been valued by an
independent valuer who confirms the value created by
MM Prop Consultancy Limited. The Group’s independent
Non-Executive Directors then review and agree the value
created and have full discretion to approve a payment
to MM Prop Consultancy Limited of up to 25% of
the value created.
On 1 May 2022 Michael Murray was appointed as
CEO. Prior to his appointment MM Prop Consultancy
Limited and Frasers Group finalised the terms on which
any relevant prior consultancy services agreements
are terminated. The Board has now completed its
assessment of the unsettled value created by MM Prop
Consultancy Limited to the Group, with the assistance of
independent third-party experts.
MM Prop Consultancy Limited is entitled to up to 25%
of any value created by services provided to the Group.
MM Prop Consultancy Limited has agreed to waive
contractually due amounts, including part crediting
previous payments under this agreement, such that
the Group receives a 40% discount as part of the
finalisation and cessation of the consultancy agreement.
The final payment to be made by the Group to MM
Prop Consultancy Limited following the application of
this discount is £20.9m which was paid in the year (FY21:
£2.5m was accrued and subsequently paid in FY22).
FRASERS GROUP PLC ANNUAL REPORT 2022
29

During FY21 the Group entered into an agreement
with M.P.M Elevation Limited, a company owned and
controlled by Michael Murray, in relation to Elevation
strategy services. M.P.M Elevation Limited was paid
£0.1m in relation to the provision of the Elevation
strategy services (FY21: £0.1m).
Other related parties are disclosed in note 35.
Cash Flow and Net Debt
Net debt increased by £242.2m, from £248.9m at 25 April
2021 to £491.1m at 24 April 2022 (including the £232.0m
borrowings acquired due to the acquisition of Studio
Retail). Interest on bank loans and overdrafts increased
to £13.6m (FY21: £11.1m) largely due to increased usage of
the RCF in the period.
Analysis of Net Debt:
24 April 2022 25 April 2021
(£m) (£m)
Cash and cash equivalents
336.8 457.0
Borrowings
(827.9) (705.9)
Net debt
(491.1) (248.9)
On 30 November 2021 the Group refinanced its existing
borrowings and entered into a combined term loan and
revolving credit facility of £930.0m for a period of three
years, with the possibility to extend this by a further two
years. This facility increased to £940.0m as at 24 April
2022 and to £980.0m subsequent to the period end.
The Group continues to operate comfortably within its
banking facilities and covenants and the Board remains
comfortable with the Group’s available headroom.
Note: Due to the timing of payroll and supplier
payments, net debt at calendar period end 30 April 2022
was materially higher than at 24 April 2022.
Cash flow:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Cash inflow from operating activities
628.9 578.3
Income taxes paid
(121.0) (59.3)
Invested in:
Purchase of subsidiaries, net of cash
acquired
(0.2) (39.4)
Purchase of listed investments
(198.4) (113.3)
Proceeds on disposal of listed
investments and derivatives
238.4 7.0
Proceeds on disposal of subsidiary
undertaking
1.0 -
Proceeds in relation to equity
derivatives
117.4 48.1
Net capital expenditure
(280.2) (192.3)
Exchange movement on
cash balances
0.1 (5.3)
Investment income received
1.0 0.5
Finance income received less finance
costs paid
(26.5) (22.6)
Lease payments
(176.2) (78.0)
Purchase of own shares
(193.2) (4.3)
Borrowings acquired through
business combinations
(232.0) -
Repayment of acquired debt
- (1.4)
Dividend paid to non-controlling
interest
(1.3) (0.9)
(Increase) / decrease in net debt
(242.2) 117.1
Summary of Consolidated Balance Sheet
(Extract)
24 April 2022 25 April 2021
(£m) (£m)
Property, plant and equipment
816.3 915.2
Right of use assets
194.7 249.7
Investment properties
89.2 14.1
Long-term financial assets
206.6 263.3
Deferred tax assets
100.8 66.8
Inventory
1,277.6 1,096.6
Trade and other receivables
841.4 546.5
Provisions
433.0 361.2
Trade and other payables
729.8 646.3
Lease liabilities
620.6 722.7
Borrowings
827.9 705.9
The majority of the decrease in property, plant and
equipment relates to the impairments of freehold land
and building and plant and equipment due to the
significant economic factors which are headwinds on
the business, including challenges with supply chain,
increased energy costs and cost of living.
FRASERS GROUP PLC ANNUAL REPORT 2022
30

IFRS 16 right of use assets have decreased largely due to impairments. Lease liabilities have decreased largely due to
lease payments during the period.
Long-term financial assets have decreased during the period due to the reduction in the valuation of Studio Retail
Group plc.
Inventory has increased due to the acquisitions in the period, these being the single individual reason.
Receivables includes a £88.3m reimbursement asset in relation to the Group’s ongoing non-UK tax enquiries (FY21:
£118.3m), £243.9m relating to deposits in respect of derivative financial instruments (FY21: £131.0m) with the increase
mainly relating to Hugo Boss and £234.2m credit customer receivables relating to the Studio Retail business (FY21: £nil).
Provisions have increased mainly due to the acquisition of SRL in the period.
Payables have increased largely due the acquisition of SRL in the period.
Summary of Company Balance Sheet (Extract)
24 April 2022 25 April 2021
(£m) (£m)
Investments
1,443.6 1,494.9
Debtors
512.8 162.9
Creditors: amounts falling due within one year
(985.7) (609.0)
Investments relates to investments in subsidiaries and long-term financial assets. The majority of the decrease relates
to Studio Retail Group Plc.
The majority of the movement in debtors relates to an increase in collateral to cover margin requirements for derivative
transactions held with counterparties.
Creditors largely relates to amounts owed to
Group undertakings.
Chris Wootton
Chief Financial Officer
20 September 2022
NONFINANCIAL INFORMATION
The table below sets out where the information required by sections 414CA and 414CB of the Companies Act 2006 can
be found in this Annual Report.
Requirement Location Relevant Policies
Environmental Matters Environment pages 38 to 39 Environmental policy
Employees ESG Report pages 33 to 37
Staff Handbook
Employee Data Privacy Statement
Acceptable Use Policy
Social Matters* ESG Report pages 33 to 37
Human Rights ESG Report pages 33 to 37 Anti-Slavery and Human Trafficking Policy
Anti-Bribery & Corruption policy ESG Report pages 33 to 37
Staff Handbook Anti-Bribery & Corruption policy
Whistleblowing Policy
Code of Conduct / Supply Policy
* We continually work to ensure that we improve in this sector. Our policy is not sufficiently formalised although evidence of what we do can be located on pages 33 to 37.
FRASERS GROUP PLC ANNUAL REPORT 2022
31

WORKERS’
REPRESENTATIVE REPORT
I have now been in the role of Workers Representative
and Non-Executive Director for three years and during
this period, my relationship with both my colleagues and
the Board have gone from strength to strength.
Although this past year has had challenges for the
retail sector as a whole, this has not detracted from
the wellbeing and development of our people being a
key focus. I continue to have full control and ownership
of the colleague welfare portal, where every colleague
has the opportunity to raise concerns or queries directly
to me. I operate with complete transparency and any
findings from these platforms are shared with the rest
of Board or, if appropriate, in accordance with our
whistleblowing policy.
A key success of my role this year was being able to host
and present to all our Retail Managers at conferences
held at our London and Shirebrook offices. At the
conferences, we celebrated our people and rewarded
every Manager with a selection of gifts for their efforts
over the past year, including a number of points under
the Fearless 1000 scheme to managers and
their colleagues.
Furthermore, I am pleased that despite the challenges
that the retail sector faces, this year we have revived our
retail colleague bonus and launched new reward and
recognition incentives, reinforcing the value we place
in our people.
Continuing my focus on our people, I am working across
the UK facilitating focus groups with colleagues of
varying seniority and experience to ensure our people
are consistently given a platform for their voices
to be heard.
This year, I have attended both the Remuneration and
Nomination committees, so I have full transparency and
insight into everything at Board level. This has not only
proved useful to me for my own personal development
but has given me a greater depth and understanding of
the topics that are discussed at Board level. With each
passing year, I am confident that I continue to add value
to both our Non-Executive and Executive teams.
I am looking forward to the year ahead and supporting
our incoming CEO Michael Murray, to ensure that
Frasers Group continues to place our people at the heart
of the business.
FRASERS GROUP PLC ANNUAL REPORT 2022
32

ESG REPORT
Our People
We have approximately 30,000 people across the Group.
Building on strong foundations around how we manage
and support our people, during FY22 we have continued
to invest in and improve the experience of working for
Frasers Group.
Culture and Values
Our culture and values continue to be integral to the
environment we are creating for our colleagues to
work in. We have maintained a focus on embedding
our values through every aspect of the colleague
journey, including recruitment, reward and recognition,
leadership and learning and how we measure
performance. Having this thread running through our
approach around people ensures we are clear about
what is important and what success looks like, so our
people understand how they can develop and progress.
Our values are:
• Own it and back yourself
• Don’t hesitate and act with purpose
• Think without limits and take the team with you
This year we have developed our recruitment process
to include a specific culture and values assessment,
ensuring that we select those people who are most
aligned with our business and ways of working,
improving their experience and their chances of
achieving success with us.
We have also focused on continuing to drive awareness
of Frasers Group as an employer externally, driven by a
social media strategy designed to:
• raise the reputation and profile of Frasers Group;
and
• bring the organisation to life for potential
future talent.
This strategy has driven an increase in followers of 71%
across our Frasers Group Linked In account and an
increase in followers of 34% on Instagram. We have also
undertaken an external survey, representative of the UK
working population, with our specialist employer brand
partner and we learned that 78% of those who are
aware of Frasers Group would consider working for us.
We also recognise that internal communication is
an integral part of engaging our colleagues with
the business and our culture and this year we raised
the bar with a significant levelling up in our internal
communications approach. We have delivered
a monthly newsletter from our senior leaders to
all colleagues, updating on key events across the
organisation, as well as regular updates celebrating our
success through programmes like our monthly Frasers
Champion awards, weekly round ups of all comms
messages and more focus on driving function updates
via our central comms teams, to improve consistency
and accessibility.
We also held our first Retail Managers Conference in
over two years following the pandemic. This event
saw our Retail Managers across the UK and Europe
come together over three weeks to thank them for their
hard work and dedication during the pandemic and
to recognise their incredible efforts since returning to
work. Here we also re-invigorated our retail incentive
schemes, recognition events and awarded points under
our Fearless 1000 bonus scheme (more details below).
We also held dedicated conferences for the first time for
some of our key support functions across the business.
Attraction
We aim to hire the best people within each discipline
across our organisation. Our ability to do so is key to our
strategy and success.
This year, we launched a new careers website, designed
to engage and educate potential new hires about
who Frasers Group are, our culture and values and the
people who make our business what it is. This was also
underpinned by the introduction of a new Applicant
Tracking System, to improve our ability to source the best
candidates for all roles across the business and improve
the experience our candidates have when applying for
roles with Frasers Group.
We understand that one of the best ways to find people
who are suitable for our organisation is through the
recommendation of people that already work for us, so
this year we also re-launched an internal referral scheme,
encouraging colleagues who work for us to recommend
people they know for key roles.
Retention
Alongside hiring the best people, we aim to retain their
knowledge, skills and commitment within the Group.
FY22 saw one of the most challenging landscapes
for colleague retention in recent times and as a result,
we saw an increase in the attrition of our UK salaried
colleagues to 33% (29% in FY21). Pleasingly however,
across our Store Manager population within Sports
Direct, our stability increased to 91% from 84% in FY21.
Our Assistant Manager stability increased to 87% from
86% and our Footwear Manager stability decreased
slightly to 91%, compared to 94% in FY21.
FRASERS GROUP PLC ANNUAL REPORT 2022
33

Development
Continuing our objective of populating the organisation
with high-calibre, well trained people to be the future
leaders of Frasers Group, this year we have started
an investment of over £1m in the development of our
people. We have introduced a new Head of Learning &
Development to shape and develop a comprehensive
offering of operational, technical and soft skills
development. Our new group L&D team provides a
shared service across the business, with a key focus
on management and leadership development, retail
capability, commercial training and the learning
experience of our colleagues. We have also invested in
new ‘Head of’ roles in each of these areas and, true to
our core principles around promoting from within, all of
these roles have been filled by internal talent.
We have already launched a new Leadership Academy,
which houses a trio of options for our people leaders
across the Group. These include premium digital
on-demand content from our strategic partners
Sporting Edge, our own in-house development
programme, Managing Without Limits, as well as access
to professionally accredited qualifications from the
Chartered Management Institute (CMI) in partnership
with Corndel and Imperial College’s Business School.
We have also kicked off our most significant cohort of
internal apprenticeships yet, with 154 people from our
early career talent pool enrolled on our new Retail Team
Leader programme, investing almost £700k from our
apprenticeship levy funds.
Within Retail, we have revised our new store on-boarding
programme for Management colleagues and developed
a new programme for our CAST teams to ensure that
they receive a World class start to their careers with
Frasers Group.
We have also undertaken a full refurbishment of our
Shirebrook Learning Academy facility, with significant
investment in new technology and an upgrade of our
facilities, with a focus on improving the representation
of all our Group fascias and further enhancing the
experience colleagues have when they come to
the campus.
Diversity and Inclusion
Frasers Group is a company of growth, elevation,
determination and a global community of diverse
and talented people. We welcome and celebrate
individuality and take pride in only allowing a
colleague’s contribution to define their path. We
empower individuality through our core values and
our attitude is championed within our brands through
diversity and inclusion amongst sport, fashion and
lifestyle, and is a considered and crucial part of our
approach. As we continue on our elevation journey as
one team, we are clear that the success of our business
is dependent on the success of our colleagues. We
aspire to create an environment where everyone can be
the best that they can be, every day. To us, diversity and
inclusion are about being the business that our people
want us to be.
We will not tolerate discrimination on grounds of gender
identity, sexual orientation, race, nationality, religion, age,
disability or any other grounds.
Included in our Management Without Limits programme,
launched in FY22 is an entire module dedicated to
promoting difference within our workforce, to help our
managers understand the importance and benefits of
diversity and inclusion and educate them on concepts
like conscious and unconscious bias.
We endeavour to meet our responsibilities to train and
employ disabled people. Applications for employment
by people with any disability are given full and fair
consideration for all vacancies and are assessed in
accordance with their skills and abilities. People who
have a first language other than English are important
to our business. In our Warehouse, we have this year
begun the introduction of personalised workwear
to enable easy identification of colleagues’ native
language and we are also offering translators in training
and meetings.
The table below shows the gender diversity of our
workforce at the period end. Approximately 54% of
our workforce is female, including 36% of our senior
management and their direct reports (FY21: 35% UK
workforce). We aim to ensure that both male and female
candidates are provided with equal opportunities to
apply for and work in all positions across the Group.
Female Male
Directors
29% 71%
Other senior managers and
direct reports
36% 64%
Other employees
55% 45%
FRASERS GROUP PLC ANNUAL REPORT 2022
34

Gender Pay Gap
Our gender pay gap report for 2021 was published
in April 2022. We are pleased to report that we have
maintained a 0% average gender pay gap across the
Group for three years in a row, compared to 6.3% in 2017.
We continue to work vigorously on aligning roles and
putting transparent structures in place across all areas
of the business. When it comes to rewards, we have
been lifelong champions of growth in earnings through
performance related bonuses. We encourage all our
people to reach their maximum potential and reward
the achievement of appropriate targets, set within the
respective discipline of the business. This is reflected
in the high percentage of males and females earning
a bonus, which are all gender neutral by design, and
continues to reflect the equality which we strive to
achieve across our business.
We recognise there is a difference in total earnings
between female and male colleagues. We are therefore
continuing to explore and implement methods that will
establish enhanced processes and training tools for our
employees and engaged workers, to achieve maximum
earning potential through our various bonus and
commission schemes (more details of which below).
Talent and Capability Development
Our strategy and future goals rely significantly on our
ability to nurture and grow the best talent in our industry,
and this year, alongside the investment in our people
development capability mentioned above, we have
continued to build on our ability to identify and support
talent to progress within Frasers Group.
This year, we have continued to run our Fearless Focus
performance review process, aligning individual goals
to our broader Group objectives and ensuring that every
colleague has a clear plan to progress their careers. This
has also enabled us to identify those colleagues who
we believe have the potential to develop and grow to
become future leaders of our organisation.
We have also introduced new leadership roles across
our Retail, Digital and Technology and IT functions,
to ensure that we have the right people at the right
level to support the achievement of our goals and the
development of future talent within their business areas.
We have also re-organised our structures within our
Retail and Commercial functions to align with our Sports,
Premium and Luxury pillars, ensuring these key teams
are best positioned to deliver our purpose and strategy.
We have continued to see success from our Elevation
Programme, with two colleagues from our first cohort
being promoted into senior leadership roles in our
Commercial team at the end of their second year in the
programme. We have also seen our second cohort of
25 new colleagues start their programme in September
2021 and the recruitment for cohort three being
completed, with another 26 high-potential individuals
who joined Frasers Group in September 2022. We
levelled up our approach to attracting the best calibre
of early careers talent this year, running an onsite and
digital marketing campaign that saw us voted third in
the category for Best Student Marketing Campaign at
the National Graduate Recruitment Awards 2022. We
also extended our Elevation Programme to our Finance
team in FY22, with five new graduates recruited, who
joined in August 2022.
Remuneration and Reward
We foster a reward-based culture that enables our
colleagues to share in the Group’s success. In the UK,
our policy is to pay above the National Minimum Wage,
including rates that are above the National Living Wage
for people aged over 25. We offer bonus schemes and
incentives depending on the role and the fascia, and
colleagues receive discounts across all fascias.
In FY22, we started the year with a full review of our
Retail pay structures, resulting in increased rates of pay
across the board, including management and casual
workers. In November 2021, we also re-invigorated our
Retail commission and bonus structures, making them
more accessible than they have ever been before and
paying out over £15m to our colleagues through our
bonus and commission schemes over the course of this
financial year.
We also reviewed our Fearless 1000 bonus scheme and
made a number of changes, to ensure that the scheme
is working in the best interests of our colleagues.
These included:
• extending the scheme for a further 12 months to
account for the impact of the pandemic in the first
year of the scheme and increase the opportunity to
achieve the goal of hitting the £10 share price for 30
consecutive days;
• increasing the number of points available to retail
leaders to recognise the number of people under
their remit; and
• moving the points allocation window to half yearly
to enable more time for great work to be visible to
senior leaders who are awarding points to
our colleagues.
FRASERS GROUP PLC ANNUAL REPORT 2022
35

Casual Workers
We strive to ensure our arrangements for casual staff
are fair and equitable. All casual workers are paid the
same rates as permanent employees in the same role.
We promote stability in working hours, while our casual
workers also benefit from the flexibility to decline shifts
at any time. This flexibility also benefits the Group,
enabling us to adjust staffing levels to cope with peak
times and quieter periods.
Casual workers are also included in our commission
schemes and in the Fearless 1000 bonus scheme.
Health and Safety
The Group’s health and safety programme has
continued to evolve, to support business growth. The
Company has safely operated through the Covid-19
pandemic and we have successfully implemented
a number of significant general health and safety
improvement measures that we are confident will help
drive and support our continuous improvement plans.
Over the last 12 months the Company continued to
respond effectively to the Covid-19 pandemic. Across
our distribution, office and warehousing operations and
together with our retail team, we maintained robust
social distancing and cleaning policies, meeting or
exceeding guidelines, to ensure customers were able
to enjoy a safe retail experience and maintain a safe
workplace for our teams.
We have implemented a number of measures to
strengthen our health and safety programme, focusing
on identifying and sharing good practices across the
business and, where appropriate, harmonising our
health and safety policy and procedures. Specific
initiatives include:
• the introduction of a bespoke online accident
reporting system, which is delivering improved
accident reporting and data analytics to inform
organisational learning and accident prevention;
• a significant increase in our Health and Safety team
in our Shirebrook warehouse to provide additional
expertise and support for our operational teams;
• supporting the retail team to help implement and
sustain in-store health and safety standards; and
• investing in our health and safety capabilities with
our regional H&S officers undertaking specialist
training on fire risk assessments.
We continue to positively engage with fire service and
local authority enforcement representatives and there
have not been any environmental enforcements or
prosecutions in the past 12 months.
All accidents and incidents are investigated in a timely
manner, to prevent recurrence.
The Group’s Reporting of Injuries, Disease and
Dangerous Occurrences (RIDDOR) incidents in the last
12 months all involved over seven-day incapacitation. In
total six incidents were reported in FY22, a reduction of
45% on the 11 incidents reported during FY21.
The accident rate for the distribution, office and store
workforce was 2.5 accidents per 100,000 hours worked
in FY22, an increase on the rate of 1.8 compared to
FY21. A direct comparison between periods is adversely
affected by extended periods of Covid-19 related
disruption, across operations and teams, including store
closures. The FY22 rate is more representative of regular
business activity.
In prior years, we have calculated the number of
accidents to the general public as a rate per £10m of
store turnover, using a 12-month rolling average. The
FY22 accident rate was 6.6. A comparison with FY21
is not considered to be meaningful, given the impact
of Covid-19 restrictions and associated store closures
during this period.
During FY23, we will pursue our continuous improvement
programme to further develop and sustain effective
health and safety across the business.
Wellbeing
Colleague wellbeing continues to be a focus for us,
as the understanding and importance of health and
wellbeing and its impact on our colleagues grows. We
maintain and have further embedded our relationship
with the Retail Trust this year. Our partnership gives all
Frasers Group colleagues access to free and confidential
wellbeing support, including advice, financial assistance,
face-to-face and telephone counselling, cognitive
behavioural therapy, non-repayable grants, career
development support, legal guidance and on-site critical
incident support. The helpline is available 24 hours a
day, seven days a week. We also offer an enhanced
counselling referral service to colleagues who require a
greater level of support.
In FY22 we have developed and launched a mental
health and wellbeing series through our digital learning
platform for colleagues and managers, to access
support people who are dealing with issues related to
their mental health.
FRASERS GROUP PLC ANNUAL REPORT 2022
36

Human Rights and Modern Slavery
We are committed to respect and maintain equal
treatment for all people.
We recognise that modern slavery is an ongoing
challenge for organisations, especially those dealing
in consumer goods, and we remain committed to
addressing this risk. Ultimately, we strive to ensure that
no slavery or human trafficking takes place within our
business or supply chain. We have policies in place
aimed at proactively identifying and mitigating these
risks. These policies aim to send a clear message that we
do not tolerate these practices.
We have a range of tools in place, including videos and
literature to educate colleagues about their rights, and
a number of communication channels, including an
internal telephone hotline and comment boxes on site,
for reporting any feedback or concerns. Anyone making
a report can remain anonymous if they choose. We also
continue to review and develop our colleague training,
monitoring processes and evaluation of outcomes, and
work with our employment agencies and other relevant
bodies, including the Gangmasters and Labour Abuse
Authority and the police, to support our training
and knowledge.
If we find, or suspect, that any organisations or
individuals are participating in modern slavery, we will
take immediate action. Accordingly, we have a policy of
reporting any suspicious activity to the police, who have
historically assisted in ensuring successful convictions.
Our s54 Modern Slavery Act statement can be found on
our website www.frasers.group.
Community and Charity
We are committed to engaging with the local and
wider communities around our stores and our offices in
London and Shirebrook, and we aim to minimise any
detrimental impact on them.
Our Sports Directory subsidiary has been a specialist
supplier of sports equipment to the education sector
for nearly 30 years, and part of the Frasers Group since
2016. Sports Directory plays a key role in giving back to
schools in the UK and helping to keep our young people
fit and healthy. Through its ‘My School’ scheme, schools
purchase sports equipment from Sports Directory and
the business gives them the opportunity to claim a
voucher for every purchase. To date, Sports Directory
has issued over 65,000 vouchers to UK schools, which
equates to more than £4.5 million worth of free
sports equipment.
Sports Directory has also, via the Professional
Footballers’ Association, donated free equipment to 72
football league clubs, helping to support
local communities.
For more information on Sports Directory visit: www.
sportsdirectory.com
The Group has also run campaigns to encourage
children to become active in sport. This included the
Monster Kickabout campaign launched by Eric Cantona.
Over 3,000 schools participated in this campaign and
the Group donated £500,000 of football kits to the
schools. Four schools were also given the experience of
a lifetime at St George’s Park, where they received the
opportunity to train with FA coaches.
Anti-Bribery and Corruption
The Group has an Anti-Bribery and Corruption Policy
in place, which was originally created following the
introduction of the UK Bribery Act. As a result of the
Act, all policies and procedures were reviewed to ensure
compliance measures were put in place to mitigate
colleagues being offered and/or accepting bribes.
We have a zero-tolerance approach to bribery and
corruption at Frasers Group, and we encourage our
people to speak up if they have concerns that bribery or
fraud is taking place. No instances of bribery, corruption
or fraud have been reported during FY22.
Whistleblowing
The Group has an approved whistleblowing policy and
a number of processes in place which support our policy,
including Your Company Your Voice, our Retail Support
Unit Asset Protection hotline, as well as a dedicated
whistleblowing e-mail address.
During the financial year the Audit Committee reviewed
and recommended to the Board the approval of an
updated Whistleblowing Policy, which was subsequently
adopted by the Group and rolled out to colleagues.
FRASERS GROUP PLC ANNUAL REPORT 2022
37

ENVIRONMENT
ESG is an increasingly important area to Frasers Group.
We recognise the importance of sustainability to our
stakeholders and to the future success of the business
and take seriously the part we must play to change the
paradigm of the retail and manufacturing industries.
We welcome the progress made at COP26 and
are actively working with our partners to identify
opportunities to work together to tackle climate change,
particularly in relation to carbon emissions from
transport and waste.
Frasers Group supports the introduction of the Taskforce
for Climate-related Financial Disclosures (TCFD).
Significant analysis and scenario modelling went into
producing our disclosure. The findings have given us
a robust foundation to mitigate climate related risks
and inform opportunities going forwards. Our full TCFD
disclosure can be found at page 40.
The role of the sustainability team continues to evolve as
we further embed sustainability throughout the Group,
linking sustainability to Group strategy and vice versa.
TCFD has further helped to formalise this approach
and the Group’s sustainability manager is an integral
member of the newly formed Climate Risk Group.
There has been a particular focus on materiality and
data gathering over the past year, to better inform the
direction of the Group’s ESG journey. Notably, there
has been improved data collected on energy use and
savings, product material composition and
single-use plastic.
We expect continued improvement in the quality of data
we collect and in the way we use and share that data, to
better inform agile decision making as the information
and the opportunities that presents become clearer.
Campaigns through the year included our Save the
Bumblebees campaign, which aimed to engage and
educate our customers on biodiversity, giving out
free seeds and information booklets and temporarily
rebranding our popular Sports Direct bag for life and
mug with the #savethebumblebees logo.
Carbon
This continues to be a priority focus area for the Group,
as evidenced by our newly created Carbon Reduction
Manager role. It is one of the areas where we have made
significant improvements in data gathering and
target setting.
The plans we already had in motion last year to reduce
our energy use and emissions have cushioned the Group
from some of the impacts of a volatile energy market
and associated increased energy costs and will continue
to bring cost savings year on year. This approach has
bought about both commercial and environmental
benefits.
Of note, we have accelerated our LED upgrade
programme, investing more than £5M in replacing LED
lights in 124 stores and 1 warehouse. The project will save
more than £2.5M per year (as an average of our energy
costs last year) and more than 3.0Mtco2e annually.
We also introduced a store colleague incentive to reduce
energy use, dubbed ‘Top of the Shops.’ The incentive
rewards store colleagues for best practice in energy
saving measures, such as ensuring the escalators were
only turned on when the stores are open to customers.
Impacts of the savings were communicated to stores
regularly and stores were able to measure themselves
against each other in a Top of the Shops league table,
fostering healthy competition. We were delighted with
the engagement level from store colleagues. We had
forecast a 10% reduction in UK electricity use for the
year but exceeded this to achieve a 15% reduction
(from a 2019 baseline, measured against like-for-like
stores. 2019 baseline used as a comparative year due to
coronavirus lockdowns affecting data in 2020 and
early 2021).
Our pilot trial of infrared overdoor heaters has
demonstrated their improved efficiency compared to
the traditional electric blow heaters. Infrared heaters will
now be installed as standard practice in all new stores
and store refits.
We installed 18 EV charging points at our warehouses
last year which have been well utilised by colleagues
and visitors.
Aside from our estate, we have also been working
hard to reduce emissions in our supply chain, notably
from delivery of goods, building on the success of our
pioneering container optimisation programme which
maximises the space used per container. We have
further expanded the number of brands we collaborate
with and have also increased the number of deliveries
that are optimised from our existing brand partners.
Delivering to us in this way reduces the number
of deliveries by 25% on average. That means
approximately 25% has been saved in delivery costs and
the greenhouse gases associated with those deliveries.
Container optimisation complements our growing
automation system, reducing manual handling and
processing time from leaving port of origin, to arrival
with our customers.
FRASERS GROUP PLC ANNUAL REPORT 2022
38

For last mile deliveries, customers now have the option
to select DPD Carbon neutral delivery at check out.
Approximately 32.1tco2e was saved in FY22 by customers
selecting this option.
Acknowledging the urgency of the climate crisis, Frasers
Group’s primary focus for the coming year will be to
further investigate our scope 3 emissions and gather
decision-useful data, to enable us to target high-impact
areas effectively.
Frasers Group has responded to the Science Based
Targets initiative’s (SBTi) urgent call for corporate climate
action, by committing to align with 1.5°C and net-zero
through the Business Ambition for 1.5°C campaign.
The Group now has 24 months to submit a target for
validation to the SBTi.
Waste
Waste has always been managed very well from our
Shirebrook DC and we have detailed collection data
going back to 2014. In FY22 we recycled 86% of our
waste, of which 68% was cardboard.
This last year we modernised the way we collect and
share information to help further improve our recycling
rates. We have set a target for FY23 that 90% of
the waste that goes through Shirebrook DC will be
recycled. This includes even more packaging waste that
we expect to receive back from our stores, due to the
store recycling initiative that is being piloted, to drive
behaviour change and bring down waste rates. We are
proud of this achievement, as reducing waste has a
big impact on the environment. However, we recognise
that whilst perfecting the system at Shirebrook DC, we
have not had the same focus on our other warehouses.
We acknowledge that we have a lot of work to do in
collecting baseline data for those and looking at the
systems in place to see where improvements can
be made.
Packaging
Detailed data is being gathered on the material
composition of the Group’s own-brand core
product packaging, to enable us to look for more
environmentally responsible alternatives such as FSC
card and alternatives to virgin plastic packaging. This
work was already being undertaken to reduce and
improve the packaging we use but has been accelerated
and other streams of data added, to account for the
Plastic Packaging Tax that came into force in April 2022.
The additional data collection also brought into scope
other plastics we procure, such as e-commerce and
carrier bags. All of our carrier bags are now fully FSC
certified and recyclable or from 100% recycled and
recyclable plastic (80% post-consumer waste, 20%
factory waste).
We are in a strong position to report for the tax
requirement and have already been able to implement
changes to some of our packaging to remove or reduce
plastic content, thereby falling out of scope for the tax
whilst improving the environmental impact.
Elevated Product
Frasers Group acknowledges its responsibility as part
of the fashion industry to reduce the amount of textiles
waste that is sent to landfill and to maximise the full
value of textiles already in circulation.
As part of the Elevated Product pillar of our strategy, we
have gathered data on the material content of 91% of
our own-brand core textile products. This will give better
visibility of the composition of materials we use and
enable us to choose more sustainable materials in the
future. We are in a good position to report the first-year
submissions to the Textiles 2030 initiative, of which we
are a member.
For Spring/Summer 2022, 100% of our own-brand
seasonal swimwear was from 100% recycled nylon
and we plan to extend use of recycled nylon across the
ranges for next year, as well as working with our brand
partners to encourage the use of more sustainable fibres
in third-party products.
Looking at circularity in fashion, we are delighted to
announce our partnership with Sharewear in piloting
a clothing take-back scheme, which launched in five
House of Fraser stores in April 2022. Sharewear’s unique
ReLived scheme is the only clothing collection scheme
that guarantees all useable clothing will go to someone
in poverty in the UK, free of charge. The collaboration
is part of Frasers Group’s commitment to reduce our
impact on the environment by ensuring that textiles
are kept in use for as long as possible. Not only does
this initiative protect the environment, but it also helps
people in need in our local communities. Frasers Group
was the only retailer to pilot the scheme with Sharewear,
providing a supply of clothing that enabled people to
attend interviews, leading to work and training, and send
their children to school warm and dry.
Future Progress
We are pleased with the progress made during the last
year and recognise that there is much more work to do
in all areas of sustainability.
Whilst we are keen to address every issue with urgency,
we are mindful that it takes time to deliver large scale
adjustments and we are committed to working with our
partners and colleagues to deliver changes that are long
lasting and impactful.
FRASERS GROUP PLC ANNUAL REPORT 2022
39

TASK FORCE ON CLIMATE
RELATED FINANCIAL
DISCLOSURES TCFD
Frasers Group supports the aims of the TCFD, which
we believe is an important step in tackling climate
change. In this section of the report, we are making
the disclosures recommended by TCFD, to provide
stakeholders with useful information on climate-related
risks and opportunities relevant to our business.
During the year, we have worked closely with expert
external advisers to enhance our understanding of the
potential impact of climate change on Frasers Group
and to inform our future strategy, risk management
approach and the metrics and targets we will use to
monitor our progress. This work has included:
• a gap analysis, to identify key gaps between our
practices and the TCFD recommendations;
• identification and shortlisting of our key potential
climate-related risks and opportunities;
• qualitative scenario analysis for both physical and
transition risks and opportunities, over time and
across two different temperature scenarios; and
• development of actions to integrate climate-risk
considerations into our Enterprise-wide Risk
Management framework (ERM).
The two temperature scenarios we considered were
increases of 1.5oc and 4oc above pre-industrial levels.
We selected two pathways as we identified that there
are two potential futures ahead of us. A scenario where
we actively move towards a lower-carbon economy to
keep warming to 1.5oc would introduce more transitional
risks to our business. 1.5oc was identified as a best-case
scenario of the Paris Agreement at the COP21 summit in
2015, was reiterated at the COP26 summit in November
2021, and also aligns with the objectives of the SBTi.
Alternatively, if efforts are not made to limit global
warming to the agreed 1.5oc, we could face a worst-case
scenario of 4oc of warming, which would pose a lot
more physical risks such as extreme weather events.
Governance
The Board has ultimate responsibility for ensuring
effective risk management and that our strategy
takes account of the risks and opportunities we face,
including those related to climate change. The Board
has delegated its oversight of climate-related risks to the
Audit Committee, which reports to the Board on these
matters on a quarterly basis, and are tasked with:
• Monitoring progress against climate-related goals
and targets.
• Continuous review of the Group’s ESG risks
and opportunities.
• Keeping under review the materiality of climate-
related risk and its impact on financial statements.
• Monitoring adherence to externally applicable
sustainability codes and principles.
During the year, our external advisers presented
twice to the Audit Committee, sharing their work
on the identification and assessment of transitional
and physical climate-related risks, and proposals for
enhancing our risk management processes in relation to
climate. Our Sustainability Manager also presented the
external advisers’ findings to the Board in the February
2022 Board meeting.
Going forward, we plan to establish our Climate Risk
Steering Group to manage any current or upcoming
identified risks relating to climate whose responsibilities
will include:
• Providing direction and input into our targets and
goals, and ensure the continual evolution of our
action plans
• Oversight of the delivery of our action plan and
improvement roadmap, targets and emerging
climate-related risks.
Our Sustainability Manager who will be an integral
part of the Climate Risk Steering Group, will then
communicate findings from the Group into the Audit
Committee and Compliance & Risk Group on a
quarterly basis.
FRASERS GROUP PLC ANNUAL REPORT 2022
40

Reporting to the Climate Risk Steering Group, cross
functional management are responsible for managing
on a day-to-day basis the climate related risks and
opportunities of the business.
The Chief Executive Officer has overall responsibility for
our management of risk, supported by his direct reports,
who are accountable to him for managing the risks that
fall within their remits. In addition, the Compliance &
Risk Group has a range of important roles in relation to
risk management, as described on pages 50 to 62.
Strategy
Scenarios are hypothetical in nature describing a path
of development leading to a plausible future state.
During the year, we worked with our external advisers
to identify the potential physical risks, transition risks
and opportunities that could affect our business in
both a 1.5oc scenario (low physical risk, high transition
risk), as recommended by the TCFD recommendations
and in line with the 2015 Paris Agreement and a 4oc
high emissions (high physical risk, low transition risk)
scenarios. We compiled the list on both a top-down and
bottom-up basis, across each of our business areas. We
refined the list to exclude those where our assessment
of their potential likelihood and impact meant the risks
were not material*, or to combine certain risks (such as
heatwaves and water stress) where they arose from
the same cause.
* The materiality of the climate related risks were assessed by taking into account probability of
failure and productivity loss values over time for each risk and their impact on Frasers Group’
locations and operations using a qualitative approach in line with our risk management
framework.
Physical Risks
From our shortlist of physical risks, we identified the
following potential hazards:
• riverine flooding;
• surface water flooding;
• extreme wind;
• coastal inundation; and
• extreme heat.
To understand the potential impact of these hazards, we
aggregated our business operations into three areas:
sourcing, logistics and retail. Underlying these three
areas are 11 sectors of operation, covering the breadth
of our value chain, as shown in the diagram below. We
then reviewed these sectors across 11 key countries
of operation.
FRASERS GROUP PLC ANNUAL REPORT 2022
41

Each hazard was assessed for:
• the annual probability of that hazard causing an
asset or sector to stop working, with or
without damage;
• the percentage loss of productive availability of an
asset due to component failure, damage or repair;
and
• the resulting productivity loss for Frasers Group,
weighted by the percentage of sales and
procurement in each country.
This analysis demonstrated that the key physical risks
for Frasers Group are coastal inundation and extreme
heat, and that the potential impact of riverine flooding,
surface flooding and extreme wind are not material. No
significant changes are expected to the Group’s business
model as a result of the analysis, other than considering
a potential other sourcing locations.
For coastal inundation, although there is uncertainty
around the time horizon over which climate related risks
will materialise, we assessed the risk at specific points in
time, such as 2025, 2030 and 2050, representing short,
medium and long term time horizons, across both the
1.5oc and 4oc scenarios. for extreme heat, we considered
the number of median (>35oc) and extremely hot days
(>40oc) in 2030 and 2050, across both temperature-rise
scenarios.
Our assessment of the impact on our productivity and
the range of opportunities to mitigate that impact are
shown in the table below. Overall, we see these risks as
arising in the medium to long term. Without mitigating
actions, we are likely to see the impact of these risks on
the business in around 20 years.
Risk
Potential annual impact
on productivity
Mitigations available &
Business response
Coastal
inundation
• Sourcing: The
annual probability of
occurrence of coastal
inundation causing
closures and disruptions
to operations is likely
to increase over time.
The production of
raw materials and
manufacturing of
garments are sectors
that are likely to have
high productivity loss.
• Logistics: Coastal
inundation resulting
in coastal flooding
could have major
consequences on
transport infrastructure.
Potential productivity
loss impact for both
land and water
transportation is likely
to increase.
• Baseline assessment of
supply chain climate
resilience.
• Focus on countries that
came out as highest risk
in our analysis.
• Engage with
suppliers, brands or
manufacturing units to
develop or improve their
risk mitigations.
• Explore other supplier
bases that are
more resilient.
Extreme heat
• Sourcing: There is
an increase in the
likelihood of extreme
heat events such as
heatwave, drought
etc. materialising and
leading to closure/
stoppage of activities in
supply chains.
• Logistics: The
annual probability
of occurrence of an
extreme heat event
causing disruptions
to Frasers Group’
operations is likely to
increase over time.
• Retail: An increase in
the productivity loss
impact of physical risks
could be felt across
most retail activities.
• Understand supply
chain risks through
engagement, including
suppliers’ business
continuity and
contingency plans.
• Work with suppliers to
mitigate factory-level
operational risks.
• Build an internal data
set to track the effects
of rising temperatures
across locations.
• Explore other supplier
bases that are
more resilient.
FRASERS GROUP PLC ANNUAL REPORT 2022
42

Transition Risks
The risk identification process described earlier
highlighted several potential risks related to the
transition to a low-carbon economy. These were:
• the cost to transition, as a result of rising energy
costs and the switch to renewable energy generation;
• increased costs of raw materials and production;
• carbon taxes and other carbon-pricing mechanisms;
• regulatory changes, reporting obligations and
increased stakeholder concerns; and
• shifting consumer preferences and supplier
requirements, which also presents opportunities for
us (see below).
We analysed the potential impact of rising costs
of energy, raw materials and production, and the
introduction of carbon taxes or pricing, using our
external adviser’s specialist modelling tools. The effect
of regulatory, reporting and stakeholder changes, and of
shifting consumer preferences and supplier requirements,
were assessed using qualitative reviews, analysis of
trends and identification of key drivers. All of these
analyses were conducted for both the 1.5oc and 4oc
scenarios. This enabled us to project the likely trajectory
of costs, taxes and other variables, to give a potential
impact for each year over the period from 2020 to 2050.
The risks, their potential impacts and the mitigations
available are summarised in the table below. Overall,
while these risks may arise in a shorter timeframe
(less than five years), and continue to impact over the
medium to longer term, we are working to mitigate these
as shown in the table below;
Risk Potential impact
Mitigations available &
Business response
Cost to
transition to
a low-carbon
economy
• Increased energy costs,
as low-carbon energy
and technology tends
to be more capital
intensive.
• Increased capital
expenditure, for
example to implement
renewable energy
generation on Frasers
Group sites.
• Business planning to
factor in higher energy
costs and capital
expenditure.
• Develop a robust
transition plan aligned
to the business strategy.
Increased
cost of raw
materials and
production
• Increased costs and
reduction in profitability
if supplier costs are
passed through as a
result of fluctuating raw
material prices, carbon
price rises etc.
• Engage with suppliers
and gain increased
visibility of supply chain
operations.
• Develop methods to
improve agility of the
supply chain, to avoid
major disruptions.
Carbon tax
and other
carbon pricing
mechanisms
• Increased cost base
as a result of higher
carbon prices, felt
directly or indirectly
across most activities in
the sector.
• Measure Scope 3
emissions, to determine
materiality of supply
chain exposure to
carbon prices.
• Engage with suppliers,
to influence mitigation
of supply chain
emissions.
• Identify products
that are less emission
intensive.
Regulatory
changes,
reporting
obligations
and increased
stakeholder
concerns
• Regulations are
changing rapidly,
adding to existing
reporting requirements.
• Insufficient
transparency in our
operations could
lead to litigation and
reputational risks.
• Set up repeatable
climate-related data
collection processes.
• Engage with
stakeholders to enable
oversight of new
regulatory requirements.
• Regular stocktakes
and assessment of
regulatory compliance
measures.
Shifting
consumer
preferences
and supplier
requirements
• Increased consumer
demand for highest
levels of low-carbon
compliance and
greater transparency of
operations.
• Develop supplier
selection criteria to
identify leaders in the
domain and screen out
suppliers who do not
meet the criteria.
FRASERS GROUP PLC ANNUAL REPORT 2022
43

Opportunities
We have identified opportunities in relation to the transition to a low-carbon economy. These have the potential to
increase our revenues, enhance our efficiency and optimise costs, and open up a broader range of financing sources.
The opportunities are set out in the table below:
Transition opportunity Benefit for Frasers Group Potential actions
Optimisation and efficiency of
processes and assets
• There is an opportunity for Frasers Group to reduce
costs by upgrading and improving assets and processes
across the value chain.
• Improve building and infrastructure efficiency.
• Switch to an all-electric vehicle fleet.
• Optimise logistics and the supply chain.
Financing
• There may be opportunities to raise debt capital to
finance climate projects.
• A robust approach to managing climate risks and
opportunities can help us to attract and retain new
shareholders.
• Identify potential opportunities to finance climate
projects using debt capital.
• Continue to enhance our climate-related reporting and
our sustainability reporting more generally.
Shifting consumer preferences
and supplier requirements
• There may be opportunities to capitalise on the
emergence of a new and growing market for
sustainable, clean and responsibly sourced products.
• Engage with suppliers and brands who are leaders in
sustainability.
Risk Management
The process through which we have identified and
assessed our climate-related risks during the year is
described in the Strategy section above. Our overall
risk-management framework is set out on page 50.
We have begun work to fully integrate the identification,
assessment and management of climate-related risks
into our Group-wide ERM. This work is based on the
following principles:
• Disaggregation. We will assess climate risks as
individual physical and transition risks, across our
regions and sites.
• Cross-cutting. We will integrate climate risks into
existing processes, so they can be considered
alongside our other operational and business risks,
including their interaction with those risks.
• Appetite. We will set an appropriate risk appetite for
each disaggregated risk.
• Ownership. We will set clear roles and
responsibilities, from the top down.
• Escalation. We will establish a process to escalate
risks to senior management, if necessary.
• Monitoring and evaluation. We will set up a
continuous process for monitoring, evaluating and
reporting across the business.
Our work to date includes climate risk being included
within our ESG principal risk and ensuring that
physical and transition risks are included in the
functional risk registers owned by the respective
business risk owners, such as finance, property,
logistics, commercial trading, supply chain and
people which can be found in on page 33.
Our plan is then to discuss potential actions with each
team, based on the principles described above. We are
implementing a Climate Risk Group, which will meet
regularly to discuss and drive forward our approach to
climate risk management. This will include all of the risk
owners mentioned above with executive sponsorship
and Audit Committee oversight, to ensure we remain
focused on the risks and opportunities for the Group
We will report on our progress with integrating climate
risks into the ERM in our FY23 Annual Report.
FRASERS GROUP PLC ANNUAL REPORT 2022
44

Metrics and Targets
Information on our greenhouse gas emissions can be found on page 46. Currently we do not have an approved
greenhouse gas emissions reduction target as part of our metrics and targets. However, we have submitted our
commitment to the SBTi, which has now been approved and we plan to have a target in place within the next two
years. The table below sets out the metrics we will use to monitor progress with managing our climate-related
opportunities and risks, as well as the targets we have set in relation to them.
Metric Category Climate-related Target Climate-related Metric Reasoning
Transition Risks All sustainability-related mandatory
reporting obligations met on time
annually
% sustainability-related regulatory
disclosures met within required
timeframe annually
We continue to be committed to
complying with ongoing regulatory
changes and support the aims of
initiatives such as TCFD to prepare
companies for climate change.
Physical Risks Counter-cost the top 40% of our
own brand contributing lines with
alternative manufacturers by end
of FY23
% of products by contribution with
an alternative manufacturer plan
in place
To migitate the risks of coastal
inundation and extreme heat we
plan to counter cost the top 40%
of our own brand contributing lines
with alternative manufacturers
to provide us with an alternative
partner, should our current partner
become unavailable.
Physical Risks Ensure top manufacturer by
contribution has risk mitigation in
place in line with 2050 projected
floodplain by end of FY23
Risk mitigation in place Y/N Following our analysis as part
of TCFD we plan to share the
projected floodplain information
with our manufacturers to help
them mitigate their potential
physical risks in their locations.
Climate-related Opportunities 90%+ Sports Direct GB stores with
a lease of 2 years or more and no
planned fixed break to be fitted
with LED lighting by end of 2023
% of Sports Direct GB stores with
LED lighting
Lighting was identified as
the greatest energy reduction
opportunity within our estate. We
chose Sports Direct stores as a
starting point as they are the largest
percentage of our estate.
Climate-related Opportunities Increase our container fill rate by
5% by end of FY23 based on a
2020 base year
Average units per delivery By maximising the fill rate of our
containers we reduce the number
of containers transported thereby
reducing greenhouse gas emissions
and costs related to those deliveries
FRASERS GROUP PLC ANNUAL REPORT 2022
45

Greenhouse Gas Emissions and
Energy Consumption
Reporting period
1 May 2021 to 30 April 2022
Baseline year
(1)
FY20
Consolidation approach
Financial control
Boundary summary
All entities and facilities globally, either
owned or under financial control, were
included. Emissions from air conditioning and
refrigeration units are excluded due to the
cost of data collection. These are expected to
be a negligible percentage of scope
1 emissions.
Consistency with
financial statements
Organisations are encouraged to align
information to financial years, to aid
comparability and consistency of information
with financial performance. SECR reporting
has been prepared on an annual basis to 30
April 2022, which is aligned with the financial
year of Frasers Group. The difference in
emissions of these date ranges is expected to
be negligible.
Emission factor
data source
DEFRA (BEIS) 2021 has been used for all
emissions sources.
Assessment methodology
The footprint is calculated in accordance
with the Greenhouse Gas (GHG) Protocol
and Environmental Reporting Guidelines:
Including streamlined energy and carbon
reporting guidance. Scope 2 reporting uses
the market-based calculation approach.
Estimations
18% of the energy data (kWh) and 16% of the
emissions data (FY20: 10.3% of the energy
data (kWh) and 7.6% of the emissions data)
used to prepare these results is based on
estimations or extrapolations, as calculated
by a third-party provider.
Intensity ratio
Emissions per £m of revenue
(1) Due to the impact of Covid-19, the base year chosen for all future SECR
comparisons is FY20 (1 May 2019 to 30 Apr 2020).
The Group has engaged a third-party provider to assess
emissions and energy consumption for the periods
reported in these results.
Scope 1 emissions comprise the emissions associated
with the combustion of fuels by the Group, as well as
additional emissions sources such as transport fuel.
Scope 2 emissions comprise the emissions associated
with electricity consumption by the Group, as well
as emissions from any generated electricity. Scope 3
emissions are other indirect emissions occurring as a
consequence of the activities from sources not owned
or controlled by the Group, including indirect transport
from travel in employee-owned cars and lease/hire
cars not owned by the Company, transmission and
distribution losses and well to tank losses. The non-UK
emission factors are those published by IEA and specific
to each country.
CO2 equivalent factors are used, which ensures we have
reported on all of the emission sources required under
the Companies Act 2006 Regulations. Consumption
considers all Group companies and no adjustments
have been made to comparatives for prior periods for
subsidiaries newly acquired in the period.
The Group’s CO2 emissions and supporting metrics are
detailed in the following table:
Year FY22 FY20
Scope 1 CO2 emissions (tonnes)
38,913 20,987
Scope 2 CO2 emissions
(market based) (tonnes)
40,077 68,162
Scope 3 CO2 emissions (tonnes)
13,081 7,550
Total Scope 1, 2 and 3
emissions (tonnes)
92,071 96,699
CO2 emissions (tonnes) / £m turnover
19.2 24.4
CO2 emissions vs turnover Index
(2020 = 100)
78.7 100
74.7% of Scope 1 and 2 emissions relate to the UK and
UK offshore areas.
The table below shows the Group’s energy consumption.
Scope 1 consumption relates to the consumption of
fuel and consumption from facilities operated by the
Group. Scope 2 consumption is based on the amounts of
electricity purchased through the period, as well as heat
and steam the Group generates for its own use.
Year FY22 FY20
Scope 1 consumption (kWh)
184,646,729 101,337,897
Scope 2 consumption (kWh)
305,169,539 276,618,984
Total Scope 1 and 2
consumptions (kWh)
489,816,268 377,956,881
The majority of the increase is due to the later part of
FY20 being impacted by the Covid-19 pandemic.
The table below shows energy consumption for the UK
and UK offshore areas only:
Year FY22 FY20
Scope 1 consumption (kWh)
156,504,302 80,667,717
Scope 2 consumption (kWh)
224,494,586 195,475,533
Total Scope 1 and 2
consumptions (kWh)
380,998,888 276,143,250
Frasers Group is committed to responsible energy
management and sustainability, which it practises
throughout the organisation where it is cost effective
to do so.
FRASERS GROUP PLC ANNUAL REPORT 2022
46

During the reporting year the Group has implemented
the following energy and carbon efficiencies across the
organisation, to ensure that energy consumption and
associated emissions are reduced:
• Energy consumption for each Retail site in the UK
is monitored, to make sure they are operating in an
efficient way and to ensure that levels are reducing.
• We continue to upgrade fluorescent lighting to
LED. for the Retail sites all opportunities to replace
lighting during a refit were taken and the resulting
consumption has reduced by c. 52% for those sites
that have had a full refit of lighting to the latest
LED technology.
• Face-to-face meetings with colleagues and
suppliers have reduced through the increased
availability of video conferencing thereby reducing
the amount of travel and further reducing Frasers
Group’s carbon footprint.
• We are implementing mini Building Management
Systems that are highly flexible based on common
industry standards and provide excellent
energy savings.
• We are using additional submetering within
sites and properties, to improve real-time energy
consumption and promote granular in-depth review
of facility energy data.
• Heating and ventilations systems are undergoing
trials that include retrofits to improve
energy efficiency.
• We are implementing voltage optimisation projects
that provide cost-effective solutions and deliver
optimised supply voltage.
A number of other energy efficiency measures are
under consideration for implementation during the next
reporting year.
FRASERS GROUP PLC ANNUAL REPORT 2022
47

SECTION 172 STATEMENT
The Board confirms that, during FY22 it has acted in
the way it considers, in good faith, would be most
likely to promote the success of the Company for the
benefit of its members as a whole, having regard to
the stakeholders and matters set out in s.172(1)(a)-(f) of
the Companies Act 2006. This statement sets out the
matters considered under each subsection of s.172(1)
(a)-(f) and provides cross references to where further
information can be found in the Annual report. The
areas the Board focused on during the year and the key
decisions made are set out on page 65 to 71 and our
report on stakeholder engagement during the year is on
page 66.
A. The likely consequences of any decision in the
long term
When making key strategic decisions, the Board
takes into consideration the strategy, purpose,
values and culture of the Group. The Board is
focused on the sustainability of the Group and
mindful of the impact the decisions may have on
this objective. for each matter, it also considers
the likely consequences of any decision in the
long term, identifying stakeholders who may be
affected and carefully considering their interests
and any potential impact part of the decision-
making process may have. During the year, the
Board has made decisions based on Board papers,
presentations from senior executives, information
documents, discussions with external advisors
and reports.
Principal Decisions/Steps:
Key appointments to positions of senior leadership
within the Group which included:
Preparation for the transition of Michael Murray who
was appointed as CEO on 1 May 2022 as part of the
Board’s long-term succession planning. The Board felt
Michael had proved himself to be a valuable asset to the
business, as an external consultant in relation to property
matters and the elevation of the physical store estate.
More recently, in his role of Head of Elevation, he has
built up a strong rapport with a number of key brands.
The approval of the appointment of Dave Al-Mudallal
and Sean Nevitt as Chief Operating Officer and Chief
Commercial Officer respectively, so that more focus can
be placed on areas of the business that will add value
and contribute to the ongoing Elevation strategy.
The decision to continue the share buyback programme
was also key during the financial year to demonstrate
that the Board continues to maintain confidence in the
performance of the Group.
The Board continued to be acquisitive throughout the
year. The acquisition of Studio Retail Limited was of
strategic importance to the Group due to its credit
offering which is an area that the Group is keen to
explore for its other fascias. SRL’s expertise in this regard
will provide valuable insight for the Group.
B. The interests of the Company’s employees
Details of the initiatives and engagement with our
colleagues is detailed in the Workers’ Representative
report, the Our People report and the
Directors’ report.
Principal Decisions/Steps:
The Non-Executive Workforce Director remains the
primary method that we use to ensure that colleagues
are listened to and responded to by somebody who
fully understands their situation. Cally Price remains the
Workers’ Representative on the Board and retains full
control of the colleague welfare portal.
The Group has also implemented a new e-learning and
development programme which includes a new learning
platform for colleagues which not only covers regulatory
learning, including data protection, but also personal
development and wellbeing courses that can be used
outside the business.
It has also been decided that a Leadership Academy
that provides professional accreditation and fosters
home grown talent from within the organisation should
be offered. This allows us to invest in our people
and retain our talent, which helps with the long-term
planning and sustainability of the Group.
FRASERS GROUP PLC ANNUAL REPORT 2022
48

C. The need to foster the Company’s business
relationships with suppliers, customers and others
The Group aims to develop and maintain
mutually beneficial business relationships with
all our suppliers and government agencies and
other stakeholders. Details of the Company’s
business relationships with suppliers, customers,
regulators and lenders are set out in the Corporate
Governance Report.
Principal Decisions/Steps:
• Our new loyalty programme has been launched.
• We have increased the available customer service
contact channels for our customers to provide
greater choice.
• We are focusing on increasing the number of
satisfaction surveys to assist with our strategy of
improving overall customer satisfaction.
• Reworked operating hours, to be aligned to
customer demands and activity.
D. The impact of the Company’s operations on the
community and the environment
The ESG report on page 33 details the initiatives
we have undertaken in sustainability and the
community.
Principal Decisions/Steps:
• We have developed and published our ESG policy.
• The Group has signed up to the textiles 2030
initiative to address sustainability issues within the
supply chain.
• We have developed extensive metrics and targets
around TCFD reporting (see page 40).
• The Group has responded to the SBTi’s urgent call
for corporate climate action, by committing to
align with 1.5°C and net-zero through the Business
Ambition for 1.5°C campaign.
As part of our sustainability plans, the Group has
launched a pilot – the ReLived Scheme, which is aimed
at recycling used clothing so it can be redistributed to
the people in the communities that need it the most. We
are also supporting the Bumblebee Conservation Trust
and have launched a campaign to save the bumblebees.
E. The desirability of the Company maintaining a
reputation for high standards of business conduct
At all times we endeavour to adhere to strict
Corporate Governance standards. The Board
continues to comply with the Corporate Governance
Code as well as industry best practice.
Principal Decisions/Steps:
Following recommendations from external consultants,
the Board approved the review and elevation of the
Group’s internal policies and procedures to bring them
into line with industry standards and best practice.
These new policies and procedures implement greater
levels of transparency within the business.
F. The need to act fairly as between members of
the Company
All shareholders of the Company hold ordinary
shares which attach the same rights and benefits.
We ensure that all shareholders have the
opportunity to express their concerns to the Board
throughout the year, with the existence of our
investor relations contact on the Group’s website,
and endeavour to respond when appropriate. The
AGM allows an opportunity for shareholders to ask
questions and to discuss issues in more depth.
Principal Decisions/Steps:
The Group recognises that the interests of our
institutional investors and other shareholders may not
always align with that of our majority shareholder. As
a result, certain resolutions at the AGM are required to
pass on a majority of independent shareholders vote.
The Group invites and analyses feedback from investors
in relation to their votes on resolutions put forward
at the AGM as well as internal policies. This feedback
is routinely presented to the Board for consideration
during its decision making and long-term planning.
FRASERS GROUP PLC ANNUAL REPORT 2022
49

PRINCIPAL RISKS AND
UNCERTAINTIES
Our Risk Management Framework
The Board has overall responsibility for the effectiveness
of the Group’s systems of risk management and internal
control. These systems are intended to manage, rather
than eliminate, the risk of failing to achieve business
objectives, and they provide reasonable but not absolute
assurance against the risk of material misstatement or
financial loss.
The Audit Committee supports the Board with
discharging its responsibilities, under a delegated
authority. The Chief Executive Officer has overall
accountability for managing risks in the business, and
his direct reports are accountable to him for effectively
managing those risks within their remits.
The Group’s risk management framework comprises
a top-down and bottom-up approach to risk
identification, evaluation and mitigation. Principal risks
are discussed and agreed by executive management
through the Compliance & Risk Group and by the Audit
Committee on behalf of the Board. The Board and/
or its sub-committees discuss each principal risk at
least annually and receive presentations and detailed
risk reporting from risk owners on a cyclical basis. Risk
owners re-evaluate principal risks in advance of each
Compliance & Risk Group discussion. Any changes are
reported to the Audit Committee, as part of our Group
Risks Profile reporting.
The Compliance & Risk Group provides connectivity
between executive management’s responsibilities
for risk management and internal controls and the
oversight roles of the Audit Committee and the Board. It
facilitates cross-functional discussion and collaboration
across principal risk areas and matters of internal
control. It also facilitates horizon scanning, emerging
risk discussions, and challenges the appropriateness of
internal controls and their effectiveness. The Compliance
& Risk Group’s activities are reported formally to the
Audit Committee. Our Steering Groups also report
formally to the Compliance & Risk Group, completing
our governance structure.
Our approach to risk management is illustrated below:
RISK MANAGEMENT FRAMEWORK
Board | Audit Committee | Sub-committees
Compliance & Risk Group
Steering Groups
THREE LINES MODEL
First line Second line Third line
Management Compliance & other
assurance functions
Internal Audit
RISK CONTROLS ASSURANCE
Operational teams and Functional level risks
Risk Identification
We have continued to identify and assess both our
principal and functional risks with management which
has enabled us to further develop our risk management
framework. Horizon scanning and emerging risks
form part of our structured compliance and risk group
discussions.
Risk Controls and Responses
We have continued to enhance clear definitions relating
to controls assessment, probability and impact, to
ensure our risks are clearly prioritised in line with our
defined risk appetite across each of our principal and
functional risks.
FRASERS GROUP PLC ANNUAL REPORT 2022
50

Governance and Monitoring
The responsibility for identifying, assessing and
managing risks resides with management at a
functional and executive level. The Compliance and
Risk Group provides reports and detailed evaluation of
key principal risks to the Audit Committee. The Audit
Committee on behalf of the Board, undertakes an
annual effectiveness assessment of the risks and internal
controls of the Group.
During the period, the Audit Committee, on behalf of the
Board, has: undertaken a full review of the Group risk
register and received risk owner presentations, detailed
risk reporting and summary update reporting on the
Group’s principal risks profile, for further discussion
and challenge.
Audit and Assurance
We have a number of assurance functions that provide
second line monitoring and controls assessment e.g.
Health & Safety, Digital risk, Information Security and
Retail Support.
Our Group Internal Audit function provides independent
assurance that controls are working effectively and
reports its findings to management and the Audit
Committee as per an agreed annual audit plan.
Principal Risks and Uncertainties
These are defined as our most significant risks that
could affect our strategic ambitions, future performance,
viability and/or reputation. Principal risks are cascaded
to operational teams and central functions for discussion
and action on risk mitigations, as part of operational risk
management activity. Operational risk management
facilitates the elevation of risks to the Compliance & Risk
Group, for onward reporting to the Audit Committee.
Board Review
The work of the Audit Committee and the Internal
Audit & Risk team has been presented to the Board
for discussion. The Board is satisfied that the Group’s
systems of risk management and internal control
(including financial, operational and compliance
controls) have operated effectively during the financial
period, up to and including the date of this report,
and no significant failings of internal control were
identified during the period. The Group is committed to
continuously improving its risk management framework
and methodology, in line with regulatory standards and
the Group’s Elevation strategy.
Assessment of Principal Risks
We have carried out a robust assessment of our
principal and emerging risks in the period and our
principal risks profile has been updated to reflect where
our risks have changed.
We have continued to respond well to the on-going
challenges presented by the Covid-19 pandemic in light
of the uncertainty around lockdowns in Europe and new
variants during the period. The effects of the pandemic
on economies and society at large were more prominent
than expected and we remain cautious with a number
of well publicised macroeconomic headwinds on the
horizon in the form of but not limited to cost increases,
supply chain issues and potential squeezes on consumer
spending power.
Environmental, social and governance (ESG) issues
feature more prominently in our disclosures. Climate
and sustainability risks have remained an integral part
of our commitment to ESG and our business operations,
but have previously been incorporated into our broader
disclosures on corporate and social responsibility.
The following risks and mitigations are an extract from
our principal risks profile and are not presented in any
order of priority. Principal risks are those which we
consider pose a threat to our business model, future
performance, prospects and/or reputation.
FRASERS GROUP PLC ANNUAL REPORT 2022
51

Reference To Strategy
1
Building excellent relationships
with the World’s best brands
2
Elevation in our digital offering
3
Elevation of our physical stores
4
Enablers : People, Training,
Brand, Communication, Systems,
Automation, Data
Risk Trends
Increasing
Unchanged
Decreasing
FRASERS GROUP PLC ANNUAL REPORT 2022
52

PRINCIPAL RISKS
Strategy
The Group continues to deliver its Elevation strategy, which focuses on the brands we sell, our digital offering and our
physical stores. Our vision is to become the elevated multi-channel platform for sports, premium and luxury brands.
We continue to deliver well against all aspects of our strategy, and the on-going support of our key partners and
investors for our strategy has enabled this risk to reduce over the past 12 months.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
We fail to deliver our strategy efficiently, effectively and on a
timely basis, or we adopt the wrong strategy, which impacts our
long-term growth, performance and ambition.
• The Board and senior management set and agree the Group
strategy and undertake both regular and detailed reviews.
• Our Group is diverse in terms of geography and product
and executive management is able to respond to strategic
opportunities and challenges with agility, to maximise
achievement of our strategic ambitions.
• We continue to evaluate strategic brand acquisitions, to
provide product and choice in line with our brand strategy
and add attractive locations to the store estate.
• Effective management of our property portfolio supports our
elevated direction.
• We monitor our performance, markets and competition on an
ongoing basis.
• Our strong financial controls, reporting and analysis help to
optimise resource allocations, maximise profits and cash flow
and support efficient and effective strategic delivery.
• We perform ongoing research for insights into consumer trends.
• Ongoing internal and external communication of our strategic
direction supports understanding, engagement and
effective delivery.
FRASERS GROUP PLC ANNUAL REPORT 2022
53

Third-Party Brand Relationships, Key Suppliers and Supply Chain Management
Key brands, brand suppliers and major manufacturers are central to our business and Elevation strategy. Our strategic
acquisitions and business model aim to bring attractive brands into the Group, to support customer demand and
choice.
Our supply chain is international and is subject to stringent management of supply chain logistics and working capital,
we continue to navigate through the well-publicised global supply chain issues to ensure the flow of product is in line
with our strategic ambition.
We have continued to strengthen our brand and supplier relationships during the pandemic, demonstrating the
strength of our business model and strategic performance. This also supports new product availability, in line with our
elevation ambitions.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
We fail to manage and leverage our supplier and brand partner
relationships successfully, to secure the right products for our
business at the right price and quality, and to meet or exceed
our customers’ expectations. Failure to mitigate these risks might
impact our elevation targets, performance and long-term growth.
• The Group has a policy of forging close long-term commercial
relationships, which are underpinned by our commitment to
product, elevation and customer excellence.
• The Elevation strategy targets forging stronger relationships
with key brand partners, and this continues to be an
ongoing priority.
• Dedicated relationship partners, procurement and commercial
teams support truly integrated supplier engagement.
• The Group utilises two leading supply chain companies to
procure much of its own-brand products. A Group-owned
supply chain entity further diversifies risk.
• Our stock levels supported our ability to trade through
the Covid-19 pandemic and supply chain delays. We have
continued to secure ongoing supplies, due to the depth and
breadth of our commercial relationships.
• Suppliers sign-up to the Group’s Supplier Manual, which
enables us to monitor and benchmark supplier performance.
• Strong service level agreements are in place, which help to
support an effective supply chain network.
• Our own-brand investment targets consumer trends and
complements third-party brands, supporting consumer choice.
• Influencer partnerships and brand collaborations provide
opportunities for own-brand growth.
• Electronic Data Interface (EDI) capability improves our process
efficiency through the commercial cycle and enhances
supplier engagement through a dedicated supplier portal.
FRASERS GROUP PLC ANNUAL REPORT 2022
54

Global Macro-economic Conditions, Events (Pandemic) or Political Factors
The current geo-political events and the on-going global pandemic are core aspects of this risk in the period under
review. We also monitor global and national political change on an ongoing basis, for impacts on our strategy and
supplier networks. These are external events and we respond well to those factors we can control. The strength of our
business and our performance enables us to generally absorb the broader indirect economic impacts associated with
these risks (including the challenging economic conditions at present, with inflationary pressures and increased energy
and cost of living) although we remain cautious at all times.
The current macro-economic pressures and geo-political events occurring in Eastern Europe have clearly increased
this risk and we continue to monitor these events and the potential impacts on the Group.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to anticipate, evaluate or appropriately respond to
external events, or broader global/macroeconomic conditions,
events (pandemic) or political factors, may risk the achievement
of our performance targets, impact our strategic direction or
longer-term viability, or result in lost opportunities for growth.
Pandemic:
• We have continued to implement effective response
procedures, with Board oversight and prioritisation.
• Our mandated safe working and operating standards
prioritise colleague and customer wellbeing.
• We deployed new safety requirements quickly, with external
validation and ongoing evaluation, review and monitoring.
• Investments in our online capability and customer service
delivery support our accelerated growth in e-commerce.
• Effective supplier and supply chain management optimises
working capital and leverages and strengthens our
commercial relationships.
• Effective management of cash flows and committed facilities
supports our liquidity, long-term viability and trading
partner support.
• We conduct ongoing scenario analysis, with timely reporting
to management.
• We leverage opportunities for investment, through strong
management oversight.
Monitoring of economic and political change:
• We ensure ongoing financial and commercial evaluation of
economic and political change, with senior management
oversight and Board reporting.
• The executive-led Compliance & Risk Group holds emerging
risks discussions, with oversight reporting to the
Audit Committee.
• Immediate online closure of sanctioned countries for deliveries
or trade through our web platforms was actioned during the
current conflict.
FRASERS GROUP PLC ANNUAL REPORT 2022
55

Treasury, Liquidity and Credit Risks
Short, medium and long-term funding arrangements support our business operations and our ability to meet our
financial obligations and deliver our strategic ambitions.
Funding availability remains a principal risk but the overall risk level trended downwards towards the end of the period,
based on our trading performance and strategic delivery through the height of the pandemic and the successful
refinancing of our Group facility to 2024, however with the acquisition of Studio Retail Group, we remain cautious of
our exposure to credit risk in respect to ‘Credit customer receivables’ and therefore the overall risk remains unchanged.
Interest rate risks arise on net borrowings. Foreign exchange risk arises from international trading, future sales and
purchases in foreign currency, loans to non-UK subsidiaries and unhedged options to buy or sell foreign currency.
Credit risk arises primarily through our Wholesale and Licensing customers and there is some level of counter-party
risk exposure, although we do not consider this to be material.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to appropriately manage our funding and liquidity
positions and secure access to funding markets might impact our
plans for growth, the ability to manage our trading requirements,
meet longer-term liabilities and the ongoing viability of
our business.
• Our Board reporting on debt, covenants, funding and cash
flow positions includes stress testing and extensive business
risk scenario analysis, including Brexit, Covid-19, mandated
store closures and related costs.
• The Group Treasury function manages liquidity, interest rate
and foreign exchange risks.
• The Group treasury policy, with Board oversight, outlines
delegated authorities for operation, monitoring and reporting.
• We have refinanced our Group facility until 2024 with an
option to increase the term by an additional two years.
• Ongoing monitoring and reporting of going concern and
viability are part of our standard suite of internal and
external reporting.
• Our hedging strategy is reviewed and approved annually
as part of our treasury governance, with hedging activity
reported to Board.
• Investments of surplus cash, borrowings and derivative
investments are made under pre-approved investment criteria.
• We use forward foreign currency contracts to hedge against
highly probable foreign currency trading transactions.
• We conduct regular monitoring of customer and
counter-party credit risks.
See note 3 to the Financial Statements for further detail on financial risk management.
FRASERS GROUP PLC ANNUAL REPORT 2022
56

Customer
Customer engagement and retention is vital to our Group, whether through our physical stores or online. Continuing
to harness customer value and loyalty consistently across the Group is complex as it is underpinned by our product
offerings, price and service.
We have enhanced our e-commerce offering and significantly improved our customer experience through our
Elevation strategy, as well as our customer service and the underlying platform for our digital business.
We continue to strengthen our elevation through our new concept stores and flagship multi-fascia offerings.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to anticipate and respond to customer needs or changes
in consumer trends and spending, or to drive and deliver
customer service excellence, may impact our growth, value,
reputation and strategic ambition.
• We conduct ongoing monitoring of customer insights and
competitor and market trends.
• We review and update our customer policies periodically which
enables us to respond to and drive our customer-led strategy.
• Continued investment in our customer service offering,
systems and communication enables us to understand and
improve our customer experience, working across all channels
including social media.
• We continue to develop and invest in our online offering, in
line with customer demand.
• Ongoing enhancement of our ESG agendas supports our
strategy, in line with our customer focus.
Legal and Regulatory Compliance
The legal and regulatory landscape in which we operate is constantly changing. Our commitment to delivering
robustly on our obligations is central to our culture and values.
We have increased our assessment of this risk in the period, based on factors which continue to impact the legal and
regulatory landscape in which we operate. We are conservative in our assessments and are confident in our ability
to manage these risks effectively. The trend we are reporting recognises anticipated changes through our horizon
scanning and emerging risks evaluations, until we have implemented our response plans.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
4
An action or incident may occur which results in a legal or
regulatory breach and which impacts our business financially,
commercially or reputationally and/or may result in litigation.
• Our experienced and qualified in-house Legal team provides
core services and advice as well as oversight of new and
emerging legislative and regulatory requirements.
• External advisers provide additional services and training in
specialist areas, as required by the business and legal team.
• Key legislative and regulatory compliance risk areas are
prioritised (including but not limited to), FCA regulation, GDPR/
data protection, health and safety, IP rights, Listing Rules and
Trading Standards as an ongoing priority.
• Our Code of Conduct supports our ethics, behaviours and
culture, and our regulatory policies include, for example,
Anti-Bribery & Corruption, Corporate Gifts & Hospitality and
Conflicts of Interest.
• We review the approach and content of mandatory induction,
policies and ongoing training across relevant areas, for
all colleagues.
• The Legal team is a key contributor and adviser to the
Compliance & Risk Group.
FRASERS GROUP PLC ANNUAL REPORT 2022
57

Technology Capability and Infrastructure Renewal
We operate in a competitive and challenging customer-focused market. Our systems need to be built with customer
experience at the forefront, supporting an end-to-end supply chain logistics service. Technology is constantly evolving
and managing change and transformation in this environment is a key focus.
We have invested heavily in our automation, enhancement of IT platforms and delivery capabilities, which support a
modernised online and in-store customer experience, built on resilient infrastructure.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to maximise the use of our existing technology or to
renew our infrastructure in a timely and effective way may affect
our ability to keep up with the pace of change and deliver our
strategic ambition.
• We continue to develop our Group technology strategy, which
is aligned to the business strategy.
• Our forward programme of infrastructure renewal enables us
to operate our business efficiently and support our ability
to compete.
• Our streamlining and decommissioning programme supports
acquisitions and integration activity.
• Investments in our online trading capabilities, warehouse
management systems and in-store technology enhance the
end-to-end customer experience.
• Our experienced Technology team, supported by ongoing
skills training, helps us to keep abreast of emerging
technologies and customer-leading insights.
• We develop an ongoing cycle of internal training programmes
to support effective use of existing and new technologies
across our businesses, as they are introduced.
• Strengthening our information security capability has
enhanced our transformation programme, our strategic
technology delivery and the robustness of our
second-line oversight.
Cyber Risks, Data Loss and Data Privacy
Attempts to attack or gain unauthorised access to systems and data are becoming increasingly sophisticated. Our
systems are critical to our operations and trading. We have legal and commercial obligations to protect the security
and privacy of the data we hold and process.
We combine the continued investment in our digital offering, automation and technological change with the
strengthening of our people and in-house capabilities, to deliver on our risk mitigations.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
2
3
4
A cyber-attack may result in data loss and/or denial of service,
impacting our business financially through fines and penalties or
lost trade, as well as our reputation and our ability to operate.
Failure to adequately protect our processes and the data we hold
may result in legal or regulatory breach, loss of trust and financial
loss.
• We have strategies and policies in place to support our IT
security, with continued development and review.
• We collaborate closely with our industry leading service
partners, who provide core services beyond our in-house
capabilities. Capability delivery, security and savings are
core drivers.
• Protection tools, including encryption, and detection tools are
in place to support effective monitoring and reporting, and are
reviewed regularly.
• We have enhanced our information security capabilities and
strengthened our second-line monitoring.
• We conduct an annual external review of our cyber
infrastructure and penetration testing across the Group.
• Strengthening our data protection mandate, enhancing our
policies and procedures and ongoing internal training help
to mitigate data protection and privacy risks and support
delivery of our change and transformation programme.
• We have an ongoing programme of security and privacy
monitoring across our Group and extended enterprise.
• Our in-house Legal team supports second-line monitoring and
reporting of legislative compliance.
• We have continued to invest in data protection training and
communications (and local legislative equivalents in our
overseas operations).
• We routinely action and retain Data Protection
Impact Assessments.
FRASERS GROUP PLC ANNUAL REPORT 2022
58

Business Continuity Management and Incident Response
Our Head Office and Distribution Centre at Shirebrook and our e-commerce activity are critical to our business
operations. There is an ongoing and increasing reliance on the availability of technology across our Group. We need
the ability to respond to incidents effectively and on a timely basis, to ensure continuity of operations and trade.
We have continued to invest in our warehouse automation and develop appropriate documented contingency
strategies allowing this risk to move downwards over the period.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to respond effectively or on a timely basis to operational
or IT incidents or events might impact the Group financially
through lost revenue or have a reputational impact, based on our
capability and communications.
• Our business continuity plans are fully documented and are
scheduled for continual review, revision and testing as required.
• Our governance structure supports agile incident response,
with clear roles, responsibilities and reporting lines.
• Annual external review and challenge of our processes
supports our commitment to continuous improvement.
• Ongoing training supports good practice and knowledge
sharing for continuity.
• Internal and external communications, marketing and PR
capabilities are integral to our incident response plans.
• Recovery prioritisation of IT systems and processes forms part
of our business impact analysis review.
• We have recovery time targets for both critical and normal
service functions.
• Critical recovery capabilities align to our appetite and controls,
supported by appropriate insurance cover.
Group Entities and Extended Enterprise
Our Group is complex and extensive and includes oversight of our third-party and extended enterprise partners and
suppliers. We are committed to ensuring we have the right levels of transparency, consistency and monitoring across
our Group, to enable effective oversight in line with our values and culture.
We have an appetite for acquisitions as part of our strategic growth agenda. Our integration strategy continues to be
developed to support ongoing efficient and effective acquisition engagement and management.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to effectively monitor activities across our Group entities,
partners and suppliers, who form part of our extended enterprise,
may result in financial, reputational or legal compliance issues.
• Transparency across our Group and extended enterprise
and its changes is an ongoing priority. It is subject to regular
review and discussion and forms part of our risk management
framework and reporting.
• Oversight roles and responsibilities across our Group structure
support risk-based functional monitoring and assurance.
• We maintain strength in our supply chain management and
supplier and partner relationships.
• Risk and controls reporting across the Group is subject to
continuous improvement, including self-assessment processes
for confirmation of compliance with key policies, controls and
other Group requirements.
• Governance and monitoring are in place for new investments,
acquisitions and opportunities.
• The Group Internal Audit team is developing third-line
monitoring to support the broader internal controls framework
across the Group.
FRASERS GROUP PLC ANNUAL REPORT 2022
59

People, Talent Management and Succession
Our business benefits from strength and depth of knowledge, talent and experience, which has long been pivotal to its
success. Retaining and protecting this talent, providing for succession and an ongoing programme of attracting and
developing new talent is core to our people plans and objectives.
We have made significant progress in the period in this area and when new initiatives have time to embed, we expect
to see this risk trend decrease. However, the current pressures on the national labour market throughout the retail
sector has increased our risk over the period.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to attract, retain or develop talent across our business and
implement effective succession planning might impact our ability
to achieve business and strategic objectives and the efficiency of
our growth transformation.
• Continued development of strong trainee management and
apprenticeships programmes supports our future
talent pipeline.
• We recruit externally to fill capability gaps necessary for our
growth and transformation.
• We prioritise internal development and promotion wherever
possible and actively encourage cross-functional experience.
• A new ‘fearless focus’ appraisal system has been introduced,
with clear expectations for performance, opportunities for
development and broader succession planning.
• A six pillar People Framework supporting performance and
talent recognition is now in place across the Group.
• An internal recruitment mandate operates, with improvements
in onboarding and applicant tracking.
• We have created core principles and a colleague value
proposition that share the Group’s values and ambitions for
our people, with an elevated and re-energised website to
attract talent.
• A new recognition and bonus structure has been launched,
recognising and rewarding people who continually adopt our
core principles.
• The Workers’ Representative is a Board Director, who supports
communication channels and gives our people a voice at the
highest level in our business.
• We have a strong strategy for diversity and inclusion and
people support.
• We have made significant investment into learning and
development, supporting internal progression and overall
organisational capability.
FRASERS GROUP PLC ANNUAL REPORT 2022
60

Environmental, Social & Governance (ESG)
Tackling climate change is a global imperative and the resulting increase in regulation is a key focus area for
the Group.
Measures which support climate change initiatives and our wider ESG agenda continue to be key components of our
strategic direction, supporting sustainability, the broader social agenda and consumer choice.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
1
2
3
4
Failure to maximise our position and value relating to ESG factors
might impact our ability to achieve our growth, value, reputation
and strategic ambitions.
• We have Board-level engagement and an Executive sponsor
of our ESG agenda.
• Sustainability continues to be embedded throughout the
business and is a continued area of focus for the Group.
• Dedicated operational leadership continues to drive project
and programme initiatives and engagement through our
supply chain.
• Appointing our Group Carbon Reduction Manager shows our
commitment to tackling climate change.
• We have evaluated our risks and opportunities around climate
change and our TCFD disclosures provide further details
on this.
• We have an environmental policy in place, which has been
reviewed and approved by the Board.
• We have energy efficiency targets, monitoring and
measurement, with external specialist support and league
tables with reward mechanisms to drive this forward.
• We continue to launch ranges and products that drive
responsible and sustainable purchasing decisions.
• Our community initiatives support the provision of vouchers to
schools and organisations to allow purchases of
discounted sportswear.
• Review and ongoing development of the Group Code of
Conduct supports our values and colleague engagement and
includes a standardised framework for supplier onboarding.
• We are constantly working with our partner brands and
suppliers to encourage more sustainable practices.
FRASERS GROUP PLC ANNUAL REPORT 2022
61

Property
The retail landscape continues to see significant changes with a high volume of retail properties vacant due to the
high level of retail insolvencies and retailers moving away from bricks and mortar to e-commerce due to the shift in
consumer behaviour, which has further increased due to the Covid-19 pandemic.
As a result of the above, both the value and value in use of retail properties has declined.
Risk Trend and
Links To Strategy
Risk Controls and Mitigations
3
4
There is a financial risk to the Group if our commitment to a
lease or the value of our freehold properties decline, where high
vacancy rates make the area less attractive for our consumers
and drive less footfall to our stores.
• For new store leases we actively engage and work with our
landlords to support rents that are flexible and linked to
store turnover.
• We aim to align rent free packages and capital contributions
from landlords to reflect the elevated store fit outs.
• As retail units become more affordable, we look to move
into more prime locations with more footfall and consumer
resilience.
• We are actively reviewing our lease portfolio and looking to
renegotiate with landlords in relation to underperforming stores.
• The freehold estate is actively managed by the property team
and we will look to dispose of sites which are not aligned with
the Group’s strategy or where there is a commercial benefit to
the wider Group.
The Strategic Report has been approved by the Board and signed on its behalf by:
Chris Wootton
Chief Financial Officer
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
62

VIABILITY STATEMENT
The 2018 UK Corporate Governance Code requires the
Board to express its view of the long-term viability of
the Group and assess the Company’s prospects, capital
management and principal risks.
Accordingly, the Board regularly carries out thorough
and robust assessments of the risks, including stress
testing the Group’s resilience to threats to its business
model, strategy, future performance and liquidity
and the risks identified in the Principal Risks and
Uncertainties section of this Report, together with the
steps the Group has taken to mitigate them. In addition,
the Board regularly reviews the performance and
financing position of the Group and its projected funding
position and requirements.
The Group continues to face the challenges that the
pandemic, Brexit, supply chain issues and changing
consumer behaviour are having on the retail industry.
The Board chose to review these over a three-year
period to 27 April 2025. This period is covered by the
Group’s combined term loan and revolving credit
facility (on the assumption the extension is granted).
Management is satisfied that a three year period is
appropriate to review performance, as it best reflects the
short-term budgeting and planning process of the Group,
the longer-term forecasting and the expected timescales
for strategy implementation. The process adopted to
prepare the model for assessing the viability of the
Group involved input from a number of departments
across the business to model a conservative scenario.
The Board has considered all the risks included within
our Principal Risks section as they could all have an
impact on performance. However, with regards to
viability, we have focused on those which are the
greatest risk:
Global Macro-economic Conditions,
Events (Pandemic) or Political factors
We have:
• reviewed the continuing impact of the pandemic
on the Group’s sales and margin in relation to both
store and online revenue; and
• reviewed the continuing impact on costs due
to Brexit.
Third-party Brand Relationships, Key
Suppliers and Supply Chain Management
We have:
• tested the business model’s resilience to changes in
the retail market and responses to variability in sales
and margins;
• taken into account further consumer shift from
bricks and mortar to online;
• forecast the impact of key suppliers going direct
to consumer;
• reviewed the arrangements with key suppliers; and
• forecast and modelled increased costs associated
with supply chain issues.
Treasury, Liquidity and Credit Risks
We have:
• reviewed the Group facility and its suitability for the
Group’s cash flow cycle and liquidity requirements;
and
• reviewed the Group’s hedging strategy.
Viability has been assessed by performing sensitivity
analysis and stress testing of the Group’s FY23 budget
and forecast for the viability period prepared by
management. This comprised a recent review by the
Board of a number of scenarios in which the Group’s
income statement, balance sheet and cash flow
forecasts were stress tested to determine how much
the Group’s trade would need to be affected in order
to breach the Group’s covenants (being interest cover
and net debt to EBITDA ratios). These scenarios, the
occurrence of which are deemed to be highly
remote, include:
Scenario 1:
The Frasers Group operations as a whole are impacted
by a material and unexpected reduction in demand (e.g.
future pandemic), we materially fail to manage brand
partner relationships resulting in trade being impacted
for a period of time (e.g. loss of key suppliers) or there
is a significant impact due to the economic downturn
globally due to reduced customer confidence resulting in
lower spending.
FRASERS GROUP PLC ANNUAL REPORT 2022
63

Assumptions:
• a further decrease in sales of 10%, margin remaining
consistent with original budget and direct costs
falling in line with sales.
Scenario 2:
Our supply chain continues to be affected across
the Group by the impact of Covid-19 and Brexit,
with logistics costs significantly increased for both
ourselves and our suppliers who pass on the increased
costs impacting our margin or there is a significant
impact due to the economic downturn globally due to
customers being more price sensitive.
Assumptions:
• the gross margin percentage reducing by a further
2% across the Group, with other assumptions
remaining consistent with the original budget.
Scenario 3:
• this is a combination of scenarios 1 and 2 above and
is seen as the worst-case and highly unlikely.
This scenario testing indicated that the business could
withstand a sustained decline in sales and gross margin
and, through the use of mitigating actions, remain within
its financing facilities and covenants.
On 30 November 2021 the Group refinanced its existing
borrowings and entered into a combined term loan and
revolving credit facility of £930.0m for a period of three
years, with the possibility to extend this by a further two
years. This facility increased to £940.0m as at 24 April
2022 and to £980.0m subsequent to the period end.
The Group has consistently created strong operating
cash flows from underlying trading and has an
appropriate hedging strategy to meet currency risks.
There have been no post balance sheet changes
to liquidity.
The impact on the projected cash flow as a result of
the conservative model has been reviewed, if required
management has a number of mitigating actions which
could be taken such as putting on hold discretionary
spend, liquidating certain assets on the balance sheet, or
reductions in labour and marketing costs.
Based on its assessment, the Board has a reasonable
expectation that the Group will be able to continue
operating and be able to meet its liabilities as they fall
due for a period of approximately three years.
The Viability Statement was approved by the Board on
20 September 2022, and signed on its behalf by:
Chris Wootton
Chief Financial Officer
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
64

GOVERNANCE
CORPORATE GOVERNANCE
REPORT
Chair’s Introduction
As Chair, my primary role is to ensure that the Board
effectively sets and implements the Company’s direction
and strategy. I am responsible for leading the Board
to make decisions that will benefit the Group and
ultimately its stakeholders. My role is to ensure that we
adhere to high standards of corporate governance that
will facilitate the continued sustainability of the Group.
Our Non-Executive Directors have a great depth
of experience, remain independent throughout all
discussions and are rigorous in challenging the
Executives in the best interests of the Group. Our
Executive Directors understand the Group’s values and
behaviours. They work tirelessly to retain and grow
shareholder value, engage our workforce and promote
the Group’s strategy.
The Board and the Committees continue to work
effectively and collaboratively to ensure the decisions
being made drive the Group forward. I would like to
thank Board members for their commitment
and diligence.
We have continued our efforts to work on improving our
environmental impact and sustainability as well as the
difference we make in the communities we serve. Further
details are included in our ESG report at page 33.
The Board and Audit Committee have worked with
the sustainability team as well as external advisors in
relation to TCFD reporting. The Board and Committee’s
have also worked with the Group to set stretching
but achievable targets for the Group during the FY23
financial year. The TCFD report is at page 40.
We have also continued to strengthen our governance
as part of our ongoing Elevation strategy. Further
information regarding our compliance with the Code
can be found in our Corporate Governance Statement
at page 65.
David Daly
Non-Executive Chair of the Board
20 September 2022
CORPORATE GOVERNANCE
STATEMENT
This Corporate Governance Report and Statement sets
out how the Company has applied the principles in the
2018 UK Corporate Governance Code during its financial
period ended 24 April 2022. A copy of the Code is
available at www.frc.org.uk.
Disclosures in relation to DTR 7.2.6 (share capital) and
DTR 7.2.8 (diversity) are set out in the Directors’ Report
on page 95 and in the Nomination Committee Report
on page 75.
The Board considers that it complied with the majority of
the principles and provisions of the 2018 UK Corporate
Governance Code for the period ended 24 April 2022.
One area in which the Board was not fully compliant
was Code Provision 36 which requires that remuneration
schemes should promote long-term shareholdings
by Executive Directors that support alignment with
long-term shareholder interests and that share awards
granted for this purpose should be released for sale on
a phased basis and be subject to a total vesting and
holding period of five years or more. The Executive
Share Scheme approved by 86.6% of shareholders’
voting at the 2021 AGM has a total five-year vesting
period as suggested by the Code but could permit 50%
of share awards to vest after four years if our stretching
share price targets (a minimum £12 or £15 as relevant
maintained for 30 dealing days) are attained within 4
years of the commencement of the plan.
Board Leadership and Company Purpose
The Board
Board changes during the year were minimal, with one
director resignation due to a conflict of interest. Despite
this, the Board remains stable and well resourced. We
are reviewing the Board’s size, composition and skillset
on a regular basis to ensure that it continues to be fit
for purpose and address areas where we can make the
most effective changes.
Business Model
Information on the Group’s business model and strategy
can be found in the Strategic Report on pages 12 to 16.
FRASERS GROUP PLC ANNUAL REPORT 2022
65

Culture
During the year the Board, and the Remuneration
Committee in particular, met regularly with the Group
Head of People to assess and monitor the culture of the
Group, especially as seen from outside the Group. This
led to a social media strategy to raise the reputation and
profile of the Group to bring in potential future talent.
The Group has also developed a newsletter to provide
more regular and consistent messaging to colleagues.
Further information on the Group’s culture can be found
on page 33.
Stakeholder Engagement
Like most companies, the Group has to balance
the needs of multiple stakeholders. Stakeholder
engagement is integral to the growth and sustainability
of the Group. We aim to ensure that we capture the
views of as many stakeholders as possible. Whilst we
try to accept commendation where appropriate and
address criticisms when necessary, we are mindful that
this may not always be possible. We recognise that the
most important objective in our approach to stakeholder
engagement is to balance stakeholder views against
other competing factors and accept that it may not
always be possible to achieve a satisfactory outcome for
all stakeholders. During the year, the Board has made
decisions based on the Board papers, presentations
from senior executives and discussions with and reports
from external consultants. The principal decisions in
relation each of stakeholders is contained in the s.172
statement on page 48.
Employees
Please see the Director’s report for details of employee
engagement.
Shareholders
The AGM provides shareholders with an avenue to have
direct access to the Board and senior leadership. The
Group resumed physical AGMs in FY21 but also offered
shareholders the ability to submit questions prior to
the meeting.
Comments from our shareholders are passed to the
Board and relevant committees for consideration and
analysis. The Executive Directors are also available
for questions at all our result presentations and
shareholders’ opinions are closely monitored through
analyst and broker correspondence. Our larger
shareholders also have regular engagement with senior
executives and a number have visited our Shirebrook site
during the financial year. Shareholders also have access
to other key representatives of the Group, by using the
investor relations contact on the Group’s website.
Customers
The Group continues in its effort to provide an elevated
customer experience. Our efforts aim to act upon and
improve customer feedback. Customers now have the
ability to reach out to us through numerous channels
and we have started the roll out of self-service options
in selected fascias. There have also been improvements
to the online help centre to encourage first-time
resolutions for the customers who make contact and we
have adopted a flexible-working approach to address
customer demand during peak times.
The Group has invested in an Operational Excellence
programme which is focused on supporting, developing
and empowering the Customer Service teams to
provide them with the right tools to meet the highest
standards of customer service and satisfaction. We
have also invested in increasing our Customer Service
capacity by establishing an inhouse contact centre in
one of the overseas territories in which we operate. The
Group has also made significant investments in our
digital capabilities and approach to customer service
management which we are confident will yield improved
results for FY23.
The acquisition of Studio Retail Group, which had a very
strong consumer credit team, has also ensured that we
can accelerate our proposition of offering our customers
more flexible payment options, by utilising this expertise
for the rest of the Group.
Suppliers
We aim to engage with suppliers who have compatible
values to those of the Group and who provide value for
money and high-quality goods and services. The Group
prides itself on fostering long-term relationships with
our key brand partners to ensure ongoing continuity
of supplies to our customers. This includes, where
appropriate, making strategic investments in brand
partners such as Mulberry and Hugo Boss.
Our own-brand products continue to be produced and
supplied by our two gateway suppliers with whom we
have a longstanding relationship.
We are currently undertaking a review of our
procurement process and policies, to assess our suppliers
to ensure that we can meet our ESG commitments and
achieve our TCFD targets. Further information can be
found in our ESG report.
FRASERS GROUP PLC ANNUAL REPORT 2022
66

Regulators
The Group makes every endeavour to comply with its
legislative and regulatory obligations. We regularly
liaise with HMRC, the FRC and the FCA in an open and
transparent manner. The Finance team and the Board
have established regular communications with tax
authorities internationally. Our internal tax team has a
dedicated contact at HMRC and we have dedicated
contacts at other Government bodies, such as
Trading Standards.
Lenders
Alongside attending all Board meetings, the CFO is
always available to inform the Board of any updates in
relation to financial lenders. With the assistance of the
Finance team, the CFO ensures that the Group complies
with the terms and conditions in its credit facility
agreements. The CFO regularly liaises with the Chair of
the Remuneration Committee and the Chair of the Audit
Committee, to discuss the Group’s financial performance.
Updates on the Group’s financial performance are
provided at every Board meeting.
During the year, the Group entered into a new term loan
and revolving credit facility that is valid for three years
at a value of £930 million with the option to increase
the value up to £1.2 billion. As at the date of the release
of this Annual report the Group facility was at a value of
£980m. This replaces the previous £913m facility.
Community
Details of our engagement with the community can be
found in our ESG report on page 33.
Workforce Concerns
Cally Price remains the voice of workers on the Board
and provides a direct link with the workforce and Board.
She regularly provides the Board with an update on the
workforce and brings any pertinent issues to
their attention.
The workforce is able to raise awareness of any issue
they face by speaking with their line managers or HR.
They can also send an e-mail to the whistleblowing
inbox if they have concerns around wrongdoing or
they can report issues anonymously through the ‘Your
Company, Your Voice’ hotline, which is monitored by
Cally Price. There is also an anonymous whistleblowing
e-mail address to voice concerns, which the Company
Secretary has access to and is responsible for monitoring.
Whistleblowing is an agenda item at each Board
meeting so that any concerns can be raised to the
Board. In addition, the Chair has regular meetings with
the Company Secretary on an informal basis, where any
whistleblowing reports can be discussed.
Colleagues also have access to confidential wellbeing
advice and support through the Retail Trust.
Director Concerns
During the year, no concerns were raised by the Board,
or any current or former directors, regarding the
operation of the Board or the management of
the Group.
Conflicts of Interest
Details of procedures regarding Directors’ conflicts of
interest, including the Relationship Agreement with Mike
Ashley as the controlling shareholder, can be found in
the Directors’ Report.
Anouska Kapour was appointed to the Board in
September 2021, but subsequently took the decision
to resign from the Board in December 2021 due to a
conflict of interest. No further conflicts from other Board
members became apparent throughout the year.
The Board considered whether Nicola Frampton’s
appointment as Chief Operations Officer of Domino’s
Pizza Group created a conflict of interest. It was
unanimously agreed that as Domino’s operates in a
separate sector to the Group, that this was not a conflict.
Nicola continues to be able to dedicate enough time to
her role as a Non-Executive Director, as shown by her
Board and Committee attendance throughout the year.
Corporate Governance Framework
The Group has continued with the elevation of its
corporate governance framework. The Group has
re-drafted and published numerous policies including
our Whistleblowing and Anti-Bribery & Corruption
policies to strengthen our current internal controls. This
work will continue into the next financial year. The
Internal Audit team has drafted an audit timetable
for the FY23 financial year, reviewing various different
departments to ensure internal controls are appropriate.
Division of Responsibilities
The Chair
The Chair leads the Board, ensuring constructive
communications between Board members and that
all Directors are able to play a full part in the Board’s
activities. The Chair sets Board agendas and ensures
that Board meetings are effective and that all Directors
receive accurate, timely and clear information.
The Chair communicates with shareholders effectively
and ensures that the Board understands the views of
major investors. The Chair also provides advice and
support to both the Executive and Non-executive
Board members. The Chair continues to meet the
independence criteria set out in provision 10 of the
Corporate Governance Code.
FRASERS GROUP PLC ANNUAL REPORT 2022
67

The Chief Executive
The Chief Executive provides leadership to the senior
leadership team in the day-to-day management of the
Group, with an emphasis on long-term goals, growth,
profit, and return on investment. He is instrumental in
formulating and implementing the Group’s strategy.
He is the main point of contact between the senior
leadership team and the Board and facilitates effective
communication and flow of information with the
Non-Executive Directors. Michael Murray became Chief
Executive on 1 May 2022. Mike Ashley and Michael
Murray worked together for a number of months, to
ensure a smooth transition into the role.
The Senior Independent Director
Richard Bottomley, OBE, is the Senior Independent
Non-executive Director. He works closely with the
Chair and provides support to both him and the other
Non-Executive Directors. He is also an alternative point
of contact for shareholders and is able to assist when
necessary if they have concerns. He is also responsible
for ensuring that the annual appraisal of the Chair’s
performance is completed and is supported by the
other Non-Executive Directors in this respect and for
overseeing the succession planning for the role of the
Chair. Richard is also chair of the Audit Committee and
has regular contact with the internal finance team and
the external auditor.
Role of the Non-Executive Directors
The Non-Executive Directors have extensive experience
from a wide range of sectors. Their role is to understand
the Group in its entirety, to constructively challenge
strategy and management performance, set executive
remuneration and ensure appropriate succession
planning is in place. The Non-Executive Directors
must also ensure they are satisfied with the accuracy
of financial information and that effective risk
management and internal control processes are in place.
Independence
There are currently three independent Non-Executive
Directors, as well as a Non-executive Chair of the Board,
a Non-executive Workforce Director, and three Executive
Directors, with the appointment of Michael Murray
as CEO on 1 May 2022. All Non-Executive Directors,
other than the Non-executive Workforce Director,
were considered independent upon appointment. The
Non-executive Workforce Director is not considered to
be independent as she is employed by the Group.
Delegation of Responsibilities
The Board has three sub-committees, namely the Audit
Committee, Remuneration Committee and Nomination
Committee. The Committees are governed by their
Terms of Reference, which provide details of matters
delegated to them. The Terms of Reference are available
on the Group’s website at frasers.group/financials/
corporate-governance and are reviewed annually to
ensure they remain fit for purpose. The roles of the
Chairman, Chief Executive and Senior Independent
Director are clearly defined and set out in writing.
FRASERS GROUP PLC ANNUAL REPORT 2022
68

Remuneration
Committee
Remuneration
policy
Remuneration
schemes
Service contracts
for senior executives
Key Board
Responsibilities
Approving budgets
Setting the Group’s values and standards
Approving strategic aims and objectives
Approving acquisitions and disposals
Approving the appointment or removal of
Board members
Approving foreign exchange and commodities
transactions above a material level
Audit
Committee
External audit
Financial reporting
Internal audit
Risk management
Compliance
and fraud
Nomination Committee
Composition of the Board
Succession planning
Matters reserved for the Board
There is a formal schedule of matters that require
Board approval before any action is taken by the senior
leadership team. The matters reserved for the Board
could have significant strategic, financial or reputational
impact on the Group so are subject to extra scrutiny. The
schedule of matters is reviewed annually and updated
by the Board when necessary.
Board and Committee Performance
Board, Committee and individual director performance
are evaluated annually in line with the requirements
of the Corporate Governance Code 2018. The
Non-Executive Directors, led by Richard Bottomley,
review the performance of the Chair, taking into
account the views of Executive Directors. The outcome
of the review is relayed to the Chair, with constructive
comments to improve his future performance.
During the period, the Chair reviewed the performance
of all Non-Executive Directors, to ensure their
performance remains effective and that they are
committed to and capable of performing the role. The
Chair has discussed with each Non-Executive Director
how they can improve their knowledge, behaviour and
skills, in order to be better equipped for the role. A skills
matrix is in the process of being produced to allow
objective analysis of where Board performance can be
improved. It will also be used as a tool in our succession
planning when recruiting new directors. The Board
and Nomination Committee had numerous meetings
throughout the year to discuss the appointment of
Michael Murray as CEO. These meetings reviewed his
performance during his property consulting role and as
Head of Elevation and identified the skills that he could
bring to the Board.
There was a thorough independent external evaluation
of the Board and its committees in FY21. The
performance of the board and its committees have
been discussed in the individual Board appraisals taking
into account the recommendations and comments
arising from the review in FY21.
Following the appointment of the new CEO in May
2022, the Board is intending to consider again the
recommendations of the external review and see
whether there are any further steps to take.
FRASERS GROUP PLC ANNUAL REPORT 2022
69

In addition to the evaluation of the Non-Executive
Directors, the performance of the Executive Directors
was also reviewed by the Chair and performance
objectives set. During the period, the Chair held informal
meetings with the Non-Executive Directors without the
Executive Directors present.
Director Commitment
Prior to accepting Board positions, prospective
Directors are informed that following induction, they
are required to dedicate between 15 and 20 days per
annum to fulfil the role of a Non-executive Director.
Non-Executive Directors are aware that scheduled and
unscheduled meetings may take place, as well as other
events including site visits, shareholder meetings and
strategy meetings. The time commitment specified in
Non-Executive Directors’ letters of appointment has
been reviewed by the Nomination Committee and is
considered appropriate. Regular training is offered to all
Directors and this is further considered during
Director evaluations.
The Directors are expected to attend all scheduled
Board meetings and are asked to use best endeavours
to attend unscheduled meetings. To assist with
managing their commitments, the Non-Executive
Directors are given prospective annual Board calendars
early in the second half of the preceding year. During
the year, there were six scheduled and six unscheduled
Board meetings.
Appointment Documentation
Details of Executive Directors’ service contracts,
and of the Chair’s and the Non-Executive Directors’
appointment letters, are given on page 81.
Copies of service contracts and appointment letters are
available for inspection at the Company’s registered
office during normal business hours and at the Annual
General Meeting. None of the Executive Directors hold a
directorship of another FTSE 350 company.
Meeting Documentation
A detailed agenda is established for each scheduled
meeting and appropriate documentation is provided to
Directors in advance. Regular Board meeting agenda
items include reports from the Chief Financial Officer,
reports on the performance of the business and current
trading, and specific proposals where the Board’s
approval is sought. The Board monitors and questions
performance and reviews anticipated results. The Board
also receives reports from the Non-Executive Workforce
Director, who attends all Board meetings.
During Board meetings, presentations are made on
business or strategic issues where appropriate, where the
Board considers the Group’s strategy at least annually.
Minutes of Committee meetings are circulated to all
Board members for agreement.
Copies of analysts’ reports and brokers’ notes are
also provided to Directors. The Board also receives
presentations from industry experts when necessary.
Board Meeting Attendance
The Board has a formal schedule of regular meetings
that is agreed and circulated in advance. Scheduled
meetings are used to approve standard regulatory
matters and make significant decisions and also provides
an opportunity for the Board to exercise its expertise to
advise and influence the business. The Board has the
capacity to meet on other occasions if decisions need to
be taken outside the scheduled meetings.
The Directors’ attendance at Board and Committee
meetings during the year, and the total number of
meetings that they could have attended, are set out in
the table below. Attendance was high for all Directors,
who attended all meetings unless prevented from doing
so by a prior commitment. There was an ongoing need
for unscheduled meetings during the year, to discuss
numerous decisions and matters outside the scheduled
Board meetings.
FRASERS GROUP PLC ANNUAL REPORT 2022
70

Board Meetings
Scheduled
Board Meetings
Unscheduled
Audit Committee
Meetings
Remuneration
Committee Meetings
Nomination
Committee Meetings
Mike Ashley 6/6 6/9
David Brayshaw 6/6 8/9 5/5 4/4 3/3
David Daly 6/6 9/9 5/5* 4/4 3/3
Nicola Frampton 5/6 9/9 3/5 4/4 3/3*
Richard Bottomley 6/6 8/9 5/5 1/4* 3/3
Cally Price 6/6 8/9 1/4* 1/3*
Chris Wootton 6/6 9/9 5/5* 1/4*
Anouska Kapur** 2/6
(attended 2/2 meetings
during her tenure)
0/9
(attended 0/1 meetings
during her tenure)
* Not a committee member but attended meeting.
** No longer a member of the Board.
Company Secretarial Support
All Directors have access to the advice and services of
the Company Secretary and may take independent
professional advice at the Company’s expense, subject
to prior notification to the other Non-Executive Directors
and the Company Secretary.
The Company Secretary ensures that the Company
maintains appropriate insurance cover in respect of its
Directors and Officers. He also advises the Board on
corporate governance matters.
The Group Position and Prospects
The Board takes responsibility for the preparation of
the Annual Report and Accounts for FY22, and is in
agreement that taken as a whole, they are fair, balanced
and understandable. for the Board’s statement on this
matter please refer to page 92. We are confident that
the Annual Report and Accounts provide sufficient
detail and that our shareholders have been provided
with the necessary information on the Group’s position,
performance, business model and strategy. Further
details on this can be found in the Strategic Report on
page 10. Detailed information on the financial position
and performance can also be located in the Group
Financial Statements located on pages 113 to 117.
As a result of its findings, the Board has adopted a
going concern statement for FY22, and full details of this
can be found in the Directors’ Report at page 95. The
Directors have also assessed the prospects of the Group
over a three-year period and the Viability Statement can
be found at page 63.
Risk Management
The Board’s responsibilities and procedures for
managing risk and the supporting systems of
internal control are set out in the Principal Risks and
Uncertainties section of the Strategic Report. Further
information is included in the Audit Committee Report.
Controls in respect of financial reporting and the
production of the consolidated financial statements
are well established. Group accounting policies are
consistently applied and review and reconciliation
controls operate effectively. Standard reporting
packages are used by all Group entities to ensure
consistent and standard information is available for the
production of the consolidated financial statements.
The Board has carried out a robust assessment of the
Groups’ emerging and principal risks in the period and
further detail can be found in the Strategic Report and
Principal Risk and Uncertainties section as noted above.
FRASERS GROUP PLC ANNUAL REPORT 2022
71

THE BOARD
David Daly
Non-Executive Chair of the Board, Chair of the
Nomination Committee
Appointed: 2 October 2017
Committees: Nomination and Remuneration
Committees
Previous roles:
David has held a number of positions during a 30-year
international career with Nike, where his primary focus
was the business of football. He started in a sales role in
1986 later becoming sales director for Nike UK/Ireland.
He retired in 2015 as a Senior Director for Nike’s Club
and Federation business, where he was responsible for
global merchandising business for all of Nike’s leading
football clubs.
Present roles:
David is a Non-Executive Director of Fulham
Football Club.
Key skills, experience and contribution:
David has significant knowledge of the sporting goods
industry having worked at Nike for 30 years. He has
worked in senior roles in sales, marketing, product
development and general management, which has
given him a thorough understanding of consumer
trends and behaviour. He has spent 18 years working
outside the UK and this international experience
has proven crucial to the Board. David joined the
Group as a Board member in October 2017, gaining a
much-needed understanding of the business, before
being appointed as Chair in October 2018. His focus has
been on improving best practices, corporate governance,
promoting diversity and driving the Elevation strategy.
He ensures the Board functions effectively by facilitating
an open and productive debate and providing
constructive challenge.
Michael Murray
Chief Executive Officer
Michael Murray is Chief Executive of Frasers Group; he
will accelerate the Group’s strategy to achieve its vision:
‘to serve our customers with the World’s best sports, premium
and luxury brands.’
Michael has had a relationship with the Group dating
back to 2015 when his consultancy services (through MM
Prop Consultancy Limited) commenced.
He was first tasked with rethinking and implementing
the elevation of the Group’s national and international
property portfolio. As part of that strategy, the Group
pursued a £1bn investment strategy, reinvigorating
the Group’s estate, transforming customer in-store
experience, and repositioning the Group in the eyes of
key stakeholders and brands. This work was to form the
bedrock of the Group’s future Elevation strategy.
Through the implementation of the property Elevation
strategy Michael demonstrated a clear vision for future
business growth and also the potential for a full scale
re-imagining of the market identity of the Group. This
encouraged the Group to completely re-evaluate its
intended future consumer offering, ultimately leading to
the decision of the Group to rebrand from Sports Direct
International plc to Frasers Group Plc.
Building on the success of the property Elevation
strategy Michael was tasked by the Group with using his
vision to provide non-property elevation services to the
Group, encompassing investing in brands, technology,
retail environments and 360 digital innovation. Michael’s
unrivalled vision, and willingness to shake up the industry,
allows the Group to continue its uniquely impressive
trajectory and to pioneer the business’s development.
Michael has been instrumental to the growth and
continued success of FLANNELS - the multi-category
retailer that has reinvented luxury retail and revived
in-store experiences across the UK. Stocking the biggest
names in luxury fashion and beauty, FLANNELS has
become one of the most exciting players in the industry.
During his time working with the Group, Michael has
also revolutionised Sports Direct, by evolving the product
offering, investing in physical store experiences, and
establishing the business’ identity as the leading sports
destination - championed by an all-new aesthetic and
brand mission.
FRASERS GROUP PLC ANNUAL REPORT 2022
72

Mike Ashley
Director
Appointed: 1982 (founder)
Previous roles:
Mike established the business of the Group on leaving
school in 1982 and was the sole owner until the Group’s
listing in March 2007. He was Executive Deputy Chair
prior to being appointed Chief Executive in September
2016 before handing over the role to Michael Murray on
1 May 2022.
Key skills, experience and contribution:
Mike was the founder of the Group and has the
necessary skills for formulating the vision and
commercial strategy of the Group. With over 30 years
in the sports retail business with Sports Direct, he
is invaluable to the Group. Mike’s knowledge and
experience in all areas of retailing, buying, warehousing
and logistics ensures that he is crucial to the effective
and efficient running of operations. With the continuing
challenges in the macro-economic environment his
decisive leadership has meant the Group has remained
resilient and in good health and will be able to take
advantage of future opportunities.
Chris Wootton
Chief Financial Officer
Appointed: 12 September 2019
Previous roles:
Chris worked at PwC for the early part of his accounting
career in the assurance practice, including work on large
corporates and listed entities.
Key skills, experience and contribution:
Chris is a Chartered Accountant and has provided key
support in the transition to the new leadership team.
He continues to improve the skills, experience and
capabilities of the Frasers Group Finance team. Chris is
a key driver of the Group’s accounting principles, namely
being conservative, consistent and simple.
Chris was instrumental in negotiating the recent renewal
of the Group’s combined term loan and revolving credit
facility during the financial year.
Cally Price
Non-Executive Workforce Director and Workers’
Representative
Appointed: 1 January 2019
Previous roles:
Cally began her career with Sports Direct as a casual
sales assistant in our Aberdare store in 2007.
Present roles: Company’s Workers’ Representative
Key skills, experience and contribution:
Cally has been with the Group for over 13 years,
commencing on the shop floor working as a casual
assistant. Cally continues to manage the Cardiff
Sports Direct store giving her a unique insight into the
challenges of the retail sector from those on the ground.
Richard Bottomley OBE
Senior Independent Non-Executive Director, Chair of
the Audit Committee
Appointed: 1 October 2018
Committees: Audit and Nomination Committees
Previous roles:
Richard has over 25 years’ experience working with listed
companies during his time as a senior partner at KPMG,
and continues to be a member of the Audit Committee
Institute. Until recently Richard was a Non-Executive
Director of Newcastle Building Society, where he chaired
the Audit Committee.
Present roles:
Richard is a Non-Executive Director of MSL Property
Care Services Ltd, Marsden Packaging Limited and
Jessgrove Limited.
Key skills, experience and contribution:
Richard has strong experience in corporate governance,
corporate finance and strategy. He has been influential
in the recruitment and appointment of a Head of
Internal Audit, ensuring that risks are properly assessed
and mitigated.
FRASERS GROUP PLC ANNUAL REPORT 2022
73

David Brayshaw
Independent Non-Executive Director, Chair of the
Remuneration Committee
Appointed: 8 December 2016
Committees: Audit, Nomination and Remuneration
Committees
Previous roles:
David is a very experienced senior investment and
commercial banker. He has over 30 years’ experience
with organisations such as Barclays Capital, HSBC,
Citigroup and Pilkington plc.
Key skills, experience and contribution:
David graduated from Oxford in 1975 with a Master
of Arts in Chemistry. He has spent a long career in
the field of corporate financing for a number of major
financial institutions and was also the Group Treasurer
of Pilkington plc. David spent 15 years of his career at
Barclays Capital, advising FTSE 350 companies on all
aspects of corporate, syndicated, and capital markets
funding, together with interest rate, foreign exchange
and balance sheet hedging. He has funded countless
public company acquisitions and still remains involved
in an advisory role with several corporates and banks in
a private capacity. He has a proven track record in the
finance and acquisitions sector, providing sound advice
in line with the Group’s Elevation strategy.
Nicola Frampton
Independent Non-Executive Director
Appointed: 1 October 2018
Committees: Audit and Remuneration Committees
Present roles:
Nicola has spent the majority of her recent career in
senior executive management roles and has recently
been appointed to a new senior executive role with
Domino’s Pizza Group, where she is Chief
Operations Officer.
Previous roles:
Prior to joining Domino’s Pizza Group, Nicola was the
Managing Director of William Hill’s UK Retail division
from April 2010, working closely with William Hill’s Board,
Executive Committee and operational management.
During her time at William Hill, Nicola led a number of
successful major innovation and transformation projects.
Before switching to an executive management career,
Nicola spent the previous ten years working in the
professional services industry, most recently as a Director
at Deloitte.
Key skills, experience and contribution:
Nicola has extensive experience in risk management,
assurance and corporate governance across a wide
range of industries, having specialised in these areas
of corporate activity at both William Hill and prior to
that whilst at Deloitte. The Board also benefits from
Nicola’s current and previous retail experience running
large, non-competing retail businesses. Nicola serves
as a Trustee Board member for a number of charities
and brings an informed perspective on corporate
responsibility to the Board.
FRASERS GROUP PLC ANNUAL REPORT 2022
74

NOMINATION COMMITTEE REPORT
Dear Shareholder
To meet the Group’s needs, the Nomination Committee
must ensure that the Board remains competent, diverse,
well balanced and equipped to deal with any present
or future issues which may arise. It is also important
that the Nomination Committee both supports and
challenges the decisions of the Executive Directors,
which includes reviewing the Group’s leadership and
making recommendations regarding the appointment
of new Directors and extending the term of office of
existing Directors.
Biographical details of each Committee member are
shown in the Board of Directors’ profiles on pages 72
to 74.
The Nomination Committee usually meets formally
twice a year, although additional meetings take place
when appropriate. The Committee formally met three
times during FY22, with meetings returning to physical
meetings following the end of Covid-19 restrictions.
All members of the Nomination Committee are
Non-Executive Directors and, with the exception of the
Chair, are considered to be independent.
The Responsibilities of the Nomination
Committee Include:
• reviewing the leadership needs of the Group, looking
at both Directors and senior management;
• reviewing the composition, structure and size of
the Board, and recommending adjustments to the
Board, having regard to diversity, skills, knowledge
and experience;
• reviewing the time the Non-Executive Directors are
required to spend discharging their duties;
• identifying and nominating, for the approval of the
Board, candidates to fill Board vacancies as and
when they arise;
• considering succession planning for Directors
and senior management, taking into account the
challenges and opportunities facing the Group and
the skills and expertise therefore needed on
the Board;
• formally documenting the appointment and
re-appointment of Directors;
• identifying potential candidates for senior posts, and
making recommendations to the Board; and
• considering the recommendations to shareholders
for re-electing the Directors, under the annual
re-election provisions of the 2018 UK Corporate
Governance Code.
A full list of the Committee’s responsibilities is set out in
its Terms of Reference which are available on the Group
Website: www.frasers.group.
What has the Committee Done During
the Year?
Board Nominations
• The Committee considered and recommended to
the Board the reappointment of Nicola Frampton
and Richard Bottomley.
• The Committee considered and recommended the
election or re-election of all Directors at the AGM,
following consideration of their effectiveness
and commitment.
Composition of the Board
The Committee has reviewed the Board’s composition
and we continue to look to add talented people to the
Board, who will bring appropriate skills and experience.
The Committee has begun work on preparing a skills
matrix that will identify key areas in which Board
members have experience in order to identify the areas
in which board knowledge could be strengthened. This
is being updated to take into account the skills that
Michael Murray brings to the Board. The results will be
used to influence future Board appointments. The Board
continues to have dialogue with external recruitment
agents, a number of which specialise in recruiting
diverse candidates.
Annual Performance Appraisals
All Board members, both Executive and Non-Executive,
went through an annual performance review during
FY22 and each Director engaged fully in the process.
This included setting objectives for each individual. I
led these appraisals, as Chair of the Board and the
Nomination Committee. This process will be repeated
annually. Richard Bottomley, Chair of the Audit
Committee and Senior Independent Non-executive
Director, led my performance appraisal and
objective setting.
The Directors will take into account any development
needs identified in their appraisals and will be
challenged on how they have taken action against these
objectives during their next annual appraisal.
The results of appraisals will be used to influence
Board appointments.
FRASERS GROUP PLC ANNUAL REPORT 2022
75

Diversity and Inclusion
At the period end the Board had two female Directors,
representing 29% of the Board. There is currently no
representation from ethnic minority backgrounds on the
Board. However, the Board is conscious of the targets set
by the FCA which apply for the FY23 financial year and
its reporting requirements in respect of this.
The Group’s objectives in relation to Board diversity and
inclusion are:
• To ensure that the Board has an appropriate mix of
skills, experience and knowledge, to ensure a variety
of perspectives are represented on the Board and
enable the Board to effectively oversee and support
the Group’s growth and management.
• To maintain Board representation from the workforce,
which brings the voice of colleagues into the
boardroom, supports our strategy of investing in our
people and enables the Board to effectively oversee
and support the Group’s growth and management.
• To increase female representation and
ethnic minority representation at both senior
management and Board level, in line with the FCA’s
recommendations.
The Group achieved its Diversity policy objective in
respect of gender and age, by having a strong gender
balance in senior management and their direct reports,
and a varied representation of ages in middle and senior
management. When reviewing candidates who may
become potential Board members, the Committee has
regard to factors including professional experience, skills,
education, gender, ethnicity and background, to ensure
a variety of perspectives are represented at Board
level. As discussed above, we have been working with
a recruitment agent specialising in diverse candidates.
The Board is conscious that to successfully deliver the
strategic goals of the business, our people, including the
Board of Directors must reflect the diverse cultures and
values of our customer base.
The Committee recognises the advantages of having
a diverse team and has therefore reviewed the
composition of the senior management team, including
their direct reports. A number of senior management
roles were held by women at period end, including the
Chief Marketing Officer, Head of Sustainability, Head of
Consumer Credit, Head of PR and Communications and
the UK Group Financial Controller.
The table below shows the gender diversity of our
workforce at the period end. Approximately 54% of
our workforce is female, including 36% of our senior
management (FY21: 35% UK workforce). We aim to
ensure that both male and female candidates are
provided with equal opportunities to apply for and work
in all positions across the Group.
Female Male
Directors
29% 71%
Other senior managers and
direct reports
36% 64%
Other employees
55% 45%
We were pleased that our most recent Gender Pay Gap
Report showed that we have maintained a 0% gender
pay gap.
Further details on diversity and inclusion are set out in
the Our People section.
David Daly
Chair of the Nomination Committee
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
76

DIRECTORS’ REMUNERATION
REPORT
Dear Shareholder,
As the Chair of the Remuneration Committee (the
Committee), I am pleased to present our Directors’
Remuneration Report for the period ended 24 April 2022.
This report is split into three parts: this Annual Statement,
a summary of our Directors’ Remuneration Policy for
FY22-FY25 and the Annual Report on Remuneration.
As a first item, the Remuneration Committee wishes
to thank our shareholders for the support which they
gave to the resolutions on remuneration matters at
our September 2021 AGM. Each of the three AGM
resolutions, which were to approve our revised
Directors’ Remuneration Policy, to approve our Directors’
Remuneration Report and to approve the establishment
of the Executive Share Scheme (‘ESS’) was approved by
shareholders at levels of voting which indicted strong
support from both our full shareholder base and also by
our independent shareholders who voted.
Board Changes
As shareholders will have seen, on 1 May 2022 Michael
Murray became our new Chief Executive Officer. Details
of Michael’s pay arrangements as our CEO (and which
are consistent with information already provided to
shareholders when this appointment was announced
in Summer 2021) are set out in this report. On 1 May
2022, Michael was formally granted an award under
the ESS, the terms of which had been communicated
to shareholders as part of the arrangements for the
approval of the ESS at our September 2021 AGM.
Mike Ashley remains on our Board as a director. Mike
receives no compensation for this role and he received
no compensation in relation to his stepping down
as Group CEO. On 20 September 2022 the Group
announced that Mike Ashley would not be standing for
re-election as a director at this year’s Annual General
Meeting (“AGM”) and that he will therefore step down
from the Board upon the conclusion of the AGM.
Actions Taken in FY22 and Impacts on Pay
Notwithstanding the several aspects of positive
Company performance in FY22, the Remuneration
Committee has not awarded an annual cash bonus for
the year to our CFO.
The Committee exercised what it regards as normal
commercial judgement in respect of Directors’
remuneration throughout the year (and in all cases in
line with the Company’s Directors’ Remuneration Policy).
There were no other exercises of judgement or discretion
by the Committee save as detailed in this report.
Operation of Remuneration Policy in FY23
It is the Committee’s intention to operate the
Remuneration Policy in FY23 consistent with how the
policy was operated in FY22.
• our Executive Directors’ salaries for FY23 are
unchanged (CEO: £1,000,000; CFO £250,000);
• in line with our shareholder approved Directors’
Remuneration Policy, our FY23 annual bonus for
our Executive Directors will be operated with a
maximum pay-out potential of 200% of base salary;
and
• there will be no further awards of LTIPs made
to the Executive Directors in FY23 (other than
implementation of the ESS awards for our CEO
which were approved at our FY21 AGM).
Format of the Report and Matters to be Approved at
Our 2022 AGM
At the FY22 AGM, shareholders will be asked to approve
the Directors’ Remuneration Report for FY22. This will be
the normal annual advisory vote.
I hope that our shareholders remain supportive of our
approach to executive pay at Frasers and vote in favour
of the resolutions on remuneration matters to be tabled
at the FY22 AGM.
David Brayshaw
Chair of the Remuneration Committee
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
77

Directors’ Remuneration Report
This report contains the material required to be set out
as the Directors’ Remuneration Report for the purposes
of Part 4 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013, which amended the Large and
Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 (the DRR Regulations).
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved by
shareholders at the 29 September 2021 AGM. The full
Remuneration Policy as approved by shareholders can
be found on pages 52 to 57 of the 2021 Annual Report, a
copy of which is also available on the Group’s corporate
website at https://www.frasers.group. for ease of
reference, we have set out below the Future Policy Table
for Executive Directors, as included in the approved
Directors’ Remuneration Policy.
FRASERS GROUP PLC ANNUAL REPORT 2022
78

Future Policy Table
The table below describes each of the elements of the remuneration package for the Executive Directors.
Element of
Remuneration
Purpose /
Link To Strategy
Operation Maximum Performance Measures
Changes To
Policy Approved
At The 2021 AGM
BASE SALARY Fixed element of the
remuneration package,
where the balance of fixed
and variable remuneration
is aligned to the commercial
strategy of long-term
profitable growth and
reflects the Company
remuneration philosophy
of gearing reward to
performance, with a sharing
of risk between Executive
Directors and shareholders.
Base salaries are normally
reviewed annually.
Mike Ashley does not
currently receive a salary for
his role.
Although salaries for
Executive Directors (other
than Mike Ashley, who
does not currently receive
a salary) are set at levels
below the amounts typically
paid by similar-sized
companies, the Committee
retains discretion to set
salaries at levels considered
appropriate for the business,
considering its size and
complexity.
Not applicable. No change.
BENEFITS With the exception of a
20% colleague discount
on products purchased
from the Group’s retail
stores, which is available
to Executive Directors
other than Mike Ashley,
no additional benefits
are generally available to
Executive Directors. The
same level of discount is
available to all colleagues.
The current Executive
Directors do not receive
any benefits other than the
colleague discount, which
is not available for Mike
Ashley.
Benefits may be provided
in line with market practice
to recruit a new Executive
Director taking into account
individual circumstances.
Such benefits may include
relocation expenses.
Although the Remuneration
Committee has not set an
absolute maximum level of
benefits Executive Directors
may receive, the Company
retains discretion to set
benefits at a level which the
Remuneration Committee
considers appropriate
against the market and
to support the on-going
strategy of the Company.
Not applicable. No change.
RETIREMENT
BENEFITS
Provide post-employment
benefits to recruit and retain
individuals of the calibre
required for
the business.
The Executive Directors are
entitled to participate in a
stakeholder pension scheme,
on the same basis as other
employees.
On request, this benefit
may be paid as a salary
supplement in lieu of
pension contribution,
as necessary.
The current maximum
employer contribution to the
stakeholder pension scheme
is 3%.
The Committee may
increase employer
contribution rates to
reflect changes in the
auto enrolment employer
contribution rates.
Not applicable. No change.
ANNUAL
BONUS
Rewards the Executive
Directors for performance
which supports the Group’s
strategy and performance
in role.
Executive Directors, other
than Mike Ashley, may earn
a bonus. Any bonus earned
in excess of 100% of salary
would be deferred into
shares for a period of two
years, unless the amount
to be deferred would be
less than £10,000. The
Committee also retains a
discretion not to operate
deferral in an exceptional
case and where salary paid
in the year was £250,000
or less.
Any bonus paid would be
subject to clawback for
a period of three years
following its determination,
in the event of gross
misconduct, material
misstatement of the
Company’s financial
statements or corporate
failure.
The maximum bonus that
an Executive Director may
earn shall be 200% of salary
in respect of any
financial year.
Any bonus opportunity shall
be assessed against one or
more metrics determined
by the Committee and
linked to the Company’s
strategy and/or the
performance of the
Executive Directors in role,
with the weighting between
the metrics determined
by the Committee, if
relevant. Bonuses will be
determined between 0%
and 100% of the maximum
opportunity, based on the
Committee’s assessment of
the applicable metrics.
The annual bonus plan is a
discretionary arrangement
and the Committee
retains a standard power
to apply its judgement
to adjust the outcome of
the annual bonus plan for
any performance measure
(from zero to any cap)
should it consider that to be
appropriate.
No change.
FRASERS GROUP PLC ANNUAL REPORT 2022
79

Element of
Remuneration
Purpose /
Link To Strategy
Operation Maximum Performance Measures
Changes To
Policy Approved
At The 2021 AGM
LONG-TERM
INCENTIVES
To motivate and incentivise
delivery of sustained
performance over the
long-term, and to promote
alignment with shareholders’
interests, the Company
intends to operate an
Executive Share Scheme.
Executive Directors, other
than Mike Ashley, may
receive awards under the
Executive Share Scheme.
Awards may be granted
as nominal cost options or
conditional share awards,
which vest to the extent the
performance conditions are
satisfied over a period of
four years.
The Committee shall have
discretion to reduce the
number of shares subject
to an award granted under
the Executive Share Scheme
by an amount equal to
the aggregate gross salary
received by a participant
during the performance
period.
Clawback and malus
provisions apply to awards
granted under the Executive
Share Scheme. Any
amounts received under the
Executive Share Scheme
may be subject to clawback
for a period of three years
following the end of the
performance period, in the
event of gross misconduct,
material misstatement of
the Company’s financial
statements, corporate failure
or reputational damage.
As is normal, the
Committee retains power
to settle awards in cash in
exceptional cases only.
For awards with a £15 share
price target, the maximum
opportunity for an Executive
Director will be an award
over 6,711,409 shares.
For awards with a £12 share
price target, the maximum
opportunity for an Executive
Director will be an award
over up to 600,000 shares.
Awards will vest subject
to an absolute share price
target of either £12 or £15.
The share price must be
over the target for any
period of 30 consecutive
dealing days during the
four-year performance
period.
The Committee may set
additional performance
conditions on awards under
the Executive Share Scheme,
as it considers appropriate.
For information: there are
two underpins applying
which relate to satisfactory
performance ratings for
each participant, and
anticipated delivery of our
Elevation strategy.
Introduction of the
Executive Share
Scheme, which is
our new long-term
incentive plan that
will reward our
senior executives
for achieving
sustained
performance over
the long term.
FRASERS GROUP PLC ANNUAL REPORT 2022
80

Service Contracts and Policy on Payments
for Loss of Office
The Company’s policy is for Executive Directors to be
employed on the terms of service contracts which may
be terminated by either the Company or the Executive
Director on the giving of not more than 12 months’
notice. All Directors are subject to annual re-election.
Executive Directors
Details of the current service contract for each Executive
Director are set out below:
Contract
Date
Unexpired Term
/ Notice Period
Governing
Law
Mike Ashley 11/02/2007 12 months*
England &
Wales
Michael Murray 20/09/2022 6 months
England &
Wales
Chris Wootton
06/03/2017 6 months England &
Wales
*The Company may terminate Mr Ashley’s service contract by giving six months’ notice if
he is unable to perform his duties for over 120 days in any consecutive 12 months.
Non-Executive Directors
The Non-Executive Directors enter into an agreement
with the Group for a period of three years, other than
the Chair whose agreement continues until terminated
in accordance with its terms. The appointments of
the Non-Executive Directors may be terminated
by either party on one month’s written notice and
in accordance with the Articles of Association of
the Company. Termination would be immediate in
certain circumstances (including the bankruptcy of the
Non-executive Director).
Non-Executive Directors (other than the Non-executive
Workforce Director) do not and are not entitled
to participate in any bonus or share scheme. The
Non-executive Workforce Director is entitled to
participate in employee bonus and share schemes for
employees, including all-employee schemes.
The approach to determining Non-Executive Directors’
pay is to benchmark ourselves against other companies/
retailers within the FTSE 250 with remuneration
ultimately a Board responsibility.
Non-Executive Directors are subject to confidentiality
undertakings without limitation in time. Non-Executive
Directors are not entitled to receive any compensation
on the termination of their appointment.
Details of the Non-Executive Directors’ letters of
appointment are set out below:
Position
Date of Letter
of Appointment
End Date of
Appointment
David Daly
Non-executive
Chair of the
Board
16 July 2020 1 October 2023
David Brayshaw
Non-executive
Director
23 April 2020
7 December
2022
Nicola
Frampton
Non-executive
Director
1 October 2018
30 September
2024
1
Richard
Bottomley
Non-executive
Director
1 October 2018
30 September
2024
1
Cally Price
Non-executive
Workforce
Director
6 October 2020 5 October 2022
(1) The original three year terms of appointment for Nicola Frampton and Richard
Bottomley have been extended for a further three years, subject to continuing
annual re-election at the AGM.
Copies of the service contracts of Executive Directors
and of the appointment letters of the Chair and
Non-Executive Directors are available for inspection at
the Company’s registered office during normal business
hours and at the AGM.
Engagement with Shareholders
The Committee consults major shareholders and
representative groups where appropriate concerning
remuneration matters. General representations have
been received from investors regarding overall FTSE
remuneration. The Committee has due regard to the
Investment Association principles, and is always happy
to receive feedback from shareholders. There have been
no changes to the Remuneration Policy or outcomes as
a result of shareholder engagement.
Colleague Reward
It is worth reminding shareholders that our UK
colleagues (excluding the Executive Directors) who
have participated in our share schemes have received,
subsequent to any IPO bonus payments, a total value of
£250m (FY21: £250m) of awards since their introduction.
In addition to share schemes, the Company operates
other bonus and incentive awards for its workforce. By
way of recent example, in FY22 the Group paid awards
and incentives of approximately £15.0m (FY21: £5.4m). A
significant proportion of these other bonus and incentive
awards was paid to our casual retail workers.
During FY21, the Company launched the Frasers
All-Employee Omnibus Plan (known as ‘Fearless 1000’)
following approval by shareholders at the 2020 AGM.
The Fearless 1000 plan is available to all eligible and
qualifying Fraser Group employees (except for the Chief
Executive, Chief Financial Officer, Chief Commercial
Officer and Chief Operating Officer) and is intended to
provide a significant one-off reward for employees if a
stretching share price growth target is achieved within a
five year period measured to October 2025.
FRASERS GROUP PLC ANNUAL REPORT 2022
81

There are two related but distinct parts to the Fearless
1000 plan as follows:
• share awards to those 1,000 eligible and qualifying
employees in the business who most demonstrate
outstanding service and performance consistent
with the Company’s values; and
• cash bonuses to eligible and qualifying employees
in the Company’s Group, to reward them for their
loyalty and hard work.
A similar incentive plan is also available for our
non-employee Group workers.
The Remuneration Committee remains committed to
transparent and simple remuneration for Executive
Directors, based upon reward for significant financial
and personal performance only. The Committee also
remains committed to appropriately rewarding our large
and loyal workforce.
Our Workforce-nominated Director, Cally Price engages
with colleagues through regular and multi-channel
communication mechanisms. This enables colleagues to
understand the strategy of the Company, the vital role
all colleagues play in contributing to the overall success
of the Group and how this is rewarded and to raise any
questions directly with a Board member. Cally has been
directly involved in the review of retail colleague pay
during FY22. The Committee has reviewed the salaries,
other remuneration and other employment conditions of
senior and middle managers throughout the Group and
has taken them into account in considering Directors’
salaries. The Committee has considered pay and
employment conditions of colleagues (other than the
Directors) and has aligned pension contributions and
colleague discounts of the Directors with employees.
Whilst the Company has not directly consulted with
employees on Directors’ remuneration, the views of
colleagues can be expressed by the Workforce Director.
Annual Report on Remuneration
This part of the Directors’ Remuneration Report sets
out the actual payments made by the Company to its
Directors with respect to the period ended 24 April 2022
and how our Directors’ Remuneration Policy will be
applied in the year commencing 25 April 2022.
Base Salary and Fees
Michael Murray’s salary will be £1,000,000 per annum,
with effect from the start of his employment on 1 May
2022. Chris Wootton’s salary will remain at £250,000 per
annum (no change from FY22).
Mike Ashley does not receive a salary for his role.
Fees for the Chair and Non-Executive Directors are
normally reviewed annually. In respect of fees for FY23,
David Daly will receive an annual fee of £200,000
(FY22: £150,000) for his role as Chair. Richard Bottomley
will receive £75,000 for his role as Senior Independent
Director (FY22: £65,000). David Brayshaw and Nicola
Frampton will each receive a fee of £65,000 (no change
from FY22) for their roles as Non-Executive Directors.
Cally Price will receive a fee of £15,000 (no change from
FY22) for her role as Non-executive Workforce Director.
Pension
The contribution rate for Michael Murray and Chris
Wootton will be 3% of salary, capped at £50,000 of
salary, being the maximum employer contribution rate
available under the Company stakeholder pension
scheme. No Director participates in a defined benefit
scheme (FY21: none).
Mike Ashley is not eligible to receive employer
contributions under the Company stakeholder
pension scheme.
Annual Bonus Scheme
Michael Murray and Chris Wootton will be eligible to
earn a bonus in respect of FY23. Any amount earned
shall be determined by reference to one or more
performance metrics determined by the Committee and
linked to the Company’s strategy and/or the Executive
Director’s performance in role. The Committee will
provide appropriate and relevant levels of retrospective
disclosure of the assessed criteria applied to the FY23
bonus. Any such bonus shall be of up to 200% of salary,
and any bonus earned in excess of 100% of salary may
be subject to deferral.
Mike Ashley shall not be eligible to earn a bonus in
respect of FY23.
FRASERS GROUP PLC ANNUAL REPORT 2022
82

Long-Term Incentives
Michael Murray and Chris Wootton are both eligible to participate in the new Executive Share Scheme (which was
approved by shareholders at the 2021 AGM). Chris Wootton received an award over 600,000 shares in FY22 and
Michael Murray received an award over 6,711,409 shares as soon as practical after he joined the Board in FY23.
Awards under the Executive Share Scheme are due to vest after a four-years performance period ending in October
2025, subject to a stretching absolute share price performance target (£15 for the proposed award to Michael Murray
and £12 for the award made to
Chris Wootton).
In addition to the share price performance measure, awards under the Executive Share Scheme will be granted subject
to two underpins requiring:
i. satisfactory performance ratings for the Executive Director during the term of the award; and
ii. anticipated delivery of the Company’s
Elevation strategy.
Mike Ashley is not eligible to be granted awards under the Executive Share Scheme.
Single Figure Table (Audited)
The aggregate remuneration provided to individuals who have served as Directors in the period ended 24 April 2022 is
set out below, along with the aggregate remuneration provided to individuals who have served as Directors during the
prior financial year.
Director
Salaries
and fees
Other
benefits
Bonus
Long-term
incentive
schemes
Pension
(1)
Total
Total fixed
remuneration
Total variable
remuneration
FY22 FY21 FY22 FY21 FY22 FY21 FY22 FY21 FY22 FY21 FY22 FY21 FY22 FY21 FY22 FY21
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Executive Directors
Mike Ashley
- - - - - - - - - - - - - - - -
Chris Wootton
250 150 - - - 100 - - 1 1 251 251 251 151 - 100
Non-Executive Directors
David Daly
150 100 - - - - - - - - 150 100 150 100 - -
David Brayshaw
65 50 - - - - - - - - 65 50 65 50 - -
Nicola Frampton
65 50 - - - - - - 1 1 66 51 66 51 - -
Richard Bottomley
65 50 - - - - - - - - 65 50 65 50 - -
Cally Price
15 15 - - - - - - - - 15 15 15 15 - -
Anouska Kapur
22 - - - - - - - - - 22 - 22 - - -
Total
632 415 - - - 100 - - 2 2 633 517 633 417 - 100
(1) Pensions are provided via a defined contribution to the Company stakeholder pension scheme (see note 38).
FRASERS GROUP PLC ANNUAL REPORT 2022
83

Further Information on the FY22 Annual
Bonus (Audited)
Chris Wootton received a bonus of £nil in respect of
FY22 (FY21: £100k).
Payments for Loss of Office and Payments
to Former Directors (Audited)
No payments for loss of office or payments to former
Directors were made in FY22 (FY21: nil).
Statement of Directors’ Shareholding and
Share Interests (Audited)
The beneficial interests of the Directors who served
during the year and of their connected persons, in
both cases at the beginning of the financial year, or at
the date of appointment if later, and at the end of the
financial year, or at the date of resignation if earlier, in
the share capital of the Company are shown below:
Ordinary
Shares held at
24 April 2022*
Ordinary
Shares held at
25 April 2021*
Mike Ashley
330,000,000 330,000,000
Chris Wootton
- -
David Daly
31,563 24,205
Nicola Frampton
5,732 5,732
David Brayshaw
31,611 31,611
Richard Bottomley
10,000 10,000
Cally Price
- -
Anouska Kapur
- -
*or if earlier the date of resignation
There has been no change to the interests reported
above between 24 April 2022 and 20 September 2022
(being the latest possible date for inclusion in the 2022
Annual Report). The Company did not receive any
notifications under DTR 5 between 24 April 2022 and 20
September 2022.
As at 24 April 2022 and the reporting date, Michael
Murray held an equity derivatives contract which is the
economic equivalent of the holding of 6,851,120 Frasers
Group Plc ordinary shares.
In addition, Executive Directors hold outstanding scheme
interests under the Executive Share Scheme as follows:
Executive
Director
(1)
Awards held
at 26 April
2021
Awards
granted
during the
year
(2)(3)
Awards
lapsed
during the
year
Awards held
at 24 April
2022
Chris
Wootton
- 600,000 - 600,000
(1) Mike Ashley is not eligible to participate in the Executive Share Scheme.
(2) Awards are granted in the form of a conditional share award.
(3) The award to Chris Wootton was granted on 14 October 2021 and has a face value
of £3.8m, based on a closing share price of 632 pence per share on the date
of grant.
Awards under the Executive Share Scheme are subject
to a stretching share price target measured over a four-
year performance period to October 2025. In the case of
the award to Chris Wootton, the share price target is £12
per share for 30 consecutive trading days. In addition,
each award is subject to underpins relating to:
i. achievement of satisfactory performance ratings for
each participant; and
ii. anticipated delivery of the Company’s Elevation
strategy.
FRASERS GROUP PLC ANNUAL REPORT 2022
84

Performance Graph and Table
The following graph shows the Company’s performance measured by total shareholder return compared with the
performance of the FTSE 100 and FTSE 250 Index (excluding investment trusts).
The Committee considered these as appropriate indices against which to compare the Company’s performance.
They are widely accepted as national measures and include the companies that investors are likely to consider as
alternative investments.
Total Chief Executive Remuneration and Performance-Related Pay
The table below shows details of the total remuneration and performance-related pay for the Company’s Chief
Executive over the last ten financial years.
Total remuneration
Long term incentive scheme vesting as a % of
maximum opportunity
FY22 - Mike Ashley
Nil N/A
FY21 - Mike Ashley
Nil N/A
FY20 - Mike Ashley
Nil N/A
FY19 - Mike Ashley
Nil N/A
FY18 - Mike Ashley
Nil N/A
FY17 - Mike Ashley
(1)
Nil N/A
FY17 - Dave Forsey
(2)
£62,500 N/A
FY16 - Dave Forsey
£150,000 N/A
FY15 - Dave Forsey
£150,000
(3)
0%
(3)
FY14 - Dave Forsey
£150,000 N/A
(1) Mike Ashley was appointed as Chief Executive with effect from 22 September 2016.
(2) Dave Forsey resigned with effect from 22 September 2016. His total remuneration is his remuneration earned
in the period from 25 April 2016 until the date his resignation took effect.
(3) The figures for FY15 reflect Dave Forsey’s decision on 6 June 2016 to forego an award over 1 million shares
which would otherwise have been due to vest on 6 September 2017.
FRASERS GROUP PLC ANNUAL REPORT 2022
85

Chief Executive to Employee Pay Ratio
In line with reporting requirements, the Company is required to disclose ratios which compare the total remuneration
of the Chief Executive to the remuneration of the 25th, 50th and 75th percentile of the Group’s UK employees. The
Company has not disclosed these ratios and associated supporting information on the basis that Mike Ashley who
was the CEO during FY22 is not remunerated by the Company.
Annual Percentage Change in Remuneration of Directors and Employees
The table below shows the percentage change in remuneration of the Directors and employees of the business
between FY21 and FY22 and between FY20 and FY21.
% Change From FY21 To FY22 % Change From FY20 To FY21
Salary or fees Benefits Bonus Salary or fees Benefits Bonus
Employees
(1)
23% 31% 1% (13%) (21%) 8%
Executive Directors
Mike Ashley
(2)
N/A N/A N/A N/A N/A N/A
Chris Wootton 67% 0% (100%) 70% 0% 100%
Non-Executive Directors
David Daly 50% N/A N/A 0% (100%) (100%)
Nicola Frampton 30% N/A N/A 0% 0% N/A
David Brayshaw 30% N/A N/A 0% (100%) N/A
Richard Bottomley 30% N/A N/A 0% (100%) N/A
Cally Price 0% N/A N/A 50% N/A N/A
(1) Employees is been based on total number of employees, the decreased between FY20 and FY21 is due to the impact of Covid-19.
(2) Mike Ashley receives no remuneration.
Disclosure for all Directors in addition to the CEO has
been added this year in line with the new requirements
under the EU Shareholder Rights Directive II and over
time a five-year comparison will be built up. Frasers
Group Plc does not have any employees and therefore a
subset of the Group’s employees has been used.
The table above shows how the percentage increase/
decrease in each Director’s salary/fees, taxable benefits
and annual incentive plan between 2021 and 2022
compares with the average percentage increase in
each of those components of pay for the UK-based
employees of the Group as a whole.
Relative Importance of Spend on Pay
The table below sets out the Group’s distributions to
shareholders by way of dividends and share buybacks,
investment (calculated as set out below) and total
Group-wide expenditure on pay for all colleagues (as
reported in the audited financial statements for FY22
and FY21) and the Company’s share price (calculated
as at the close of business on the last day of FY22
and FY21). We have included information on both
investment in the business in the year and share price
performance. These are indicative of actual shareholder
value being generated and the continuing steps being
taken to position the business for future generation of
shareholder value.
FY22 FY21
Percentage
Change
Distributions to
shareholders by
way of dividends
and share
buybacks
£193,200,000 - 100%
Investment* £504,200,000 £231,200,000 79.1%
Group-wide
expenditure on pay
for all employees
£532,900,000 £377,100,000 41.3%
Share price
(pence)**
690.0 515.5 33.9%
* Comprises of increases in working capital, acquisitions and capital expenditure in the
year (see Consolidated Cash Flow Statement and note 33: Cash inflow from operating
activities) as the Board believes these to be the most relevant measures of the Group’s
investment in future growth. FY21 has been restated as per note 33.
** for these purposes, the share price for FY22 and the share price for FY21 are calculated
at the close of business on 22 April 2022 and 23 April 2021 respectively, being the last
working days prior to the period ends.
FRASERS GROUP PLC ANNUAL REPORT 2022
86

Remuneration Committee
During FY22, the Remuneration Committee consisted
of David Brayshaw and Nicola Frampton, who are
considered independent and the Chair of the Board,
David Daly. The purpose of the Committee, as previously
outlined, is to assist the Board to ensure that Executive
Directors and senior executives receive appropriate
levels of pay and benefits.
Attendance at the meetings held during the year is
detailed on page 71.
The members of the Committee have no personal
financial interest, other than as shareholders, in the
matters to be decided, no actual or potential conflicts
of interest arising from other Directorships and no
day-to-day operational responsibility within
the Company.
Advisers to the Committee
Mike Ashley, the Chief Executive, and Chris Wootton,
the Chief Financial Officer, have advised or materially
assisted the Committee throughout FY22 when
requested. Executive Directors are not present during,
nor do they take part in, discussions in respect of matters
relating directly to their own remuneration.
FIT Remuneration Consultants LLP (‘FIT’) act as adviser
to the Committee. FIT is a founder member of the
Remuneration Consultants’ Group and adhere to its
code of conduct. Fees totalling £75,889 plus VAT have
been paid for its services during the year (FY21: £127,184
plus VAT) for the provision of advice to the Committee
on various aspects of remuneration including advice
on the Remuneration Policy and implementation of
incentive schemes. The Committee has reviewed the
quality of the advice provided and whether it properly
addressed the issues under consideration and is satisfied
that the advice received during the year was objective
and independent. FIT has no personal connection to the
Company or its Directors.
Total Remuneration
The Committee considers that the current remuneration
arrangements promote the long-term success of the
Company within an appropriate risk framework and are
suitably aligned to the Company’s objective of delivering
long term sustainable growth in total shareholder returns
given bonuses are discretionary.
Remuneration Principles
A key priority is to ensure that our Remuneration Policy
is aligned with strategy to achieve the long-term
success of the Group. The Committee ensures that
it complies with the requirements of regulatory and
governance bodies including, but not limited to, the UK
Corporate Governance Code, whilst meeting stakeholder,
shareholder and workforce expectations.
The Remuneration Committee and Board remain
committed to a fully transparent and simple
Remuneration Policy that is aligned with the interests
of all its shareholders. In the operations of the
Remuneration Committee, we reiterate our commitment
to the following key principles:
• Clarity: We provide open and transparent
disclosures regarding our executive remuneration.
• Simplicity: Our Remuneration Policy for our
Executive Directors is straightforward and
understood by both Directors and shareholders.
• Predictability: Most components of Director
remuneration are either fixed or subject to individual
caps set by reference to base salary. Through the
use of a share price measure under the Executive
Share Scheme, performance outcomes are
predictable and highly aligned to the experience of
our shareholders.
• Proportionality: Our Executive Director salaries are
amongst the lowest in the FTSE 250. Variable pay
awards are ‘at-risk’ and linked to delivery of our
strategy and long-term performance, to ensure that
poor performance is not rewarded.
• Risks and behaviours: We ensure that in our
operations we identify and mitigate reputational
risks arising from our remuneration arrangements
and behavioural risks related to incentive targets.
• Alignment to culture: Increases to pay and
bonuses are only awarded where the Executive
Director demonstrates high-level behaviours and
performance consistent with Company purpose,
values and strategy.
Responsibilities of the Committee
The Committee is responsible for:
• determining the Company’s policy on Executive
Director’s remuneration, including the design of
bonus schemes and targets, share schemes when
appropriate, together with payments under them;
• determining the level of remuneration of the Chair
and each of the Executive Directors;
• setting the remuneration for the first layer of
management below the Board level, including the
Company Secretary;
• monitoring the remuneration of senior management
and making recommendations in that respect;
• agreeing any compensation for loss of office of any
Executive Director; and
• ensuring that the Company’s Remuneration Policy
remains fit for purpose and takes note of any new
regulatory requirements.
FRASERS GROUP PLC ANNUAL REPORT 2022
87

What Has the Committee Done
During the Year?
• Put in place an Executive Share Scheme for the
CEO, CFO, COO (‘Chief Operating Officer’) and
CCO (‘Chief Commercial Officer’). This was voted on
by shareholders at the 2021 AGM and will reward
executives based on a stretching share price target
of £12 for all executives apart from the CEO and a
share price target of £15 for the CEO.
• Worked with senior leaders in the business to
explore long service awards for colleagues with five,
ten, and twenty years’ service.
• Reviewed the Fearless 1000 share scheme to spread
points more evenly around the business. Regional
managers now have 1,000 points (the same as
senior leaders) as they have a large amount of the
workforce reporting to them. The Committee is
satisfied that the points distribution in the Fearless
1000 is fairly split between head office, retail
and warehouse.
• Worked with HR to introduce exit interviews to
establish colleagues’ reasons for departure.
The Remuneration Committee meets several times a
year, with four formal meetings and a number of ad hoc
meetings held in FY22.
During the year, the Committee considered its
obligations under the UK Corporate Governance Code
and concluded that:
• the Directors’ Remuneration Policy supports the
Company’s strategy (including in the performance
measures chosen), considers other external
remuneration guidance/benchmarked against other
FTSE companies and pay ratios and worked as
intended in FY22; and
• taking into consideration Company performance
during FY22, remuneration for our Directors
remains appropriate.
Shareholder Voting
The following table sets out actual voting in respect of the resolution to approve the Directors’ Remuneration Report
for the period ended 25 April 2021 at the 2021 AGM and the resolution to approve the Directors’ Remuneration Policy
at the 2021 AGM.
Votes for % for
Votes
against
% against Total votes cast
Votes
withheld
Directors’ Remuneration Report for the period
ended 25 April 2021
391,676,959 86.27 62,315,356 13.73 453,992,315 14,649
Directors’ Remuneration Policy 385,510,465 84.92 68,480,849 15.08 453,991,314 15,650
David Brayshaw
Chair of the Remuneration Committee
on Behalf of the Board
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
88

AUDIT COMMITTEE REPORT
Dear Shareholder
I am pleased to present the report of the Audit
Committee (the Committee) for the 52-week period
ended 24 April 2022. The report sets out the Committee’s
work and areas of focus during the year, which has
continued to have the shadow of uncertainty cast by
Covid-19 and the emergence of new variants along with
supply chain risks and well-publicised macroeconomic
factors. The Committee has therefore focused on and
discussed the Group’s performance, and the impacts of,
and response to these external factors. Our performance
as a business has remained strong in these challenging
circumstances. It has been impressive to see the
continued strength and depth of experience across all
our business teams and their ability to withstand and
manage the significant risks that materialised.
We monitored the Group’s ongoing viability and going
concern positions, reviewing cashflow forecasts and
scenario modelling. We have kept the Group risk
profile and emerging risks under continued review and
had clear oversight of the activities of the executive
Compliance & Risk Group. We have also monitored the
Group’s response to opportunities and acquisitions, to
ensure we come through the period stronger and on
track to meet our strategic targets.
On behalf of the Board, the Committee monitors the
Group’s financial reporting processes and the integrity
of its financial statements and ensures high standards
of quality and effectiveness in the external audit
process. The Committee also reviews and monitors the
effectiveness of the Group’s systems of risk management
and internal control, governance and compliance.
We have built a strong and productive working
relationship with RSM UK Audit LLP (‘RSM’) since its
appointment in 2019 as our External Auditor and we
value the integrity, strength and depth of its audit
and approach.
We have continued to make strong progress against
our continuous improvement assurance agenda across
governance, risk and control. We have closely monitored
the Government’s audit and governance reform agenda
and await their response to this.
The Committee values the ongoing work of the Group’s
Internal Audit and Risk Team, Retail Support Unit and
Digital Risk teams and continues to seek assurance that
their work remains a strength in our Group.
Taking its responsibilities as a whole, the Committee is
satisfied that the going concern basis of accounting is
appropriate (see further detail at page 99) and that the
Group is viable over its assessment period (see page 63).
I would like to take the opportunity to thank all our
colleagues for their valuable commitment, contributions
and support towards our Group performance.
Membership
During the year, the Audit Committee comprised three
Non-Executive Directors, David Brayshaw, Nicola
Frampton and myself as Chair. Biographies of each
Committee member are set out in the Directors’ profiles
on pages 72 to 74 of this Annual Report.
As Chair of the Audit Committee and Senior
Independent Non-executive Director, I am satisfied
that the Committee’s membership includes Directors
with recent and relevant financial experience and
competence in accounting, risk management and
governance, and that the Committee as a whole has
competence relevant to the retail sector in which the
Group operates.
Meetings
The Committee met five times during the year, as
we have extended our agenda to accommodate our
assurance requirements. Non-Committee members
of the Board and the executive management team
attended Committee meetings at my invitation to
ensure the Committee is kept informed of important
developments in the business and the risk and control
environment. Attendance by members of the executive
management team also helps to reinforce a strong
culture of risk management within the business.
Non-Committee members do not participate in Audit
Committee decision making.
Our External Auditor attended all Committee meetings
during the year. The Committee meets privately with
the External Auditor at least annually. In my capacity as
Chair, I have regular meetings with the External Auditor
prior to each Committee meeting during the audit
planning process and as the audit progresses, to address
issues early and to avoid any surprises. I am also in
continuous contact with the Board Chair, Chief Executive,
Chief Financial Officer, External Audit Lead Partner and
our Head of Internal Audit & Risk Management, who has
an independent reporting line to me.
FRASERS GROUP PLC ANNUAL REPORT 2022
89

The Main Responsibilities of the
Audit Committee
The Committee’s main responsibilities, as delegated by
the Board, remained unchanged during the year and
are set out in the Committee’s Terms of Reference. These
include oversight, assessment and review of:
Financial Statements and Reporting:
• the integrity of the Group’s financial reporting as a
whole and any formal announcements relating to
the Group’s financial performance, including any
significant judgements contained in them; and
• the Group’s assessment of its going concern and
longer-term prospects and viability.
External Auditor
• the effectiveness of the external audit process
taking into consideration relevant UK professional
and regulatory requirements;
• developing and implementing policy on the supply
of non-audit services by the External Auditor and
approving any such work; and
• reviewing and monitoring the External Auditors’
independence and objectivity.
Risk Management and Internal Controls
• the effectiveness of the Group’s internal financial
controls, risk management and internal control
systems, including the monitoring and reviewing
the effectiveness of activities of the Internal Audit
function, and driving an agenda of continuous
improvement;
• identifying and assessing principal and emerging
risks and risk exposures; and
• the effectiveness of whistleblowing arrangements.
In addition, the Committee:
• supports the Board in discharging its responsibilities
for Corporate Governance Code compliance;
• advises the Board on the outcome of the external
audit and whether it considers the Annual Report
and Accounts, when taken as a whole, are fair,
balanced and understandable and provide
information necessary to shareholders to assess the
Group’s position and performance, business model
and strategy;
• makes recommendations to the Board on the
appointment, reappointment or removal of the
External Auditor;
• approves the External Auditor’s fees and terms
of engagement;
• maintains strong relationships with the Board,
executive management, the External Auditor and
Internal Audit, in the execution of their respective
responsibilities; and
• reports to the Board on how the Committee has
discharged its responsibilities during the year.
Activities During the Period
The Committee focused on a number of significant areas
of internal control (including financial, operational and
compliance controls). During the period, the Committee:
• reviewed the Group’s financial statements and
assessed whether suitable accounting policies have
been adopted and whether management has made
appropriate estimates and judgements;
• reviewed the detailed scenarios and assumptions
behind the going concern basis of accounting and
enhanced viability, including the worst
case scenario;
• assessed the effectiveness of the external audit
process and considered the reappointment of RSM
as the External Auditor for FY23;
• monitored the effectiveness of the Group’s risk
management and internal control systems and
received detailed reports and presentations on
principal risks management;
• received regular updates on ESG matters, including
TCFD requirements, climate-related risks
and opportunities;
• reviewed its Terms of Reference; and
• together with the Board, considered the
Committee’s own effectiveness.
FRASERS GROUP PLC ANNUAL REPORT 2022
90

Risk Management and Internal Controls
Information on our approach to risk management
and internal control is set out in the risk section of the
Strategic Report and the conclusion of our review is set
out on page 51. Our plans for continuous improvement
of our risk management and internal control systems
remained in place during the year and our Group
Internal Audit & Risk Management function has
reinforced our progress. The work of our Retail Support
Unit is central to the Group’s system of internal control.
The Unit provides internal assurance on the efficacy of
controls over our retail operational procedures
and systems.
In the year, the Committee focused on a number of
significant areas of internal control, including:
• climate risk and the Group’s environmental, social
and governance agenda, supporting Taskforce for
Climate-related Financial Disclosures reporting.
Further details can be found on page 40;
• key legislative and regulatory obligations, including
data protection and oversight of Government plans
for audit and governance reform - strengthening
controls over financial reporting;
• cyber risk and data loss prevention, including
strengthening of our information security capability;
• the enhancements made to IT general controls
(‘ITGC’), including a review of a critical business
database’s access to ensure that it was
proportionate to the needs of the business as well as
meeting the robust security standards required of a
critical database. The process is now being scaled
and aligned across all key systems to ensure access
is appropriate;
• updates on the governance policies review
and reporting;
• reviewing significant accounting judgements
and estimates;
• the valuation of assets and stock and the
calculation of associated provisions;
• the effectiveness of hedge accounting and the
management of foreign currency exposures;
• property and the systems in place to ensure
impairments are recognised on a timely basis;
• reviewing and communicating the Group’s
Whistleblowing policy, ensuring concerns can be
raised via telephone, via email to a dedicated
whistleblowing address or directly to the Company
Secretary or CFO;
• HR review of control processes for managing
starters, movers and leavers;
• business continuity, IT disaster recovery and incident
response; and
• the Group’s banking arrangements.
Audit Quality
The Committee received comprehensive updates from
RSM and the business in response to outlined reform
proposals in the current Government consultation:
restoring trust in audit and corporate governance.
Building on the three significant reviews in the last
couple of years -the Competition and Markets Authority
(CMA) Market Study, the Kingman Review and the
Brydon Review - the UK audit sector, the audit profession,
audit regulation, and the quality of the audit product,
have never been under greater scrutiny.
The Committee will continue to oversee the development
of plans for compliance readiness in response to the
current BEIS consultation and we look forward to
Government’s decision in due course. The Group has
responded to the Government consultation.
FRASERS GROUP PLC ANNUAL REPORT 2022
91

External Auditor
The Committee was pleased to recommend the
reappointment of RSM as External Auditor for FY22
following a robust external audit review of FY21. The
length of tenure of RSM as external auditors is
three years.
RSM has reported to the Committee that, in its
professional judgement, it is independent within the
meaning of regulatory and professional requirements
and the objectivity of the audit engagement partner
and audit staff is not impaired. The Audit Committee
has assessed the independence of the auditor and
concurs with this statement.
The Committee evaluates the effectiveness of the
external audit process on an ongoing basis and makes
recommendations annually to the Board on the External
Auditor’s reappointment. The External Auditor is then
proposed for reappointment (as applicable) each year
at the AGM.
In making its recommendations to the Board, the
Committee considers a number of factors relating to
the level of service provided by the External Auditor, the
quality of its work and its independence. These include:
• the quality and scope of the planning of the external
audit, including the External Auditor’s assessment of
risks and how it intends to evolve the audit plan to
respond to changes in the business;
• the quality and timeliness of the External Auditor’s
reports to the Committee and the Board during
the year;
• the level of understanding that the External Auditor
has demonstrated in relation to the Group’s
businesses and the retail sector;
• the objectivity of the External Auditor’s view on any
deficiencies in internal control which came to its
attention during the course of its audit work, and the
robustness of challenge and its findings on areas
which require management judgement;
• the contents of any external reports or regulatory
statements published in respect of the External
Auditor; and
• the nature and scope of non-audit services provided
by the External Auditor and the level of fees charged
for these services.
We have a stringent policy and approval process in
place in respect of non-audit services and our view
is to keep this type of engagement minimal unless in
exceptional but reasonable circumstances, and in line
with Group policy. No non-audit services have been
provided by the External Auditor in the financial year
(other than agreed upon procedures in relation to the
interim financial statements).
Opinion on the Annual Report
and Accounts
The Board has asked the Committee to advise it on
whether the Annual Report and Accounts, taken as
a whole, are fair, balanced and understandable and
provide the information necessary for shareholders
to assess the Group’s position, performance, business
model and strategy.
The Committee has reviewed the process for
preparing this Annual Report in order to assess
whether other information contained in it is
consistent with the Group’s financial statements for
the 52 weeks ended 24 April 2022. This process has
included the following key elements:
• reviewing new regulations and reporting
requirements with external advisers to identify
additional information and disclosures that may
be appropriate;
• preparing a detailed timetable and allocation of
drafting responsibility to relevant internal teams with
review by an appropriate senior manager;
• providing an explanation of the requirement for the
Annual Report and Accounts, taken as a whole, to
be fair, balanced and understandable, to those with
drafting responsibility;
• monitoring the integrity of the financial statements
and other information provided to shareholders
to ensure they represent a clear and accurate
assessment of the Group’s financial position
and performance;
• reviewing significant financial reporting issues and
judgements contained in the financial statements;
• review of all sections of the Annual Report by
relevant external advisers;
• review by the senior manager working group
responsible for the Annual Report process; and
• overall review of the contents of the Annual Report
and Financial Statements for the period under review.
The Committee has advised the Board that it considers
the Annual Report and Financial Statements for the
period ended 24 April 2022, when taken as a whole, to
be fair, balanced and understandable and that they
provide the necessary information to assess the Group’s
position, performance, business model and strategy.
FRASERS GROUP PLC ANNUAL REPORT 2022
92

Significant Financial Reporting Issues
The Committee has considered the following areas of significance during the period and held discussions with
management and the External Auditor in reviewing these matters. The Committee is satisfied with how each of these
matters has been discussed and addressed.
Going concern and viability The Audit Committee has held extensive talks with management on going concern and viability, and the Committee as a
whole has reviewed and challenged management analysis and assumptions used in both these assessments. This includes
reviewing cash flow forecasts, sensitivity analysis, finance facilities and future funding plans. We considered areas of ongoing
uncertainty in respect of Brexit, supply chain issues, cost of living and the broader economic downturn.
The Group has successfully refinanced a combined term loan and revolving credit facility (RCF) which currently totals £980m
for a period of three years with the possibility to extend for a further 2 years.
On this basis, the Committee is satisfied that the going concern basis of accounting is appropriate and the Group is viable
over its assessment period. Further information is included within the Viability Statement and the Directors’ Report.
Inventory The Committee has considered the work performed on inventory valuation and provisioning and has reviewed
management’s methodology.
The Committee is satisfied the approach is consistent with the prior periods and takes account of any related supply chain
and macroeconomic risks.
The Committee is satisfied with the approach taken on inventory valuation and provisioning for Studio Retail, due to the
specific risks associated with inventory within that business.
Impairment of right-of-use
assets; property, plant
& equipment; freehold
property and related
property provisions
The Committee reviewed and challenged management’s impairment testing, including the key assumptions and
methodologies used. The projected cash flows, discount rates and third-party valuations used in the evaluation were
considered appropriate, within the context of the changes in consumer behaviour and economic uncertainties.
Forward currency contracts The Committee reviewed and discussed with management the valuation methodology used and accounting treatment
applied to derivative contracts. The Committee also review delegated authorities in place for the execution of such
transactions and is satisfied these are appropriate.
Accounting for investments
and associates
Investments: the Committee considered management’s work on presentation and classification risk, in respect of investment
shareholdings in excess of 20%. This work involves management judgement on whether or not the Group has significant
influence over these entities. The Committee discussed with management and reviewed its representations in determining
significant influence.
Associates: the Committee also considered management’s work on presentation and classification risk in relation to
associates. The Committee has similarly discussed with management and reviewed its representations in determining
whether the Group has control over its associates.
Related parties The Committee has evaluated the appropriateness of related-party disclosures through discussions with management and
review of papers outlining the valuation of the loan to Four Holdings Limited and the FY22 payments in respect of MM Prop
Consultancy Limited and M.P.M Elevation Limited. The Committee is satisfied that the disclosures, payment and approach
are appropriate.
Legal and other provisions
and accruals
The Committee has reviewed and discussed with management its judgements and determinations in respect of legal
provisioning and accrual for tax-related matters at the period end. Given the inherent levels of uncertainty and estimation in
these areas, the Committee has carefully considered and challenged management’s conclusions and reviewed independent
third-party reports where available. As a result, the Committee is satisfied that the valuation of amounts recognised within
legal and other provisions are appropriate.
Impairment allowance on
trade receivables (Studio
Retail Ltd)
The Committee challenged managements judgements and estimates on provisioning levels. The Committee is satisfied the
underlying approach is consistent with Studio Retail’s prior periods and has been adequately updated to take into account
related supply chain and macroeconomic risks. Furthermore, the committee is satisfied with the approach for the post model
economic overlay.
Business combination
accounting
The Committee reviewed the work performed by management in respect of the acquisition of Studio Retail Limited,
specifically, in relation to the valuation of net assets at the date of acquisition, accounting for the defined benefit pension
scheme, fair value of intangibles and the fair value of the credit purchased impaired assets. The Committee is satisfied
that the acquisition and presentation of Studio Retail Limited represents a true and fair view and that the date of control,
estimates and judgements used by management are appropriate.
FRASERS GROUP PLC ANNUAL REPORT 2022
93

Review of the Committee’s Effectiveness
The Committee has improved its governance and annual
planning cycle in the year and will continue to build on
this in FY23. I monitor and assess the effectiveness of
the Committee regularly as Chair and invite input from
the External Auditor on this.
Key Objectives for FY23
The Committee’s key objectives for FY23 are to:
• oversee the development of plans in response to the
Government’s reform proposals: restoring trust in
audit and corporate governance;
• monitor continuous improvement of the Group’s
systems of risk management and internal control;
• maintain a strong relationship with our External
Auditor and engagement on the delivery of a robust,
efficient and effective external audit; and
• strengthen assurance activity across the Group
based on the three lines model, (accountability,
actions, assurance).
Richard Bottomley
Chair of the Audit Committee and Senior Independent
Non-Executive Director
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
94

DIRECTORS’ REPORT
The Directors of Frasers Group Plc present their Annual
Report and Accounts for the period ended 24 April 2022.
The Group’s Corporate Governance Statement is set out
on page 65 and forms part of the Directors’ Report.
Principal Activities and Business Review
The Chief Executive’s Report and Business Review on
page 18 provides a detailed review of the Group’s
current activities and potential future developments,
together with matters likely to affect future development,
performance and conditions. Principal risks and
uncertainties likely to affect the Group are set out on
page 50. The financial position of the Group, its cash
flow, liquidity position and borrowing facilities are
described in the Financial Review on page 28. The
Strategic Report on page 10 covers environmental
matters, including the impact of the Group’s businesses
on the environment, the Group’s workforce, and on
community engagement.
The principal activities of the Group during the
period were:
• retailing of sports and leisure clothing, footwear and
equipment, premium and luxury apparel;
• retailing through department stores, shops
and online;
• wholesale distribution and sale of sports and leisure
clothing, footwear and equipment, premium and
luxury apparel;
• production of apparel under Group-owned or
licensed brands; and
• licensing of Group Brands.
Frasers Group Plc, through various subsidiaries, has
established branches in a number of different countries
in which the business operates.
Further information on the Group’s principal activities
is set out at the front of this report and in the Chief
Executive’s Report and Business Review on page 18.
Results for the Period and Dividends
Revenue for the 52 weeks ended 24 April 2022 was
£4,805.3m and profit before tax was £335.6m compared
with £3,625.3m and £8.5m in the prior period. The
trading results for the period and the Group’s financial
position as at the end of the year are shown in the
attached financial statements and discussed further in
the Chief Executive’s Report and Business Review and in
the Financial Review on pages 18 and 28 respectively.
The Board has decided not to propose a dividend in
relation to FY22 (FY21: nil). The Board remains of the
opinion that it is in the best interests of the Group and its
shareholders to preserve financial flexibility, facilitating
future investments and other growth opportunities.
Share Capital and Control
As at 20 September 2022, there are 640,602,369 ordinary
shares of 10p in issue and fully paid, of which 163,124,612
were held in treasury. As at the period end there were
151,240,174 ordinary shares held in treasury.
Further information regarding the Group’s issued share
capital can be found in note 25. Details of our share
schemes are also set out in note 25.
There are no specific restrictions on the transfer of shares,
which are governed both by the general provisions of
the Articles of Association and prevailing legislation.
The Directors are not aware of any agreements between
holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights.
Authority to Issue Shares
The Directors were authorised to allot shares in the
capital of the Group up to an aggregate nominal
amount of £17,068,843 (being approx. one third of the
then issued share capital) for the period expiring at the
end of the 2022 AGM.
In line with guidance from the Association of British
Insurers, the Company was also granted authority to
issue a further third of the issued share capital to a total
nominal amount of £34,137,686, in connection with a
rights issue.
An authority to allot shares up to a maximum nominal
value of £2,560,326 (being approx. 5% of the then issued
share capital) as if statutory pre-emption rights did not
apply, was also approved. In addition, the Directors were
granted a further authority to allot up to a maximum
nominal value of £2,560,326 (being approx. 5% of the
then issued capital) as if statutory pre-emption rights
did not apply when such allotment was for the purposes
of financing (or refinancing, if the power is used within
six months of the original transaction) a transaction
which the Board determined to be an acquisition or
other capital investment of a kind contemplated by
the Pre-emption Group’s Statement of Principles on
disapplying pre-emption rights.
FRASERS GROUP PLC ANNUAL REPORT 2022
95

The Group was authorised to make market purchase of
ordinary shares of 10p each in the Company of up to a
maximum aggregate number of 76,758,587, representing
14.99% of the Company’s issued ordinary share capital
at the 2021 AGM. The above authority expires at the
close of the next AGM of the Company.
Whilst authorities expire at the close of the next AGM
of the Company, a contract to allot shares under these
authorities may be made prior to the expiry of the
authority and concluded in whole or part after the AGM,
and at that meeting other authorities will be sought
from shareholders.
Share Buybacks
During the period to 24 April 2022 the Company
purchased 29,979,999 under the Share buyback
programmes that commenced on 4 May 2021, 6 August
2021, 4 October 2021, 13 December 2021 and 1 April 2022.
The nominal value of the shares purchased was 10p for a
consideration of £193.2m. Up to 20 September 2022 the
Company has purchased 11,884,438 additional shares
with a nominal value of 10p for consideration of £79.9m.
No shares have been disposed of by the Company to
this date. The purpose of the Programme is to reduce
the share capital of the Company.
Shareholders
No shareholder enjoys any special control rights, and,
except as set out below, there are no restrictions in the
transfer of shares or of voting rights.
As a controlling shareholder Mike Ashley has entered
into a written and legally binding Relationship
Agreement with the Company. This agreement
ensures that the controlling shareholder complies with
the independence provisions set out in Listing Rule
6.5.4. Under the terms of the Agreement, Mike Ashley
undertook that, for so long as he is entitled to exercise,
or to control the exercise of, 15% or more of the rights
to vote at general meetings of the Company, he will:
conduct all transactions and relationships with any
member of the Group on arm’s length terms and on a
normal commercial basis; exercise his voting rights or
other rights in support of the Company being managed
in accordance with the Listing Rules and the principles
of good governance set out in the 2018 UK Corporate
Governance Code and not exercise any of his voting or
other rights and powers to procure any amendment to
the Articles of Association of the Company; and other
than through his interest in the Company, not have any
interest in any business which sells sports apparel and
equipment, subject to certain rights, after notification
to the Company, to acquire any such interest of less
than 20% of the business concerned, and certain other
limited exceptions, without receiving the prior approval
of the Non-Executive Directors; and not solicit for
employment or employ any senior employee of
the Company.
The Company has complied with this Agreement’s
independence provisions during the period and, as far as
the Company is aware, the controlling shareholder and
his associates have also complied with them.
As at 24 April 2022, the Company had been advised
that the following parties had an interest in 3% or more
of the issued share capital of the Company pursuant
to Rule 5 of the Disclosure Guidance and Transparency
Rules (‘DTR’);
Number of
shares held
Percentage
of issued
Ordinary
share capital
with voting
rights held
Nature of
holding
Mike Ashley
(1)
330,000,000 67.0% Indirect
Phoenix Asset
Management
Partners Limited
(2)
35,727,677 7.0% Direct
Odey Asset
Management LLP
(3)
28,694,940 5.3% Direct
(1) Mike Ashley held the shares through two companies, namely MASH Beta Limited
and MASH Holdings Limited, which held 303,507,460 ordinary shares (61.65% of
the issued ordinary share capital of the Company) and 26,492,540 ordinary shares
(5.38% of the issued ordinary share capital of the Company) respectively.
(2) These figures are as at 06 October 2021 being the last date on which the
Company was notified of a change in the percentage of shares.
(3) These figures are as at 14 December 2018, being the last date on which the
Company was notified of a change in the percentage of shares
Between 25 April 2022 and 20 September 2022 (being
the latest practicable date prior to the publication of
this Report) Mike Ashley’s shareholding increased to
69% held via MASH Beta Limited and MASH Holdings
Limited, which hold 303,507,460 ordinary shares (63.46%
of the issued ordinary share capital of the Company)
and 26,492,540 ordinary shares (5.54% of the issued
ordinary share capital of the Company) respectively.
There have been no other notification of changes in the
interest held by the above parties.
FRASERS GROUP PLC ANNUAL REPORT 2022
96

ADR Programmes
We are aware of unsponsored American Depository
Receipt (ADR) programmes established from time to
time in respect of our shares. We have not sponsored or
authorised their creation and any questions should be
directed to the relevant depository.
Frasers Group has not and does not intend to offer or
sell its ordinary shares or other securities (in the form
of ADR or otherwise) to the general public in the United
States nor has it listed or intend to list its Ordinary
Shares or other securities on any national securities
exchange in the United States or to encourage the
trading of its Ordinary Shares on any over-the-counter
market located in the United States. The Group does
not make arrangements to permit the voting of ordinary
shares held in the form of ADRs and its publication of
periodic financial and other information is not intended
to facilitate the operation of any unsponsored ADR
programme under Rule 12g 3-2(b) of U.S. Securities
Exchange Act of 1934, as amended or otherwise.
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a general meeting of
shareholders. The articles were last amended at the 2021
AGM. Subject to applicable laws and the Company’s
Articles of Association, the Directors may exercise all
powers of the Company.
Takeovers
The Directors do not believe that there are any
significant contracts that may change in the event of a
successful takeover of the Company.
Share Schemes
Details of the Executive share scheme are set out in
the Directors’ Remuneration Report on page 77. The
Fearless 1000 share scheme remains in place and is due
to benefit colleagues in 2025, should the parameters of
that scheme be met.
Colleague Involvement
The Group currently has approx. 30,000 colleagues in its
stores, offices and warehouses.
The workforce is notified of announcements and major
changes in the business via Company emails, SLACK,
social media and our intranet, as well as information
being communicated through line managers. The
Company has elected a Workers’ Representative, Cally
Price, who attends all Board meetings and provides
feedback from employees to the Board. The Company
also has the ‘Your Company, Your Voice’ scheme
which enables colleagues to raise issues of concern
via suggestion boxes. The contributions are read by
senior management and the Workers’ Representative,
who provides the Board with an overview and replies
to colleagues as appropriate. A selection of questions
received, and answers given by management, are
displayed in communal areas for colleagues.
The Group has invested heavily in a new e-learning
platform that provides colleagues with access to
courses and opportunities to keep up to date with the
latest developments of the Group as well as personal
development opportunities. Our new Leadership
Academy also invests in colleagues who wish to
grow within the business and provides them with the
opportunity to shape the polices and future direction of
the business.
Our retail conferences offer attendees an opportunity
to celebrate their successes, receive updates on how
the Group’s strategy is progressing, and for them to
judge how the Group is performing via the ‘Confident or
Concerned’ questionnaire.
Our monthly nominations for ‘Frasers Champion’
provides colleagues with the opportunity to individually
recognise and reward the hard work of their fellow
colleagues. Winners of the monthly champion awards
win an additional month’s salary as well as 10 points
under the Fearless 1000 bonus scheme. A total of 98
colleagues were ‘Frasers Champions’ in the year.
There are various colleague incentives available to
our retail colleagues. These incentives include our 5
Star Commission Scheme, Turnover Bonus, PBT Bonus,
Stocktake Bonus and other commission schemes. These
schemes vary between fascias.
Further information on relationships with our people and
the principal decisions taken by the Group during the
period having regard to colleague involvement can be
found in the Directors’ Report on page 97 and page 13 of
the Our People section.
Diversity and Equal Opportunities
The Group’s recruitment policy is to match the
capabilities and talents of each applicant to the
appropriate job. Factors such as gender, race, religion or
belief, sexual orientation, age, disability or ethnic origin
are ignored, and decisions are made with regard to
candidates irrespective of these factors. Discrimination
in any form is not tolerated within the Group.
Applications for employment by persons with any
disability are given full and fair consideration for all
vacancies and are assessed in accordance with their
particular skills and abilities.
The Group endeavours to meet its responsibilities
towards the training and employment of disabled
people, and to ensure that training, career development
and promotion opportunities are available to all.
The Group makes every effort to provide continuity
of employment when our people become disabled.
Attempts are made in every circumstance to provide
FRASERS GROUP PLC ANNUAL REPORT 2022
97

employment, whether this involves adapting the current
job role and remaining in the same job, or moving
to a more appropriate role. Job retraining and job
adaptation are just two examples of how the Group
works in the interests of its workforce to promote equal
opportunities, in order that an individual’s employment
within the Group may continue. The Group values the
knowledge and expertise that our people have gained
throughout their time with us, and therefore does not
wish to lose valued colleagues.
Further information on our approach to diversity can be
found in the Strategic Report on page 34.
Business Relationships
Details of our relationships with business partners are
detailed in our S.172 statement, within the
Strategic Report.
Research and Development
The Group designs some clothing and footwear for our
in-house brands for sale in stores. The Group is currently
investing in research that will enable us to produce more
sustainable products and processes that will help us
meet our ESG targets.
External brands are purchased from third-party suppliers,
although we do work with them to agree on the specific
pieces which we sell in-store.
Charitable and Political Donations
During the year, the Group made charitable donations
of £6.6k (2021: £3k) in the UK. The Group also made
donations in kind such as clothing, sleeping bags and
sports equipment to various organisations and charities.
No political donations were made (2021: nil). Further
information on our charitable donations and community
initiatives can be found in our ESG report.
Directors
Details of current Directors, dates of appointment,
their roles, responsibilities and significant external
commitments are set out on page 72. The membership
of the Board of Directors has largely remained the
same throughout FY22 with the exception that Anouska
Kapour who was appointed on 29 September 2021,
subsequently resigned on 21 December 2021 due to
a conflict that arose during her tenure, and Michael
Murray was appointed to the Board on 1 May 2022.
Although the Company’s Articles of Association require
retirement by rotation of one third of Directors each
year, the Group complies with the 2018 UK Corporate
Governance Code and at each AGM all of the Directors
will retire and stand for reappointment.
Information on service contracts and details of the
interests of the Directors and their persons closely
associated in the share capital of the Company at 24
April 2022, and at the date of this Report, are shown in
the Directors’ Remuneration Report on page 77.
Copies of the service contracts of Executive Directors
and of the appointment letters of the Chair and
Non-Executive Directors are available for inspection at
the Company’s registered office during normal business
hours and at the AGM.
No Director has a directorship in common or other
significant links with any other Director.
Director appointments are governed by the Companies
Act 2006, the 2018 UK Corporate Governance Code and
the Group’s Articles of Association.
The Directors confirm that:
• so far as each Director is aware, there is no relevant
audit information of which the Company’s auditor is
unaware; and
• the Directors have taken all steps that they ought
to have taken to make themselves aware of any
relevant audit information and to establish that the
auditor is aware of that information.
Directors’ Conflicts of Interest
The Board has formal procedures to deal with Directors’
conflicts of interest. The appointment letters of
Non-Executive Directors state that they agree to consult
with the Chair prior to accepting any directorships
in publicly quoted companies or any major external
appointments. Also, if any Non-executive Director
becomes aware of any potential conflict of interest, the
Chair and Company Secretary must be notified as soon
as possible.
During the period, the Chair and the Company Secretary
were made aware of an arising conflict of interest in
relation to Anouska Kapur as a Director. As a result of
this conflict, Anouska elected to stand down from her
role. No other conflicts or additional appointments for
other Non-Executive Directors became apparent.
The independence of Non-Executive Directors is
reviewed by the Board annually. All Directors complete
an annual questionnaire to record any potential conflicts
of interest. No conflicts were disclosed for the FY22
questionnaire.
The Company has entered into a Relationship
Agreement with Mike Ashley, whose wholly-owned
companies, MASH Holdings Limited and MASH Beta
Limited, currently hold approx. 5.54% and 61.65%
respectively of the issued share capital of the Company
(excluding treasury shares) as at 24 April 2022. This
agreement is described in the Directors’ Report on
page 95.
FRASERS GROUP PLC ANNUAL REPORT 2022
98

Directors’ Indemnities
The Group has qualifying third-party indemnity
provisions within the meaning given to the term by s234
and s235 of the Companies Act 2006 for the Directors.
This is in respect of any potential exposure of liability in
their capacity as a Director of the Company and of any
company within the Group. Such indemnities were in
force throughout the financial period and will remain
in force.
Sports Direct Employee Benefit Trust
We note that the Trustees of the Sports Direct Employee
Benefit Trust have waived their right to receive dividends
on the ordinary shares comprised in the trust fund. No
dividends were paid by the Company for the period
ended 24 April 2022 nor for the period ended
25 April 2021.
Disclosures Required Under UK Listing
Rule 9.8.4
The information required by Listing Rule 9.8.4 is set out in
the table below:
Applicable sub-paragraph within
LR 9.8.4
Disclosure provided
(1) Interest capitalised by the Group
N/A
(2) Publication of unaudited financial
information
N/A
(3) Requirement deleted from the
Listing Rules
-
(4) Details of long-term incentive
schemes only involving a Director
N/A
(5) Waiver of emoluments by
a Director
N/A
(6) Waiver of future emoluments by
a Director
N/A
(7) Non pro-rata allotments for cash
(issuer)
N/A
(8) Non pro-rata allotments for cash
(major subsidiaries)
N/A
(9) Parent participation in a placing
by a listed subsidiary
N/A
(10) Contracts of significance
N/A
(11) Provision of services by a
controlling shareholder
page 81
(12) Shareholder waivers of dividends
page 95
(13) Shareholder waivers of
future dividends
N/A
(14) Agreements with controlling
shareholders
page 96
Annual General Meeting
Details on the date, time and format of the AGM will
follow shortly after the finalisation of this Annual Report
and Accounts. Information will be easily accessible on
the Group’s website.
Going Concern
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Chief Executive’s Report and
Business Review.
The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described
in the Financial Review. In addition, the financial
statements include the Group’s objectives, policies
and processes for managing its capital, its financial
risk management objectives, details of its financial
instruments and hedging activities, and its exposures to
credit risk and liquidity risk.
The Group is profitable, highly cash generative and
has considerable financial resources. The Group is able
to operate within its banking facilities and covenants,
which run until November 2024 with a two-year option
to extend, and is well placed to take advantage of
strategic opportunities as they arise. As a consequence,
the Directors believe that the Group is well placed
to manage its business risks successfully despite the
continued uncertain economic outlook.
Management has assessed the level of trading and has
forecast and projected a conservative base case and
also a number of even more conservative scenarios,
including taking into account the Group’s open positions
in relation to Hugo Boss options. These forecasts and
projections show that the Group will be able to operate
within the level of the current facility and its covenant
requirements (being interest cover and net debt to
EBITDA ratios). Management also has a number of
mitigating actions which could be taken if required
such as putting on hold discretionary spend, liquidating
certain assets on the balance sheet and paying down
the revolving credit facility. See the Viability Statement
for further details.
Having thoroughly reviewed the performance of the
Group and Parent Company and having made suitable
enquiries, the Directors are confident that the Group and
Parent Company have adequate resources to remain in
operational existence for the foreseeable future, which
is at least 12 months from the date of these financial
statements. Trading would need to fall significantly
below levels observed during the pandemic to require
mitigating actions or a relaxation of covenants.
FRASERS GROUP PLC ANNUAL REPORT 2022
99

Furthermore, as per the outlook statement, the
Directors are confident of achieving an Adjusted
PBT of between £450m to £500m during FY23. On
this basis, the Directors continue to adopt the going
concern basis for the preparation of the Annual
Report and Financial statements.
Accountability and Audit
A statement by the External Auditor can be found on
page 102, detailing its reporting responsibilities. The
Directors fulfil their responsibilities, and these are set out
in the Directors’ Responsibilities Statement on page 101.
Auditor
RSM UK Audit LLP will be proposed for reappointment
at the AGM. In accordance with s.489(4) of the
Companies Act 2006, resolutions to determine
remuneration are to be agreed at the AGM.
Post Balance Sheet Events
See note 37 to the Financial Statements.
Future Developments
Future developments are discussed throughout the
Strategic Report.
Financial Risk Management
Financial risk management is discussed in note 3 of the
financial statements.
By Order of the Board
Robert Palmer
Company Secretary
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
100

DIRECTORS’ RESPONSIBILITY
STATEMENT
The Directors are responsible for preparing the
Strategic Report and the Directors’ Report, the
Directors’ Remuneration Report, the separate Corporate
Governance Statement and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
Group and Company financial statements for each
financial year. The Directors have elected under
company law and are required under the Listing Rules
of the Financial Conduct Authority to prepare Group
financial statements in accordance with UK-adopted
International Accounting Standards. The Directors have
elected under company law to prepare the Company
financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and
applicable law).
The Group financial statements are required by law and
UK-adopted International Accounting Standards to
present fairly the financial position and performance of
the Group; the Companies Act 2006 provides in relation
to such financial statements that references in the
relevant part of that Act to financial statements giving a
true and fair view are references to their achieving a
fair presentation.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Group and the Company and of the profit or loss of the
Group for that period.
In preparing each of the Group and Company financial
statements, the Directors are required to:
A. select suitable accounting policies and then apply
them consistently;
B. make judgements and accounting estimates that
are reasonable and prudent;
C. for the Group financial statements, state whether
they have been prepared in accordance with
UK-adopted International Accounting Standards;
D. for the Company financial statements, state
whether applicable UK accounting standards
have been followed, subject to any material
departures disclosed and explained in the
Company financial statements;
E. prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group and the Company will continue
in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and the Company’s transactions
and disclose with reasonable accuracy at any time the
financial position of the Group and the Company and
enable them to ensure that the financial statements
and the Directors’ Remuneration Report comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Directors’ Statement Pursuant to the
Disclosure and Transparency Rules
Each of the Directors, whose names and functions are
listed on pages 72 to 74 confirm that, to the best of each
person’s knowledge:
A. 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 of the Company and
the undertakings included in the consolidation taken
as a whole; and
B. the Strategic Report contained in the Annual
Report includes a fair review of the development
and performance of the business and the position
of the Company and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties
that they face.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website.
Legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Chris Wootton
Chief Financial Officer
20 September 2022
FRASERS GROUP PLC ANNUAL REPORT 2022
101

INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS OF
FRASERS GROUP PLC
Opinion
We have audited the financial statements of Frasers
Group Plc (the ‘parent company’) and its subsidiaries
(the ‘Group’) for the period ended 24 April 2022 which
comprise the Consolidated Income Statement, the
Consolidated Statement of Comprehensive Income, the
Consolidated Balance Sheet, the Consolidated Cashflow
Statement, the Consolidated Statement of Changes
in Equity, the Company Balance Sheet, the Company
Statement of Changes in Equity and notes to the
financial statements, including a summary of significant
accounting policies. The financial reporting framework
that has been applied in the preparation of the Group
financial statements is applicable law and United
Kingdom adopted International Accounting Standards.
The financial reporting framework that has been applied
in the preparation of the parent company financial
statements is applicable law and United Kingdom
Accounting Standards including Financial Reporting
Standard 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland” (United
Kingdom Generally Accepted Accounting Practice).
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 24 April 2022 and of the
Group’s profit for the period then ended;
• the Group financial statements have been properly
prepared in accordance with United Kingdom
adopted International Accounting Standards;
• the parent company financial statements have
been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice;
and
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK)
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report. We are independent of the
Group and parent company in accordance with the
ethical requirements that are relevant to our audit
of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public
interest entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for
our opinion.
Our opinion is consistent with our reporting to the
Audit Committee.
Summary of Our Audit Approach
Key audit matters
Group – Recurring risks
• Valuation of inventory.
• Impairment of property
related assets.
• Property, Legal and
Other Provisions.
Group – event driven risks
• Impairment of Studio Retail
trade receivables.
• Accounting for the acquisition
of the trade and certain assets
of Studio Retail Group.
Materiality Group
• Overall materiality: £17.0million.
• Performance materiality:
£11.0million.
Parent Company
• Overall materiality: £5.4million.
• Performance materiality:
£3.5million.
Scope Our Group audit procedures
covered 83% of revenue, 86%
of total assets and 91% of profit
before tax.
FRASERS GROUP PLC ANNUAL REPORT 2022
102

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Group and parent company financial statements of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) we identified, 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.
These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of
our audit of the Group and parent company financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.
Valuation of inventory
Key audit matter description At 24 April 2022, the Group Consolidated Balance Sheet records inventory of £1,277.6m (2021: £1,096.6m). This
amount is net of an inventory provision of £236.7m (2021: £219.8m).
As described in note 2 to the financial statements, management use a forward looking inventory provisioning model
which calculates a provision by category of inventory based on historical experience, pricing and discounting
strategies and management’s assessment of risk.
There is significant estimation involved in the calculation of inventory provisions to ensure that inventory is held at
the lower of cost and net realisable value. This involves consideration of expected future losses on sale of inventory
including assessing the likely impacts of macro-economic factors, inventory obsolescence and the additional costs
to sell which need to be included in calculating the net realisable value of inventory.
Due to the factors explained above, we have identified the valuation of inventory as a key audit matter.
How the matter was addressed in
the audit
In respect of inventory valuation we:
• Assessed the appropriateness of management’s inventory provision calculations, including testing the accuracy
and completeness of the data used and the mathematical accuracy of the provisioning model.
• Critically challenged the assumptions made in the inventory provision model in respect of the expected level of
discounting and the expected costs of sale, including:
• The basis on which expected discounts were calculated and whether calculated discounts were realistic
based on historical experience and the current trading environment.
• The assumptions regarding the expected volume and allocated costs of redistributing (tunnelling) and
repricing product.
• Whether different assumptions and estimates should be applied for different fascias given the
differentiated product mix.
• Considered management’s strategic options for addressing demand in the uncertain retail economic
environment resulting from current macro-economic factors, including discounting levels and further
development of on-line retail channels.
As a result of our findings from challenging management’s model, we independently developed an alternative
model that applied historic inventory loss experience to calculate a provision against current out of season and
clearance inventory and inventory that would be expected to remain unsold and fall into those categories in future
periods. In addition, we recalculated the expected future tunnelling and repricing costs to take account of our
assessment of the likely future costs of these activities in relation to products that would have a net realisable value
which was below cost.
We then formed an assessment, based on discussions with management and available market data, to reflect the
expected impact of current macro-economic factors and expected changes in customer disposable income. This
included consideration of forecast future sales performance, expected margin decline, the increased risk of inventory
becoming out of season and adjustments considered relevant for specific fascias, where the risk of inventory
obsolescence was considered to be higher. Our alternative model allowed us to develop an estimate of the level of
provision we considered appropriate and supportable against which we were able to assess management’s estimates.
Key observations Our audit work on inventory valuation, and in particular the development of our own alternative provision model, did
not identify any material misstatement in the valuation of inventory.
FRASERS GROUP PLC ANNUAL REPORT 2022
103

Impairment of property related assets
Key audit matter description As a result of the macro-economic factors, reduction in consumer disposable income and changing patterns of retail
consumer behaviour, particularly in relation to physical stores, the Group identified that there were indications of
impairment in relation to freehold property interests, right of use assets and related PPE (“property related assets”).
As required by IAS 36 (Impairment of Assets) the Group has performed an impairment review of all such assets.
As a result of this review, impairments in relation to freehold property (£106.5m), right of use assets (£76.8m) and
related PPE (£40.7m) have been made in these financial statements.
As described in note 2 to the financial statements, the impairment review involves management judgements and
estimates in relation to the value in use of the property related assets (being the net present value of the forecast
related cashflows) and, in the case of freehold property, comparison of calculated value in use to internal and
external property valuations. The values derived are then compared to the book value of the related assets to
determine whether impairment is required. In making this assessment management determined each property or
store to be a cash generating unit (CGU).
The value in use calculations involve significant assumptions regarding future cashflows, the long term growth rate in
like for like sales, an assessment of the propensity for customers to switch to online purchases, pressure on margins
and determination of an appropriate discount rate and an assessment of the likely impact of high inflation and
reduced consumer disposable income. In the case of freehold property, valuations are dependent on assumptions
regarding the ability to relet property, the length of void and rent free periods and future rentals achievable.
Accordingly we determined that the valuation of property related assets had a high degree of estimation uncertainty.
Due to the factors explained above, we have identified valuation, presentation and disclosure of property related
assets as a key audit matter.
How the matter was addressed in
the audit
We obtained an understanding of how management performed their impairment testing of property related assets
and their approach to valuation.
We critically assessed the methodology applied by management with reference to the requirements of IAS 36 and
tested the integrity of the value in use calculations and the calculated impairments by CGU.
In the case of freehold property, in addition to assessing the value in use calculations, we evaluated the approach
to the valuation of freehold interests with input from an independent external retail property valuation expert and
critically challenged the underlying assumptions.
In particular we challenged the significant assumptions within management’s models through:-
• Evaluating management’s assumptions through consideration of historical and current trading performance and
external data points.
• Sensitised the assumptions in management’s impairment models.
• Tested the reconciliation between the cashflows used in the value in use calculations with those used to assess
going concern and viability to ensure they were consistent.
• Critically challenging whether it was appropriate to exclude properties from the impairment model and assessing
whether the reasons for exclusion were supportable – for example where specific properties were
under redevelopment.
• Challenging whether previous impairments should be reversed.
• Comparing the discount rate used with that independently calculated by our internal valuation expert.
We assessed whether the disclosures within the financial statements are consistent with IAS 36.
Key observations Our audit work in respect of the impairment of property related assets concluded that the related balances were not
materially misstated and the disclosures management have made are appropriate.
FRASERS GROUP PLC ANNUAL REPORT 2022
104

Property, Legal and Other Provisions
Key audit matter description The Group makes provision for liabilities where it identifies there is a present obligation as a result of a past event
and where it is probable that there will be a resultant outflow of resources that can be reliably measured.
The Group has a significant provision in relation to legal and regulatory matters and property related provisions.
As detailed in note 29 to the financial statements, the Consolidated Balance Sheet includes provisions of £230.2m
(FY21: £215.8m) relating to legal and regulatory matters, £161.2m (2021: £144.1m) relating to property provisions which
principally comprise provisions for dilapidations on leasehold properties and £41.6m (2021: £nil) relating to the
financial services business of Studio Retail.
The dilapidation provision requires significant judgements to be made as to future amounts payable based on
historical experience, external advice and evolving conditions within the property sector.
Additionally, the Group faces a number of legal, tax and other commercial claims and significant judgement is
required in determining whether a provision should be recorded and for what amount.
As a result of the Group’s acquisition of Studio Retail it has recognised a provision of £41.6m in respect of a matter
which is subject to a high degree of estimation uncertainty. This is discussed further in the key audit matter dealing
with the acquisition of trade and certain assets of Studio Retail Group and in note 29 to the financial statements.
Due to the amounts involved and the significant judgements required in quantifying and assessing provisions
we have identified existence, accuracy, completeness, presentation and disclosure of property legal and other
provisions as a key audit matter.
How the matter was addressed in
the audit
Our audit work included the following:
• Considering management’s assessment in respect of provisions and assessing whether the recognition criteria of
IAS 37 – Provisions, Contingent Liabilities and Contingent assets had been met.
• Challenging the assumptions made in the dilapidation provision model in respect of the expected level of
dilapidations on a store by store basis. As a result of our findings from challenging management’s model, we
independently developed an alternative model that applied historic dilapidation costs and relevant factors
such as geography and property type as well as considering the impacts of likely future changes in the property
market. Our alternative model allowed us to develop an estimate of the level of provision we considered
appropriate and supportable against which we were able to assess management’s estimates.
• Challenging provisions and related assumptions with key management outside the finance function, including
members of the property and legal teams and obtaining corroborative evidence from third parties in relation to
material ongoing legal and tax matters.
• Auditing the movement in provisions and checking for completeness through the review of ongoing claims for
dilapidations and through circularisation of legal advisors in relation to other claims.
Key observations Our audit work in respect of Property, legal and other provisions concluded that the related balances were not
materially misstated, albeit subject to a high degree of estimation uncertainty as regards the Studio retail provision,
and the disclosures management have made are appropriate.
Impairment of Studio Retail trade receivables
Key audit matter description Frasers Group acquired Studio Retail Limited (SRL) on 24 February 2022.
SRL has significant trade receivables as a result of credit facilities which are offered to customers. These are
recovered through instalments. These trade receivables make up a significant proportion of Frasers Group’s total
assets at 24 April 2022. An appropriate allowance for expected credit losses in respect of these trade receivables is
required to be derived from estimates and underlying assumptions such as the Probability of Default and the Loss
Given Default, taking into consideration forward looking macro-economic assumptions. Changes in the assumptions
applied such as the value and frequency of future debt sales in calculating the Loss Given Default, and the
estimation of customer repayments and Probability of Default rates, as well as the weighting of the macroeconomic
scenarios applied to the impairment model could have a significant impact on the carrying value of these trade
receivables.
We determined that credit risk is a highly judgemental area due to the use of subjective assumptions and a high
degree of estimation uncertainty. The impairment provision relating to the Studio Retail trade receivables required
the Directors to make judgements over the ability of customers to make future repayments. Since the recoverability
of trade receivables has a high degree of estimation uncertainty, with a potential range of possible outcomes, we
consider this to be a key audit matter.
How the matter was addressed in
the audit
Our audit work in relation to the acquired trade receivables within SRL included:-
• Reviewing the work of the component auditor in assessing the design and implementation, and testing the
operating effectiveness, of the key controls in relation to the impairment and provision model and forming our
own assessment based on this review and discussions with management.
• Assessing the overall methodology against the requirements of IFRS 9.
• Reviewing the work of the component auditor in performing testing on the data within the model and verifying
this to underlying source documentation. Utilising experts to assist the audit team in assessing the validity of
the model and challenging management’s forecasting and weighting of key model drivers (macro-economic
variables) and expected future debt sale prices (ultimate recoveries).
Key observations Based on the work performed, we considered the methodologies and modelled assumptions used to value trade
receivables expected credit losses to be reasonable and in line with IFRS 9.
FRASERS GROUP PLC ANNUAL REPORT 2022
105

Acquisition of the trade and certain assets (including credit impaired assets) of Studio Retail Group
Key audit matter description On 24 February 2022, the Group acquired digital retailer, Studio Retail Limited (SRL) and certain other assets of
Studio Retail Group plc (in administration) (SRG). The consideration for the transaction, which totalled £28.3m,
comprised of cash and the release of SRG from its liabilities to the lending banks under its revolving credit facilities.
The Company also agreed to act as guarantor of certain payments in respect of the SRG group pension scheme to
the satisfaction of the Trustees. Details of the acquisition are given in note 32 to the financial statements.
Judgement is applied by management in assessing the fair value of the assets and liabilities acquired in the business
combination, including any intangibles in accordance with IFRS 13: Fair Value Measurement.
Management have applied a number of key judgements and estimates in order to account for this acquisition in
both the Group and parent company financial statements in accordance with IFRS 3 Business Combinations and
FRS 102 Section 19. These include:
• Considering whether this constitutes a step acquisition on the basis of the Group’s holding in SRG
pre administration.
• Considering whether the debt purchase is a separate transaction.
• Determining the carrying value of net assets in the acquisition balance sheet of SRL, in particular relating to the
carrying value of trade receivables.
• Determining the fair values assigned to determine the separately identifiable intangibles at the acquisition date.
• Determining any other fair value adjustments required at the acquisition date and the quantum of these,
including specifically in relation to the purchase of credit impaired assets.
• Estimating the provision required at acquisition in relation to the ongoing review of probable remediation actions
required in respect of past lending and collection activities and referred to in note 29.
Due to the nature of the judgements and estimates involved and in particular the estimation uncertainty relating
to the costs of remediation, we have identified business combination and acquisition accounting together with
accounting for credit impaired assets as a key audit matter for both the accuracy and valuation assumptions.
How the matter was addressed in
the audit
Our audit work in relation to the acquisition accounting included:
• Obtaining and reviewing management’s acquisition accounting paper in relation to the acquisition of SRL
to verify that the treatment of the acquisition entries and any fair value adjustments are appropriate and in
accordance with IFRS 3 Business Combinations and FRS 102 Section 19.
• Concluding that the conditions for recognising a step acquisition were absent given that the Group’s shares in
Studio Retail plc became worthless at the date of that company’s administration.
• Checking accounting entries to purchase and other agreements and bank statements.
• Performing testing on the net assets at the acquisition date including on the expected credit loss provisions in
respect of SRL’s trade receivables.
• Critically challenging management’s judgements in relation to fair value adjustments and recognition of
separately identifiable intangible assets.
• Reviewing and challenging management assumptions and estimates applied in accounting for the Purchase of
Credit Impaired Assets (trade receivables) in accordance with IFRS 9.
• Reviewing and challenging the methodology adopted by management in determining the initial estimate of the
provision recognised under IFRS 3 in relation to potential liabilities arising from the review described in note 29 to
the financial statements.
• Inspecting financial statement disclosures in relation to the acquisition and considering in particular the
adequacy of the disclosure and sensitivities applied in relation to the recognition of provision referred to above.
Key observations We found the approach to accounting for the acquisition, including the judgements made in the recognition and
valuation of acquired assets and liabilities to be acceptable.
In relation to the provision recognised in connection with the ongoing review of probable remediation actions
required in respect of past lending and collection activity and referred to in note 29, we consider the approach
adopted by the Group in making a provisional estimate, in accordance with IFRS 3, of the quantum of provision and
the associated disclosure to be reasonable but draw attention to the high degree of estimation uncertainty with
a potential range of reasonably possible outcomes greater than our materiality for the financial statements as a
whole and possibly many multiples of that amount.
There are no key audit matters relating to the parent company.
FRASERS GROUP PLC ANNUAL REPORT 2022
106

Changes to Key Audit Matters
In the prior year we reported a key audit matter in respect of the impact of the Covid 19 pandemic and going concern
in the light of the uncertainties surrounding the impact of the pandemic on the retail sector. However, due to the UK’s
recovery from the pandemic and the strong performance of the business in the post pandemic period. We have not
deemed going concern to be a key audit matter although it remains an area of focus in the audit.
We also included, in the prior year, a key audit matter regarding the classification of investments where the Group
held more than 20% but less than 50% of the voting share capital of the investee but where the Group had rebutted
the presumption that significant influence existed. Since the only remaining such investment at the period end was in
Mulberry Group plc (36.9%) which has a significant shareholder with a beneficial interest in excess of 55% of voting
share capital, we no longer consider our assessment of management’s judgements in this area to be a key audit matter.
Our Application of Materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing
and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and
on the financial statements as a whole, could reasonably influence the economic decisions of the users we take
into account the qualitative nature and the size of the misstatements. Based on our professional judgement, we
determined materiality for the financial statements as follows:
Group Parent company
Overall materiality £17.0 million (2021: £11.1million) £5.4million (2021: £11.0million)
Basis for determining overall materiality 5% of profit before tax (2021: 2.8% of
underlying EBITDA)
1% of total assets (capped at an allocation of
overall Group materiality)
Rationale for benchmark applied During the year the Group changed the basis
on which market guidance was given to a profit
before tax based measure (adjusted profit before
tax) rather than the underlying EBITDA measure
applied previously on the basis that a measure
which included the impact of depreciation,
amortisation and IFRS 16 was more appropriate
given the Group’s increased investment
in properties.
We applied a lower level of materiality to the audit
of components and, in accordance with ISA 320, in
relation to certain classes of transactions, account
balances and disclosures.
The Parent Company does not trade and
therefore total assets is considered to be the most
appropriate benchmark.
Performance materiality £11.0m (2021: £7.2m)
We set performance materiality at a level
lower than overall materiality for the financial
statements as a whole to reduce to an
appropriately low level the probability that,
in aggregate, uncorrected and undetected
misstatements exceed overall materiality.
The factors we considered in determining
performance materiality included; our knowledge
of the Group, the pressures within the retail sector
and the level of misstatements in prior periods.
£3.5m (2021: £7.1m)
We set performance materiality at a level
lower than overall materiality for the financial
statements as a whole to reduce to an
appropriately low level the probability that,
in aggregate, uncorrected and undetected
misstatements exceed overall materiality.
The factors we considered in determining
performance materiality included; our knowledge
of the Group, the pressures within the retail sector
and the level of misstatements in prior periods.
Basis for determining performance materiality 65% of overall materiality (2021; 65% of
overall materiality)
65% of overall materiality (2021: 65% of
overall materiality)
Reporting of misstatements to the
Audit Committee
Misstatements in excess of £0.85million and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
Misstatements in excess of £0.56million and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
FRASERS GROUP PLC ANNUAL REPORT 2022
107

An Overview of the Scope of Our Audit
Our audit approach was based on a thorough
understanding of the Group’s business and is risk based,
and in particular included:
• Evaluation of identified components to assess the
significance of each component and to determine
the planned audit response based on a measure
of materiality. This included significance as a
percentage of the Group’s revenue, total assets and
adjusted profit before tax;
• For those components that were evaluated as
significant, or likely to include significant risks,
either a full-scope or targeted approach was taken
based on their relative materiality to the Group,
and our assessment of the audit risk. For significant
components requiring a full-scope approach, we
evaluated controls over the financial reporting
systems identified as part of our risk assessment
and addressed critical accounting matters.
Substantive testing was performed on significant
classes of transactions and balances, and other
material balances, determined during the Group
scoping exercise;
• Full scope audit procedures have been performed
on the financial statements of Frasers Group
plc, and on the financial information of the main
trading companies within the UK Retail component;
(Sportsdirect.com Retail Limited, Wareshop 2
Limited, Sports Direct International Holdings Limited,
House of Fraser Limited, The Flannels Group
Limited), and on the SDI Property component and
GAME Retail Limited.
• In relation to the significant overseas component in
Spain and the International component; comprising
Austria, Belgium, Ireland and the United States, we
engaged RSM member firms to perform full scope
component audits. Additionally, RSM member firms
attended inventory counts in a number of locations;
• In relation to Studio Retail Limited, component
auditors were engaged to perform full scope audit
procedures covering the post acquisition period.
• The Group engagement team reviewed the
work performed by the component auditors. We
determined the level of involvement we needed to
have in their audit work at those reporting units to
be able to conclude whether sufficient, appropriate
audit evidence had been obtained as a basis for our
opinion on the Group financial statements as
a whole.
• Further specific audit procedures over the Group
consolidation and areas of significant judgement
including impairment of property related assets,
leases, taxation and treasury were performed by the
Group engagement team.
The operations that were subject to full-scope audit
procedures made up 82% of consolidated revenues,
84% of total assets and 91% of profit before tax.
The operations that were subject to targeted audit
procedures made up 1% of consolidated revenues, 2% of
total assets and 0% of profit before tax; and
The remaining operations of the Group were subject
to analytical procedures over the balance sheet and
income statements of the relevant entities with a focus
on applicable risks identified above. This made up 17%
of consolidated revenues, 14% of total assets and 9% of
profit before tax.
The coverage achieved by our audit procedures was:
Full scope audits were performed for 7 components
(some of which included a number of legal entities which
were combined for group reporting purposes), targeted
audit procedures for 7 components and analytical
procedures at group level for the remaining components.
Number of
components
Revenue Total assets
Profit
before tax
Full scope
audit
7 82% 84% 91%
Targeted audit
procedures
7 1% 2% 0%
Total
14 83% 86% 91%
Analytical procedures at group level were performed for
the remaining components.
The Group team visited two component locations
in the UK and attended video conference calls and
performed remote file reviews for components in
Austria, Belgium, Ireland, Spain, the UK and the USA.
At these meetings the findings reported to the Group
team were discussed in more detail, and any further
work required by the Group team was then performed
by the component auditor.
The parent company was subject to a full scope audit
for the purposes of the Group and Parent Company
financial statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
108

The Impact of Climate Change on the Audit
In planning our audit we have considered the potential
impact of the risk arising from climate change on the
Group’s business and its financial statements.
Further information on the Group’s commitments is
provided in the Group’s Task Force for Climate-Related
Financial Disclosures (“TCFD”) disclosures on page 40.
As part of our audit we have performed a risk
assessment, including making enquiries of management,
reading board minutes and applying our knowledge of
the Group and the sector within which it operates, to
understand the extent of the potential impact of climate
change on the Group’s financial statements. Taking
account of the nature of the business and the extent
of the headroom in impairment testing. We have not
assessed climate related risk to be significant to our
audit. There was no impact on our key audit matters.
We have read the Group’s TCFD and considered
consistency with the financial statements and our
audit knowledge.
We have not been engaged to provide assurance over
the accuracy of the climate risk disclosures set out on
pages 40 to 45 in the Annual Report.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis
of accounting in the preparation of the financial
statements is appropriate.
Our evaluation of the Directors’ assessment of the
Group’s and parent company’s ability to continue to
adopt the going concern basis of accounting included:-
• Obtaining an understanding of management’s
going concern models, discussing key assumptions
with management and assessing whether those
assumptions were consistent with those applied
elsewhere, such as in relation to inventory valuation
and the assessment of property related provisions.
• Checking the mathematical accuracy of
management’s cashflow models, and agreeing
opening balances to 24 April 2022 actual figures.
• Checking management’s covenant compliance
calculations to determine whether there is a risk
of breach and assessed whether the assumptions
in management’s base model appeared realistic,
achievable and consistent with other internal and
external evidence.
• Comparing forecast sales with recent historical
information to consider the accuracy of forecasting.
• Considering post year end sales patterns to assess
whether they were consistent with those assumed in
the base model.
• Critically assessing and testing management’s
sensitivity analysis and performing our own analysis
based on further sensitising of the models to take
account of reasonably possible scenarios that could
arise from the risks identified.
• Challenging management regarding their
identification of discretionary spend that could be
reduced should mitigating actions become necessary.
• Reviewing agreements and correspondence relating
to the availability of financing arrangements.
• Evaluating the Group’s disclosures on going concern
against the requirements of IAS 1.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the Group’s or the parent
company’s ability to continue as a going concern for a
period of at least twelve months from when the financial
statements are authorised for issue.
In relation to the Directors’ reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report.
Other Information
The other information comprises the information
included in the annual report on pages 1 to 101 other
than the financial statements and our auditor’s report
thereon. The Directors are responsible for the other
information contained within the annual report. Our
opinion on the financial statements does not cover the
other information and, except to the extent otherwise
explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether there is a material misstatement in the financial
statements or a material misstatement of the other
information. If, based on the work we have performed,
we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
FRASERS GROUP PLC ANNUAL REPORT 2022
109

Opinions on Other Matters Prescribed by
the Companies Act 2006
In our opinion, the part of the Directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the Strategic Report and
the Directors’ Report for the financial period for
which the financial statements are prepared is
consistent with the financial statements and those
reports have been prepared in accordance with
applicable legal requirements;
• the information about internal control and risk
management systems in relation to financial
reporting processes and about share capital
structures, given in compliance with rules 7.2.5
and 7.2.6 in the Disclosure Rules and Transparency
Rules sourcebook made by the Financial Conduct
Authority (the FCA Rules), is consistent with the
financial statements and has been prepared in
accordance with applicable legal requirements; and
• information about the company’s corporate
governance code and practices and about its
administrative, management and supervisory bodies
and their committees complies with rules 7.2.2, 7.2.3
and 7.2.7 of the FCA Rules.
Matters on which we are Required to
Report by Exception
In the light of the knowledge and understanding of the
Group and the parent company and their environment
obtained in the course of the audit, we have not
identified material misstatements in:
• the Strategic Report or the Directors’ Report; or
• the information about internal control and risk
management systems in relation to financial
reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and
7.2.6 of the FCA Rules.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us 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 Directors’ 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.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the parent
company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit:
• Directors’ statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on page 99;
• Directors’ explanation as to its assessment of the
Group’s prospects, the period this assessment
covers and why this period is appropriate set out on
page 63;
• Director’s statement on whether it has a
reasonable expectation that the Group will be
able to continue in operation and meets its
liabilities set out on page 99;
• Directors’ statement on fair, balanced and
understandable set out on page 92;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on page 50;
• The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 71; and,
• The section describing the work of the audit
committee set out on page 89.
FRASERS GROUP PLC ANNUAL REPORT 2022
110

Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 101, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the Directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Group’s and the
parent company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate
the Group or the parent company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of
the Financial Statements
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 an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a 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 the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
The Extent to which the Audit was
Considered Capable of Detecting
Irregularities, Including Fraud
Irregularities are instances of non-compliance with
laws and regulations. The objectives of our audit
are to obtain sufficient appropriate audit evidence
regarding compliance with laws and regulations that
have a direct effect on the determination of material
amounts and disclosures in the financial statements, to
perform audit procedures to help identify instances of
non-compliance with other laws and regulations that
may have a material effect on the financial statements,
and to respond appropriately to identified or suspected
non-compliance with laws and regulations identified
during the audit.
In relation to fraud, the objectives of our audit are to
identify and assess the risk of material misstatement of
the financial statements due to fraud, to obtain sufficient
appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud through
designing and implementing appropriate responses and
to respond appropriately to fraud or suspected fraud
identified during the audit.
However, it is the primary responsibility of management,
with the oversight of those charged with governance,
to ensure that the entity’s operations are conducted in
accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
In identifying and assessing risks of material
misstatement in respect of irregularities, including
fraud, the Group audit engagement team and
component auditors:
• obtained an understanding of the nature of
the industry and sector, including the legal and
regulatory frameworks that the Group and parent
company operates in and how the Group and
parent company are complying with the legal and
regulatory frameworks;
• inquired of management, and those charged with
governance, about their own identification and
assessment of the risks of irregularities, including
any known actual, suspected or alleged instances
of fraud;
• applied analytical review procedures to identify
unusual or unexpected relationships.
• discussed matters about non-compliance with
laws and regulations and how fraud might occur
including assessment of how and where the
financial statements may be susceptible to fraud
having obtained an understanding of the
control environment.
As the Group is regulated, our assessment of risks
involved gaining an understanding of the effectiveness
of the control environment including the controls
established to mitigate the risks of fraud and the
procedures for complying with regulatory requirements.
All relevant laws and regulations identified at a Group
level and areas susceptible to fraud that could have
a material effect on the financial statements were
communicated to component auditors. Any instances
of non-compliance with laws and regulations identified
and communicated by component auditors were
considered in our audit approach. We remained alert to
any indications of fraud throughout the audit.
As a result of these procedures, we considered the
opportunities and incentives that may exist within the
Group for fraud and identified the greatest potential for
fraud in those areas in which management is required
to exercise significant judgement. In common with
all audits under ISAs (UK) we also performed specific
procedures to respond to the risk of management
override and the risk of fraudulent revenue recognition.
FRASERS GROUP PLC ANNUAL REPORT 2022
111

These procedures included :-
• testing the appropriateness of journal entries
and other adjustments based on risk criteria and
comparing the identified entries to supporting
documentation.
• assessing whether the judgements made in
making accounting estimates were indicative of
potential bias.
• evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
• testing the operating effectiveness of the manual
controls in relation to the completeness, accuracy,
and existence of cash sales.
• investigating transactions posted to nominal ledger
codes outside of the normal revenue cycle identified
through the use of data analytics tools.
The Group is subject to laws and regulations which
directly affect the material amounts and disclosures in
the financial statements. The most significant laws and
regulations were detertmined to be as follows:-United
Kingdom adopted International Accounting Standards
and FRS 102, the UK Companies Act, Financial Conduct
Authority regulations, including the Listing Rules and
tax legislation.
In addition, the Group is subject to other laws and
regulations which do not have a direct effect on the
financial statements but compliance with which may be
fundamental to the Group’s ability to operate or to avoid
material penalties. We identified the following areas as
those most likely to have such an effect: competition
and anti-bribery laws, data protection, employment,
environmental and health and safety regulations.
In response to the above, audit procedures performed by
the audit engagement team included:
• reviewing financial statement disclosures and
testing to supporting documentation to assess
compliance with provisions of relevant laws and
regulations described as having a direct effect on
the financial statements.
• enquiring of management, the Audit Committee
and in-house legal counsel concerning actual and
potential litigation and claims.
• reading minutes of meetings of those charged with
governance, reviewing internal audit reports and
correspondence with HMRC.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: http://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Other Matters Which We Are Required
to Address
Following the recommendation of the audit committee,
we were appointed by the Audit Committee and the
Board on 18 November 2019 to audit the financial
statements for the year ending 26 April 2020 and
subsequent financial periods.
The period of total uninterrupted consecutive
appointments is 3 years covering the years ending 26
April 2020 to 24 April 2022.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the parent
company and we remain independent of the Group and
the parent company in conducting our audit.
Our audit opinion is consistent with the additional report
to the audit committee.
Use of Our Report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company
and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Other Matter
In due course, as required by the Financial Conduct
Authority (FCA) Disclosure Guidance and Transparency
Rule (DTR) 4.1.14R, these financial statements will form
part of the European Single Electronic Format (ESEF)
prepared Annual Financial Report filed on the National
Storage Mechanism of the UK FCA in accordance with
the ESEF Regulatory Technical Standard (‘ESEF RTS’).
This auditor’s report provides no assurance over whether
the annual financial report will be prepared using the
single electronic format specified in the ESEF RTS.
Mark Harwood (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP,
Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
Date: 20 September 2022.
FRASERS GROUP PLC ANNUAL REPORT 2022
112

CONSOLIDATED INCOME
STATEMENT
For the 52 weeks ended 24 April 2022
Note
Continuing
operations
52 weeks ended
24 April 2022
Discontinued
operations
52 weeks ended
24 April 2022
Total
52 weeks ended
24 April 2022
Continuing
operations
52 weeks ended
25 April 2021
Discontinued
operations
52 weeks ended
25 April 2021
Total
52 weeks ended
25 April 2021
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Revenue 4,672.9 114.2 4,787.1 3,507.3 118.0 3,625.3
Credit account interest 18.2 - 18.2 - - -
Total revenue (including
credit account interest)
4 4,691.1 114.2 4,805.3 3,507.3 118.0 3,625.3
Cost of sales (2,647.2) (56.1) (2,703.3) (2,023.4) (71.1) (2,094.5)
Impairment losses on credit
customer receivables
4 (13.3) - (13.3) - - -
Gross Profit 2,030.6 58.1 2,088.7 1,483.9 46.9 1,530.8
Selling, distribution and
administrative expenses
(1,557.3) (31.5) (1,588.8) (1,281.6) (37.4) (1,319.0)
Other operating income 5 45.4 2.6 48.0 33.3 3.5 36.8
Property related
impairments
17, 18 (227.0) - (227.0) (317.0) - (317.0)
Exceptional items 6 (1.3) - (1.3) (1.6) - (1.6)
Profit on sale of properties 7 10.8 - 10.8 9.7 - 9.7
Operating Profit/(Loss) 4,8 301.2 29.2 330.4 (73.3) 13.0 (60.3)
Investment income 10 43.8 - 43.8 103.7 - 103.7
Investment costs 11 (19.7) - (19.7) (7.7) - (7.7)
Finance income 12 30.3 - 30.3 9.0 - 9.0
Finance costs 13 (48.9) (0.3) (49.2) (32.9) (3.3) (36.2)
Profit/(loss) before taxation 306.7 28.9 335.6 (1.2) 9.7 8.5
Taxation 14 (75.5) (3.2) (78.7) (85.4) (1.1) (86.5)
Profit/(loss) for the period 4 231.2 25.7 256.9 (86.6) 8.6 (78.0)
ATTRIBUTABLE TO:
Equity holders of the Group 224.1 25.7 249.8 (91.6) 8.6 (83.0)
Non-controlling interests 7.1 - 7.1 5.0 - 5.0
Profit/(loss) for the period 4 231.2 25.7 256.9 (86.6) 8.6 (78.0)
Pence per share Pence per share Pence per share Pence per share Pence per share Pence per share
Basic earnings per share 15 47.5 5.4 52.9 (18.2) 1.7 (16.5)
Diluted earnings per share 15 47.5 5.4 52.9 (18.2) 1.7 (16.5)
Discontinued operations relate to the Group’s US retail businesses which were disposed of post year-end (see note 16).
The accompanying accounting policies and notes form part of these financial statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
113

CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the 52 weeks ended 24 April 2022
Note
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£’m) (£’m)
Profit/(loss) for the period 4 256.9 (78.0)
OTHER COMPREHENSIVE INCOME
ITEMS THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Fair value movement on long-term financial assets 21 (8.1) 77.3
Remeasurements of defined benefit pension scheme 38 (26.8) -
Deferred tax on remeasurements of defined benefit pension scheme 28 6.7 -
ITEMS THAT WILL BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Exchange differences on translation of foreign operations 26 6.8 (49.1)
Fair value movement on hedged contracts - recognised in the period 26,30 52.1 0.4
Fair value movement on hedged contracts - reclassified and reported in sales 26,30 - (2.8)
Fair value movement on hedged contracts - reclassified and reported in inventory/cost of sales 26,30 7.5 (17.1)
Fair value movement on hedged contracts - taxation taken to reserves 26,30 (15.8) 3.0
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX 22.4 11.7
TOTAL COMPREHENSIVE INCOME/LOSS FOR THE PERIOD 279.3 (66.3)
ATTRIBUTABLE TO:
Equity holders of the Group 272.2 (71.3)
Non-controlling interest 7.1 5.0
279.3 (66.3)
The accompanying accounting policies and notes form part of these financial statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
114

CONSOLIDATED BALANCE SHEET
At 24 April 2022
Note
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£’m) (£’m)
ASSETS  NON CURRENT
Property, plant and equipment 17 1,011.0 1,164.9
Investment properties 18 89.2 14.1
Intangible assets 19 120.6 120.5
Long-term financial assets 21 206.6 263.3
Retirement benefit surplus 38 2.2 -
Deferred tax assets 28 100.8 66.8
1,530.4 1,629.6
ASSETS - CURRENT
Inventories 22 1,277.6 1,096.6
Trade and other receivables 23 841.4 546.5
Derivative financial assets 30 116.5 55.4
Cash and cash equivalents 24 336.8 457.0
2,572.3 2,155.5
Assets in disposal groups classified as held for sale 16 40.0 -
TOTAL ASSETS 4,142.7 3,785.1
EQUITY
Share capital 25 64.1 64.1
Share premium 874.3 874.3
Treasury shares reserve 26 (488.9) (295.7)
Permanent contribution to capital 26 0.1 0.1
Capital redemption reserve 26 8.0 8.0
Foreign currency translation reserve 26 35.6 28.8
Reverse combination reserve 26 (987.3) (987.3)
Own share reserve 26 (66.8) (66.7)
Hedging reserve 26 55.3 11.5
Share based payment reserve 14.1 1.3
Retained earnings 1,778.1 1,554.5
Issued capital and reserves attributable to owners of the parent 1,286.6 1,192.9
Non-controlling interests 22.0 18.1
TOTAL EQUITY 1,308.6 1,211.0
LIABILITIES  NON CURRENT
Lease liability 27 503.6 534.2
Borrowings 27 827.9 705.9
Retirement benefit obligations 1.6 1.9
Deferred tax liabilities 28 40.4 27.0
Provisions 29 433.0 361.2
1,806.5 1,630.2
LIABILITIES - CURRENT
Derivative financial liability 30 107.2 19.2
Trade and other payables 31 729.8 646.3
Lease liability 27 117.0 188.5
Current tax liabilities 50.9 89.9
1,004.9 943.9
Liabilities in disposal groups classified as held for sale 16 22.7 -
TOTAL LIABILITIES 2,834.1 2,574.1
TOTAL EQUITY AND LIABILITIES 4,142.7 3,785.1
The accompanying accounting policies and notes form part of these Financial Statements. The Financial Statements
were approved by the Board on 20 September 2022 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
Company number: 06035106
FRASERS GROUP PLC ANNUAL REPORT 2022
115

CONSOLIDATED CASH FLOW
STATEMENT
For the 52 weeks ended 24 April 2022
Note
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£’m) (£’m)
Cash inflows from operating activities 33 628.9 578.3
Income taxes paid (121.0) (59.3)
Net cash inflows from operating activities 507.9 519.0
Proceeds on disposal of property, plant and equipment and investment property 32.0 20.6
Proceeds from sale and leaseback transactions 9.5 -
Proceeds on disposal of intangibles assets - 7.5
Proceeds on disposal of listed investments
(1)
21 238.4 7.0
Proceeds in relation to equity derivatives
(1)
117.4 48.1
Disposal of subsidiary undertaking 1.0 -
Purchase of subsidiaries, net of cash acquired 32 (0.2) (39.4)
Purchase of property, plant and equipment and investment property 17, 18 (323.2) (219.4)
Purchase of intangible assets 19 - (1.0)
Purchase of listed investments 21 (198.4) (113.3)
Investment income received 1.0 0.5
Finance income received 6.3 9.0
Net cash outflows from investing activities (116.2) (280.4)
Lease payments (176.2) (78.0)
Finance costs paid (32.8) (31.6)
Borrowings drawn down 27 1,374.4 1,128.1
Borrowings repaid 27 (1,484.4) (1,323.6)
Proceeds from sale and leaseback transactions 1.5 -
Dividends paid to non-controlling interests (1.3) (0.9)
Purchase of own shares (193.2) (4.3)
Net cash outflows from financing activities (512.0) (310.3)
Net decrease in cash and cash equivalents including overdrafts (120.3) (71.7)
Exchange movement on cash balances 0.1 (5.3)
Cash and cash equivalents including overdrafts at beginning of period 457.0 534.0
Cash and cash equivalents including overdrafts at the period end 24 336.8 457.0
(1) Proceeds in relation to equity derivatives in both the current and prior periods have been shown separately from proceeds on disposal of listed investments.
This has no impact on net cash outflows from investing activities or net cash.
The accompanying accounting policies and notes form part of these Financial Statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
116

CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the 52 weeks ended 24 April 2022
Share
capital
Share
premium
(1)
Treasury
shares
Share
scheme
reserve
Foreign
currency
translation
Own
share
reserve
Retained
earnings Other
(2)
Total
attributable
to owners
of parent
Non-controlling
interests Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
At 27 April 2020
64.1 874.3 (295.7) - 77.9 (67.0) 1,564.9 (951.2) 1,267.3 13.0 1,280.3
Acquisitions
- - - - - - - - - 1.0 1.0
Share scheme
- - - 1.3 - 0.3 (4.7) - (3.1) - (3.1)
Dividends paid to
non-controlling interests
- - - - - - - - - (0.9) (0.9)
Transactions with owners in
their capacity as owners
- - - 1.3 - 0.3 (4.7) - (3.1) 0.1 (3.0)
(Loss)/profit for the financial
period
- - - - - - (83.0) - (83.0) 5.0 (78.0)
Other comprehensive income
Cashflow hedges - recognised
in the period
- - - - - - - 0.4 0.4 - 0.4
Cashflow hedges - reclassified
and reported in sales
- - - - - - - (2.8) (2.8) - (2.8)
Cashflow hedges - reclassified
and reported in inventory/cost
of sales
- - - - - - - (17.1) (17.1) - (17.1)
Cashflow hedges - taxation
- - - - - - - 3.0 3.0 - 3.0
Fair value adjustment in respect
of long-term financial assets -
recognised
- - - - - - 77.3 - 77.3 - 77.3
Translation differences - Group
- - - - (49.1) - - - (49.1) - (49.1)
Total comprehensive loss for
the period
- - - - (49.1) - (5.7) (16.5) (71.3) 5.0 (66.3)
At 25 April 2021
64.1 874.3 (295.7) 1.3 28.8 (66.7) 1,554.5 (967.7) 1,192.9 18.1 1,211.0
Acquisitions
- - - - - - 1.9 - 1.9 (1.9) -
Share scheme
- - - 12.8 - (0.1) 0.1 - 12.8 - 12.8
Dividends paid to
non-controlling interests
- - - - - - - - - (1.3) (1.3)
Transactions with owners in
their capacity as owners
- - - 12.8 - (0.1) 2.0 - 14.7 (3.2) 11.5
Profit for the financial period
- - - - - - 249.8 - 249.8 7.1 256.9
Other comprehensive income
Purchase of own shares
- - (193.2) - - - - - (193.2) - (193.2)
Cashflow hedges - recognised
in the period
- - - - - - - 52.1 52.1 - 52.1
Cashflow hedges - reclassified
and reported in inventory/cost
of sales
- - - - - - - 7.5 7.5 - 7.5
Cashflow hedges - taxation
- - - - - - - (15.8) (15.8) - (15.8)
Fair value adjustment in respect
of long-term financial assets -
recognised
- - - - - - (8.1) - (8.1) - (8.1)
Remeasurements of defined
benefit pension scheme
- - - - - - (26.8) - (26.8) - (26.8)
Deferred tax on
remeasurements of defined
benefit pension scheme
- - - - - - 6.7 - 6.7 - 6.7
Translation differences - Group
- - - - 6.8 - - - 6.8 - 6.8
Total comprehensive income
for the period
- - (193.2) - 6.8 - 221.6 43.8 79.0 7.1 86.1
At 24 April 2022
64.1 874.3
(488.9) 14.1 35.6 (66.8) 1,778.1 (923.9) 1,286.6 22.0 1,308.6
(1) The share premium account is used to record the excess proceeds over nominal value on the issue of shares.
(2) Other reserves comprises permanent contribution to capital, capital redemption reserve, reverse combination reserve and the hedging reserve.
All movements in the period related to the hedging reserve (note 26).
The accompanying accounting policies and notes form part of these Financial Statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
117

NOTES TO THE FINANCIAL
STATEMENTS
For the 52 weeks ended 24 April 2022
1. ACCOUNTING POLICIES
Frasers Group Plc (Company number: 06035106) is a
company incorporated and domiciled in the United
Kingdom, its shares are listed on the London Stock
Exchange. The registered office is Unit A, Brook Park
East, Shirebrook, NG20 8RY. The principal activities and
structure of the Group can be found in the Directors’
Report and the ‘Our Business’ section.
Basis of Preparation
The consolidated Financial Statements have been
prepared in accordance with International Accounting
Standards in conformity with the requirements of
the Companies Act 2006 and in accordance with
international financial reporting standards adopted by
the UK Endorsement Board. This change in the basis of
preparation is required by UK company law for financial
reporting as a result of the UK’s exit from the European
Union on 31 January 2020 and the cessation of the
transition period on 31 December 2020. This change
does not constitute a change in accounting policy, rather
a change in framework which is required to group the
use of IFRS in company law. There is no impact on the
recognition, measurement or disclosure between the two
frameworks in the period reported. The consolidated
Financial Statements have been prepared under the
historical cost convention, as modified to include fair
valuation of certain financial assets and derivative
financial instruments.
The accounting policies set out below have been applied
consistently to all periods in these Financial Statements
and have been applied consistently by all Group entities.
Certain subsidiaries have been consolidated based on a
calendar year-end date of 30 April 2022.
The numbers presented in the Financial Statements have
been rounded to the nearest million.
Going Concern
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Chief Executive’s Report and
Business Review.
The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described
in the Financial Review. In addition, the financial
statements include the Group’s objectives, policies
and processes for managing its capital, its financial
risk management objectives, details of its financial
instruments and hedging activities, and its exposures to
credit risk and liquidity risk.
The Group is profitable, highly cash generative and
has considerable financial resources. The Group is able
to operate within its banking facilities and covenants,
which run until November 2024 with a two year option
to extend, and is well placed to take advantage of
strategic opportunities as they arise. As a consequence,
the Directors believe that the Group is well placed
to manage its business risks successfully despite the
continued uncertain economic outlook.
Management have assessed the level of trading and
have forecast and projected a conservative base case
and also a number of even more conservative scenarios,
including taking into account the Group’s open positions
in relation to Hugo Boss options. These forecasts and
projections show that the Group will be able to operate
within the level of the current facility and its covenant
requirements (being interest cover and net debt to
EBITDA ratios). Management also has a number of
mitigating actions which could be taken if required
such as putting on hold discretionary spend, liquidate
certain assets on the Balance Sheet and pay down the
Revolving Credit Facility. See the Viability Statement for
further details.
Having thoroughly reviewed the performance of the
Group and Parent Company and having made suitable
enquiries, the Directors are confident that the Group
and Parent Company have adequate resources to
remain in operational existence for the foreseeable
future which is at least 12 months from the date of
these financial statements. Trading would need to fall
significantly below levels observed during the pandemic
to require mitigating actions or a relaxation of covenants.
Furthermore, as per the outlook statement the Directors
are confident of achieving an Adjusted PBT for FY23 of
between £450m to £500m during FY23. On this basis,
the Directors continue to adopt the going concern basis
for the preparation of the Annual Report and financial
statements which is a period of at least 12 months from
the date of approval of these financial statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
118

Basis of Consolidation
The consolidated Financial Statements incorporate
the financial statements of the Company and entities
controlled by the Company (its subsidiaries) each year.
Control is achieved when the Company:
• has the power over the investee;
• is exposed, or has rights, to variable returns from its
involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an
investee if facts and circumstances indicate that there
are changes to one or more of the three elements of
control listed above.
When the Company has less than a majority of the
voting rights of an investee, it considers that it has power
over the investee when the voting rights are sufficient to
give it the practical ability to direct the relevant activities
of the investee unilaterally. The Company considers all
relevant facts and circumstances in assessing whether
or not the Company’s voting rights in an investee are
sufficient to give it power, including:
• the size of the Company’s holding of voting rights
relative to the size and dispersion of holdings of the
other vote holders;
• potential voting rights held by the Company, other
vote holders or other parties;
• rights arising from other contractual arrangements;
and
• any additional facts and circumstances that
indicate that the Company has, or does not have,
the current ability to direct the relevant activities at
the time that decisions need to be made, including
voting patterns at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company
obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically, the
results of subsidiaries acquired or disposed of during
the year are included in profit or loss from the date
the Company gains control until the date when the
Company ceases to control the subsidiary.
Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the
accounting policies used into line with the Group’s
accounting policies.
All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions
between the members of the Group are eliminated
on consolidation.
Non-controlling interests in subsidiaries are identified
separately from the Group’s equity therein. Those
interests of non-controlling shareholders that are
present ownership interests entitling their holders to
a proportionate share of net assets upon liquidation
may initially be measured at fair value or at the
non-controlling interests’ proportionate share of the
fair value of the acquiree’s identifiable net assets. The
choice of measurement is made on an acquisition-
by-acquisition basis. Other non-controlling interests
are initially measured at fair value. Subsequent to
acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial
recognition plus the non-controlling interests’ share of
subsequent changes in equity.
Profit or loss and each component of other
comprehensive income are attributed to the owners
of the Company and to the non-controlling interests.
Total comprehensive income of the subsidiaries is
attributed to the owners of the Company and to the
non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
Changes in the Group’s interests in subsidiaries that
do not result in a loss of control are accounted for as
equity transactions. The carrying amount of the Group’s
interests and the non-controlling interests are adjusted
to reflect the changes in their relative interests in the
subsidiaries. Any difference between the amount by
which the non-controlling interests are adjusted and
the fair value of the consideration paid or received
is recognised directly in equity and attributed to the
owners of the Company.
When the Group loses control of a subsidiary, the gain or
loss on disposal recognised in profit or loss is calculated
as the difference between (i) the aggregate of the fair
value of the consideration received and the fair value
of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), less liabilities
of the subsidiary and any non-controlling interests. All
amounts previously recognised in other comprehensive
income in relation to that subsidiary are accounted
for as if the Group had directly disposed of the related
assets or liabilities of the subsidiary (i.e. reclassified to
profit or loss or transferred to another category of equity
as required/permitted by applicable IFRS Standards).
The fair value of any investment retained in the former
subsidiary at the date when control is lost is regarded
as the fair value on initial recognition for subsequent
accounting under IFRS 9 when applicable, or the cost on
initial recognition of an investment in an associate or a
joint venture.
FRASERS GROUP PLC ANNUAL REPORT 2022
119

Business Combinations
Acquisitions of businesses are accounted for using the
acquisition method. The consideration transferred in a
business combination is measured at fair value, which is
calculated as the sum of the acquisition-date fair values
of assets transferred to the Group, liabilities incurred
by the Group to the former owners of the acquiree and
the equity interest issued by the Group in exchange for
control of the acquiree. Acquisition-related costs are
recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired
and the liabilities assumed are recognised at their fair
value at the acquisition date, except that:
• deferred tax assets or liabilities and assets or
liabilities related to employee benefit arrangements
are recognised and measured in accordance with
IAS 12 and IAS 19 respectively;
• liabilities or equity instruments related to
share-based payment arrangements of the acquiree
or share-based payment arrangements of the
Group entered into to replace share-based payment
arrangements of the acquiree are measured in
accordance with IFRS 2 at the acquisition date; and
• assets (or disposal groups) that are classified as held
for sale in accordance with IFRS 5 are measured in
accordance with that Standard.
Goodwill is measured as the excess of the sum of
the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the fair
value of the acquirer’s previously held equity interest in
the acquiree (if any) over the net of the acquisition-date
amounts of the identifiable assets acquired and the
liabilities assumed. If, after reassessment, the net of
the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum
of the consideration transferred, the amount of any
non-controlling interests in the acquiree and the fair
value of the acquirer’s previously held interest in the
acquiree (if any), the excess is recognised immediately in
profit or loss as a bargain purchase gain.
For business combinations achieved in stages, the Group
remeasures its previously held equity interest in the
acquiree at its acquisition date fair value and recognises
the resulting gain or loss, if any, in the Income Statement
as appropriate.
Associates
An associate is an entity over which the Group has
significant influence and that is neither a subsidiary
nor an interest in a joint venture. Significant influence is
the power to participate in the financial and operating
policy decisions of the investee but is not control or joint
control over those policies.
The results and assets and liabilities of associates
are incorporated in these Financial Statements using
the equity method of accounting, except when the
investment is classified as held for sale, in which case it is
accounted for in accordance with IFRS 5.
Under the equity method, an investment in an associate
is recognised initially in the consolidated Balance Sheet
at cost and adjusted thereafter to recognise the Group’s
share of the profit or loss and other comprehensive
income of the associate. When the Group’s share of
losses of an associate or a joint venture exceeds the
Group’s interest in that associate (which includes any
long-term interests that, in substance, form part of the
Group’s net investment in the associate), the Group
discontinues recognising its share of further losses.
Additional losses are recognised only to the extent that
the Group has incurred legal or constructive obligations
or made payments on behalf of the associate.
An investment in an associate is accounted for using
the equity method from the date on which the
investee becomes an associate. On acquisition of the
investment in an associate, any excess of the cost of the
investment over the Group’s share of the net fair value
of the identifiable assets and liabilities of the investee
is recognised as goodwill, which is included within the
carrying amount of the investment. Any excess of the
Group’s share of the net fair value of the identifiable
assets and liabilities over the cost of the investment,
after reassessment, is recognised immediately in profit or
loss in the period in which the investment is acquired.
The requirements of IAS 36 are applied to determine
whether it is necessary to recognise any impairment
loss with respect to the Group’s investment in an
associate. When necessary, the entire carrying
amount of the investment (including goodwill) is
tested for impairment in accordance with IAS 36 as
a single asset by comparing its recoverable amount
(higher of value in use and fair value less costs of
disposal) with its carrying amount. Any reversal of
that impairment loss is recognised in accordance
with IAS 36 to the extent that the recoverable amount
of the investment subsequently increases.
The Group discontinues the use of the equity method
from the date when the investment ceases to be an
associate. When the Group retains an interest in the
former associate and the retained interest is a financial
asset, the Group measures the retained interest at fair
value at that date and the fair value is regarded as
its fair value on initial recognition in accordance with
IFRS 9. The difference between the carrying amount
of the associate at the date the equity method was
discontinued, and the fair value of any retained interest
and any proceeds from disposing of a part interest in the
associate is included in the determination of the gain or
loss on disposal of the associate. In addition, the Group
FRASERS GROUP PLC ANNUAL REPORT 2022
120

accounts for all amounts previously recognised in other
comprehensive income in relation to that associate on
the same basis as would be required if that associate
had directly disposed of the related assets or liabilities.
Therefore, if a gain or loss previously recognised in other
comprehensive income by that associate would be
reclassified to profit or loss on the disposal of the related
assets or liabilities, the Group reclassifies the gain or
loss from equity to profit or loss (as a reclassification
adjustment) when the associate is disposed of.
When the Group reduces its ownership interest in an
associate but the Group continues to use the equity
method, the Group reclassifies to profit or loss the
proportion of the gain or loss that had previously
been recognised in other comprehensive income
relating to that reduction in ownership interest if
that gain or loss would be reclassified to profit or
loss on the disposal of the related assets or liabilities.
When a group entity transacts with an associate
of the Group, profits and losses resulting from the
transactions with the associate or joint venture are
recognised in the Group’s consolidated Financial
Statements only to the extent of interests in the
associate that are not related to the Group.
Revenue Recognition
Revenue with customers is measured based on the
five-step model under IFRS 15: ‘Revenue from Contracts
with Customers’:
1. identify the contract with the customer;
2. identify the performance obligations in the contract;
3. determine the transaction price;
4. allocate the transaction price to separate
performance obligations in the contract; and
5. recognise revenues when (or as) each performance
obligation is satisfied.
Revenue is measured at the fair value of the
consideration received, or receivable, and represents
amounts receivable for goods supplied, stated net of
discounts, returns and value added taxes. Customers
have a right of return within a specified period and this
gives rise to variable consideration under IFRS 15. The
right of return asset is recognised within inventory, with
the refund liability due to customers on return of their
goods recognised within trade and other payables.
In the case of goods sold through retail stores, revenue
is recognised when we have satisfied the performance
obligation of transferring the goods to the customer at
the point of sale, less provision for returns. Accumulated
experience is used to estimate and provide for such
returns at the time of the sale. Retail sales are usually in
cash, by debit card or by credit card.
In the case of goods sold on the internet where the
customer has opted for delivery, revenue is recognised
when we have satisfied the performance obligation
of transferring the goods to the customer, which is at
the point of delivery to the customer. Transactions are
settled by credit card or debit card. Provisions are made
for internet credit notes based on the expected level of
returns using the expected value method, which in turn
is based upon the historical rate of returns. In the case
of internet click and collect orders which are collected
in store, the performance obligation is deemed to have
been satisfied when the goods are dispatched from
the warehouse.
In the case of goods sold to other businesses via
wholesale channels, revenue is recognised when we
have satisfied the performance obligation of transferring
the goods to the customer upon delivery. Payment terms
are generally 30-60 days with no right of return.
In the case of income generated from trademarks and
licences, revenue is recognised based either on a fixed
fee basis or based on sales with specified minimum
guarantee amounts in accordance with the relevant
agreements. If the sales-based royalty is not expected
to clearly exceed the minimum guarantee threshold,
revenue is recognised over the rights period measured
on the basis of the fixed guaranteed consideration.
Revenue above the minimum guarantee threshold is
recognised as earned based on the contractual royalty
rate applied to the sales.
Revenue from Gym membership fees is stated exclusive
of value added tax and comprises monthly membership
fees, non-refundable joining fees and longer term
membership fees recognised during the period.
Membership income is recognised and spread over
the period to which it relates, being the period of the
Group’s performance obligations, with any subscriptions
in advance of the period to which they relate being
recognised as contract liabilities. Joining fee income
is recognised over time, on a straight-line basis over
the expected duration of the membership. Gym retail
income is recognised at the point of sale. Other revenue
includes various ancillary revenue streams, which are
recognised in the period to which they relate. Total
revenue from gyms recognised in FY22 is £47.4m (FY21:
£14.0m) and is recognised in the UK Retail segment.
In the case of revenue from third party commission on
concession sales within the House of Fraser department
stores this is recognised when goods are sold to the
customer. As we act as the agent this is stated at the
value of the commission that the Group receives on the
transaction rather than the gross revenue from the sale
of the concessionaires’ goods.
FRASERS GROUP PLC ANNUAL REPORT 2022
121

The Group operates loyalty programmes which allow
members to accumulate points on purchases and
receive exclusive offers and benefits. The fair value of
the points awarded to customers is determined relative
to the total transaction price and accounted for as a
separate identifiable component of a sales transaction.
Revenue is deferred to match the estimated value of
earned loyalty points. Deferred revenue is adjusted
for the value of points that are not expected to be
redeemed by customers based on historical redemption
rates. When the points are redeemed and the Group
fulfils its obligations pursuant to the programmes, the
revenue that was deferred is recognised. In the UK
points awarded expire following a period of 12 months
of inactivity, in Spain they are valid until the end of the
following calendar year.
Revenue from gift cards and vouchers is recognised
when the cards or vouchers are redeemed by the
customer, breakage is recognised when the likelihood
of the card or voucher being redeemed is remote or
has expired. for gift cards monies received represent
deferred revenue prior to the redemption.
Credit account interest revenue related to interest
charged on trade receivables in Studio Retail Limited
is determined using the effective interest method.
Credit account interest revenue is calculated on the
gross carrying amount of the financial asset unless the
financial asset is impaired, in which case the interest
revenue is calculated on the amortised cost, after
allowance for expected credit losses. Credit account
interest revenue is recognised over time.
Government Grants
Government grants are not recognised until there is
reasonable assurance that the Group will comply with
the conditions attaching to them and that the grants will
be received.
Grants that are receivable as compensation for
expenses already incurred or for the purpose of
giving immediate financial support to the Group with
no future related costs are recognised in the Income
Statement at their fair value in the period in which
they become receivable.
The Group has received Government support in the
current and prior period relating to business rates relief
and in the prior period relating to the Coronavirus Job
Retention Scheme (CJRS) as a result of the Covid-19
pandemic. The amount received by the Group (including
the UK) in the period in regard to the CJRS (or equivalent
where received in non-UK territories) was £nil (FY21:
approx. £80.0m). The amount of business rates relief
received by the Group in the period (or equivalent where
received in non-UK territories) was approx. £38.2m (FY21:
£97.5m). Government grants that compensate the Group
for expenses incurred are recognised in profit or loss
as a deduction against the related expense over the
periods necessary to match them with the related costs.
The amounts quoted have been recognised in Selling,
distribution and administrative expenses in the period.
Exceptional Items
The Group presents exceptional items on the face of
the Income Statement. These are significant items of
income and expense which, because of their size, nature
and infrequency of the events giving rise to them, merit
separate presentation to allow shareholders to better
understand the elements of financial performance in the
year, so as to facilitate comparison with prior periods
and assess trends in financial performance more readily.
Finance Income
Finance income is reported on an accruals basis using
the effective interest method.
Taxation
Tax expense comprises of current and deferred tax.
Tax is recognised in the Income Statement, except
to the extent it relates to items recognised in other
comprehensive income or directly in equity. The
income tax expense or credit for the period is the
tax payable on the current periods taxable income,
based on the applicable income tax rate for each
jurisdiction, adjusted by changes in deferred tax
assets and liabilities attributable to temporary
differences and to unused losses.
Deferred taxation is calculated using the liability method,
on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in
the consolidated Financial Statements. However, if
the deferred tax arises from the initial recognition of
goodwill or initial recognition of an asset or liability in a
transaction other than a business combination that at
the time of the transaction affects neither accounting
nor taxable profit or loss, it is not accounted for. Deferred
tax on temporary differences associated with shares in
subsidiaries is not provided if reversal of these temporary
differences can be controlled by the Group and it is
probable that reversal will not occur in the foreseeable
future. In addition, tax losses available to be carried
forward as well as other income tax credits to the Group
are assessed for recognition as deferred tax assets.
Deferred tax is determined using tax rates and laws that
have been enacted (or substantively enacted) by the
balance sheet date and are expected to apply when the
related deferred tax asset is realised or the deferred tax
liability is settled.
Deferred tax liabilities are provided in full.
Deferred tax assets are recognised to the extent that it
is probable that future taxable profits will be available
against which the temporary differences can be utilised.
FRASERS GROUP PLC ANNUAL REPORT 2022
122

Deferred tax assets are offset where there is a legally
enforceable right to offset current tax assets and
liabilities and where the deferred tax balances relate to
the same tax authority.
Changes in current and deferred tax assets or liabilities
are recognised as a component of tax expense in the
Income Statement, except where they relate to items
that are recorded in other comprehensive income
or charged or credited directly to equity in which
case the related deferred tax is also charged to other
comprehensive income or credited directly to equity.
Deferred tax assets and liabilities are not discounted.
Goodwill
Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment at least annually or
when a change in circumstances or situation indicates
that the goodwill has suffered an impairment loss.
The need for impairment is tested by comparing the
recoverable amount of the cash-generating unit (CGU)
to which the goodwill balance has been allocated, which
is the higher of fair value less costs to sell and value in
use, to the carrying value of the goodwill balance. Any
impairment is recognised immediately in the Income
Statement. Impairment losses on goodwill are not
reversed. Gains and losses on the disposal of a business
include the amount of goodwill relating to that business.
When the non-controlling interest of an existing
subsidiary is acquired the carrying value of the
non-controlling interests in the Balance Sheet is
eliminated. Any difference between the amount by
which the non-controlling interest is adjusted and the
fair value of the consideration paid is recognised directly
in equity.
Other Intangible Assets
Brands, trademarks, licences and customer related
intangibles that are internally generated are not
recorded on the Balance Sheet. Acquired brands,
trademarks, licences and customer related intangibles
are initially carried on the Balance Sheet at cost. The
fair value of brands, trademarks, licences and customer
related intangibles that are acquired by virtue of a
business combination is determined at the date of
acquisition and is subsequently assessed as being the
deemed cost to the Group.
Expenditure on advertising and promotional activities is
recognised as an expense as incurred.
Amortisation is provided on brands, trademarks, licences
and customer related intangibles with a definite life
on a straight line basis over their useful economic lives
of between 1 to 15 years and is accounted for within
the selling, distribution and administrative expenses
category within the Income Statement.
Property, Plant and Equipment
Property, plant and equipment are stated at historical
cost less depreciation less any recognised impairment
losses. Cost includes expenditure that is directly
attributable to the acquisition or construction of these
items. Subsequent costs are included in the asset’s
carrying amount only when it is probable that future
economic benefits associated with the item will flow to
the Group and the costs can be measured reliably.
All other costs, including repairs and maintenance costs
and labour costs are charged to the Income Statement
in the period in which they are incurred.
Depreciation is provided on all property, plant and
equipment other than freehold land and is calculated
on a straight-line basis, whichever is deemed by the
Directors to be more appropriate, to allocate cost
less assessed residual value, other than assets in the
course of construction, over the estimated useful lives,
as follows:
• Freehold buildings - 15 years - straight line
• Leasehold improvements – 5 years or over the term
of the lease, whichever is shortest - straight line
• Plant and equipment – between 5 to 10 years -
straight line
A full year of depreciation is charged on all additions
in property, plant and equipment in the period. The
assets’ useful lives and residual values are reviewed and,
if appropriate, adjusted at each balance sheet date.
The gain or loss arising on disposal or scrapping of an
asset is determined as the difference between the sales
proceeds, net of selling costs, and the carrying amount
of the asset and is recognised in the Income Statement.
Property, plant and equipment where the carrying
amount is recovered principally through a sales
transaction and where a sale is considered to be highly
probable are stated at the lower of carrying value and
fair value less costs to sell.
Investment Properties
Investment properties, which are defined as property
held for rental income or capital appreciation, are
initially measured at cost being purchase price and
directly attributable expenditure. Where the intention is
to hold property as owner occupied, this is recognised as
property, plant and equipment.
Subsequently investment properties are held at cost
less accumulated depreciation and impairment losses.
Investment properties are depreciated between 15 years
straight line, other than the land element which is not
depreciated.
Fair values of the investment properties are disclosed.
FRASERS GROUP PLC ANNUAL REPORT 2022
123

Impairment of Assets Other Than Goodwill
At each balance sheet date, the Directors review the
carrying amounts of the Group’s tangible and intangible
assets, other than goodwill, to determine whether
there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the
recoverable amount of the asset in its current condition
is estimated in order to determine the extent of the
impairment loss, if any. Where the asset does not
generate cash flows that are independent from other
assets, the Group estimates the recoverable amount of
the CGU to which the asset belongs. With respect to
property, plant and equipment, each store is considered
to be a CGU and reviewed for impairment whereby
changes in circumstances indicate that the recoverable
amount is lower than the carrying value.
The recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing the value in
use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that
reflects current market assessments of the time value of
money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is
estimated to be less than its carrying amount, the
carrying amount of the asset (CGU) is reduced to its
recoverable amount. An impairment loss is recognised
as an expense immediately, unless the relevant asset
is carried at a re-valued amount, in which case the
impairment loss is treated as a revaluation decrease to
the original historic cost and then as an expense.
Impairment losses recognised for CGU’s to which
goodwill has been allocated are credited initially to the
carrying amount of goodwill. Any remaining impairment
loss is charged pro rata to the other assets in the CGU.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (CGU) excluding goodwill,
is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been
determined had no impairment loss been recognised
for the asset (CGU) in prior periods. A reversal of an
impairment loss is recognised in the Income Statement
immediately.
Assets Held for Sale
Non-current assets classified as held for sale are
presented separately and measured at the lower of
their carrying amounts immediately prior to their
classification as held for sale and their fair value less
costs to sell. Once classified as held for sale, the assets
are not subject to depreciation or amortisation.
Discontinued Operations
A discontinued operation is a component of the Group’s
business that represents a separate major line of
business or geographical area of operations that has
been disposed of or is held for sale, or is a subsidiary
acquired exclusively with a view to resale. Classification
as a discontinued operation occurs upon disposal or
when the operation meets the criteria to be classified as
held for sale, if earlier. When an operation is classified
as a discontinued operation, the results are presented
separately in the consolidated financial statements and
the comparative income statement is restated as if the
operation had been discontinued from the start of the
comparative period.
Inventories
Inventories are valued at the lower of cost and net
realisable value. Cost includes the purchase price of the
manufactured products, materials, direct labour and
transport costs. Cost is calculated using the weighted
average cost method. Net realisable value is based on
the estimated selling price less all estimated selling costs.
The Group receives trade discounts and rebates from
suppliers based upon the volume of orders placed in
a given time window. Typical discounts and rebates
received by the Group include early settlement discounts,
volume rebates on inventory purchases, supplier rebates
based on faulty goods, and marketing support. Where
there is sufficient certainty that a discount or rebate
will be received in the future that relates to historic
purchases this is reflected in the cost of inventories.
Where the receipt of rebates is uncertain, the cost of
inventories is held at full cost price until the rebate is
received. Recognised rebates are released to the Income
Statement to the extent that the stock has been sold.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and
deposits held on call, together with other short term
highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial Instruments
Financial assets and financial liabilities are recognised in
the Group’s Balance Sheet when the Group becomes a
party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from
the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition. Transaction costs
FRASERS GROUP PLC ANNUAL REPORT 2022
124

directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss
are recognised immediately in profit or loss.
Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the
risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged,
cancelled or expires.
Financial Assets
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain
a significant financing component and are measured
at the transaction price in accordance with IFRS 15,
all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
Financial assets, other than those designated and
effective as hedging instruments, are classified into the
following categories:
• amortised cost
• fair value through profit or loss (FVTPL)
• fair value through other comprehensive
income (FVOCI)
All income and expenses relating to financial assets
that are recognised in profit or loss are presented within
finance costs or finance income, except for impairment
of trade receivables and amounts due from related
parties which are presented within selling distribution
and administrative expenses. Impairment losses in
respect of credit customer receivables are disclosed
separately on the face of the Income Statement.
The Group makes an assessment of the objective of
the business model in which a financial asset is held at
a portfolio level because this best reflects the way the
business is managed and information is provided to
management. The information considered includes:
• The stated policies and objectives for the portfolio
and the operation of those policies in practice.
These include whether management’s strategy
focuses on earning contractual interest income or
realising cash flows from the sale of assets;
• How the performance of the portfolio is evaluated
and reported to the Group’s management;
• The risks that affect the performance of the business
model and how those risks are managed;
• How managers of the business are compensated;
and
• The frequency, volume and timing of sales of
financial assets in prior periods, the reasons for such
sales and expectations about future sales activity.
For the purposes of this assessment, ‘principal’ is
defined as the fair value of the financial asset on initial
recognition. ‘Interest’ is defined as consideration for the
time value of money and for the credit risk associated
with the principal amount outstanding during a
particular period of time and for other basic lending risks
and costs (e.g. liquidity risk and administrative costs), as
well as a profit margin.
In assessing whether the contractual cash flows are
solely payments of principal and interest, the Group
considers the contractual terms of the instrument. This
includes assessing whether the financial asset contains
a contractual term that could change the timing or
amount of contractual cash flows such that it would
not meet this condition. In making this assessment, the
Group considers:
• contingent events that would change the amount or
timing of cash flows; and
• terms that may adjust the contractual coupon rate.
Subsequent Measurement of
Financial Assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if
the assets meet the following conditions (and are not
designated as FVTPL):
• they are held within a business model whose
objective is to hold the financial assets and collect
its contractual cash flows; and
• the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured
at amortised cost using the effective interest
method. Discounting is omitted where the effect of
discounting is immaterial. The Group’s cash and cash
equivalents, trade and most other receivables fall into
this category of financial instruments.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business
model other than ‘hold to collect’ or ‘hold to collect and
sell’ are categorised at fair value through profit and
loss. Further, financial assets whose contractual cash
flows are not solely payments of principal and interest
are accounted for at FVTPL. All derivative financial
instruments fall into this category, except for those
designated and effective as hedging instruments, for
which the hedge accounting requirements apply
(see below).
FRASERS GROUP PLC ANNUAL REPORT 2022
125

Assets in this category are measured at fair value with
gains or losses recognised in profit or loss. The fair values
of financial assets in this category are determined
by reference to active market transactions or using a
valuation technique where no active market exists.
Financial assets at fair value through other comprehensive
income (FVOCI)
On initial application of IFRS 9 the Group made the
irrevocable election to account for long term financial
assets at fair value through other comprehensive
income (FVOCI) given these are not held for trading
purposes. The election has been made on an
instrument-by-instrument basis, only qualifying
dividend income is recognised in profit and loss,
changes in fair value are recognised within OCI and
never reclassified to profit and loss, even if the asset
is impaired, sold or otherwise derecognised.
Impairment of financial assets
IFRS 9’s impairment requirements use more forward-
looking information to recognise expected credit losses –
the ‘expected credit loss (ECL) model’. Instruments within
the scope of the requirements include trade receivables,
other receivables, amounts due from related parties,
loan commitments and some financial guarantee
contracts (for the issuer) that are not measured at fair
value through profit or loss.
Other receivables and amounts due from related parties
Recognition of credit losses is no longer dependent on
the Group first identifying a credit loss event. Instead
the Group considers a broader range of information
when assessing credit risk and measuring expected
credit losses, including past events, current conditions,
reasonable and supportable forecasts that affect the
expected collectability of the future cash flows of
the instrument.
In applying this forward-looking approach, a distinction
is made between:
• financial assets that have not deteriorated
significantly in credit quality since initial recognition
or that have low credit risk (‘Stage 1’);
• financial assets that have deteriorated significantly
in credit quality since initial recognition and whose
credit risk is not low (‘Stage 2’); and
• financial assets where the credit risk has increased
to a point at which it is considered credit impaired
(‘Stage 3’)
‘12-month expected credit losses’ are recognised for the
first category while ‘lifetime expected credit losses’ are
recognised for the second and third categories.
Measurement of the expected credit losses is
determined by a probability-weighted estimate of credit
losses over the expected life of the financial instrument.
Trade receivables
The Group makes use of a simplified approach in
accounting for trade receivables and records the loss
allowance as lifetime expected credit losses. These
are the expected shortfalls in contractual cash flows,
considering the potential for default at any point during
the life of the financial instrument. In calculating, the
Group uses its historical experience, external indicators
and forward-looking information to calculate the
expected credit losses using a provision matrix.
Credit customer receivables
12-month ECLs are used for Stage 1 performing assets
and a lifetime ECL is used for stages 2 and 3. An asset
will move from Stage 1 to Stage 2 when there is evidence
of significant increase in credit risk since the asset
originated and into Stage 3 when it is credit impaired.
Should the credit risk improve so that the assessment of
credit risk at the reporting date is considered not to be
significant any longer, assets return to an earlier stage in
the ECL model.
A financial asset is considered to have experienced a
significant increase in credit risk since initial recognition
where there has been a significant increase in the
remaining lifetime probability of default of the asset. The
Group assumes that the credit risk on a financial asset
has increased significantly if it is more than 30 days past
due, has been placed on an arrangement to pay less
than the standard required minimum payment (except
where a payment holiday was granted in response to
Covid-19) or has had interest suspended.
In line with IFRS 9, a financial asset is considered to be
in default when it is more than 90 days past due and/or
when the borrower is unlikely to pay its obligations in full.
Days past due are determined by counting the number
of days since the earliest elapsed due date in respect
of which the minimum payment has not been received.
Due dates are determined without considering any
grace period that might be available to the borrower.
When determining whether the credit risk of a
financial asset has increased significantly since initial
recognition and when estimating ECLs, the Group
considers reasonable and supportable information
that is relevant and available without undue cost or
effort. This includes both quantitative and qualitative
information and analysis based on the Group’s
historical experience and informed credit assessment
including forward looking information.
FRASERS GROUP PLC ANNUAL REPORT 2022
126

The key assumptions in the ECL calculations are:
• Probability of Default (“PD”) - an estimate of the
likelihood of default over 12 months and the
expected lifetime of the debt;
• Exposure at Default (“EAD”) - an estimate of the
exposure at a future default date, taking into
account expected changes in the exposure after the
reporting date, including repayments of principal
and interest, whether scheduled by the contract
or otherwise and accrued interest from missed
payments; and
• Loss Given Default (“LGD”) - an estimate of the
loss arising in the case where a default occurs at a
given time. It is based on the difference between
the contractual cash flows due and those that the
Group would expect to receive, discounted at the
original effective interest rate. The key areas of
estimation are around the value that the Group will
recover in respect of the defaulted debt and the
timing of such recoveries.
The Group incorporates forward-looking information into
its measurement of ECLs. This is achieved by developing
four potential economic scenarios and modelling ECLs
for each scenario. The outputs from each scenario
are combined; using the estimated likelihood of each
scenario occurring to derive a probability weighted ECL.
Management judgement is required in setting
assumptions around probabilities of default and the
weighting of economic scenarios in particular which
have a material impact on the results indicated by the
ECL model.
Acquired loans that meet the Group’s definition of
default (i.e., those that are more than 90 days past
due and/or when the borrower is unlikely to pay
its obligations in full) at acquisition are treated as
purchased or originated credit-impaired (“POCI”) assets.
These assets attract a lifetime ECL allowance over the
full term of the loan, even when these loans no longer
meet the definition of default post acquisition. The
Group does not originate credit-impaired loans.
Loss allowances for financial assets are deducted
from the gross carrying amount of the asset.
Impairment losses related to Studio Retail’s
trade receivables are separately disclosed in the
consolidated income statement.
Financial Liabilities
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings and
lease liabilities, trade and other payables and derivative
financial instruments.
Financial liabilities are initially measured at fair value,
and, where applicable, adjusted for transaction costs
unless the Group designated a financial liability at fair
value through profit or loss. Subsequently, financial
liabilities are measured at amortised cost using the
effective interest method except for derivatives and
financial liabilities designated at FVTPL, which are
carried subsequently at fair value with gains or losses
recognised in profit or loss (other than derivative
financial instruments that are designated and effective
as hedging instruments).
All interest-related charges and, if applicable, fair value
changes in currency derivative instruments that are
reported in profit or loss are included within finance
costs or finance income. Fair value changes in equity
derivative financial instruments are recognised in
investment income or investment costs.
Derivative financial instruments and hedge accounting
Derivative financial instruments are accounted for
at fair value through profit and loss (FVTPL) except
for derivatives designated as hedging instruments
in cash flow hedge relationships, which require a
specific accounting treatment. To qualify for hedge
accounting, the hedging relationship must meet all of
the following requirements:
• there is an economic relationship between the
hedged item and the hedging instrument;
• the effect of credit risk does not dominate the value
changes that result from that economic relationship;
and
• the hedge ratio of the hedging relationship is the
same as that resulting from the quantity of the
hedged item that the entity actually hedges and the
quantity of the hedging instrument that the entity
actually uses to hedge that quantity of hedged item.
Written option contracts do not qualify for hedge
accounting and fair value movements are recognised
directly in the Income Statement.
For the reporting periods under review, the Group
has designated certain forward currency contracts as
hedging instruments in cash flow hedge relationships.
These arrangements have been entered into to mitigate
foreign currency exchange risk arising from certain
highly probable sales and purchases transactions
denominated in foreign currencies.
FRASERS GROUP PLC ANNUAL REPORT 2022
127

All derivative financial instruments used for hedge
accounting are recognised initially at fair value and
reported subsequently at fair value in the Balance Sheet.
To the extent that the hedge is effective, changes in
the fair value of derivatives designated as hedging
instruments in cash flow hedges are recognised in other
comprehensive income and included within the cash
flow hedge reserve in equity. Any ineffectiveness in the
hedge relationship is recognised immediately in profit
or loss.
At the time the hedged item affects profit or loss,
any gain or loss previously recognised in other
comprehensive income is reclassified from equity
to profit or loss and presented as a reclassification
adjustment within other comprehensive income.
However, if a non-financial asset or liability is recognised
as a result of the hedged transaction, the gains and
losses previously recognised in other comprehensive
income are included in the initial measurement of the
hedged item.
If a forecast transaction is no longer expected to
occur, any related gain or loss recognised in other
comprehensive income is transferred immediately
to profit or loss. If the hedging relationship ceases
to meet the effectiveness conditions or when the
relationship no longer meets the criteria for hedge
accounting, hedge accounting is discontinued and
the related gain or loss is held in the equity reserve
until the forecast transaction occurs.
Provisions
A provision is recognised when the Group has a present
legal or constructive obligation as a result of a past
event, it is probable that an outflow of resources will be
required to settle the obligation and a reliable estimate
can be made of the amount of the obligation.
The Group provides for its legal responsibility for
dilapidation costs following advice from chartered
surveyors and previous experience of exit costs. The
estimated cost of fulfilling the leasehold dilapidations
obligations is discounted to present value and analysed
between non-capital and capital components. The
capital element is depreciated over the life of the
asset. The non-capital element is taken to the Income
Statement in the first year of the lease where the cost
it represents is of no lasting benefit to the Group or
its landlord. ‘Wear and tear’ costs are expensed to
the Income Statement. Provisions for onerous lease
contracts are recognised when the Group believes the
unavoidable costs of meeting the lease obligations
exceed the economic benefits expected to be received
under the lease. Legal provisions (including settlements
and court fees) are recognised based on advice from the
Group’s lawyers when it is probable that there will be an
outflow of resources and a reliable estimate can
be made.
Other provisions include management’s best estimate of
restructuring, employment related costs and other claims.
Any reimbursement that the Group is virtually certain to
collect from a third party with respect to the obligation
is recognised as a separate asset. However, this asset
may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic
resources as a result of present obligations is not
probable. Such situations are disclosed as contingent
liabilities unless the outflow of resources is remote.
Leases
The Group assesses whether a contract is or contains
a lease, at inception of the contract. Lease liabilities
are measured at the present value of the contractual
payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate
implicit in the lease unless (as is typically the case) this
is not readily determinable, in which case the Group’s
incremental borrowing rate on commencement of
the lease is used. Variable lease payments are only
included in the measurement of the lease liability if they
depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable
element will remain unchanged throughout the lease
term. Other variable lease payments such as revenue
linked property leases are expensed in the period to
which they relate.
On initial recognition, the carrying value of the lease
liability also includes:
• amounts expected to be payable under any residual
value guarantee;
• the exercise price of any purchase option granted
in favour of the Group if it is reasonably certain that
the option will be exercised; and
• any penalties payable for terminating the lease, if
the term of the lease has been estimated on the
basis of the termination option being exercised.
Subsequent to initial measurement lease liabilities
increase as a result of interest charged at the effective
rate on the balance outstanding and are reduced for
lease payments made.
FRASERS GROUP PLC ANNUAL REPORT 2022
128

Right-of-use assets are initially measured at the amount
of the lease liability, reduced for any lease incentives
(payments made by a lessor to a lessee associated
with a lease, or the reimbursement or assumption by a
lessor of costs of a lessee) received or impairment, and
increased for:
• lease payments made at or before commencement
of the lease;
• initial direct costs incurred; and
• the amount of any provision recognised where
the Group is contractually required to dismantle,
remove or restore the leased asset, providing it
meets the Group’s property, plant and equipment
capitalisation policy.
When an indication of impairment is identified,
right-of-use assets are tested for impairment in
accordance with IAS 36 by comparing the recoverable
amount (higher of value in use and fair value less costs
of disposal) with its carrying amount. The right-of-use
assets are presented within property, plant and
equipment in the consolidated Balance Sheet.
Subsequent to initial measurement, right-of-use
assets are amortised on a straight-line basis over the
remaining term of the lease or over the remaining
economic life of the asset if this is judged to be shorter
than the lease term.
When the Group revises its estimate of the term of
any lease (because, for example, it re-assesses the
probability of a lessee extension or termination option
being exercised), it adjusts the carrying amount of the
lease liability to reflect the payments to make over the
revised term, which are discounted at a revised discount
rate. The carrying value of lease liabilities is revised using
the original discount rate when the variable element of
future lease payments dependent on a rate or index is
revised. In both cases an equivalent adjustment is made
to the carrying value of the right-of-use asset, with
the revised carrying amount being amortised over the
remaining (revised) lease term.
When the Group renegotiates the contractual terms of
a lease with the lessor, the accounting depends on the
nature of the modification:
• if the renegotiation results in one or more
additional assets being leased for an amount
commensurate with the standalone price for the
additional rights-of-use obtained, the modification
is accounted for as a separate lease in accordance
with the above policy
• in all other cases where the renegotiation increases
the scope of the lease (whether that is an extension
to the lease term, or one or more additional assets
being leased), the lease liability is remeasured using
the discount rate applicable on the modification
date, with the right-of use asset being adjusted by
the same amount
• if the renegotiation results in a decrease in the
scope of the lease, both the carrying amount of the
lease liability and right-of-use asset are reduced
by the same proportion to reflect the partial or
full termination of the lease with any difference
recognised in profit or loss. The lease liability is
then further adjusted to ensure its carrying amount
reflects the amount of the renegotiated payments
over the renegotiated term, with the modified lease
payments discounted at the rate applicable on the
modification date. The right-of-use asset is adjusted
by the same amount.
Sale and leaseback
On entering into a sale and leaseback transaction
the Group determines whether the transfer of the
assets qualifies as a sale (satisfying a performance
obligation in IFRS 15 ‘Revenue from Contracts with
Customers’). Where the transfer is a sale and providing
the transaction is on market terms then the previous
carrying amount of the underlying asset is split between:
• a right-of-use asset arising from the leaseback
(being the proportion of the previous carrying
amount of the asset that relates to the rights
retained), and
• the rights in the underlying asset retained by the
buyer-lessor at the end of the leaseback.
The Group recognises a portion of the total gain or loss
on the sale. The amount recognised is calculated by
splitting the total gain or loss into:
• an unrecognised amount relating to the rights
retained by the seller-lessee, and
• a recognised amount relating to the
buyer-lessor’s rights in the underlying asset at the
end of the leaseback.
The leaseback itself is then accounted for under IFRS 16.
Rental income from operating leases where the Group
acts as a lessor is recognised on a straight-line basis over
the term of the relevant lease.
Treasury Shares
The purchase price of the Group’s own shares that
it acquires is recognised as ‘Treasury shares’ within
equity. When shares are transferred out of treasury
the difference between the market value and the
average purchase price of shares sold out of treasury is
transferred to retained earnings.
FRASERS GROUP PLC ANNUAL REPORT 2022
129

Employee Benefit Trust
An Employee Benefit Trust has been established for the
purposes of satisfying certain share-based awards. The
Group has ‘de-facto’ control over the special purpose
entity. This Trust is fully consolidated within the accounts.
The cost of shares acquired by the Sports Direct
Employee Benefit Trust is recognised within ‘Own Share
reserve’ in equity.
Share-Based Payments
The Group issues equity-settled share-based payments
to certain Directors and employees. These are measured
at fair value at the date of grant, which is expensed to
the consolidated Income Statement on a straight-line
basis over the vesting period, with the corresponding
credit going to equity.
Non-market vesting conditions are not taken into
account in determining grant date fair value. Instead,
they are taken into account by adjusting the number of
equity instruments to vest. At the end of each reporting
period the Group revises its estimates of the number
of options that are expected to vest based on the non
market vesting and service conditions. Any revisions, if
any, are recognised in profit and loss with an adjustment
to equity.
Fair value is calculated using an adjusted form of
the Black-Scholes model which includes a Monte
Carlo simulation model that takes into account the
exercise price, the term of the option, the impact of
dilution (where material), the share price at grant date
and the expected price volatility of the underlying
share, the expected dividend yield, and the risk-free
interest rate for the term of the scheme. The expected
staff numbers used in the model has been adjusted,
based on management’s best estimate, for the
effects of non-transferability, exercise restrictions, and
behavioural considerations.
For cash-settled share-based payment transactions, the
Group measures the services received and the liability
incurred at the fair value of the liability. Until the liability
is settled, the Group remeasures the fair value of the
liability at the end of each reporting period and at
the date of settlement, with any changes in fair value
recognised in the Income Statement for the period.
The credit for the share based payment charge does
not equal the charge per the Income Statement as it
excludes amounts recognised in the Balance Sheet in
relation to the expected national insurance contributions
for the shares.
Equity Instruments
An equity instrument is any contract that evidences
a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments issued
by the Group are recorded at the proceeds received, net
of any direct issue costs.
Foreign Currencies
The presentational currency of the Group is sterling. The
functional currency of the Company is also sterling.
Foreign currency transactions are translated into sterling
using the exchange rates prevailing on the dates of the
transactions. Exchange differences of the Company
arising on the settlement of monetary items, and on
the retranslation of monetary items, are included in the
Income Statement for the period.
Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included
in the Income Statement for the period except for
differences arising on the retranslation of non-monetary
items in respect of which gains and losses are
recognised in other comprehensive income. for such
non-monetary items, any exchange component of
that gain or loss is also recognised directly in other
comprehensive income. Monetary assets and liabilities
denominated in foreign currencies are translated at
the rate of exchange ruling at the balance sheet date.
Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Non-monetary items that are held at valuation are
translated at the foreign exchange rate at the date of
the valuation.
On consolidation, the assets and liabilities of foreign
operations which have a functional currency other than
sterling are translated into sterling at foreign exchange
rates ruling at the balance sheet date. The revenues
and expenses of these subsidiary undertakings are
translated at average rates applicable in the period. All
resulting exchange differences are recognised in other
comprehensive income and documented in a separate
component of equity.
When a foreign operation is sold, the cumulative
exchange differences that have been recognised as
a separate component of equity are reclassified from
equity to the Income Statement when the disposal
is recognised.
In order to mitigate its exposure to certain foreign
exchange risks, the Group enters into forward and option
contracts (see Chief Executive’s Report and Business
Review and the cash flow hedging accounting policy).
Dividends
Dividends are recognised as a liability in the Group’s
Financial Statements and as a deduction from equity in
the period in which the dividends are declared. Where
such dividends are proposed subject to the approval of
shareholders, the dividends are regarded as declared
once shareholder approval has been obtained and they
are no longer at the discretion of the Company.
FRASERS GROUP PLC ANNUAL REPORT 2022
130

Materiality
In preparing the Financial Statements, the Board
considers both quantitative and qualitative factors in
forming its judgements, and related disclosures, and
are mindful of the need to best serve the interests of its
stakeholders and to avoid unnecessary clutter borne of
the disclosure of immaterial items.
In making this assessment the Board considers the
nature of each item, as well as its size, in assessing
whether any disclosure omissions or misstatements
could influence the decisions of users of the
Financial Statements.
Post-employment obligations
For defined benefit plans, obligations are measured at
discounted present value (using the projected unit credit
method) and plan assets are recorded at fair value.
The operating and financing costs of such plans are
recognised separately in the Group Income Statement
and actuarial gains and losses are recognised in the
Group statement of comprehensive income/(loss).
Payments to defined contribution schemes are
recognised as an expense when they fall due.
Share buybacks
Share buybacks are undertaken from time to time.
Shares purchased are typically held in as Treasury
shares at the total consideration paid or payable. The
Group also uses contingent share purchase contracts
and irrevocable closed period buyback programmes;
the obligation to purchase shares is recognised in
full at the inception of the contract, even when that
obligation is conditional on the share price. Any
subsequent reduction in the obligation caused by the
expiry or termination of a contract is credited back
to equity at that time. No gain or loss is recognised
on the purchase, sale, issue or cancellation of the
Group’s own equity instruments.
New Accounting Standards, Interpretations
and Amendments Adopted By The Group
The Group has not early adopted any new accounting
standard, interpretation or amendment that has been
issued but is not effective. The Group has applied for the
first time the following new standards:
• Interest Rate Benchmark Reform – Phase 2 –
amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16.
• COVID-19 related rent concessions beyond 30 June
2021 – amendment to IFRS 16.
• Configuration or Customisation Costs in a Cloud
Computing Arrangement (IAS 38 Intangible Assets) –
Agenda Paper 2.
• Amendments to IFRS 3, IAS 37, Annual improvements
cycle 2018-2020.
By adopting the above, there has been no material
impact on the Financial Statements.
International Financial Reporting
Standards (“Standards”) in Issue but not
Yet Effective
At the date of authorisation of these consolidated
Financial Statements, there are no standards in
issue from the International Accounting Standards
Board (“IASB”) or International Financial Reporting
Interpretations Committee (“IFRIC”) which are effective
for annual accounting periods beginning on or after
25 April 2022 that will have a material impact on these
Financial Statements.
2. CRITICAL ACCOUNTING
JUDGEMENTS AND
ESTIMATES
Climate Change
We have considered the potential impact of climate
change in preparing these financial statements.
Tackling climate change is a global imperative, measures
which support climate change initiatives and our
wider ESG agenda continue to be key components of
our strategic direction, supporting sustainability, the
broader social agenda and consumer choice. The risks
associated with climate change have been deemed to
be arising in the medium to long term, however we are
working to mitigate these risks as detailed within the
TCFD section of this annual report.
We have considered climate change as part of our
cash flow projections within going concern, impairment
assessments and viability, and the impact of climate
change is not deemed to have a significant impact on
these assessments currently and therefore they are not
deemed to be a key source of estimation uncertainty.
The Group will continue to monitor the impacts of
climate change over the coming years.
The critical accounting estimates and judgements made
by the Group regarding the future or other key sources
of estimation, uncertainty and judgement that may have
a significant risk of giving rise to a material adjustment
to the carrying values of assets and liabilities within the
next financial period are:
FRASERS GROUP PLC ANNUAL REPORT 2022
131

Critical Accounting Judgements
Determining Related Party Relationships
Management determines whether a related party
relationship exists by assessing the nature of the
relationship by reference to the requirements of IAS 24,
Related Party Disclosures. This is in order to determine
whether significant influence exists as a result of control,
shared directors or parent companies, or close family
relationships. The level at which one party may be
expected to influence the other is also considered for
transactions involving close family relationships.
Control and Significant Influence Over
Certain Entities
Under IAS 28 Investments in Associates and Joint
Ventures if an entity holds 20% or more of the voting
power of the investee, it is presumed that the entity has
significant influence, unless it can clearly demonstrate
that this is not the case. During the period the Group
has held greater than 20% of the voting rights of Studio
Retail Group Plc (Studio Retail Limited and certain
assets of Studio Retail Group Plc were acquired out of
administration during the period) and Mulberry Group
Plc, whereby management consider that the Group
does not have significant influence over these entities for
combinations of the following reasons:
• The Group does not have any representation on
the board of directors of the investee other than a
Frasers Group representative having an observer
role on the board of Studio Retail Group Plc before
it was acquired. Management have reviewed the
terms of the observer arrangement for the period
before acquisition and have concluded that this
did not give them the right to participate in or
influence the financial or operating decisions of
Studio Retail Group Plc. Studio Retail Group Plc
could terminate this arrangement at any time, and
could determine which parts of the Board meetings
the representative could be present at and what
information they were given access to. It should
be noted the Frasers Group representative did not
attend any board meetings in full or part during the
reporting period;
• There is no participation in decision making and
strategic processes, including participation in
decisions about dividends or other distributions;
• There have been no material transactions between
the entity and these investee companies;
• There has been no interchange of managerial
personnel;
• No non-public essential technical management
information is provided to the investee
In assessing the level of control that management have
over certain entities, management will consider the
various aspects that allow management to influence
decision making. This includes the level of share
ownership, board membership, the level of investment
and funding and the ability of the Group to influence
operational and strategic decisions and effect its returns
through the exercise of such influence. If management
were to consider that the Group does have significant
influence over these entities then the equity method
of accounting would be used and the percentage
shareholding multiplied by the results of the investee in
the period would be recognised in profit or loss.
The Group holds 49% of the share capital of Four
(Holdings) Limited which is accounted for as an
associate using the equity method. The Group does
not have any representation on the board of directors
and no participation in decision making about relevant
activities such as establishing operating and capital
decisions, including budgets, appointing or remunerating
key management personnel or service providers and
terminating their services or employment. However, in
prior periods the Group has provided Four (Holdings)
Limited with a significant loan. At the reporting date, the
amount owed by Four (Holdings) Limited for this loan
totalled £60.0m (£21.6m net of amounts recognised in
respect of loss allowance). The Group is satisfied that
the existence of these transactions provides evidence
that the entity has significant influence over the investee
but in the absence of any other rights, in isolation it is
insufficient to meet the control criteria of IFRS 10, as the
Group does not have power over Four (Holdings) Limited.
FRASERS GROUP PLC ANNUAL REPORT 2022
132

Cash Flow Hedging
The Group uses a range of forward and option contracts
that are entered into at the same time, they are in
contemplation with one another and have the same
counterparty. A judgement is made in determining
whether there is an economic need or substantive
business purpose for structuring the transactions
separately that could not also have been accomplished
in a single transaction. Management are of the view
that there is a substantive distinct business purpose for
entering into the options and a strategy for managing
the options independently of the forward contracts.
The forward and options contracts are therefore not
viewed as one instrument and hedge accounting for the
forwards is permitted.
Under IFRS 9 in order to achieve cash flow hedge
accounting, forecast transactions (primarily Euro
denominated sales and USD denominated purchases)
must be considered to be highly probable. The hedge
must be expected to be highly effective in achieving
offsetting changes in cash flows attributable to the
hedged risk. The forecast transaction that is the subject
of the hedge must be highly probable and must present
an exposure to variations in cash flows that could
ultimately affect profit or loss. Management have
reviewed the detailed forecasts and growth assumptions
within them and are satisfied that forecasts in which
the cash flow hedge accounting has been based meet
the criteria per IFRS 9 as being highly probable forecast
transactions. Should the forecast levels not pass the
highly probable test, any cumulative fair value gains and
losses in relation to either the entire or the ineffective
portion of the hedged instrument would be recognised
in the Consolidated Income Statement.
Management considers various factors when
determining whether a forecast transaction is highly
probable. These factors include detailed sales and
purchase forecasts by channel, geographical area and
seasonality, conditions in target markets and the impact
of expansion in new areas. Management also consider
any change in alternative customer sales channels that
could impact on the hedged transaction.
If the forecast transactions were determined to be
not highly probable and all hedge accounting was
discontinued, amounts in the Hedging reserve of up to
£55.3m (FY21: £11.5m) would be shown in Finance Income.
Recognition of Defined Benefit
Pension Surplus
At 24 April 2022, the Group section of the Findel Group
Pension Fund (of which Studio Retail Limited is the
sponsoring employer) showed a surplus of £2.2m. This
surplus has been recognised in the Group’s consolidated
balance sheet. In recognising the surplus, management
exercised judgement as to whether Studio Retail Limited
(as sponsoring employer) has an unconditional right to
benefit from any pension surplus at some point in the
future (through refunds of surplus or reductions in future
contributions), in accordance with the requirements of
IFRIC 14. Management concluded that this was the case.
Key Estimates
Provision for Obsolete, Slow Moving or
Defective Inventories
The Directors have applied their knowledge and
experience of the retail industry in determining the level
and rates of provisioning required in calculating the
appropriate inventory carrying values. Specific estimates
and judgements applied in relation to assessing the
level of inventory provisions required are considered in
relation to the following areas:
A. Continuity inventory
B. Seasonal inventory lines – specifically seasons that
have now finished
C. Third party versus own brand inventory
D. Ageing of inventory
E. Sports Retail or Premium Lifestyle
F. Local economic conditions
G. Divisional specific factors
H. Increased cost of inventory and lower margins with
the devaluation of the Pound
I. Over-stock and out of season inventory as a result of
macro-economic factors
Provision estimates are forward looking and are formed
using a combination of factors including historical
experience, management’s knowledge of the industry,
group discounting, sales pricing protocols and the
overall assessment made by management of the risks
in relation to inventory. Management use a number of
internally generated reports to monitor and continually
re-assess the adequacy and accuracy of the inventory
provision. The additional cost of repricing inventory
and handling charges in relation to relocating inventory
(tunnelling) are considered in arriving at the appropriate
percentage provision. The assessment involves
significant estimation uncertainty, therefore in order
to check that the assumptions applied remain valid,
management produces a range of outcomes and the
provision is set within this range.
FRASERS GROUP PLC ANNUAL REPORT 2022
133

Key assumptions used to create the estimates are:
• Discounting – Based on historical experience and
managements anticipated future discounting
including the continuing impact of the pandemic,
Brexit, global supply chain challenges and
macro-economic factors
• Tunnelling – Cost of handling stock for reworking
and repacking
• Repricing – Labour cost associated with repricing
units of stock
• Shrinkage – Stock lost through damage and theft
Total Group inventory provision at 24 April 2022 is
15.2% (FY21: 16.6%) of gross inventory. A 1% change
in the provision as a percentage of gross inventory
would impact profit before tax by approx. £15.5m (FY21:
£13.2m). Management do not consider it appropriate to
disclose sensitivities for key assumptions in isolation as
in practice changes in one assumption would lead to an
offset in another.
Property Related Provisions
Property related estimates and judgements are
continually evaluated and are based on historical
experience, external advice and other factors, including
expectations of future events that are believed to be
reasonable under the circumstances.
Dilapidations
The Group provides for its legal responsibility for
dilapidation costs following advice from chartered
surveyors and previous experience of exit costs
(including strip out costs and professional fees).
Management use a reference estimate of £100,000
(FY21: £100,000) for large leasehold stores, £50,000 (FY21:
£50,000) for smaller leasehold stores (£25,000 per store
for Game UK and Game Spain stores) and $/€50,000
(FY21: $/€50,000) for non-UK stores. Management do
not consider these costs to be capital in nature and
therefore dilapidations are not capitalised, except for
in relation to the sale and leaseback of Shirebrook for
which a material dilapidations provision was capitalised
in FY20.
A 10% increase in dilapidation cost per store would
result in an approx. £8.5m (FY21: £8.0m) reduction in
profit before tax.
Other Provisions
Provisions are made for items where the Group has
identified a present legal or constructive obligation
arising as a result of a past event, it is probable that
an outflow of resources will be required to settle the
obligation and a reliable estimate can be made of the
amount of the obligation.
Legal and regulatory provisions relate to management’s
best estimates of provisions required for legal and
regulatory claims and ongoing non-UK tax enquiries.
Other provisions relate to management’s best estimates
of provisions required for restructuring, employment and
commercial. Where applicable these are inclusive of any
estimated penalties, interest and legal costs.
In relation to the non-UK tax enquiries management
have made a judgement to consider all claims
collectively, applying the following key estimates to the
gross amounts (excluding re-imbursement assets):
• 10% penalty (FY21: 10%). A 5% increase to 15%
would result in approx. £6.5m increase in the
provision (FY21: approx. £6.5m increase).
• 3% interest on the liability (FY21: 3%). A 1% increase
to 4% would result in approx. £14m increase in the
provision (FY21: approx. £11.5m increase).
Management are satisfied that the judgement to
consider all claims collectively is the only reasonable
approach because they are all dependant on the
outcome of a court ruling on the interpretation of the
non-UK tax enquiries. Management are satisfied that
with regard to timing, a reasonable range of outcomes
are all greater than one year and so are satisfied with
including the provisions as non-current.
Detailed disclosures and sensitivities with regards to
financial services related provisions can be found in
note 29.
Other Receivables and Amounts Owed by
Related Parties
Other receivables and amounts owed by related
parties are stated net of provision for any impairment.
Management have applied estimates in assessing the
recoverability of working capital and loan advances
made to investee companies. Matters considered
include the relevant financial strength of the underlying
investee company to repay the loans, the repayment
period and underlying terms of the monies advanced,
forecast performance of the underlying borrower, and
where relevant, the Group’s intentions for the companies
to which monies have been advanced. Management
have applied a weighted probability to certain potential
repayment scenarios, with the strongest weighting given
to expected default after two years.
FRASERS GROUP PLC ANNUAL REPORT 2022
134

Impairment of Assets
A. IFRS 16 right-of-use assets and associated plant and equipment
IFRS 16 defines the lease term as the non-cancellable period of a lease together with the options to extend or
terminate a lease, if the lessee were reasonably certain to exercise that option. The Group will assess the likelihood
of extending lease contracts beyond the break date by taking into account current economic and market conditions,
current trading performance, forecast profitability and the level of capital investment in
the property.
IFRS 16 states that the lease payments shall be discounted using the lessee’s incremental borrowing rate where the
rate implicit in the lease cannot be readily determined. Accordingly, all lease payments have been discounted using
the incremental borrowing rate (IBR). The IBR has been determined by using a synthetic credit rating for the Group
which is used to obtain market data on debt instruments for companies with the same credit rating, this is split by
currency to represent each of the geographical areas the Group operates within and adjusted for the lease term.
The weighted average discount rates based on incremental borrowing rates used throughout the period across the
Group’s lease portfolio are shown below. The discount rate for each lease is dependent on lease start date, term
and location.
Lease Term UK Europe Rest of World
Up to 5 years 1.4% - 2.6% 0.8% - 1.0% 1.5% - 2.9%
Greater than 5 years and up to 10 years 2.2% - 3.2% 1.2% - 1.9% 2.4% - 4.1%
Greater than 10 years and up to 20 years 2.5% - 3.4% 1.4% - 2.2% 2.9% - 4.3%
Greater than 20 years
2.8% - 3.5% 1.7% - 2.5% 3.5% - 4.6%
The right of use assets are assessed for impairment
at each reporting period in line with IAS 36 to review
whether the carrying amount exceeds its recoverable
amount. For impairment testing purposes the Group
has determined that each store is a separate CGU. The
recoverable amount is calculated based on the Group’s
latest forecast cash flows which are then extrapolated
to cover the period to the break date of the lease taking
into account historic performance and knowledge of the
current market, together with the Group’s views on future
profitability of each CGU.
The key assumptions in the calculations are the sales
growth rates, gross margin rates, changes in the
operating cost base and the pre-tax discount rate
derived from the Group’s weighted average cost of
capital using the capital asset pricing model, the inputs
of which include a risk-free rate, equity risk premium
and a risk adjustment (Beta). Given the number of
assumptions used, the assessment involves significant
estimation uncertainty.
Impairments in the period have been recognised for the
amount of £115.9m (FY21: £174.9m) due to the ongoing
challenges in the retail sector on the forecast cash
flows of the CGU, including supply chain issues and the
anticipated cost of living squeeze on customers. This is
broken down as follows:
• £76.8m (FY21: £168.2m) against the right-of-use asset
(£50.7m UK Sports Retail segment, £9.5m Premium
Lifestyle segment, £15.6m European Retail segment,
and £1.0m Rest of the World Retail segment); and
• £39.1m (FY21: £6.7m) against plant and equipment
(£28.7m UK Sports Retail segment, £10.4m Premium
Lifestyle segment).
The key assumptions, which are equally applicable to
each CGU, in the cash flow projections used to support
the carrying amount of the right of use asset are
consistent with the cashflow projections for the Freehold
land and Buildings impairment assessment.
In line with IAS 36 Impairment of Assets, management
have considered whether any amounts should be
recognised for the reversal of prior period impairment
losses with £nil (FY21: £nil) being recognised in the period.
FRASERS GROUP PLC ANNUAL REPORT 2022
135

A sensitivity analysis has been performed in respect of sales, margin and the new store exemption as these are
considered to be the most sensitive of the key assumptions:
Forecast: Impact of change in assumption: Impairment increase / (decrease) (£'m)
Sales decline year 1
10% improvement
to 0%
(21.8)
Sales decline year 1
10% reduction
to 20%
17.9
Existing gross margin year 1 > 40% 100bps - improvement (4.2)
Existing gross margin year 1 > 40%
100bps - reduction 2.7
New store exemption
(1)
Change from
1 to 2 years
(27.2)
Operating costs increase year 1
Change from
6% to 10%
3.9
(1) Stores which have been open for less than one year are not reviewed for impairment.
B. Freehold land and buildings, long-term leasehold, investment property and associated plant
and equipment
Freehold land and buildings and long-term leasehold assets are assessed at each reporting period for whether there is
any indication of impairment in line with IAS 36.
An asset is impaired when the carrying amount exceeds its recoverable amount. IAS 36 defines recoverable
amount as the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use,
the Group has determined that each store is a separate CGU.
Impairments in the period have been recognised in the amount of £111.1m (FY21: £117.9m) due to the ongoing
challenges in the retail sector on the forecast cash flows of the CGU. This is broken down as follows:
• £106.5m (FY21: £84.4m) against freehold land and buildings (£19.8m UK Sports Retail segment, £83.4m Premium
Lifestyle segment, £2.1m European Retail segment, and £1.2m Rest of World Retail segment);
• £2.0m (FY21: £3.9m) against long-term leasehold (£2.0m UK Sports Retail segment);
• £1.6m (FY21: £29.0m) plant and equipment (£1.2m UK Sports Retail segment, £0.2m Premium Lifestyle segment,
£0.2m European Retail segment); and
• £1.0m (FY21: £0.6m) investment property (all UK Sports Retail segment).
In line with IAS 36 Impairment of Assets, management have considered whether any amounts should be recognised
for the reversal of prior period impairment losses with £nil (FY21: £nil) being recognised in the period.
Value In Use (VIU)
The value in use is calculated based on a five year cash flow projections. These are formulated by using the Group’s
forecast cash flows of each individual CGU, taking into account historic performance of the CGU, and then adjusting
for the Group’s current views on future profitability of each CGU. The key assumptions in the calculations are the sales
growth rates, gross margin rates, changes in the operating cost base and the pre-tax discount rate derived from the
Group’s weighted average cost of capital using the capital asset pricing model, the inputs of which include a risk-free
rate, equity risk premium and a risk adjustment (Beta). Given the number of assumptions used, the assessment involves
significant estimation uncertainty.
The key assumptions, which are equally applicable to each CGU, in the cash flow projections used to support the
carrying amount of the freehold land and buildings were as follows:
Key assumptions Year 1 Year 2 Year 3 Year 4 Year 5
Sales decline -10% -5% -4% -3% -2%
Existing gross margin > 40% -200bps -175bps -150bps -125bps -100bps
Operating costs increase per annum 6% 3% 3% 3% 3%
Discount rate
7.5% 7.5% 7.5% 7.5% 7.5%
Terminal growth rate of 2%
A sensitivity analysis has been performed in respect of sales and margin as these are considered to be the most
sensitive of the key assumptions.
FRASERS GROUP PLC ANNUAL REPORT 2022
136

Forecast: Impact of: Impairment increase / (decrease) (£'m)
Sales year 1
10% improvement
to 0%
(16.8)
Sales year 1
10% reduction
to 20%
25.5
Existing gross margin year 1
> 40%
100bps - improvement (5.2)
Existing gross margin year 1
> 40%
100bps - reduction 6.7
Operating costs increase year 1
Change from
6% to 10%
9.1
Fair value less costs of disposal
For those CGUs where the value in use is less than the carrying value of the asset, the fair value less costs of disposal
has been determined using both external and internal market valuations. This fair value is deemed to fall in to Level
3 of the fair value hierarchy as per IFRS 13. The property portfolio consists of vacant, Frasers Group occupied and
third party tenanted units, one property can include all three types. The following valuation methodology has been
adopted for each:
Scenario Valuation methodology Key assumptions
Vacant units Estimated Rental Value (ERV) and suitable reversionary yield applied
to reflect the market to generate a net capital value. A deduction to
the capital value generated is then made based on the void period
with applicable rates payable for the unit and rent-free incentive.
Void period and rent free band – two bands
applied depending on circumstances:
• 1 year void, 2 years rent free; or
• 2 years void, 3 years rent free.
Yield bands – ranging from 5.5% - 14.0%
Frasers Group occupied Will be assumed the unit is vacant given there is no legally
binding inter-company agreement in place. Therefore, a void
and rent free incentive period assumed, the cost amount then
deducted from the capital value generated by the ERV and
reversionary yield. Although we consider the commercial reality
is that fair value less costs to sell will be higher than vacant
possession this very conservative assumption is in line with both
technical accounting rules and that of our management experts.
Void period and rent free band – two bands
applied depending on circumstances:
• 1 year void, 2 years rent free; or
• 2 years void, 3 years rent free.
Yield bands – ranging from 5.5% - 14.0%
Third party tenanted An ERV is applied using a percentage band on the passing rent. An
appropriate reversionary yield is applied reflecting the risk of tenant
and renewal to generate a capital value. This will also provide a net
initial yield based off the current passing rent.
ERV is applied reflecting the market for the
applicable unit. An appropriate reversionary yield is
applied reflecting the risk of tenant and renewal to
generate a capital value. This will also provide a net
initial yield based off the current passing rent.
A 10% increase in the market valuation amounts used in the impairment calculations would result in a decrease in
impairment of £5.0m (FY21: £7.5m).
The total recoverable amount of the assets that were impaired at the period end was £105.9m (FY21: £170.0m), with
£47.3m (FY21: £87.0m) of this being based on their fair value less costs of disposal and £58.6m (FY21: £83.0m) being
based on their value in use.
FRASERS GROUP PLC ANNUAL REPORT 2022
137

Credit Customer Receivables
Studio Retail Limited’s credit customer receivables are
recognised on balance sheet at amortised cost (i.e. net
of provision for expected credit loss). At 24 April 2022,
trade receivables with a gross value of £372.7m were
recorded on the balance sheet, less a provision for
impairment of £138.5m.
Fair value considerations
Management has concluded that the fair value of trade
receivables acquired broadly equated to their book
value and therefore that the difference on a go-forward
basis will not be material given that the nature of the
loan product offered (a revolving credit account) means
that the portfolio has a relatively short life (i.e. loans
with customers are repaid and replaced with fresh
loans under the revolving account). As a result of this,
management has concluded that it is appropriate to
recognise the trade receivables portfolio at the gross
book value less associated expected credit losses
(calculated by Studio Retail Limited) at acquisition, and
to apply the accounting policies for expected credit loss
that were in place at the point of the acquisition in the
Studio business on a go-forward basis.
Expected credit loss
An appropriate allowance for expected credit loss in
respect of trade receivables is derived from estimates
and underlying assumptions such as the Probability
of Default and the Loss Given Default, taking into
consideration forward looking macro-economic
assumptions. The assessment involves significant
estimation uncertainty. Changes in the assumptions
applied such as the value and frequency of future debt
sales in calculating the Loss Given Default, and the
estimation of customer repayments and Probability
of Default rates, as well as the weighting of the
macro-economic scenarios applied to the impairment
model could have a significant impact on the carrying
value of trade receivables. These assumptions are
continually assessed for relevance and adjusted
appropriately. Revisions to estimates are recognised
prospectively. Sensitivity analysis is given in note 23.
Post model adjustment
The impairment model was not designed to take into
account changes to customer payment and default
performance arising as a result of the current cost
of living crisis where levels of price inflation greatly
exceed income growth, as the existing model uses
unemployment rates as the principal determinant
in considering forward looking macro-economic
assumptions.
It is our expectation that SRL’s customer base has seen
and will continue to see a significant reduction in real
earnings as a result of the current cost of living crisis,
and that this will adversely impact payment and arrears
performance. It is also management’s view that these
anticipated impacts are not adequately reflected in
the output of the impairment model. Judgement has
therefore been exercised in applying a post model
adjustment of £40.0m to the output of the impairment
model in arriving at the provision. This adjustment was
included in the credit customer receivables provision
on acquisition of SRL and has been retained at period
end as this reflects management’s best estimate based
on the information available to them. The post model
adjustment was formulated based on an assessment
of the anticipated length of the cost of living crisis,
anticipated changes to default behaviour over that time
horizon, and credit bureau data assessing the level of
customer indebtedness.
The purpose of the post model adjustment is to ensure
that the probability weighted macroeconomic scenarios
adequately reflect the risks to customer payment and
default performance described above.
FRASERS GROUP PLC ANNUAL REPORT 2022
138

In arriving at the £40.0m estimate, a number of macro-economic scenarios were modelled based on the
considerations noted above and a probability weighting was applied to each scenario as follows:
Scenario Qualitative explanation
Probability weighting
applied
Upside Although real incomes are under pressure, households spend freely on hospitality, holidays and
entertainment, given the savings they’ve accumulated over the last 2 years, throughout the pandemic.
Those that were struggling before high inflation are likely experiencing financial difficulty. The
expectation is that the cost-of-living crisis is shorter under this scenario at between 12 and 18 months.
20%
Baseline The cost-of-living crisis intensifies with real incomes expected to be much lower in 2022 than they were
in 2021. The continued war in Ukraine puts prolonged pressure on global markets keeping inflation high,
with the expectation inflation will continue to rise throughout 2022. The longevity of the cost-of-living
crisis is assumed to last over 2 years.
60%
Downside The economy underperforms and the UK goes into a recession. The Bank of England continue to try
to address inflationary pressures with regular increases in base rate, pushing more households into
financial difficulty. Higher costs in Manufacturing and other sectors most exposed to the conflict in
Ukraine see a wave of insolvencies and subsequently an increase in unemployment. The impact is
expected to last up to 3 years.
10%
Stress The conflict in Ukraine escalates and economic sanctions damage western economies. With continued
labour shortages and problems in supply-chains, this perfect storm of shock sees inflation rise sharply. As
well as the impact on real incomes, the rise in inflation unsettles markets and leads to a crash in asset
values. Whilst not explicitly modelled this scenario would also cover another emerging Covid-19 variant,
more resistant to vaccines leading to a severe outcome and further lockdowns. The impact is expected to
last over 3 years.
10%
We note that the unprecedented level of uncertainty around the cost of living and the UK economy as a whole,
and the impact this will have on Studio’s customer base, will continue cause challenges in assessing bad debt on a
forward-looking basis.
£9.1m of the trade receivables acquired were categorised as Stage 3 by Studio and would likely meet the Group’s
definition of purchased credit-impaired (“POCI”). On the basis of materiality, and that the loans would attract a
lifetime ECL allowance whether categorised as Stage 3 or POCI, we have chosen to continue to apply Studio’s
classification and measurement of these loans as Stage 3 in the consolidated financial statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
139

3. FINANCIAL RISK
MANAGEMENT
The Group’s current activities result in the following
financial risks and set out below are management’s
responses to those risks in order to minimise any
resulting adverse effects on the Group’s financial
performance.
Foreign Exchange Risk
The Group is exposed to foreign exchange risk
principally via:
A. Transactional exposure from the cost of future
purchases of goods for resale, where those
purchases are denominated in a currency other than
the functional currency of the purchasing company.
Transactional exposures that could significantly
impact the income statement are hedged. These
exposures are hedged via forward foreign currency
contracts which are designated as cash flow hedges.
The notional and fair value of these contracts is
shown in note 30;
B. Transactional exposure from the sale of goods,
where those sales are denominated in a currency
other than the functional currency of the selling
company. Transactional exposures that could
significantly impact the income statement are
hedged. These exposures are hedged via forward
foreign currency contracts which are designated
as cash flow hedges. The notional and fair value of
these contracts is shown in note 30;
C. Loans to non-UK subsidiaries. These are hedged
via foreign currency transactions and borrowings
in matching currencies, which are not formally
designated as hedges, as gains and losses on
hedges and hedged loans will naturally offset; and
D. The Group uses currency options, swaps and spots
for more flexibility against cash flows that are less
than highly probable and therefore do not qualify
for hedge accounting under IFRS 9 Financial
Instruments. Exposures in respect of written
options to sell Euros or buy USD are explained in
the Financial Review. These are not hedged and
movements in fair value could significantly impact
the Income Statement in future periods. See note 30.
Interest Rate Risk
The Group has net borrowings, which are principally
at floating interest rates linked to bank base rates
or SONIA. The Group uses interest rate financial
instruments to hedge its exposure to interest rate
movements using interest rate swaps although hedge
accounting is not applied. The Group regularly monitors
and reacts accordingly to any exposure to fluctuations in
interest rates and the impact on its monetary assets
and liabilities.
Credit Risk
The Directors have a credit policy in place and the
exposure to credit risk is monitored on an ongoing
basis. Credit evaluations are performed on all customers
requiring credit over a certain amount. The Group does
not require collateral in respect of financial assets.
At each balance sheet date, there were no significant
concentrations of credit risk. The maximum exposure to
credit risk is represented by the carrying amount of each
financial asset in the balance sheet.
Investments of cash surpluses, borrowings and derivative
instruments are made through banks and companies
which must fulfil credit rating and investment criteria
approved by the Board.
Liquidity Risk
The Group has sufficient liquid resources to manage
the operating requirements of the business and it does
this through utilisation of its revolving credit facilities
together with equity and retained profits thereby
achieving continuity of funding and short-term flexibility,
while keeping interest to a minimum.
Management regularly review forecasts to ensure there
is adequate headroom on the facilities and to ensure the
Group is operating within its financial covenants.
FRASERS GROUP PLC ANNUAL REPORT 2022
140

Price Risk
The Group is exposed to price risk in respect of
its long term financial assets (in relation to listed
company shares).
The price risk relates to volatility in the market, and
how other comprehensive income and equity would
have been affected by changes in market risk that were
reasonably possible at the reporting date. If the quoted
stock price for these securities increased or decreased,
other comprehensive income and equity would have
changed. The listed securities are classified as long term
investments at fair value through other comprehensive
income so there would be no effect on profit or loss.
The investments in listed equity securities (long-term
financial assets) are considered medium to long-term
strategic investments. In accordance with the Group’s
policies, no specific hedging activities are undertaken in
relation to these investments.
Capital Management
A description of the Group’s objectives, policies and
processes for managing capital are included in note 30.
4. SEGMENTAL ANALYSIS
Management has determined to present its segmental
disclosures consistently with the presentation in the 2021
Annual Report. Management considers operationally
that the UK Retail divisions (UK Sports Retail and
Premium Lifestyle) are run as one business unit in terms
of allocating resources, inventory management and
assessing performance. Under IFRS 8 we have not at
this reporting date met the required criteria with enough
certainty to aggregate these operating segments. We
will continually keep this under review at subsequent
reporting dates. We continue to monitor the impacts
of Covid-19, Brexit, and the continued uncertainties
this has brought relating to the political and economic
environments, and market and currency volatility in
the countries we operate in. European countries have
been identified as operating segments and have
been aggregated into a single operating segment as
permitted under IFRS 8. The decision to aggregate
these segments was based on the fact that they each
have similar economic characteristics, similar long-term
financial performance expectations, and are similar in
each of the following respects:
• The nature of the products;
• The type or class of customer for the products; and
• The methods used to distribute the products.
In accordance with paragraph 12 of IFRS 8 the Group’s
operating segments have been aggregated into the
following reportable segments:
1. UK Retail:
i. UK Sports Retail - includes core sports retail
store operations in the UK, plus all the Group’s
sports retail online business (excluding Bob’s
Stores, Eastern Mountain Sports, Malaysia
and Baltics), the gyms, the Group’s Shirebrook
campus operations, freehold property owning
companies excluding Premium Lifestyle
fascia properties, GAME UK stores and
online operations, Studio Retail Limited (from
acquisition on 24 February 2022) and retail
store operations in Northern Ireland.
ii. Premium Lifestyle – includes the results of the
premium and luxury retail businesses Flannels,
Cruise, van mildert, Jack Wills, House of Fraser
and Sofa.com along with related websites, and
freehold property owning companies where
trading is purely from Premium Lifestyle fascias.
2. European Retail - includes all the Group’s sports
retail stores, management and operations in Europe
including the Group’s European Distribution Centres
in Belgium and Austria, European freehold property
owning companies, as well as GAME Spain stores
and Baltics online.
3. Rest of World Retail – includes the results of US
based retail activities, Asia based retail activities
along with their e-commerce offerings.
4. Wholesale & Licensing – includes the results of
the Group’s portfolio of internationally recognised
brands such as Everlast, Karrimor, Lonsdale
and Slazenger.
It is management’s current intention to run the Group
as four operating segments being UK Retail (including
UK Sports Retail and Premium Lifestyle), European
Retail, Rest of World Retail and Wholesale & Licensing.
Management is satisfied that the UK Sports Retail and
Premium Lifestyle will meet the criteria permitted under
IFRS 8 to aggregate as one segment in due course.
The FY21 numbers have been re-categorised due to
changes in the reporting segments, with freehold
property owning companies where trading is purely
from Premium Lifestyle fascias being moved from UK
Sports Retail to Premium Lifestyle. Adjustments for IFRS
16, which were previously reported as a reconciling
item, have been included within Operating profit before
foreign exchange, exceptional items and property and
other related impairments to be consistent with the
presentation adopted for FY22.
FRASERS GROUP PLC ANNUAL REPORT 2022
141

Segmental information for the 52 weeks ended 24 April 2022:
UK Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale &
Licensing Eliminations
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Sales to external customers
2,640.1 1,056.6 3,696.7 790.2 150.3 4,637.2 168.1 - 4,805.3
Sales to other segments
- - - - - - 80.1 (80.1) -
Revenue
2,640.1 1,056.6 3,696.7 790.2 150.3 4,637.2 248.2 (80.1) 4,805.3
Gross profit
1,136.8 474.8 1,611.6 337.3 76.7 2,025.6 63.1 - 2,088.7
Operating profit before foreign
exchange, exceptional items
and property and other related
impairments
289.4 124.0 413.4 109.8 34.4 557.6 6.9 - 564.5
Exceptional items
(1.3) - (1.3) - - (1.3) - - (1.3)
Property and other
related impairments
(103.4) (103.5) (206.9) (17.9) (2.2) (227.0) - - (227.0)
Realised foreign exchange loss
(1.1) (0.1) (1.2) (2.9) (0.8) (4.9) (0.9) - (5.8)
Operating profit
183.6 20.4 204.0 89.0 31.4 324.4 6.0 - 330.4
Investment income
43.8 - 43.8 - - 43.8 - - 43.8
Investment costs
(19.7) - (19.7) - - (19.7) - - (19.7)
Finance income
(1)
36.8 - 36.8 1.0 1.0 38.8 - (8.5) 30.3
Finance costs
(1)
(42.8) (10.0) (52.8) (4.4) (0.5) (57.7) - 8.5 (49.2)
Profit before taxation
201.7 10.4 212.1 85.6 31.9 329.6 6.0 - 335.6
Taxation
(78.7)
Profit for the period
256.9
(1) Includes inter-company related finance income in UK Sports Retail and the equivalent finance cost in Premium Lifestyle that eliminates on consolidation.
Following the acquisition of Studio Retail Limited, sales to external customers includes credit account interest of £18.2m,
and gross profit includes impairment losses on credit customer receivables of £13.3m, both of which are recognised in
the UK Sports segment. The gain on bargain purchase arising from the acquisition of Studio Retail Limited of £4.8m
(see note 32) has been recognised in gross profit in the UK Sports segment.
Other segment items included in the income statement for the 52 weeks ended 24 April 2022:
UK Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale &
Licensing
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Property, plant & equipment depreciation
122.2 22.9 145.1 20.2 2.4 167.7 1.3 169.0
Property, plant & equipment impairment
51.7 94.0 145.7 2.3 1.2 149.2 - 149.2
IFRS 16 ROU depreciation
47.8 6.4 54.2 19.9 3.1 77.2 0.4 77.6
IFRS 16 ROU impairment
50.7 9.5 60.2 15.6 1.0 76.8 - 76.8
Investment property depreciation
5.9 - 5.9 - - 5.9 - 5.9
Investment property impairment
1.0 - 1.0 - - 1.0 - 1.0
IFRS 16 disposal and modification/remeasurement
of lease liabilities
14.2 3.9 18.1 9.2 1.0 28.3 - 28.3
Intangible amortisation
1.0 - 1.0 - - 1.0 6.5 7.5
Intangible impairment
1.3 - 1.3 - - 1.3 4.4 5.7
FRASERS GROUP PLC ANNUAL REPORT 2022
142

Information regarding segment assets and liabilities as at 24 April 2022 and capital expenditure for the 52 weeks
then ended:
UK Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale &
Licensing Eliminations
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Total assets
4,161.9 1,002.1 5,164.0 485.5 84.4 5,733.9 349.7 (1,940.9) 4,142.7
Total liabilities
(2,908.9) (1,098.9) (4,007.8) (681.4) 7.6 (4,681.6) (93.4) 1,940.9 (2,834.1)
Tangible asset additions
228.1 63.6 291.7 29.4 1.3 322.4 0.8 - 323.2
Right of use asset additions
27.8 25.0 52.8 43.0 4.7 100.5 0.4 - 100.9
Intangible assets acquired
7.0 - 7.0 - - 7.0 - - 7.0
Segmental information for the 52 weeks ended 25 April 2021
(1)
:
UK Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale &
Licensing Eliminations
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Sales to external customers
1,968.5 735.6 2,704.1 615.2 152.7 3,472.0 153.3 - 3,625.3
Sales to other segments
- - - - - - 95.4 (95.4) -
Revenue
1,968.5 735.6 2,704.1 615.2 152.7 3,472.0 248.7 (95.4) 3,625.3
Gross profit
829.3 330.3 1,159.6 239.7 64.0 1,463.3 67.5 - 1,530.8
Operating profit before foreign
exchange, exceptional items
and property and other related
impairments
191.0 34.3 225.3 20.5 18.6 264.4 20.2 - 284.6
Exceptional items
3.1 (1.6) 1.5 (3.1) - (1.6) - - (1.6)
Realised foreign exchange (loss)
/ gain
(20.2) (0.2) (20.4) 0.8 (1.4) (21.0) (5.3) - (26.3)
Property and other related
impairments
(201.9) (40.9) (242.8) (71.6) (2.6) (317.0) - - (317.0)
Operating (loss)/profit
(28.0) (8.4) (36.4) (53.4) 14.6 (75.2) 14.9 - (60.3)
Investment income
103.7 - 103.7 - - 103.7 - - 103.7
Investment costs
(7.7) - (7.7) - - (7.7) - - (7.7)
Finance income
6.5 - 6.5 2.5 - 9.0 - - 9.0
Finance costs
(28.1) (1.2) (29.3) (2.7) (3.8) (35.8) (0.4) - (36.2)
Profit before taxation
46.4 (9.6) 36.8 (53.6) 10.8 (6.0) 14.5 - 8.5
Taxation
(86.5)
Loss for the period
(78.0)
(1) The FY21 numbers have been re-categorised due to changes in the reporting segments, with freehold property owning companies where trading is purely from
Premium Lifestyle fascias being moved from UK Sports Retail to Premium Lifestyle.
Inter-segment sales are priced at cost plus a 10% mark-up.
Other segment items included in the income statement for the 52 weeks ended 25 April 2021
(1)
:
UK
Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale
& Licensing
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Property, plant & equipment depreciation
131.9 42.3 174.2 35.3 5.7 215.2 1.2 216.4
Property, plant & equipment impairment
87.2 20.4 107.6 40.6 - 148.2 - 148.2
IFRS 16 ROU depreciation
51.5 6.4 57.9 21.9 2.3 82.1 - 82.1
IFRS 16 ROU impairment
114.1 20.5 134.6 31.0 2.6 168.2 - 168.2
Investment property depreciation
1.9 - 1.9 - - 1.9 - 1.9
Investment property impairment
0.6 - 0.6 - - 0.6 - 0.6
IFRS 16 disposal and modification/remeasurement
of lease liabilities
(20.0) (5.6) (25.6) (1.4) (0.7) (27.7) - (27.7)
Intangible amortisation
- - - 0.5 - 0.5 6.6 7.1
Intangible impairment
3.7 2.3 6.0 3.1 - 9.1 - 9.1
(1) The FY21 numbers have been re-categorised due to changes in the reporting segments, with freehold property owning companies where trading is purely from
Premium Lifestyle fascias being moved from UK Sports Retail to Premium Lifestyle.
FRASERS GROUP PLC ANNUAL REPORT 2022
143

Information regarding segment assets and liabilities as at 25 April 2021
(1)
and capital expenditure for the
52 weeks then ended:
UK Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale &
Licensing Eliminations
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Total assets
3,305.9 668.0 3,973.9 670.8 158.6 4,803.3 344.7 (1,362.9) 3,785.1
Total liabilities
(2,357.8) (499.6) (2,857.4) (857.0) (95.1) (3,809.5) (127.5) 1,362.9 (2,574.1)
Tangible asset additions
163.4 33.1 196.5 17.4 3.0 216.9 2.5 - 219.4
Right of use asset additions
77.5 14.1 91.6 24.3 2.4 118.3 0.5 - 118.8
Intangible asset additions/acquired
3.7 2.3 6.0 - - 6.0 1.0 - 7.0
(1) The FY21 numbers have been re-categorised due to changes in the reporting segments, with freehold property owning companies where trading is purely from
Premium Lifestyle fascias being moved from UK Sports Retail to Premium Lifestyle.
Geographic Information
Segmental information for the 52 weeks ended 24 April 2022:
UK Europe USA Asia Eliminations Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Segmental revenue from
external customers
3,714.8 823.0 223.0 44.5 - 4,805.3
Total capital expenditure
291.7 29.4 0.9 1.2 - 323.2
Non-current segment
assets*
962.2 130.3 126.0 4.5 - 1,223.0
Total segmental assets
5,486.8 381.3 176.3 39.2 (1,940.9) 4,142.7
*Excludes deferred tax and financial instruments.
Segmental information for the 52 weeks ended 25 April 2021:
UK Europe USA Asia Eliminations Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Segmental revenue from
external customers
2,721.7 646.2 213.7 43.7 - 3,625.3
Total capital expenditure
196.5 17.4 3.2 2.3 - 219.4
Non-current segment
assets*
1,052.3 114.9 127.7 4.6 - 1,299.5
Total segmental assets
4,264.7 589.2 256.2 37.9 (1,362.9) 3,785.1
*Excludes deferred tax and financial instruments.
Material non-current segmental assets – by a non-UK country:
USA Belgium Austria Estonia Ireland Spain
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
FY22
126.0 58.4 19.5 0.7 13.3 33.4
FY21
127.7 46.8 22.4 - 12.9 39.9
Material segmental revenue from external customers – by a non-UK country:
USA Belgium Austria Estonia Ireland Spain
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
FY22
223.0 113.3 38.3 118.5 172.6 229.4
FY21
213.7 93.1 42.1 96.7 95.4 208.1
Note the Group has no individual customer which accounts for more than 10% of revenue in the current or prior period.
FRASERS GROUP PLC ANNUAL REPORT 2022
144

The following tables reconciles the Profit Before Tax to the Adjusted PBT as it is one of the main measures used by the
Chief Operating Decision Maker when reviewing the performance of the segment:
Reconciliation of Reported PBT to Adjusted PBT for the 52 week period ended 24 April 2022:
UK Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale &
Licensing
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Reported PBT
201.6 10.4 212.0 85.7 31.9 329.6 6.0 335.6
Exceptional Items
1.3 - 1.3 - - 1.3 - 1.3
Fair value adjustments to derivative
financial instruments
(7.6) - (7.6) - - (7.6) - (7.6)
Fair value (gains)/losses and profit on disposal
of equity derivatives
(9.9) - (9.9) - - (9.9) - (9.9)
Realised FX loss
1.1 0.1 1.2 2.9 0.8 4.9 0.9 5.8
Share scheme
10.4 - 10.4 - - 10.4 4.2 14.6
Adjusted PBT
196.9 10.5 207.4 88.6 32.7 328.7 11.1 339.8
Reconciliation of Reported PBT to Adjusted PBT for the 52 week period ended 25 April 2021
(1)
:
UK Sports
Premium
Lifestyle
UK Retail
Total
European
Retail
Rest of
World Retail
Total
Retail
Wholesale &
Licensing
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Reported PBT
46.4 (9.6) 36.8 (53.6) 10.8 (6.0) 14.5 8.5
Exceptional items
(3.1) 1.6 (1.5) 3.1 - 1.6 - 1.6
Fair value adjustment to derivative
financial instruments
4.6 - 4.6 - - 4.6 - 4.6
Fair value (gains)/losses and profit on disposal
of equity derivatives
(82.2) - (82.2) - - (82.2) - (82.2)
Realised FX loss / (gain)
20.2 0.2 20.4 (0.8) 1.4 21.0 5.3 26.3
Share scheme
1.3 - 1.3 - - 1.3 - 1.3
Adjusted PBT
(12.8) (7.8) (20.6) (51.3) 12.2 (59.7) 19.8 (39.9)
(1) The FY21 numbers have been re-categorised due to changes in the reporting segments, with freehold property owning companies where trading is purely from
Premium Lifestyle fascias being moved from UK Sports Retail to Premium Lifestyle.
5. OTHER OPERATING INCOME
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Rent receivable
27.3 16.1
Other
20.7 20.7
48.0 36.8
Other operating income relates to charges for aircraft, lease surrender premiums, ad hoc income and sundry charges
to third parties.
FRASERS GROUP PLC ANNUAL REPORT 2022
145

6. EXCEPTIONAL ITEMS
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Impairments
(1.3) (9.1)
Profit on disposal of intangible assets
- 7.5
(1.3) (1.6)
The impairment in both the current and prior period relates to goodwill, whereby the discounted present value of
future cash flows do not support the full value of the assets. The profit on disposal of intangible assets in the prior
period relates to the sale of certain IP relating to the BELONG business.
7. PROFIT ON SALE OF PROPERTIES
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Profit on sale of properties
10.8 9.7
The profit on the sale of properties in the current period includes gains on the sale of UK properties
(FY21: European properties).
8. OPERATING PROFIT/(LOSS) FOR THE PERIOD
Operating profit/(loss) for the period is stated after charging/(crediting):
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Foreign exchange loss
5.8 26.3
Depreciation and amortisation of non-current assets:
- Depreciation of property, plant & equipment (incl. right-of-use asset)
246.6 298.5
- Impairment of property, plant & equipment (incl. right-of-use asset)
226.0 316.4
- Depreciation of investment properties
5.9 1.9
- Impairment of investment properties
1.0 0.6
- Amortisation of intangible assets
7.5 7.1
- Impairment of intangible assets
5.7 9.1
IFRS 16 leases:
Profit on disposal and modification/ remeasurement of lease liabilities
(28.3) (27.7)
Variable lease payments
14.0 25.5
Short term and low value
lease expenses
25.0 31.6
FRASERS GROUP PLC ANNUAL REPORT 2022
146

Services Provided by the Group’s Auditor
The remuneration of the auditors, RSM UK Audit LLP, and associated firms, was as detailed below:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
AUDIT SERVICES
Audit of the Group and company - recurring
1.8 1.5
Audit of the Group and company - non-recurring
- 0.1
Audit of subsidiary companies
1.0 0.8
2.8 2.4
There were no non-audit services provided by RSM UK Audit LLP and associated firms in either the current or
prior period.
9. PAYROLL COSTS
The average monthly number of employees, including Executive Directors, employed by the Group during the
period was:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
Retail stores
23,971 22,122
Distribution, administration and other
6,382 4,374
30,353 26,496
The increase in employees is mainly due to acquisitions and the ongoing organic growth of the business.
The aggregate payroll costs of the employees, including Executive Directors, net of amounts received from
Government grants, were as follows:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Wages and salaries
491.5 342.2
Social security costs
34.9 29.3
Pension costs
6.5 5.6
532.9 377.1
Aggregate emoluments of the Directors of the Company are summarised below:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
Aggregate emoluments
0.6 0.5
Further details of Directors’ remuneration are given in the Directors’ Remuneration Report. Details of key management
remuneration are given in note 35.
FRASERS GROUP PLC ANNUAL REPORT 2022
147

10. INVESTMENT INCOME
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Profit on disposal of equity derivatives
23.2 27.4
Premium received on equity derivatives
13.2 13.3
Fair value gain on equity derivatives
6.4 62.5
Dividend income
1.0 0.5
43.8 103.7
The profit on disposal of equity derivatives mainly relates to Hugo Boss contracts for difference. The fair value gain on
equity derivatives mainly relates to Hugo Boss options. The premium received on equity derivatives mainly relates to
Hugo Boss options.
11. INVESTMENT COSTS
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Fair value loss on equity derivatives
19.7 7.7
19.7 7.7
The fair value loss on equity derivatives in the current period mainly relates to Hugo Boss contracts for difference.
12. FINANCE INCOME
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Bank interest receivable
4.5 3.5
Interest on retirement benefit obligations
0.1 -
Other finance income
1.7 5.5
Fair value adjustment to derivatives
24.0 -
30.3 9.0
The fair value adjustment to derivatives largely relates to movement in the fair value of interest rate swaps.
FRASERS GROUP PLC ANNUAL REPORT 2022
148

13. FINANCE COSTS
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Interest on bank loans and overdrafts
13.6 11.1
Other interest
7.0 8.6
Interest on retirement benefit obligations
- 0.1
IFRS 16 lease interest
12.2 11.8
Fair value adjustment to derivatives
16.4 4.6
49.2 36.2
The fair value adjustment to derivatives relates to differences between the fair value of forward foreign currency
contracts and written options that were not designated for hedge accounting from one period end to the next.
14. TAXATION
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Current tax
86.2 83.2
Adjustment in respect to prior periods
(5.7) 13.6
Total current tax
80.5 96.8
Deferred tax
(8.5) (10.1)
Adjustment in respect of prior periods
6.7 (0.2)
Total deferred tax (see note 28)
(1.8) (10.3)
78.7 86.5
Profit before taxation
335.6 8.5
Taxation at the standard rate of tax in the UK of 19% (2021: 19%)
63.8 1.6
Non-taxable income
(14.4) (3.9)
Expenses not deductible for tax purposes
62.4 77.0
Other tax adjustments
(15.6) (1.6)
Adjustments in respect of prior periods - current tax
(5.7) 13.6
Adjustments in respect of prior periods - deferred tax
6.7 (0.2)
Changes in deferred tax rate
(18.5) -
78.7 86.5
Non-taxable income largely relates to differences between capital allowances and depreciation which are not
timing differences on which deferred tax is provided. Expenses not deductible for tax purposes largely relates to
non-qualifying depreciation and impairments not qualifying for tax allowances.
FRASERS GROUP PLC ANNUAL REPORT 2022
149

15. EARNINGS PER SHARE FROM TOTAL AND CONTINUING
OPERATIONS ATTRIBUTABLE TO THE EQUITY
SHAREHOLDERS
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders of the parent by
the weighted average number of ordinary shares outstanding during the year.
For diluted earnings per share, the weighted average number of shares, 471,975,282 (FY21: 501,955,281), is adjusted to
assume conversion of all dilutive potential ordinary shares under the Group’s share schemes, being nil (FY21: 88,605),
to give the diluted weighted average number of shares of 471,975,282 (FY21: 502,043,886). In FY21, as there was a loss
for the period, the effect of potentially dilutive ordinary shares was anti-dilutive, and therefore the weighted average
number of shares for the Diluted EPS calculation was kept the same as for the Basic EPS calculation. There is therefore
no difference between the Basic and Diluted EPS calculations for both periods.
Basic and Diluted Earnings Per Share
52 weeks ended
24 April 2022
Basic and diluted,
continuing
operations
52 weeks ended
24 April 2022
Basic and diluted,
discontinued
operations
52 weeks ended
24 April 2022
Basic and diluted,
total
52 weeks ended
25 April 2021
Basic and diluted,
continuing
operations
52 weeks ended
25 April 2021
Basic and diluted,
discontinued
operations
52 weeks ended
25 April 2021
Basic and diluted,
total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Profit for the period 224.1 25.7 249.8 (91.6) 8.6 (83.0)
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Weighted average number
of shares
471,975 471,975 471,975 501,955 501,955 501,955
Pence per share Pence per share Pence per share Pence per share Pence per share Pence per share
Earnings per share 47.5 5.4 52.9 (18.2) 1.7 (16.5)
Adjusted Earnings Per Share
The adjusted earnings per share reflects the underlying performance of the business compared with the prior period
and is calculated by dividing adjusted earnings by the weighted average number of shares for the period. Adjusted
earnings is used by management as a measure of profitability within the Group. Adjusted earnings is defined as profit/
(loss) for the period attributable to equity holders of the parent for each financial period but excluding the post-tax
effect of certain non-trading items. Tax has been calculated with reference to the effective rate of tax for the Group.
The Directors believe that the adjusted earnings and adjusted earnings per share measures provide additional useful
information for shareholders on the underlying performance of the business and are consistent with how business
performance is measured internally. Adjusted earnings is not a recognised profit measure under IFRS and may not be
directly comparable with adjusted profit measures used by other companies.
52 weeks ended
24 April 2022
Basic
52 weeks ended
24 April 2022
Diluted
52 weeks ended
25 April 2021
Basic
52 weeks ended
25 April 2021
Diluted
(£’m) (£’m) (£’m) (£’m)
Profit / (loss) for the period 249.8 249.8 (83.0) (83.0)
Pre-tax adjustments to profit / (loss) for the period for the following items:
Exceptional items 1.3 1.3 1.6 1.6
Fair value adjustment to derivatives included within
Finance (income) / costs
(7.6) (7.6) 4.6 4.6
Fair value gains and profit on disposal of equity derivatives (9.9) (9.9) (82.2) (82.2)
Realised foreign exchange loss 5.8 5.8 26.3 26.3
Share scheme 14.6 14.6 1.3 1.3
Tax adjustments on the above items 0.3 0.3 (5.9) (5.9)
Adjusted profit / (loss) for the period 254.3 254.3 (137.3) (137.3)
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Weighted average number of shares 471,975 471,975 501,955 501,955
Pence per share Pence per share Pence per share Pence per share
Adjusted Earnings per share 53.9 53.9 (27.3) (27.3)
FRASERS GROUP PLC ANNUAL REPORT 2022
150

16. DISCONTINUED OPERATIONS
Subsequent to the period end, on 24 May 2022, the Group disposed of its US retail businesses trading as Bobs Stores
and Eastern Mountain Sports for cash consideration of $70.0m (approx. £56.1m). The disposal took place through sale
of 100% of the share capital of Roberts 50 USA LLC and its subsidiaries to GoDigital Media Group. These businesses
are reported as part of the Rest of World operating segment.
As per IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, this disposal group has been classified as
held for sale and as a discontinued operation. A profit on disposal of approx. £30.0m will be recognised in FY23.
The following major classes of assets and liabilities relating to the disposal group have been classified as held for sale
in the consolidation balance sheet as at
24 April 2022:
24 April 2022
(£’m)
Inventories 37.7
Trade and other receivables 2.3
Assets held for sale 40.0
Trade and other payables 10.6
Provisions 3.2
Lease liabilities 8.9
Liabilities held for sale 22.7
The Cash Flow Statement includes the following amounts relating to this discontinued operation:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£’m) (£’m)
Operating activities 4.2 6.9
Financing activities (6.1) (9.9)
Net cash outflow from discontinued operations (1.9) (3.0)
FRASERS GROUP PLC ANNUAL REPORT 2022
151

17. PROPERTY, PLANT AND EQUIPMENT
Right of
use asset
Freehold land and
Buildings
Long-term
Leasehold
Short-term
leasehold
improvements
Plant and
Equipment Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
COST
At 26 April 2020 524.4 918.9 70.6 131.6 772.6 2,418.1
Acquisitions 2.1 0.5 - - 29.0 31.6
Additions 118.8 84.3 4.3 2.0 128.8 338.2
Eliminated on disposals (48.1) (16.5) (0.7) (6.0) (57.4) (128.7)
Reclassifications /
Remeasurements
(1)
76.4 (79.4) 79.2 0.1 8.7 85.0
Exchange differences (4.5) (2.4) (0.1) (0.3) (2.9) (10.2)
At 25 April 2021 669.1 905.4 153.3 127.4 878.8 2,734.0
Acquisitions (see note 32) 5.6 7.0 - - 6.9 19.5
Additions 100.9 79.3 4.1 2.5 195.3 382.1
Eliminated on disposals (75.9) (42.0) (1.2) (4.7) (82.0) (205.8)
Reclassifications /
Remeasurements
(2)
(5.4) (43.4) - - (0.2) (49.0)
Exchange differences (7.7) (2.3) (0.5) (0.1) (3.0) (13.6)
At 24 April 2022 686.6 904.0 155.7 125.1 995.8 2,867.2
ACCUMULATED DEPRECIATION AND IMPAIRMENT
At 26 April 2020 (218.7) (153.3) (16.7) (113.9) (567.9) (1,070.5)
Charge for the period (82.1) (74.5) (11.6) (11.5) (118.8) (298.5)
Impairment (168.2) (84.4) (3.9) (0.1) (59.8) (316.4)
Eliminated on disposals 47.5 11.2 0.3 6.7 54.4 120.1
Reclassifications /
Remeasurements
(1)
- 18.1 (17.9) - (8.8) (8.6)
Exchange differences 2.1 0.2 0.1 0.1 2.3 4.8
At 25 April 2021 (419.4) (282.7) (49.7) (118.7) (698.6) (1,569.1)
Charge for the period (77.6) (47.9) (12.4) (3.6) (105.1) (246.6)
Impairment (76.8) (106.5) (2.0) - (40.7) (226.0)
Eliminated on disposals 75.9 15.7 1.1 1.8 79.1 173.6
Reclassifications /
Remeasurements
(2)
- 0.6 (0.1) (1.1) 4.0 3.4
Exchange differences 6.0 0.3 0.1 0.2 1.9 8.5
At 24 April 2022 (491.9) (420.5) (63.0) (121.4) (759.4) (1,856.2)
NET BOOK VALUE
At 24 April 2022 194.7 483.5 92.7 3.7 236.4 1,011.0
At 25 April 2021 249.7 622.7 103.6 8.7 180.2 1,164.9
At 26 April 2020 305.7 765.6 53.9 17.7 204.7 1,347.6
(1) In FY21 a number of properties were identified that were previously classified within Freehold Land and Buildings but management believe
it to be more appropriate to classify within Long-term Leasehold. These have therefore been adjusted in the prior period as reclassifications.
(2) During the period assets were identified that were previously classified within Property, Plant and Equipment but management believe it to be
more appropriate to classify within Investment Properties. These have therefore been adjusted in the period as reclassifications.
Note 2 provides further detail on the property related impairments (relating to ROU assets and freehold land
and buildings).
FRASERS GROUP PLC ANNUAL REPORT 2022
152

Leases
The Group only has property leases within the scope of IFRS 16, including retail stores, offices and warehouses. Leases
are largely for a period between 1 – 15 years typically with break clauses. It is management’s intention to continue to
enter into turnover linked leases in the future.
The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and
equipment’, the same line item as it presents underlying assets of the same nature that it owns. The carrying amount
and movements in the period can be seen in the table above.
Lease liabilities are presented separately within the Consolidated Balance Sheet. The maturity analysis of lease
liabilities is shown in note 30(f). Interest expense on the lease liability is presented as a component of finance costs as
per note 13. Cash payments for the principal portion and the interest portion of the lease liability are presented in the
Consolidated Cash Flow Statement with further details given in note 27.
The Group is party to a number of leases that are classed as short term leases and with variable lease payments.
These are typically property leases on turnover based rents. Note 8 discloses variable lease payments and short term
and low value lease expenses incurred in the period. Cash flows in the period relating to variable lease payments,
short term lease payments, and leases for low value assets were approx. £33m (FY21: approx. £24m). It is expected that
future cash flows will not be materially different to the FY22 cash flows.
Leases to which the Group is committed but have not yet commenced at period end are not considered to
be material.
18. INVESTMENT PROPERTIES
Total
(£’m)
COST
At 26 April 2020 45.8
Eliminated on disposals (7.6)
At 25 April 2021 38.2
Additions 42.0
Reclassifications
(1)
43.4
At 24 April 2022 123.6
ACCUMULATED DEPRECIATION AND IMPAIRMENT
At 26 April 2020 (26.9)
Charge for the period (1.9)
Impairment (0.6)
Eliminated on disposals 5.3
At 25 April 2021 (24.1)
Charge for the period (5.9)
Impairment (1.0)
Reclassifications
(1)
(3.4)
At 24 April 2022 (34.4)
NET BOOK VALUE
At 24 April 2022 89.2
At 25 April 2021 14.1
At 26 April 2020 18.9
(1) During the period assets were identified that were previously classified within Property, Plant and Equipment but management believe it to be more
appropriate to classify within Investment Properties. These have therefore been adjusted in the period as reclassifications.
The fair values of the Group’s investment properties as at 24 April 2022 and 25 April 2021 were estimated as being
materially in line with carrying values. The valuations were calculated by the Group’s internal property team who are
appropriately qualified chartered surveyors and follow the applicable valuation methodology of the Royal Institute of
Chartered Surveyors. Note 2 provides further detail on the property related impairments.
FRASERS GROUP PLC ANNUAL REPORT 2022
153

19. INTANGIBLE ASSETS
Goodwill
Trademarks
and licenses Brands Customer related Total
(£’m) (£’m) (£’m) (£’m) (£’m)
COST
At 26 April 2020 173.4 94.0 90.4 - 357.8
Acquisitions 6.0 - - - 6.0
Additions - 1.0 - - 1.0
Disposals - (3.3) - - (3.3)
Exchange adjustments (8.7) (1.0) (9.8) - (19.5)
At 25 April 2021 170.7 90.7 80.6 - 342.0
Acquisitions 1.3 - - 5.7 7.0
Exchange adjustments 4.8 0.4 6.4 - 11.6
At 24 April 2022 176.8 91.1 87.0 5.7 360.6
AMORTISATION AND IMPAIRMENT
At 26 April 2020 (119.3) (89.1) (6.0) - (214.4)
Amortisation charge (0.3) (1.3) (5.5) - (7.1)
Impairment (9.1) - - - (9.1)
Disposals - 3.3 - - 3.3
Exchange adjustments 4.7 0.4 0.7 - 5.8
At 25 April 2021 (124.0) (86.7) (10.8) - (221.5)
Amortisation charge - (0.5) (6.0) (1.0) (7.5)
Impairment (5.7) - - - (5.7)
Exchange adjustments (2.7) (0.1) (2.5) - (5.3)
At 24 April 2022 (132.4) (87.3) (19.3) (1.0) (240.0)
At 24 April 2022 44.4 3.8 67.7 4.7 120.6
At 25 April 2021 46.7 4.0 69.8 - 120.5
At 26 April 2020 54.1 4.9 84.4 - 143.4
Amortisation is charged to selling, distribution and administrative expenses in the consolidated Income Statement.
The majority of the net book value of intangible assets relates to the £86.5m purchase of Everlast in 2007.
The carrying value of goodwill and brands that are considered to have an indefinite life are allocated to the Group’s
operating segments before aggregation. With the exception of Everlast, none of the individual cash-generating units
(CGUs) are considered material to goodwill or indefinite life intangibles. The carrying value of goodwill and brands
allocated to the Group’s CGUs (as aggregated except in the case of Everlast) is shown below:
24 April 2022 25 April 2021
Goodwill Brands Goodwill Brands
(£’m) (£’m) (£’m) (£’m)
Wholesale & Licensing (excl. Everlast) 9.9 - 14.3 -
Everlast 34.5 67.7 32.4 69.8
44.4 67.7 46.7 69.8
FRASERS GROUP PLC ANNUAL REPORT 2022
154

The Group tests the carrying amount of goodwill and
assets with an indefinite life annually for impairment
or more frequently if there are indications that their
carrying value might be impaired. The carrying amounts
of other intangible assets are reviewed for impairment if
there is an indication of impairment.
Impairment is calculated by comparing the carrying
amounts to the value in use derived from discounted
cash flow projections for each CGU to which the
intangible assets are allocated. A CGU is deemed to
be an individual fascia or brand and these have been
grouped together into similar classes for the purpose
of formulating operating segments as reported in note
4. The total recoverable amount of all CGUs in relation
to the above intangible assets was £228.1m of which
£128.3m related to Everlast. The recoverable amount
relating to Everlast is based on a value in use calculation
that includes expected cash flows from new commercial
negotiations. Based on management’s forecasts if these
new commercial negotiations are unsuccessful there
could be a need for a full impairment review of Everlast’s
intangible assets. Due to the ongoing challenges with
the retail sector, part of the Wholesale & Licensing
goodwill was impaired in the period with an impairment
charge of £4.4m (FY21: £3.1m) being recognised where
the discounted present value of future cash flows did not
support the full value of the asset.
Value in use calculations are based on five-year
management forecasts with a terminal growth rate
applied thereafter, representing management’s estimate
of the long-term growth rate of the sector served by
the CGUs.
Total impairments of £5.7m (FY21: £9.1m) have been
recognised in relation to goodwill on loss making
companies and are individually immaterial to each CGU
that has been written down. These impairments include
an element of the Wholesale & Licensing goodwill
and the goodwill from acquisitions in the period. The
impairment of goodwill from acquisitions in the period of
£1.3m has been recognised in Exceptional Items,
see note 6.
The Everlast brand is amortised over a 15 year period
within the selling, distribution and administrative
expenses category within the income statement. The
amount charged to the income statement in the period
is £6.0m (FY21: £5.5m), the future amortisation charge is
expected to be approximately £6.0m per annum for the
remaining 12 year amortisation period (FY21: 13 year).
The key assumptions, which are equally applicable to each CGU, in the cash flow projections used to support the
carrying amount of goodwill were as follows:
As at
24 April 2022
Wholesale & Licensing
(excl. Everlast)
Everlast
Terminal sales growth
2.0% 2.0%
5 year forecast growth
(1)
(4.4%) (0.6%)
Discount rate
7.5% 13.5%
As at
25 April 2021 European Retail
Wholesale & Licensing
(excl. Everlast)
Everlast
Terminal sales growth
2.0% 2.0% 2.0%
5 year forecast growth
(1)
(3.5%) (5.3%) (1.6%)
Gross margin
30% - 40% - -
Discount rate
6.3% 6.3% 12.1%
(1) The 5 year growth rates are based on the average growth over 5 years.
Historically the same pre-tax discount rate was used in European Retail and Wholesale & Licensing (excl. Everlast) as
these CGU’s were considered to have similar risk profiles. A specific discount rate is used for Everlast as this business
operates in a different market and has different characteristics.
The key assumptions are based on market data and management’s historical experience and future plans for
each CGU.
FRASERS GROUP PLC ANNUAL REPORT 2022
155

Sensitivity Analysis
A reasonably possible change in any key assumption would not cause the carrying value of the Everlast or Wholesale
& Licensing (excluding Everlast) CGU to exceed its recoverable amount, the table below shows the amount of
headroom and the revised assumption required in order to eliminate the headroom in full.
Wholesale &
Licensing
(excl. Everlast)
Everlast
Recoverable amount of CGU (£'m)
99.8 128.3
Current headroom (£'m)
89.9 13.7
Revised 5-year forecast growth rate %
(6.0%) 0.1%
Revised terminal growth rate %
< (1000%) (0.1%)
Revised discount rate %
89.0% 14.9%
20. INVESTMENTS IN ASSOCIATED UNDERTAKINGS
The Group uses the equity method of accounting for associates and joint ventures in accordance with IAS 28. The
following table shows the aggregate movement in the Group’s investment in associates and joint ventures:
Associates
(£’m)
At 25 April 2021 and 24 April 2022 -
The Group currently holds a 49.0% share of Four (Holdings) Limited (FY21: 49.0%), the carrying amount of this
investment is £nil (FY21: £nil). Detailed disclosures have not been presented as the results are immaterial. The Group
is owed £62.4m from the group of companies headed by Four (Holdings) Limited (£24.0m net of amounts recognised
in respect of loss allowance) (FY21: £64.9m, £26.5m net of loss allowance), see note 23 for further details. The group of
companies headed by Four (Holdings) Limited made a profit of £11.5m in the period (FY21: profit of £8.1m).
21. LONG-TERM FINANCIAL ASSETS
The Group is not looking to make gains through increases in market prices of its long-term financial assets, therefore
on initial application of IFRS 9 the Group made the irrevocable election to account for long term financial assets at
fair value through other comprehensive income (FVOCI). The election has been made on an instrument-by-instrument
basis, only qualifying dividend income is recognised in profit and loss, changes in fair value are recognised within OCI
and never reclassified to profit and loss, even if the asset is impaired, sold or otherwise derecognised. The majority of
long-term financial assets are recognised in the UK Sports segment.
The fair value of the long-term financial assets is based on bid quoted market prices at the balance sheet date or
where market prices are not available, at management’s estimate of fair value.
The following table shows the aggregate movement in the Group’s financial assets during the period:
24 April 2022 25 April 2021
(£m) (£m)
At beginning of period
263.3 83.8
Additions
198.4 113.3
Disposals
(238.4) (7.0)
Amounts recognised through other comprehensive income
(8.1) 77.3
Exchange differences
(8.6) (4.1)
206.6 263.3
Included within long-term financial assets at the period ended 24 April 2022 are the following direct interests held by
the Group:
• 36.9% (FY21: 36.8%) interest in Mulberry Group plc
• 28.9% (FY21: 35.6%) interest in Studio Retail Group plc
• 2.2% (FY21: 5.1%) interest in Hugo Boss AG
• Various other interests, none of which represent more than 5.0% of the voting power of the investee
FRASERS GROUP PLC ANNUAL REPORT 2022
156

The following table shows the fair value of each of the Group’s long-term financial assets (all listed):
24 April 2022 25 April 2021
(£m) (£m)
Mulberry Group plc
65.3 52.0
Studio Retail Group plc
- 89.7
Hugo Boss AG
68.4 118.7
Other
72.9 2.9
At end of period
206.6 263.3
These holdings have been assessed under IFRS 9 Financial Instruments and categorised as long-term financial assets,
as the Group does not consider them to be associates and therefore, they are not accounted for on an equity basis,
see note 2.
Our strategic investments are intended to allow us to develop relationships and commercial partnerships with the
relevant retailers and assist in building relationships with key suppliers and brands.
22. INVENTORIES
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Goods for resale
1,277.6 1,096.6
As at 24 April 2022, goods for resale include a right of return asset totalling £3.2m (FY21: £4.5m). Amounts written off in
the period relating to stock was £59.8m (FY21: £24.3m).
The following inventory costs have been recognised in cost of sales:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Cost of inventories recognised as an expense
2,703.3 2,094.5
The Directors have reviewed the opening and closing provisions against inventory and have concluded that these are
fairly stated. The Group has reviewed its estimates and assumptions for calculating inventory provisions at 24 April
2022. Overall provisions have increased from £219.8m in FY21 to £236.7m as at 24 April 2022, with this £16.9m change in
provision being recognised as a charge in cost of sales.
23. TRADE AND OTHER RECEIVABLES
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Gross credit customer receivables
372.7 -
Allowance for expected credit loss on credit customer receivables
(138.5) -
Net credit customer receivables
234.2 -
Trade receivables
56.4 57.2
Deposits in respect of derivative financial instruments
243.9 131.0
Amounts owed by related parties (see note 35)
24.2 26.8
Other receivables
170.2 246.9
Prepayments
112.5 84.6
841.4 546.5
Following the acquisition of Studio Retail Limited (see note 32), credit customer receivables now make up a significant
element of trade and other receivables. Further disclosure with regards to the credit customer receivables and the
associated allowance for expected credit loss can be found at the end of this note.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value. The
maximum exposure to credit risk at the reporting date is the carrying value of each class of asset above, plus any cash
balances. Other receivables also include unremitted sales receipts.
FRASERS GROUP PLC ANNUAL REPORT 2022
157

Deposits in respect of derivative financial instruments are collateral to cover margin requirements for derivative
transactions held with counterparties. The collateral requirement changes with the market (which is dependent
on share price, interest rates and volatility) and further purchases / sales of underlying investments held.
Included within other receivables is the reimbursement asset totalling £88.3m (FY21: £118.3m) in relation to the Group’s
ongoing non-UK tax enquiries, for further information see note 29.
The majority of the Group’s trade receivables are held within the Wholesale & Licensing businesses, each customer’s
creditworthiness is assessed before payment terms are agreed.
Under IFRS 9, the Group has applied the simplified approach to providing for expected credit losses for trade
receivables, using the lifetime expected loss provision for all trade receivables. To measure the expected credit losses,
trade receivables have been grouped based on credit risk characteristics, representing management’s view of the
risk, and the days past due. The credit quality of assets neither past due nor impaired is considered to be good. The
Group considers a debt to be defaulted at the point when no further amounts are expected to be recovered. Financial
assets are written off when there is no reasonable expectation of recovery. If recoveries are subsequently made after
receivables have been written off, they are recognised in profit or loss.
The amounts owed by related parties mostly relates to the group headed by Four (Holdings) Limited, for further details
see note 35.
Exposure to credit risk of trade receivables:
24 April 2022 25 April 2021
(£m) (£m)
Current
24.2 31.8
0-30 days past due
14.2 12.0
30-60 days past due
4.6 4.0
60-90 days past due
3.0 2.4
Over 90 days past due
10.4 7.0
56.4 57.2
The credit quality of assets neither past due nor impaired is considered to be good.
The movement in loss allowance relating to trade receivables and amounts owed by related parties can be analysed
as follows:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Opening position
68.3 46.2
Amounts charged to the income statement
6.6 22.3
Amounts written off as uncollectable
- (0.1)
Amounts recovered during the period
- (0.1)
Closing position
74.9 68.3
Included in the below table is the loss allowance movement in amounts due from related parties as follows:
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Opening position
38.4 33.8
Amounts charged to the income statement
- 4.6
Closing position
38.4 38.4
The gross carrying amount of the balance due is £62.6m (FY21: £65.2m). The charge in the prior period was recorded in
Selling, distribution and administrative expenses. £17.6m of the gross amounts due from related parties balance is due
in less than one year with the remaining being due in more than a one year (FY21: £12.4m due less than one year).
The Group has no significant concentration of credit risk, with exposure spread over a large number of customers. The
loss allowance / charges have been determined by reference to past default experience, current / forecasted trading
performance and future economic conditions.
Deposits in respect of derivative financial instruments and prepayments are not considered to be impaired.
FRASERS GROUP PLC ANNUAL REPORT 2022
158

Credit Customer Receivables
Certain of the Studio’s trade receivables are funded
through a securitisation facility that is secured against
those receivables. The finance provider will seek
repayment of the finance, as to both principal and
interest, only to the extent that collections from the trade
receivables financed allows and the benefit of additional
collections remains with the Group. At the period end,
receivables of £287.2m were eligible to be funded via the
securitisation facility, and the facilities utilised
were £143.6m.
Other information
The average credit period taken on sales of goods is 219
days. On average, interest is charged at 3.5% per month
on the outstanding balance.
Studio will undertake a reasonable assessment of the
creditworthiness of a customer before opening a new
credit account or significantly increasing the credit
limit on that credit account. Studio will only offer credit
limit increases for those customers that can reasonably
be expected to be able to afford and sustain the
increased repayments in line with the affordability and
creditworthiness assessment. There are no customers
who represent more than 1% of the total balance of the
Group’s trade receivables.
Where appropriate, the Group will offer forbearance
to allow customers reasonable time to repay the debt.
Studio will ensure that the forbearance option deployed
is suitable in light of the customer’s circumstances
(paying due regard to current and future personal and
financial circumstances). Where repayment plans are
agreed, Studio will ensure that these are affordable to
the customer and that unreasonable or unsustainable
amounts are not requested. At the balance sheet date
there were 24,711 accounts (acquisition date: 23,396)
with total gross balances of £16.2m (acquisition date:
£15.1m) on repayment plans. Provisions are assessed as
detailed above.
During the current period, overdue receivables with
a gross value of £5.3m were sold to third party debt
collection agencies. As a result of the sales, the
contractual rights to receive the cash flows from these
assets were transferred to the purchasers. Any gain or
loss between actual recovery and expected recovery is
reflected within the impairment charge.
Allowance for expected credit loss
The following tables provide information about the exposure to credit risk and ECLs for trade receivables from
individual customers as at 24 April 2022:
24 April 2022 24 February 2022
Trade receivables
Trade receivables
on forbearance
arrangements Total Trade receivables
Trade receivables
on forbearance
arrangements Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Ageing of trade receivables
Not past due 272.1 14.3 286.4 298.4 13.6 312.0
Past due:
0 - 60 days 36.7 1.8 38.5 36.8 1.5 38.3
60 - 120 days 20.0 0.1 20.1 14.9 - 14.9
120+ days 27.7 - 27.7 17.8 - 17.8
Gross trade receivables 356.5 16.2 372.7 367.9 15.1 383.0
Allowance for expected
credit loss
(127.3) (11.2) (138.5) (118.5) (10.5) (129.0)
Carrying value 229.2 5.0 234.2 249.4 4.6 254.0
24 February 2022 to 24 April 2022
Stage 1 Stage 2 Stage 3 Total
(£’m) (£’m) (£’m) (£’m)
Gross trade receivables 248.6 59.9 64.2 372.7
Allowance for doubtful debts:
Acquisition balance (61.1) (25.7) (42.2) (129.0)
Impairment charge 0.6 - (14.8) (14.2)
Utilisation in period 0.1 - 4.6 4.7
Closing balance (60.4) (25.7) (52.4) (138.5)
Carrying value 188.2 34.2 11.8 234.2
Analysis of impairment charge:
FRASERS GROUP PLC ANNUAL REPORT 2022
159

24 February 2022 to 24 April 2022
(£’m)
Impairment charge impacting on provision
(14.2)
Recoveries 1.1
Other (0.2)
Impairment charge (13.3)
Sensitivity analysis
Management judgement is required in setting assumptions around probabilities of default, cash recoveries and the
weighting of macro-economic scenarios applied to the impairment model, which have a material impact on the
results indicated by the model.
A 1% increase/decrease in the probability of default would increase/decrease the provision amount by
approximately £2.2m.
A 1% increase/decrease in the assumed recoveries rate would result in the impairment provision decreasing/increasing
by approximately £1.1m.
Changing the weighting of macro-economic scenarios so that the base-case scenario’s weighting is halved to 30%
(with upside increasing to 30% and both downside and severe increasing to 20%) would result in the impairment
provision reducing by approximately £1.7m.
These sensitivities reflect management’s assessment of reasonably possible changes to key assumptions which could
result in a material adjustment to the level of provision within the next financial year.
24. CASH AND CASH EQUIVALENTS
24 April 2022 25 April 2021
(£m) (£m)
Cash in bank and in hand - Sterling
135.4 144.1
Cash in bank and in hand - US dollars
(4.7) 97.4
Cash in bank and in hand - Euros
176.4 192.5
Cash in bank and in hand - Other
29.7 23.0
Cash and cash equivalents including overdrafts at period end
336.8 457.0
25. SHARE CAPITAL
24 April 2022 25 April 2021
(£m) (£m)
AUTHORISED
999,500,010 ordinary shares of 10p each
100.0 100.0
ALLOTTED, CALLED UP AND FULLY PAID
640,602,369 (2021: 640,602,369) ordinary shares of 10p each
64.1 64.1
SHARE CAPITAL
At 24 April 2022 and At 25 April 2021
64.1 64.1
The Group holds 151,240,174 shares in Treasury as at period end (FY21: 121,260,175).
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per ordinary share at general meetings of the Company.
We are aware of unsponsored American Depository Receipt (ADR) programmes established from time to time in
respect of our shares. We have not sponsored or authorised their creation and any questions should be directed to the
relevant depositary.
Frasers has not and does not intend to offer or sell its Ordinary Shares or other securities (in the form of ADR or
otherwise) to the general public in the United States nor has it listed or intends to list its Ordinary Shares or other
securities on any national securities exchange in the United States or to encourage the trading of its Ordinary Shares
on any over the counter market located in the United States. Frasers does not make arrangements to permit the
FRASERS GROUP PLC ANNUAL REPORT 2022
160

voting of Ordinary Shares held in the form of ADRs
and its publication of periodic financial and other
information is not intended to facilitate the operation of
any unsponsored ADR programme under Rule 12g3-2(b)
of U.S. Securities Exchange Act of 1934, as amended
or otherwise.
Contingent Share Awards
Share Schemes
The 2011 Share Scheme was a four year scheme
based upon achieving underlying EBITDA (before the
costs of the scheme) of £215m in FY12, £250m in FY13,
£260m in FY14 and £300m in FY15 coupled with the
individual participating employee’s satisfactory personal
performance and continued employment. All of the
above targets were met meaning that approx. 11.6m
shares vested in September 2017 and approx. 4m shares
vested in September 2015.
Between 26 April 2021 and 24 April 2022, 24,361 shares
sold by participants following exercise of awards under
the Group 2011 Share Scheme were acquired by Estera
Trust (Jersey) Limited, as Trustee of the Sports Direct
Employee Benefit Trust (Trustee), with the acquisition
being funded by a loan advanced by the Company
of £0.2m. The shares were acquired at prices of
between 603.5 and 683.5 pence per share in off-market
transactions. The weighted average purchase price was
658 pence per share (FY21: 365 pence per share).
The Group holds 17,386,913 shares in the Own Share
Reserve as at period end (FY21: 17,386,913).
Fearless 1000 Bonus Scheme
FY21 scheme launch
At the annual general meeting in October 2020, our
shareholders gave approval for the Fearless 1000 bonus
scheme. Under this scheme shares may be issued by the
Group to employees for no cash consideration. All Group
employees (excluding Executive Directors, their family
associates, and the Head of Commercial) are eligible to
participate in the scheme. Under the scheme, 10 million
shares are awarded to eligible employees if certain
market conditions are achieved. This would equate to
£100m worth of fully paid ordinary shares in Frasers
Group Plc that could be paid to eligible employees if our
share price reaches £10 any time over the next four years.
The share price must stay above £10 for 30 consecutive
trading days to trigger the vesting of shares at the end
of the four year vesting period. 50% of the shares are
granted after 4 years and the remaining 50% after 5
years. One thousand eligible employees will receive the
shares with a potential value ranging from £50k to £1m if
the share price is at £10 at the vesting dates. In all other
respects the shares rank equally with other fully paid
ordinary shares on issue.
The share element of the scheme is deemed to be an
equity-settled scheme as defined by IFRS 2 Share-based
payment. In line with the accounting policy in note 1,
the fair value at the date of grant is expensed to the
Consolidated Income Statement on a straight-line basis
over the vesting period, with the corresponding credit
going to equity.
The assessed fair value at grant date of the shares
granted during the period ended 25 April 2021 was
165.69p per share for the 4 year vesting period and
165.95p per share for the 5 year vesting period. The
fair value at grant date is independently determined
using an adjusted form of the Black-Scholes model
which includes a Monte Carlo simulation model that
takes into account the exercise price, the term of the
option, the impact of dilution (where material), 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 scheme. The
model inputs for shares granted during the period ended
25 April 2021 included:
• exercise price: £nil
• grant date: 10 February 2021, being the date the
Deed of Grant was executed
• expiry date: 7 October 2024 and 7 October 2025
• share price at grant date: 450p
• expected price volatility of the Company’s
shares: 38.8%
• expected dividend yield: 0%
• risk-free interest rate: 0.1%
The expected price volatility is based on the historic
volatility (based on the remaining life of the scheme),
adjusted for any expected changes to future volatility
due to publicly available information.
A charge in the Consolidated Income Statement of
£0.8m was recognised in the FY21 period in relation to
the equity-settled element of the scheme resulting in
£0.8m being held in equity.
The scheme also has a cash-settled bonus for all other
eligible employees who do not qualify for the Fearless
1000 share scheme. The cash bonus at the end of the
4 year period is based on the employee tenure and
has been accounted as an other long-term employee
benefit as defined by IAS 19 Employee Benefits. A
charge in the Consolidated Income Statement of
£0.5m was recognised in the FY21 period along with a
corresponding liability.
FY22 update
At the annual general meeting in October 2021, our
shareholders gave approval for an extension to the
performance period for the Fearless 1000 plan up
FRASERS GROUP PLC ANNUAL REPORT 2022
161

to five years. This is seen to benefit participants as it
provides an additional period to achieve the £10 share
price target given that the difficulties associated with
the Covid-19 pandemic have impacted the business in
the first year of the plan. In addition, the Remuneration
Committee can now allow all awards to vest early if a
£15 share price target is achieved.
As per IFRS 2 Share-based payments, the original fair
value charge for the equity-settled scheme will continue
to be taken over the original period. In addition, an
incremental charge is being taken that represents the
additional value provided to participants by making
these amendments and this additional charge is being
taken over the new modified period.
The total assessed fair value of the amendment at grant
date is £1.1m which is being recognised over the 4 and 5
year vesting periods.
A charge in the Consolidated Income Statement of
£0.15m has been recognised in the period in relation
to the modification with an equivalent £0.15m being
recognised in equity.
For the equity-settled element of the FY21 Fearless 1000
plan, a charge in the Consolidated Income Statement
of £4.1m has been recognised in the period in relation to
the scheme with an equivalent £4.1m being recognised
in equity.
For the cash-settled element of the FY21 Fearless 1000
plan, a charge to the Consolidated Income Statement
of £2.4m has been recognised in the period along with a
corresponding increase in liability.
Executive Share Scheme
At the annual general meeting in October 2021, our
shareholders gave approval for the Executive Share
Scheme. Under this scheme shares may be issued by
the Group to Chris Wootton (CFO), Sean Nevitt (Chief
Commercial Officer) and David Al-Mudallal (COO) for
no cash consideration. Under the scheme, 600,000
shares per person are awarded to the individuals if
certain market conditions are achieved. The share price
must stay above £12 for 30 consecutive trading days to
trigger the vesting of shares at the end of the four year
vesting period, or the Remuneration Committee can
now allow all awards to vest early if a £15 share price
target is achieved. 50% of the shares are granted after
4 years and the remaining 50% after 5 years. In all other
respects the shares rank equally with other fully paid
ordinary shares on issue.
The scheme is deemed to be an equity-settled scheme
as defined by IFRS 2 Share-based payment. In line with
the accounting policy in note 1, the fair value at the
date of grant is expensed to the Consolidated Income
Statement on a straight-line basis over the vesting
period, with the corresponding credit going to equity.
The assessed fair value at grant date of the shares
granted during the period ended 24 April 2022 was
364.22p per share for the 4 year vesting period and
368.44p per share for the 5 year vesting period. The
fair value at grant date is independently determined
using an adjusted form of the Black-Scholes model
which includes a Monte Carlo simulation model that
takes into account the exercise price, the term of the
option, the impact of dilution (where material), 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 scheme. The
model inputs for shares granted during the period ended
24 April 2022 included:
• exercise price: £nil
• grant date: 14 October 2021
• expiry date: 7 October 2025 and 7 October 2026
• share price at grant date: 632p
• expected price volatility of the Company’s
shares: 39.85%
• expected dividend yield: 0%
• risk-free interest rate: 0.54%
FRASERS GROUP PLC ANNUAL REPORT 2022
162

The expected price volatility is based on the historic volatility (based on the remaining life of the scheme), adjusted for
any expected changes to future volatility due to publicly available information.
A charge in the Consolidated Income Statement of £0.8m has been recognised in the period in relation to the scheme
with an equivalent £0.8m being recognised in equity.
26. OTHER RESERVES
Permanent
contribution
to capital
Capital
redemption
reserve
Reverse
combination
reserve
Hedging
reserve
Total other
reserves
(£’m) (£’m) (£’m) (£’m) (£’m)
At 27 April 2020 0.1 8.0 (987.3) 28.0 (951.2)
Cash flow hedges
- recognised in the period - - - 0.4 0.4
- reclassified in the period and reported in
the sales
- - - (2.8) (2.8)
- reclassified and reported in cost of sales - - - (17.1) (17.1)
- taxation - - - 3.0 3.0
At 25 April 2021 0.1 8.0 (987.3) 11.5 (967.7)
Cash flow hedges
- recognised in the period - - - 52.1 52.1
- reclassified and reported in cost of sales - - - 7.5 7.5
- taxation - - - (15.8) (15.8)
At 24 April 2022 0.1 8.0 (987.3) 55.3 (923.9)
The permanent contribution to capital relates to a cash
payment of £50,000 to the Company on 8 February
2007 under a deed of capital contribution.
The capital redemption reserve arose on the redemption
of the Company’s redeemable preference shares of 10p
each at par on 2 March 2007.
The reverse acquisition reserve exists as a result of
the adoption of the principles of reverse acquisition
accounting in accounting for the Group restructuring
which occurred on 2 March 2007 and 29 March 2007
between the Company and Sports World International
Limited, Brands Holdings Limited, International Brand
Management Limited and CDS Holdings SA with Sports
World International Limited as the acquirer.
The hedging reserve represents the cumulative amount
of gains and losses on hedging instruments deemed
effective in cash flow hedges. The cumulative deferred
gain or loss on the hedging instrument is recognised
in the income statement only when the hedged
transaction impacts the income statement.
Other Balance Sheet Reserves
The foreign currency translation reserve is used to record
exchange differences arising from the translation of
the Financial Statements of foreign subsidiaries and
associates.
The own shares reserve represents the cost of shares in
Frasers Group Plc purchased in the market and held by
Frasers Group Employee Benefit Trust to satisfy options
under the Group’s share options scheme. The treasury
reserve represents shares held by the Group in treasury.
The Group holds 17,386,913 shares in the Employee
Benefit Trust as at period end (FY21: 17,386,913).
The non-controlling interests of the Group mostly
relates to Sportland International Group AS and its
subsidiaries. This company is incorporated in Estonia
with the principal places of business being a number of
Baltic countries in Europe. The non-controlling interests
hold 40% of the share capital of Sportland International
Group AS. During the period £5.6m profit (FY21: £3.0m)
has been allocated to the non-controlling interests
of Sportland International Group AS, resulting in an
accumulated non-controlling interests at the end of the
period of £18.0m (FY21: £12.4m). A dividend of £1.3m was
paid to the non-controlling interest in the period (FY21:
£0.9m). The group of companies headed by Sportland
International Group AS has total assets of £68.6m (FY21:
£67.8m) and total liabilities of £23.4m (FY21: £14.6m).
FRASERS GROUP PLC ANNUAL REPORT 2022
163

27. BORROWINGS
24 April 2022 25 April 2021
(£m) (£m)
Current:
Lease liabilities
117.0 188.5
Non-Current
29.7 23.0
Bank and other loans
827.9 705.9
Lease liabilities
503.6 534.2
1,448.5 1,428.6
An analysis of the Group’s total borrowings other than bank overdrafts is as follows:
24 April 2022 25 April 2021
(£m) (£m)
Borrowings - sterling
827.9 705.9
Group borrowings (excluding Studio Retail Limited) are at a rate of interest of 2.0% (FY21: 1.3%) over the interbank
rate of the country within which the borrowing entity resides. As part of the Studio Retail Limited acquisition, a
securitisation loan was acquired which had a balance at 24 April 2022 of £143.6m. The average interest rate paid on
the securitisation loan was 3.23%.
Reconciliation Of Liabilities Arising From Financing Activities
The changes in the Group’s liabilities arising from financing activities can be classified as follows:
Non-current
borrowings
Current
borrowings Total
(£m) (£m) (£m)
At 26 April 2020
1,376.2 147.9 1,524.1
Cash-flows:
- Borrowings drawn down
1,128.1 - 1,128.1
- Borrowings repaid
(1,323.6) - (1,323.6)
- Borrowings acquired through business combinations
1.4 - 1.4
Lease liability:
- IFRS 16 Lease Liabilities - cash-flows
- (78.0) (78.0)
- IFRS 16 Lease Liabilities - modifications/remeasurements, transfers from non-current
to current, and foreign exchange adjustments
(40.3) 98.1 57.8
- IFRS 16 Lease Liabilities - new leases
98.3 20.5 118.8
At 25 April 2021
1,240.1 188.5 1,428.6
Cash-flows:
- Borrowings drawn down
1,374.4 - 1,374.4
- Borrowings repaid
(1,484.4) - (1,484.4)
- Borrowings acquired through business combinations (note 32)
232.0 - 232.0
Lease liability:
- IFRS 16 Lease Liabilities - cash-flows
- (176.2) (176.2)
- IFRS 16 Lease Liabilities - modifications/remeasurements, transfers from non-current
to current, and foreign exchange adjustments
(136.7) 91.1 (45.6)
- IFRS 16 Lease Liabilities - new leases
90.1 11.4 101.5
- IFRS 16 Lease Liabilities - acquired through business combinations (note 32)
16.0 2.2 18.2
At 24 April 2022
1,331.5 117.0 1,448.5
FRASERS GROUP PLC ANNUAL REPORT 2022
164

On 30 November 2021 the Group refinanced its existing borrowings and entered into a combined term loan and
revolving credit facility of £930.0m for a period of 3 years, with the possibility to extend this by a further 2 years. This
facility increased to £940.0m as at 24 April 2022 and to £980.0m subsequent to the period end. Given the revolving
credit facility is available for a minimum of 3 years and the limited restriction of lending under the facility, the balance
is classified as non-current on the Consolidated Balance Sheet.
The Group continues to operate comfortably within its banking facilities and covenants and the Board remains
comfortable with the Group’s available headroom. The carrying amounts and fair value of the borrowings are not
materially different.
Reconciliation of Net Debt:
24 April 2022 25 April 2021
(£m) (£m)
Borrowings
(1,448.5) (1,428.6)
Add back:
- Lease liabilities
620.6 722.7
Cash and cash equivalents
336.8 457.0
Net debt
(491.1) (248.9)
28. DEFERRED TAX ASSETS AND LIABILITIES
IFRS 16
Accounts
depreciation
exceeding tax
depreciation
Tax losses
recoverable
Bonus
share
scheme
Forward
currency
contracts
Fair value
adjustments
to intangibles
Retirement
benefit
obligations
Other
temporary
differences Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
At 26 April 2020
28.5 19.6 - - (8.0) (17.6) - 1.8 24.3
Credited/(charged) to the
income statement
14.6 4.1 - - (2.0) 1.0 - (7.4) 10.3
Charged to reserves
- - - (0.3) - 2.5 - - 2.2
Credited to hedging reserves
- - - - 3.0 - - - 3.0
At 25 April 2021
43.1 23.7 - (0.3) (7.0) (14.1) - (5.6) 39.8
Acquired through business
combinations (see note 32)
- 8.2 22.6 - - (1.1) (6.8) 3.2 26.1
Credited/(charged) to the
income statement
10.1 (12.6) - 2.5 - 1.5 (0.5) 0.8 1.8
Charged to reserves
- - - 3.5 - (1.7) 6.7 - 8.5
Credited to hedging reserves
- - - - (15.8) - - - (15.8)
At 24 April 2022
53.2 19.3 22.6 5.7 (22.8) (15.4) (0.6) (1.6) 60.4
24 April 2022 25 April 2021
(£m) (£m)
Deferred tax assets
100.8 66.8
Deferred tax liabilities
(40.4) (27.0)
Net deferred tax balance
60.4 39.8
The tax rates used to measure the deferred tax assets and liabilities was 25% (FY21: 19%), on the basis that this was the
tax rate that was substantively enacted at the balance sheet date.
Deferred tax assets are recognised to the extent that realisation of the related tax benefit is probable on the basis
of the Group’s current expectations of future taxable profits. The Group has approx. £122m of taxable losses not
recognised as a deferred tax asset (approx. £30m deferred tax asset).
FRASERS GROUP PLC ANNUAL REPORT 2022
165

29. PROVISIONS
Legal and
regulatory
Property
related
Financial
services related Other Total
(£m) (£m) (£m) (£m) (£m)
At 26 April 2020
225.4 107.9 - 2.7 336.0
Amounts provided
7.3 41.5 - - 48.8
Amounts utilised / reversed
(16.9) (5.3) - (1.4) (23.6)
At 25 April 2021
215.8 144.1 - 1.3 361.2
Acquired through business combinations
(see note 32)
7.1 2.7 42.4 - 52.2
Amounts provided
17.7 53.7 - - 71.4
Amounts utilised / reversed
(10.4) (39.3) (0.8) (1.3) (51.8)
At 24 April 2022
230.2 161.2 41.6 - 433.0
Legal and regulatory provisions relate to management’s
best estimate of the potential impact of claims including
legal, commercial, regulatory and ongoing non-UK tax
enquiries. The timing of the outcome of non-UK tax
inquiries and legal claims made against the Group is
dependent on factors outside the Group’s control and
therefore the timing of settlement is uncertain. After
taking appropriate legal advice, the outcomes of these
claims are not expected to give rise to material loss
in excess of the amounts provided. Included within
Legal and regulatory provisions, are amounts relating
to Studio Retail Limited’s ongoing discussions with
HMRC with regard to agreeing a new Partial Exemption
Special Method (the means by which the recovery of
input VAT on costs relating to the company’s financial
services activities is restricted). As at 24 April 2022, the
company held a provision of £6.9m which represents
management’s best estimate of the likely increase in
the level of restriction on the recovery of input VAT over
and above that which has already been restricted in
the company’s quarterly VAT returns. We note that
management’s best estimate is one of a number of
different outcomes so the amounts provided may differ
to the final costs incurred by the company in respect of
this matter.
A reimbursement asset of £88.3m (FY21: £118.3m) has
been recognised separately within debtors relating to
ongoing non-UK tax enquiries.
Included within property related provisions are
provisions for dilapidations in respect of the Group’s
retail stores and warehouses. Further details of
managements estimates are included in note 2.
Other provisions relate to provisions for restructuring and
employment (non-retirement related).
Included above is a provision of £41.6m for probable
outflows in respect of the financial services business.
As a regulated business, Studio Retail Limited has an
obligation to proactively review its business to ensure
that appropriate outcomes were delivered to customers.
Based on work undertaken as at the balance sheet date
it is considered likely that some level of remediation will
be required to fully satisfy this obligation.
The provision recognises the inherent uncertainties in
any such remediation including the number of customers
who might have been impacted, the proportion of those
who were adversely affected by the legacy decisions,
the possible remediation payable, and overlays these
uncertainties with a risk-based consideration of the
proportion of the population identified above that
suffered adverse outcomes, and the period over which
such adverse outcomes may have been suffered.
Assumptions have been overlaid in respect of the timing
and mechanism for undertaking any remediation.
At this stage a detailed analysis of the relevant customer
cohorts has not yet been completed and as such
there are a range of outcomes which could result in a
settlement which is significantly lower or higher than the
amount estimated. This variation could be significant
and therefore highly material for a user of these
accounts. This range of outcomes is expected to narrow
as the work to substantiate each of the uncertainties set
out above is completed. It is anticipated this work will be
completed within the 12 month fair value measurement
period in line with IFRS3.
The timing of any potential outflows is also uncertain, but
we have assumed that these take place within two years.
The recognition of a provision by the Group is not an
admission of liability for the payment of this amount,
but rather to comply with the Directors’ obligations to
prepare financial statements that give a true and fair
view of the performance and financial position of the
Group in accordance with IFRS.
FRASERS GROUP PLC ANNUAL REPORT 2022
166

30. FINANCIAL INSTRUMENTS
A. Financial Assets and Liabilities by Category and Fair Value Hierarchy
The fair value hierarchy of financial assets and liabilities, which are principally denominated in Sterling or US Dollars,
were as follows:
Level 1 Level 2 Level 3 Other Total
FINANCIAL ASSETS - 24 April 2022 (£’m) (£’m) (£’m) (£’m) (£’m)
Amortised cost:
Trade and other receivables*
- - - 704.7 704.7
Cash and cash equivalents
- - - 336.8 336.8
Amounts owed by related parties
- - - 24.2 24.2
FVOCI:
Long Term Financial Assets (Equity Instruments) - designated
206.6 - - - 206.6
Derivative financial assets (FV):
Foreign forward purchase and sales contracts, and interest rate swaps
- 116.5 - - 116.5
- 116.5 - - 116.5
FINANCIAL LIABILITIES - 24 April 2022
Amortised cost:
Non-current borrowings
- - - (827.9) (827.9)
Trade and other payables**
- - - (721.7) (721.7)
IFRS 16 Lease liabilities
- - - (620.6) (620.6)
Derivative financial liabilities (FV):
Foreign forward and written options purchase and sales contracts - Unhedged
- (31.3) - - (31.3)
Derivative financial liabilities - contracts for difference & equity options
- (75.9) - - (75.9)
- (107.2) - - (107.2)
*Prepayments of £112.5m are not included as a financial asset.
**Other taxes including social security costs of £8.1m are not included as a financial liability.
Level 1 Level 2 Level 3 Other Total
FINANCIAL ASSETS - 25 April 2021 (£’m) (£’m) (£’m) (£’m) (£’m)
Amortised cost:
Trade and other receivables*
- - - 435.1 435.1
Cash and cash equivalents
- - - 457.0 457.0
Amounts owed by related parties
- - - 26.8 26.8
FVOCI:
Long Term Financial Assets (Equity Instruments) - designated
263.3 - - - 263.3
Derivative financial assets (FV):
Foreign forward purchase and sales contracts
- 35.3 - - 35.3
Derivative financial assets - contracts for difference & equity options
- 20.1 - - 20.1
- 55.4 - - 55.4
FINANCIAL LIABILITIES - 25 April 2021
Amortised cost:
Non-current borrowings
- - - (705.9) (705.9)
Trade and other payables**
- - - (620.1) (620.1)
IFRS 16 Lease liabilities
- - - (722.7) (722.7)
Derivative financial liabilities (FV):
Foreign forward and written options purchase and sales contracts - Unhedged
- (17.5) - - (17.5)
Derivative financial liabilities - contracts for difference & equity options
- (1.7) - - (1.7)
- (19.2) - - (19.2)
*Prepayments of £84.6m are not included as a financial asset.
**Other taxes including social security costs of £26.2m are not included as a financial liability.
FRASERS GROUP PLC ANNUAL REPORT 2022
167

B. Financial Assets and Liabilities Sensitivities by Currency
The Group’s principal foreign currency exposures are to US Dollars and Euros. The table below illustrates the
hypothetical sensitivity of the Group’s reported profit and equity to a 5% increase and decrease in the US Dollar /
Sterling and Euro / Sterling exchange rates at the year-end date, assuming all other variables remain unchanged.
The figures have been calculated by comparing the fair values of outstanding foreign currency contracts, assets and
liabilities at the current exchange rate to those if exchange rates moved as illustrated. The income statement figures
include the profit effect of any relevant derivatives which are not in a designated cash flow hedge. The impact on US
Dollar and Euro related hedging instruments is included in equity.
The analysis has been prepared using the following assumptions:
1. Existing assets and liabilities are held as at the period end; and
2. No additional hedge contracts are taken out.
SENSITIVITY
USD EUR
GBP & Other USD EUR Total -5% +5% -5% +5%
FY22:
Trade and Other Receivables
648.6 24.5 31.6 704.7 (1.2) 1.2 (1.6) 1.6
Cash and cash equivalents
243.2 19.2 74.4 336.8 (1.0) 1.0 (3.7) 3.7
Trade and Other Payables
(614.0) (15.0) (92.7) (721.7) 0.8 (0.8) 4.6 (4.6)
FY21:
Trade and Other Receivables
370.1 25.2 39.8 435.1 (1.3) 1.3 (2.0) 2.0
Cash and cash equivalents
353.4 49.4 54.2 457.0 (2.5) 2.5 (2.7) 2.7
Trade and Other Payables
(489.0) (24.5) (106.6) (620.1) 1.2 (1.2) 5.3 (5.3)
There is no difference between fair value and carrying value of the above financial instruments (FY21: £nil).
Fair Value Hierarchy
The Group uses the following hierarchy for determining
and disclosing the fair value of financial instruments by
valuation technique:
• Level 1: quoted (unadjusted) prices in active markets
for identical assets or liabilities;
• Level 2: other techniques for which all inputs which
have a significant effect on the recorded fair value
are observable, either directly or indirectly; and
• Level 3: techniques which use inputs which have a
significant effect on the recorded fair value that are
not based on observable market data.
Contracts for difference are classified as Level 2 as the
fair value is calculated using quoted prices for listed
shares and commodities at contract inception and the
period end.
Foreign forward purchase and sales contracts and
options are classified as Level 2, the Group enters into
these derivative financial instruments with various
counterparties, principally financial institutions with
investment grade credit ratings. Foreign exchange
forward contracts and options are valued using
valuation techniques, which employ the use of market
observable inputs. The most frequently applied
valuation techniques include forward pricing and swap
models using present value calculations.
The models incorporate various inputs including the
credit quality of counterparties, foreign exchange spot
and forward rates, and yield curves of the respective
currencies.
Long-term financial assets such as equity instruments
are classified as Level 1 as the fair value is calculated
using quoted prices.
The fair value of equity derivative agreements are
included within the derivative financial assets balance
of £nil (FY21: £20.1m) and derivative financial liabilities
balance of £75.9m (FY21: £1.7m). The derivative financial
assets and derivative financial liabilities as at 24 April
2022 relate to strategic investments held of between
0.8% and 22.4% of investee share capital.
Sold options are classified as Level 2 as the fair value
is calculated using other techniques, where inputs are
observable.
Trade receivables / payables, amounts owed from
related parties, other receivables / payables, cash and
cash equivalents, current / non-current borrowings, and
lease liabilities are held at amortised cost.
The maximum exposure to credit risk as at 24 April 2022
and at 25 April 2021 is the carrying value of each class
of asset in the Balance Sheet, except for amounts owed
from related parties which is the gross carrying amount
of £62.6m (FY21: £65.2m).
FRASERS GROUP PLC ANNUAL REPORT 2022
168

C. Derivatives: Foreign Currency Forward Contracts
(c)(i) Hedging
The most significant exposure to foreign exchange
fluctuations relates to purchases made in foreign
currencies, principally the US Dollar and online sales in
Euros. The Group’s policy is to reduce substantially the
risk associated with foreign currency spot rates by using
forward fixed rate currency purchase contracts, taking
into account any foreign currency cash flows. The Group
does not hold or issue derivative financial instruments
for trading purposes, however if derivatives, including
both forwards and written options, do not qualify for
hedge accounting they are accounted for as such and
accordingly any gain or loss is recognised immediately
in the income statement. Management are of the view
that there is a substantive distinct business purpose for
entering into the options and a strategy for managing
the options independently of the forward contracts. The
forward and options contracts are therefore not viewed
as one contract and hedge accounting for the forwards
is permitted.
Hedge effectiveness is determined at inception of
the hedge relationship and at every reporting period
end through the assessment of the hedged items and
hedging instrument to determine whether there is still an
economic relationship between the two.
The critical terms of the foreign currency forwards
entered into exactly match the terms of the hedged
item. As such the economic relationship and hedge
effectiveness are based on the qualitative factors and
the use of a hypothetical derivative where appropriate.
Hedge ineffectiveness may arise where the critical terms
of the forecast transaction no longer meet those of the
hedging instrument, for example, if there was a change
in the timing of the forecast sales transactions from
what was initially estimated or if the volume of currency
in the hedged item was below expectations leading
to over-hedging. Differences can arise when the initial
value on the Hedging instrument is not zero.
The hedged items and the hedging instrument are
denominated in the same currency and as a result the
hedging ratio is always one to one.
All derivative financial instruments used for hedge
accounting are recognised initially at fair value and
reported subsequently at fair value in the statement
of financial position. To the extent that the hedge
is effective, changes in the fair value of derivatives
designated as hedging instruments in cash flow
hedges are recognised in other comprehensive income
and included within the cash flow hedge reserve in
equity. Any ineffectiveness in the hedge relationship is
recognised immediately in profit or loss.
At the time the hedged item affects profit or loss,
any gain or loss previously recognised in other
comprehensive income is reclassified from equity
to profit or loss and presented as a reclassification
adjustment within other comprehensive income. If a
forecast transaction is no longer expected to occur, any
related gain or loss recognised in other comprehensive
income is transferred immediately to profit or loss. If the
hedging relationship ceases to meet the effectiveness
conditions then hedge accounting is discontinued and
the related gain or loss is held in the equity reserve until
the forecast transaction occurs.
The fair value of hedged contracts as at 24 April 2022 was:
24 April 2022 25 April 2021
(£m) (£m)
Assets
US Dollar purchases - GBP
32.9 2.4
US Dollar purchases - EUR
54.2 2.3
Euro sales
12.8 30.6
Total
99.9 35.3
Liabilities
US Dollar purchases - GBP
- 7.3
US Dollar purchases - EUR
- 0.1
Total
- 7.4
FRASERS GROUP PLC ANNUAL REPORT 2022
169

The details of hedged forward foreign currency purchase contracts and contracted forward rates were as follows:
24 April 2022 25 April 2021
(£’m) (£’m)
Currency GBP Currency GBP
US Dollar purchases
480.0 340.4 720.0 523.1
Contracted rates USD / GBP 1.41 1.36 - 1.41
Weighted average contracted rates USD / GBP 1.41 1.38
US Dollar purchases 120.0 78.6 120.0 83.9
Contracted rates USD / EUR 1.26-1.31 1.21 - 1.31
Weighted average contracted rates USD / EUR 1.28 1.26
Euro sales (600.0) (574.5) (240.0) (242.4)
Contracted rates EUR / GBP 0.99-1.08 0.99
Weighted average contracted rates EUR / GBP 1.04 0.99
The timing of the contracts is as follows:
Currency Hedging against Currency value Timing Rates
USD/GBP USD inventory purchases USD 480m FY23 1.41
USD/EUR USD inventory purchases USD 120m FY23 - FY24 1.26-1.31
EUR/GBP Euro sales EUR 600m FY23, FY25 0.99-1.08
The foreign currency forwards and options are denominated in the same currency as the highly probably future
inventory purchases and sales so the hedged ratio is 1:1. Hedge ineffectiveness may arise where the critical terms of
the forecast transaction no longer meet those of the hedging instrument, for example if there was a change in the
timing of the forecast sales transactions from what was initially estimated or if the volume of currency in the hedged
item was below expectations leading to over-hedging.
24 April 2022 25 April 2021
(£m) (£m)
Change in discounted spot value of outstanding hedging instruments since inception of the hedge
(77.5) (14.5)
Change in value of hedged item used to determine hedge ineffectiveness
(104.9) (28.1)
24 April 2022 25 April 2021
(£’m) (£’m)
Change in the
fair value of the
currency forward
Change in the
fair value of the
hedged item
Change in the
fair value of the
currency forward
Change in the
fair value of the
hedged item
US Dollars purchases - GBP
30.5 30.5 (4.8) (4.8)
US Dollars purchases - EUR 9.7 9.7 2.1 2.1
Euro sales 11.9 11.9 3.1 3.1
At 24 April 2022 £574.5m of forward sales contracts (FY21: £242.4m) and £419.0m of purchase contracts (FY21: £607.0m)
qualified for hedge accounting and the gain on fair valuation of these contracts of £52.1m (FY21: £0.4m) has therefore
been recognised in other comprehensive income.
At 24 April 2022, £38.6m hedged purchase contracts had a maturity of greater than 12 months (FY21: £210.5m of purchase
contracts) and £332.1m of hedged sales had a maturity of greater than 12 months (FY21: £242.4m of sales contracts).
FRASERS GROUP PLC ANNUAL REPORT 2022
170

The movements through the Hedging reserve are:
USD/GBP EUR/GBP USD/EUR
Total
hedge movement Deferred tax
Total
hedging reserve
(£m) (£m) (£m) (£m) (£m) (£m)
As at 26 April 2020
- 16.6 17.2 33.8 (5.8) 28.0
Recognised
(4.9) 3.2 2.1 0.4 - 0.4
Reclassified in sales
- (2.8) - (2.8) - (2.8)
Reclassified in inventory /
cost of sales
- - (17.1) (17.1) - (17.1)
Deferred Tax
- - - - 3.0 3.0
As at 25 April 2021
(4.9) 17.0 2.2 14.3 (2.8) 11.5
Recognised
30.5 11.9 9.7 52.1 - 52.1
Reclassified in inventory /
cost of sales
7.4 - 0.1 7.5 - 7.5
Deferred Tax
- - - - (15.8) (15.8)
As at 24 April 2022
33.0 28.9 12.0 73.9 (18.6) 55.3
(c)(ii) Unhedged
The sterling principal amounts of unhedged forward contracts and written currency option contracts and contracted
rates were as follows:
24 April 2022 25 April 2021
(£m) (£m)
US Dollar purchases
78.6 40.3
Contracted rates USD / EUR
1.26-1.31 1.31
- Euro sales
(715.9) (383.8)
Contracted rates EUR / GBP
0.99-1.08 0.99
Included within finance costs, classified within fair value adjustment to derivatives, is a loss on fair value of unhedged
forward contracts, written currency option contracts and swaps of £28.9m (FY21: loss of £4.6m).
At 24 April 2022, £78.6m of unhedged purchase
contracts had a maturity at inception of greater than 12
months (FY21: £nil purchase contracts) and £715.9m of
unhedged sales had a maturity at inception of greater
than 12 months (FY21: £335.4m of sales contracts).
These contracts form part of the Treasury management
activities, which incorporates the risk management
strategy for areas that are not reliable enough in timing
and amount to qualify for hedge accounting. This
includes acquisitions, disposals of overseas subsidiaries,
related working capital requirements, dividends and loan
repayments from overseas subsidiaries and purchase
and sale of overseas property. Written options carry
additional risk as the exercise of the option lies with the
purchaser. The options involve the Group receiving a
premium on inception in exchange for accepting that
risk and the outcome is that the bank may require the
Group to sell Euros. However, the Group is satisfied that
the use of options as a Treasury management tool
is appropriate.
FY22 value excludes short term swaps of USD/GBP of
USD 40.0m and EUR/USD of EUR 40.0m which were
required for cash management purposes only. In FY21
there are nil short term swaps at period end.
D. Interest rate swaps
The Group uses interest rate swaps to manage its
exposure to interest rate movements on its bank
borrowings. The Group has two contracts in place that
fix interest payments on variable rate debt. The first
contract covers a notional amount of £250.0m and fixes
the interest rate at 0.985% per annum until 29 May
2026. The second contract covers a notional amount of
£100.0m and fixes the interest rate at 0.45% per annum
until 2 September 2024. The fair value of these interest
rate swaps is an asset of £16.6m (2021: liability of £7.4m).
The fair value gain has been recognised in finance
income classified as fair value adjustment to derivatives.
FRASERS GROUP PLC ANNUAL REPORT 2022
171

E. Sensitivity Analysis
The Group’s principal foreign currency exposures are to US Dollars and Euros. The table below illustrates the
hypothetical sensitivity of the Group’s reported profit and equity to a 10% increase and decrease in the US Dollar /
Sterling and Euro / Sterling exchange rates at the year-end date, assuming all other variables remain unchanged. The
figures have been calculated by comparing the fair values of outstanding foreign currency contracts at the current
exchange rate to those if exchange rates moved as illustrated. The income statement figures include the profit effect
of any relevant derivatives which are not in a designated cash flow hedge. The impact on US Dollar and Euro related
hedging instruments is included in equity.
Positive figures represent an increase in profit or equity:
Income statement Equity
24 April 2022 25 April 2021 24 April 2022 25 April 2021
(£’m) (£’m) (£’m) (£’m)
Sterling strengthens by 10%
US Dollar (2.9) 8.1 (22.6) (17.4)
Euro (39.4) 23.4 10.0 10.9
Sterling weakens by 10%
US Dollar 3.5 (9.9) 27.6 21.3
Euro 48.1 (90.8) (12.3) (13.4)
Interest Rate Sensitivity Analysis
The following table illustrates the sensitivity of the Group’s reported profit and equity to a 0.5% increase or decrease in
interest rates, assuming all other variables were unchanged.
The analysis has been prepared using the following assumptions:
• For floating rate assets and liabilities, the amount of asset or liability outstanding at the balance sheet date is
assumed to have been outstanding for the whole year.
• Fixed rate financial instruments that are carried at amortised cost are not subject to interest rate risk for the
purpose of this analysis.
Positive figures represent an increase in profit or equity:
Income statement Equity
24 April 2022 25 April 2021 24 April 2022 25 April 2021
(£’m) (£’m) (£’m) (£’m)
Interest rate increase of 0.5% (2.6) (3.0) (2.6) (3.0)
Interest rate decrease of 0.5% 2.6 3.0 2.6 3.0
Long term Investments Sensitivity Analysis
The following table illustrates the sensitivity of price risk in relation to long term investments held by the Group:
24 April 2022
Equity
(£'m)
Share price increase of 10%
20.2
Share price decrease of 10%
(20.2)
FRASERS GROUP PLC ANNUAL REPORT 2022
172

F. Liquidity Risk
The table below shows the maturity analysis of the undiscounted remaining contractual cash flows of the Group’s non
derivative liabilities and foreign currency derivative financial instruments:
Less than 1 year 1 to 2 years 2 to 5 years Over 5 years Total
(£’m) (£’m) (£’m) (£’m) (£’m)
2022
Non derivative financial liabilities:
Bank loans and overdrafts
- - 827.9 - 827.9
Bank loans and overdrafts interest
26.5 27.3 28.2 - 82.0
Trade and other payables
721.7 - - - 721.7
IFRS 16 Lease liabilities
131.5 93.6 182.4 426.4 833.9
Derivative financial instruments:
Cash inflows
(1,008.7) (38.5) (711.5) - (1,758.7)
Cash outflows
1,079.7 45.1 702.4 - 1,827.2
950.7 127.5 1,029.4 426.4 2,534.0
2021
Non derivative financial liabilities:
Bank loans and overdrafts
- 705.9 - - 705.9
Bank loans and overdrafts interest
- 9.9 - - 9.9
Trade and other payables
620.1 - - - 620.1
IFRS 16 Lease liabilities
196.6 112.7 196.8 670.9 1,177.0
Derivative financial instruments:
Cash inflows
(396.5) (766.9) (80.6) - (1,244.0)
Cash outflows
389.1 798.9 81.5 - 1,269.5
809.3 860.5 197.7 670.9 2,538.4
Capital Management
The capital structure of the Group consists of equity
attributable to the equity holders of the parent
company, comprising issued share capital (less
treasury shares), share premium, retained earnings
and cash and borrowings.
It is the Group’s policy to maintain a strong capital
base so as to maintain investor, creditor and market
confidence and to sustain the development of
the business.
In respect of equity, the Board has decided that, in order
to maximise flexibility in the near term with regards to a
number of inorganic growth opportunities under review,
not to return any cash by way of a final dividend at
this time.
The Board is committed to keeping this policy under
review and to looking to evaluate methods of returning
cash to shareholders when appropriate.
The objective of the Share Scheme is to encourage
employee share ownership and to link employee’s
remuneration to the performance of the Company. It is
not designed as a means of managing capital.
In respect of cash and borrowings, the Board regularly
monitors the ratio of net debt to Reported EBITDA
(Pre-IFRS 16), the working capital requirements and
forecasted cash flows, however no minimum or
maximum ratios are set outside of maintaining a ratio
of net debt to Reported EBITDA (pre IFRS 16) below 3.0.
The ratio for net debt to Reported EBITDA (pre IFRS 16) is
0.6 (FY21: 0.5). The objective is to keep this figure below
3.0 (FY21: 3.0).
Based on this analysis, the Board determines the
appropriate return to equity holders whilst ensuring
sufficient capital is retained within the Group to meet
its strategic objectives, including but not limited to,
acquisition opportunities.
These capital management policies have remained
unchanged from the prior period.
FRASERS GROUP PLC ANNUAL REPORT 2022
173

31. TRADE AND OTHER PAYABLES
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Trade payables
358.1 279.3
Amounts owed to related undertakings
0.1 2.6
Other taxes including social security costs
8.1 26.2
Other payables
102.0 93.0
Accruals
261.5 245.2
729.8 646.3
Included within other payables are amounts outstanding in respect of gift cards and vouchers of £42.6m (FY21: £28.8m).
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
32. ACQUISITIONS
i. On 24 February 2022, the Group acquired 100% of the share capital and voting rights of Studio Retail Limited
(SRL) and certain other assets of Studio Retail Group plc (in administration) (SRG) for cash consideration of £28.3m
which is deemed to be the fair value of the consideration. SRL is a digital value retailer with a broad product
offering and the ability to provide customers a range of payment options including a flexible credit facility. The
acquisition will help to accelerate the Group’s ambition to elevate its customer journey including a flexible
repayment proposition. As part of the transaction, SRG assigned its liabilities held to its lending banks under its
revolving credit facilities to SRL. A debt transfer took place which transferred this revolving credit facility debt from
the lending banks to Frasers Group Plc which became the new lender. The fair value adjustment to intangible
assets and inventory relates to management’s assessment of the price that would be paid for the acquired assets
in an orderly transaction between market participants at the acquisition date, as well as the recognition of a
customer related intangible. The fair value adjustment to property, plant and equipment relates to management’s
assessment of the fair value of the buildings acquired as part of the acquisition and which are recognised on the
balance sheet of the Frasers Group Plc company. The fair value adjustment relating to borrowings relates to the
acquisition by Frasers Group Plc of the liabilities held between SRG and the lending banks under its revolving
credit facilities which SRG assigned to SRL. Acquisition related costs of £0.4m are included in administrative
expenses in the Consolidated Income Statement and in cash flows from operating activities in the Consolidated
Cash Flow Statement. The Group continues to hold a 28.9% interest in SRG at the period end, however given the
administration of SRG and the sale of its main trading subsidiary SRL, the interest has been fair valued to £nil with
the loss recognised through other comprehensive income (see note 21).
ii. During the period the Group acquired the entire share capital of Bob Woolmer Sales Limited for consideration of
£2.5m.
The following table summarises the fair values of consideration paid:
Studio Retail
Limited
Other
(£m) (£m)
Cash consideration
28.3 2.5
28.3 2.5
FRASERS GROUP PLC ANNUAL REPORT 2022
174

The asset and liability values at acquisition are detailed below. We have reviewed the fair value of the assets and
liabilities acquired which are deemed to be provisional given the judgemental nature of some of the balances.
Studio Retail Limited Other
Book Value
Fair Value
Adjustment Fair Value Book Value
Fair Value
Adjustment Fair Value
(£m) (£m) (£m) (£m) (£m) (£m)
Property, plant
and equipment
12.5 7.0 19.5 - - -
Intangible assets
12.6 (6.9) 5.7 - - -
Inventories
56.4 7.6 64.0 0.4 - 0.4
Cash and cash equivalents
29.8 - 29.8 0.8 - 0.8
Retirement benefit
obligations
27.3 - 27.3 - - -
Credit customer
receivables
383.0 - 383.0 - - -
Allowance for expected
credit losses
(129.0) - (129.0) - - -
Deferred tax balances
27.2 (1.1) 26.1 - - -
Borrowings
(253.3) 21.3 (232.0) - - -
Other working capital
(90.9) (90.9) - - -
Lease liability
(18.2) - (18.2) - - -
Provisions
(52.2) - (52.2) - - -
Goodwill
- - - - 1.3 1.3
Bargain purchase
- (4.8) (4.8) - - -
Net assets acquired
5.2 23.1 28.3 1.2 1.3 2.5
The bargain purchase of £4.8m from the Studio Retail Limited acquisition is as a result of the administration of
SRG, and the amount has been recognised within cost of sales within the period. The Goodwill arising on the other
acquisitions of £1.3m has been impaired to £nil as at period end with the impairment being recognised in Exceptional
Items, see note 6. Due to the nature of the credit facility offered by SRL to customers being a rolling facility, where new
purchases are added to the account as they are incurred and payments being allocated against the total customer
balance as received, the credit customer receivable and the IFRS 9 allowance for expected credit losses have been
recognised gross at the acquisition date. The period end analysis of this receivable balance and the IFRS 9 allowance
for expected credit losses can be found at note 23. Sensitivities with regards to the acquired provisions can be found
in note 29.
Since the date of control, the following amounts have been included within the Group’s Financial Statements for
the period:
Studio Retail
Limited
Other
Total
(£m) (£m) (£m) (£m)
Revenue
58.3 0.8 59.1
Operating loss
(6.6) (0.1) (6.7)
Loss before tax
(7.2) (0.1) (7.3)
FRASERS GROUP PLC ANNUAL REPORT 2022
175

Had the acquisitions been included from the start of the period the following amounts would have been included
within the Group’s Financial Statements for the period:
Studio Retail
Limited
Other
Total
(£m) (£m) (£m) (£m)
Revenue
491.4 3.0 494.4
Operating (loss)/profit
(108.9) 0.2 (108.7)
(Loss)/profit before tax
(115.4) 0.2 (115.2)
There were no contingent liabilities acquired as a result of the above transactions.
Reconciliation of net cash outflow from investing activities:
Studio Retail
Limited
Other
Total
(£m) (£m) (£m) (£m)
Cash consideration
(28.3) (2.5) (30.8)
Fair value of cash and cash equivalent acquired
29.8 0.8 30.6
Purchase of subsidiaries, net of cash acquired
1.5 (1.7) (0.2)
During the prior period ended 25 April 2021 the Group acquired the trade and assets of DW Sports for cash
consideration of £37.0m which resulted in Goodwill being recognised of £3.7m.
33. CASH INFLOW FROM OPERATING ACTIVITIES
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
(£m) (£m)
Profit before taxation
335.6 8.5
Net finance cost
18.9 27.2
Net investment income
(24.1) (96.0)
Operating profit/(loss)
330.4 (60.3)
Depreciation of property, plant and equipment
246.6 298.5
Depreciation on investment properties
5.9 1.9
Gain on disposal and modification/remeasurement of lease liabilities
(28.3) (27.7)
Amortisation of intangible assets
7.5 7.1
Impairment of tangible and intangible assets and investment properties
232.7 326.1
Profit on disposal of property, plant and equipment
(10.8) (9.7)
Profit on disposal of intangibles
- (7.5)
Gain on bargain purchase
(4.8) (3.1)
Share based payment charge in equity (excluding deferred tax)
9.2 -
Pension contributions less income statement charge
(1.6) -
Operating cash inflow before changes in working capital
786.8 525.3
Increase in receivables
(33.3) (136.6)
(Increase) / decrease in inventories
(155.0) 99.3
Increase in payables
7.5 64.9
Increase in provisions
22.9 25.4
Cash inflows from operating activities
628.9 578.3
34. CAPITAL COMMITMENTS
The Group had capital commitments of £145.0m as at 24 April 2022 (25 April 2021: £87.1m) relating to warehouse
automation, aircraft, other plant and machinery, and property purchases.
FRASERS GROUP PLC ANNUAL REPORT 2022
176

35. RELATED PARTY TRANSACTIONS
The Group has taken advantage of the exemptions contained within IAS 24 - “Related Party Disclosures” from the
requirement to disclose transactions between Group companies as these have been eliminated on consolidation.
The Group entered into the following material transactions with related parties:
52 weeks ended 24 April 2022:
Relationship Sales Purchases
Trade
and other
receivables
Trade
and other
payables
(£’m) (£’m) (£’m) (£’m)
Related Party
Four (Holdings) Limited & subsidiaries
(1)
Associate 2.6 63.7 24.0 -
Mash Holdings Limited
Parent company - - 0.2 -
Mike Ashley
(2)
Plc Director 1.5 - - -
N M Design London Limited
Connected
persons
- 0.2 - -
Rangers Retail Limited
Associate - - - 0.1
MM Prop Consultancy Limited & M.P.M Elevation Limited
Connected
persons
- 21.0 - -
52 weeks ended 25 April 2021:
Relationship Sales Purchases
Trade
and other
receivables
Trade
and other
payables
(£’m) (£’m) (£’m) (£’m)
Related Party
Four (Holdings) Limited & subsidiaries
(1)
Associate 2.2 41.1 26.5 0.1
Mash Holdings Limited
Parent company - - 0.2 -
Mike Ashley
(2)
Plc Director 1.3 - - -
N M Design London Limited
Connected
persons
- 0.1 - -
MM Prop Consultancy Limited
Connected
persons
- 2.5 - 2.5
Newcastle United Football Club Limited
& St James Holdings Limited
(3)
Connected
persons
0.2 (1.9) 0.1 -
Rangers Retail Limited
Associate - - - 0.1
(1) The outstanding balance with Four (Holdings) Limited reflects the funding related to Agent Provocateur. Management consider that the underlying results of
Four (Holdings) Limited supports the recoverability of the receivables balance. The results of Four (Holdings) Limited are not material on the basis of net
assets and profit before tax, subsequently detailed disclosures have not been presented under IFRS 12.
(2) Use of the Company jet and helicopter are charged at commercial rates.
(3) The sales relate to inventory and purchases include the reversal of the FY20 advertising charge.
An agreement has been entered into with Double Take Limited, a company owned by Mash Holdings Limited in which
Matilda Ashley, Mike Ashley’s daughter, is a director. Under the agreement, Double Take Limited licenses the Group the
exclusive rights to the cosmetic brand SPORT FX. During the period a review has been undertaken and no royalties or
other fees are expected to be payable to Double Take Limited for these rights until at least September 2023, the fee
arrangement will continue to be reviewed on an ongoing basis, no provision is required in the financial statements. It
should be noted that the Group (rather than Double Take Limited) owns the rights to SPORT FX for clothing, footwear
and sports equipment.
N M Design London Limited is a company in which Nicola Murray, Michael Murray’s mother, is a director, who
performs design work for the Group in relation to some of the Group’s sites.
A provision was made in FY20 for £2.0m payable to Newcastle United Football Club, this was reversed in FY21.
FRASERS GROUP PLC ANNUAL REPORT 2022
177

The trade and other receivables balance with Four (Holdings) Limited includes an unsecured loan balance of £60.0m
(gross of amounts recognised in respect of loss allowance) which attracts interest at a rate of 3% within current assets
(FY21: £60.0m). This has been accounted for at amortised cost in accordance with IFRS 9. The carrying value has been
determined by assessing the recoverability of the receivable balance, discounted at an appropriate market rate of
interest. £nil was recognised in the period in respect of doubtful debts (FY21: £4.7m). Further disclosure can be found in
note 23.
The sales amount in relation to Four (Holdings) Limited relates to the interest charge on the loan and the purchases
relate to the purchase of clothing products.
At the period end the Group does not have significant influence over but holds greater than 20% of the voting rights of
Mulberry Group plc. The latest equity amounts and results are shown below:
Mulberry Group plc
Period ended
2 April 2022
(£m)
Share capital
3.0
Share premium
12.2
Retained earnings
27.0
Total equity
42.2
Profit for the period
19.2
The Group does not consider it has the power to participate in the financial and operating policy decisions of Mulberry
Group Plc and so management do not consider the Group to be able to exert significant influence as per IAS 28
Investments in Associates and Joint Ventures and IAS 24 Related Party Disclosures.
Key Management, Executive And Non-Executive Director Compensation
24 April 2022 25 April 2021
(£m) (£m)
Salaries and short-term benefits
1.4 1.3
Fair value charge for Executive Share Scheme (see note 25)
0.8 -
Total
2.2 1.3
Key management personnel are considered to be the Directors and members of management who play a key
part in the long term strategy and operations of the Group. Detailed remuneration disclosures are provided in
the Directors’ Remuneration Report in this annual report including Directors’ shareholdings and share interests.
MM Prop Consultancy Limited, a company owned and
controlled by Michael Murray, who is a member of key
management personnel as per IAS 24, continued to
provide property consultancy services to the Group
during FY22. During FY22 MM Prop Consultancy Limited
was primarily tasked with finding and negotiating the
acquisition of new sites in the UK, Europe and Rest of
the World for both our larger format stores and our
combined retail and gym units but it also provides
advice to the Company’s in-house property team in
relation to existing sites in the UK, Europe and Rest of
the World.
In the year all properties have been assessed
that are considered to have created value across
all the outstanding freehold and long leasehold
properties over the applicable period from the MM
Property Consultancy agreement commencement
to 29 September 2021, they have been valued by an
independent valuer who confirms the value created by
MM Prop Consultancy Limited. The Group’s independent
Non-Executive Directors then review and agree the value
created and have full discretion to approve a payment
to MM Prop Consultancy Limited of up to 25% of the
value created.
On 1 May 2022 Michael Murray was appointed as CEO,
prior to his appointment MM Prop Consultancy Limited
and the Group finalised the terms on which any relevant
prior consultancy services agreements terminated.
The Board has now completed its assessment of the
unsettled value created by MM Prop Consultancy
Limited to the Group, with the assistance of independent
third party experts.
MM Prop Consultancy Limited is entitled to up to 25%
of any value created by services provided to the Group.
MM Prop Consultancy Limited has agreed to waive
contractually due amounts, including part crediting
previous payments under this agreement, such that
the Group receives a 40% discount as part of the
finalisation and cessation of the consultancy agreement.
The final payment to be made by the Group to MM
FRASERS GROUP PLC ANNUAL REPORT 2022
178

Prop Consultancy Limited following the application of
this discount is £20.9m which was paid in the year (FY21:
£2.5m was accrued and subsequently paid in FY22).
During FY21 the Group entered into an agreement
with M.P.M Elevation Limited, a company owned and
controlled by Michael Murray in relation to elevation
strategy services. M.P.M Elevation Limited was paid
£0.1m in relation to the provision of the elevation
strategy services (FY21: £0.1m).
36. ULTIMATE CONTROLLING
PARTY
The Group is controlled by Mike Ashley through his
100% shareholding in Mash Beta Limited and Mash
Holdings Limited, which own 303,507,460 (61.7% of the
issued ordinary share capital of the Company) and
26,492,540 (5.5% of the issued ordinary share capital of
the Company) ordinary shares respectively at the period
end. Mash Holdings Limited is the smallest and largest
company to consolidate these accounts. Mash Holdings
Limited is registered in England and Wales and a copy
of their financial statements can be obtained from
Companies House, Crown Way, Cardiff, CF14 3UZ.
37. POST BALANCE SHEET
EVENTS
On 25 April 2022 and 20 June 2022 the Group
commenced share buyback programmes with the
aggregate purchase price of all shares acquired
under these programmes of no greater than £105.0m
and the maximum number of shares that may be
purchased under the programmes of 15m ordinary
shares with a nominal value of 10p each. The purpose
of the programmes was to reduce the share capital of
the Company. 11,884,438 ordinary shares of 10p each
for consideration of £79.9m were acquired through
these programmes.
On 1 May 2022 Michael Murray was appointed as
Chief Executive Officer of Frasers Group. Mike Ashley
and Michael Murray worked together for a number
of months to ensure a smooth transition into the role.
Michael will accelerate the Group’s strategy to achieve
its vision: “to serve our customers with the World’s best
sports, premium and luxury brands.”
On 16 May 2022 the Group acquired the entire share
capital of leading Danish sport retailer SportMaster. Due
to the proximity of the acquisition date to the date these
financial statements are authorised for issue, the initial
accounting for the business combination is incomplete
and so the disclosures required by IFRS 3 Business
Combinations cannot be made at this stage.
On 25 May 2022 the Group disposed of its US
retail businesses trading as Bobs Stores (“Bobs”)
and Eastern Mountain Sports (“EMS”) for a cash
consideration of $70m to GoDigital Media Group
(“GDMG”). Further details are included within note 16
of the Group financial statements.
On 1 June 2022 the Group acquired certain intellectual
property of the online women’s fashion retailer,
Missguided Limited (in administration), Mennace
Limited (in administration) and Missguided (IP) Limited
for cash consideration of £20.0 million. Due to the
proximity of the acquisition date to the date these
financial statements are authorised for issue, the initial
accounting for the business combination is incomplete
and so the disclosures required by IFRS 3 Business
Combinations cannot be made at this stage.
The Group announced on 22 June 2022 that it has
increased its investment in Hugo Boss AG, and now has
the following interests in the common stock:
• 3,425,000 shares of common stock, representing
4.9% of Hugo Boss’s total share capital
• 18,289,000 shares of common stock via the sale of
put options, representing 26.0% of Hugo Boss’s total
share capital
After taking into account the premium it will receive
under the put options, Frasers Group’s maximum
aggregate exposure in connection with its acquired
interests in Hugo Boss, with the common stock holding
valued at the closing share price on 21 June 2022, is
approximately €900m (c. £770m).
On 28 July 2022 the Group acquired the online fashion
retailer I Saw It First for cash consideration of £1. Due to
the proximity of the acquisition date to the date these
financial statements are authorised for issue, the initial
accounting for the business combination is incomplete
and so the disclosures required by IFRS 3 Business
Combinations cannot be made at this stage.
On 11 August 2022 the Group completed the disposal
of a number of freehold and long leasehold retail
parks held by its wholly owned subsidiaries, to RI
UK 1 Limited for a headline price of £205m. Frasers
Group fascias will operate from leases within these
properties where appropriate. Frasers Group in the
ordinary course of business purchases and sells
properties from time to time and the Group intends to
use the proceeds of sale towards the working capital
of the Group and its operations.
On 17 August 2022 the Group made a cash offer to
acquire the entire issued and to be issued ordinary share
capital of MySale Group plc (‘MySale’) not already held
by Frasers Group at a price of 2 pence per MySale Share.
The offer values the entire issued and to be issued share
capital of MySale not currently held by Frasers Group
FRASERS GROUP PLC ANNUAL REPORT 2022
179

at approximately £13.6 million (not taking into account
the exercise of any outstanding options which may have
vested under the MySale Share Plans or any conversion
event pursuant to the Convertible Loan Notes). On 29
June 2022, Frasers Group acquired 270,666,650 MySale
Shares and, together with the contracts for difference
already held by it, Frasers Group increased its stake
in MySale to 28.7% and became MySale’s largest
shareholder. Since the disclosure of Frasers Group’s
acquisition of this further stake, the market price of
MySale shares has increased.
On 20 September 2022 the Group announced that
Mike Ashley would not be standing for re-election as a
Director at this year’s Annual General Meeting (“AGM”)
and that he will therefore step down from the Board
upon the conclusion of the AGM.
38. PENSIONS
Defined contribution schemes
The group operates a defined contribution retirement
benefit plan for all qualifying employees. The assets of
the plan are held separately from those of the Group in
funds under the control of trustees. The only obligation
of the Group with respect to the retirement benefit plan
is to make the specified contributions. The total expense
recognised in the income statement of £6.5m represents
contributions payable at rates specified by the rules of
the plan.
Defined benefit schemes
On 24 February 2022, as part of the acquisition of Studio
Retail Limited (“SRL”) as documented in note 32, SRL
became the sponsor of the Findel Group Pension Fund
(“The Scheme”) via a Deed of Amendment, Substitution,
Waiver of Liability and Guarantee. Only the costs and
liabilities associated with the Group section of the
Scheme relate to SRL and as such, it is only assets
and liabilities of the Group section that have been
recognised in these consolidated financial statements.
Frasers Group Plc has also guaranteed payments from
Studio Retail Group plc (in administration) to the three
other sections of the Scheme up to a maximum of £0.9m.
As part of the Deed of Amendment, Substitution, Waiver
of Liability and Guarantee, a one off contribution of
£2.0m was made to the Scheme by SRL. Of this amount,
£1.2m is held by the Scheme but is unallocated by the
administrator. This amount has therefore been shown
within the cash position of the Group section of the
pension scheme.
On 11 March 2022, the Trustee signed a full buy-in
contract (i.e. a policy to cover all members’ benefits in
the four sections of the Scheme) with Standard Life.
This insurance policy allows the pension scheme to
have assets that broadly match the benefits paid by
the Scheme. However, SRL retains responsibility for the
Group section of the Scheme until it is fully transferred
to Standard Life. The contract includes the potential to
convert the policy to a full buy-out at an unspecified
point in the future. However, this is expected to only
happen if a number of conditions included in the
contract are met, based on the insurer’s requirements
and a formal request from the Trustee and therefore is
not a certainty. The buy-in has therefore been treated
as an investment decision for accounting purposes, with
the associated remeasurement of plan assets recognised
through Other Comprehensive Income (“OCI”).
Following the Deed of Amendment, Substitution, Waiver
of Liability and Guarantee and the buy-in, no further
contributions to the scheme are anticipated.
The last funding valuation of the Scheme was
undertaken on 5 April 2019 and recorded a surplus of
£1.5m in respect of the Group section. The Scheme is
administered by Barnet Waddingham LLP.
FRASERS GROUP PLC ANNUAL REPORT 2022
180

The latest full actuarial valuation has been updated for IAS 19 purposes to 24 April 2022 by PricewaterhouseCoopers
LLP (“PwC”) using the assumptions detailed below. The results of the IAS 19 valuation are summarised as follows:
24 April 2022 24 February 2022
(£m) (£m)
Fair value of the scheme assets
89.0 120.5
Present value of the funded obligations
(86.8) (93.2)
Surplus in the scheme
2.2 27.3
Plan assets
24 April 2022 24 February 2022
(£m) (£m)
Plan assets comprise:
Fixed interest gilts
- 76.5
Index linked gilts
- 39.6
Annuities
84.8 0.1
Cash
4.2 4.3
Total
89.0 120.5
Movement in the present value of defined benefit obligations
24 April 2022 24 February 2022
(£m) (£m)
On acquisition
(93.2) -
Interest cost
(0.4) -
Effect of changes in demographic assumptions
0.1 -
Effect of changes in financial assumptions
5.7 -
Effect of experience adjustments
(0.4) -
Benefits paid
1.4 -
At end of the period
(86.8) (93.2)
Movement in the fair value of plan assets
24 April 2022 24 February 2022
(£m) (£m)
On acquisition
120.5 -
Scheme expenses
(0.4) -
Interest on assets
0.5 -
Remeasurements
(32.2) -
Employer contributions
2.0 -
Benefits paid
(1.4) -
At end of the period
89.0 120.5
Movement in the pension surplus
24 April 2022 24 February 2022
(£m) (£m)
Surplus on acquisition
27.3 -
Scheme expenses
(0.4) -
Net interest income
0.1 -
Remeasurements
(26.8) -
Employer contributions
2.0 -
Surplus at end of the period
2.2 27.3
FRASERS GROUP PLC ANNUAL REPORT 2022
181

Expense recognised in the Consolidated Income Statement
24 April 2022
(£m)
(i) Included within administrative expenses
Scheme expenses
(0.4)
(ii) Included within finance income
Net interest income
0.1
Amounts recognised in other comprehensive income
24 April 2022
(£m)
Total remeasurements
(26.8)
Actuarial Assumptions
The following are the principal actuarial assumptions at the reporting date:
24 April 2022 24 February 2022
Financial Assumptions
Discount rate for scheme liabilities
3.00% 2.55%
RPI Price Inflation
3.70% 3.65%
CPI Price Inflation (Pre-2030 / Post-2030)
2.70% / 3.70% 2.65% / 3.65%
Rate of increase to pensions in payment in line with RPI inflation (up to 5% per annum)
2.50% 2.50%
Rate of increase to pensions in payment in line with CPI inflation (up to 5% per annum)
3.15% 3.10%
Rate of increase to deferred pensions
3.20% 3.15%
Post retirement mortality (in years)
Current pensioners at 65 - male
86.6yrs 86.6yrs
Current pensioners at 65 - female
87.9yrs 87.9yrs
Current pensioners at 45 - male
88.4yrs 88.4yrs
Current pensioners at 45 - female
89.8yrs 89.8yrs
Demographic Assumptions
Cash Commutation (members taking cash lump sum)
60% 60%
Proportion of members that are married at retirement
70% 70%
The duration, or average term to payment for the benefits due weighted by liability, is around 15 years.
FRASERS GROUP PLC ANNUAL REPORT 2022
182

Risks
Inflation
In projecting the expected future benefit payments, assumptions are made regarding future price inflation. There is a
risk that the actual rate of inflation will be higher than assumed which will increase the cost of providing the benefits
and thus the liability. This would result in additional contributions being required and a deterioration in the solvency
position unless investment returns are similarly higher than expected.
Mortality
It is not possible to predict with any certainty how long members of the Scheme will live, and if members live longer
than expected, additional contributions will be required and the Scheme’s solvency position will deteriorate.
Managing risk
To manage the risks of the Scheme, TPIE exercises were carried out during 2015 and 2016, which resulted in a number
of members transferring out of the Scheme. The TPIE option has now been embedded within the scheme.
IFRIC 14
IFRIC 14 is an interpretation relating to IAS 19 that covers whether pension scheme surpluses can be recognised on the
balance sheet. Based on the circumstances of the Fund and in line with the prior period, management do not believe
that IFRIC 14 impacts the IAS 19 results since the Company has a right to a refund of surplus assets at some point in
the future, and as such have not made any adjustments to the results.
Funding
The Scheme is funded by SRL. During the current period, the company contributed £1.9m to the scheme. The Group
expects to make contributions of £nil in the financial period ended April 2023.
The following table shows the expected future benefit payments for the Findel Group Pension Fund:
Future benefit payments (£m)
2022 - 2031
39.7
2032 - 2041
41.5
2042 - 2051
34.6
2052 - 2061
19.3
2062 - 2071
4.1
2072 - 2081
0.2
2082 - 2091
-
After 2092
-
Total
139.4
FRASERS GROUP PLC ANNUAL REPORT 2022
183

39. SUBSIDIARY UNDERTAKINGS
NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
18 Montrose Retail Limited
Shirebrook
(1)
11577636 100
2Care4 Limited
Church Bridge House, Henry Street, Accrington, United Kingdom,
BB5 4EE
3806485 100
Activator Brands Limited
Shirebrook
(1)
5344658 100
Activator Products Limited
Shirebrook
(1)
4204611 100
Active Apparel New Corp
Cogency Global Inc. 850 New Burton Road Suite 201 Dover
Delaware 19904; USA
3270168 100
Alpha Developments Stockport Ltd
Shirebrook
(1)
12662564 100
AP Brands Holdings Ltd
12th Floor, Menara Synphony No 5, Jalan Semangat (Jalan
Professor Khoo Kay Kim) , Seksyen 13, 46200 46200 Petaling
Jaya, Selangor Darul Ehsan, Malaysia
4921-A 100
Bellatrix Associates Limited
Clinch’s House, Lord Street, Douglas, Isle of Man, IM99 1RZ,
Isle of Man
111671C 100
Bellatrix Overseas Limited
Clinch’s House, Lord Street, Douglas, Isle of Man, IM99 1RZ,
Isle of Man
128827C 100
Bellatrix Unlimited
Clinch’s House, Lord Street, Douglas, Isle of Man, IM99 1RZ,
Isle of Man
111670C 100
Bob Woolmer Sales Limited
Shirebrook
(1)
2237568 100
Bob’s Stores USA LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
639085 100
Brands & Fashion NV
Leopoldstraat, nr. 79, 2800 Mechelen, Belgium 0477-995-412 99.8
Brands 001 Limited
Shirebrook
(1)
5347540 100
Brands Holdings Limited*
Shirebrook
(1)
4087435 100
Brands Holdings Sponsorship Limited
Shirebrook
(1)
10375418 100
Brands Inc Limited
Shirebrook
(1)
3585719 100
Brasher Leisure Limited
Shirebrook
(1)
999421 100
BSL International Limited
Shirebrook
(1)
2800425 100
Cafe Clo Limited
Shirebrook
(1)
13641982 100
Cafico - Comercio de Artigos de
Desportos S.A.
Via Central de Milheiros no 121, 4475-334, Frguesia de Milherios,
Concelho da Maia, Porto, Portugal
503751804 100
Campri Limited
Shirebrook
(1)
5398677 100
Cardinal Investments S.l
C.C.Puerto Venecia, local 84, Trav. Jardines Reales, 7, 50021
Zaragoza, Spain
B88542766 100
Carlton Sports Company Limited
Shirebrook
(1)
467686 100
Catrinona Investments S.L
C.C.Puerto Venecia, local 84, Trav. Jardines Reales, 7, 50021
Zaragoza, Spain
B88542683 100
CDS IP SA
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium 406461077 100
Criminal Clothing Limited
Shirebrook
(1)
4184750 100
Cruise Clothing Limited
Martin House, 184 Ingram Street, Glasgow, Scotland, G1 1DN SC382991 100
Curlina Investments S.l
C.C.Puerto Venecia, local 84, Trav. Jardines Reales, 7, 50021
Zaragoza, Spain
B88415369 100
Designer Travel Goods Limited
Shirebrook
(1)
12298797 100
Dink Digital Holdings Limited
Shirebrook
(1)
11143016 100
Donnay International N.V.
Leopoldstraat nr 79, 2800 Mechelen,Belgium 435392220 100
Eastchance Limited
Unit 1903B & 1905, Exchange Tower,, 33 Wang Chiu Road,
Kowloon Bay, Kowloon, Hong Kong
174348 100
Epoch Properties Limited
First Floor La Chasse Chambers St Helier JE2 4UE Jersey 74753 100
Etail Services Limited
Shirebrook
(1)
5146997 100
Evans Cycles Brands Limited
Shirebrook
(1)
11634915 100
Evans Cycles Limited
Shirebrook
(1)
11577650 100
FRASERS GROUP PLC ANNUAL REPORT 2022
184

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
Evans Cycles Property Limited
Shirebrook
(1)
11634939 100
Everlast Australia Limited
Shirebrook
(1)
8103912 100
Everlast Sports International Inc. Corp.
Everlast 42 West 39th St. 3rd Floor New York, New York, 10018 13-2811380 100
Everlast Sports Mfg. Corp.
Corporation Service Company 80 State Street, Albany, New York,
122207-2543, USA
13-1804772 100
Everlast World Boxing Headquarters
Corporation
Corporation Service Company 80 State Street, Albany, New York,
122207-2543, USA
13-1804773 100
Everlast Worldwide Inc.
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
13-3672716 100
Exsports Limited
Shirebrook
(1)
2779040 100
FG (AF Holdings) Limited
Shirebrook
(1)
13281983 100
FG USA Trade Group Limited
Shirebrook
(1)
13216390 100
Firetrap Limited
Shirebrook
(1)
6836684 100
Forever Media Limited
Shirebrook
(1)
8249185 100
Forever Sports Limited
Shirebrook
(1)
9489811 100
Frasers Group (European Holdings) Limited
Shirebrook
(1)
12903845 100
Frasers Group Asia SDN.BHD.
Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail,
50250 Kuala Lumpur W.P. Malaysia
201901040821 51
Frasers Group Financial Services Limited
Shirebrook
(1)
13191369 100
Frasers Group Loyalty Services Limited
Shirebrook
(1)
13340837 100
FRASERS RETAIL NIGERIA LIMITED
RCO COURT 3-5, SINARI DARANIJO STREET, VICTORIA
ISLAND, LAGOS STATE, Nigeria
1799366 60
Game AR Limited
Basingstoke
(2)
10142852 100
Game Belong Limited
Shirebrook
(1)
12794477 100
Game Digital Holdings Limited
Basingstoke
(2)
7893832 100
Game Digital Limited
Basingstoke
(2)
9040213 100
Game Digital Solutions Limited
Basingstoke
(2)
9476209 100
Game Retail Limited
Basingstoke
(2)
7837246 100
Game Spain Holdings Limited
Basingstoke
(2)
10846702 100
Game Spain Investments Limited
Basingstoke
(2)
10863881 100
Game Stores Iberia SLU
C/ Virgilio 7 - 9, Parcelas 12 - 13, Pozuelo de Alarcon, Madrid,
Spain
B81209751 100
Gelert IP Limited
Shirebrook
(1)
8576185 100
Gelert Limited
Shirebrook
(1)
8576204 100
Global Apparel (HK) Limited
Unit 1903B & 1905, Exchange Tower, 33 Wang Chiu Road,
Kowloon Bay, Kowloon, Hong Kong
1330162 100
Golddigga Brands Limited
Shirebrook
(1)
6636173 100
Gotay Investments S.L
C.C.Puerto Venecia, local 84, Trav. Jardines Reales, 7, 50021
Zaragoza, Spain
B88542709 100
GRMNT Ltd
Shirebrook
(1)
11144039 100
GT-Lines BV
Bert Haanstrakade 2, 1087DN, Amsterdam, Netherlands 17117820 100
Gul IP Limited
Shirebrook
(1)
8612478 100
Gul Watersports Limited
Shirebrook
(1)
7589716 100
Heatons (N.I.) Limited
PO Box BT15EX, 5th Floor Lesley Buildings, 61-65 Fountain Street,
Belfast, Northern Ireland
NI035599 100
Heatons Stores Limited
Heaton House, IDA Business Park, Whitestown, Tallaght, Dublin,
Ireland, D24E932,
509525 100
Heatons Unlimited Company
Heaton House, IDA Business Park, Whitestown, Tallaght, Dublin,
Ireland, D24E932,
11229 100
Heaven or Hell Limited
Shirebrook
(1)
5899282 100
HK Sports & Golf Aktiebolag
Eskiolstorpsvagen 7, 269 96, Bastad, Sweden 556510-8189 100
HOF Ireland Stores Limited
Heaton House, IDA Business Park, Whitestown, Tallaght, Dublin,
Ireland, D24E932
626384 100
FRASERS GROUP PLC ANNUAL REPORT 2022
185

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
Hot Tuna IP Limited
Shirebrook
(1)
6836792 100
House of Fraser Brands Limited
Shirebrook
(1)
10687367 100
House of Fraser Limited
Shirebrook
(1)
10686681 100
International Brand Management Limited*
Shirebrook
(1)
5142123 100
Jack Wills (IP) Limited
Shirebrook
(1)
11775495 100
Jack Wills Property Limited
Shirebrook
(1)
11775643 100
Jack Wills Retail (Ireland ) Limited
Heaton House, IDA Business Park, Whitestown, Tallaght, Dublin,
Ireland, D24E932,
656208 100
Jack Wills Retail Limited
Shirebrook
(1)
11634810 100
James Lillywhites Limited
Shirebrook
(1)
118840 100
Kangol Holdings Limited
Shirebrook
(1)
3317738 100
Kangol Limited
Shirebrook
(1)
3343793 100
Kangol Trustees Limited
Shirebrook
(1)
3505512 100
Karrimor International Limited
Aminaka Kudan Building 6/F, 1-14-17 Kudankita, Chiyoda-ku,
Tokyo, 102-0073, Japan
0100-01-012128 95
Karrimor Limited
Shirebrook
(1)
5215974 100
KooGa IP Limited
Shirebrook
(1)
12402087 100
La Jolla (UK) Limited
Shirebrook
(1)
5737550 100
Lillywhites Limited
Shirebrook
(1)
290939 100
Lonsdale Australia Limited
Shirebrook
(1)
7665885 100
Lonsdale Boxing Limited
Shirebrook
(1)
3912303 100
Lonsdale Sports Limited
Shirebrook
(1)
4430781 100
Lovell Sports (Holdings) Limited
Shirebrook
(1)
9608995 100
Lovell Sports Limited
Shirebrook
(1)
4184358 100
Lovells SP Limited
Shirebrook
(1)
8907509 100
Loyalti Holdings Limited
Shirebrook
(1)
12110637 100
Masters Holders Limited
Shirebrook
(1)
8787718 100
Midtown Ltd
Shirebrook
(1)
9467997 100
Mississippi Manufacturing LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
3470413 100
Mountain Sports LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
6386224 100
Mountain Sports USA LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
7124259 100
Muddyfox IP Limited
Shirebrook
(1)
10246764 100
Muddyfox Limited
Shirebrook
(1)
4187350 100
Nevica IP Limited
Shirebrook
(1)
6836778 100
No Fear Brand Limited
Shirebrook
(1)
5568043 100
No Fear International Limited
Shirebrook
(1)
5532482 100
No Fear USA Limited
Shirebrook
(1)
7712470 100
Olympus Ventures Limited
Shirebrook
(1)
3945752 100
Paddle Sport Limited
Shirebrook
(1)
6836690 100
POD Collection Services Limited
Academy House, 36 Poland Street, London, W1F 7LU,
United Kingdom
9918495 100
Psyche Holdings Limited
Shirebrook
(1)
03438665 100
Psyche Limited
Shirebrook
(1)
02844011 100
Puffa IP Limited
Shirebrook
(1)
10910124 100
Queensberry Boxing IP Limited
Shirebrook
(1)
7929363 100
Queensberry Rules Limited
Shirebrook
(1)
6723660 100
FRASERS GROUP PLC ANNUAL REPORT 2022
186

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
Quentin Investments S.l
C.C.Puerto Venecia, local 84, Trav. Jardines Reales, 7, 50021
Zaragoza, Spain
B88542733 100
Quickreply Limited
Shirebrook
(1)
5904737 100
Republic IP Limited
Shirebrook
(1)
5635015 100
Republic.com Retail Limited
Shirebrook
(1)
8248997 100
Rhapsody Investments (Europe) SA
1 Cote d’Eich, L-1450, Luxembourg B21.60X 100
Roberts 50 USA LLC
c/o Corporation Service Company, 251 Little Falls Drive, County
of New Castle, Wilmington, Delaware, 19808
5186173 100
Runnel Limited
Shirebrook
(1)
9336830 100
S&B Brands Limited
Shirebrook
(1)
5635585 100
SC Sports (SG) PTE LTD
60 Paya Lebar Road, #08-43, Paya Lebar Square, 409051,
Singapore
198203096N 100
SD Equestrian Limited
Shirebrook
(1)
8692780 100
SD Outdoor IP Limited
Shirebrook
(1)
8560252 100
SD Outdoor Limited
Shirebrook
(1)
8560260 100
SDB 2 S.A.
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium 0848.964.388 100
SDI (Aberdeen 2) Limited
Shirebrook
(1)
12579371 100
SDI (Aberdeen) Limited
Shirebrook
(1)
8512592 100
SDI (Aberwystwyth) Limited
Shirebrook
(1)
2789996 100
SDI (Acqco 5) Limited
Shirebrook
(1)
10162904 100
SDI (Aintree) Limited
Shirebrook
(1)
3352462 100
SDI (Ashford) Limited
Shirebrook
(1)
7848460 100
SDI (Ashington) Limited
Shirebrook
(1)
7849231 100
SDI (Ayr) Limited
Shirebrook
(1)
5528267 100
SDI (Ballymena) Limited
5th Floor, Lesley Buildings, 61-65 Fountain Street, Belfast,
Northern Ireland, BT1 5EX
NI653829 100
SDI (Bangor) Limited
Shirebrook
(1)
5529705 100
SDI (Barrow in Furness) Limited
Shirebrook
(1)
7851574 100
SDI (Belfast) Limited
Shirebrook
(1)
9872471 100
SDI (Berwick) Limited
Shirebrook
(1)
2739957 100
SDI (Betws-y-Coed) Limited
Shirebrook
(1)
6836673 100
SDI (Birkenhead) Limited
Shirebrook
(1)
7849198 100
SDI (Bishop Auckland) Limited
Shirebrook
(1)
3004246 100
SDI (Boucher Road) Limited
Shirebrook
(1)
13808700 100
SDI (Brands 1) Limited
Shirebrook
(1)
11795958 100
SDI (Brands 2) Limited
Shirebrook
(1)
12299584 100
SDI (Brands 3) Limited
Shirebrook
(1)
12299567 100
SDI (Brands 4) Limited
Shirebrook
(1)
12299515 100
SDI (Bridgwater) Limited
Shirebrook
(1)
7852061 100
SDI (Brighton) Limited
Shirebrook
(1)
12579780 100
SDI (Brixton) Limited
Shirebrook
(1)
9127300 100
SDI (Brook ROW) Limited
Shirebrook
(1)
9336806 100
SDI (Brook UK) Limited
Shirebrook
(1)
9340379 100
SDI (Burton) Limited
Shirebrook
(1)
8495632 100
SDI (Cardiff Flannels) Limited
Shirebrook
(1)
10177359 100
SDI (CARDIFF QS 2) LTD
Shirebrook
(1)
11227321 100
SDI (Cardiff QS) Limited
Shirebrook
(1)
12578045 100
SDI (Carlisle) Limited
Shirebrook
(1)
7851959 100
SDI (Chatham) Limited
Shirebrook
(1)
6836679 100
SDI (Cheshunt 2) Limited
Shirebrook
(1)
11775717 100
SDI (Cheshunt) Limited
Shirebrook
(1)
11775599 100
FRASERS GROUP PLC ANNUAL REPORT 2022
187

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI (Clacton) Limited
Shirebrook
(1)
7852078 100
SDI (Clonmel) Limited
5th Floor, Lesley Buildings, 61-65 Fountain Street, Belfast,
Northern Ireland, BT1 5EX
NI653359 100
SDI (Colchester) Limited
Shirebrook
(1)
5632790 100
SDI (Corby) Limited
Shirebrook
(1)
10885672 100
SDI (Cork) Limited
Shirebrook
(1)
11775763 100
SDI (Coventry) Limited
Shirebrook
(1)
9680128 100
SDI (Darlington) Limited
Shirebrook
(1)
10915193 100
SDI (Derby) Limited
Shirebrook
(1)
9310031 100
SDI (Derry) Limited
5th Floor, Lesley Buildings, 61-65 Fountain Street, Belfast,
Northern Ireland, BT1 5EX
NI653340 100
SDI (Doncaster) Limited
Shirebrook
(1)
9888670 100
SDI (Dundee) Limited
Shirebrook
(1)
9702004 100
SDI (Dunfermline) Limited
Shirebrook
(1)
8483679 100
SDI (East Ham) Limited
Shirebrook
(1)
9810378 100
SDI (East Kilbride) Limited
Shirebrook
(1)
6656368 100
SDI (Edinburgh) Limited
Shirebrook
(1)
10100990 100
SDI (Enfield) Limited
Shirebrook
(1)
10086209 100
SDI (Fulham) Limited
Shirebrook
(1)
7852037 100
SDI (Gainsborough) Limited
Shirebrook
(1)
6338907 100
SDI (Galashiels) Limited
Shirebrook
(1)
7852091 100
SDI (Glasgow Argyle ST) Limited
Shirebrook
(1)
11227937 100
SDI (Glasgow Fort) Limited
Shirebrook
(1)
9861504 100
SDI (Glasgow Frasers) Limited
Shirebrook
(1)
11531596 100
SDI (Glasgow Ingram Street) Limited
Shirebrook
(1)
9925519 100
SDI (Gloucester) Limited
Shirebrook
(1)
7852067 100
SDI (Great Yarmouth) Limited
Shirebrook
(1)
11732687 100
SDI (Hanley) Limited
Shirebrook
(1)
11228017 100
SDI (Hastings) Limited
Shirebrook
(1)
8625893 100
SDI (Hereford) Limited
Shirebrook
(1)
9888642 100
SDI (Hofco) Limited
Shirebrook
(1)
8319960 100
SDI (HoH Holdings) Limited
Shirebrook
(1)
10161592 100
SDI (Hounslow) Limited
Shirebrook
(1)
10086218 100
SDI (Hull) Limited
Shirebrook
(1)
9638564 100
SDI (Ipswich 2) Limited
Shirebrook
(1)
12578948 100
SDI (Ipswich) Limited
Shirebrook
(1)
9788411 100
SDI (Isle of Man) Limited
Shirebrook
(1)
9901745 100
SDI (Jersey Holding) Limited
Shirebrook
(1)
10177028 100
SDI (K Lynn) Limited
Shirebrook
(1)
10073076 100
SDI (Keighley) Limited
Shirebrook
(1)
6260239 100
SDI (Kendal) Limited
Shirebrook
(1)
6338918 100
SDI (Kentish Town) Limited
Shirebrook
(1)
9901702 100
SDI (Kidderminster) Limited
Shirebrook
(1)
9203731 100
SDI (Kilmarnock) Limited
Shirebrook
(1)
7853433 100
SDI (Kingston) Limited
Shirebrook
(1)
10915209 100
SDI (Kirkcaldy) Limited
Shirebrook
(1)
7852097 100
SDI (Leeds 2) Limited
Shirebrook
(1)
13808640 100
SDI (Leeds) Limited
Shirebrook
(1)
9293515 100
SDI (Leicester) Limited
Shirebrook
(1)
9127170 100
SDI (Liverpool) Limited
Shirebrook
(1)
9888734 100
FRASERS GROUP PLC ANNUAL REPORT 2022
188

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI (Lowestoft) Limited
Shirebrook
(1)
7852265 100
SDI (LSL Holdings) Limited
Shirebrook
(1)
10161824 100
SDI (Manchester Cheetham Hill) Limited
Shirebrook
(1)
10100969 100
SDI (Manchester Denton) Limited
Shirebrook
(1)
9127295 100
SDI (Market Road) Limited
Shirebrook
(1)
10799247 100
SDI (Middlesbrough) Limited
Shirebrook
(1)
10081909 100
SDI (Nassau Street) Limited
Shirebrook
(1)
11227964 100
SDI (Neath) Limited
Shirebrook
(1)
7853548 100
SDI (Newark) Limited
Shirebrook
(1)
7853470 100
SDI (Newcastle) Limited
Shirebrook
(1)
9127286 100
SDI (Newport IOW) Ltd
Shirebrook
(1)
12578944 100
SDI (Newport) Limited
Shirebrook
(1)
8679118 100
SDI (Newquay) Limited
Shirebrook
(1)
10089800 100
SDI (Newry) Limited
5th Floor, Lesley Buildings, 61-65 Fountain Street, Belfast,
Northern Ireland, BT1 5EX
NI653358 100
SDI (Newton Abbot) Limited
Shirebrook
(1)
6836666 100
SDI (Newtownabbey) Limited
Shirebrook
(1)
9127266 100
SDI (NFSK) Limited
Shirebrook
(1)
10919102 100
SDI (Northampton) Limited
Shirebrook
(1)
7852272 100
SDI (Northwich) Limited
Shirebrook
(1)
5656295 100
SDI (Nottingham) Limited
Shirebrook
(1)
10100609 100
SDI (Nuneaton) Limited
Shirebrook
(1)
7852249 100
SDI (Oswestry) Limited
Shirebrook
(1)
7852363 100
SDI (Oxford Street) Limited
Shirebrook
(1)
10046080 100
SDI (Penzance) Limited
Shirebrook
(1)
7852297 100
SDI (Peterlee) Limited
Shirebrook
(1)
7852401 100
SDI (Plymouth Flannels) Limited
Shirebrook
(1)
9127387 100
SDI (Plymouth) Limited
Shirebrook
(1)
9470468 100
SDI (Portsmouth) Limited
Shirebrook
(1)
12579294 100
SDI (Preston) Limited
Shirebrook
(1)
10915199 100
SDI (Propco 100) Limited
Shirebrook
(1)
11732700 100
SDI (Propco 101) Limited
Shirebrook
(1)
11773466 100
SDI (Propco 102) Limited
Shirebrook
(1)
11775629 100
SDI (Propco 105) Limited
Shirebrook
(1)
11775597 100
SDI (Propco 107) Limited
Shirebrook
(1)
11775706 100
SDI (Propco 111) Limited
Shirebrook
(1)
11775722 100
SDI (Propco 112) Limited
Shirebrook
(1)
9127160 100
SDI (Propco 114) Limited
Shirebrook
(1)
12298708 100
SDI (Propco 115) Limited
Shirebrook
(1)
12300052 100
SDI (Propco 116) Limited
Shirebrook
(1)
12332460 100
SDI (Propco 117) Limited
Shirebrook
(1)
12332456 100
SDI (Propco 118) Limited
Shirebrook
(1)
12332859 100
SDI (Propco 119) Limited
Shirebrook
(1)
12332862 100
SDI (Propco 125) Limited
Shirebrook
(1)
12577378 100
SDI (Propco 134) Limited
Shirebrook
(1)
9625631 100
SDI (Propco 139) Limited
Shirebrook
(1)
13808689 100
SDI (Propco 141) Limited
Shirebrook
(1)
13808701 100
SDI (Propco 142) Limited
Shirebrook
(1)
13808704 100
SDI (Propco 35) Limited
Shirebrook
(1)
11500282 100
SDI (Propco 36) Limited
Shirebrook
(1)
11523336 100
FRASERS GROUP PLC ANNUAL REPORT 2022
189

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI (Propco 37) Limited
Shirebrook
(1)
11523343 100
SDI (Propco 38) Limited
Shirebrook
(1)
11523424 100
SDI (Propco 39) Limited
Shirebrook
(1)
11523440 100
SDI (Propco 40) Limited
Shirebrook
(1)
11523489 100
SDI (Propco 41) Limited
Shirebrook
(1)
11523621 100
SDI (Propco 43) Limited
Shirebrook
(1)
11523609 100
SDI (Propco 44) Limited
Shirebrook
(1)
11523608 100
SDI (Propco 46) Limited
Shirebrook
(1)
11523748 100
SDI (Propco 47) Limited
Shirebrook
(1)
11530370 100
SDI (Propco 49) Limited
Shirebrook
(1)
11526115 100
SDI (Propco 50) Limited
Shirebrook
(1)
11526182 100
SDI (Propco 51) Limited
Shirebrook
(1)
11527237 100
SDI (Propco 52) Limited
Shirebrook
(1)
11526972 100
SDI (Propco 55) Limited
Shirebrook
(1)
11527303 100
SDI (Propco 56) Limited
Shirebrook
(1)
11527382 100
SDI (Propco 57) Limited
Shirebrook
(1)
11527500 100
SDI (Propco 58) Limited
Shirebrook
(1)
11527596 100
SDI (Propco 60) Limited
Shirebrook
(1)
11531386 100
SDI (Propco 61) Limited
Shirebrook
(1)
11531382 100
SDI (Propco 62) Limited
Shirebrook
(1)
11531444 100
SDI (Propco 63) Limited
Shirebrook
(1)
11531503 100
SDI (Propco 64) Limited
Shirebrook
(1)
11531506 100
SDI (Propco 65) Limited
Shirebrook
(1)
11531532 100
SDI (Propco 67) Limited
Shirebrook
(1)
11572676 100
SDI (Propco 69) Limited
Shirebrook
(1)
11572830 100
SDI (Propco 70) Limited
Shirebrook
(1)
11572933 100
SDI (Propco 71) Limited
Shirebrook
(1)
11574887 100
SDI (Propco 73) Limited
Shirebrook
(1)
11575050 100
SDI (Propco 75) Limited
Shirebrook
(1)
11577256 100
SDI (Propco 76) Limited
Shirebrook
(1)
11577617 100
SDI (Propco 77) Limited
Shirebrook
(1)
11578164 100
SDI (Propco 80) Limited
Shirebrook
(1)
11577670 100
SDI (Propco 81) Limited
Shirebrook
(1)
11641123 100
SDI (Propco 83) Limited
Shirebrook
(1)
11646302 100
SDI (Propco 85) Limited
Shirebrook
(1)
11649632 100
SDI (Propco 86) Limited
Shirebrook
(1)
11649235 100
SDI (Propco 87) Limited
Shirebrook
(1)
11649336 100
SDI (Propco 88) Limited
Shirebrook
(1)
11674753 100
SDI (Propco 90) Limited
Shirebrook
(1)
11649431 100
SDI (Propco 91) Limited
Shirebrook
(1)
11687077 100
SDI (Propco 92) Limited
Shirebrook
(1)
11730204 100
SDI (Propco 93) Limited
Shirebrook
(1)
11730253 100
SDI (Propco 94) Limited
Shirebrook
(1)
11730440 100
SDI (Propco 96) Limited
Shirebrook
(1)
11730503 100
SDI (Propco 98) Limited
Shirebrook
(1)
11730868 100
SDI (Propco 99) Limited
Shirebrook
(1)
11732772 100
SDI (Ramsgate) Limited
Shirebrook
(1)
7852250 100
SDI (Reading) Limited
Shirebrook
(1)
10422164 100
SDI (Redcar) Limited
Shirebrook
(1)
2731452 100
SDI (Retail Co 10) Limited
Shirebrook
(1)
11689119 100
FRASERS GROUP PLC ANNUAL REPORT 2022
190

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI (Retail Co 11) Limited
Shirebrook
(1)
12298852 100
SDI (Retail Co 13) Limited
Shirebrook
(1)
12298767 100
SDI (Retail Co 4) Limited
Shirebrook
(1)
11635011 100
SDI (Retail Co 7) Limited
Shirebrook
(1)
11687276 100
SDI (Retail Co 8) Limited
Shirebrook
(1)
11687376 100
SDI (Retail Co 9) Limited
Shirebrook
(1)
11689077 100
SDI (Rolle St) Limited
Shirebrook
(1)
7852669 100
SDI (Romford) Limited
Shirebrook
(1)
10071547 100
SDI (Rotherham) Limited
Shirebrook
(1)
9888635 100
SDI (Salisbury) Ltd
Shirebrook
(1)
10107572 100
SDI (Scarborough) Limited
Shirebrook
(1)
6328463 100
SDI (Scunthorpe Parishes Centre) Limited
Shirebrook
(1)
11730442 100
SDI (Scunthorpe) Limited
Shirebrook
(1)
7852055 100
SDI (Southampton 2) Limited
Shirebrook
(1)
9665889 100
SDI (Southampton) Limited
Shirebrook
(1)
8512480 100
SDI (Southport) Limited
Shirebrook
(1)
9888806 100
SDI (St Austell) Limited
Shirebrook
(1)
7852284 100
SDI (St Helens) Limited
Shirebrook
(1)
7852281 100
SDI (Stafford Riverside) Limited
Shirebrook
(1)
8972499 100
SDI (Stafford) Limited
Shirebrook
(1)
8568681 100
SDI (Staines) Limited
Shirebrook
(1)
11646482 100
SDI (Stockport) Limited
Shirebrook
(1)
6372181 100
SDI (Stoke Longton) Limited
Shirebrook
(1)
7853877 100
SDI (Stoke Newington) Limited
Shirebrook
(1)
7852207 100
SDI (Strabane) Limited
Shirebrook
(1)
9890243 100
SDI (Streatham) Limited
Shirebrook
(1)
10066335 100
SDI (Strood) Limited
Shirebrook
(1)
7852251 100
SDI (Sunderland) Limited
Shirebrook
(1)
8755347 100
SDI (Sutton) Limited
Shirebrook
(1)
11228011 100
SDI (Swindon) Limited
Shirebrook
(1)
9888662 100
SDI (Taunton) Limited
Shirebrook
(1)
7852191 100
SDI (Thanet) Limited
Shirebrook
(1)
12579034 100
SDI (The House Yarm) Limited
Shirebrook
(1)
12332871 100
SDI (The Lion Hotel) Limited
Shirebrook
(1)
6836880 100
SDI (Thurrock) Limited
Shirebrook
(1)
10089743 100
SDI (Trowbridge) Limited
Shirebrook
(1)
12355661 100
SDI (Uxbridge 2) Limited
Shirebrook
(1)
9127316 100
SDI (Uxbridge) Limited
Shirebrook
(1)
10177276 100
SDI (Wakefield) Limited
Shirebrook
(1)
8483711 100
SDI (Walsall) Limited
Shirebrook
(1)
7852289 100
SDI (Watford) Limited
Shirebrook
(1)
6328505 100
SDI (Widnes) Limited
Shirebrook
(1)
8576472 100
SDI (Wigan) IP Limited
Shirebrook
(1)
6835407 100
SDI (Wigan) Limited
Shirebrook
(1)
12579287 100
SDI (Wishaw) Limited
Shirebrook
(1)
6656365 100
SDI (Wrexham) Limited
Shirebrook
(1)
10915200 100
SDI (Wythenshawe) Limited
Shirebrook
(1)
9659156 100
SDI (Yeovil) Limited
Shirebrook
(1)
12577947 100
SDI (York) Limited
Shirebrook
(1)
11331391 100
FRASERS GROUP PLC ANNUAL REPORT 2022
191

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI 2300 Collins LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
6870031 100
SDI 735 Collins LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
68700128 100
SDI Aviation Limited*
Shirebrook(1) 9633152 100
SDI Corrib Shopping Centre Limited
HEATON HOUSE , IDA BUSINESS PARK, WHITESTOWN,
TALLAGHT, DUBLIN 24, Ireland
715322 100
SDI Fitness (Bury St Edmunds) Limited
Shirebrook
(1)
9038949 100
SDI Fitness (Cheltenham) Limited
Shirebrook
(1)
9039840 100
SDI Fitness (Colchester) Limited
Shirebrook
(1)
9039011 100
SDI Fitness (Croydon) Limited
Shirebrook
(1)
9039243 100
SDI Fitness (DW) Limited
Shirebrook
(1)
12298794 100
SDI Fitness (Epsom) Limited
Shirebrook
(1)
9039043 100
SDI Fitness (Glasgow) Limited
Shirebrook
(1)
9038811 100
SDI Fitness (Guildford) Limited
Shirebrook
(1)
9039269 100
SDI Fitness (Hove) Limited
Shirebrook
(1)
9039030 100
SDI Fitness (Huntingdon) Limited
Shirebrook
(1)
9039881 100
SDI Fitness (K Heath) Limited
Shirebrook
(1)
9039717 100
SDI Fitness (K Lynn) Limited
Shirebrook
(1)
9039847 100
SDI Fitness (Kettering) Limited
Shirebrook
(1)
9039852 100
SDI Fitness (Lincoln City) Limited
Shirebrook
(1)
9039331 100
SDI Fitness (Liverpool) Limited
Shirebrook
(1)
9039347 100
SDI Fitness (Manchester) Limited
Shirebrook
(1)
9039339 100
SDI Fitness (Milngavie) Limited
Shirebrook
(1)
9039510 100
SDI Fitness (NI 1) Limited
c/o Kennedys, 10th Floor, River House, 48-60 High Street, Belfast,
Northern Ireland, BT1 2BE, United Kingdom
NI672034 100
SDI Fitness (NI 2) Limited
c/o Kennedys, 10th Floor, River House, 48-60 High Street, Belfast,
Northern Ireland, BT1 2BE, United Kingdom
NI672033 100
SDI Fitness (NI 3) Limited
c/o Kennedys, 10th Floor, River House, 48-60 High Street, Belfast,
Northern Ireland, BT1 2BE, United Kingdom
NI672035 100
SDI Fitness (NI 4) Limited
c/o Kennedys, 10th Floor, River House, 48-60 High Street, Belfast,
Northern Ireland, BT1 2BE, United Kingdom
NI672885 100
SDI Fitness (NI 5) Limited
c/o Kennedys, 10th Floor, River House, 48-60 High Street, Belfast,
Northern Ireland, BT1 2BE, United Kingdom
NI672884 100
SDI Fitness (Northfield) Limited
Shirebrook
(1)
9039412 100
SDI Fitness (Rugby) Limited
Shirebrook
(1)
9039408 100
SDI Fitness (Sale) Limited
Shirebrook
(1)
9039405 100
SDI Fitness (Salisbury) Limited
Shirebrook
(1)
9039429 100
SDI Fitness 1 Limited
Shirebrook
(1)
12371923 100
SDI Fitness 10 Limited
Shirebrook
(1)
12372368 100
SDI Fitness 11 Limited
Shirebrook
(1)
12820382 100
SDI Fitness 12 Limited
Shirebrook
(1)
12821058 100
SDI Fitness 13 Limited
Shirebrook
(1)
12820585 100
SDI Fitness 14 Limited
Shirebrook
(1)
12820516 100
SDI Fitness 15 Limited
Shirebrook
(1)
12822245 100
SDI Fitness 16 Limited
Shirebrook
(1)
12822564 100
SDI Fitness 17 Limited
Shirebrook
(1)
12822692 100
SDI Fitness 18 Limited
Shirebrook
(1)
12822794 100
SDI Fitness 19 Limited
Shirebrook
(1)
12822856 100
SDI Fitness 2 Limited
Shirebrook
(1)
12372165 100
SDI Fitness 20 Limited
Shirebrook
(1)
12823728 100
FRASERS GROUP PLC ANNUAL REPORT 2022
192

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI Fitness 21 Limited
Shirebrook
(1)
12823572 100
SDI Fitness 22 Limited
Shirebrook
(1)
12823510 100
SDI Fitness 23 Limited
Shirebrook
(1)
12823786 100
SDI Fitness 24 Limited
Shirebrook
(1)
12823986 100
SDI Fitness 25 Limited
Shirebrook
(1)
12823926 100
SDI Fitness 26 Limited
Shirebrook
(1)
12825248 100
SDI Fitness 27 Limited
Shirebrook
(1)
12830411 100
SDI Fitness 28 Limited
Shirebrook
(1)
12825356 100
SDI Fitness 29 Limited
Shirebrook
(1)
12825569 100
SDI Fitness 3 Limited
Shirebrook
(1)
12372169 100
SDI Fitness 30 Limited
Shirebrook
(1)
12825721 100
SDI Fitness 31 Limited
Shirebrook
(1)
12930743 100
SDI Fitness 32 Limited
Shirebrook
(1)
12930838 100
SDI Fitness 33 Limited
Shirebrook
(1)
12930826 100
SDI Fitness 34 Limited
Shirebrook
(1)
12930829 100
SDI Fitness 35 Limited
Shirebrook
(1)
12930938 100
SDI Fitness 36 Limited
Shirebrook
(1)
12930954 100
SDI Fitness 37 Limited
Shirebrook
(1)
12930944 100
SDI Fitness 38 Limited
Shirebrook
(1)
09038724 100
SDI Fitness 39 Limited
Shirebrook
(1)
09038768 100
SDI Fitness 4 Limited
Shirebrook
(1)
12372174 100
SDI Fitness 40 Limited
Shirebrook
(1)
09038881 100
SDI Fitness 41 Limited
Shirebrook
(1)
09038839 100
SDI Fitness 42 Limited
Shirebrook
(1)
09038943 100
SDI Fitness 43 Limited
Shirebrook
(1)
09039023 100
SDI Fitness 44 Limited
Shirebrook
(1)
09039343 100
SDI Fitness 45 Limited
Shirebrook
(1)
09039481 100
SDI Fitness 46 Limited
Shirebrook
(1)
13030435 100
SDI Fitness 47 Limited
Shirebrook
(1)
13030364 100
SDI Fitness 48 Limited
Shirebrook
(1)
13030107 100
SDI Fitness 49 Limited
Shirebrook
(1)
13030173 100
SDI Fitness 5 Limited
Shirebrook
(1)
12372199 100
SDI Fitness 50 Limited
Shirebrook
(1)
13030175 100
SDI Fitness 6 Limited
Shirebrook
(1)
12372224 100
SDI Fitness 7 Limited
Shirebrook
(1)
12372218 100
SDI Fitness 8 Limited
Shirebrook
(1)
12372305 100
SDI Fitness 9 Limited
Shirebrook
(1)
12372303 100
SDI Four Limited
Shirebrook
(1)
9719779 100
SDI Gift Card LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
S6773735 100
SDI Golf Limited
Shirebrook
(1)
9083512 100
SDI Holdings USA inc
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
6651201 100
SDI Lifestyle Limited
Shirebrook
(1)
8293614 100
SDI Properties (USA) Inc.
Corporation Service Company, 2 Office Park Court, Suite 103
Columbia
535872 100
SDI Properties (Wiagn) Limited
Shirebrook
(1)
6836522 100
SDI Property (Europe) B.V.
Van Konijnenburgweg 45, 4672PL Bergen op Zoom Netherlands 69042594 100
SDI Property (Evans Cycles) Limited
Shirebrook
(1)
11646219 100
FRASERS GROUP PLC ANNUAL REPORT 2022
193

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI Property Limited*
Shirebrook
(1)
2767493 100
SDI Property US Inc
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
68700024 100
SDI Property US Limited
Shirebrook
(1)
11323420 100
SDI Retail Services Limited
Shirebrook
(1)
8143303 100
SDI Sport London Limited
Shirebrook
(1)
9848767 100
SDI Sports (Stoke) Limited
Shirebrook
(1)
10163722 100
SDI Sports Group Americas LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
2047393 100
SDI Stores LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
1240332 100
SDI Ventures LLC
The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County DE 19801,
United States
6870023 100
SDI Property (Bitburg) B.V.
Netherlands 82495807 100
SDI.com Fitness Parent Limited*
Shirebrook
(1)
9082454 100
SDIL S.A.
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium 810.198.636 100
SIA SIG Logistics
A. Deglava str 50 LV-1-35 Riga Latvia 4020311076 60
SIA Sportland
A. Deglava str 50 LV-1-35 Riga Latvia 40003530961 60
SIA Sportsdirect.com
A. Deglava str 50 LV-1-35 Riga Latvia 40103932873 60
Sienna Dining Limited
Shirebrook
(1)
13629737 100
Ski and Outdoor Warehouse Limited
Shirebrook
(1)
2917223 100
Skins IP Limited
Shirebrook
(1)
12168568 100
Slazenger Carlton (Holdings) Limited
Shirebrook
(1)
10463051 100
Slazengers Australia Limited
Shirebrook
(1)
9217319 100
Slazengers Limited
Shirebrook
(1)
116000 100
Smith & Brooks Limited
Shirebrook
(1)
2073720 100
Smith And Brooks Group Limited
Shirebrook
(1)
4079331 100
Smith And Brooks Holdings Limited
Shirebrook
(1)
4983573 100
SNÖ Sport Vertriebs GmbH
Flugplatzstraße 30, 4600, Wels Austria 272671 m 100
Sofa.com Bidco Limited
Shirebrook
(1)
9341955 100
Sofa.com BV
Flaas 4 V 6, Den Dungen, 5275HH, Netherlands 17196766 100
Sofa.com Ltd
Shirebrook
(1)
5222498 100
Sondico IP Limited
Shirebrook
(1)
6546121 100
Sport Eybl & Sports Experts Logistikbetriebs
GmbH
Flugplatzstraße 30, 4600, Wels Austria FN 96024 m 100
Sport Eybl Holding GmbH
Flugplatzstraße 30, 4600, Wels Austria 180095 x 100
Sportdirect.com China Pte Limited
C25, 3rd Floor, ASEAN Building, 690 Minzhi Avenue, Xinniu
Community, Minzhi Street, Longhua District, Shenzhen, China
91440300579987503D 100
Sportland Eestie A.S.
Parnu mnt 139c Kesklinna, Tallinn Estonia 11317 10677712 60
Sportland International Group A.S.
Parnu mnt 139c Kesklinna, Tallinn Estonia 11317 10993195 60
Sports Direct (Singapore) Pte.Ltd
6 Eu Tong Sen Street, #11-09, The Central, 059817, Singapore 202004542Z 51
Sports Direct Holdings Limited*
Shirebrook
(1)
6464317 100
Sports Direct International Holdings Limited*
Shirebrook
(1)
6027131 100
Sports Direct International Limited
Shirebrook
(1)
11775757 100
Sports Direct Malaysia Sdn. Bhd.
Level 15-2. Bangunan Faber Imperial Court Jalan Sultan Ismail
52200 Kuala Lumpur Malaysia
925116-M 51
Sports World International Limited
Shirebrook
(1)
6531266 100
Sports World The Netherlands B.V.
Van Konijenburgweg 45, 4612 PL Bergen op zoom, Netherlands 34056291 100
Sportsdirect (Iceland) ehf
Skogarlind 2, 201, Kopavogur, Iceland 6301121760 100
FRASERS GROUP PLC ANNUAL REPORT 2022
194

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
Sportsdirect.com (Asia) Ltd
Unit 1903B & 1905, Exchange Tower,, 33 Wang Chiu Road,
Kowloon Bay, Kowloon, Hong Kong
1216339 100
Sportsdirect.com (Shanghai) Limited
Room 315, 3rd Floor Building 2, No 239 Gang’ao Road, China
(Shanghai) Pilot Free Zone, Shanghai, China
91310115MA1K463A6B 95
Sportsdirect.com (Taiwan) Limited
17F.-5, No.500, Shizheng Rd., , Xitun District, 40757, Taiwan 82770619 95
Sportsdirect.com Austria GmbH
Flugplatzstraße 30, 4600, Wels Austria 309738 y 100
Sportsdirect.com Belgium S.A.
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium 416.268.471 100
Sportsdirect.com Cyprus Limited
Miltiades Stylianou 34B, Shop 2, 8577 Tala, Paphos, Cyprus HE 230340 100
Sportsdirect.com Czech Republic s.r.o.
Prague 1 - Nove Mesto, Na Porici 1079/3a, 100 00,
Czech Republic
24268933 100
Sportsdirect.com Fitness Limited
Shirebrook
(1)
9028577 100
Sportsdirect.com France
Zac des Brateaux, Rue des Brateaux, 9100, Villabe, France FR27379062813 100
Sportsdirect.com Hungary Kft
H-1053 Budapest, Karolyi Mihaly utca 12, Hungary 01-09-986824 100
Sportsdirect.com Immobilien GmbH
Flugplatzstraße 30, 4600, Wels Austria 104151 p 100
Sportsdirect.com Malta Limited
Brewery Street, Zone 3 Central Business District Birkirkara CBD
3040 Malta
C99278 100
Sportsdirect.com OU
Parnu mnt 139c, Kesklinna, Tallinn, 11318, Estonia 1285837 100
Sportsdirect.com Poland S.P.Z.oo
5 Składowa Street, 61-888 Poznań,, Poland , 00-872, Warsaw 452610 100
Sportsdirect.com Pty Ltd
c/o Norton Rose Fulbright, L11, 485 Bourke Street, Melbourne VIC
3000, Australia
603 187 319 100
Sportsdirect.com Retail (Europe) S.A.*
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium 458883046 100
Sportsdirect.com Retail Limited*
Shirebrook
(1)
3406347 100
Sportsdirect.com S.L.U. Spain
Centro Comercial Puerto Venecia, Local 84, Travesía de los
Jardines Reales nº 7, 50021, Zaragoza , Spain
B-86567880 100
Sportsdirect.com Slovakia s.r.o.
Vysoka 2/B, 81106, Bratislava, Slovakia 47 240 458 100
Sportsdirect.com SLVN d.o.o.
Planjava 4, 1236 Trzin, Slovenia 1198157000 100
Sportsdirect.com Switzerland A.G.
Switzerland CHE-
Zeughausgasse 27, 3011 Bern, Switzerland 331.683.991 100
Sportsdirect.com Vienna North GmbH
Wels, Flugplatzstrabe 30 FN104486G 100
SSG Sport GmbH (SSD)
Vornholzstr. 48, , 94036, Passau, Germany HRB 7134 100
Sterling Resources (Holdings) Limited
Shirebrook
(1)
4651701 100
Sterling Resources Limited
Shirebrook
(1)
1413254 100
Stirlings (Argyle Street) Limited
Martin House, 184 Ingram Street, Glasgow, Scotland, G1 1DN SC088108 100
Straub Corporation Limited
Shirebrook
(1)
3003584 100
Studio Asia Limited
Unit 1506, Tower A, Financial Street Hailun Centre No.440, Hailun
Road, Shanghai, PRC
9131000MA1G5FKRX1 100
Studio Financing Limited
8th Floor 100 Bishopsgate, London, United Kingdom, EC2N 4AG 11644219 (3)
Studio Online Limited
Church Bridge House, Henry Street, Accrington, United Kingdom,
BB5 4EE
3994833 100
Studio Retail Limited
Church Bridge House, Henry Street, Accrington, United Kingdom,
BB5 4EE
718151 100
Suplay Investments S.l.
C.C.Puerto Venecia, local 84, Trav. Jardines Reales, 7, 50021
Zaragoza, Spain
B88542691 100
SwImmo Eupen SPRL
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium 878673906 100
Table Tennis Pro Europe Ltd
Shirebrook
(1)
5003853 100
The Antigua Group Inc
3773 Howard Huges Pkway, STE 500S Las vegas, Nevada, USA
89169-6014
0734679-4 100
THE FLANNELS GROUP (ROI) LIMITED
HEATON HOUSE , IDA BUSINESS PARK, WHITESTOWN,
TALLAGHT, DUBLIN 24, Ireland
707468 100
The Flannels Group Limited
Shirebrook
(1)
2318510 100
The Trademark Licensing Company Limited
Shirebrook
(1)
4477829 100
Total Estates Limited
Shirebrook
(1)
4958214 100
Tri Yeovil UK Limited
Shirebrook
(1)
10680690 100
UAB SDI (Gedimino) LT
Seimyniskiu g. 3, Vilnius, Lithuania 135039836 100
FRASERS GROUP PLC ANNUAL REPORT 2022
195

NAME REGISTERED OFFICE ADDRESS COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
UAB Sportland LT
Seimyniskiu g. 3, Vilnius, Lithuania 135039836 51
UAB Sportsdirect.com
Seimyniskiu g. 3, Vilnius, Lithuania 304155613 100
Universal Cycles Limited
Shirebrook
(1)
1339667 100
USA Pro IP Limited
Shirebrook
(1)
6497914 100
USC IP Limited
Shirebrook
(1)
6836808 100
Van Mildert (Lifestyle) Limited
Shirebrook
(1)
8319959 100
Voodoo Dolls Brand Limited
Shirebrook
(1)
5323305 100
Wareshop2 Limited
Shirebrook
(1)
9870840 100
Warrnambool *
Heaton House , IDA Business Park, Whitestown, Tallaght, Dublin
24, Ireland
387014 100
Waterline Angling Products Limited
Shirebrook
(1)
2696374 100
West Coast Capital (HOFCO) Limited
15 Atholl Crescent, Edinburgh, EH3 8HA SC437614 100
Westminster Manufacturing LLC
2 Office Park Court , Suite 103, Coumbia SC 29233 USA 44358 100
Yeomans Outdoors Limited
Shirebrook
(1)
8058714 100
Yubel International Trade Co Limited
Room 5C, No561 Ouyang Road, Hongkou District, Shanghai
91310000MA1G5FKRX1 100
Zaparoh SPz.o.o
ul. Żernicka 22, Robakowo, 62-023 Gądki, Poland KRS 0000459435 100
(1) Unit A, Brook Park East, Shirebrook, NG20 8RY
(2) Unity House, Telford Road, Basingstoke, Hampshire, RG21 6YJ
(3) A controlled entity other than by share ownership
* Direct shareholdings held by Frasers Group Plc
Frasers Group Plc intends to provide a parental guarantee for the following United Kingdom incorporated subsidiaries
thus entitling them to exemption from statutory audit under section 479A of the Companies Act 2006.
COMPANY NAME COMPANY NUMBER COMPANY NAME COMPANY NUMBER
Alpha Developments Stockport Limited
12662564
SDI (Manchester Cheetham Hill) Limited
10100969
Brands Inc Limited
03585719
SDI (Manchester Denton) Limited
09127295
Hot Tuna IP Limited
06836792
SDI (Market Road) Limited
10799247
SD Equestrian Limited
08692780
SDI (Middlesbrough) Limited
10081909
SD Outdoor Limited
08560260
SDI (Nassau Street) Limited
11227964
SDI (Aberdeen) Limited
08512592
SDI (Neath) Limited
07853548
SDI (Aberdeen 2) Limited
12579371
SDI (Newark) Limited
07853470
SDI (Aberwystwyth) Limited
02789996
SDI (Newcastle) Limited
09127286
SDI (Aintree) Limited
03352462
SDI (Newport) Limited
08679118
SDI (Ashford) Limited
07848460
SDI (Newport IOW) Limited
12578944
SDI (Ashington) Limited
07849231
SDI (Newquay) Limited
10089800
SDI (Ayr) Limited
05528267
SDI (Newton Abbot) Limited
06836666
SDI (Bangor) Limited
05529705
SDI (Newtownabbey) Limited
09127266
SDI (Barrow In Furness) Limited
07851574
SDI (Northampton) Limited
07852272
SDI (Belfast) Limited
09872471
SDI (Northwich) Limited
05656295
SDI (Berwick) Limited
02739957
SDI (Nottingham) Limited
10100609
SDI (Betws-Y-Coed) Limited
06836673
SDI (Nuneaton) Limited
07852249
SDI (Birkenhead) Limited
07849198
SDI (Oswestry) Limited
07852363
SDI (Bishop Auckland) Limited
03004246
SDI (Oxford Street) Limited
10046080
SDI (Boucher Road) Limited
13808700
SDI (Penzance) Limited
07852297
SDI (Bridgwater) Limited
07852061
SDI (Peterlee) Limited
07852401
SDI (Brighton) Limited
12579780
SDI (Plymouth Flannels) Limited
09127387
SDI (Brixton) Limited
09127300
SDI (Plymouth) Limited
09470468
SDI (Burton) Limited
08495632
SDI (Portsmouth) Limited
12579294
SDI (Cardiff Flannels) Limited
10177359
SDI (Preston) Limited
10915199
SDI (Cardiff QS) Limited
12578045
SDI (Propco 75) Limited
11577256
SDI (Cardiff QS 2) Limited
11227321
SDI (Propco 100) Limited
11732700
SDI (Carlisle) Limited
07851959
SDI (Propco 119) Limited
12332862
SDI (Chatham) Limited
06836679
SDI (Propco 139) Limited
13808689
FRASERS GROUP PLC ANNUAL REPORT 2022
196

COMPANY NAME COMPANY NUMBER COMPANY NAME COMPANY NUMBER
SDI (Cheshunt 2) Limited
11775717
SDI (Ramsgate) Limited
07852250
SDI (Cheshunt) Limited
11775599
SDI (Reading) Limited
10422164
SDI (Clacton) Limited
07852078
SDI (Redcar) Limited
02731452
SDI (Colchester) Limited
05632790
SDI (Rolle St) Limited
07852669
SDI (Corby) Limited
10885672
SDI (Romford) Limited
10071547
SDI (Cork) Limited
11775763
SDI (Salisbury) Limited
10107572
SDI (Coventry) Limited
09680128
SDI (Scarborough) Limited
06328463
SDI (Darlington) Limited
10915193
SDI (Scunthorpe) Limited
07852055
SDI (Derby) Limited
09310031
SDI (Scunthorpe Parishes Centre) Limited
11730442
SDI (Derry) Limited
NI653340
SDI (Southampton 2) Limited
09665889
SDI (Doncaster) Limited
09888670
SDI (Southampton) Limited
08512480
SDI (Dundee) Limited
09702004
SDI (Southport) Limited
09888806
SDI (Dunfermline) Limited
08483679
SDI (St Austell) Limited
07852284
SDI (East Ham) Limited
09810378
SDI (St Helens) Limited
07852281
SDI (East Kilbride) Limited
06656368
SDI (Stafford) Limited
08568681
SDI (Edinburgh) Limited
10100990
SDI (Stafford Riverside) Limited
08972499
SDI (Enfield) Limited
10086209
SDI (Staines) Limited
11646482
SDI (Fulham) Limited
07852037
SDI (Stockport) Limited
06372181
SDI (Gainsborough) Limited
06338907
SDI (Stoke Longton) Limited
07853877
SDI (Galashiels) Limited
07852091
SDI (Stoke Newington) Limited
07852207
SDI (Glasgow Argyle St) Limited
11227937
SDI (Strabane) Limited
09890243
SDI (Glasgow Fort) Limited
09861504
SDI (Streatham) Limited
10066335
SDI (Glasgow Frasers) Limited
11531596
SDI (Strood) Limited
07852251
SDI (Glasgow Ingram Street) Limited
09925519
SDI (Sunderland) Limited
08755347
SDI (Gloucester) Limited
07852067
SDI (Sutton) Limited
11228011
SDI (Great Yarmouth) Limited
11732687
SDI (Swindon) Limited
09888662
SDI (Hanley) Limited
11228017
SDI (Taunton) Limited
07852191
SDI (Hastings) Limited
08625893
SDI (Thanet) Limited
12579034
SDI (Hereford) Limited
09888642
SDI (The House Yarm) Limited
12332871
SDI (Hofco) Limited
08319960
SDI (Thurrock) Limited
10089743
SDI (Hoh Holdings) Limited
10161592
SDI (Trowbridge) Limited
12355661
SDI (Hounslow) Limited
10086218
SDI (Uxbridge 2) Limited
09127316
SDI (Hull) Limited
09638564
SDI (Uxbridge) Limited
10177276
SDI (Ipswich) Limited
09788411
SDI (Wakefield) Limited
08483711
SDI (Ipswich 2) Limited
12578948
SDI (Walsall) Limited
07852289
SDI (Isle Of Man) Limited
09901745
SDI (Watford) Limited
06328505
SDI (Jersey Holding) Limited
10177028
SDI (Widnes) Limited
08576472
SDI (K Lynn) Limited
10073076
SDI (Wigan) Limited
12579287
SDI (Keighley) Limited
06260239
SDI (Wishaw) Limited
06656365
SDI (Kendal) Limited
06338918
SDI (Wrexham) Limited
10915200
SDI (Kentish Town) Limited
09901702
SDI (Wythenshawe) Limited
09659156
SDI (Kidderminster) Limited
09203731
SDI (Yeovil) Limited
12577947
SDI (Kilmarnock) Limited
07853433
SDI (York) Limited
11331391
SDI (Kingston) Limited
10915209
SDI Corrib Shopping Centre Limited
ROI (715322)
SDI (Kirkcaldy) Limited
07852097
SDI Four Limited
09719779
SDI (Leeds) Limited
09293515
SDI Golf Limited
09083512
SDI (Leeds 2) Limited
13808640
SDI Properties (Wigan) Limited
06836522
SDI (Leicester) Limited
09127170
SDI Property Limited
02767493
SDI (Liverpool) Limited
09888734
SDI Sport London Limited
09848767
SDI (Lowestoft) Limited
07852265
SDI Sports (Stoke) Limited
10163722
SDI (Lsl Holdings) Limited
10161824
Stirlings (Argyle Street) Limited
SC088108
FRASERS GROUP PLC ANNUAL REPORT 2022
197

COMPANY BALANCE SHEET
at 24 April 2022
Note
As at
24 April 2022
As at
25 April 2021
(£’m) (£’m)
FIXED ASSETS
Property, Plant and Equipment 3 6.9 -
Investments 2 1,443.6 1,494.9
CURRENT ASSETS
Debtors 5 512.8 162.9
Cash at bank and in hand 1.8 16.1
514.6 179.0
Creditors: amounts falling due within one year 6 (945.7) (609.0)
NET CURRENT LIABILITIES
(431.1) (430.0)
Provisions 8 (3.0) -
Deferred Tax Liability 7 (6.1) -
NET ASSETS 1,010.3 1,064.9
CAPITAL AND RESERVES
Called up share capital 9 64.1 64.1
Share premium 874.3 874.3
Treasury share reserve (488.9) (295.7)
Permanent contribution to capital 0.1 0.1
Capital redemption reserve 8.0 8.0
Own share reserve (66.8) (66.7)
Share based payment reserve 5.8 0.8
Profit and Loss account 613.7 480.0
SHAREHOLDERS' FUNDS 1,010.3 1,064.9
Frasers Group Plc reported a profit after taxation for the 52 weeks ended 24 April 2022 of £141.7m
(FY21: a profit of £231.8m).
The accompanying accounting policies and notes form part of these Financial Statements.
The Financial Statements were approved by the Board on 20 September 2022 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
Company number: 06035106
FRASERS GROUP PLC ANNUAL REPORT 2022
198

COMPANY STATEMENT OF
CHANGES IN EQUITY
For the 52 weeks ended 24 April 2022
Called
up share
capital
Share
premium
account
Treasury
share
reserve
Permanent
contribution
to capital
Capital
redemption
reserve
Own
share
reserve
Share based
payment
reserve
Profit
& loss
account Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
As at 26 April 2020
64.1 874.3 (295.7) 0.1 8.0 (67.0) - 170.9 754.7
Profit for the financial period
- - - - - - - 231.8 231.8
Fair value adjustment in respect of
long-term financial assets
- recognised
- - - - - - - 77.3 77.3
Share scheme
- - - - - 0.3 0.8 - 1.1
As at 25 April 2021
64.1 874.3 (295.7) 0.1 8.0 (66.7) 0.8 480.0 1,064.9
Profit for the financial period
- - - - - - - 141.7 141.7
Fair value adjustment in respect of
long-term financial assets
- recognised
- - - - - - - (8.0) (8.0)
Share scheme
- - - - - - 5.0 - 5.0
Share repurchase
- - (193.2) - - (0.1) - - (193.3)
As at 24 April 2022
64.1 874.3 (488.9) 0.1 8.0 (66.8) 5.8 613.7 1,010.3
The share premium account is used to record the excess proceeds over nominal value on the issue of shares.
The permanent contribution to capital relates to a cash payment of £50,000 to the Company on 8 February
2007 under a deed of capital contribution. The capital redemption reserve arose on the redemption of the
Company’s redeemable preference shares of 10p each at par on 2 March 2007. The own shares and treasury
reserves represent the cost of shares in Frasers Group Plc purchased in the market and held by Frasers Group
Plc Employee Benefit Trust to satisfy options under the Group’s Share Scheme. For further information see note
26 in the Group Notes to the financial statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
199

NOTES TO THE COMPANY
FINANCIAL STATEMENTS
For the 52 weeks ended 24 April 2022
1. ACCOUNTING POLICIES
Accounting Policies
Frasers Group Plc (the “Company”) (Company number:
06035106) is a company incorporated and domiciled in
the United Kingdom, its shares are listed on the London
Stock Exchange. The registered office is Unit A, Brook
Park East, Shirebrook, NG20 8RY.
These financial statements have been prepared in
compliance with FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of
Ireland” (“FRS 102”) and the requirements of the
Companies Act 2006.
The financial statements are prepared in sterling, which
is the functional currency of the Company. Monetary
amounts in these financial statements are rounded to
the nearest £0.1m.
These accounts have been prepared in accordance with
applicable United Kingdom accounting standards. A
summary of the material accounting policies adopted
are described below.
Basis Of Accounting
The accounts have been prepared under the historical
cost basis except for the modification to a fair value
basis for certain financial instruments as specified in the
accounting policies below.
These financial statements for the period ended 24 April
2022 are prepared in accordance with FRS 102, The
Financial Reporting Standard applicable in the UK and
Republic of Ireland.
As permitted by Section 408 of the Companies Act
2006, a profit and loss account of the Company is not
presented. The Company’s profit after taxation for the
52-week period ended 24 April 2022 was £141.7m
(FY21: £231.8m).
As permitted by FRS 102 the Company has taken
advantage of the disclosure exemptions available
under that standard in relation to financial instruments,
presentation of a cash flow statement, share-based
payments, the aggregate remuneration of key
management personnel and related party transactions
with other wholly-owned members of the Group. Where
required, equivalent disclosures are given in the Group
accounts of Frasers Group Plc.
Principal Activity
The principal activity of Frasers Group Plc is that of an
investment holding company.
Investments
Fixed asset investments in subsidiaries are accounted
for at cost less provision for impairment. In the Group
accounts associates are accounted for under the equity
method by which the Group’s investment is initially
recorded at cost and subsequently adjusted to reflect
the Group’s share of the net assets of the associate.
As this is not permitted under FRS 102 associates are
accounted for at cost less provision for impairment. An
assessment is made at each reporting date of whether
there are indications that the Company’s investment
in subsidiaries or associates may be impaired or that
an impairment loss previously recognised has fully or
partially reversed. If such indications exist, the Company
estimates the recoverable amount of the asset. Shortfalls
between the carrying value of the investment and their
recoverable amounts, being the higher of fair value
less costs to sell and value-in-use, are recognised as
impairment losses. Impairment losses are recognised in
profit or loss.
The Company has followed the requirements of IFRS 9
for listed investments, as permitted by FRS 102 Section
12. The Company has made the irrevocable election
available under IFRS 9 to account for the investments
at fair value through the other comprehensive income
(FVOCI).
Fair value movements through other
comprehensive income
Elections are made on an instrument-by-instrument
basis to account for movements in selected instruments
through other comprehensive income. The Company
has elected to account for movements in its listed
investments through other comprehensive income.
These investments are not subject to impairment and
gains and losses are not recycled to the profit and loss
account on the disposal of listed investments. Dividend
income is recognised in the profit and loss account.
This treatment does not apply to investments in
the Company’s subsidiaries and associates where
movements are recognised in the profit and loss account
and investments are subject to impairment.
FRASERS GROUP PLC ANNUAL REPORT 2022
200

Associates
An entity is treated as an associated undertaking where
the Company exercises significant influence in that it has
the power to participate in the operating and financial
policy decisions.
Financial Assets
Financial assets, other than investments and derivatives,
are initially measured at transaction price (including
transaction costs) and subsequently held at cost, less
any impairment. Provision for impairment is established
when there is objective evidence that the Company will
not be able to collect amounts due according to the
original terms of the receivable. The Company applies
a consistent accounting policy as the Group in terms of
impairment of financial assets and the recognition of
expected credit losses.
Financial Liabilities
Financial liabilities are classified according to the
substance of the financial instrument’s contractual
obligations, rather than the financial instrument’s
legal form. Financial liabilities, excluding derivatives,
are initially measured at transaction price (after
deducting transaction costs) and subsequently held
at amortised cost.
Employee Benefit Trust
An Employee Benefit Trust has been established
for the purposes of satisfying certain share based
awards. The Group has ‘de facto’ control over the
special purpose entity.
The cost of shares acquired by the Sports Direct
Employee Benefit Trust is recognised within ‘Own share
reserve’ in equity.
Deferred Taxation
Deferred tax is provided for on a full provision basis on
all timing differences, which have arisen but not reversed
at the balance sheet date. A deferred tax asset is not
recognised to the extent that the transfer of economic
benefit in the future is more unlikely than not.
Deferred tax is calculated on a non-discounted basis at
the tax rates that are expected to apply in the periods in
which timing differences reverse, based on tax rates and
laws enacted or substantively enacted at the balance
sheet date.
Foreign Currencies
Transactions in foreign currencies are initially recorded
in the Company’s functional currency by applying the
spot exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are retranslated at the rate of exchange ruling
at the balance sheet date. All differences are taken to
the profit and loss account. Non-monetary items that
are measured in terms of historical cost in a foreign
currency are not retranslated.
Dividends
Dividends on the Company’s ordinary shares are
recognised as a liability in the Company’s Financial
Statements, and as a deduction from equity, in the
period in which the dividends are declared. Where such
final dividends are proposed subject to the approval of
the Company’s shareholders, the final dividends are only
declared once shareholder approval has been obtained.
Equity Instruments
An equity instrument is any contract that evidences
a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments issued
by the Company, with the exception of those accounted
for via merger relief available under Section 612 of the
Companies Act 2006, are recorded at the proceeds
received, net of any direct issue costs.
Income From Group Undertakings
Income from Group undertakings is recognised when
qualifying consideration is received from the Group
undertaking.
Related Party Transactions
The Company has taken advantage of the exemption
contained in FRS 102 and has therefore not disclosed
transactions or balances with wholly-owned
subsidiaries which form part of the Group. See note
35 of the Group Financial Statements for further
details of related party transactions.
Share-Based Payments
The Company issues from time to time equity-settled
share-based payments to certain Directors and
employees of the Company and its subsidiaries.
These are measured at fair value at the date of grant,
which is expensed to profit and loss on a straight-line
basis over the vesting period, with the corresponding
credit going to equity.
FRASERS GROUP PLC ANNUAL REPORT 2022
201

Non-market vesting conditions are not taken into
account in determining grant date fair value. Instead,
they are taken into account by adjusting the number
of equity instruments to vest. At the end of each
reporting period the Company revises its estimates of
the number of options that are expected to vest based
on the non-market vesting and service conditions. Any
revisions, if any, are recognised in profit and loss with an
adjustment to equity.
Fair value is calculated using an adjusted form of the
Black-Scholes model which includes a Monte Carlo
simulation model that takes into account the exercise
price, the term of the option, the impact of dilution
(where material), the share price at grant date and
the expected price volatility of the underlying share,
the expected dividend yield, and the risk-free interest
rate for the term of the scheme. The expected staff
numbers used in the model has been adjusted, based
on management’s best estimate, for the effects
of non-transferability, exercise restrictions, and
behavioural considerations.
For cash-settled share-based payment transactions,
the Company measures the services received and the
liability incurred at the fair value of the liability. Until
the liability is settled, the Company remeasures the fair
value of the liability at the end of each reporting period
and at the date of settlement, with any changes in fair
value recognised in the Income Statement for the period.
The credit for the share-based payment charge
does not equal the charge per the profit and loss
as it excludes amounts recognised in the balance
sheet in relation to the expected national insurance
contributions for the shares.
Critical Accounting Estimates
and Judgements
In the application of the Company’s accounting
policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amount
of assets and liabilities that are not readily apparent
from other sources. The estimates and associated
assumptions are based on historical experience and
other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is
revised, if the revision affects only that period, or in the
period of the revision and future periods.
The estimates and assumptions which have a significant
risk of causing a material adjustment to the carrying
amount of assets and liabilities are outlined below.
Control and Significant Influence Over
Certain Entities
The Company holds greater than 20% of the voting
rights of Studio Retail Group plc and the Mulberry Group
plc. The Company exercises the same judgements as per
note 2 of the Group financial statements on assessing
whether it has control and significant influence over
associates and joint ventures.
Impairment of Investments and Amounts
Owed by Group Undertakings
At each period end management assess the future
performance of entities with which the Company
holds an investment in, or a debtor from, to ascertain
whether there is objective evidence of impairment
of these balances. Judgement is involved in the
assessment of future performance and this involves an
element of estimation uncertainty. As at the period
end the Directors have reviewed the carrying value of
its investments and have made no impairments (FY21:
£1.1m impairment charge) as disclosed in note 2 of the
Company financial statements. As at the period end the
Directors have reviewed the carrying value of amounts
owed by Group undertakings and have made an
impairment charge of £6.4m (FY21: £nil).
FRASERS GROUP PLC ANNUAL REPORT 2022
202

2. INVESTMENTS
Investments
in subsidiaries
Long-term
financial
assets
Total
(£m) (£m) (£m)
As at 26 April 2020
1,155.5 80.3 1,235.8
Additions
78.9 113.3 192.2
Impairment charge
(1.1) - (1.1)
Disposals
- (5.6) (5.6)
Amounts recognised through other comprehensive income
- 77.3 77.3
Exchange differences
- (3.7) (3.7)
As at 25 April 2021
1,233.3 261.6 1,494.9
Additions
5.0 198.0 203.0
Disposals
- (238.4) (238.4)
Amounts recognised through other comprehensive income
- (8.0) (8.0)
Exchange differences
- (7.9) (7.9)
As at 24 April 2022
1,238.3 205.3 1,443.6
The fair value of the long-term financial assets is based on bid quoted market prices at the balance sheet date or,
where market prices are not available, at management’s best estimate.
Long-term financial assets include various holdings including a 36.9% stake in Mulberry Group plc, for further details
refer to Note 21 of the Group Financial Statements. The Company continues to hold a 28.9% interest in Studio Retail
Group (in administration) at the period end. However, given the administration and the sale of its main trading
subsidiary Studio Retail Limited, the interest has been fair valued to £nil with a £69.2m loss recognised through other
comprehensive income.
For further disclosures in relation to investments in associates and long-term financial assets see note 20, 21 and 35 of
the Group Financial Statements.
The Directors assess the value of the investments in subsidiaries at each period end for indicators of impairment. In
the prior period an impairment loss of £1.1m was recognised within the income statement for loss making companies
where the recoverable amount was less than the carrying value. The additions in the period relate to the Fearless 1000
share scheme, see note 25 of the Group Financial Statements.
The Company is the principal holding company of the Group. The principal subsidiary undertakings of the
Company are set out in note 39 of the Group Financial Statements.
The Group’s policies for financial risk management are set out in note 3 and note 30 of the Group Financial Statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
203

3. PROPERTY, PLANT AND EQUIPMENT
Freehold Land
and Buildings
(£m)
Cost
At 25 April 2021
-
Additions
7.0
At 24 April 2022
7.0
Accumulated Depreciation and Impairment
At 25 April 2021
-
Charge for the period
(0.1)
At 24 April 2022
(0.1)
Net Book Value
At 25 April 2021
-
At 24 April 2022
6.9
4. FINANCIAL INSTRUMENTS
Financial Assets and Liabilities by Category
The fair value hierarchy of financial assets and liabilities, which are principally denominated in Sterling or US Dollars,
were as follows:
25 April 2022 25 April 2021
(£m) (£m)
FINANCIAL ASSETS
Amortised cost:
Trade and other receivables*
510.2 138.1
FVOCI:
Long Term Financial Assets (Equity Instruments)
205.2 261.6
Derivative financial assets (FV):
Derivative financial assets – contracts for difference
- 20.1
715.4 419.8
FINANCIAL LIABILITIES
Amortised cost:
Trade and other payables
869.8 607.3
Derivative financial Liabilities (FV):
Derivative financial Liabilities – contracts for difference and equity options
75.9 1.7
945.7 609.0
* Prepayments of £1.6m (FY21: £3.7m) and corporation tax assets of £1.0m (FY21: £1.0m) are not included as a financial asset.
FRASERS GROUP PLC ANNUAL REPORT 2022
204

5. DEBTORS
At
24 April 2022
At
25 April 2021
(£m) (£m)
Amounts owed by Group undertakings
257.6 6.8
Derivative financial assets
- 20.1
Other debtors
252.6 131.3
Corporation tax
1.0 1.0
Prepayments
1.6 3.7
512.8 162.9
Other debtors includes £243.9m (FY21: £131.0m) of deposits in respect of derivative financial instruments which
are collateral to cover margin requirements for derivative transactions held with counterparties. The collateral
requirement changes with the market (which is dependent on share price, interest rates and volatility) and
further purchases / sales of underlying investments held.
Amounts owed by Group undertakings are interest free and unsecured.
Further information on derivative financial assets can be found in the Group consolidated accounts in the financial
instruments note 30 and the financial risk management disclosure note 3.
6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
At
24 April 2022
At
25 April 2021
(£m) (£m)
Trade creditors
1.9 1.3
Amounts owed to Group undertakings
864.9 602.5
Derivative financial liabilities
75.9 1.7
Other creditors
3.0 3.5
945.7 609.0
The amounted owed to Group undertakings mainly relates to an unsecured interest free loan with Sportsdirect.com
Retail Limited which is repayable on demand.
Further information on derivative financial liabilities can be found in the Group consolidated accounts in the financial
instruments note 30 and the financial risk management disclosure note 3.
The prior period Other creditors balance mostly related to the accrual for costs payable to MM Prop
Consultancy Limited, see note 35 of the Group financial statements.
7. DEFERRED TAX
Other temporary
differences
(£m)
At 26 April 2020
3.7
Charged to the profit and loss account
(3.7)
At 25 April 2021
-
Charged to the profit and loss account
(6.1)
At 24 April 2022
(6.1)
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY21: 19%) on the basis that these were
the tax rates that were substantively enacted at the balance sheet date for the periods when the assets and liabilities
are expected to reverse.
FRASERS GROUP PLC ANNUAL REPORT 2022
205

8. PROVISIONS
Legal and
regulatory Total
(£m) (£m)
At 25 April 2021
- -
Amounts provided
3.0 3.0
At 24 April 2022
3.0 3.0
Frasers Group Plc has provided a guarantee in relation to payments from Studio Retail Group plc (in
administration) to the three other sections of the Findel Group Pension Fund up to a maximum of £0.9m. See
note 38 of the Group accounts.
9. CALLED UP SHARE CAPITAL
At
24 April 2022
At
25 April 2021
(£m) (£m)
Authorised
999,500,010 ordinary shares of 10p each
100.0 100.0
499,990 redeemable preference shares of 10p each
- -
Called up and fully paid
640,602,369 (FY21: 640,602,369) ordinary share of 10p each
64.1 64.1
Share capital
64.1 64.1
The Company holds 151,240,174 ordinary shares in treasury as at the period end date (FY21: 121,260,175).
10. POST BALANCE SHEET EVENTS
On 25 April 2022 and 20 June 2022 the Group
commenced share buyback programmes with the
aggregate purchase price of all shares acquired
under these programmes of no greater than £105.0m
and the maximum number of shares that may be
purchased under the programmes of 15m ordinary
shares with a nominal value of 10p each. The purpose
of the programmes was to reduce the share capital of
the Company. 11,884,438 ordinary shares of 10p each
for consideration of £79.9m were acquired through
these programmes.
On 1 May 2022 Michael Murray was appointed as
Chief Executive Officer of Frasers Group. Mike Ashley
and Michael Murray worked together for a number
of months to ensure a smooth transition into the role.
Michael will accelerate the Group’s strategy to achieve
its vision: “to serve our customers with the World’s best
sports, premium and luxury brands.”
On 16 May 2022 the Group acquired the entire share
capital of leading Danish sport retailer SportMaster. Due
to the proximity of the acquisition date to the date these
financial statements are authorised for issue, the initial
accounting for the business combination is incomplete
and so the disclosures required by IFRS 3 Business
Combinations cannot be made at this stage.
On 25 May 2022 the Group disposed of its US retail
businesses trading as Bobs Stores (“Bobs”) and Eastern
Mountain Sports (“EMS”) for a cash consideration of
$70m to GoDigital Media Group (“GDMG”). Further
details are included within note 16.
On 1 June 2022 the Group acquired certain intellectual
property of the online women’s fashion retailer,
Missguided Limited (in administration), Mennace
Limited (in administration) and Missguided (IP) Limited
for cash consideration of £20.0 million. Due to the
proximity of the acquisition date to the date these
financial statements are authorised for issue, the initial
accounting for the business combination is incomplete
and so the disclosures required by IFRS 3 Business
Combinations cannot be made at this stage.
FRASERS GROUP PLC ANNUAL REPORT 2022
206

The Group announced on 22 June 2022 that it has
increased its investment in Hugo Boss AG, and now has
the following interests in the common stock:
• 3,425,000 shares of common stock, representing
4.9% of Hugo Boss’s total share capital
• 18,289,000 shares of common stock via the sale of
put options, representing 26.0% of Hugo Boss’s total
share capital
After taking into account the premium it will receive
under the put options, Frasers Group’s maximum
aggregate exposure in connection with its acquired
interests in Hugo Boss, with the common stock holding
valued at the closing share price on 21 June 2022, is
approximately €900m (c. £770m).
On 28 July 2022 the Group acquired the online fashion
retailer I Saw It First for cash consideration of £1. Due to
the proximity of the acquisition date to the date these
financial statements are authorised for issue, the initial
accounting for the business combination is incomplete
and so the disclosures required by IFRS 3 Business
Combinations cannot be made at this stage.
On 11 August 2022 the Group completed the disposal
of a number of freehold and long leasehold retail
parks held by its wholly owned subsidiaries, to RI
UK 1 Limited for a headline price of £205m. Frasers
Group fascias will operate from leases within these
properties where appropriate. Frasers Group in the
ordinary course of business purchases and sells
properties from time to time and the Group intends to
use the proceeds of sale towards the working capital
of the Group and its operations.
On 17 August 2022 the Group made a cash offer to
acquire the entire issued and to be issued ordinary share
capital of MySale Group plc (‘MySale’) not already held
by Frasers Group at a price of 2 pence per MySale Share.
The offer values the entire issued and to be issued share
capital of MySale not currently held by Frasers Group
at approximately £13.6 million (not taking into account
the exercise of any outstanding options which may have
vested under the MySale Share Plans or any conversion
event pursuant to the Convertible Loan Notes). On 29
June 2022, Frasers Group acquired 270,666,650 MySale
Shares and, together with the contracts for difference
already held by it, Frasers Group increased its stake
in MySale to 28.7% and became MySale’s largest
shareholder. Since the disclosure of Frasers Group’s
acquisition of this further stake, the market price of
MySale shares has increased.
On 20 September 2022 the Group announced that
Mike Ashley would not be standing for re-election as a
Director at this year’s Annual General Meeting (“AGM”)
and that he will therefore step down from the Board
upon the conclusion of the AGM.
11. PAYROLL COSTS
Frasers Group Plc had no direct employees during the
periods ended 24 April 2022 and 25 April 2021, and the
Directors are remunerated through Sportsdirect.com
Retail Limited. Details of the Directors’ remuneration can
be found in the Directors’ Remuneration Report.
12. RELATED PARTY
TRANSACTIONS
Related party transactions with the Company are
disclosed within note 35 in the Group Financial Statements.
FRASERS GROUP PLC ANNUAL REPORT 2022
207

GLOSSARY
CONSOLIDATED FIVE YEAR RECORD AND ALTERNATIVE
PERFORMANCE MEASURES
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
52 weeks ended
26 April 2020
52 weeks ended
28 April 2019
52 weeks ended
29 April 2018
(£m) (£m) (£m) (£m) (£m)
REPORTED PBT
335.6 8.5 143.5 179.2 61.1
Exceptional items
1.3 1.6 13.1 41.0 4.8
Fair value gain on step acquisition
- - (20.4)
Fair value adjustments to derivatives included
within Finance (income) / costs
(7.6) 4.6 (21.3) (39.7) 17.7
Fair value (gains) / losses and profit on disposal
of equity derivatives
(9.9) (82.2) 35.1 (3.3) 103.6
Realised foreign exchange (gain) / loss
5.8 26.3 (34.9) (22.1) (24.1)
Share scheme
14.6 1.3 - - (6.0)
ADJUSTED PBT
339.8 (39.9) 115.1 155.1 157.1
Notes to the consolidated income statement five year record:
1. All information is presented under IFRS.
2. The five year record has been prepared on the same basis as the Financial Statements for the 52 weeks ended 24
April 2022, as set out in note 1, basis of preparation, of the Consolidated Financial Statements.
Reconciliation of excluding acquisitions and currency neutral performance measures:
UK
Retail
Premium
Lifestyle
European
Retail
Rest Of
World Retail
Wholesale &
Licensing
Group
Total
(£’m) (£’m) (£’m) (£’m) (£’m) (£’m)
Revenue
FY22 Reported
2,640.1 1,056.6 790.2 150.3 168.1 4,805.3
Adjustments for acquisitions and currency neutral
(90.1) (3.9) - - - (94.0)
FY22 Excluding acquisitions and currency neutral
2,550.0 1,052.7 790.2 150.3 168.1 4,711.3
FY21 Reported
1,968.5 735.6 615.2 152.7 153.3 3,625.3
Adjustments for acquisitions and currency neutral
(8.2) (0.8) (23.0) (0.8) (1.7) (34.5)
FY21 Excluding acquisitions and currency neutral
1,960.3 734.8 592.2 151.9 151.6 3,590.8
% Variance
30.1% 43.3% 33.4% (1.1%) 10.9% 31.2%
Adjusted PBT
FY22 Reported
196.9 10.5 88.6 32.7 11.1 339.8
Adjustments for acquisitions and currency neutral
32.5 (0.4) - - - 32.1
FY22 Excluding acquisitions and currency neutral
229.4 10.1 88.6 32.7 11.1 371.9
FY21 Reported
(12.8) (7.8) (51.3) 12.2 19.8 (39.9)
Adjustments for acquisitions and currency neutral
15.8 0.2 2.0 (0.1) (0.1) 17.8
FY21 Excluding acquisitions and currency neutral
3.0 (7.6) (49.3) 12.1 19.7 (22.1)
% Variance
7,546.7% (232.9%) (279.7%) 170.2% (43.7%) (1,782.8%)
(1) The FY21 numbers have been re-categorised due to changes in the reporting segments, with freehold property owning companies where trading is purely from
Premium Lifestyle fascias being moved from UK Sports Retail to Premium Lifestyle.
FRASERS GROUP PLC ANNUAL REPORT 2022
208

Key Performance Indicators
Performance Measure
Closest equivalent statutory
measure
Reconciling items to statutory
measure Definition and purpose
Group revenue
- - The Board considers that this
measure is a key indicator of the
Group’s growth.
Reported PBT
- - Reported PBT shows both the
Group's trading and operational
efficiency, as well as the effects on
the Group of external factors as
shown in the fair value movements in
strategic investments and
foreign exchange.
Adjusted PBT
Profit before taxation Adjusting items (see Glossary
reconciliation above). The adjusting
items are those deemed by the
Board to be volatile and therefore
difficult to forecast.
Adjusted PBT shows how well the
Group is managing its ongoing
trading performance and
controllable costs and therefore the
overall performance of the Group.
Cash inflow from
operating activities
- - Cash inflow from operating activities is
considered an important indicator for
the business of the cash available for
investment in the Elevation strategy.
Net assets
- - The Board considers that this
measurement is a key indicator of
the Group's health.
Number of retail stores
- - The Board considers that this
measure is an indicator of the
Group’s growth. The Group’s
Elevation strategy is replacing older
stores and often this can result in
the closure of two or three stores
to be replaced by one larger new
generation store.
Workforce turnover
- - The Board considers that this
measure is a key indicator of the
contentment of our people.
Packaging recycling
- - The Board considers that this
measurement is a key indicator of
our impact and commitment to the
best environmental practices.
FRASERS GROUP PLC ANNUAL REPORT 2022
209

COMPANY DIRECTORY
REGISTRAR AND
TRANSFER OFFICE
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Telephone: 0370 707 4030
COMPANY SECRETARY AND
REGISTERED OFFICE
Frasers Group Plc
Unit A, Brook Park East
Shirebrook
NG20 8RY
Telephone: 0344 245 9200
Frasers Group Plc is registered in England and Wales
(No. 06035106)
SOLCITORS
Reynolds Porter Chamberlain LLP
Tower Bridge House
St Katharine’s Way
London
E1W 1AA
Dentons UK and Middle East LLP
One Fleet Place
London
EC4M 7WS
BROKERS
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
PRINCIPAL BANKERS
Barclays Bank plc
5 The North Colonnade Canary Wharf
London
E14 4BB
HSBC Bank plc
8 Canada Square London
E14 5HQ
AUDITORS
RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
FRASERS GROUP PLC ANNUAL REPORT 2022
210

SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
The date and time of the Annual General Meeting
is to be announced in a separate notice. Each
shareholder is entitled to attend and vote at the
meeting, the arrangements for which are described in
a separate notice.
RESULTS
For the year to 30 April 2023:
• Half year results announced: tbc December 2022
• Preliminary announcement of full year results: tbc
• Annual Report circulated: tbc
SHAREHOLDER HELPLINE
The Frasers Group shareholder register is maintained
by Computershare who are responsible for making
dividend payments and updating the register, including
details of changes to shareholders’ addresses. If you
have a query about your shareholding in Sports Direct,
you should contact Computershare’s Frasers Group
Shareholder Helpline on: 0370 707 4030. Calls are
charged at standard geographic rates, although network
charges may vary.
Address:
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ
Website:
www.computershare.com
WEBSITE
The Group website at www.frasers.group provides news
and details of the Company’s activities plus information
for shareholders and contains real time share price data
as well as the latest results and announcements.
UNSOLICITED MAIL
The Company is obliged by law to make its share
register publicly available and as a consequence some
shareholders may receive unsolicited mail, including
from unauthorised investment firms.
For more information on unauthorised investment firms
targeting UK investors, visit the website of the Financial
Conduct Authority at www.fca.org.uk
If you wish to limit the amount of unsolicited mail you
receive contact:
Mailing Preference Service
DMA House
70 Margaret Street
London
W1W 8SS
Telephone:
020 7291 3310
Email:
mps@dma.org.uk
or register online at www.mpsonline.org.uk
Frasers Group Plc
Unit A, Brook Park East, Shirebrook, NG20 8RY
0344 245 9200
www.frasers.group
FRASERS GROUP PLC ANNUAL REPORT 2022
211

ANNUAL
REPORT &
ACCOUNTS
2022.
FRASERS GROUP PLC