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ANNUAL
REPORT &
ACCOUNTS
2023.
FRASERS GROUP PLC
ABOUT
FRASERS GROUP
Frasers Group started as a
small store in Maidenhead in
1982 and from there, grew to
become a global powerhouse.
As the business evolved, 2019 saw the re-brand of Sports
Direct International to Frasers Group PLC; a reflection of
the Group’s growth and change in market identity.
Led by Chief Executive Michael Murray, the business is
set on a formidable upwards trajectory as it continues
to expand with its pioneering approach to retail. Frasers
Group provides consumers with access to the world’s
best sports, premium and luxury brands with a vision to
build the planet’s most admired and compelling brand
ecosystem. With over 32,000 employees, Frasers Group’s
workforce is incredibly motivated and inspired to drive
the success of the Group.
As a leader in the industry, Frasers Group is
committed to rethinking retail by driving digital
innovation and providing unique store experiences to
its consumers globally.
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 colleague share bonuses
32,000
Have approx. 32,000 colleagues worldwide, approx.
21,000 of which are in the UK
£2,470m
Contributed approx. £2,470m in VAT and Duty
£800m
Contributed approx. £800m in UK Corporation Tax
£220m
Contributed approx. £220m in NI
employer contributions
GROUP
OUTLOOK
We expect further strong profit progress during
FY24 as our FY23 momentum continues. The
new financial year has started well, especially at
Sports Direct, which continues to benefit from
the strengthening relationships with key brand
partners. We also expect further good progress
on acquisition integration synergies and cost
mitigation exercises. Additionally, we anticipate
significantly lower levels of property profit than
those delivered in FY23 (£95.4m). Based on these
factors, we expect FY24 APBT will be in the range
of £500m-£550m which would represent strong
underlying trading profit progression.
MISSION STATEMENT
WE ARE BUILDING THE PLANET’S
MOST ADMIRED AND COMPELLING
BRAND ECOSYSTEM.
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 2023
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
018
Key Performance Indicators
020
CEO Report and Business Review
031
Financial Review
035
Non-Financial Information
036
Workers Representative Report
037
ESG Report (Including TCFD)
057
S172 Statement
059
Principal Risks and Uncertainties
075
Viability Statement
03. GOVERNANCE
077
Corporate Governance Report
084
The Board
087
Nomination Committee Report
090
Directors’ Remuneration Report
103
Audit Committee Report
108
Directors’ Report
115
Directors’ Responsibility Statement
04. GROUP FINANCIAL
STATEMENTS
116
Independent Auditor’s Report
to the Members of Frasers Group Plc.
128
Consolidated Income Statement
129
Consolidated Statement of
Comprehensive Income
130
Consolidated Balance Sheet
131
Consolidated Cash Flow Statement
132
Consolidated Statement of
Changes in Equity
133
Notes to the Financial Statements
05. COMPANY FINANCIAL
STATEMENTS
217
Company Balance Sheet
218
Company Statement of Changes in Equity
219
Notes to the Company
Financial Statements
06. GLOSSARY
226
Consolidated Five Year Record and
Alternative Performance Measures
228
Company Directory
229
Shareholder Information
GROUP AT
A GLANCE
UK SPORTS RETAIL
PREMIUM LIFESTYLE
55.4%
Total Group Revenue
21.8%
Total Group Revenue
£3,080.6m
£1,212.9m
16.7%
14.8%
UK Sports Retail includes core sports retail store
operations in the UK, plus all the Group’s sports retail
online business (excluding Sportland in the Baltics,
Game Spain, SportsMaster, Sports Direct Malaysia,
Bobs and EMS), the gyms, Studio Retail, the Group’s
Shirebrook campus operations, retail store operations
in Northern Ireland, Evans Cycles, GAME UK and
Coventry Arena.
Our store footprint is significant, with 812 stores across
the UK, totalling approximately 6.9m sq.ft. of retail
space. The majority of stores are operated under the
Sports Direct, USC, Evans Cycles and GAME fascias.
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,
Frasers, House of Fraser, Jack Wills and Sofa.
com, Cruise, Van Mildert and the fashion brands
acquired from JD Sports, along with their related
websites. The majority of these fascias operate as
multi-brand premium and luxury 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 221 stores
and approximately 3.6m sq.ft. of retail space.
FRASERS GROUP PLC
ANNUAL REPORT 2023
4
INTERNATIONAL RETAIL
REVISED SEGMENTAL REPORTING IN FY24
International Retail includes all the Group’s sports retail stores,
management and operations internationally including the Group’s
international distribution centres in Belgium, Austria, Denmark, Malaysia
as well as GAME Spain. It also includes the online businesses relating to
SD Malaysia, Game Spain, SportMaster and MySale. During the period the
Bob’s Stores and Eastern Mountain Sports fascias and their corresponding
e-commerce offerings were disposed of.
The total European store count is 597 stores and approximately 4.3m sq.ft.
of retail space.
During FY23, management continued to elevate the Group’s international
stores and work to further tailor the Group’s consumer value propositions
to our local markets.
The Group currently intends to revise its segmental reporting based on planned changes in how the Group will
report performance and allocate resources going forward.
Following the acquisition of Frasers Group Financial Services Limited (formerly known as Studio Retail Limited)
and the launch of the Group’s consumer credit offering, Frasers Plus, as well as recent acquisitions of investment
property, it is expected to lead to the Group’s financial services and property businesses being disclosed as
separate reporting segments. The Group currently intends to consolidate UK Sports Retail and Premium Lifestyle
within one UK Retail segment. The Wholesale & Licensing segment will be consolidated in the appropriate
retail segments. Since these changes have taken place post year-end, it is intended that the revised segmental
presentation will take effect from FY24 onwards.
WHOLESALE & LICENSING
The Wholesale & Licensing segment operates our globally renowned heritage
Group brands (such as Everlast, Lonsdale, Karrimor and Slazenger). 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.
The Group’s own brands are managed both individually and centrally within
this segment. This unique, integrated approach to brand management
leverage’s the expertise of our people, encourages innovation, and
ensures consistency.
£1,083.4m
15.2%
19.5%
Total
Group Revenue
£188.3m
12.0%
3.3%
Total
Group Revenue
FRASERS GROUP PLC
ANNUAL REPORT 2023
5
FINANCIAL HIGHLIGHTS
15.8%
UK Sports Retail revenue increased by
15.8%, largely due to acquisitions and the
impact of a 53rd week in FY23
(3)
Excluding acquisitions, disposals and the 53rd week, on a
currency neutral basis, revenue increased by 1.3%.
(4)
Cash inflow from operating
activities before working
capital movements of
£920.2m, an increase
of £133.4m largely
driven by strong trading
performance particularly in
UK Sports.
Premium Lifestyle revenue increased by
14.8%, with the impact of planned House
of Fraser store closures more than offset
by new FLANNELS store openings and
continued growth in online. Excluding
acquisitions and the 53rd week, revenue
increased by 5.7%.
(4)
Cash inflow from operating activities
increased to £628.9m compared to
£578.3m in the prior period
14.8%
£628.9m
£578.3m
£133.4m
FRASERS GROUP PLC
ANNUAL REPORT 2023
6
53.2p
Basic EPS of 106.1p, an increase of 53.2p
year-on-year.
International Retail
revenue increased by
15.2%, largely due to the
acquisition of Sportmaster
on 16 May 2022 and an
increase in the Malaysian
business, offset by the
reduction in revenue
following the disposal of
the US retail businesses on
25 May 2022.
Excluding acquisitions, disposals
and the 53rd week, on a currency
neutral basis, revenue decreased by
2.4%.
(4)
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)
Net assets have increased to £1,658.2m
from £1,308.6m at 24 April 2022, due to the
increased profitability of the Group offset
by significant share buybacks
(1)
This is an Alternative Performance Measure, for which the reconciliation to the
equivalent GAAP measure is set out in the Glossary section.
(2)
£461.5m as at 26/07/2023, source: Bloomberg
(3)
FY23 is an irregular 53-week reporting period. FY23 figures have been adjusted on
a pro-forma basis to give the like-for-like figures detailed in the Glossary below.
(4)
A reconciliation to results excluding acquisitions, the 53rd week and currency
neutral performance measures can be found in the Glossary section below.
28.4%
£1,658.2m
15.2%
FRASERS GROUP PLC
ANNUAL REPORT 2023
7
STRATEGIC AND
OPERATIONAL HIGHLIGHTS
TOP THREE
GLOBAL
STRATEGIC PARTNERS
Further strengthened brand partnerships, unlocking better products and new
partnerships, with Nike listing us as one of its “Top Three Global Strategic
Partners” in its FY23 fourth quarter results.
Rolled out Frasers Plus, an FCA approved and regulated
credit facility and loyalty programme, across our brands
and businesses.
Continued investment in our estate, opening a new
Sports Direct flagship in Manchester, and a new Flannels
flagship in Liverpool, with continued store openings and
refurbishments across all divisions.
Invested significantly in improvements across our
e-commerce offering supported by the increased
capabilities in our warehouse automation.
FRASERS GROUP PLC
ANNUAL REPORT 2023
8
Acquired Sportmaster in Denmark to help grow our
European footprint.
Within the Premium Lifestyle division we acquired Gieves and Hawkes, Amara Living and the Premium Brands
portfolio from JD Sports Fashion plc during the year, strengthening our ecosystem and delivery of our strategy.
Post year end, made new strategic investments in AO World, ASOS, Curry’s and Boohoo, as the Group looks to explore
opportunities to expand commercial relationships, and further develop the ecosystem.
ACQUIRED
THE
MALL SHOPPING
CENTRE
IN LUTON
Acquired The Mall Shopping Centre in Luton and The
Overgate Centre in Dundee to further demonstrate our
belief in the future of “bricks and mortar” retail, also
underpinning our operational requirements.
Post year end, launched new joint venture in Indonesia
to support our international expansion.
FRASERS GROUP PLC
ANNUAL REPORT 2023
9
CHAIR’S STATEMENT
Introduction
We are pleased to report a record set of results for FY23,
in line with the guidance we set at the start of the year.
Customer demand continues to be strong across our
Sport, Premium and Luxury divisions and, although the
macro-economic environment remains challenging, our
business continues to prove its resilience.
Michael Murray has completed his first year as Chief
Executive Officer and has built a strong leadership
team around him. With this fantastic team in place, the
business has more energy and drive than ever before
and is clearly benefiting from the clarity and strategic
direction that Michael brings to the role.
During the year we were proud to return to the FTSE 100,
demonstrating the strength of our Elevation Strategy
and the strong progress we are making in delivering it.
Elevation and investment
It’s clear from our results that the Elevation Strategy
is working. We continue to invest in opening new,
elevated stores, as well as refurbishing existing stores
to improve the quality of our retail portfolio. We are
particularly proud of the new FLANNELS flagship store
in Liverpool UK and the new Sports Direct flagship store
in Manchester UK, where customers are responding
brilliantly to our innovations and product offerings driven
by our strong brand partnerships. We have plans to
open several more flagship stores in the near future.
The roll-out of our new strategy for Frasers continues to
progress, through new store openings and continued
brand development. We now have multiple sites across
the UK and Ireland, as we aspire for Frasers to be a
dynamic retail destination, providing an elevated lifestyle
platform for contemporary and premium fashion.
We continue to strengthen relationships with our
strategic brand partners. Recently, I was proud to
witness the strength of the Group’s relationship with
NIKE, which led them to naming us as one of its “Top
Three Global Strategic Partners” in their quarterly results.
Prior to joining the Group, I spent almost 30 years at
NIKE and it is great to see how this relationship has
evolved and strengthened to deliver mutual benefits for
both businesses.
The Group has a clear and disciplined M&A strategy
and the strategic investments the Group makes in the
ordinary course of business are important to growing
our ecosystem. Our strategic investment in Hugo Boss
AG has been hugely beneficial, enabling us to develop
a strong relationship across the business and in turn
increasing the scale of our partnership, with it now being
one of our biggest brand partners across the Group.
We have brought a number of new names into the
Group which helped develop our ecosystem, such
as Sportmaster in Denmark which will support our
European expansion plans and Missguided which
has helped build our expertise in e-commerce and an
understanding of the Gen-Z customer.
Finally, Frasers Group in conjunction with a third-party
lender has launched the ‘Frasers Plus’ product across
Frasers Group, with a number of key brand channels
offering this running account credit facility as a payment
option and with the roll-out continuing to other Frasers
Group brands. Through ‘Frasers Plus’, customers
can access two main products: the ability to collect
rewards that could be spent across all key businesses;
and a buy-now-pay-later credit facility that will allow
customers to spread out purchases in instalments.
Additionally, the Studio Retail acquisition has given us
the capability to bring additional payment products to
our customers in the near future. We also have plans to
roll out a Group-wide loyalty scheme, which will allow
us to consolidate our customer data to provide a more
personalised shopping experience.
Our people
Our aim is to create a diverse and inclusive working
environment at Frasers Group where everyone can be
the best they can be, every day. To support this, we have
evolved our company values which are: Own It, Think
Without Limits and Be Relevant.
Michael Murray has strengthened and redefined our
leadership team, with the introduction of new and
talented individuals who bring new energy and expertise
to the business.
Our Fearless 1000 bonus scheme, worth £100m for
high-performing Frasers Group colleagues, continues
to motivate and inspire our workforce. The scheme is
determined by our share price, with the target being £10
by 2025. Despite the challenging economic backdrop,
we remain laser-focused on working collectively towards
our Fearless 1000 share scheme. At the 2022 Annual
General Meeting, we added an additional hurdle for the
executive team of achieving an adjusted profit before
tax
(1)
of at least £500m, in addition to meeting a £15
share price target.
In October 2022, Frasers Group employees participated
in our first Employee Engagement Survey. Equipped
with the insights from this survey, we have introduced
several employee engagement improvements. Sport is
FRASERS GROUP PLC
ANNUAL REPORT 2023
10
at the core of our business, and we are dedicated to
supporting the physical and mental well-being of our
teams. We have introduced several new well-being
initiatives, such as Frasers Fit, which encourages a fit
and healthy workforce.
We continue to prioritise attracting the best talent to the
business. Our management development programme,
the Frasers Elevation Programme, is now into its
fourth year and we will look to recruit a new intake in
September 2023. This focuses on developing talent in
key areas for the Group, such as management and
leadership, retail capability, and commercial expertise.
Environmental, social and governance
Led by our Chief Financial Officer, Chris Wootton,
and our Sustainability team, our ESG strategy has
continued to evolve in the last year, as we embed this
into our wider Group strategy. Our ESG journey is a key
supporting element to achieving our Group purpose
and vision. We have created a simple framework across
the business that focuses on three key pillars - People,
Products, and Channels - which allows us to effectively
implement our responsibilities into the Group.
With a focus on People, Products and Channels, we’re
working to continue with identifying and managing the
environmental and social risks we face, and future-
proofing the business against them.
At the 2022 Annual General Meeting in September, we
also announced our commitment to a future without fur.
Outlook
Michael Murray set a clearly defined strategy for the
business. We have many growth opportunities, our
strategic brand partners are the strongest they have
ever been, and we are looking forward to continuing
our success in the years ahead. We are grateful for the
support we receive from our employees, banks, our
investment partners and all our stakeholders.
We expect further strong profit progress during FY24
as our FY23 momentum continues. The new financial
year has started well, especially at Sports Direct,
which continues to benefit from the strengthening
relationships with key brand partners. We also expect
further good progress on acquisition integration
synergies and cost mitigation exercises. Additionally, we
anticipate significantly lower levels of property profit
than those delivered in FY23 (£95.4m). Based on these
factors, we expect FY24 APBT will be in the range of
£500m-£550m which would represent strong underlying
trading profit progression.
Dividend and share buybacks
The Board has again decided not to pay a final
dividend in relation to FY23. We believe this is in
the best interests of the Group, preserving financial
flexibility and enabling reinvestment back into the
growth opportunities for the business.
Our share buyback programme has continued during
the year which is a demonstration of our commitment to
shareholder returns, our confidence in our strategy and
our potential for future growth.
David Daly
Non-Executive Chair of the Board
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
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 and to deliver the Group’s
strategy. The Group’s governance structures provide
guidance to colleagues in delivering this strategy. 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 Planet’s most
admired and compelling brand ecosystem’ section of
this report.
Our business model is to provide consumers with access
to the World’s best sports, premium and luxury brands
by building the planet’s most admired and compelling
brand ecosystem.
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 four business segments:
UK Sports Retail, Premium Lifestyle, International 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 Sportland in the Baltics, Game Spain,
SportMaster and Sports Direct Malaysia), the gyms,
Studio Retail, the Group’s Shirebrook campus operations,
retail store operations in Northern Ireland, Evans Cycles,
GAME UK and Coventry Arena.
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, Cruise, Van Mildert and the fashion brands
acquired from JD Sports, along with their related
websites. We aim to offer fashion-conscious consumers
a luxurious, multi-brand retail destination with high-end
and on-trend products.
In International 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, Malaysia and continental Europe. During the
period 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.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
12
Store Elevation Strategy
The store elevation strategy continues to be a key focus
area for the Group, delivering industry leading retail
formats in our markets of operation, with three flagship
stores delivered during the financial year.
For Sports Direct, two significant flagship stores were
delivered over the financial year. The first located in
Birmingham City Centre (60k sq ft) and the second
in The Arndale Centre, Manchester (50k sq ft). Both
openings have further built on the success of our first
flagship on Oxford Street, London, pushing the format
to new heights and rivalling the best Sports Stores
globally. The stores offer an enhanced retail experience
with sporting zones, interactive features and curated
activation spaces. Further flagship sites for Sports
Direct are due to open over the coming financial year in
Cardiff City centre and at the Metrocentre, Gateshead.
Outside the UK, a flagship site has been secured
in Dublin City Centre, anticipated to open is FY25.
Additional opportunities for flagship Sports Direct stores
are in consideration across both the UK and Europe.
The Elevation strategy has not been limited to just new
stores, as a refit model has been developed that will be
rolled out across selected Sports Direct stores.
For Flannels, the Luxury pillar of the Group, the
largest flagship store to date opened in Liverpool
City Centre at 120k sq ft incorporating Beauty, a Food
and Beverage offering, a Beauty Clinic and the global
boutique fitness brand, Barry’s Bootcamp. The scale
and format of the store has gained significant industry
recognition including a Drapers award for best store
design (Nov 22).
The Elevation journey has not been limited to our
retail fascias, as the latest Everlast Gym concept
has continued to be rolled out to new gyms, such as
Preston Deepdale (20k sq ft) but also as part of a refit
model in selected locations. The Everlast Gyms concept
delivers a best-in-market hybrid format of ‘big-box’
meets ‘boutique’, alongside high-end gym equipment.
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 Programmes 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
approx. £23m, 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,
being eligible to receive share bonuses ranging from
£50k right up to £1m, if the share price is at £10 (for at
least 30 consecutive trading days) at the vesting dates.
See note 25 for further details.
Workers’ Representative
The Frasers Group Workers’ Representative is Cally Price,
a store manager within our Cardiff 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 the ‘Ask
Cally’ app. The App allows any employee to submit a
question or raise an issue directly with the Non-executive
Workforce Director, Cally Price, and receive a personal
response. If required, this feedback is passed to senior
management 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 2023
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, creating 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 planet’s most admired and compelling
brand ecosystem.
TO
BUILD
THE
WORLD’S
MOST
COMPELLING
BRAND
ECOSYSTEM
FRASERS GROUP PLC
ANNUAL REPORT 2023
14
Strategy
Key Achievements In FY23
Priorities for FY24
Brands
Our consumers look to brands to elevate their
everyday. They want to have the choice of the
world’s best brands across sports, premium and
luxury. Accessibility is essential for our success. To
achieve our vision, we focus on building excellent
relationships with our brand partners, unlocking
the best products and experiences.
Our 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 and sit within
our sector-leading ecosystem.
Our ecosystem provides us with strong
foundations to drive the Group forward and
support our future growth across retail, real
estate, and financial services.
During FY23, our achievements included:
Developed our relationships with key brand
partners, such as Nike, adidas, Under Armour,
Stone Island, Gucci, PVH Group and Hugo
Boss Group.
Considered by Nike as one of its ‘Top Global
Strategic Partners’, as noted in the FY23
Q4 results.
Established new, innovative brand partners.
Acquired strategic brands to enable our
strategy and further grow our ecosystem,
through the acquisitions of Gieves and
Hawkes, Amara Living, and several premium
and lifestyle brands.
Strategically invested in businesses that
complement our existing or helped us to
build and further utilise our sector-leading
ecosystem, such as Boohoo, Currys, ASOS and
AO World.
Invested in our Frasers Plus platform, a
Financial Conduct Authority approved and
regulated credit facility for the Group, which
is being implemented across the business in a
phased approach.
During FY24, our priorities are to:
Continue strengthening our relationships with
strategic brand partners and improve our
access to their best product across our key
pillars of Sports, Premium, and Luxury.
Further grow our Frasers Plus business
and identify opportunities for growth and
consumer loyalty schemes.
Invest in and grow our own-brand portfolio to
ensure it remains relevant to consumers and
compliments our ecosystem.
Identify and grow new brand opportunities
that unlock diversified customer interest.
Continue to unlock synergies with strategic
investments and partnerships, growing
our ecosystem.
Digital
We aim to build a sector-leading digital
ecosystem where we can create consumer value
through seamless and innovative experiences
offered by the world’s best brands
and technology.
Through our digital strategy we continue to
invest in unique multi-channel experiences
and enhance our digital design to elevate the
consumer shopping experience.
Our digital investment has and will further build
our technologies across e-commerce, data
platforms and digital marketing to facilitate the
next stage of our growth.
We work alongside industry leaders to ensure our
digital business is forward thinking and delivers
strong performance.
During FY23, our achievements included:
Significantly improving the digital consumer
experience across all touchpoints within the
Group.
Invested in our digital business and
collaborated with industry leaders to ensure it
remained relevant and delivered a
strong performance.
Enhanced our marketing capabilities to
demonstrate a cohesive brand image for
our business.
Launched phase one of our migration to an
industry leading technology platform to build
the foundations of our new e-commerce
experience.
Launched Frasers Plus across our key online
businesses with third party lending support.
Introduced Electronic Data Interchange
across our warehouses, improving efficiency
and reducing costs.
During FY24, our priorities are to:
Continued investment in our online retail
capabilities, particularly within our luxury
portfolio, 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.
Further develop our Frasers Plus digital credit
product and connected loyalty programme
that rewards our most loyal customers.
Leverage our data capabilities to drive
incremental value through enhanced
personalised experiences at all consumer
touchpoints.
Build phase two of our cutting-edge
technology platform to continue elevating our
digital business.
Expand our global footprint through opening
international sites and warehouses to
support growth internationally and improve
operational efficiencies.
FRASERS GROUP PLC
ANNUAL REPORT 2023
16
Strategy
Key Achievements In FY23
Priorities for FY24
Physical
The elevation and expansion of our physical
store portfolio is a fundamental part of our
Group-wide strategy and legacy.
Across our three pillars of Sports, Premium and
Luxury, we will continue to:
Invest in new strategic locations and
acquisitions.
Expand and identify opportunities across
Europe and internationally for Sports Direct.
Elevate and improve our current estate,
particularly for Sports Direct.
Give consumers access to unrivalled luxury
destinations across our FLANNELS and
Frasers business.
Identify strategic real estate investments to
support the business’ long-term strategy.
Provide consumers in regions underserved by
the luxury market with the world’s best brands.
During FY23, our achievements included:
Opening a series of our new-concept flagship
stores, including:
FLANNELS Liverpool, a 120,000 sq. ft
luxury destination, housing the world’s-first
Barry’s Bootcamp within a physical
retail space.
Sports Direct’s third flagship in Manchester,
which showcases the business’ new and
industry-leading running concept.
Rebranded our FLANNELS London
Flagship to FLANNELS X, a
next-generation culture hub, which will
become a sphere for brand partner
activations and events.
Continued opening new locations across the
UK and Europe.
Invested in our Frasers business through
new store openings and continued brand
development.
Acquired The Mall Shopping Centre in Luton
and The Overgate Centre in Dundee to
further demonstrate our belief in the future of
physical retail.
Invested 855,000 sq. ft into new stores
and flagships.
Continued opening Everlast Gyms across the
UK offering ultimate fitness experiences
for consumers.
During FY24, our priorities are to:
Further grow our presence in Europe.
Continue opening new flagship stores across
the UK and Europe, in locations such as Leeds
and Metrocentre Gateshead.
Invest in experiences and retail collaborations
across new categories, with a focus on home,
beauty, and lifestyle.
Develop and improve operational excellence
across our retail portfolio, gradually
introducing technology partners to enhance
our in-store offering and continue to meet the
ever-evolving demands of the consumer.
Continue to roll out the opening of Everlast
Gyms, offering ground-breaking fitness clubs
across the UK.
Open five Sports Direct elevated stores across
Indonesia to deliver the best-in-class product
range, value, and experience.
Identify strategic opportunities and
acquisitions to support our international
expansion.
Enablers
We aim to have the best team to enable us to
deliver our strategy.
To attract new talent, we continue to develop
our employer brand and act on our values, whilst
further improving communication to drive
engagement with existing colleagues.
We have a rewards-based culture and we continue
to introduce new ways of empowering and
motivating our workforce to support the delivery of
our strategy.
We continue to invest in our automation to
enhance our Group efficiencies.
During FY23, our achievements included:
Conducted our first ever employee survey to
listen and champion our people.
Re-launched our company values - Own
It, Think Without Limits and Be Relevant, to
motivate and encourage our people.
Significantly improved communications
across the business, to introduce regular
and direct interaction with our CEO and the
leadership team.
Further communicated the Fearless 1000
bonus scheme, whereby 1000 staff split
£100m giving our people the opportunity to
win life changing sums of money if the share
price hits £10 (for 30 days).
Consistently invested in automation, with one
of the largest Auto-stores in Europe.
Future proofed the business with planned key
operational sites in Coventry and Germany.
During FY24, our priorities are to:
Build out and support career pathways to
support the growth and development of
our team.
Continue to drive a high-performance culture
through regular employee updates and
increased employee engagement.
Continue to future proof the business by
developing automation plans across the UK
and Europe, ensuring successful delivery of
our strategy.
FRASERS GROUP PLC
ANNUAL REPORT 2023
17
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.
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
Group revenue
£5,565.2m
£4,805.3m
£3,625.3m
Reported PBT
£660.7m
£335.6m
£8.5m
Adjusted PBT
(1)
£478.1m
£339.8m
(£39.9m)
Cash flow from operating activities before working capital
£875.6m
£786.8m
£578.3m
Net assets
£1,658.2m
£1,308.6m
£1,211.0m
Non-Financial KPIs
Number of retail stores
(2)
1,630
1,552
1,547
Workforce turnover
44.5%
38.3%
28.9%
Electricity consumption on like for like stores improvement vs FY20
15.9%
5.0%
-
Employee engagement score
66
-
-
The Directors have adopted Alternative Performance
Measures (APM’s). APMs should be considered in
addition to UK-Adopted International Accounting
Standards (“UK IAS”) measures. The Directors believe
that Adjusted profit before tax (PBT) provides further
useful information for shareholders on the underlying
performance of the Group in addition to the reported
numbers, and is consistent with how business
performance is measured internally. They are not
recognised profit measures under UK IAS and may not
be directly comparable with ‘adjusted’ or ‘alternative’
profit measures used by other companies.
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 and the tax impact of these items. This
measure 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
18
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
Before Working Capital
Cash inflow from operating activities before working
capital is considered an important indicator for
the Group of the cash generated and available for
investment in the Elevation strategy.
Net Assets
The Board considers that this measurement is a key
indicator of the Group’s financial position and 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.
Like for Like electricity consumption
This measure links to our targets in the TCFD report
around the installation of LED lighting, building
management services, and voltage optimisation. This
measure allows the board to determine the effectiveness
of these projects in reducing the Group’s energy
consumption. Like for like stores includes stores in Great
Britain, above a de minimis consumption, and that were
open from 2019 onwards. Given the effects of Covid-19 in
FY21, no reliable figure was available and, as a result, no
KPI has been included for FY21.
Employee Engagement score
In FY23 the Group conducted its first ever employee
engagement survey. This allows the board to monitor
and assess the Group’s culture and cement our strategic
ambition to build the best team on the planet.
FRASERS GROUP PLC
ANNUAL REPORT 2023
19
CHIEF EXECUTIVE’S REPORT AND
BUSINESS REVIEW
Introduction
Since taking over as Chief Executive in May 2022, we
have continued to invest and make significant progress
for the medium and long-term benefit of the Group.
This year has been the most transformational year for
the Elevation Strategy to date, as we build a winning
proposition for the benefit of both our brand partners
and our customers. We’re confident our strategy is
propelling us forward, and we are excited about the
future and continued growth opportunities.
Last year, we shared our new vision – ‘to build the
planet’s most admired and compelling brand ecosystem’,
and we have made huge strides towards achieving this.
In working towards this, we have strengthened key brand
partner relationships, attracted the best talent, grown
our footprint across the UK and internationally, and
returned to the FTSE 100.
As we look to the year ahead, there is a lot to be excited
about. We are looking forward to completing the
Group-wide rollout of Frasers Plus, a market leading
running account credit payment option and connected
loyalty programme, which will unlock reward schemes
and payment facilities for Frasers Group customers.
Under our new Managing Director of Sport, Ger Wright,
we will be focusing on the international expansion of
our sports business in collaboration with our strategic
brand partners, progressing towards our ambition to
become the number one sports retailer in EMEA. We are
also driving forward our store expansion and investment
programme in the UK and internationally, with further
store openings and refits already in motion. We are
focused on FLANNELS and Frasers, following the recent
success of the flagship store openings.
Whilst the global macroeconomic environment is
challenging, we continue to deliver record results
by staying focused on our strategy. Our long-term
investment, vision, and performance, allows us to provide
confidence to our brand partners, shareholders, and
customers as we establish ourselves as a sector-leading
retail platform.
Business performance and
financial highlights
The strength of the Frasers Group balance sheet is a
critical foundation of our business, enabling us to invest
and grow with confidence. This year, we continued our
practice of adopting conservative, consistent and simple
accounting principles. This approach to our balance
sheet ensures that stakeholders have a clear view of the
value creation in the business.
The group currently intends to revise its segmental
reporting in FY24 based on how we will be managing
the business going forward and to give further
clarification to stakeholders, both internally and
externally, regarding key Group functions that
complement the core retail business. These new
segments are currently intended to be UK Retail,
International Retail, Property, and Financial Services.
Our strong financial performance in the year is shown in
the below financial highlights:
Revenue increased to £5,565.2m (FY22: £4,805.3m)
Profit Before Tax increased to £660.7m
(FY22: £335.6m)
Adjusted PBT increased to £478.1m (FY22: £339.8m)
Net Assets at FY23 £1,658.2m (FY22: £1,308.6m)
Brand partnerships
During 2022, we have strengthened and grown our
strategic brand partnerships, enabling us to unlock new
and relevant brand opportunities for our customers.
These brand partnerships are fundamental to our
strategy and remain a top priority for the business. Our
Elevation Strategy is also receiving global recognition,
with Nike listing us as one of its “Top Three Global
Strategic Partners” at its FY23 fourth quarter results.
The momentum we have created with the continued
support of our brand partners gives us the confidence in
our ability to expand internationally. We are also really
excited about on-boarding new leading sport brands
into our business during FY24.
FRASERS GROUP PLC
ANNUAL REPORT 2023
20
Acquisitions
Acquisitions and strategic investments the Group
makes in the ordinary course of business are a key
growth component within the development of our
ecosystem. We have a clear and structured acquisition
platform to unlock new capabilities and drive growth
opportunities across areas of our ecosystem. Through
this approach, we have strengthened our luxury
business, with acquisitions of the iconic tailoring brand,
Gieves and Hawkes, the luxury homeware brand,
Amara Living, and, through a fashion acquisition from
JD Sports creating further expansion opportunities for
FLANNELS.
Within our Premium business, the acquisitions of
Missguided and I Saw it First have expanded and
improved our digital offering and grown our own
brand strategy. We continued to invest in our strategic
brand partner, Hugo Boss AG, which has enabled us
to develop an exceptional relationship, resulting in the
brand now being one of our top five partners having
more than doubled in size from a revenue perspective
in the last few years. Together, we have developed
a strategic relationship that has transpired over the
years through mutual collaboration to deliver benefits
for both Frasers Group as well as Hugo Boss AG. We
have also been able to accelerate our international
expansion in sports through the acquisition of the
leading Danish sporting goods retailer, Sportmaster.
Frasers Group in conjunction with a third-party lender
has launched the ‘Frasers Plus’ product across Frasers
Group, with a number of key brand channels offering
this running account credit facility as a payment
option and with the rollout continuing to other Frasers
Group brands. Through ‘Frasers Plus’, customers
can access two main products: the ability to collect
rewards that could be spent across all key businesses;
and a buy-now-pay-later credit facility that will allow
customers to spread out purchases in instalments.
Additionally, the Studio Retail acquisition has given us
the capability to bring additional payment products to
our customers in the near future. We also have plans to
roll out a Group-wide loyalty scheme, which will allow
us to consolidate our customer data to provide a more
personalised shopping experience. Finally, the Mysale
acquisition will be a developed outlet business for the
Group, allowing us to expand our portfolio further.
Acquiring and disposing of property assets is core to
our business model and strategy. This year we have
significantly invested into the UK high street, through
the acquisitions of Luton and Dundee shopping
developments, totalling £95.5 million. This significant
and required investment into the retail industry allows
us to unlock demands and deliver retail experiences
to our customers. We have also disposed of significant
property assets to increase financial agility.
Store development
It was a busy year for the retail innovation team, as we
continue to expand and develop our store portfolio,
which remains core to our Group and brand partner
strategy. We remain focused on the expansion of
our Sports Direct estate, with further openings in key
markets across the UK, as well as investing in our existing
portfolio. We have also announced plans for Sports
Direct to open several stores in Indonesia, which will act
as a platform for business growth.
Europe remains a huge opportunity for Sports Direct
and we continue to look for opportunities to grow in key
markets in the region, both organically and by pursuing
strategic acquisition opportunities. Whilst there are
challenges in some European markets, our collaborative
relationships with our brand partners means we can
work closely together to ensure we are investing smartly,
delivering customer value, and pursuing the right areas
for growth.
In our wider business, we have invested in flagship store
locations, including opening a 120,000 sq. ft FLANNELS
flagship in Liverpool, UK. Further to this, we have also
opened and refitted a significant number of stores in the
UK and internationally, totalling approximately 1 million
sq. ft. This includes several GAME store-within-a-store
formats. We have also elevated several Everlast Gyms,
as we continue the rollout of exceptional fitness clubs to
customers and athletes across the UK.
Operations
Our strong operational backbone and commercial
business model enables us to deliver our strategy and
develop our sector leading ecosystem efficiently. To
date, we have invested over £200m into our warehouse
automation, which has given us one of the largest
Auto-stores in Europe. Our recent investments in key
distribution hubs in Bitburg, Germany and Coventry,
UK will also create a strong pipeline for the Group’s
growth ambitions and help future proof the business.
Through strategic acquisitions and integrations, we have
expanded our capabilities, whilst making significant cost
savings and creating an agile structure for our platform.
FRASERS GROUP PLC
ANNUAL REPORT 2023
21
Our people
In line with our rewards-based culture, we continue
to look for new ways to empower and motivate our
workforce. We are incredibly proud of our team who
continue to show their loyalty and dedication to
the business.
We believe regular and transparent communication
with our teams is essential. This year we have launched
several new initiatives, including quarterly ‘CEO
Sessions’ where staff from across the business have the
opportunity to come together and discuss the vision,
whilst we hear and learn from our teams on the frontline.
Our Fearless 1000 bonus scheme, worth £100m for
high-performing Frasers Group colleagues, continues
to motivate and inspire our workforce. The scheme is
determined by our share price, with the target being £10
by 2025. Despite the challenging economic backdrop,
we remain laser-focused on working collectively towards
our Fearless 1000 share scheme.
Sport remains at the core of our business. This year
we have introduced several well-being initiatives, such
as Frasers Fit, which encourages a fit and healthy
workforce, and in September we hosted our first
‘Frasers Festival’. This brought together 1,500 of our top
performing colleagues and brand partners for a day of
assault courses, interactive brand activations and live
entertainment to celebrate the business’
40-year anniversary.
Environmental, social, and governance
Sustainability continues to be a focus for the Group and
the Board. Our strategic priorities for sustainability are
key supporting elements when it comes to achieving
our Group purpose and vision. We are committed to our
ESG journey, which we continue to develop as we strive
to make long-term commitments with lasting impact.
This year, we have established a clear direction for our
ESG journey, by developing and defining our framework.
Within our framework, we have built clear pillars of focus
- Products, People and Channels - and through this we
have a number of strategic priorities.
We have established new partnerships, improved
our understanding of the materials that make up our
products, and explored new business models, such
as renting and take back. We also announced our
commitment to a future without fur at our Annual
General Meeting in September 2022.
Our operational efficiency continues to go from strength
to strength. We have increased the storage capacity of
our forward pickface by more than 350% and therefore
increased our SKU count. As a result, we now process
more than 215 million units annually, and we need 50%
less warehouse locations. Not only have we effectively
minimised our physical footprint, but we can now ensure
all new acquisitions work to the same standards that our
core business has built.
As we look to the future, we can be confident that
we have an incredibly exciting journey ahead of us.
Our strategy is exceeding expectations, our brand
relationships are the best they have ever been, and
we have a talented and determined workforce, who
continue to go above and beyond to deliver our vision.
As I develop in my role, I am incredibly enthusiastic for
the year ahead, and I am confident we have a strong
proposition and an experienced operational model,
underpinned with a resilient balance sheet. We are set
up to win.
Michael Murray
Chief Executive Officer
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
22
PERFORMANCE OVERVIEW
Group:
Revenue increased by 15.8%, largely due to
acquisitions and the impact of a 53rd week in
FY23
(3)
. Excluding acquisitions, disposals and the
53rd week, on a currency neutral basis, revenue
increased by 1.3%.
(4)
Group gross margin decreased to 42.6% from 43.5%,
which reflects the improvements in Sports Direct’s
product mix as a result of strengthening brand
relationships, offset by the impact of House of Fraser
store closures, brand consolidation, and a very
strong post Covid-19 comparative of full
price trading.
Reported PBT of £660.7m, an increase of 96.9% and
reported profit after tax of £501.3m, an increase
of 95.1%.
UK Sports Retail:
Revenue increased by 16.7%, largely due to the full
year impact of the acquisition of Frasers Group
Financial Services (formerly Studio Retail Limited
‘FGFS’), which was acquired on 24 February 2022.
Excluding acquisitions, and the 53rd week, revenue
increased by 0.8%.
(4)
Gross profit increased by £244.9m and gross
margin increased by +180 bps to 44.9% reflecting
an improved product mix in the core Sports Direct
business due to strengthening brand relationships.
This, combined with profits on disposal of properties,
contributed to a substantial £250.1m (127.0%)
increase in segment APBT
(1)
to £447.0m.
Premium Lifestyle:
Revenue increased by 14.8%, with the impact of
planned House of Fraser store closures more than
offset by new FLANNELS store openings and
continued growth in online. Excluding acquisitions
and the 53rd week, revenue increased by 5.7%.
(4)
Our long-term ambitious growth plans for Flannels
remain on track. Flannels largely maintained its
profitability, against a very strong performance in
FY22 and reflecting the tougher macro-economic
conditions this year.
International Retail:
Revenue increased by 15.2%, largely due to the
acquisition of Sportmaster on 16 May 2022 and an
increase in the Malaysian business, offset by the
reduction in revenue following the disposal of the
US retail businesses on 25 May 2022. Excluding
acquisitions, disposals and the 53rd week, on a
currency neutral basis, revenue decreased by
2.4%.
(4)
Basic EPS of 106.1p, an increase of 53.2p
year-on-year.
Cash inflow from operating activities before
working capital movements of £920.2m, an
increase of £133.4m largely driven by strong trading
performance particularly in UK Sports.
Net assets have increased to £1,658.2m from
£1,308.6m at 24 April 2022, due to the increased
profitability of the Group offset by significant
share buybacks.
FRASERS GROUP PLC
ANNUAL REPORT 2023
23
REVIEW BY BUSINESS SEGMENT
UK Sports Retail
UK Sports Retail includes core sports retail store
operations in the UK, plus all the Group’s sports retail
online business (excluding Sportland in the Baltics, Game
Spain, SportMaster, Sports Direct Malaysia, Bobs and
EMS, the gyms, Studio Retail, the Group’s Shirebrook
campus operations, retail store operations in Northern
Ireland, Evans Cycles, GAME UK and Coventry Arena.
UK Sports Retail is the main driver of the Group and
accounts for 55.4% (FY22: 54.9%) of Group revenue.
53 weeks ended
30 April 2023
Pro forma 52 weeks
April 2023
(1)
52 weeks ended
24 April 2022
(£m)
(£m)
(£m)
Revenue
3,080.6
3,022.5
2,640.1
Cost of Sales
(1,698.9)
(1,666.8)
(1,503.3)
Gross Profit
1,381.7
1,355.7
1,136.8
Gross Margin %
44.9
44.9
43.1
Adjusted PBT
447.0
438.6
196.9
(1)
Pro forma 52 weeks results have been given in order to provide a comparative to
FY22, due to FY23 being a 53 week period.
Revenue increased 16.7% to £3,080.6m, largely due to
FY23 including a full year of Studio Retail. On a currency
neutral basis and excluding acquisitions and the 53rd
week, revenue increased 0.8%.
UK Sports Retail gross margin increased to 44.9%
(FY22: 43.1%), largely due to the continually improving
product mix.
Adjusted PBT for UK Sports Retail was £447.0m (FY22:
£196.9m), largely due to improved Sports Direct
performance, a decrease in legal provisions, profit on
disposal of properties of £84.0m compared to £10.7m in
FY22 and a reduction in property related impairments in
the current period (FY23: £26.6m compared to
FY22: £103.4m).
UK Sports Retail Store Portfolio
(3)
30 April 2023
24 April 2022
England
382
385
Scotland
38
37
Wales
29
30
Northern Ireland
20
19
Guernsey
1
1
Isle of Man
1
1
Jersey
1
1
GAME UK
(1)
267
259
Evans Cycles
(2)
57
57
USC
16
18
Total
812
808
Opened
93
90
Closed
(89)
(88)
Acquired
-
-
Area (sq.ft.)
Approx. 6.9m
Approx. 6.7m
(1)
The GAME UK store numbers include 176 concessions operating within
Sports Direct fascia stores (FY22: 125) and does not include BELONG arenas.
(2)
The Evans Cycles store numbers include 2 concessions operating within
House of Fraser fascia stores (FY22: 2).
(3)
Table excludes the Group’s standalone gyms.
FRASERS GROUP PLC
ANNUAL REPORT 2023
24
Premium Lifestyle
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, Frasers, House
of Fraser, Jack Wills and Sofa.com, Cruise, Van Mildert
and the fashion brands acquired from JD Sports, along
with their related websites.
53 weeks ended
30 April 2023
Pro forma 52 weeks
April 2023
(1)
52 weeks ended
24 April 2022
(£m)
(£m)
(£m)
Revenue
1,212.9
1,190.0
1,056.6
Cost of Sales
(741.1)
(727.1)
(581.8)
Gross Profit
471.8
462.9
474.8
Gross Margin %
38.9
38.9
44.9
Adjusted PBT
(0.1)
(0.1)
10.5
(1)
Pro forma 52 weeks results have been given in order to provide a comparative to
FY22, due to FY23 being a 53 week period.
Revenue grew 14.8% to £1,212.9m. This was largely due
to new FLANNELS stores, continued growth in online
and acquisitions, offset by a reduction in House of
Fraser stores. On a currency neutral basis and excluding
acquisitions and the 53rd week, revenue increased 5.7%.
Premium Lifestyle gross margin decreased to 38.9%
(FY22: 44.9%), largely due to House of Fraser store
closures and brand consolidation, against a very
strong performance in FY22 and reflecting the tougher
macro-economic conditions this year.
Adjusted PBT for Premium Lifestyle decreased to a loss
of £0.1m in FY23 compared to a profit of £10.5m in the
prior period, largely due to the prior period including
rates relief, current year intangible impairments of
£19.8m and House of Fraser store closures, partially
offset by new FLANNELS stores, continued growth in
online and less property related impairments in the
current period (FY23: £47.9m compared to
FY22: £103.5m).
Premium Lifestyle Store Portfolio
30 April 2023
24 April 2022
Fashion Brands
67
-
FLANNELS
58
53
Jack Wills
(2)
33
52
House of Fraser / Frasers
(2)
31
39
Sofa.com
(1)
20
23
Gieves & Hawkes
5
-
Cruise
4
5
18 Montrose
2
4
Garment Quarter
1
1
Van Mildert
-
1
Psyche
-
1
Total
221
179
Opened
9
21
Closed
(49)
(21)
Acquired
82
-
Area (sq.ft.)
Approx. 3.6m
Approx. 4.0m
(1)
Sofa.com store numbers include 13 concessions operating within House of Fraser
fascia stores (FY22: 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 2023
25
International Retail
International Retail includes all the Group’s sports retail
stores, management and operations internationally
(including the Group’s international distribution centres
in Belgium, Austria, Denmark, Malaysia as well as GAME
Spain). It also includes the online businesses relating
to SD Malaysia, Game Spain, SportMaster and Mysale.
During the period the Bob’s Stores and Eastern Mountain
Sports fascias and their corresponding e-commerce
offerings were disposed of.
53 weeks ended
30 April 2023
Pro forma 52 weeks
April 2023
(1)
52 weeks ended
24 April 2022
(£m)
(£m)
(£m)
Revenue
1,083.4
1,063.0
940.5
Cost of Sales
(644.6)
(632.4)
(526.5)
Gross Profit
438.8
430.6
414.0
Gross Margin %
40.5
40.5
44.0
Adjusted PBT
79.4
77.9
121.3
(1)
Pro forma 52 weeks results have been given in order to provide a comparative to
FY22, due to FY23 being a 53 week period.
Revenue increased 15.2% to £1,083.4m, largely due
to acquisitions during the period and the prior period
being impacted by Covid-19. On a currency neutral basis
and excluding acquisitions and the 53rd week, revenue
decreased by 2.4%.
Gross margin decreased to 40.5%, largely due
to acquisition revaluation impacts in relation to
Sportmaster and the prior period including inventory
holding efficiencies in relation to the US retail businesses
not recurring in the current period.
Adjusted PBT for International Retail decreased
to £79.4m from £121.3m in FY22, largely due to the
Sportmaster acquisition and the disposal of Bob’s Stores
and Eastern Mountain Sports in the period.
International Retail Store Portfolio
(1)
30 April 2023
24 April 2022
GAME Spain
233
235
Denmark
68
-
Republic of Ireland
(1)
45
43
Belgium
34
34
Malaysia
33
34
Estonia
(2)
22
20
Portugal
21
21
Lithuania
(2)
19
19
Austria
19
19
Latvia
(2)
18
18
Poland
15
13
Czech Republic
12
12
Spain
12
10
Slovenia
11
13
France
7
4
Hungary
7
8
Cyprus
6
6
Holland
5
5
Slovakia
5
5
Iceland
2
1
Luxembourg
2
2
Germany
1
1
Bob’s Stores
-
21
Eastern Mountain Sports
-
21
Total
597
565
Opened
16
13
Closed
(17)
(10)
Acquired
75
-
Disposed
(42)
-
Area (sq.ft.)
Approx. 4.3m
Approx. 5.0m
(1)
Excluding Heatons fascia stores
(2)
Includes only stores with SPORTSDIRECT.com and SPORTLAND fascias.
FRASERS GROUP PLC
ANNUAL REPORT 2023
26
Wholesale & Licensing
The Wholesale & Licensing segment operates our
globally renowned heritage Group brands (such as
Everlast, Lonsdale, Karrimor and Slazenger), 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.
53 weeks ended
30 April 2023
Pro forma 52 weeks
April 2023
(1)
52 weeks ended
24 April 2022
(£m)
(£m)
(£m)
Wholesale
165.0
161.8
145.3
Licensing
23.3
22.9
22.8
Total Revenue
188.3
184.7
168.1
Cost of Sales
(110.8)
(108.7)
(105.0)
Gross Profit
77.5
76.0
63.1
Gross Margin %
41.2
41.2
37.5
Adjusted PBT
(48.2)
(47.3)
11.1
Revenue increased by 12.0% to £188.3m. Wholesale
revenues were up 13.6% to £165.0m and Licensing
revenues increased 2.2% to £23.3m, largely due to an
increase in revenue from our US business Antigua. On
a currency neutral basis and excluding acquisitions and
the 53rd week, total revenue increased by 0.9%.
Total gross margin increased to 41.2% (FY22: 37.5%),
largely due to product mix within the US wholesale
division and Antigua. Adjusted PBT decreased to a loss
of £48.2m (FY22: profit of £11.1m), largely due to the
Everlast impairment of intangibles and goodwill in
the period.
FRASERS GROUP PLC
ANNUAL REPORT 2023
27
PROPERTY REVIEW
The elevation of the Group’s estate remains a key focus
area. Over the financial period two Flagship Sports
Direct stores were delivered in Birmingham City Centre
(60k sq ft) and Manchester City Centre (50k sq ft).
Both openings have pushed the Flagship concept to
new heights rivalling the best Sports Stores globally
and introducing specialist sporting zones, interactive
experiences and curated activation spaces. A further
Flagship site in Dublin City centre has been secured
with other opportunities across the UK and Europe
being considered.
Equally for the Luxury pillar of the Group, FLANNELS
the store estate continues to grow along with the
introduction of Flagship stores with Liverpool opening
early in the financial year. The largest FLANNELS
store to date at 120k sq ft incorporating Beauty, Food
& Beverage, a Beauty Clinic and the boutique fitness
brand Barry’s Bootcamp. The scale and format of the
store has gained significant industry attention including
a Drapers award for best store design (Nov 22). Another
significant opening for FLANNELS was Blanchardstown,
Dublin being the first FLANNELS store to open outside of
the UK. Additional FLANNELS stores are due to open in
the Republic of Ireland over the next financial year.
The pipeline of new store openings for the upcoming
financial year is anticipated to be comparable to prior
years with a focus on delivering large multi format stores
with co-investment from landlords.
Along with new store openings, the Group’s estate
grew via company acquisitions both in the UK and
internationally. The most significant being 77 stores
relating to brands acquired from JD Sports Fashion
Plc that now form part of the Group’s Premium
Lifestyle division. In addition, now forming part of the
International Retail division ‘Sportmaster’ in Denmark
was acquired resulting in 68 stores within a new territory
for the Group. Whilst the Group has been active with
corporate acquisitions, over the period the ‘Bob’s Stores’
and ‘Eastern Mountain Sports’ businesses based in
the United States were sold reducing the international
footprint by 42 stores.
Further to new store openings, the Group continues to
elevate via refitting existing trading stores. A refit model
has been developed across the Group’s brands and
executed in appropriate locations. This includes a new
Everlast Gym refit model as a progression from the new
concept first delivered in Manchester, Denton.
Finally, investment in Freehold property continues to be
an option for the Group as has been the case in prior
years. Disposals of Freehold properties outweighed
acquisitions due to a significant portfolio sale of 9 Retail
Parks completing in August 22. Notable acquisitions
include Luton Shopping Centre and the former
Debenhams on Henry St, Dublin.
Store Portfolio – UK Retail
Sports Stores in the UK (including Northern Ireland):
Sports Direct is currently operating 382 stores in
England, 38 in Scotland, 29 in Wales and 20 in Northern
Ireland. Across the UK there were 22 openings and
24 closures over the period. In almost all instances
the closures were linked to new elevated larger store
openings. The increase in store sizes is reflected by the
increase in sales area for Sports Direct at a combined
c.6.3m sqft in the UK.
Openings to highlight include two flagship stores
In Birmingham City centre (60k sq ft) followed by
Manchester City centre (50k sq ft), being the most
advanced Sports Direct store delivered to date. Both
flagship stores include specialist sporting zones as well
as curated activation spaces. Further flagship locations
are due to open in Cardiff and in the Metrocentre in
Gateshead over the next financial period. The number
of new Sports Direct stores for FY24 is anticipated to be
broadly in line with the this financial period.
The Sports Direct refit model was further refined over the
period and is due to be implemented across selected
locations in order to aid the elevation of the store estate.
Store Portfolio – Evans Cycles:
There are currently 57 Evans Cycle stores trading, this
remains the same as the prior financial year following
six openings and six closures over the period. The
Evans Cycles store-in-store concept continues to be
implemented in selected locations, primarily within large
format Sports Direct stores.
Store Portfolio – GAME UK:
As was the case in the previous financial year, the
number of GAME stores in the UK increased to 267, a
net increase of 8 stores over the period. This has been
driven by the smaller store in store format which forms
part of new selected Sports Direct stores. The relocation
programme transitioning standalone sites into existing
Sports Direct stores continued at pace and is anticipated
to be broadly complete by the end of the next financial
year and into 2024.
FRASERS GROUP PLC
ANNUAL REPORT 2023
28
Store Portfolio – Premium Lifestyle
Within the Group’s Premium division there was
significant change over the period following the
acquisition of various Brands from JD Sports Fashion Plc
resulting in an additional 77 stores. The majority of the
new stores fall under the Tessuti and Scotts Brand. In
addition the acquisition of Gieves & Hawkes resulted in 5
new stores in the division.
FLANNELS:
For FLANNELS, over the period there were 6 new stores
opened with one closure being the result of a relocation.
This brings the total estate to 58 stores.
The most notable opening over the period was
FLANNELS Liverpool, the largest flagship store to
date (120k sq ft). The store incorporates a new mix
of Beauty, Food & Beverage, a Beauty Clinic and the
boutique fitness brand Barry’s Bootcamp. With such
a combination and scale the store gained significant
industry attention including a Drapers award for best
store design (Nov 22).
The first store outside of the UK was opened in
Blanchardstown, Dublin. Further openings within Ireland
are due over the upcoming financial period, the next
location will be in Cork City centre. Note the store
numbers for FLANNELS Ireland are reflected within the
‘International’ portfolio section of the report.
Looking ahead the new store activity for FLANNELS
will continue in a comparable manner to prior financial
years. A key opening will be another flagship planned
at the Metrocentre in Gateshead. In addition to usual
store openings there will be further activity relating to a
conversion programme of selected Tessuti stores as well
as others stores acquired from JD Sports Plc in FY23 to
the FLANNELS brand.
House of Fraser (HoF):
At the end of FY23 there were 31 House of Frasers stores
trading, a net decrease of eight stores after ten closures
and two openings.
A notable new store was opened in Derby taking a
former Debenhams unit. The Frasers store comprises a
reduced format combined with separate floors housing
Sports Direct.
Two new Frasers sites were opened in Ireland located
in Cork and Newbridge. Both the new stores also
incorporate a linked floor to Sports Direct. Note these
stores in Ireland are included within the ‘International’
store numbers.
New Frasers stores due to open over FY24 include a
new format at Norwich and a new location in Blackpool.
Both sites will include other Group Brands consistent
with recent new format Frasers openings.
Store Portfolio – International:
Republic of Ireland (ROI):
At the end of the financial period there were 45 stores
within the Republic of Ireland (ROI), a net increase
of two stores. A key opening was the first FLANNELS
store outside of the UK located in Blanchardstown,
Dublin. Further to this, the Frasers element of the former
Debenhams units taken in Newbridge and Cork Mahon
Point Shopping Centre were opened (note the Sports
Direct section opened during FY22).
A refit programme elevating selected Sports Direct
stores commenced over the period and will continue into
the next financial year. New sites have also been secured
for Sports Direct, the most significant being the former
Debenhams on Henry Street, Dublin anticipated to open
over FY25. An additional FLANNELS site is also due to
open in Cork over FY24 with further sites being assessed.
Continental Europe:
The Group operates 286 Sports retail stores in Europe
across 19 countries (excluding ROI, plus 26 non-core,
speciality and outlet stores) totalling over 3.2m square
feet of net sales space across our European sports
fascias (including Sportland, Lillywhites, Sports World etc).
During the period, the Group opened thirteen stores
across seven countries including 3 stores in France as we
look to grow our presence in this strategic market.
Eight of these were elevated Sports Direct stores
incorporating a USC totalling over 100k sq ft of
retail space.
There were also fifteen store closures in six different
countries due to either relocations, poor performance or
landlords requiring the units back.
The Group is firmly committed to physical store
expansion and continues to build a pipeline of store
openings across the markets we operate in.
During the financial year, we further expanded
our geographical coverage with the purchase
of Denmark’s number one Sporting Goods chain,
Sportmaster. We are now integrating this business
into our wider platform and will optimise the estate
in the coming years focussing on bigger, better, fewer
stores, showcasing our best-in-class Sporting Goods
assortments to the Danish market.
FRASERS GROUP PLC
ANNUAL REPORT 2023
29
Rest of World:
33 stores trading across Malaysia following 1 opening
and 2 closures over FY23.
There are now 24 elevated stores with 11 USC stores
incorporated, where existing space has allowed. The
balance stores & factory outlets will eventually be
replaced with the elevated concept as part of
3-year expansion.
Additional geographical locations across Malaysia have
been identified to grow the store estate. These new
locations will also include a number of Flagship sites.
The Group’s business located in the United States, Bob’s
Stores and Eastern Mountain Sports were sold over the
period ending all retail operations in the territory.
Freehold / Long Leasehold Property:
Investment in property assets remains an important
aspect of the Group’s estate strategy.
Over FY23 a total of 9 properties were acquired
across the UK, totalling approx. £143.0m. The most
significant purchase was The Mall, Luton for a
consideration of £58.0m.
Two sites were acquired within the EU totalling
approx. €60.3m, the most significant being the
former Debenhams in Dublin City Centre.
Disposal of property assets continues to be standard
practice for the Group. Over the period 13 disposals
completed within the UK for a total consideration of
c.£207.6m. The most significant transaction was a
portfolio sale of 9 retail parks for a combined price
of approx. £205.0m.
There were 5 property disposals across the EU
totalling c.€39.7m, this was entirely due to another
portfolio sale consisting of 5 sites acquired from
Toys R Us over FY20.
Michael Murray
Chief Executive Officer
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
30
FINANCIAL REVIEW
The Financial Statements for the Group for the 53 weeks
ended 30 April 2023 are presented in accordance with
UK-adopted International Accounting Standards (UK IAS).
Summary of Results
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Revenue
5,565.2
4,805.3
Reported profit before tax
660.7
335.6
Adjusted PBT
(1)
478.1
339.8
Earnings per share (EPS)
Pence per share
Pence per share
Reported basic EPS
106.1
52.9
Adjusted basic EPS
(2)
70.9
53.9
(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, share schemes and the tax impact of these items.
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, share schemes and the tax impact of these
items. 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 30 April 2023 and as detailed in note 30c, the
Group had the following forward contracts and bought
options 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 380m
FY24
1.21 – 1.26
USD / EUR
USD
inventory
purchases
USD 60m
FY24
1.31
EUR / GBP
Euro sales
EUR 816m
FY24 - FY26
0.99 - 1.09
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 sold currency options and
unhedged forwards:
Currency
Expected
use
Currency
value
Timing
Rates
USD / GBP
USD
inventory
purchases
USD 190m
FY24
1.21 – 1.25
USD / EUR
USD
inventory
purchases
USD 60m
FY25
1.31
EUR / GBP
Euro sales
EUR 1,056m
FY24 – FY27
0.98 - 1.13
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 Financing Facility. 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
31
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.
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
Pence Per Share
Pence Per Share
Reported EPS (Basic)
106.1
52.9
Adjusted EPS (Basic)
(1)
70.9
53.9
Weighted average number of
shares (actual)
459,911,330
471,975,282
(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 FY23 (FY22 £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 £468.4m (FY22: £323.2m), which
included £185.8m on freehold and investment properties
(FY22: £121.3m) and £70.6m on warehouse automation
(FY22: £36.8m).
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.
The Frasers Group’s strategic investment strategy is a key
enabler in the growth and success of the Group and is in
the ordinary course of business.
Acquisitions
The Group acquired a number of businesses during the
period, further details of these acquisitions can be found
within note 32.
Related Parties
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.
Mike Ashley stepped down from the board at the
AGM on 19 October 2022. Subsequent to the AGM a
consultancy agreement (the “Agreement”) was signed
between Frasers Group plc and Mash Holdings Limited
(“Mash”), a company wholly owned by Mike Ashley.
The services that can be provided under the Agreement
by Mash to the Group (generally through the services
of Mike Ashley as an individual), include advisory and
consultancy services, including in relation to (i) strategy,
strategic investments, operations, systems, activities,
assets, management, and/or business of the Company
and all or any Group Company, including in relation to
any merger, acquisition, disposal, restructuring or any
other operational or organisational need or requirement
of the Company/Group Company; and (ii) such other
advisory and consultancy services as the Board or the
CEO or the Chair of the Company shall from time to
time reasonably request of Mash.
No remuneration is payable by Frasers Group plc to
Mash for these consultancy services. The Agreement can
be terminated by either party giving at least four weeks
prior written notice.
Other related parties are disclosed in note 34.
Taxation
Total tax contribution
The effective tax rate on profit before tax in FY23 was
24.1% (FY22: 23.5%). The Group has contributed £469m
in taxes paid and collected during the year. Taxes paid
by the Group of £204m are primarily business rates,
corporation tax and employer’s national insurance
contributions. Taxes collected by the Group of £265m
are primarily net VAT, PAYE and Employee’s national
insurance contributions.
Based on the FY22 contribution of £442m
(benchmarking data is not available for FY23), the Group
ranks 42 of 95 companies reporting in the 100 Group
(a report prepared by PwC covering the top 100 UK
companies which is published at:
https://www.pwc.co.uk/services/tax/total-tax-contribution-
100-group.html)
The Group’s Tax Strategy is published at:
https://frasers-cms.netlify.app//assets//files/financials/
fy23-tax-strategy_.pdf
FRASERS GROUP PLC
ANNUAL REPORT 2023
32
Taxes paid by country
The Group generates 88.7% of its profits in companies
resident in the UK and pays 82.6% of its corporation tax
liabilities to HMRC in the UK.
Plastic Packaging Taxes
During FY23 the Group has paid approx. £100k in
respect of the new UK Plastics Packaging Tax.
Cash Flow and Net Debt
Net debt, as reported in Note 27, decreased by £74.3m,
from £491.1m at 24 April 2022 to £416.8m at 30 April
2023 (including the securitisation facility within Studio
Retail). Net interest payable (excluding IFRS16 and fair
value movements) increased to £37.3m, (FY22: £14.3m)
largely due to the increase in the Bank of England base
rate increasing the interest on the Group financing and
the full year impact of the securitisation facility within
Studio Retail.
Analysis of Net Debt:
30 April 2023
24 April 2022
(£m)
(£m)
Cash and cash equivalents
332.9
336.8
Borrowings
(749.7)
(827.9)
Net debt
(416.8)
(491.1)
The Group enacted the one year extension to our Group
facility and as at the date of reporting has a combined
term loan and revolving credit facility (RCF) of £1,052.5m
until November 2024 and £1,002.5m until November
2025, with the possibility to extend this by a further year.
The Group continues to operate comfortably within its
banking facilities and covenants and the Board remains
comfortable with the Group’s available headroom.
Cash flow:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Cash inflows from operating
activities
634.9
741.8
Income taxes paid
(93.2)
(121.0)
Net cash inflows from operating
activities
541.7
620.8
Lease payments
(140.7)
(176.2)
Net finance costs paid
(30.4)
(26.5)
Net capital expenditure (including
sale & leasebacks)
(214.5)
(280.2)
Net proceeds from acquisition and
disposal of subsidiary undertakings
18.5
0.8
Borrowings acquired through
business combinations
-
(232.0)
Purchase of listed investments, net of
disposal proceeds
(70.9)
40.0
Proceeds in relation to equity
derivatives
66.2
117.4
Decrease/(increase) in deposits
relating to equity derivatives*
53.8
(112.9)
Investment income
3.0
1.0
Exchange movement on cash
balances
3.6
0.1
Purchase of own shares
(155.3)
(193.2)
Dividends paid to non-controlling
interests
(0.7)
(1.3)
Decrease/(increase) in net debt
74.3
(242.2)
*Movements in deposits relating to equity derivatives have been presented as a separate
line item within net cash outflows from investing activities in the current year. Following a
reassessment, management have concluded that this is a more appropriate presentation
of movements in these collateral deposits in line with IAS 7 Statement of Cash Flows. Prior
year information has been restated on an equivalent basis, resulting in a £112.9m increase
to net cash inflows from operating activities and an equal and opposite increase to net
cash outflows from investing activities. The presentational adjustment does not have any
impact on net decrease in cash and cash equivalents, the balance sheet, the Group’s
profit, or earnings per share in any of the periods presented.
FRASERS GROUP PLC
ANNUAL REPORT 2023
33
Summary of Consolidated Balance Sheet
30 April 2022
24 April 2022
(£m)
(£m)
Property, plant & equipment
1,150.7
1,011.0
Investment properties
131.3
89.2
Long-term financial assets
289.6
206.6
Intangible assets
24.1
120.6
Inventories
1,464.9
1,277.6
Net consumer credit receivables
225.9
234.2
Trade & other receivables
494.2
607.2
Trade & other payables
(711.9)
(729.8)
Provisions
(306.5)
(433.0)
Net debt
(416.8)
(491.1)
Lease liabilities
(679.9)
(620.6)
Disposal group held for sale
-
17.3
Other
(7.3)
19.4
Net assets
1,658.2
1,308.6
The majority of the increase in property, plant and
equipment relates to the purchase of freehold and
investment property along with the store fit outs in the
period as part of the continued Elevation strategy offset
by the impairments of freehold land and buildings and
plant and equipment and the sale of retail parks.
IFRS 16 right of use assets have increased largely due
to the acquisitions in the period offset by impairments.
Lease liabilities have increased largely due to
acquisitions offset by lease payments during the period.
Long-term financial assets have increased during the
period largely due to the increase in the fair value of the
Hugo Boss strategic investment and the addition of the
N Brown strategic investment in the period.
Inventory has increased largely due to the acquisitions in
the period and opportunities from brand partners.
Receivables have decreased largely due to the reduction
in the reimbursement asset in relation to the Group’s
ongoing non-UK tax enquiries (FY23 £nil compared
to FY22 £88.3m) and a reduction in the deposits in
respect of derivative financial instruments (FY23 £190.1m
compared to FY22: £243.9m), with the decrease mainly
relating to Hugo Boss. Receivables also include £225.9m
in relation to credit customer receivables within the
Studio Retail business (FY22: £234.2m).
Provisions have decreased largely due to
non-crystallisation of a proportion of the ongoing
non-UK tax enquiries.
Summary of Company Balance Sheet (Extract)
30 April 2023
24 April 2022
(£m)
(£m)
Investments
1,440.4
1,443.6
Debtors: amounts falling due within
one year
269.9
512.8
Debtors: amounts falling due after
more than one year
95.4
-
Creditors: amounts falling due within
one year
(883.2)
(945.7)
Investments relate to investments in subsidiaries and
long-term financial assets. The decrease is due to the
impairment to the Everlast investment, offset by the
increase in the fair value of the Hugo Boss strategic
investment and the addition of the N Brown strategic
investment in the period.
The majority of the movement in debtors relates to a
decrease in collateral to cover margin requirements for
derivative transactions held with counterparties. The
remaining balance relates to amounts owed by Group
undertakings.
Creditors largely relates to amounts owed to Group
undertakings.
Chris Wootton
Chief Financial Officer
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
34
NON-FINANCIAL AND
SUSTAINABILITY 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
TCFD REPORT – pages 48 to 56
Environmental policy
Climate related financial disclosures
TCFD REPORT – pages 48 to 56
Employees
ESG REPORT – pages 37 to 48
Staff Handbook Employee Data Privacy Statement
Acceptable Use Policy
Community issues
ESG REPORT – pages 37 to 48
Social Matters*
ESG REPORT – pages 37 to 48
Human Rights
ESG REPORT – pages 37 to 48
Anti-Slavery and Human Trafficking Policy
Anti-Bribery & Corruption policy
ESG REPORT – pages 37 to 48
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 37 to 48.
FRASERS GROUP PLC
ANNUAL REPORT 2023
35
WORKERS’ REPRESENTATIVE
REPORT
I have now been the Workers Representative and
Non-Executive Director for four years. During this
period, my relationship with both the Executive and
Non-Executive team has gone from strength to strength
and I continue to have a strong rapport with all Frasers
Group Colleagues.
I maintain 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 the Board or, if appropriate, in accordance with our
whistleblowing policy.
The well-being of Frasers Group colleagues continues
to be my priority ensuring that we are committed to our
goal of making Frasers Group ‘a world class place to
work.’ A key success of my role this year was facilitating
focus groups with colleagues of varying seniority
throughout the UK to ensure our people are consistently
given a platform for their voices to be heard, with the
findings of these shared with our Senior Leadership team.
Continuing with the focus on colleague welfare, I
have monthly meetings with our Employee Relations
Manager and meet bi-weekly with our Heads of
Retail to certify that we are all aligned on colleague
well-being. A key initiative of mine this year has been
working alongside our Senior Retail Leaders to ensure
the welfare of our retail team remains a priority.
Together, we have created and launched new welfare
KPIs to which the feedback has been overwhelmingly
positive and made a huge difference to the work/
life balance of our colleagues. One of our aims as a
Business is to have the best team on the planet and to
make this possible, we want to create the best possible
environments for our people to thrive.
Frasers Group continues to place its people at the heart
of its business with recognition initiatives such as our
Fearless 1000 scheme, Frasers Champions and in our
inaugural Frasers Festival to celebrate our top performers.
We have recently conducted our first ever Employee
Engagement Survey which further highlights our
commitment to creating an environment for all Frasers
Group colleagues to thrive.
I now attend both the Remuneration and Nomination
committees, so I have full transparency on decisions at
Board level. This places me in a position to offer unique
insight and to help advise on any employee benefit
structures throughout the Group.
As my tenure with the Board continues, I am confident
that I am adding increased value to both our
Non-Executive and Executive teams.
I am looking forward to the year ahead and supporting
all of our stakeholders, so that Frasers Group continues
to place its people at the heart of everything we do, to
deliver our aim of having the best team on the planet.
FRASERS GROUP PLC
ANNUAL REPORT 2023
36
ESG REPORT
Fit for our future - ESG at Frasers Group
How we look after the environment, our social
responsibilities, and our corporate governance – ESG –
are key supporting elements when it comes to achieving
our Group purpose and vision: to elevate the lives of
the many by building the planet’s most admired and
compelling brand ecosystem.
Our current focus is on three areas in particular:
Products, People, and Channels. Why? Because that’s
where we can have a significant impact. Not just on the
way we operate, but on how the wider retail industry
does business.
We’re determined to continue to elevate not just our
stores and people, but how everyone shops. Identifying
and managing the environmental and social risks we
face, and then future-proofing against them, is vital to
that. Doing so underlines our long-term commitment to
delivering shareholder value, and the continuing success
of the Group.
None of this is easy. Nor should it be. We’re talking about
the ongoing health of our people, partners, profits, and
planet, after all. But we are embracing the challenges of
ESG, and we’re not sitting back. We have work to do to
become future fit.
Governance of ESG and the Framework
This year we established a new direction for our ESG
journey by creating and defining our ESG Framework.
Developed by our Sustainability team, our consultants
and our Executive sponsor for Sustainability, CFO Chris
Wootton, the team worked with various stakeholders
across the Group to establish what ESG means to us,
and how it shows up through our Group strategy.
The framework is simple, and can easily be
communicated through the Group, to our partners and
other key stakeholders. Built on the Products, People
and Channels pillars, each then has a further three focus
areas we’re prioritising:
ESG Governance Structure
We have board level engagement on ESG, and an
Executive sponsor of ESG, our CFO. Our growing
Sustainability department is headed up by our Head of
Sustainability who reports directly into our CFO.
Our Head of Sustainability reports into our quarterly
Compliance and Risk Group and the Audit Committee
when required, more information on our risk
management framework can be found on pages 61 to 63.
With the introduction of TCFD reporting last year, our
Sustainability Manager also heads up the Climate Risk
Steering Group which meets twice a year to manage
current or upcoming identified risks relating to climate.
Our stakeholder engagement can be found on page 80.
FRASERS GROUP PLC
ANNUAL REPORT 2023
37
Greenhouse Gas Emissions and
Energy Consumption
Reporting period
1 May 2022 to 30 April 2023
Baseline year
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 2023, which is aligned with the financial
year of Frasers Group.
Emission factor
data source
DEFRA (BEIS) 2022 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
25% of the energy data (kWh) and 20%
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
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
FY23
FY22
FY20
Baseline
Scope 1 CO
2
emissions
(tonnes)
46,789
38,913
20,987
Scope 2 CO
2
emissions
(market based) (tonnes)
35,240
40,077
68,162
Scope 3 CO
2
emissions
(tonnes)
15,516
13,081
7,550
Total Scope 1, 2 and 3
emissions (tonnes)
97,545
92,071
96,699
CO
2
emissions (tonnes) /
£m turnover
17.5
19.2
24.4
CO
2
emissions vs turnover
Index (2020 = 100)
71.9
78.7
100
65.7% of Scope 1 and 2 emissions (market based) 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
FY23
FY22
FY20
Baseline
Scope 1 consumption
(kWh)
229,170,783
184,646,729
101,337,897
Scope 2 consumption
(kWh)
305,547,384
305,169,539
276,618,984
Total Scope 1 and 2
consumptions
(kWh)
534,718,167
489,816,268
377,956,881
The majority of the increase vs baseline is due to the
later part of FY20 being impacted by the Covid-19
pandemic and acquisitions.
The table below shows energy consumption for the UK
and UK offshore areas only:
Year
FY23
FY22
FY20
Baseline
Scope 1 consumption
(kWh)
201,773,562
156,504,302
80,667,717
Scope 2 consumption
(kWh)
229,428,266
224,494,586
195,475,533
Total Scope 1 and 2
consumptions
(kWh)
431,201,828
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 2023
38
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. 274 stores across
the UK and Ireland were upgraded to LED lighting
as well as 83 sites across Europe.
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. These systems have been installed in 9 of
our gyms and 47 of our large retail sites this year.
This year we successfully trialled voltage
optimisation across 8 UK sites. Voltage optimisation
reduces the voltage delivered to the store, which
comes with a reduction of both energy consumption
and energy cost.
Almost all of our gyms with pools have now been
equipped with pool covers, which helps keep
the water temperature up through the night and
requires less heating the next day.
From April 2020 until October 2022, the majority of
our UK energy was procured on a renewable energy
contract. Since October 2022 we have since moved
to a Zero Carbon contract.
A number of other energy efficiency measures are
under consideration for implementation during the next
reporting year.
Partnerships | Circularity | Resources
Products
How we produce and source our products, and the
lifecycle they have, has a massive impact on the planet.
As a business, we’re getting the visibility we need so we
can develop the solutions we need to reduce our impact.
We’re doing this, amongst other things, by improving our
understanding of the material make up of our products,
exploring new business models such as renting and take
back, and learning through partnerships. We’re also
improving our data collection and analysis, so we can
innovate in product design. The aim is to make better
choices the norm for our customers every time they shop
with us.
Partnerships
Collaboration as standard
For everyone in our brand ecosystem to thrive we need
to work with and learn from our commercial partners,
and other industry initiatives.
Textiles 2030
In 2021 Frasers Group became one of the founding
signatory members of Wrap’s Textiles 2030 initiative.
The voluntary agreement aims to engage the majority
of UK fashion and textiles organisations in collaborative
climate action by setting targets to reduce carbon
and water consumption in textiles and move to a more
circular system.
On our first year of reporting, Textiles 2030 advised us
that our carbon and water impacts had reduced against
a 2019 baseline, mainly due to the reduction in units sold.
With the creation of our new Preferred Materials and
Processes Strategy we hope to work more on reducing
the impact of textiles that we manufacture and bring our
new brands on the journey with us.
Better Cotton
This year Frasers Group became a member of Better
Cotton as one of the first steps in our Preferred Materials
and Sourcing Strategy. Better Cotton is an organisation
which aims to help cotton communities survive and
thrive, whilst protecting and restoring the environment
by training farmers to grow cotton more sustainably.
Monster Kick About
In July 2022 we partnered with Nike for our Monster
Kickabout, a nationwide Primary School football
initiative created to encourage more kids to take up
football, with free resources and football equipment
provided to help teachers host a week of football fun.
The goal was to help put the ALL back into football. We
want ALL kids of ALL genders and ALL abilities to find
their reason to LOVE the game.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
39
Circularity
Making products circular
Reusing, returning, renting. We are starting to explore
initiatives around making the products we sell more
circular, and the business models needed to underpin that.
Take Back
At the start of 2022 we entered a trial partnership with
a local charity which aimed to provide free-of-charge
clothing to people in economic difficulty. The nature of
our partnership was to offer clothing drop off points in
our stores for customers to return clothing they wished
to donate, we also offered drop off points to staff in
our head offices. We chose to run the trial in our House
of Fraser fascia where we set up window displays and
signage throughout our stores to indicate to customers
where/how they could donate their clothing.
However, unfortunately the trial didn’t take off as we
would have expected. Whilst we received donations
from our staff and Head Offices, customers weren’t
interacting with drop off points as much as we had
hoped. Due to this, we decided that we would take the
learnings from this trial and re-evaluate how a take
back scheme could better fit with our Group’s structure
in the future.
Rental
This year Flannels partnered with rental platform
HURR to produce our first luxury rental offering. The
collection offers selections from some of our top luxury
brand partners, with popular clothing and accessories
available for customers to rent the latest trends for 4, 8,
10 or 20 days.
The service provides access to classics that work for all
seasons, as well as stand out pieces which are less likely
to be worn by individual owners on multiple occasions.
Using this service, rather than many people buying
the product and only wearing it a handful of times, a
garment will get many wears from different renters.
So far, the service has proved very popular with over
500 rentals taken since launch. We’re looking forward to
extending our offering to customers in the next financial
year, as well as offering in store pop ups for customers to
browse and rent the collection.
Packaging
This year we reviewed and made changes to the
packaging of a number of our own brand products,
which will affect just over 1 million units annually*.
Changes made include increasing the recycled material
content or changing products which historically had
plastic packaging to be made from cardboard.
For example on our Slazenger umbrellas, we determined
that we could remove the unnecessary plastic
packaging whilst still maintaining its integrity during
transit. For our Sondico shin guards, we worked with
our suppliers to provide a 30% recycled content poly
bag which can now be recycled with other soft plastics
at many large supermarkets. With our Carlton table
tennis bats, different models had differing packaging
components. Striving for consistency, we moved all bats
that were packaged in full oversized plastic blisters to a
cardboard wrap, recyclable in normal house recycling.
*Based on number of units predicted to buy annually
End of Life
To avoid products unnecessarily ending up in landfill we
ensure that the vast majority of faulty customer returns
and samples are sold through our factory outlets, one
located in the UK and one in Europe.
Resources
Doing more with less
Being smarter with resources means sourcing raw
materials with a lower impact, producing higher quality,
more durable products and a future without fur.
Elevation Effect
Since 2017 we have been focused on the Elevation
Strategy of the Group, which enables our stores and
online operations to complement each other through
the improvement of our offering to customers across
marketing, social media, digital, in-store and importantly
– our products.
Our elevation to produce higher quality products means
that higher quality fabrics and materials are used
that, subsequently, have a higher cost price. This has
meant that the number of units we create, ship, transfer
and sell naturally decreases every year, reducing the
amount of energy consumed and carbon produced for
these activities – all whilst retaining or increasing our
profitability as a business.
We acknowledge that with our continued merger and
acquisition strategy, the overall number of units we
produce and sell may increase, however we continually
work to align new acquisitions to our strong operational
and buying strategies that focuses on the elevation of
our products and processes.
Raw Materials Sourcing
As part of our membership with Textiles 2030 we are
taking several steps towards improving the materials
and processes we use in our own brand products, as well
as improving the visibility we have of our supply chain
capabilities to help inform better decisions. Over the
past few years, we have been building a database of
the materials we use in our own brand products so that
we have better visibility of what we use to increase the
accuracy when calculating our impact.
FRASERS GROUP PLC
ANNUAL REPORT 2023
40
This year we began developing our own preferred
materials document for our design department to
refer to so that they are able to make more informed
decisions, along with creating profiles of our factories to
understand the different materials and processes that
they have available to allow us to explore better ways of
producing our products.
This year we have developed our Preferred Materials
& Processes Strategy which provides our design
and sourcing departments with a framework and
benchmarks to increase the share of preferred materials
in our own brand products.
So far, within the first few months of this strategy we
have moved 1.2 million* cotton units over to use Better
Cotton certified cotton, over 150,000* units into a
minimum of 20% recycled polyester and over 150,000*
units into a minimum of 20% recycled nylon.
*Based on number of units predicted to buy annually
Fur
At our Annual General Meeting in October, we
committed to a future without fur.
Communities | Colleagues | Customers
People
At the heart of the Group are the ideas of access and
aspiration. A belief that everyone should aspire to, and
be able to access, the best brands and experiences on
the planet.
This is not just for our customers. It’s for all the people
in our ecosystem. From those at the edge of our supply
chain, to colleagues on the shop floor. Whether it’s
well-being, hiring, keeping and developing the best
people, diversity, charity sponsorship and more, it’s vital
that we use our scale and influence to elevate everyone
we impact.
Communities
Elevating our communities
From our supply chain through to the high street, and
with our charity sponsorships too, we’re active in all
our communities.
Investing in the High Street
The Group has been vocal about its commitment to
physical retail and has demonstrated this with consistent
new store openings over multiple financial years.
The nature of new store openings as part of the Group’s
elevation strategy are providing wider benefits to local
communities; not just via the job creation associated
with the store itself, but the wider impacts to the area as
a footfall generator. With the Group’s various brands and
concepts, we have become a significant ‘anchor’ tenant
in many schemes and are underpinning a number of
retailing locations which have experienced the well
documented challenges facing physical retail.
The ability for the Group to take on such anchor stores
is helping to regenerate and increase the confidence
of other retailers and businesses to continue to trade in
such locations. We believe this is having a meaningful
socio-economic impact in many retailing locations that
would have otherwise faced the burden of large vacant
units being difficult to re-purpose.
More recently, the Group have invested in two
Shopping Centres - one in Luton and the other in
Dundee. Both are the primary retailing locations in
the respective areas and play an important part in
servicing the local community. In both instances, the
Group is able to invest into each scheme with a range
of new store concepts covering Sports (i.e. Sports
Direct and Evans Cycles), Premium (i.e. Frasers and
USC) and Luxury with Flannels. There is also the
‘experience’ side of the Group with the Everlast Gym
concept and Belong gaming arenas. Such variety of
retail offerings attracts a wider range of customers
to each location and helps improve the vibrancy of
an area, which in turn reinforces the shopping/town
centre which plays a key part of its local community.
Charity Sponsorships
Sports Slam – Sports Slam is designed to shake up what
in-school sport looks like and gives teachers the means
to help kids enjoy sport through a sense of inclusivity,
fun, and discovery. To date, we have signed up 6,019
schools up to the scheme unlocking sport to over 1
million kids across the UK by gifting £1.5m of sports
equipment to schools.
Equal Play – In 2022 we launched our Equal Play
initiative where we donated over 3,000 football packs
to girls’ football clubs. The initiative aims to close the
gender gap in sports.
Sports Directory – 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 90,000 vouchers
to UK schools, which equates to more than £5.6 million
worth of free sports equipment.
For more information on Sports Directory visit:
www.sportsdirectory.com
FRASERS GROUP PLC
ANNUAL REPORT 2023
41
More locally to our Head Office in Shirebrook, we have
focused on raising funds through a variety of initiatives
for several local community programmes, including
Rhubarb Farm, (
www.rhubarbfarm.co.uk
) and BLAST
(Building Lives around Shirebrook -
www.blastcic.com
).
We have raised almost £6,000 this year, through various
on-site engagement activities including Charity Bike
Rides, gifts drops and raffles.
Supply Chain
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.
We continue to rationalise our factory base, enabling
mutual cooperation and understanding between the
Group and our supply partners. We have built strong
relationships with our suppliers during our many years of
partnership, and this is something that we will continue
to build on in our future.
This year we worked with our leading textiles supplier
to share with them the results of our climate scenario
analysis as part of our first year of reporting with the
TCFD initiative. We used the analysis to explore the
potential futures we could expect together and discuss
how we could work together to protect our business
from the effects of climate change and continue our
partnership for the long term. The process turned out
to be an extremely fruitful discussion and so we plan to
further extend this process out to our leading footwear
supplier in the next financial year.
We are increasingly working on mapping our supply
chain and making engagement around policies such as
our Supplier Code of Practice more robust.
Colleagues
Elevating our people
The efforts of our people and our culture are central not
just to our ESG efforts, but our elevation overall. This is
how we’re going to be supporting them.
Culture And Values
This year, aligned to our newly defined purpose, vision
and mission, and having listened to feedback from
our colleagues via various listening groups and surveys
(including our first Employee Engagement survey,
detailed below), we have also reviewed our values and
underpinning principles to keep our behaviours aligned
to where we are going as a business. As a result, this year,
we reviewed and evolved our company values to:
Own It
Think Without Limits
Be Relevant
We have aligned all of our underpinning tools
and programmes across recruitment, recognition,
performance, learning and leadership to these new
values to ensure that they become completely ingrained
in what we do and how we operate.
We also launched a set of Strategic Mindsets to provide
guidance to all Frasers Group colleagues on the focus
and mindset that will support both their own and the
wider Group’s success. These are:
Fewer, Bigger, Better
Focus on a smaller number of things that make
the biggest possible impact, and do
them exceptionally
Sweat the Assets
Get the absolute most that we can from our most
important and scalable assets
We have continued with levelling up our communication
across the business, launching a new company intranet,
continued our roll out of MS Teams to all colleagues
and building on our Monthly newsletters and biannual
webinars from leadership, keeping all colleagues
informed of what is happening across the business.
In October 2022 we launched our first Frasers Group
engagement survey to all colleagues across the Group.
This provided our colleagues with the opportunity
to share feedback on topics such as our values,
communication, leadership and recognition. Over
17,000 colleagues completed the survey, providing us
with valuable insight into what we are doing well as
an employer and what they would like to see us work
to improve. We achieved an engagement score of 66,
which is a positive result for our first survey. We have
now made Engagement a key KPI across Frasers Group,
cementing our strategic ambition to build the best team
on the planet.
Engagement and progress with action plans will
continue to be a focus for us, both following up with
Leaders on their local actions, and regular Group wide
communications sharing with colleagues our progress
on improving the things they’ve told us are opportunities
and are important to them. Our efforts to increase
colleague engagement will be measured in our next
annual survey in October 2023.
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.
Despite a demanding talent market, the strength of
our Employer Brand, linked to our strong performance
in a difficult retail landscape, we saw a significant
increase in all recruitment metrics, including cost and
time to hire. This was most noticeable in our new stores,
FRASERS GROUP PLC
ANNUAL REPORT 2023
42
including Flannels Liverpool, where our attraction and
on-boarding programmes proved particularly successful.
We also delivered one of our most successful peak
recruitment periods in recent years, building a dedicated
team within our Talent Acquisition function to deliver
this and also introducing an elevated on-boarding
programme to enhance this experience and help them
get up to speed with their new roles more quickly.
Retention
Alongside hiring the best people, we aim to retain their
knowledge, skills and commitment within the Group.
FY23, with the uncertain economic climate, remained
a challenging landscape for colleague retention, so we
were pleased to hold our attrition of our UK salaried
colleagues at 33% (FY22: 33%). For our Store Manager
population within Sports Direct, we maintain a strong
retention rate, with stability only decreasing slightly
to 88% (FY22: 91%). Our Assistant Manager stability
also decreased to 82% (FY22: 87%) and pleasingly our
Footwear Manager stability increased to 92%
(FY22: 91%).
Development
We have continued investment in the development of our
talent. Our focus on high-calibre, well-trained individuals
has seen a step change in our Learning & Development
offering this year, with significant progress made in three
key areas: Management and Leadership Development,
Retail Capability, and Commercial Upskilling.
In Management and Leadership Development, demand
for our Leadership Academy has been strong, with both
existing and aspiring people managers across the group
taking advantage of our in-house flagship management
development programme Management Without Limits.
In the past year, 49 participants have graduated, and
16 are currently in flight with a healthy waiting list for
next year. Our Management Essentials course has also
readied 58 aspiring managers for their first step into
people leadership. Furthermore, our partnership with the
Chartered Management Institute (CMI) in conjunction
with Corndel and Imperial College’s Business School has
produced excellent results, with 38 of our leaders due to
graduate their level 3, 5 or 7 qualifications this year.
In Retail Capability, our biggest-ever Retail Team Leader
programme has been a great success. 120 participants
have completed the program, underpinned by a Level
3 ILM qualification, with 51% of them having earned a
promotion in that time. The 2023 edition sees another
91 of our future retail leaders begin their journey, turning
jobs into careers across our retail junior management
teams. Additionally, we have targeted development at
our teams who are moving to elevated stores, ensuring
customer experience is matched with the look and feel
of our new retail space.
In Commercial Upskilling, we have created a
comprehensive training experience for commercial
operations, to be used both in our elevation scheme
(graduates) and to help mobility in our existing colleague
base across our commercial function.
We are also proud to report that our recently elevated
Learning Academy facility continues to wow both our
people and external visitors to the campus, providing an
inclusive and engaging experience for all.
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,
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 and we continue our activities to make
our workplace that enables them to be effective and
included within all of our workplaces.
FRASERS GROUP PLC
ANNUAL REPORT 2023
43
The table below shows the gender diversity of our
workforce at the period end. Approximately 53% of our
workforce is female, and this year we saw a significant
increase in the percentage of females within our senior
management and their direct reports 42% (FY22: 36%).
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
42%
58%
Other employees
54%
46%
Gender Pay Gap
Our gender pay gap report for 2022 was published in
April 2023. This year saw our median gender pay gap
increase slightly to 2.6%. The year on year change
is attributed to an increase in the number of female
colleagues under the age of 20 working for Frasers
Group on the snapshot date.
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. This year, the proportion
of females receiving a bonus was greater than the
proportion of males, and the median bonus gap
reduced significantly year on year.
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
Identifying and developing our internal talent remains
critical to drive high performance across our teams
and to enable us to deliver our business goals. We have
an annual performance review process, the Fearless
Focus Reviews, this allows us to measure performance
consistently and set individual objectives that will
support the achievement of broader Group goals.
Career conversations as part of this process help us to
understand the aspirations of our colleagues and allow
us to assist them with development plans to support
them in reaching their potential.
Linked to our purpose, vision and goals for FY24, we
have introduced a new objective setting process called
OKR’s (Objectives and Key Results) across the senior
levels of our business, ensuring that plans in individual
business areas are aligned to the delivery of our
business strategy.
To compliment the Fearless Focus Review process, we
have also this year introduced a regular cycle of talent
reviews. This is completed three times throughout the
year so we can monitor and track performance and
ensure any necessary actions are undertaken to drive
performance and retain key talent.
Our Elevation Programmes continued this year, with
another 27 high potential colleagues joining the
Commercial programme in September 2023. This year,
we have invested heavily in the technical upskilling and
training that these colleagues receive, creating a highly
structured and blended development programme that
has seen time to competence improve dramatically,
increasing confidence and enabling more time to be
spent developing the skills that will see this cohort
fulfil their potential. We also have a further 6 (FY22: 5)
colleagues joining our Finance Elevation Programme.
We have further expanded the reach of the Elevation
programme in FY23, with the introduction of three new
functions. Analytics, Digital Marketing and Ecommerce
Trading were launched in November 2022 and the first
intakes will begin in September 2023, underpinning our
Digital functions with access to high potential talent to
support the focus that we have on these critical areas in
the future.
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 23. We offer bonus schemes and
incentives depending on the role and the fascia, and
colleagues receive discounts across all fascias.
In FY23, as well as increasing the availability of staff
discount across more brands via our acquisitions, we
also significantly increased the amount paid out to
colleagues via bonus and commission schemes, paying
out approx. £23m in total this year, increased from
approx. £15m in FY22.
FRASERS GROUP PLC
ANNUAL REPORT 2023
44
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 evolve, to support business growth. The
Company has safely operated through the post
Covid-19 relaxation of regulations 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 our distribution, office and
warehousing operations together with our retail team,
maintained cleaning and hygiene processes, 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 continued development and integration of a
bespoke online Facilities Management programme
(ARMS) incorporating digital Accident and Incident
reporting system, which is delivering improved
accident reporting and data analytics to inform
organisational learning and accident prevention;
a restructure within our Group Health and Safety
team to provide continued support across all brands,
with additional expertise and support for our Retail
and European colleagues;
supporting the retail team to help implement and
sustain in-store health and safety standards
investing in our health and safety capabilities
with our regional H&S team completing specialist
training on fire risk assessments and starting the
registration process to a professional body;
developing additional Health & Safety knowledge
within our Shirebrook facilities and operational
teams incorporating the NEBOSH general
Certificate in Health, Safety and Welfare;
We continue to positively engage with fire service and
local authority enforcement representatives with just one
Fire Enforcement notice issued within the past 12 months.
All accidents and incidents are investigated in a timely
manner and, where appropriate, additional measures
are implemented to prevent recurrence.
The Group’s Reporting of Injuries, Disease and
Dangerous Occurrences (RIDDOR) incidents in the last 12
months mainly involved over seven-day incapacitation.
In total 11 incidents were reported in FY23, including two
from Studio Retail and two from the Sheffield warehouse.
The accident rate for the distribution, office and store
workforce was 2.9 accidents per 100,000 hours worked
in FY23, an increase on the rate of 2.5 compared to FY22.
We have acquired several businesses during this time
which has contributed to this increase, and are working
hard to integrate our Policies, Training and Procedures to
prevent accidents and recurrences.
During FY23, we will pursue our continuous improvement
programme to further develop and sustain effective
health and safety across the business. Improved access
to training and development tools via our eLearning
platform will assist our managers in maintaining safe
spaces for our colleagues and customers.
Well-being
As an outcome of our Engagement Survey results, we
have committed to improving the company support
available to our colleagues around Well-being. This year
we have launched Frasers Fit, a partnership with our
fitness business, Everlast Gyms to encourage colleagues
to focus on improving their physical health through
exercise, with access to work outs for all capabilities,
information around nutrition and healthy eating.
We have continued our partnership with the Retail Trust
which gives colleagues access to free and confidential
well-being 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. We have seen an increase in the usage
of Retail Trust services this year and we will be working
closely with them in FY24 to further increase access to
and awareness of the services and support available.
We have also invested in training up a team of Mental
Health First Aiders. This has not only provided these
colleagues with an opportunity to develop themselves
but also arms the business with an invaluable resource
should any of our colleagues need the support we are
now equipped to provide.
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ANNUAL REPORT 2023
45
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.
Customers
Delighting customers every time
World class customer contact and service, and brilliant
accessibility for those who need it, is a core part of
delivering the best brands and experiences on the planet.
Customer Services
We are continuing to invest in our Customer Service
Operation by increasing the head count and technology
being used to support customer contacts. We are
expanding our team to provide more coverage into the
evenings and weekends and providing specific training
in resolving enquiries faster.
We are progressing development of new contact
channels, improving our use of real time chat technology
and embracing our customers’ desire for more self-serve –
all helping reduce customer contacts and response times.
Distribution channels | Operations |
Logistics
Wasting less, saving more
The less we send to landfill, and the more we recycle, the
more energy and money saved across our ecosystem.
Waste and Recycling
Frasers Group have always been committed to recycling
as much of the waste that we produce as possible. Over
the past few years we have put even more focus onto
the waste and recycling operations in our Shirebrook
Distribution Centre and stores to minimise as many
waste streams as possible.
This year, 85% of the waste that went through our
Shirebrook distribution centre was sent to our recycling
facility partners. This couldn’t have been achieved
without an immense amount of effort and dedication
from every player through the process – from our store
staff, our facilities teams and our new – dedicated -
waste and recycling team.
This year we began more engagement on our waste
and recycling process with our stores to help them
understand how the entire process works and how they
can do their bit to help make us as efficient as possible.
We also implemented a new hangers recycling initiative
which sorted and repackaged hangers that we receive
back from our stores. So far, we have managed to save
2 million hangers from being sent for recycling to keep
them in circulation longer. Over the next year we plan to
do more work to limit the amount of hangers we order.
We have lots more to do in-store to reach the next
level of excellence in our Waste and Recycling journey –
which we hope to share in the near future.
Automation
To date, we have invested over £200m into our
warehouse automation, which has given us one of the
largest Auto-stores in Europe. We have increased the
storage capacity of our forward pick face by more
than 350%, allowing us to increase our SKU count
from 250,000 to 650,000. This has meant that we now
process more than 215 million units annually, a 50%
increase since 2016 and we need 50% less warehouse
locations – taking up less of a physical footprint and
ensuring all new acquisitions work to the same high
standards of efficiency that our core business has built.
FRASERS GROUP PLC
ANNUAL REPORT 2023
46
Distribution channels
Being resource smart
We’re getting smarter about our energy consumption
across our distribution channels by installing more
efficient appliances, trying to use renewable sources
when we can, and incentivising using less energy overall.
Energy Strategy
LEDs
Over the past few years we have had a big push to
upgrade old lighting to LED lighting. This year we
completed 274 stores across the UK and Ireland with
LED lighting. Thanks to that, currently 670 stores,
warehouses and offices operate on energy efficient
LED lighting.
The same project was carried out for the EU portfolio
with 83 sites fitted out, which takes us to 169 overall
across mainland Europe.
Pool Covers
Almost all of our gyms with pools have now been
equipped with pool covers, which helps keep the water
temperature up through the night and requires less
heating the next day.
Building Management Systems
To maximise efficiency and monitor energy we have
installed building maintenance systems in 9 of our gyms
this year, taking us to 36 gyms in total – and 47 of our
large retail sites. This system automatically controls the
temperature and the operation times of lighting and
heating/aircon systems within the building, supporting
the staff in efficient management of their stores.
The system has also been successfully trialled in our
Vienna flagship store and has now been added on to
standard fitout to all new stores across UK and EU above
30,000 square feet.
Voltage Optimisation Trials
Following the success of our LED lighting initiative,
we are now looking for other solutions to aid in the
efficiency of our energy consumption. This year we
successfully trialled voltage optimisation across 8 UK
sites. Voltage optimisation reduces the voltage delivered
to the store, which comes with a reduction of both
energy consumption and energy cost.
Incentives
Following the success of our incentive scheme ‘Top
of the Shops’ last year, we relaunched the initiative
again this year. The scheme aims to engage our stores
to become more aware of their energy consumption,
provide them with best practices on how to reduce
and provide incentives for stores achieving the best
reductions (vs their own performance in 2019).
This year we introduced Ireland and our gyms to the
scheme. We have been improving our consumption data
globally to enable us to extend the scheme in the future.
The implementation of all of the above measures have
helped us to achieve a 15.9% reduction in electricity
consumption this year vs 2020 in like for like stores. (5%
reduction in FY22 vs 2020)
Energy Source
From April 2020 until October 2022, the majority of
our UK energy was procured on a renewable energy
contract. Since October 2022 we have since moved to a
Zero Carbon contract.
Logistics
On the road to better logistics
Making sure containers don’t travel half empty, and
having our vehicles and couriers do fewer journeys, is
smarter for the environment.
Transport Strategy
This year we began exploring how we believe the future
of our transport fleet will look. We appreciate that the
future of our fleet will be fossil fuel free and so we are
investigating the different solutions to learn which will fit
into our business best.
This year we began trialling Hydrotreated Vegetable Oil
(HVO) as fuel for our onsite vehicles. Currently all our tug
vehicles are fuelled using HVO, along with 8 of our 52
tractor units which are used for transportation between
several of our warehouses.
At the end of this year we also received our first on
site electric tug vehicle which we will trial for feasibility
over the next year to determine whether we should roll
out further.
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ANNUAL REPORT 2023
47
Container Delivery Efficiencies
We have always endeavoured to fill containers that we
ship from our manufacturers to the highest reasonable
capacity, maintaining the quality and integrity of our
products, whilst minimising unnecessary miles by moving
inefficient half full containers.
In 2019 our Own Brand containers were filled to an
average 91% fill rate. After assessing the efficiency
of how we received containers from our 3rd Party
partners, we embarked to share our best practices with
them in an effort to maximise the efficiency of how we
work and manoeuvre product around together. We
trialled our method of delivery with one of our strategic
brand partners and were able to halve their number of
deliveries, resulting in savings in carbon emissions, waste
and cost for our strategic partner. With the success of
this we decided to roll out to more of our brand partners.
In FY23, with our new approach, we have improved the
average units per delivery by 34% with our strategic
brand partners.
As a part of reviewing the delivery efficiency process,
we also realised we could actually improve our own
container loading – and so trialled this new method
ourselves. This new method now allows us to order
to a 99% container fill rate, saving even more on our
own deliveries.
Couriers
We currently offer a carbon neutral delivery option
through DPD on our Flannels website. This year the
option saved us 82 tCO2e.
Anti-Bribery and Corruption
The Group’s Anti-Bribery and Corruption Policy is
available on the Company’s intranet and sets out our
zero-tolerance approach to bribery and corruption at
Frasers Group. Our people are encouraged to speak
up if they have concerns that bribery or fraud is taking
place. Any potential incidents reported are followed
up and all investigations are reported to the Audit
Committee. No instances of bribery, corruption or fraud
have been reported during FY23.
Whistleblowing
The Group has an approved whistleblowing policy and
there are processes in place to encourage workers to
report concerns or suspicions about any wrongdoing.
There is also a dedicated whistleblowing e-mail address
which the Company Secretary has access to and is
responsible for monitoring. The Whistleblowing policy is
available on the Company’s intranet.
The Audit Committee Report on pages 103 to 107
contains further information of the Company’s
whistleblowing procedures and the Audit Committee’s
oversight.
TASK FORCE ON CLIMATE-
RELATED FINANCIAL
DISCLOSURES (TCFD)
Frasers Group continues to support the aims of the
TCFD, which we believe is an important step in tackling
climate change. In compliance with the requirements
of Listing Rule 9.8.6R and TCFD recommendations and
recommended disclosures, below we have provided
disclosure on how Frasers Group incorporates climate-
related risks and opportunities to inform our future
strategy, risk management approach, and the metrics
and targets we use to monitor our progress.
We have taken dedicated steps to integrate the risks
and opportunities throughout the business, from the
individual departments to the Climate Risk Steering
Group, Compliance and Risk Group, Audit Committee,
all the way to the head of strategic oversight, the Board.
These groups have enabled us to not only understand
the risks and opportunities, but ensure we are on track
towards our set targets, while assessing mitigating
actions enabling planning for next steps.
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.
As reported last year, for FY23 we established our
Climate Risk Steering Group to manage current or
upcoming identified risks relating to climate. The Group
reviews climate-related risks and opportunities and
their relevant metrics and targets twice a year. The
main purpose of the group is to provide direction and
input into our targets and goals, ensure the continual
evolution of our action plans, and maintain oversight
of the delivery of our action plan and improvement
roadmap, targets and emerging climate-related risks.
Our Sustainability Manager, who heads up our Climate
Risk Steering Group, communicates findings from the
Group into the Audit Committee and Compliance & Risk
Group on a quarterly basis.
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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. Our Sustainability
Manager, who heads up our Climate Risk Steering Group,
reports material climate-related risks into the quarterly
Compliance and Risk Steering Group, as well as the
Audit Committee.
Cross functional management monitor climate risk
through the functional risk registers owned by the
respective business risk owners, such as finance, property,
logistics, commercial trading, supply chain and people.
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. For climate-related issues our
executive sponsor for ESG is our Chief Financial Officer.
In addition, the Compliance & Risk Group has a range
of important roles in relation to risk management, as
described on pages 61 to 63.
More information can be found on our risk management
framework on pages 61 to 63 and our approach to
sustainability on pages 37 to 48.
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Strategy
Last year when we identified our potential physical risks, transitional risks and opportunities, we compiled the list on
both a top-down and bottom-up basis, across each of our business areas. We assessed the risks and opportunities
across the short (less than 5 years), medium (5 to 20 years) and long (more than 20 years) term. Our external advisers
helped refine 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 the 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
At the start of our work with our external advisors, we identified bottom-up physical risks, transition risks and
opportunities for each of our business areas. Once the findings had been discussed and consolidated during
workshops, 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.
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.
Our 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. From this, there are
still no significant changes expected to the Group’s business model as a result of the analysis, other than considering
potential other sourcing locations.
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For coastal inundation, although there is uncertainty
around the time horizon over which climate related
risks will materialise, for our assessment, we used short,
medium and long-term 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 the medium and long term, across both
temperature-rise scenarios.
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.
Transition Risks
Our initial risk identification process 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.
We analysed the potential impact of rising costs
of energy, raw materials and production, and the
introduction of carbon taxes, using our external adviser’s
specialist modelling tools. This year we have continued
to monitor these potential risks both internally and
externally. The effect of regulatory, reporting and
stakeholder changes, 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. Overall, we see these risks arising in
a shorter time-frame, and continue to impact over the
medium to long term.
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Opportunities
We also 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.
Prioritisation of climate-related risks is assessed in the same way as we determine our principal risks; risks which pose
a threat to our business model, future performance, prospects and/or reputation. Additionally for our climate-related
risk assessment we prioritised by assessing each risk by likelihood and financial impact.
Please see below tables which identify the material physical risks, transitional risks and opportunities along with the
impact these will have on our business and potential actions we could take to mitigate their impact:
Physical Risks
Risk
Potential impact
Mitigations available &
Business response
Development actions this FY
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
(our own fleet) and water (overseas)
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.
As part of the targets we set last
year we have engaged with our top
supplier to explore their risk to coastal
inundation and are working with them
to develop and progress their flood
risk adaptation plan.
We have worked with our freight
forwarders to set up quarterly
updates on issues they have
experienced due to flooding related
issues. We plan to store a historic
database of these issues.
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. Working with our suppliers and
finding out from them how often they
experience extreme heat where they
can’t function as normal.
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.
No development actions to note this
year in this area.
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Transitional Risks
Risk
Potential impact
Mitigations available &
Business response
Development actions this FY
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.
We have continued exploring options
for lower carbon energy solutions that
will benefit the business in the short to
medium term.
Exploring options to generate
renewable energy on Frasers Group
sites.
Complete review of our energy and
utilities budgeting process to account
for best and worst case scenarios.
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.
Our commercial department reviews
common raw material commodity
prices regularly to understand and
plan changes.
We have begun mapping Tier 2 of our
supply chain.
As part of the targets we set last year
we have begun counter-costing our
own brand products to ensure we have
multiple options should one become
unavailable.
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.
This year we have been calculating
our Scope 1, 2 and 3 carbon emission
footprint with external consultants
as part of our commitment to setting
targets with the Science Based Target
initiative to better understand
our impact.
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.
We regularly engage with external
experts on upcoming regulation
changes and reporting requirements.
We have set up regular
communications with our global teams
to understand and discuss regulation
changes in all countries of which
we operate.
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. Working with suppliers
that provide more ‘sustainable’ options.
This year we have developed our
Preferred Materials and Processes
strategy which will help our design,
sourcing and commercial departments
move to using our identified Preferred
Materials and Processes.
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Opportunities
Transition opportunity
Potential impact
Potential actions
Development actions this FY
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.
Move towards to a lower carbon
emission vehicle fleet
Optimise logistics and the supply
chain.
This year we trialled the use of HVO
in our onsite vehicles and a number of
our tractor units.
This year we acquired our first electric
on-site tug vehicle.
As part of the targets we set last year
we improved our container fill rate
by 7.1%.
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.
No development actions to note this
year in this area.
Shifting consumer
preferences and
supplier requirements
There may be opportunities to
capitalise on the emergence of a
new and growing market for more
‘sustainable’ and ‘responsibly sourced’
products.
Engage with suppliers and brands
who are leaders in sustainability.
This year we developed our Preferred
Materials and Processes strategy
which aims to help our design,
sourcing and commercial departments
move to using our identified Preferred
Materials and Processes.
As part of the TCFD process we engaged external
consultants who worked with us to complete a climate
scenario analysis which reviewed our potential
physical risks, transitional risks and opportunities,
against two temperature scenarios, 1.5oc and 4oc
above pre-industrial levels, as suggested by TCFD
recommendations for the time periods between 2020
and 2050. We use these two pathways as these were
identified in our scenario analysis process as the 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 warming, which would pose
a lot more physical risks such as extreme weather events.
Scenarios are hypothetical in nature, describing a path
of development leading to a plausible future state.
We anticipate the impact of the identified physical
risks arising in the medium to long term (20 years)
without mitigating actions, whereas we anticipate the
transitional risks arising over a shorter time-frame (<5
years) and continuing to impact over the medium to
long term. For this reason we are currently focusing
action on our transitional risks, specifically around the
reduction in carbon emissions, improving the visibility
of our carbon emissions through our supply chain and
working towards submitting our target for validation to
the Science Based Target initiative as part of our wider
group strategy. Frasers Group aim to complete scenario
analysis at least every 5 years, as an agreed appropriate
timeline for reasonable change to have occurred and a
new assessment necessary.
Risk Management
The process through which we have identified and
assessed our climate-related risks is detailed in the
Strategy section above. Our overall risk-management
framework is set out on pages 61 to 63.
We continue to integrate the identification,
assessment and management of climate-related risks
into our Group-wide ERM. This work is based on the
following principles:
Disaggregation.
Assessment of climate risks as
individual physical and transition risks, across our
regions and sites.
Cross-cutting.
Integration of climate risks into
existing processes, so they can be considered
alongside our other operational and business risks,
including their interaction with those risks.
Appetite.
Set an appropriate risk appetite for each
disaggregated risk.
Ownership.
Establish clear roles and responsibilities,
from the top down.
Escalation.
Escalation of risks to senior
management, if necessary.
Monitoring and evaluation.
Continuous monitoring,
evaluating and reporting across the business.
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. Our Head of
Sustainability, who heads up our Climate Risk Steering
Group, reports material climate-related risks into the
quarterly Compliance and Risk Steering Group, as well
as the Audit Committee.
Climate-related risk is included within our ESG principal
risk which can be found on pages 37 to 48.
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54
Metrics and Targets
A.
Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its
strategy and risk management process
B.
Disclose Scope 1, Scope 2 and, if appropriate, scope 3 greenhouse gas (GHG) emissions and the related risks
C.
Describe the targets used by the organisation to manage climate-related risks and opportunities and
performance against targets
Information on our greenhouse gas emissions can be found on pages 44 to 45. 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 Science Based Targets initiative (SBTi), which has been approved. We have been working over the
past financial year to calculate our scope 3 emissions which will enable us to calculate our target and submit to the
SBTi for approval.
This year, we sat down with our Climate Risk Steering Group to review the risks and opportunities relevant to their
department within the business. We took this time to openly discuss the effect the highlighted risks and opportunities
could have on their operations and what suitable measures we could put in place to (if necessary) mitigate against
them.
We’ve worked with our departments within our Climate Risk Steering Group to make progress on our targets set last
year – please see below our progress:
Metric Category
Climate-Related Target
Climate-Related Metric
Reasoning
Review
Transition Risks
All sustainability-related
mandatory reporting
obligations met on time
annually
% of sustainability related
regulatory disclosures met
within required time-frame
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.
This year we reported against
TCFD. We continue to
prepare for known upcoming
reporting regulations.
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 mitigate 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.
This year we have
successfully counter-costed
70% of our own brand lines.*
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 projected floodplain
information with our
manufacturers to help them
mitigate their potential
physical risks in their
locations.
This year we met with our top
manufacturer and explored
the risk of flooding and how
it could affect their factories
in the future. We then
worked with them to discuss
mitigating actions and
created a plan for progress to
reduce the risk.
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.
By the end of FY23, 93.9% of
our Sports Direct GB stores
with a lease of 2 years or
more and no planned fixed
break have either had their
full lighting fixtures changed
to LED or their high-bay
lighting changed to LED.
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
We achieved a 7.1% increase
in container fill on our own
brand lines* vs our 2020 base
year.
*Own brand lines consisting of products that are designed and sourced in house at our head office. Excluding acquisitions such as Studio, Sportmaster, Amara, Premium Fashion Brands
acquired during the period, Gieves and Hawkes, Sofa.com, Game, Game Spain, Sports Directory, Gul, Lovell, Everlast and Antigua.
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The table below shows our updated 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 Risk/
Opportunity
Trial a hydro boiler in one of our wet
Everlast gyms by the end of FY24
Hydro boiler fitted in 1 wet gym - Y/N
As we continue exploring alternatives
for low-carbon energy sources, we aim
to trial new solutions throughout our
portfolio to review their ability to scale.
Climate-Related
Opportunities
90% of UK stores with a lease of 2 years
or more and no planned fixed break to be
fitted with LED lighting by the end
of FY24
% of UK stores with LED lighting
LED Lighting was identified as the
greatest energy reduction opportunity
within our estate. Since completing our
Sports Direct target last year, we have
extended our target out to all eligible
UK sites.
Physical Risks
Fit out 50 of our UK stores with voltage
optimisation by the end of FY24
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.
Transition Risk/
Opportunity
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
Number of stores with voltage
optimisation
After LED lighting, voltage optimisation
is a great way for us to reduce energy
consumption. We plan to trial in 50 stores
to assess their performance for scale.
Transition Risk/
Opportunity
At least 50% of European portfolio with
leases longer than 2 years will be fitted
out with LEDs by the end of FY24
% of European portfolio with LEDs
Following the success of our LED lighting
project in the UK, we plan to expand out
the same practice to our European stores.
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SECTION 172 STATEMENT
The Board confirms that, during FY23, 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 77 to 83 and our report on stakeholder
engagement during the year is on page 80.
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 and discussions with external advisors
and reports.
Principal Decisions/Steps:
The decision to continue the share buyback programme
was 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. Acquisitions
of Missguided, I Saw it First, Mysale and Amara
expanded our digital offering and brought short lead
time sourcing and further social media marketing
expertise to that segment and the Frasers Group. We
also acquired Gieves & Hawkes, this iconic premium
luxury menswear brand being a great fit for our Elevated
offering, Coventry Arena a world class exhibition, event &
conference centre and in February 2023 the Group also
completed the acquisition of number of fashion brands
from JD Sports.
During the year, the Group disposed of Bob’s Stores and
Eastern Mountain Sports fascias and their corresponding
e-commerce offerings.
The Bob’s and EMS store estate did not include any of
the new elevated stores which are core to the Frasers
Group Elevation strategy. The disposal of these non-core
businesses allows an even greater focus on delivering
the Elevation Strategy by focusing on store experience,
digital and product.
A number of freehold and long leasehold retail parks
were sold for a total of £205.0m, realising a profit on
disposal of £84.7m. We buy and sell properties, in the
ordinary course of business, from time to time to secure
attractive sites for our retail operations, and Frasers
Group fascias will operate from leases within a number
of these properties.
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. In
September 2022, we hosted the first ever Frasers Festival
which brought together approx. 1,500 colleagues,
brand partners and other stakeholders for a day of
assault courses, interactive brand pop ups and live
entertainment. It was a hugely successful event and we
will look to repeat this in 2024.
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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:
The Frasers Plus, loyalty and credit facility which was
initially launched in our Cruise and House of Fraser
fascias and associated websites last year, has now also
been rolled out to our Luxury fascias and Sports Direct.
We continue to invest in improving our customer service
contact channels which include:
Simplification of customer communications and
self-help articles to remove confusion and help
customers to find answers more quickly.
Investment in Coaching, Supporting and Developing
our Customer Service teams with additional training
on both product and service-based enquiries.
Additional staffing in our peak trading period to help
with customer demands and improve our speed of
response across all contact channels.
D.
The impact of the Company’s operations on the
community and the environment
The ESG report on pages 37 to 48 details the
initiatives we have undertaken in sustainability and
the community.
Principal Decisions/Steps:
In October 2022 the Group committed to cease
purchasing fur products from its partners. Letters
were supplied to all of our suppliers requesting no fur
products are supplied to the Group.
As part of our sustainability plans, five of our House
of Frasers stores took part in a three-month scheme
with the charity Sharewear which redistributed
customer’s unwanted clothing to 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
The Board is committed to sustaining high standards
of professional conduct across the Group’s
businesses in accordance with both the Corporate
Governance Code and industry best practice.
Principal Decisions/Steps:
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, and we have an ongoing programme of
continuous review looking at changes to legislation, best
practice, and ensuring compliance with the corporate
governance landscape.
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. This feedback is routinely presented to the
Board for consideration during its decision making and
long-term planning.
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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.
Emerging Risks
Our risk review process includes the identification
of emerging risks. This is actioned through our
Compliance & Risk Group, where risk owners are
challenged to consider emerging risks and future
regulatory changes to ensure we have potential
mitigations in place to enable us to consider these and
their potential impacts to the Group.
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ANNUAL REPORT 2023
59
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.
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, Loss
Prevention 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.
Climate Risk
Climate and sustainability risks have remained an
integral part of our commitment to ESG and our
business operations., and is included within our ESG
principal risk.
We continue to closely monitor the risks and impacts
of climate change for the Group and our commitment
to achieving our targets, as disclosed within our TCFD
report. We have a Climate Risk Steering Group which
further drives initiatives and engagement across the
wider supply chain and reports through to the Board.
Further details of our TCFD disclosures are found on
pages 48 to 56.
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. The continued war in Ukraine,
geo-political risks and the current cost of living crisis
in the UK relating to but not limited to cost increases,
energy prices, supply chain issues and the squeeze on
consumer spending power remain a key focus for the
business.
Environmental, social and governance (ESG) issues
continue to feature more prominently in our disclosures.
Climate and sustainability risks have remained an
integral part of our commitment to ESG and our
business operations.
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.
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Reference To Strategy
1
BRANDS
Building excellent relationships
with the World’s best brands
2
DIGITAL
Continual elevation of our digital
offering and experience
3
PHYSICAL
Continual elevation of our physical
store estate
4
ENABLERS
People, Training, Brand,
Communication, Systems,
Automation, Data
Risk Trends
Increasing
Unchanged
Decreasing
New
FRASERS GROUP PLC
ANNUAL REPORT 2023
61
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 provide consumers with access to the World’s best sports, premium and Luxury brands
by providing a World leading retail eco-system.
We continue to deliver well against all aspects of our strategy, and the on-going support of our key partners and
investors to 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
annual 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. Opportunities
are managed through our M&A tracker and appropriate due
diligence is carried out either internally or via third party firms.
Effective management of our property portfolio supports our
elevated direction. All property transactions are analysed and
signed off by the CFO.
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, with the assistance of third parties providing structure
to the process.
Ongoing internal and external communication of our
strategic direction supports understanding, engagement and
effective delivery.
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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,
to ensure the flow of product remains in line with our strategic ambition.
We continue to strengthen our brand and supplier relationships, 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, time 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.
We have continued the successful rollout of our Electronic
Data Interface (EDI) supplier portal across the majority of
our suppliers. This has enabled us to build closer business
relationships by providing an efficient and effective supplier
on-boarding process, leading to improvements for both
parties of account management and supply chain controls.
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 builds stronger relationships with key
brand partners, this continues to be an ongoing priority.
We have continued to expand our 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.
Strong stock level oversight and positive commercial
relationships allow us to manage effective supply chain
logistics and product availability.
Suppliers sign-up to the Group’s Supplier Manual, in addition
to revising our Supplier Code of Practice during the year, 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.
We have continued to build our influencer partnerships
and brand collaborations to provide opportunities for
own-brand growth.
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63
Global Macro-economic Conditions, Events (Pandemic) or Political Factors
The current geo-political events and the on-going war in Ukraine 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, although we remain cautious at all times.
The current macro-economic pressures and geo-political events occurring in Eastern Europe ensures we remain
cautious around this risk and we continue to monitor these events and the potential impacts to 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 (e.g. 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.
We ensure ongoing Financial and Commercial evaluation
of economic and political change, with senior management
oversight and Board reporting relating to supply chain and
inflationary cost pressures.
The executive-led Compliance & Risk Group holds
emerging risks discussions, with oversight reporting to the
Audit Committee.
Immediate on-line closure of sanctioned countries for
deliveries or trade through our web platforms were actioned
during the current conflict.
We monitor UK-EU trade relationship developments and the
implementation of the Trade and Co-operation Agreement
via discussions at weekly leadership meetings.
Our focus on transport logistics, documentation requirements,
and the flow of goods supports product availability, utilising
third party formal processes.
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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
refinance of our working capital to 2025.
Credit risk arises primarily in respect of online customer receivables. Frasers Group is also exposed to credit risk
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.
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.
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.
The Group Treasury function manages liquidity, interest rates
and foreign exchange risks.
The Group treasury policy, with Board oversight, outlines
delegated authorities for operation, monitoring and reporting.
We have increased our revolving credit facility to £1,052.5m
post period end, £1,002.5m of which is available until
November 2025 with the possibility to extend the term for a
further year. We are working to increase this further to £1.2bn.
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,
and monitored closely on a monthly basis.
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.
We have hedged our interest rates which has mitigated the
increases seen in the last 12 months, this remains in place
until 2026.
Rigorous processes are in place with regards to our credit
account customers, including the use of external credit
reference agencies and applying set risk criteria before
acceptance, these procedures are regularly reviewed
and updated.
Robust processes monitoring our debtor book and credit
customers payment behaviours and credit take-up levels are
in place.
The Board and Audit Committee receive regular updates
throughout the year regarding customer credit business.
See Note 3 to the Financial Statements at page 156 for further detail on financial risk management.
FRASERS GROUP PLC
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65
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 continued to enhance our e-commerce offering and our customer experience, as well as our customer service
and the underlying platform for our digital business. The introduction of our new Frasers Plus payment method, allows
our customers to control how they spend and repay with an integrated loyalty program.
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.
Conducting ongoing monitoring of customer insights and
competitor and market trends.
Reviewing and updating our customer policies periodically
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.
Continued development and investment in our online offering
in line with customer demand.
Ongoing enhancement of our ESG agendas supports our
strategy, in line with our customer focus.
Introduction of Frasers Plus to the Group, allowing Customers
to select a regulated credit option to enable our Customers to
have further payment options and control on how they spend
and repay with an integrated loyalty point scheme.
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Governance, 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 retained our assessment of this risk at the same level 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.
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 advisors 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 have an ongoing programme of continuous review
looking at changes to legislation, best practice, and ensuring
compliance with the corporate governance landscape.
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 advisor to the
Compliance & Risk Group.
The Legal team provides bespoke training to individual
departments, tailored for each area where there are key risks
as well as providing training across the group utilising the
e-learning platform.
The Frasers Group Intranet includes a Legal section providing
FAQ’s on relevant topics which is accessible to all employees.
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Technology Capability and Infrastructure Renewal
We operate in a competitive and challenging customer-focused market. Our systems need to be built with Customer
Experience being 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, Till EPOS 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.
Ongoing development of a Group technology strategy
aligned to the business strategy.
Forward programme of infrastructure renewal to operate our
business efficiently and support our ability to compete.
Target and accelerate decommissioning of infrastructure,
integrating into our business where possible, which has been
procured as part of acquisitions.
Investments in our online trading capabilities, warehouse
management systems and in-store technology enhance the
end-to-end customer experience.
Experienced Technology team, supported by ongoing skills
training, helps us to keep abreast of emerging technologies
and customer-leading insights.
Development of 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.
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Cyber Risks, Data Loss and Data Privacy
Attempts to attack or gain unauthorised access to systems and data are becoming increasingly sophisticated and
accessible. 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.
Strategies and policies in place to support IT security posture
are reviewed and enhanced on an annual basis.
We continue to work with our trusted who provide core
services which complements our in-house capabilities.
Capability delivery, security and savings are core drivers.
Protection tools, including encryption, and detection tools
in place to support effective monitoring and reporting are
assessed, ensuring they are fit for purpose and scalable.
We have enhanced our information security capabilities and
strengthened our second-line monitoring to a 24/7 alerting
service, using partners where applicable.
We perform annual external assessments against our
environment to assess our cyber posture. We also perform
penetration testing against any key projects or major changes
to our infrastructure across 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 invested in tooling to
support with breach notifications should they occur.
Our in-house Legal team supports second-line monitoring and
reporting of legislative compliance.
We make ongoing investments in data protection training
and communications targeted to the business area (and local
legislative equivalents in our oversees operations).
We routinely action and retain Data Protection Impact
Assessments, and perform Records of Processing activities
across all key functions across the Group.
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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 within 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 including a dedicated
IT incident response manager working with both internal
and external stakeholders with clear escalation and recovery
protocols which are under continuous monitoring and 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.
The Group Internal Audit team is developing third-line
monitoring to support the broader internal controls framework
across the Group.
Weekly leadership calls are in place with international finance
teams and an annual review of all subsidiaries has been
established to review financials, provide supports, streamline
operations, and drive improvements.
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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, recognising the investment and changes the Group has made in our
people, which has allowed us to reduce the risk in this area, although we continue to remain cautious of the risks in the
national labour market and in the retail sector as a whole.
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
apprenticeship 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.
Our “fearless focus” appraisal system provides expectations for
performance and opportunities for development and broader
succession planning.
A six pillar People Framework is in place supporting
performance and talent recognition across the group.
An internal recruitment mandate operates, with improvements
in on-boarding and applicant tracking.
We have revisited our core principles and a colleague value
proposition which share the Group’s values and ambitions
for our people, with an elevated and re-energised website to
attract talent.
We have a recognition and bonus structure in place,
recognising and rewarding those who adopt and demonstrate
the Group’s 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.
We launched our first engagement survey to provide insights
and drive further improvements across the organisation.
Investment in a new group intranet supports improved
communications and access to company policies to all UK
employees raising colleague engagement and providing
greater ease of access to shared information.
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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.
We have developed an ESG strategy which formalises
our commitment to sustainability which continues to be
embedded throughout the business and is a continued focus
for the Group.
We have signed up to the Science Based Target Initiative and
to further our commitment to reduce our carbon emissions we
have recruited a Group Carbon Reduction Manager.
We continue to evaluate the ongoing risks and opportunities
around climate change and our commitment to achieving our
climate change targets as disclosed in our TCFD reporting.
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.
Our community initiatives support the provision of vouchers
to schools and organisations to allow purchases of discounted
sportswear.
Review and ongoing development of our Supplier Code of
Conduct, supports our values and employee engagement, and
includes a standardised framework for supplier on-boarding.
We have implemented a Climate Risk Group, reporting to the
Compliance and Risk Group, which further drives initiatives
and engagement across the wider supply chain.
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Property
The retail landscape continues to see significant changes, with a high volume of retail properties predominantly in
shopping centres and high streets still vacant, due in all but the top tier schemes and destinations to the high level of
retail insolvencies and retailers moving away from bricks and mortar to e-commerce.
The Group continues to see value within the High St and Shopping Centres and our continual commercial reviews of
our portfolio has enabled us to reduce our assessment of this risk within the period.
Risk Trend and
Links To Strategy
Risk
Controls and Mitigations
1
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 continue to actively engage and
work with our landlords to support rents that are flexible and
linked to store turnover providing sensitivity should a store
turnover reduce.
We aim to align rent free packages and capital contributions
from landlords to reflect the elevated store fit outs to
minimise the Group’s capital expenditure in bricks and mortar
expansion.
As property occupational costs become more affordable we
continue to 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 under-performing
stores. We have a very low average unexpired lease term
across our core estate, allowing us to be flexible in our
locations and occupation.
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.
All purchases of new freehold property are reviewed and
signed off by the CFO.
FRASERS GROUP PLC
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73
Mergers & Acquisitions
Mergers and acquisitions are a fundamental part of the Group’s Elevation Strategy for growth. Whilst mergers and
acquisitions can provide substantial opportunities, they can also present substantial risks.
Due to the ongoing acquisition opportunities and Strategy for the Group, we have now included this as a new principal
risk for the Group.
Risk Trend and
Links To Strategy
Risk
Controls and Mitigations
1
2
3
4
Failure to successfully identify, complete or integrate acquisitions
into our existing operations could have an adverse effect on our
business and financial results.
All mergers and acquisitions are reviewed and signed off by
the Senior Leadership Team and the Board.
The Legal function has robust processes in place for checking
and complying with regulatory requirements.
Conservative estimation of synergies allows for any delays in
the integration of a business.
Utilisation of both internal and external expertise is used
to complete a thorough due diligence process prior to
acquisition and following the transaction to ensure a smooth
integration.
We leverage opportunities for investment through strong
management oversight.
Governance and monitoring are in place for new investments,
acquisitions and opportunities.
The Strategic Report has been approved by the Board and signed on its behalf by:
Chris Wootton
Chief Financial Officer
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
74
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 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 30 April 2026. This period is largely covered
by the Group’s combined term loan and revolving credit
facility, both of which expire at the end of November
2025 and it is management’s expectation that the RCF
facility will be extended by a further year. Management
is satisfied that the 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. This model uses the
same assumptions used in the Value In Use projections
detailed in note 2.
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:
taken into consideration the impact of the current
cost of living crisis, including inflation on:
sales and margin in relation to both store and
online revenue;
overhead costs; 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
75
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 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.
Assumptions:
assumptions for declines in store revenue for FY24,
FY25 and FY26 worsen by 1.5 times more than the
base case reduction.
all online revenue growth assumption has been
reduced by 2.5% pa.
Scenario 2:
Our supply chain continues to be affected across the
Group by the impact of 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. Operating costs increase ahead of
forecasts due to macro-economic conditions worsening.
Assumptions:
the gross margin percentage reduces by a multiple
of 1.5 times more than the base case reduction
across the Group.
across the Group, operating costs grow by an
additional 1.5% pa.
Scenario 3 & 4:
Levels of market uncertainty and factors outside of the
Group’s control have a significant impact on share prices
across the Group’s strategic investments.
Assumptions:
the share price of strategic investments decreases
by 50%. This causes our strategic investment
options to exercise resulting in additional shares
being purchased.
accelerated payment of provisions to £75m pa for
2 years.
Scenario 5:
this is a combination of all scenarios above and
is seen as the worst-case and is not considered
plausible.
This scenario testing indicated that the business could
withstand the combined effect of the above scenarios
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. The Group enacted the one year extension to
our Group facility and now have a combined term loan
and revolving credit facility (RCF) of £1,052.5m as at the
reporting date with £1,002.5m available until November
2025, with the possibility to extend this by a further year.
The Group has consistently created strong operating
cash flows from underlying trading and has an
appropriate hedging strategy to meet currency risks. We
have factored in post balance sheet investments to our
cashflow forecasting and modelling with no material
risks noted.
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
reducing inventory cover.
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 three years to 30 April 2026.
The Viability Statement was approved by the Board on
20 September 2022, and signed on its behalf by:
Chris Wootton
Chief Financial Officer
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
76
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 pages 42 to 58.
The Board and Audit Committee have worked with
the sustainability team as well as external advisors in
relation to TCFD reporting. The Board and Committees
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 pages 59 to 67.
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 77.
David Daly
Non-Executive Chair of the Board
26 July 2023
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 30 April 2023. 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 pages 108 to 114 and in the Nomination Committee
Report on pages 87 to 89.
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 30 April 2023.
The Company was not fully compliant with 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 of £15 as relevant maintained
for 30 dealing days and achieving an adjusted PBT
of at least £500m) are attained within 4 years of the
commencement of the plan.
Board Leadership and Company Purpose
The Board
There was one change to the Board during the year.
Mike Ashley resigned as a Director, being replaced by
Michael Murray in May 2022. We continue to review the
Board’s size, composition and skillset on a regular basis,
including interviewing a number of candidates, to ensure
that it remains fit for purpose and address areas where
we can make the most effective changes.
Our strategy is to provide consumers with access to
the World’s best sports, premium and luxury brands
by building the planet’s most admired and compelling
brand 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. Further details of the Group’s purpose
can be found within the Our Strategy section on
pages 14 to 17.
FRASERS GROUP PLC
ANNUAL REPORT 2023
77
Business Model
Further information on the Group’s business model and
strategy can be found in the Strategic Report on
page 12.
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. Our
culture is defined by our values Think Without Limits,
Own It, Be Relevant which connect our colleagues and
push them to achieve more. The first employee survey
allowed the Board to monitor and assess the Group’s
culture and, as a result of the survey, the Board agreed
to make Engagement a key KPI across Frasers Group,
thereby cementing our strategic ambition to build the
best team on the planet.
Further information on the Group’s culture and our
approach to investing and rewarding the workforce can
be found on page 42.
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 to each of our stakeholders is contained in the
s.172 statement on page 57.
Employees
Please see the Directors’ report for details of employee
engagement on pages 108 to 114.
Shareholders
The AGM provides shareholders with an avenue to have
direct access to the Board and senior leadership and
ask questions at the meeting. The Chair is present at our
annual and half year results presentations and met with
several major shareholders throughout the year.
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 of 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 also have access to other key
representatives of the Group by using the investor
relations contact on the Group’s website.
Feedback from shareholders during the year focused on
the following key points:
The importance of the elevation strategy and its role
in enhancing relationships with key brand partners.
The approach to strategic investments.
The steps being taken to enhance corporate
governance processes and Board diversity.
The Chair ensured that these views were shared with
the whole Board. The Group has recently employed
an Investor Relations Director to further improve
communication with shareholders.
Customers
The Group are continuing to invest in our Customer
Service Operation by increasing the head count and
technology being used to support customer contacts.
We are expanding our team to provide more coverage
into the evenings and weekends and providing specific
training in resolving enquiries faster. Investment
continues in developing our international contact centre
as we prepare to support the international territories. We
are progressing development of new contact channels,
improving our use of real time chat technology and
embracing our customers desire for more self-serve – all
helping reduce customer contacts and response times.
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 long-standing relationship.
FRASERS GROUP PLC
ANNUAL REPORT 2023
78
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.
The Group enacted the one year extension to our
Group facility and now have a combined term loan
and revolving credit facility (RCF) of £1,052.5m until
November 2024 and £1,002.5m until November 2025,
with the possibility to extend this by a further year.
Community
Details of our engagement with the community can be
found in our ESG report on pages 37 to 48.
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, which the Company Secretary has access to
and is responsible for monitoring, if they have concerns
around wrongdoing. 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 and appropriate follow up action agreed
as required.
Colleagues also have access to confidential well-being
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.
Corporate Governance Framework
The Group has continued with the elevation of its
corporate governance framework. The Board is
responsible for keeping the effectiveness of systems
for risk management under review. 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 FY24 financial year, reviewing various different
departments to ensure internal controls are appropriate.
Further details in relation to internal audit focus are
included within the Audit Committee Report on
pages 103 to 107.
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.
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ANNUAL REPORT 2023
79
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 prior to
Michael becoming Chief Executive, 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 the Chair 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 two Executive
Directors. 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 and
are also available on the Group’s website.
FRASERS GROUP PLC
ANNUAL REPORT 2023
80
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
Compliance and
Risk Group
Climate Steering
Group
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 has been completed in FY23 and it will be used
as a tool in our succession planning when recruiting
new directors.
There was a thorough independent external evaluation
of the Board and its committees in FY21 and an internal
evaluation carried out in the current year. The board
evaluation highlighted the need to increase diversity
on the Board and steps are being taken to address this
as discussed in the Nomination Committee Report on
pages 103 to 106. 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.
In addition to the evaluation of the Non-Executive
Directors, the performance of the Executive
Directors was also reviewed by the Chair and the
Non-Executive Directors and performance objectives
set. During the period, the Chair held informal
meetings with the Non-Executive Directors without
the Executive Directors present.
FRASERS GROUP PLC
ANNUAL REPORT 2023
81
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 95.
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.
The schedules of responsibilities for the Chair, Chief
Executive and the Senior Independent Director are
regularly reviewed and published on our corporate
website.
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, this generally involved the
CFO presenting a topic for discussion or approval, often
relating to acquisitions, by the Non-Executive Directors.
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82
Board Meetings
Scheduled
Board Meetings
Unscheduled
Audit Committee
Meetings
Remuneration
Committee Meetings
Nomination
Committee Meetings
Michael Murray
5/6
(attended 5/5 meetings
during his tenure)
6/6
-
-
-
David Brayshaw
6/6
6/6
4/4
3/3
3/3
David Daly
6/6
5/6
4/4
2/3
3/3
Nicola Frampton
4/6
4/6
4/4
3/3
2/3*
Richard Bottomley
6/6
4/6
4/4
3/3*
3/3
Cally Price
5/6
5/6
-
3/3*
2/3*
Chris Wootton
6/6
6/6
4/4*
-
-
Michael Ashley**
1/6
(attended 1/1 meetings
during his tenure)
1/6
(attended 1/1 meetings
during his 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 FY23, 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 106. 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 pages 10 to 75. Detailed
information on the financial position and performance can also be located in the Group Financial Statements located
on pages 128 to 132.
As a result of its findings, the Board has adopted a going concern statement for FY23, and full details of this can
be found in the Directors’ Report at page 108. The Directors have also assessed the prospects of the Group over a
three-year period and the Viability Statement can be found at page 75.
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 2023
83
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
Appointed:
1 May 2022
Previous roles:
Prior to his appointment as CEO, Michael began
working with Frasers Group in 2015, advising on
property and retail strategy. His role quickly evolved
and having re-thought the Group’s entire proposition,
culture, retail and brand strategy, he became Group
Head of Elevation.
Key skills, experience and contribution:
During his time, Michael has shaken up the industry
by driving the ongoing elevation strategy; investing
and innovating brands, retail environments, 360 digital
innovation and the group’s acquisition portfolio. His
strategic and unrivalled vision allows the group to
continue its uniquely impressive trajectory and pioneer
the business’ development.
Michael will continue to accelerate the group’s strategy
to achieve its vision of building the planet’s most
admired and compelling brand ecosystem.
FRASERS GROUP PLC
ANNUAL REPORT 2023
84
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 to the new CEO in his first year in role. Chris is a
key driver of the Group’s accounting principles, namely
being conservative, consistent and simple. He continues
to play a leading role in the banking relationships of the
Group and was instrumental in increasing the facility to
now stand at over £1bn.
Chris also has a leading role in our investment and M&A
strategy, including the strategic investment in Hugo
Boss and various acquisitions in the year including the
purchase of various companies from the JD Sports
Fashion plc Group.
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:
Frasers Group Workers’ Representative
Key skills, experience and contribution:
Cally has been with the Group for 15 years, beginning
her career as a Casual assistant working her way up
to Store Manager. Cally continues to work across our
retail division which allows her a unique insight into any
challenges our Retail colleagues may face.
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. Richard was a Non-Executive Director of
Newcastle Building Society, where he chaired the Audit
Committee and until recently was Chairman of the
Greggs Plc final salary pension scheme.
Present roles:
Richard is a Non-Executive Director of MSL Property
Care Services Ltd, Marsden Packaging Limited,
Jessgrove Limited and is partner in a consultancy
business providing business and financial advice.
Key skills, experience and contribution:
Richard has strong experience in corporate governance,
corporate finance and strategy. As a senior partner at
KPMG, he provided advice to the boards of many UK
and overseas companies on a wide range of financial
and strategic issues, including M&A, shareholder
engagement and corporate governance. Richard is
a Fellow of the Institute of Chartered Accountants in
England and Wales.
FRASERS GROUP PLC
ANNUAL REPORT 2023
85
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 Committee and Remuneration
Committee to which Nicola was
appointed to the role of Chair from
1 May 2023.
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 ten years working in the professional
services industry, most recently as a Director at Deloitte.
Present roles:
Nicola has spent the majority of her career in senior
executive management roles with the last two years
serving as the Chief Operations Officer at Domino’s
Pizza Group plc where she has primary responsibility for
the group’s franchisee relationships, delivery of system
wide store operational standards and the brand’s
customer service and experience.
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 2023
86
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
within the remit of its duties, 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
84 to 86.
The Nomination Committee usually meets formally twice
a year, although additional meetings take place when
appropriate. The Committee formally met three times
during FY23. All members of the Nomination Committee
are Non-Executive Directors and, with the exception of
the Committee 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 Cally Price and
David Brayshaw.
The Committee considered and recommended
the re-election of all Directors wishing to stand for
re-election, 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, experience and
diversity. The Committee has prepared a skills matrix
which has identified key areas in which the Board
members have experience and the areas in which
board knowledge could be strengthened. The results
will be used to influence future Board appointments as
detailed below.
Annual Performance Appraisals
All Board members, both Executive and Non-Executive,
went through an annual performance review during
FY23 and each Director engaged fully in the process.
This included setting objectives for each individual and
ensuring that each non-executive director has sufficient
time to dedicate to their role. 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
87
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. 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, being on a
comply and explain basis. With this in mind, the Board
has engaged external recruitment agents, Odgers
Berndtson and Heads! International, to seek to appoint
two additional Directors with the purpose of addressing
the gender and ethnic diversity requirements, as well as
addressing opportunities to fill identified skills gaps on
the Board. Neither agent has any other connection with
the Company or individual directors.
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 requirements.
The Group is working towards achieving its Diversity
policy objective in respect of gender and ethnicity, by
having a strong gender balance in senior management
and their direct reports. When reviewing candidates who
may become potential Board members, the Committee
has regard to factors including professional experience,
skills, education, gender, ethnicity, background and
age, to ensure a variety of perspectives are represented
at Board level. As discussed above, we have been
working with recruitment agents specialising in diverse
candidates in order to meet the new FCA requirements
on gender and ethnicity. 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.
During the period we increased the gender diversity of
our senior management team with the appointment
of two females to the roles of Chief Marketing Officer
and Managing Director of Sport. With two of the three
appointees to the senior management team being
aged under 35, we have not only increased diversity
of age on the senior management team but now also
have representation from every age group between 30
through to 60 plus.
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. There is a varied representation
of ages within senior management and a number of
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 Head of UK Finance.
FRASERS GROUP PLC
ANNUAL REPORT 2023
88
Approximately 53% of our workforce is female, including 42% of our senior management (FY22: 46% UK workforce
and 36% of senior management). 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. There have been no changes to the Board
composition between the period end and the 27 July 2023 that affect the statistics stated in the table below.
Number of Board
members
% of the Board
Number of senior
positions on the Board,
Chair, SID, CEO and
CFO
Number in executive
management
% of executive
management
Male white British or other
white (inc. non-minority
white groups)
5
71%
4
4
50.0%
Female white British or other
white (inc. non-minority
white groups)
2
29%
-
3
37.5%
Male mixed/multiple
ethnicity group
-
-
-
1
12.5%
Female mixed/multiple
ethnicity group
-
-
-
-
-
Asian/British Asian
-
-
-
-
-
Black/African/Caribbean/
Black British
-
-
-
-
-
Other ethnicity including
Arab
-
-
-
-
-
Not specified prefer not
to say
-
-
-
-
-
Gender Pay
Our latest Gender Pay gap report published in April 2023 had a gender pay gap of 2.6% for 2022 (2021: 0% gender
pay gap). The year on year increase is attributed to an increase in the number of female colleagues under the age
of 20 working for the Group on the snapshot date. The proportion of females receiving a bonus this year was greater
than the proportion of males and the median bonus gap continues to reduce significantly year on year.
Further details on Gender Pay, diversity and inclusion are set out in the Our People section.
Succession Planning
The Committee has reviewed the succession plan for directors and senior management noting that there is a strong
executive pipeline for senior executive positions, and also taking into account the prospective recruitment of new
non-executive directors supports developing a diverse pipeline.
Other matters
The Committee has reviewed its terms of reference and minor amendments have been made in line with best practice.
The Committee also reviewed feedback from proxy advisory services on the 2022 Nomination Committee report and
noting that these focused on improvement of diversity, the steps being taken to improve diversity at Board level are set
out above.
David Daly
Chair of the Nomination Committee
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
89
DIRECTORS’ REMUNERATION
REPORT
Dear Shareholder,
Following my appointment as Chair of the Remuneration
Committee in May 2023, having served in the Committee
since 1 October 2018, I am pleased to present the
Directors’ Remuneration Report for the period ended
30 April 2023. I would like to thank my colleague
Non-Executive Director David Brayshaw for his work
as the previous Chair and I am grateful that David
continues to serve on the Remuneration Committee.
This report is split into three parts: this Annual Statement,
a summary of our current Directors’ Remuneration Policy
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
2022 AGM. Each of the two AGM resolutions, which
were to approve our Directors’ Remuneration Report
and to approve amendments to the Executive Share
Scheme (‘ESS’) was approved by shareholders at levels
of voting which indicated strong support from both
our full shareholder base and also by our independent
shareholders who voted.
Actions Taken in FY23 and Impacts on Pay
Michael Murray became our new Chief Executive
Officer on 1 May 2022. As announced in an RNS on 26
September 2022, Michael Murray decided to waive his
salary for FY23, in order to focus on achieving the ESS
award targets and to align with shareholders’ interests.
As in FY23, Michael Murray will waive his salary for FY24.
The Remuneration Committee agreed that this was
appropriate given the current economic challenges in
retail, various integrations of acquired businesses, and
other cost efficiency initiatives within the group. As a
Committee, we recognise the leadership our CEO has
demonstrated through this action.
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 exercises of discretion by the Committee
save as detailed in this report.
In addition, the Committee considered that Directors’
remuneration was appropriate and that the
remuneration policy operated as intended, taking into
account company performance and quantum.
Colleague Reward
Our management team have taken a number of steps
to assist colleagues with the negative impacts from
inflationary pressures and cost of living increases during
FY23, including the following:
implemented increases to hourly rates, including
maintaining a base rate that is 8p above the
national minimum wage;
paid out aggregate bonus’ and commissions worth
approx. £23m to colleagues (FY22: approx. £15.0m)
- a significant proportion of these payments were
made to our casual retail workers;
increased awareness of grants and aid available for
retail colleagues via the Retail Trust;
In FY24, we will also be launching a well-being strategy
across the Group focussing on physical, psychological
and financial well-being to further support colleagues.
Operation of Remuneration Policy in FY24
It is the Committee’s intention to operate the
Remuneration Policy in FY24 consistent with how the
policy was operated in FY23, as follows:
our Executive Directors’ salaries for FY24 are
unchanged (CEO: £1,000,000; CFO £250,000) but
noting that Michael Murray will waive his salary for
FY24 in order to focus on achieving the ESS award
targets and to align with shareholders’ interests
in line with our shareholder approved Directors’
Remuneration Policy, our FY24 annual bonus for
our Executive Directors will be operated with a
maximum pay-out potential of 200% of base salary,
being £2,000,000 in respect of Michael Murray and
£500,000 in respect of Chris Wootton; and
there will be no further ESS awards made to the
Executive Directors in FY24.
FRASERS GROUP PLC
ANNUAL REPORT 2023
90
Format of the Report and Matters to be Approved
at Our 2023 AGM
At the FY23 AGM, shareholders will be asked to approve
the Directors’ Remuneration Report for FY23. 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 support of the
resolution to approve the Directors’ Remuneration
Report to be tabled at the FY23 AGM. The Remuneration
Committee is happy to receive feedback from
shareholders at any time in relation to our remuneration
policies and will be available at the AGM to answer any
questions you may have.
Nicola Frampton
Chair of the Remuneration Committee
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
91
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 56 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. We have also made a
number of minor textual changes to remove out-of-date
references to Mike Ashley as a full-time Executive Director.
FRASERS GROUP PLC
ANNUAL REPORT 2023
92
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.
Although salaries for
Executive Directors 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, 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.
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, 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 2023
93
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 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.
Awards will vest subject
to an absolute share price
target of £15. The share
price must be over the
target for any period of
30 consecutive dealing
days during the four-year
performance period and
an additional vesting target
of achieving an adjusted
PBT of at least £500m was
added at the 2022 AGM.
The Committee may set
additional performance
conditions on awards under
the Executive Share Scheme,
as it considers appropriate.
For information: there are
three 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 2023
94
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
Michael Murray
20/09/2022
6 months
England &
Wales
Chris Wootton
06/03/2017
6 months
England &
Wales
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 100 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 2024
1
Nicola
Frampton
Non-executive
Director
1 October 2018
30 September 2024
Richard
Bottomley
Non-executive
Director
1 October 2018
30 September 2024
Cally Price
Non-executive
Workforce
Director
6 October 2020
5 October 2024
1
(1)
The original three year terms of appointment for David Brayshaw and Cally Price
have been extended for a further two 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 (FY22: £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 FY23 the Group paid awards
and incentives to colleagues of approx. £23m (FY22:
approx. £15m). 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.
There are two related but distinct parts to the Fearless
FRASERS GROUP PLC
ANNUAL REPORT 2023
95
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.
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 FY23. 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 30 April
2023 and how our Directors’ Remuneration Policy will be
applied in the year commencing 1 May 2023.
Base Salary and Fees
Michael Murray will waive his £1,000,000 per annum
salary for FY24 (noting that Michael waived his salary
for FY23, in order to focus on achieving the ESS award
targets and to align with shareholders’ interests.) Chris
Wootton’s salary will remain at £250,000 per annum
(FY23: £250,000).
Fees for the Chair and Non-Executive Directors are
normally reviewed annually. In respect of fees for FY24,
David Daly will receive an annual fee of £200,000 (FY23:
£200,000) for his role as Chair. Richard Bottomley will
receive £75,000 for his role as Senior Independent
Director (FY23: £75,000). David Brayshaw and Nicola
Frampton will each receive a fee of £65,000 (FY23:
£65,000) for their roles as Non-Executive Directors.
Cally Price will receive a fee of £20,000 (FY23: £20,000)
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 (FY22: none).
Annual Bonus Scheme
Michael Murray and Chris Wootton will be eligible to
earn a bonus in respect of FY24. 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. Due to issues
of commercial sensitivity, the Committee does not
believe it is in shareholders’ interests to disclose any
further details of these performance metrics and/
or targets on a prospective basis. The Committee will
provide appropriate and relevant levels of retrospective
disclosure of the assessed criteria applied to the FY24
bonus in next year’s Directors Remuneration Report.
Any such bonus shall be of up to 200% of salary,
noting that Michael Murray’s potential bonus will be
determined by reference to his contractual salary,
despite his decision to waive his salary for FY24. This
means the Executive Directors will be eligible for a
maximum pay-out potential of £2,000,000 in respect
of Michael Murray and £500,000 in respect of Chris
Wootton, and any bonus earned in excess of 100% of
salary may be subject to deferral.
Long-Term Incentives
Michael Murray and Chris Wootton have both received
awards under the 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 in FY23.
Awards under the Executive Share Scheme are due
to vest after a four-year performance period ending
in October 2025, subject to a stretching absolute
share price performance target of £15 (for at least 30
consecutive trading days).
In addition to the share price performance measure,
awards under the Executive Share Scheme will be
granted subject to three underpins requiring:
i.
satisfactory performance ratings for the Executive
Director during the term of the award;
ii.
anticipated delivery of the Company’s Elevation
strategy; and
iii.
achieving adjusted PBT of at least £500m in a single
financial year.
FRASERS GROUP PLC
ANNUAL REPORT 2023
96
Single Figure Table (Audited)
The aggregate remuneration provided to individuals who have served as Directors in the period ended 30 April 2023 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
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
Executive Directors
Michael Murray
(2)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Chris Wootton
250
250
-
-
-
-
-
-
1
1
251
251
251
251
-
-
Mike Ashley
(3)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Non-Executive Directors
David Daly
200
150
-
-
-
-
-
-
-
-
200
150
200
150
-
-
David Brayshaw
65
65
-
-
-
-
-
-
-
-
65
65
65
65
-
-
Nicola Frampton
65
65
-
-
-
-
-
-
1
1
66
66
66
66
-
-
Richard Bottomley
75
65
-
-
-
-
-
-
-
-
75
65
75
65
-
-
Cally Price
20
15
-
-
-
-
-
-
-
-
20
15
20
15
-
-
Anouska Kapur
(4)
-
22
-
-
-
-
-
-
-
-
-
22
-
22
-
-
Total
675
632
-
-
-
-
-
-
2
2
677
634
677
634
-
-
(1)
Pensions are provided via a defined contribution to the Company stakeholder pension scheme (see note 37).
(2)
Michael Murray waived his salary for FY23 (normally £1m per annum).
(3)
Mike Ashley stepped down from the Board on 19 October 2022.
(4)
Anouska Kapur stepped down from the Board on 21 December 2021.
Further Information on the FY22 Annual Bonus (Audited)
Michael Murray received no bonus in respect of FY23.
Chris Wootton received no bonus in respect of FY23 (FY22: £nil).
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 FY23 (FY22: 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 30 April 2023
(or if earlier the date
of leaving the Board)
Ordinary Shares held
at 24 April 2022
(or if earlier the date
of leaving the Board)
Mike Ashley (1)
330,000,000
330,000,000
Michael Murray (2)
-
N/A
Chris Wootton
-
-
David Daly
34,680
31,563
Nicola Frampton
5,732
5,732
David Brayshaw
31,611
31,611
Richard Bottomley
10,000
10,000
Cally Price
-
-
(1)
Mike Ashley stepped down from the Board on 19 October 2022.
(2)
As at 30 April 2023 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.
There has been no change to the interests reported above between 30 April 2023 and 26 July 2023 (being the latest
possible date for inclusion in the 2023 Annual Report). The Company did not receive any notifications under DTR 5
FRASERS GROUP PLC
ANNUAL REPORT 2023
97
between 30 April 2023 and 26 July 2023.
In addition, Executive Directors hold outstanding scheme interests under the Executive Share Scheme as follows:
Executive Director
Awards held at
24 April 2022
Awards granted during
the year
(1)
Awards lapsed during
the year
Awards held at
30 April 2023
Michael Murray
-
6,711,409
-
6,711,409
Chris Wootton
(2)
600,000
-
-
600,000
(1)
The award to Michael Murray was granted on 19 October 2022 in the form of a nominal share
option and has a face value of £43.15m, based on a closing share price of 643 pence per share
on the date of grant.
(2)
Award granted to Chris Wootton is in the form of a conditional share award.
Awards under the Executive Share Scheme are subject to a stretching share price target measured over a four-year
performance period to October 2025. The awards to the Executive Directors are subject to a share price target of £15
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;
ii.
anticipated delivery of the Company’s Elevation strategy; and
iii.
achieving adjusted PBT of at least £500m in a single financial year.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
98
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
FY23 - Michael Murray
(1)
Nil
N/A
FY23 - Mike Ashley
(1)
Nil
N/A
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
(2)
Nil
N/A
FY17 – Dave Forsey
(3)
£62,500
N/A
FY16 – Dave Forsey
£150,000
N/A
FY15 – Dave Forsey
£150,000
(4)
0%
(4)
FY14 – Dave Forsey
£150,000
N/A
(1)
Michael Murray was appointed as Chief Executive with effect from 1 May 2022 and reflects his remuneration from this date.
Mike Ashley stood down as Chief Executive from 1 May 2022.
(2)
Mike Ashley was appointed as Chief Executive with effect from 22 September 2016.
(3)
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.
(4)
In the FY15 Annual Report, this chart included a total remuneration figure for FY15 of £6,760,000 and 100% vesting of the
Executive Share Scheme, reflecting the satisfaction of the performance conditions for an award over 1,000,000 shares due
to vest in 2017. On 6 June 2016 Dave Forsey informed the Company and the Committee of his decision to forego this award.
Accordingly, the chart above has been updated to reflect the decision to forego the award.
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 Michael Murray, who
was the CEO during FY23, chose to waive his salary for FY23.
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 FY22 and FY23, FY21 and FY22 and between FY20 and FY21.
% Change From FY22 To FY23
% Change From FY21 To FY22
% Change From FY20 To FY21
Salary or fees
Benefits
Bonus
Salary or fees
Benefits
Bonus
Salary or fees
Benefits
Bonus
Employees
14%
22%
35%
23%
31%
1%
(13%)
(21%)
8%
Executive Directors
Michael Murray
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Mike Ashley
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Chris Wootton
0%
0%
0%
67%
0%
(100%)
70%
0%
100%
Non-Executive Directors
David Daly
33%
N/A
N/A
50%
N/A
N/A
0%
(100%)
(100%)
Nicola Frampton
0%
N/A
N/A
30%
N/A
N/A
0%
0%
N/A
David Brayshaw
0%
N/A
N/A
30%
N/A
N/A
0%
(100%)
N/A
Richard Bottomley
15%
N/A
N/A
30%
N/A
N/A
0%
(100%)
N/A
Cally Price
33%
N/A
N/A
N/A
N/A
N/A
50%
N/A
N/A
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 for each of the financial years from 2020 onwards 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
FRASERS GROUP PLC
ANNUAL REPORT 2023
99
financial statements for FY23 and FY22) and the
Company’s share price (calculated as at the close of
business on the last dealing day of FY23 and FY22).
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.
FY23
FY22
Percentage
change
Distributions to
shareholders by
way of dividends
and share
buybacks
£155,300,000
£193,200,000
(19.6%)
Investment*
£605,600,000
£504,200,000
20.1%
Group-wide
expenditure on pay
for all employees
£657,000,000
£532,900,000
23.3%
Share price
(pence)**
768.5
690
11.4%
* Comprises of increases in working capital, acquisitions and capital expenditure in the
year (see Consolidated Cash Flow Statement) as the Board believes these to be the most
relevant measures of the Group’s investment in future growth.
** For these purposes, the share price for FY23 and the share price for FY22 are calculated
at the close of business on 28 April 2023 and 22 April 2022 respectively, being the last
dealing days prior to the period ends.
Remuneration Committee
During FY23, 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 83.
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
Michael Murray, the Chief Executive, Chris Wootton,
the Chief Financial Officer, and other senior executives
have advised or materially assisted the Committee
throughout FY23 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’) were appointed
by and 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 £35,912
plus VAT have been paid for its services during the year
(FY22: £75,889 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
100
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:
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
Directors’ 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.
What Has the Committee Done
During the Year?
Approved proposed amendments to the Executive
Share Scheme for the CFO, COO and CCO to
increase the share price target to £15 (aligned
with the target for the CEO award) and include an
adjusted PBT target of at least £500m in a single
financial year.
Monitored implementation of the Fearless 1000
share scheme to ensure that points are allocated
regularly by senior executives.
Reviewed and considered comments from
investors regarding remuneration arrangements
for senior executives.
Approved updated terms of reference for the
Remuneration Committee.
Monitored pay and benefit arrangements for
colleagues, and the impact on retention
and recruitment.
The Remuneration Committee meets several times a
year, with 3 formal meetings and a number of ad hoc
meetings held during FY23.
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 FY23; and
taking into consideration Company performance
during FY23 and feedback from the Non-Executive
Workforce Director regarding pay and employment
conditions of colleagues, remuneration for our
Directors remains appropriate.
FRASERS GROUP PLC
ANNUAL REPORT 2023
101
Shareholder Voting
The following table sets out actual voting in respect of the resolution to approve the Directors’ Remuneration Report
for the period ended 24 April 2022 at the 2022 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 24 April 2022
383,427,320
87.77
53,427,652
12.23
436,854,972
2,968
Directors’ Remuneration Policy
385,510,465
84.92
68,480,849
15.08
453,991,314
15,650
Nicola Frampton
Chair of the Remuneration Committee
on Behalf of the Board
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
102
AUDIT COMMITTEE REPORT
Dear Shareholder
I am pleased to present the report of the Audit
Committee (the Committee) for the 53-week period
ended 30 April 2023. The report sets out the Committee’s
work and areas of focus during the year, which has
continued to include the ongoing war in Ukraine and the
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 since their appointment in 2019 as
our External Auditor and we value the integrity, strength
and depth of their audit and approach.
We have continued to make strong progress against
our continuous improvement assurance agenda across
governance, risk and control. We are pleased that the
Government’s response on strengthening the UK’s
audit corporate reporting and corporate governance
systems have been published and we look forward to
the time-frames of these changes taking place in the
year ahead.
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 113) and that the
Group is viable over its assessment period (see page 75).
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 84 to 86 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 four times during the year.
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 2023
103
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;
monitoring climate related risks; 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;
reviewed its Terms of Reference; and
together with the Board, considered the
Committee’s own effectiveness.
FRASERS GROUP PLC
ANNUAL REPORT 2023
104
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 60. 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:
key legislative and regulatory obligations, including
data protection and oversight of the Government’s
response for audit and governance reform -
strengthening controls over financial reporting;
cyber risk and data loss prevention, including
strengthening of our information security capability;
reviewing the risks around our People, reviewing
the key performance indicators of Attract, Retain,
Develop, Engage and Perform;
continued updates on the governance policies
review and reporting;
reviewing significant accounting judgements
and estimates;
the valuation of assets and inventory 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;
warehouse inventory controls;
the Group’s banking arrangements.
The Committee has reviewed the Group’s internal
controls and concluded they are effective.
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 Government’s response to changes in Audit and
Corporate Governance and we look forward to the dates
of these changes being announced in due course.
FRASERS GROUP PLC
ANNUAL REPORT 2023
105
External Auditor
The Committee was pleased to recommend the
reappointment of RSM as External Auditor for FY24
following a robust external audit review of FY23. The
length of tenure of RSM as external auditors is four years.
The last audit tender was conducted in FY20.
RSM has reported to the Committee that, in its
professional judgment, 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. During FY23 RSM undertook a
working capital review and performed agreed upon
procedures in relation to the interim financial statements.
The non-audit services provided are in line with
Group policy.
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 53 weeks ended 30 April
2023. 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 30 April 2023, 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 2023
106
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, inflation and the broader economic downturn.
The Group enacted the one year extension to our Group facility and now have a combined term loan and revolving credit
facility (RCF) of £1,052.5m until November 2024 and £1,002.5m until November 2025, with the possibility to extend this by a
further year.
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.
Impairment of right-of-use
assets; property, plant
& equipment; freehold
property and related
property provisions
The Committee has reviewed and challenged management’s impairment testing, including the key assumptions and
methodologies used. The projected cash flows and discount rates were considered appropriate, within the context of the
changes in consumer behaviour and economic uncertainties.
Impairment of
intangible assets
The Committee has reviewed and challenged management’s impairment of intangible assets, including the key assumptions
and methodologies used. The projected cash flows and discount rates were considered appropriate, within the context of the
current anticipated performance of each of the cash generating units.
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.
Impairment allowance on
trade receivables
The Committee has challenged managements’ judgements and estimates on provisioning levels. The Committee is satisfied
the underlying approach is consistent with Studio Retail’s prior periods provisioning 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.
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.
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. The Committee is satisfied that the disclosures
and approach are appropriate.
Business combination
accounting
The Committee has reviewed the work performed by management in respect of the acquisitions in the year, specifically,
in relation to the valuation of net assets at the date of acquisition. The Committee is satisfied that the acquisitions, and
presentation of these, represents a true and fair view and that the date of control, estimates and judgements used by
management are appropriate.
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 FY24. I monitor and assess the effectiveness of the Committee regularly as Chair and invite input from the External
Auditor on this.
Key Objectives for FY24
The Committee’s key objectives for FY24 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
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
107
DIRECTORS’ REPORT
The Directors of Frasers Group Plc present their Annual
Report and Accounts for the period ended 30 April 2023.
The Group’s Corporate Governance Statement is set out
on page 77 and forms part of the Directors’ Report.
Principal Activities and Business Review
The Chief Executive’s Report and Business Review on
page 20 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 59. The financial position of the Group, its cash
flow, liquidity position and borrowing facilities are
described in the Financial Review on page 31. The
Strategic Report on pages 10 to 75 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;
offering UK customers a flexible repayment
proposition
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 20.
Results for the Period and Dividends
Revenue for the 53 weeks ended 30 April 2023 was
£5,565.2m and profit before tax was £620.7m compared
with £4,805.3m and £335.6m 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 20 and 31 respectively.
The Board has decided not to propose a dividend in
relation to FY23 (FY22: 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 27 July 2023 and the period end, there were
640,602,369 ordinary shares of 10p in issue and fully
paid, of which 183,115,526 were held in treasury. As at
the period end there were 173,127,025 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
108
Authority to Issue Shares
The Directors were authorised to allot shares in the
capital of the Group up to an aggregate nominal
amount of £15,915,926 (being approx. one third of the
then issued share capital) for the period expiring at the
end of the 2023 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 £31,831,852, in connection with a
rights issue.
An authority to allot shares up to a maximum nominal
value of £2,387,389 (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 £2,387,389 (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.
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 71,573,916, representing
14.99% of the Company’s issued ordinary share capital
at the 2022 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 30 April 2023, the Company
purchased 21,886,851 ordinary shares under the Share
buyback programmes that commenced on 25 April 2022
and 20 February 2023. The nominal value of the shares
purchased was 10p for a consideration of £155.3m (3.4%
of total share capital). 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
109
As at 30 April 2023, 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
70.58%
Indirect
Phoenix Asset
Management
Partners Limited
(2)
35,727,677
7.0%
Direct
Odey Asset
Management LLP
(3)
14,366,192
3.0%
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 (64.92%
of the issued ordinary share capital of the Company) and 26,492,540 ordinary
shares (5.67%) of the issued ordinary share capital of the Company) respectively.
(2)
On 25 May 2023 the Company was advised of a decrease in the shareholding of
Phoenix Asset Management Partners Limited to 23,189,019 (4.96%), being the last
date on which the Company was notified of a change in the percentage of shares.
(3)
These figures are as at 21 December 2022, being the last date on which the
Company was notified of a change in the percentage of shares.
Between 30 April 2023 and 26 July 2023 (being the latest
practicable date prior to the publication of this Report)
Mike Ashley’s shareholding increased to 330,069,000
held via MASH Beta Limited and MASH Holdings
Limited, which hold 303,507,460 ordinary shares (64.92%
of the issued ordinary share capital of the Company)
and 26,561,540 ordinary shares (5.68% 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.
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 90. The
Fearless 1000 share scheme remains in place and is due
to benefit colleagues in 2025, should the parameters of
that scheme be met.
FRASERS GROUP PLC
ANNUAL REPORT 2023
110
Colleague Involvement
The Group currently has approx. 32,000 colleagues in its
stores, offices and warehouses.
We have continued with levelling up our communication
across the business, launching a new company intranet,
continued our roll out of MS Teams to all colleagues
and building on our Monthly newsletters and bi annual
webinars from leadership, keeping all colleagues
informed of what is happening across the business.
In October 2022 we launched our first Frasers Group
engagement survey to all colleagues across the Group.
This provided our colleagues the opportunity to share
feedback on topics such as our values, communication,
leadership and recognition. Over 17,000 colleagues
completed the survey, providing us with valuable insight
into what we are doing well as an employer and what
they would like to see us work to improve. We achieved
an engagement score of 66, which is a positive result
for our first survey. We have now made Engagement a
key KPI across Frasers Group, cementing our strategic
ambition to build the best team on the planet.
The Company has elected a Workers’ Representative,
Cally Price, who attends all Board meetings as a
non-executive director and provides feedback from
employees to the Board. During the year the “Ask Cally”
app was launched. The App allows any employee
to submit a question or raise an issue directly with
the Non-executive Workforce Director, Cally Price,
and receive a personal response. The Company has
recently introduced CEO sessions where employees
are invited to interactive face to face sessions to
discuss different facets of the business with Michael
Murray and senior management.
Engagement and progress with action plans will
continue to be a focus for us, both following up with
Leaders on their local actions, and regular Group wide
communications sharing with colleagues our progress
on improving the things they’ve told us are opportunities
and are important to them. Our efforts to increase
colleague engagement will be measured in our next
annual survey in October 2023.
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 104
colleagues were ‘Frasers Champions’ in the year.
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 Strategic Report on page 10 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
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 43.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
111
Charitable and Political Donations
During the year, the Group made charitable donations
of £6.0k (2022: £6.6k) 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 (2022: 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 100 to 102. The
membership of the Board of Directors has largely
remained the same throughout FY23 with the exception
that Mike Ashley resigned as a director on 19 October
2022 and Michael Murray was appointed as CEO 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 30
April 2023, and at the date of this Report, are shown in
the Directors’ Remuneration Report on page 90.
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.
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 FY23 questionnaire.
The Company has entered into a Relationship
Agreement with Mike Ashley, whose wholly-owned
companies, MASH Holdings Limited and MASH Beta
Limited, hold approx. 5.66% and 64.92% respectively
of the issued share capital of the Company (excluding
treasury shares) as at 30 April 2023. This agreement is
described in the Directors’ Report on page 108.
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 as at the date of this report.
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 30 April 2023 nor for the period ended
24 April 2022.
FRASERS GROUP PLC
ANNUAL REPORT 2023
112
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
Page 99
(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 109
(12) Shareholder waivers of dividends
Page 108
(13) Shareholder waivers of future
dividends
N/A
(14) Agreements with controlling
shareholders
Page 109
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 2025 with a
one-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.
Furthermore, as per the outlook statement, the
Directors are confident of achieving an Adjusted
PBT of between £500m to £550m during FY24. On
this basis, the Directors continue to adopt the going
concern basis for the preparation of the Annual
Report and Financial statements.
FRASERS GROUP PLC
ANNUAL REPORT 2023
113
Accountability and Audit
A statement by the External Auditor can be found on
page 116 detailing its reporting responsibilities. The
Directors fulfil their responsibilities, and these are set out
in the Directors’ Responsibilities Statement on page 115.
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 36 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.
Carbon And Energy Reporting
Carbon and Energy reporting is discussed in the ESG
report on pages 37 to 48.
By Order of the Board
Robert Palmer
Company Secretary
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
114
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 84 to 86 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
26 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
115
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 30 April 2023 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 significant
accounting policies. The financial reporting framework
that has been applied in the preparation of the group
financial statements is applicable law and UK-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 30 April 2023 and of the group’s profit
for the period then ended;
the group financial statements have been properly
prepared in accordance with UK-adopted
International Accounting Standards;
the parent company financial statements have
been properly prepared in accordance with 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
regulatory provisions
Impairment of Studio Retail
trade receivables
Accounting for business
combinations
Group – event driven risks
Materiality
Group
Overall materiality: £15.3m
(2022: £17.0m)
Performance materiality:
£10.0m (2022: £11.0m)
Parent Company
Overall materiality:
£14.5m (2022: £5.4m)
Performance materiality:
£9.4m (2022: £3.5m)
Scope
Our audit procedures covered
86% of revenue (2022: 83%),
91% of total assets (2022: 86%)
and 92% of profit before tax
(2022: 91%).
FRASERS GROUP PLC
ANNUAL REPORT 2023
116
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the group 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 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 30 April 2023, the Group Consolidated Balance Sheet records inventory of £1,464.9m (2022: £1,277.6m). This
amount is net of an inventory provision of £220.6m (2022: £236.7m).
As described in note 2 to the financial statements, management used an inventory provisioning model which
calculated a provision by category of inventory based on historical experience, pricing and discounting strategies
and management’s assessment of risk. This model was a revised model when compared with previous years.
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. This included
consideration of the appropriateness of the new provision model in addressing the risk associated with the
inventory population.
Critically challenged the assumptions made in the inventory provision model in respect of the expected level of
future losses anticipated to be incurred in respect of current stock, including:
The basis on which expected losses were calculated and whether the assumptions included in the
calculations were realistic based on historical experience and the current trading environment.
The level of current and continuity inventory which was expected to roll into the out of season category
based on historical experience and the current trading environment.
The assumption that inventory which is sold when the product is current season or continuity inventory
does not generate losses.
Whether different assumptions and estimates should be applied for different fascias given the
differentiated product mix.
Considered management’s assumptions in respect of inventory obtained via recent acquisitions to determine
whether inventory provisions were sufficient based on the expected route for selling this inventory.
As a result of our findings from challenging management’s model, we independently developed an alternative model
that applied the results of our testing of management’s model to the inventory population. This included forming 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
We are satisfied with the estimates and judgements made by management and the resulting inventory provisions
and related disclosures are appropriate.
FRASERS GROUP PLC
ANNUAL REPORT 2023
117
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 of £23.9m (2022: £106.5m), right of use assets of
£43.1m (2022: £76.8m) and related PPE of £32.2m (2022: £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.
Sensitising the assumptions in management’s impairment models.
Testing 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
We are satisfied that the judgements and estimates applied, the impairment charges recorded and the related
disclosures in the financial statements are appropriate.
FRASERS GROUP PLC
ANNUAL REPORT 2023
118
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 £123.5m (2022:
£230.2m) relating to legal and regulatory matters, £16.0m (2022: £41.6m) in relation to financial services regulatory
matters and £166.7m (2022: £161.2m) relating to property provisions which principally comprise provisions for
dilapidations on leasehold properties.
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, regulatory and other commercial claims and significant judgement
is required in determining whether a provision should be recorded and for what amount. Regulatory provisions
include amounts in respect of non-UK tax matters and financial services regulatory matters relating to the Studio
Retail business.
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 regulatory
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 regulatory matters.
Utilising experts to assist the audit team in understanding the completeness of amounts included within
regulatory provisions relating to non-UK tax matters
Auditing the movement in provisions, including amounts released during the year and checking for completeness
through the review of ongoing claims for dilapidations and through circularisation of legal advisors in relation to
legal and regulatory matters.
Key observations
We are satisfied that the judgements and estimates applied in determining property, legal and regulatory provisions
and the associated disclosures are appropriate.
Impairment of Studio Retail trade receivables
Key audit matter description
Studio Retail Limited (SRL) has significant trade receivables as a result of credit facilities which are offered
to customers. These are recovered through instalments. As detailed in note 23 to the financial statements, the
Consolidated Balance Sheet includes gross credit customer receivables of £326.0m (2022: £372.7m) with an
associated expected credit loss provision recognised of £100.1m (2022: £138.5m).
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 reviewing and challenging the work of the component auditor,
assessing the validity of the provision 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 acceptable.
FRASERS GROUP PLC
ANNUAL REPORT 2023
119
Accounting for business combinations
Key audit matter description
During the period ended 30 April 2023 the group completed nine business acquisitions with a combined total
consideration of £120.0m. There is a risk of material misstatement to the financial statements from the application
of IFRS 3 ‘Business combinations’ and the related fair value measurement of the consideration paid, assets acquired
and the liabilities assumed in accordance with IFRS 13: Fair Value Measurement.
An impairment charge of £47.5m has been recognised in the period in respect of the goodwill and separately
identifiable intangible assets which arose as a result of the business combination accounting, following
management’s review of the recoverable amount of these assets.
We therefore identified the business combination accounting and the subsequent impairment of the goodwill and
separately identifiable intangible assets as a key audit matter for both the accuracy and valuation assertions.
How the matter was addressed in
the audit
Our audit work in relation to the business combination accounting, included:-
Obtaining and reviewing management’s accounting papers to assess whether the acquisition accounting and
fair value adjustments are appropriate and in accordance with the financial reporting framework.
Agreeing the consideration paid to purchase agreements and bank statements.
Obtaining and reviewing management’s assessment of the date at which control was obtained and obtaining
appropriate evidence to support this.
Critically challenging management’s judgements in relation to fair value adjustments and recognition of
separately identifiable intangible assets including the rationale for subsequent impairments.
Considering whether the financial statement disclosures in relation to the
acquisition provide users with an accurate and balanced understanding of the transaction.
Key observations
Based on the procedures performed we consider that the Group’s accounting for business combinations, fair value
adjustments and related disclosures are acceptable.
There were no key audit matters relating to the parent company.
Changes to Key Audit Matters
In the prior year we reported a key audit matter in respect of the acquisition of the trade and certain assets (including
credit impaired assets) of Studio Retail Group. Following the finalisation of the business combination accounting
during the period, we no longer consider to this to be a key audit matter.
FRASERS GROUP PLC
ANNUAL REPORT 2023
120
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
£15.3m (2022: £17.0m)
£14.5m (2022: £5.4m)
Basis for determining overall materiality
Materiality for the Group financial statements as a
whole was set at £15.3m (2022 £17.0m), The metric
used to determine materiality was normalised
profit before tax.
Our assessment of normalised profit before tax
of £338.8m was based on the Group’s disclosed
adjusted profit before tax of £478.1m as disclosed in
note 4 to the financial statements and subtracting
the profit on sale of properties (£95.4m) and
the gain on the sale of discontinued operations
(£43.9m). We adjusted for these items as they do
not represent the normal continuing operations of
the group.
Our group materiality is equivalent to 2.3% of
reported profit before tax and 4.5% of normalised
profit before tax as calculated above.
(2022: 5% of profit before tax)
Materiality for the Parent company as a whole was
set at 1% of total assets (capped at 95% of overall
Group materiality).
(2022: 1% of total assets capped at an allocation of
overall Group materiality)
Rationale for benchmark applied
We considered a range of profit-based measures
when determining a materiality benchmark.
We used normalised profit before tax because,
in our professional judgement this resulted in
a materiality level that was, in our view, more
reflective of the underlying recurring profit
generation of the Group.
The overall materiality level applied is lower than
that which would have been determined with
reference to a statutory profit before tax measure.
We applied a lower level of materiality to the audit
of components and, in accordance with ISA (UK)
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
£10.0m (2022: £11.0m)
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.
£9.4m (2022: £3.5m)
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
(2022: 65% of overall materiality)
65% of overall materiality
(2022: 65% of overall materiality)
Reporting of misstatements to the
Audit Committee
Misstatements in excess of £0.8m (2022: £0.8m)
and misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
Misstatements in excess of £0.7m (2022: £0.56m)
and misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
FRASERS GROUP PLC
ANNUAL REPORT 2023
121
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
the Baltics, Denmark, Ireland, Malaysia and the
United States, we engaged RSM member firms and
other component auditors to perform full scope
component audits. Additionally, component auditors
attended inventory counts in a number of locations.
In relation to Studio Retail Limited, component
auditors were engaged to perform full scope audit
procedures.
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 86% of consolidated revenues,
83% of total assets and 91% of profit before tax.
The operations that were subject to targeted audit
procedures made up 0% of consolidated revenues, 8%
of total assets and 1% of profit before tax; and
The remaining operations of the Group, for which
the results are highly disaggregated across a large
number of non-significant components, 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 14%
of consolidated revenues, 9% of total assets and 8% of
profit before tax.
The coverage achieved by our audit procedures was:
Full scope audits were performed for 11 components
(some of which included a number of legal entities which
were combined for group reporting purposes), targeted
audit procedures for 4 components and analytical
procedures at group level for the remaining components.
Number of
components
Revenue
Total assets
Profit
before tax
Full scope
audit
11
86%
83%
91%
Targeted audit
procedures
4
0%
8%
1%
Total
15
86%
91%
92%
Analytical procedures at group level were performed for
the remaining components.
The Group team visited three component locations in
the UK and a component location in Malaysia, and
attended video conference calls and performed remote
file reviews for components in the Baltics, Denmark,
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 2023
122
The Impact of Climate Change on the Audit
In planning our audit, we considered the potential
impact of the possible risks arising from climate change
on the Group’s and Parent Company’s business and
financial statements and obtained an understanding
of how management identifies and responds to
climate-related risks. Further information on the Group’s
commitments is provided in the Group’s Task Force
for Climate-Related Financial Disclosures (“TCFD”)
disclosures on page 48.
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 Parent Company and the sector within
which they operate, to understand the extent of the
potential impact of climate change on the financial
statements.
Taking account of the nature of the business, our
findings in respect of impairment testing and review of
the director’s going concern and viability assessments,
to changes in regulation, weather patterns and business
activities, we have not assessed climate-related risk to
be significant to our audit. There was also no impact on
our key audit matters.
In accordance with our obligations with regards to
other information, we have read the Group’s TCFD
statement 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-related risk disclosures set
out on pages 48 to 56 within 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 30 April 2023 actual figures
Checking management’s covenant compliance
calculations to determine whether there is a risk
of breach and assessing 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 director’s 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
123
Other Information
The other information comprises the information
included in the annual report 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.
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 course of 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 this gives rise to a material misstatement in the
financial statements themselves. 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.
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
the Strategic Report and the Directors’ Report
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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
124
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 and 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 113;
Directors’ explanation as to their assessment of
the group’s prospects, the period this assessment
covers and why the period is appropriate set out
on page 75;
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 113;
Directors’ statement on fair, balanced and
understandable set out on page 106;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on page 59;
The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on page 83; and,
The section describing the work of the Audit
Committee set out on page 103.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities
statement set out on page 115, 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
125
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:
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
effectiveness 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 a component auditor 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.
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;
reviewing the design and implementation of 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 determined to be as follows:-
UK-adopted International Accounting Standards and
FRS 102, the UK Companies Act, Financial Conduct
Authority regulations, including the Listing Rules and
tax legislation.
FRASERS GROUP PLC
ANNUAL REPORT 2023
126
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 period ending 26 April 2020 and
subsequent financial periods.
The period of total uninterrupted consecutive
appointments is 4 years, covering the periods ending 26
April 2020 to 30 April 2023.
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 in accordance with ISAs (UK).
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.
Mark Harwood (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP,
Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
27 July 2023
FRASERS GROUP PLC
ANNUAL REPORT 2023
127
CONSOLIDATED INCOME
STATEMENT
For the 53 weeks ended 30 April 2023
Note
Continuing
operations
53 weeks ended
30 April 2023
Discontinued
operations
53 weeks ended
30 April 2023
Total
53 weeks ended
30 April 2023
Continuing
operations
52 weeks ended
24 April 2022
Discontinued
operations
52 weeks ended
24 April 2022
Total
52 weeks ended
24 April 2022
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Revenue
5,441.3
8.5
5,449.8
4,672.9
114.2
4,787.1
Credit account interest
115.4
-
115.4
18.2
-
18.2
Total revenue (including
credit account interest)
4
5,556.7
8.5
5,565.2
4,691.1
114.2
4,805.3
Cost of sales
(3,175.5)
(4.4)
(3,179.9)
(2,647.2)
(56.1)
(2,703.3)
Impairment losses on credit
customer receivables
(15.5)
-
(15.5)
(13.3)
-
(13.3)
Gross profit
4
2,365.7
4.1
2,369.8
2,030.6
58.1
2,088.7
Selling, distribution and
administrative expenses
(1,968.0)
(4.0)
(1,972.0)
(1,557.3)
(31.5)
(1,588.8)
Other operating income
5
41.0
0.1
41.1
45.4
2.6
48.0
Property related
impairments
17, 18
(99.6)
-
(99.6)
(227.0)
-
(227.0)
Exceptional items
6
97.1
-
97.1
(1.3)
-
(1.3)
Profit on sale of properties
7
95.4
-
95.4
10.8
-
10.8
Operating profit
4,8
531.6
0.2
531.8
301.2
29.2
330.4
Gain on sale of subsidiaries/
discontinued operations
16,20
17.6
26.3
43.9
-
-
-
Investment income
10
112.6
-
112.6
43.8
-
43.8
Investment costs
11
(4.6)
-
(4.6)
(19.7)
-
(19.7)
Finance income
12
46.1
-
46.1
30.3
-
30.3
Finance costs
13
(69.0)
(0.1)
(69.1)
(48.9)
(0.3)
(49.2)
Profit before taxation
634.3
26.4
660.7
306.7
28.9
335.6
Taxation
14
(159.3)
(0.1)
(159.4)
(75.5)
(3.2)
(78.7)
Profit for the period
4
475.0
26.3
501.3
231.2
25.7
256.9
ATTRIBUTABLE TO:
Equity holders of the Group
461.7
26.3
488.0
224.1
25.7
249.8
Non-controlling interests
13.3
-
13.3
7.1
-
7.1
Profit for the period
4
475.0
26.3
501.3
231.2
25.7
256.9
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Basic earnings per share
15
100.4
5.7
106.1
47.5
5.4
52.9
Diluted earnings per share
15
100.4
5.7
106.1
47.5
5.4
52.9
Discontinued operations relate to the Group’s US retail businesses which were disposed of during the year. See note 16.
The accompanying accounting policies and notes form part of these financial statements.
FRASERS GROUP PLC
ANNUAL REPORT 2023
128
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the 53 weeks ended 30 April 2023
Note
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£’m)
(£’m)
Profit for the period
4
501.3
256.9
OTHER COMPREHENSIVE (LOSS)/INCOME
ITEMS THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Fair value movement on long-term financial assets
21
9.9
(8.1)
Remeasurements of defined benefit pension scheme
37
(0.5)
(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
13.4
6.8
Foreign exchange impact of disposal of discontinued operations
26
(1.6)
-
Fair value movement on hedged contracts - recognised in the period
26,30
6.5
52.1
Fair value movement on hedged contracts – recognised time value of options
0.7
-
Fair value movement on hedged contracts - reclassified and reported in sales
26,30
(24.6)
-
Fair value movement on hedged contracts - reclassified and reported in inventory/cost of sales
26,30
(38.5)
7.5
Fair value movement on hedged contracts - taxation taken to reserves
26,30
14.6
(15.8)
OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE PERIOD, NET OF TAX
(20.1)
22.4
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
481.2
279.3
ATTRIBUTABLE TO:
Equity holders of the Group
467.9
272.2
Non-controlling interest
13.3
7.1
481.2
279.3
The total comprehensive income relating to discontinued operations is £24.7m (2022: £25.7m).
The accompanying accounting policies and notes form part of these financial statements.
FRASERS GROUP PLC
ANNUAL REPORT 2023
129
CONSOLIDATED BALANCE SHEET
As at 30 April 2023
Company number: 06035106
Note
30 April 2023
24 April 2022
(£’m)
(£’m)
ASSETS - NON CURRENT
Property, plant and equipment
17
1,150.7
1,011.0
Investment properties
18
131.3
89.2
Intangible assets
19
24.1
120.6
Long-term financial assets
21
289.6
206.6
Investment in associate undertakings
20
16.9
-
Retirement benefit surplus
37
0.8
2.2
Deferred tax assets
28
82.1
100.8
1,695.5
1,530.4
ASSETS - CURRENT
Inventories
22
1,464.9
1,277.6
Trade and other receivables
23
720.1
841.4
Derivative financial assets
30
79.3
116.5
Cash and cash equivalents
24
332.9
336.8
2,597.2
2,572.3
Assets in disposal groups classified as held for sale
16
-
40.0
TOTAL ASSETS
4,292.7
4,142.7
EQUITY
Share capital
25
64.1
64.1
Share premium
874.3
874.3
Treasury shares reserve
(644.2)
(488.9)
Permanent contribution to capital
26
0.1
0.1
Capital redemption reserve
26
8.0
8.0
Foreign currency translation reserve
26
47.4
35.6
Reverse combination reserve
26
(987.3)
(987.3)
Own share reserve
26
(66.8)
(66.8)
Hedging reserve
26
14.0
55.3
Share based payment reserve
33.1
14.1
Retained earnings
2,275.5
1,778.1
Issued capital and reserves attributable to owners of the parent
1,618.2
1,286.6
Non-controlling interests
40.0
22.0
TOTAL EQUITY
1,658.2
1,308.6
LIABILITIES - NON CURRENT
Lease liabilities
27
560.3
503.6
Borrowings
27
749.7
827.9
Retirement benefit obligations
1.7
1.6
Deferred tax liabilities
28
15.7
40.4
Provisions
29
290.2
433.0
1,617.6
1,806.5
LIABILITIES - CURRENT
Derivative financial liabilities
30
66.5
107.2
Trade and other payables
31
711.9
729.8
Lease liabilities
27
119.6
117.0
Provisions
29
16.3
-
Current tax liabilities
102.6
50.9
1,016.9
1,004.9
Liabilities in disposal groups classified as held for sale
16
-
22.7
TOTAL LIABILITIES
2,634.5
2,834.1
TOTAL EQUITY AND LIABILITIES
4,292.7
4,142.7
The accompanying accounting policies and notes form part of these Financial Statements. The Financial Statements
were approved by the Board on 26 July 2023 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
FRASERS GROUP PLC
ANNUAL REPORT 2023
130
CONSOLIDATED CASH FLOW
STATEMENT
For the 53 weeks ended 30 April 2023
Note
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(restated)
(£’m)
(£’m)
Profit before taxation
660.7
335.6
Net finance cost
23.0
18.9
Net investment income
(108.0)
(24.1)
Gain on disposal of subsidiaries/discontinued operations
(43.9)
-
Operating profit
531.8
330.4
Depreciation of property, plant and equipment
262.3
246.6
Depreciation of investment properties
10.2
5.9
Amortisation of intangible assets
6.9
7.5
Impairment of tangible assets, intangible assets and investment properties
239.7
232.7
Gain on modification/remeasurement of lease liabilities
(26.8)
(28.3)
Profit on disposal of property, plant and equipment
(95.4)
(10.8)
Fair value gain on recognition of associated undertaking
(16.9)
-
Gain on bargain purchase
32
(56.1)
(4.8)
Share based payment charge in equity (excluding deferred tax)
19.0
9.2
Pension contributions less income statement charge
0.9
(1.6)
Operating cash inflow before changes in working capital
875.6
786.8
Decrease in receivables
95.8
79.6
Increase in inventories
(71.6)
(155.0)
(Decrease)/increase in payables
(132.4)
7.5
(Decrease)/increase in provisions
(132.5)
22.9
Cash inflows from operating activities
634.9
741.8
Income taxes paid
(93.2)
(121.0)
Net cash inflows from operating activities
541.7
620.8
Proceeds on disposal of property, plant and equipment and investment property
32.0
5.9
Proceeds from sale and leaseback transactions
185.6
9.5
Proceeds on disposal of listed investments
(1)
21
172.4
238.4
Proceeds in relation to equity derivatives
(1)
66.2
117.4
Disposal of subsidiary undertakings
16
46.5
1.0
Purchase of subsidiaries, net of cash acquired
16, 32
(28.0)
(0.2)
Purchase of property, plant and equipment and investment property
17, 18
(469.4)
(323.2)
Purchase of listed investments
21
(243.3)
(198.4)
Decrease/(increase) in deposits relating to equity derivatives
(2)
23
53.8
(112.9)
Investment income received
3.0
1.0
Finance income received
20.1
6.3
Net cash outflows from investing activities
(178.3)
(229.1)
Lease payments
(140.7)
(176.2)
Finance costs paid
(50.5)
(32.8)
Borrowings drawn down
27
616.8
1,374.4
Borrowings repaid
27
(695.0)
(1,484.4)
Proceeds from sale and leaseback transactions
54.5
1.5
Dividends paid to non-controlling interests
(0.7)
(1.3)
Purchase of own shares
(155.3)
(193.2)
Net cash outflows from financing activities
(370.9)
(512.0)
Net decrease in cash and cash equivalents including overdrafts
(7.5)
(120.3)
Exchange movement on cash balances
3.6
0.1
Cash and cash equivalents including overdrafts at beginning of period
336.8
457.0
Cash and cash equivalents including overdrafts at the period end
24
332.9
336.8
(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.
(2)
Movements in deposits relating to equity derivatives have been presented as a separate line item within net cash outflows from investing activities in the current year. Following a
reassessment, management have concluded that this is a more appropriate presentation of movements in these collateral deposits in line with IAS 7 Statement of Cash Flows. Prior
year information has been restated on an equivalent basis, resulting in a £112.9m increase to net cash inflows from operating activities and an equal and opposite increase to
net cash outflows from investing activities. The presentational adjustment does not have any impact on net decrease in cash and cash equivalents, the balance sheet, the Group’s
profit, or earnings per share in any of the periods presented.
The accompanying accounting policies and notes form part of these Financial Statements.
FRASERS GROUP PLC
ANNUAL REPORT 2023
131
 
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the 53 weeks ended 30 April 2023
Share
capital
Share
premium
(1)
Treasury
shares
Share-
based
payment
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 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-based payments
-
-
-
12.8
-
(0.1)
0.1
-
12.8
-
12.8
Purchase of own shares
-
-
(193.2)
-
-
-
-
-
(193.2)
-
(193.2)
Dividends paid to
non-controlling interests
-
-
-
-
-
-
-
-
-
(1.3)
(1.3)
Transactions with owners in
their capacity as owners
-
-
(193.2)
12.8
-
(0.1)
2.0
-
(178.5)
(3.2)
(181.7)
Profit for the financial period
-
-
-
-
-
-
249.8
-
249.8
7.1
256.9
Other comprehensive income
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
-
-
-
-
-
-
(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
Exchange differences
on translation of foreign
operations
-
-
-
-
6.8
-
-
-
6.8
-
6.8
Total comprehensive income
for the period
-
-
-
-
6.8
-
221.6
43.8
272.2
7.1
279.3
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
Acquisitions
-
-
-
-
-
-
-
-
-
4.0
4.0
Share-based payments
-
-
-
19.0
-
-
-
-
19.0
-
19.0
Purchase of own shares
-
-
(155.3)
-
-
-
-
-
(155.3)
-
(155.3)
Dividends paid to
non-controlling interests
-
-
-
-
-
-
-
-
-
0.7
0.7
Transactions with owners in
their capacity as owners
-
-
(155.3)
19.0
-
-
-
-
(136.3)
4.7
(131.6)
Profit for the financial period
-
-
-
-
-
-
488.0
-
488.0
13.3
501.3
Other comprehensive income
Cashflow hedges - recognised
in the period
-
-
-
-
-
-
-
6.5
6.5
-
6.5
Cashflow hedges - recognised
time value of options
-
-
-
-
-
-
-
0.7
0.7
-
0.7
Cashflow hedges - reclassified
and reported in sales
-
-
-
-
-
-
-
(24.6)
(24.6)
-
(24.6)
Cashflow hedges - reclassified
and reported in inventory/cost
of sales
-
-
-
-
-
-
-
(38.5)
(38.5)
-
(38.5)
Cashflow hedges - taxation
-
-
-
-
-
-
-
14.6
14.6
-
14.6
Fair value adjustment in
respect of long-term financial
assets
-
-
-
-
-
-
9.9
-
9.9
-
9.9
Remeasurements of defined
benefit pension scheme
-
-
-
-
-
-
(0.5)
-
(0.5)
-
(0.5)
Foreign exchange impact
of disposal of discontinued
operations
-
-
-
-
(1.6)
-
-
-
(1.6)
-
(1.6)
Exchange differences
on translation of foreign
operations
-
-
-
-
13.4
-
-
-
13.4
-
13.4
Total comprehensive income
for the period
-
-
-
-
11.8
-
497.4
(41.3)
467.9
13.3
481.2
At 30 April 2023
64.1
874.3
(644.2)
33.1
47.4
(66.8)
2,275.5
(965.2)
1,618.2
40.0
1,658.2
(1)
The share premium account is used to record the excess proceeds over nominal value on the issue of shares.
(2)
Other reserves comprise 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 2023
132
 
NOTES TO THE FINANCIAL
STATEMENTS
For the 53 weeks ended 30 April 2023
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. The consolidated Financial
Statements have been prepared under the historical
cost convention, as modified to include fair valuation of
certain financial assets, derivative financial instruments
and non-controlling interests.
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.
The financial statements are prepared in sterling, which
is the functional currency of the Group. The numbers
presented in the Financial Statements have been
rounded to the nearest million, unless otherwise stated.
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 2025 with a one 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 strategic investment 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 selling strategic investments at a discount
to the market price if a significant share price fall
occurred, reducing capital expenditure, putting on hold
discretionary spend, liquidating certain assets on the
Balance Sheet and paying down the Group Financing
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 COVID-19
pandemic to require mitigating actions or a relaxation
of covenants. 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 2023
133
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 2023
134
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
accounts for all amounts previously recognised in other
comprehensive income in relation to that associate on
FRASERS GROUP PLC
ANNUAL REPORT 2023
135
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, debit card or
credit account. 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 FY23 is £54.2m (FY22:
£47.4m) and is recognised in the UK Sports 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 2023
136
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. The new Frasers Plus loyalty
program currently includes points that do not expire
however the Group may introduce an expiry at a late
time including in respect of pending or active points
already earned.
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 Frasers Group Financial
Services Limited (formerly 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.
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.
Finance Costs
Finance costs are recognised on an accruals basis in
the period in which they are incurred using the effective
interest method.
Taxation
Tax expense comprises 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. 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.
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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 and
other assets allocated to the CGU. 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 over 15 years
straight line, other than the land element which is not
depreciated.
Fair values of the investment properties are disclosed.
See Note 18 for further details.
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138
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.
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139
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
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 and financial liabilities are offset and
the net amount is reported in the Balance Sheet if
there is a currently enforceable legal right to offset the
recognised amounts and there is an intention and ability
to settle on a net basis, to realise the assets and settle
the liabilities simultaneously.
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.
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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).
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 is 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,
and 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.
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141
Credit customer receivables
12-month ECLs are used for Stage 1 performing assets
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, and/or 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.
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 the Group’s credit
customers are separately disclosed in the
consolidated income statement.
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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 and
options 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.
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. The level of
ineffectiveness is assessed as part of the valuation
process undertaken at each half year end date. As part
of this we consider the qualitative assessments that
were made on inception, as detailed above, and also
quantitatively measure the ineffectiveness of the hedge.
In order to measure actual ineffectiveness which should
be recorded in profit or loss, a hypothetical derivative is
constructed on each review date to model the change
in the fair value of the hedged item. The terms of the
hypothetical derivative match that of the contract with
a fair value of £nil at inception. 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
held in the hedging reserve is transferred immediately to
profit or loss.
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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 in accordance with the terms of lease
agreements, following advice from chartered surveyors
and based on 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 recognised as part of the cost of the
right of use asset and 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.
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.
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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.
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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).
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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.
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 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:
Annual Improvements to IFRS Standards 2018-2020
Cycle - amendments to IAS 1, IFRS 9 and IFRS 16
Amendments to IFRS 3 – Reference to the
Conceptual Framework
Amendments to IAS 16 – Property, Plant and
Equipment: Proceeds before intended use
Amendment to IAS 37 – Onerous Contracts: Cost of
Fulfilling a Contract
Interest Rate Benchmark Reform – Phase 2 –
amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16.
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
30 April 2023 that will have a material impact on these
Financial Statements.
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147
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:
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.
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.
Mulberry Group Plc
During the period the Group has held greater than 20%
of the voting rights of Mulberry Group Plc. Management
consider that the Group does not have significant
influence over this entity for combinations of the
following reasons:
The Group does not have any representation on the
board of directors of the investee.
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 the investee company.
There has been no interchange of managerial
personnel.
No non-public essential technical management
information is provided to the investee.
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148
Four (Holdings) Limited
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 £60m (£26.8m 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.
Tymit Limited
The Group holds 25% of the share Capital of
Tymit Limited. This holding is accounted for as an
associate under IAS 28, although the carrying value
of the investment is £nil as a result of management’s
assessment of future trading prospects of the business.
Management has advanced Tymit convertible loans of
£7.2m at 30 April 2023, which have been fully provided
for, and is committed to loaning a further £3.6m
post-year end. Management has considered whether
any of the rights attaching to the loan notes could give
rise to control and concluded that this was not the case.
Kangol LLC
During the current period, the Group sold 51% of its
shareholding in Kangol LLC to Bollman Hat Company
for £17.6m, retaining a 49% stake. Management
considered the criteria set out in IFRS 10 when
assessing whether or not it retains control of the entity
or significant influence as defined by IAS 28. It was
concluded that the Group has significant influence by
virtue of its holding more than 20% of the voting power
of the investee, but not control since Bollman holds 51%
of total voting rights. Consequently, the Group’s 49%
shareholding has been accounted for as an associate
under IAS 28. Refer to note 20 for details.
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 accordingly 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 the growth
assumptions within them and are satisfied that
forecasts on 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
£14.0m (FY22: £55.3m) would be shown in
Finance Income.
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Adjustment to Regulatory Provisions
in Studio
As a regulated business, Frasers Group Financial
Services Limited has an obligation to proactively review
its business to ensure that appropriate outcomes were
delivered to customers. At 24 April 2022, a provision of
£41.6m was recognised in respect of the probable costs
of remediating customers who may have been adversely
impacted by legacy decisions. Since the approval of
the prior year’s consolidated financial statements, the
receipt of new information, which was not available
at the point the prior year financial statements were
approved, has enabled management to refine the
relevant customer cohorts who were potentially
impacted by these legacy decisions and complete
detailed analysis of the financial implications. This has
enabled a revision to management’s best estimate of
the likely costs of remediation and has resulted in a
reduction in the amount provided of approximately
£25m. The remaining provision is expected to be utilised
within 12 months of the balance sheet date.
Management considered whether or not the reduction
in provision should result in an adjustment to the
amounts recognised in the acquisition balance sheet
in accordance with the requirements of IFRS 3.45
and IFRS3.47 and concluded that the release should
be treated as a prospective change in accounting
estimate under IAS8.34 since it arose as a result of
new information which has come to light since the
acquisition date. It is the Group’s policy to present items
that “merit separate presentation” by reference to their
“their size, nature and infrequency of the events giving
rise to them” as exceptional items. Given the unusual
size, nature and infrequency of movements in provisions
of this nature, management has disclosed the income
statement impact within exceptional items in the
consolidated income statement.
Sale and Leaseback transactions
During the current period, the Group disposed of a
number of freehold properties by means of the sale
of shares in the limited companies that owned the
relevant properties but accounted for these as sale and
leaseback transactions under IFRS 16 Leases (“IFRS
16”). Management exercised judgment in determining
whether or not these sales should be treated as a loss
of control of subsidiaries under IFRS 10 Consolidated
Financial Statements or sale and leaseback transactions
as defined by IFRS 16, paying due consideration to the
IFRS Interpretations Committee’s tentative agenda
decision on this topic from September 2020.
Key Estimates
Inventory provisioning
The Group carries significant amounts of inventory,
against which there are provisions for expected losses
to be incurred in the sale of slow moving, obsolete
and delisted products. At 30 April 2023 a provision
of £220.6m (2022: £236.7m) was held against a gross
inventory value of £1,685.5m (2022: £1,514.3m).
In the current year, management has changed the
methodology applied in calculating an appropriate
level of inventory provision owing to changes in the mix
of the Group’s inventory holding, driven in large part
by the growth of the Premium Lifestyle segment and
various acquisitions.
In assessing the level of provision required, management
has applied its experience and industry knowledge
to divide the core UK inventory holding into
separate categories based on internal management
classifications and behavioural characteristics, taking
account of experience by fascia, as follows:
Continuity inventory – inventory that is considered
to be perennial and therefore exhibits limited risk
of obsolescence.
Current season inventory – inventory that has been
purchased specifically for seasons in the current
calendar year.
Out of season inventory (including inventory
previously classified as continuity) – inventory that
has moved out of the two categories above because
of its age, range development or because it is being
sold at below cost to clear warehouse/store space.
An adjusted rate of loss is then calculated based on
losses incurred on the sale of out of season inventory
over the past three years (being management’s
assessment of the time taken to clear through out of
season inventory), with any inventory remaining on hand
after three years of being classified as out of season
being assumed to require a 100% provision rate. The
historical rate is sensitised to reflect management’s best
estimate of future performance by making assumptions
around changes to sales prices achieved on the sale of
out of season inventory vs. those achieved in the past
three years and the level of inventory remaining after
three years of being classified as out of season. In the
current period, management have estimated that selling
prices will need to reduce by a further 10% to clear an
equivalent volume of out of season inventory and that
approximately twelve times as much Premium Lifestyle
out of season inventory will remain on hand at the end
of the three-year period of assessment than has typically
been the case historically, requiring a 100% provision
rate, reflecting the different profile of this inventory to
Sports inventory.
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In addition, management has applied a provision rate
of 100% against a portion of the inventory holding
that is either currently being sold at a loss or exhibits
an unusually high level of obsolescence risk. The 100%
provision rate reflects the costs associated with clearing
and disposing of this inventory.
The adjusted rate of loss is applied to the gross value of
inventory in each of the categories above as follows:
Continuity inventory – the adjusted loss rate is
applied to 30% of the gross holding (representing
the proportion of inventory in this category that
is expected to roll into the out of season category
based on historical experience).
Current season inventory – the adjusted loss rate is
applied to 30% of the gross holding (representing
the proportion of inventory in this category that
is expected to roll into the out of season category
based on historical experience).
Out of season inventory (including inventory
previously classified as continuity) - the adjusted
loss rate is applied to this population, excluding
those specific items that carry at 100% provision
rate based on the analysis detailed above.
The provisioning calculations require a high degree
of judgement, given the significant level of estimation
uncertainty, in the classification of inventory lines and
the roll rates between classifications, as well as the
use of estimates around future sales prices and the
remaining inventory holding for out of season inventory.
Sensitivity analysis relating to these key assumptions is
set out below.
% of inventory rolling into out of season (including inventory
previously classified as continuity) category
Base assumption
30%
Sensitised assumption
35%/25%
Increase/(decrease) to provision
£7.2m/(£7.2m)
Decrease in sales prices on out of season inventory
Base assumption
-10%
Sensitised assumption
-5%/-15%
(Decrease)/Increase to provision
(£5.7m)/£7.0m
Increase in out of season Premium Lifestyle inventory on
hand after three-years
Base assumption
12 times historical rate
Sensitised assumption
10 times historical rate/14 times
historical rate
(Decrease)/increase to provision
(£7.0m)/£6.4m
These sensitivities reflect management’s assessment of
reasonably possible changes to key assumptions which
could result in adjustments to the level of provision
within the next financial year.
Property Related Provisions – note 29
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 – note 29
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 (FY22 £100,000)
for large leasehold stores, £50,000 (FY22: £50,000)
for smaller leasehold stores (£25,000 per store for
Game UK and Game Spain stores) and $/€50,000
(FY22: $/€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. The annual movement in the dilapidations
provisions is considered to be immaterial.
A 10% increase in dilapidation cost per store would
result in an approx. £9.0m (FY22: £8.5m) reduction in
profit before tax.
Legal and regulatory provisions – note 29
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 reflect management’s
best estimate of the potential costs arising from the
settlement of outstanding disputes of a commercial
and regulatory nature. A substantial portion of the
amounts provided relates to ongoing legal claims and
non-UK tax enquiries. Further details can be found
in note 29. Management have made a judgement
to consider all claims collectively given their similar
nature. In accordance with IAS37.92, management have
concluded that it would prejudice seriously the position
of the entity to provide further specific disclosures in
respect of amounts provided for non-UK tax enquiries
and legal claims.
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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.
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 FY23
UK
Europe
Rest of World
Up to 5 years
1.4% - 5.1%
0.3% - 4%
1.5% - 5.3%
Greater than 5 years
and up to 10 years
2.0% - 5.7%
0.5% - 4%
1.5% - 5.3%
Greater than 10 years
and up to 20 years
2.2% - 5.7%
0.8% - 4%
1.5% - 5.4%
Greater than 20 years
2.5% - 5.9%
1.1% - 4%
1.5% - 5.6%
Lease Term FY22
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 £66.1m (FY22: £115.9m) due to the
impact of ongoing challenges in the retail sector on
the forecast cash flows of the CGUs, including the
ongoing cost of living squeeze on customers. This is
broken down as follows:
£43.1m (FY22: £76.8m) against right-of-use assets;
and
£23.0m (FY22: £39.1m) against plant and equipment.
FRASERS GROUP PLC
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152
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 (FY22: £nil) being
recognised in the period. Further detail is given below.
A sensitivity analysis has been performed in respect
of sales, margin, the new store exemption and
operating costs 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 5%
(19.8)
Sales decline year 1
10% reduction to 15%
24.9
Existing gross margin
year 1 > 40%
100bps - improvement
(3.7)
Existing gross margin
year 1 > 40%
100bps - reduction
3.8
New store exemption
(1)
Change from 1 to 2 years
(41.5)
Operating costs
increase year 1
Change from 3% to 6%
4.5
(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 as to
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 £33.5m (FY22: £111.1m) due to the ongoing
challenges in the retail sector on the forecast cash flows
of the CGU. This is broken down as follows:
£24.1m (FY22: £106.5m) against freehold land and
buildings, including £0.2m (FY22: £2.0m) in relation
to long leasehold properties;
£9.2m (FY22: £1.6m) plant and equipment; and
£0.2m (FY22: £1.0m) investment property.
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 (FY22: £nil) being recognised in the period.
Value In Use (VIU)
The value in use is calculated based on five year cash
flow projections. These are formulated by using the
Group’s forecast cash flows for each individual CGU,
taking into account historic performance of the CGU,
and then adjusting for the Group’s current views on
future profitability for 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
FY23
Year 1
Year 2
Year 3
Year 4
Year 5
Sales decline
-5%
-4%
-3%
-2%
-2%
Existing gross
margin > 40%
-175bps
-150bps
-125bps
-100bps
-75bps
Operating costs
increase per annum
3%
3%
3%
3%
3%
Discount rate
8.5%
8.5%
8.5%
8.5%
8.5%
Terminal growth rate
of 2%
Key assumptions
FY22
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, margin and operating costs as these are
considered to be the most sensitive of the key
assumptions.
Forecast:
Impact of:
Impairment increase
/ (decrease) (£'m)
Sales decline year 1
10% improvement to 5%
(5.0)
Sales decline year 1
10% reduction to 15%
6.4
Existing gross
margin year 1 > 40%
100bps - improvement
(0.7)
Existing gross
margin year 1 > 40%
100bps - reduction
1.6
Operating costs
increase year 1
Change from 3% to 6%
1.8
FRASERS GROUP PLC
ANNUAL REPORT 2023
153
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 into 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 £3.4m (FY22: £5.0m).
The total recoverable amount of the assets that were impaired at the period end was £72.2m (FY22: £105.9m), with
£60.5m (FY22: £47.3m) of this being based on their fair value less costs of disposal and £11.7m (FY22: £58.6m) being
based on their value in use.
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154
Impairment reversals
In accordance with IAS 36.110 management has
assessed whether there is any indication that an
impairment loss recognised in prior periods for an
asset other than goodwill may no longer exist or
may have decreased. Key triggers considered by
management include store (i.e., CGU) EBITDA showing
a material year-on-year improvement, significant
changes in property valuations, and whether any
new, wider economic factors may impact the forecast
performance. Based on the criteria set by management,
an impairment reversal of approximately £11.0m was
considered. However, management concluded that
in light of the challenging economic outlook and the
unprecedented level of uncertainty in the retail market,
it would not be appropriate to record a reversal at this
stage, only to “re-impair” at a later date.
Credit Customer Receivables
The Group’s credit customer receivables are recognised
on balance sheet at amortised cost (i.e., net of
provision for expected credit loss). At 30 April 2023,
trade receivables with a gross value of £326.0m were
recorded on the balance sheet, less a provision for
impairment of £100.1m.
Fair value considerations
Management has concluded that the fair value of
trade receivables acquired as part of the Studio Retail
Limited acquisition in FY22 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 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.
Macroeconomic scenarios
The principial macroeconomic driver factored into
the impairment model is unemployment. The latest
economic scenarios used in the model along with the
probably weighting applied to each are summarised
as follows:
Scenario
Qualitative explanation
Probability
weighting
applied
Upside
Inflation recedes leading to cuts in interest
rates to 3.25% by end-2024. Unemployment
falls to 3.5% whilst wage growth remains
strong and supportive of high growth.
0%
Baseline
Unemployment rate peaks at approximately
4.5% and remains at this level for most of 2024.
Inflation begins to fall by mid-2024.
50%
Downside
Interest rates continue to rise and
unemployment peaks at 6.5% in mid-2024
30%
Stress
Inflation continues to rise leading to sharp
increases in interest rates. Unemployment peaks
at 8% in 2024.
20%
Post model adjustment
As noted in the prior year, 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 Studio’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, whilst the adverse impact payment
and arrears performance has been less severe than
anticipated to date, it will continue to be felt in future.
Judgement has therefore been exercised in applying a
post model adjustment of £6.6m (April 2022: £40.0m)
to the output of the impairment model in arriving
at the provision. This reflects management’s best
estimate based on the information available to them
at the current time.
FRASERS GROUP PLC
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155
Valuation of assets acquired in business
combinations
During the current period, the Group has recognised
net assets acquired in business combinations with a
fair value of £121.2m including goodwill of £35.6m and
a gain on bargain purchase of £56.1m. Management
make use of estimates when calculating the fair value of
assets and liabilities acquired in business combinations
and make use of both internal and external information
in doing so.
In the current year, on the acquisition of JD premium
brands, the principal estimate was around the fair value
of inventory acquired. The fair value of inventory, which
primarily includes finished goods was estimated at
£73.4m, a reduction of £6.9m on the carrying value prior
to the acquisition. The fair value adjustment relates only
to finished goods and was calculated as the estimated
selling price less costs to complete and sell the inventory,
associated margins on these activities and holding
costs. The fair value adjustment is expected to amortise
over approximately the first 12 months post acquisition,
in line with revenues.
Management also notes that a gain on bargain
purchase arose on the acquisition of JD premium
brands. In light of this, management has considered
the fair values attributed to the acquired assets and
liabilities and concluded that they are appropriate.
If the fair value of assets and liabilities recognised
were to increase/decrease by £5m, there would be a
corresponding increase/decrease to the gain on bargain
purchase by an equivalent amount.
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 and options 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.
FRASERS GROUP PLC
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156
Liquidity Risk
The Group manages liquidity risk by reviewing the
maturity profiles of financial assets and liabilities.
The Group has sufficient liquid resources and
suitable financing facilities to meets its short- and
medium-term requirements 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 reviews forecasts and consider
risks and equivalent mitigating actions to ensure there is
adequate headroom on the facilities and to ensure the
Group is operating within its financial covenants.
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
2022 Annual Report with the exception of merging the
European Retail and Rest of World Retail segments into
a new International Retail segment. The prior period
numbers have been re-categorised for this change.
Management considers operationally that the UK Retail
divisions (UK Sports Retail and Premium Lifestyle) are
currently run as one business unit in terms of allocating
resources, inventory management and assessing
performance. Under IFRS 8 we have not as at 30 April
2023 met the required criteria with enough certainty to
aggregate these operating segments. We will continually
keep this under review at subsequent reporting dates.
European and other international 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 market 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 which were disposed
of during the period, 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, Frasers Group
Financial Services Limited, 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 the related websites,
the Missguided and I Saw it First websites, and
freehold property owning companies where
trading is purely from Premium Lifestyle fascias.
2.
International Retail – includes all of the Group’s
sports retail stores, management and operating in
Europe and Asia, including the Group’s European
Distribution Centres in Belgium and Austria,
European freehold property owning companies,
GAME Spain stores, and Baltics & Asia e-commerce
offerings. The MySale acquisition will be reported
in this segment. International Retail also includes
the results of the US based retail activities until the
disposal in May 2022.
3.
Wholesale & Licensing – includes the results of
the Group’s portfolio of internationally recognised
brands such as Everlast, Karrimor, and Slazenger.
FRASERS GROUP PLC
ANNUAL REPORT 2023
157
Planned changes to segmental reporting
The Group currently intends to revise its segmental reporting based on planned changes in how the Group
will report performance and allocate resources going forwards. Following the acquisition of Frasers Group
Financial Services Limited (formerly known as Studio Retail Limited) and the launch of the Group’s consumer
credit offering, Frasers Plus, as well as recent acquisitions of larger properties, it is expected to lead to the
Group’s financial services and property businesses being disclosed as separate reporting segments. The Group
also currently intends to consolidate UK Sports Retail and Premium Lifestyle into one UK Retail segment. The
underlying businesses within the Wholesale & Licensing segment will be consolidated into the appropriate
retail segments. Since these changes have taken place post year-end, it is intended that the revised segmental
presentation will take effect from FY24 onwards.
Segmental information for the 53 weeks
ended 30 April 2023:
UK
Sports
Premium
Lifestyle
UK Retail
Total
International
Retail
Total
Retail
Wholesale &
Licensing
Eliminations
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Sales to external customers
3,080.6
1,212.9
4,293.5
1,083.4
5,376.9
188.3
-
5,565.2
Sales to other segments
-
-
-
-
-
69.9
(69.9)
-
Revenue
3,080.6
1,212.9
4,293.5
1,083.4
5,376.9
258.2
(69.9)
5,565.2
Gross profit
1,381.7
471.8
1,853.5
438.8
2,292.3
77.5
-
2,369.8
Operating profit before foreign exchange,
exceptional items, property and other
related impairments, profit on sale of
properties and gain on sale of subsidiaries/
discontinued operation
341.0
50.1
391.1
69.4
460.5
(52.8)
-
407.7
Foreign exchange realised
35.8
0.1
35.9
(6.5)
29.4
1.8
-
31.2
Property and other
related impairments
(26.6)
(47.9)
(74.5)
(25.1)
(99.6)
-
-
(99.6)
Profit/(loss) on sale of properties
84.0
(1.4)
82.6
12.8
95.4
-
-
95.4
Exceptional items
25.0
55.2
80.2
-
80.2
16.9
-
97.1
Operating profit
459.2
56.1
515.3
50.6
565.9
(34.1)
-
531.8
Gain on sale of subsidiaries/discontinued
operations
17.6
-
17.6
26.3
43.9
-
-
43.9
Investment income
112.4
-
112.4
0.2
112.6
-
-
112.6
Investment costs
(4.6)
-
(4.6)
-
(4.6)
-
-
(4.6)
Finance income
41.1
0.9
42.0
4.1
46.1
-
-
46.1
Finance costs
(58.9)
(1.8)
(60.7)
(8.3)
(69.0)
(0.1)
-
(69.1)
Profit before taxation
566.8
55.2
622.0
72.9
694.9
(34.2)
-
660.7
Taxation
(159.4)
Profit for the period
501.3
Sales to external customers in Frasers Group Financial Services Limited includes credit account interest of £115.4m, and
gross profit includes impairment losses on credit customer receivables of £15.5m, both of which are recognised in the
UK Sports segment.
Other segment items included in the income statement for the 53 weeks
ended 30 April 2023:
UK
Sports
Premium
Lifestyle
UK Retail
Total
International
Retail
Total
Retail
Wholesale &
Licensing
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Property, plant & equipment depreciation
132.3
41.4
173.7
11.8
185.5
1.6
187.1
Property, plant & equipment impairment
20.2
28.7
48.9
7.4
56.3
-
56.3
IFRS 16 ROU depreciation
37.3
6.4
43.7
31.5
75.2
-
75.2
IFRS 16 ROU impairment
6.2
19.2
25.4
17.7
43.1
-
43.1
Investment property depreciation
10.2
-
10.2
-
10.2
-
10.2
Investment property impairment
0.2
-
0.2
-
0.2
-
0.2
IFRS 16 disposal and modification/remeasurement of lease
liabilities
(17.6)
(0.8)
(18.4)
(8.2)
(26.6)
(0.2)
(26.8)
Intangible amortisation
-
-
-
0.4
0.4
6.5
6.9
Intangible impairment
4.9
20.5
25.4
26.8
52.2
87.9
140.1
FRASERS GROUP PLC
ANNUAL REPORT 2023
158
Information regarding segmental assets and liabilities as at
30 April 2023
and capital expenditure for the 53 weeks
then ended:
UK
Sports
Premium
Lifestyle
UK Retail
Total
International
Retail
Total
Retail
Wholesale &
Licensing
Eliminations
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Total assets
5,587.7
1,859.4
7,447.1
846.0
8,293.1
536.5
(4,536.9)
4,292.7
Total liabilities
2,762.4
1,796.5
4,558.9
878.6
5,437.5
23.0
(2,826.0)
2,634.5
Tangible asset additions
336.1
26.3
362.4
105.3
467.7
0.7
-
468.4
Right of use asset additions
62.8
23.0
85.8
51.1
136.9
3.3
-
140.2
Intangible asset additions
-
-
-
1.0
1.0
-
-
1.0
The segment assets and liabilities above include intercompany balances which eliminate on consolidation but appear
in the information presented to the Chief Operating Decision Maker (CODM). Eliminations primarily relate to the
elimination of intercompany balances on consolidation, intangible assets arising on consolidation, defined benefit
pension surplus as well as current tax balances and deferred tax. These are shown in eliminations in the information
presented to the CODM.
Segmental information for the 52 weeks
ended 24 April 2022
(1)
:
UK
Sports
Premium
Lifestyle
UK Retail
Total
International
Retail
Total
Retail
Wholesale &
Licensing
Eliminations
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Sales to external customers
2,640.1
1,056.6
3,696.7
940.5
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
940.5
4,637.2
248.2
(80.1)
4,805.3
Gross profit
1,136.8
474.8
1,611.6
414.0
2,025.6
63.1
-
2,088.7
Operating profit before foreign exchange,
exceptional items and property and other
related impairments
278.7
124.0
402.7
144.1
546.8
6.9
-
553.7
Foreign exchange realised
(1.1)
(0.1)
(1.2)
(3.7)
(4.9)
(0.9)
-
(5.8)
Property and other related impairments
(103.4)
(103.5)
(206.9)
(20.1)
(227.0)
-
-
(227.0)
Profit on sale of properties
10.7
-
10.7
0.1
10.8
-
-
10.8
Gain on sale of discontinued operations
-
-
-
-
-
-
-
-
Exceptional items
(1.3)
-
(1.3)
-
(1.3)
-
-
(1.3)
Operating profit
183.6
20.4
204.0
120.4
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
36.8
-
36.8
2.0
38.8
-
(8.5)
30.3
Finance costs
(42.8)
(10.0)
(52.8)
(4.9)
(57.7)
-
8.5
(49.2)
Profit before taxation
201.7
10.4
212.1
117.5
329.6
6.0
-
335.6
Taxation
(78.7)
Profit for the period
256.9
(1)
The FY22 results have been re-categorised due to changes in the reporting segments, with European retail stores, management and operations from European Retail and Rest of
the World being merged into International Retail
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 24 April 2022:
UK
Sports
Premium
Lifestyle
UK Retail
Total
International
Retail
Total
Retail
Wholesale &
Licensing
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Property, plant & equipment depreciation
122.2
22.9
145.1
22.6
167.7
1.3
169.0
Property, plant & equipment impairment
51.7
94.0
145.7
3.5
149.2
-
149.2
IFRS 16 ROU depreciation
47.8
6.4
54.2
23.0
77.2
0.4
77.6
IFRS 16 ROU impairment
50.7
9.5
60.2
16.6
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)
(10.2)
(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
(1)
The FY22 results have been re-categorised due to changes in the reporting segments, with European retail stores, management and operations from European Retail and Rest of
the World being merged into International Retail
FRASERS GROUP PLC
ANNUAL REPORT 2023
159
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
International
Retail
Total
Retail
Wholesale &
Licensing
Eliminations
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Total assets
4,161.9
1,002.1
5,164.0
569.9
5,733.9
349.7
(1,940.9)
4,142.7
Total liabilities
(2,908.9)
(1,098.9)
(4,007.8)
(673.8)
(4,681.6)
(93.4)
1,940.9
(2,834.1)
Tangible asset additions
228.1
63.6
291.7
30.7
322.4
0.8
-
323.2
Right of use asset additions
27.8
25.0
52.8
47.7
100.5
0.4
-
100.9
Intangible assets acquired
7.0
-
7.0
-
7.0
-
-
7.0
The segment assets and liabilities above include intercompany balances which eliminate on consolidation but appear
in the information presented to the CODM. Eliminations primarily relate to the elimination of intercompany balances
on consolidation, intangible assets arising on consolidation, defined benefit pension surplus as well as current tax
balances and deferred tax. These are shown in eliminations in the information presented to the CODM.
Geographic Information
Segmental information for the 53 weeks
ended 30 April 2023:
UK
Europe
USA
Asia
Oceania
Eliminations
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Segmental revenue from
external customers
4,309.4
1,024.6
136.5
77.8
16.9
-
5,565.2
Total capital expenditure
362.4
104.5
0.7
0.8
-
-
468.4
Non-current segment
assets*
1,045.1
237.7
35.8
3.8
1.4
-
1,323.8
Total segmental assets
8,062.8
554.6
155.8
46.7
9.7
(4,536.9)
4,292.7
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.
Material non-current segmental assets –
by a non-UK country:
USA
Belgium
Austria
Estonia
Ireland
Spain
Denmark
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
FY23
35.8
47.6
21.7
20.9
90.4
15.1
13.9
FY22
126.0
58.4
19.5
0.7
13.3
33.4
-
Material segmental revenue from external customers –
by a non-UK country:
USA
Belgium
Austria
Estonia
Ireland
Spain
Denmark
Malaysia
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
FY23
136.5
120.4
41.1
142.2
186.4
282.3
86.5
68.0
FY22
223.0
113.3
38.3
118.5
172.6
229.4
-
36.0
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 2023
160
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 53-week period
ended 30 April 2023:
UK
Sports
Premium
Lifestyle
UK Retail
Total
International
Retail
Total
Retail
Wholesale &
Licensing
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Reported PBT
566.8
55.2
622.0
72.9
694.9
(34.2)
660.7
Exceptional items
(25.0)
(55.2)
(80.2)
-
(80.2)
(16.9)
(97.1)
Fair value adjustment to derivative financial instruments
(32.5)
-
(32.5)
-
(32.5)
-
(32.5)
Fair value gains and profit on disposal of equity derivatives
(41.1)
-
(41.1)
-
(41.1)
-
(41.1)
Realised FX loss / (gain)
(35.8)
(0.1)
(35.9)
6.5
(29.4)
(1.8)
(31.2)
Share based payments
14.6
-
14.6
-
14.6
4.7
19.3
Adjusted PBT
447.0
(0.1)
446.9
79.4
526.3
(48.2)
478.1
Reconciliation of Reported PBT to Adjusted PBT for the 52 week period
ended 24 April 2022
(1)
:
UK
Sports
Premium
Lifestyle
UK Retail
Total
International
Retail
Total
Retail
Wholesale &
Licensing
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Reported PBT
201.6
10.4
212.0
117.6
329.6
6.0
335.6
Exceptional items
1.3
-
1.3
-
1.3
-
1.3
Fair value adjustment 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 / (gain)
1.1
0.1
1.2
3.7
4.9
0.9
5.8
Share based payments
10.4
-
10.4
-
10.4
4.2
14.6
Adjusted PBT
196.9
10.5
207.4
121.3
328.7
11.1
339.8
(1)
The FY22 numbers have been re-categorised due to changes in the reporting segments, with European retail stores, management and operations from European Retail and Rest of
the World being merged into International Retail
5.
OTHER OPERATING INCOME
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Rent receivable
30.3
27.3
Other
10.8
20.7
41.1
48.0
Other operating income relates to charges for aircraft, lease surrender premiums, ad hoc income and sundry charges
to third parties.
6.
EXCEPTIONAL ITEMS
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Impairments
-
(1.3)
Fair value gain on associate
16.9
-
Adjustment to Studio regulatory provision
25.0
-
Gain on bargain purchase
55.2
-
97.1
(1.3)
The gain on bargain purchase in the current period relates to acquisition of JD brands. See note 32 for further details.
The adjustment to the Studio regulatory provision is detailed in note 29.
The fair value gain on associate arose as a result of the disposal of 51% of Kangol LLC, following the loss of control.
See note 20 for further details.
FRASERS GROUP PLC
ANNUAL REPORT 2023
161
7.
PROFIT ON SALE OF PROPERTIES
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Profit on sale of properties
95.4
10.8
The profit on the sale of properties in the current period includes gains on the sale of UK and European properties
(FY22: UK properties).
8.
OPERATING PROFIT FOR THE PERIOD
Operating profit for the period is stated after charging/(crediting):
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Foreign exchange (gain)/loss
(31.2)
5.8
Depreciation and amortisation of non-current assets:
- Depreciation of property, plant & equipment (incl. right-of-use asset)
262.3
246.6
- Impairment of property, plant & equipment (incl. right-of-use asset)
99.4
226.0
- Depreciation of investment properties
10.2
5.9
- Impairment of investment properties
0.2
1.0
- Amortisation of intangible assets
6.9
7.5
- Impairment of intangible assets
140.1
5.7
IFRS 16 leases:
(Profit) on disposal and modification/ remeasurement of lease liabilities
(26.8)
(28.3)
Variable lease payments*
15.4
14.0
Short term and low value lease expenses*
33.3
25.0
*These are recorded in selling, distribution and administrative expenses in the consolidated income statement.
Services Provided by the Group’s Auditor
The remuneration of the auditors, RSM UK Audit LLP, and associated firms, was as detailed below:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
AUDIT SERVICES
Audit of the Group and company - recurring
2.0
1.8
Audit of the Group and company - non-recurring
-
-
Audit of subsidiary companies
1.1
1.0
3.1
2.8
During the current period, RSM UK Audit LLP and associated firms provided reporting accountant services and
fees amounted to £0.3m. No non-audit services were provided in the prior period.
FRASERS GROUP PLC
ANNUAL REPORT 2023
162
9.
PAYROLL COSTS
The average monthly number of employees, including Executive Directors, employed by the Group during the
period was:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
Retail stores
24,763
23,971
Distribution, administration and other
7,718
6,382
32,481
30,353
The increase in employees is mainly due organic growth of the business offset by the centralisation of previously
acquired businesses and sale of Bobs.
The aggregate payroll costs of the employees, including Executive Directors, were as follows:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Wages and salaries
606.8
491.5
Social security costs
41.7
34.9
Pension costs
8.5
6.5
657.0
532.9
Aggregate emoluments of the Directors of the Company are summarised below:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
Aggregate emoluments
0.7
0.6
Further details of Directors’ remuneration are given in the Directors’ Remuneration Report. Details of key management
remuneration are given in note 34.
10. INVESTMENT INCOME
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Profit on disposal of equity derivatives
-
23.2
Premium received on equity derivatives
63.9
13.2
Fair value gain on equity derivatives
45.7
6.4
Dividend income
3.0
1.0
112.6
43.8
The profit on disposal of equity derivatives in the prior year 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 written Hugo Boss options.
11.
INVESTMENT COSTS
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Loss on disposal of equity derivatives
4.6
-
Fair value loss on equity derivatives
-
19.7
4.6
19.7
The fair value loss on equity derivatives in the prior period mainly relates to Hugo Boss contracts for
difference. The loss on disposal of equity derivatives relates to ASOS and Next options.
FRASERS GROUP PLC
ANNUAL REPORT 2023
163
12.
FINANCE INCOME
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Bank interest receivable
9.7
4.5
Interest on retirement benefit obligations
-
0.1
Other finance income
3.9
1.7
Fair value adjustment to derivatives*
32.5
24.0
46.1
30.3
*Includes £8.4m from interest rate swaps.
13.
FINANCE COSTS
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Interest on bank loans and overdrafts
41.4
13.6
Other interest
9.5
7.0
Interest on retirement benefit obligations
-
-
IFRS 16 lease interest
18.2
12.2
Fair value adjustment to derivatives
-
16.4
69.1
49.2
14.
TAXATION
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Current tax
145.2
86.2
Adjustment in respect to prior periods
(1.0)
(5.7)
Total current tax
144.2
80.5
Deferred tax
39.7
(8.5)
Adjustment in respect of prior periods
(24.5)
6.7
Total deferred tax (see note 28)
15.2
(1.8)
159.4
78.7
Profit before taxation
660.7
335.6
Taxation at the standard rate of tax in the UK of 19.5% (2022: 19.0%)
128.8
63.8
Non-taxable income
(17.9)
(14.4)
Expenses not deductible for tax purposes
70.9
62.4
Other tax adjustments
3.1
(15.6)
Adjustments in respect of prior periods - current tax
(1.0)
(5.7)
Adjustments in respect of prior periods - deferred tax
(24.5)
6.7
Changes in deferred tax rate
-
(18.5)
159.4
78.7
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 2023
164
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, 459,911,330 (FY22: 471,975,282), is adjusted to
assume conversion of all dilutive potential ordinary shares under the Group’s share schemes, being nil (FY22: nil), to
give the diluted weighted average number of shares of 459,911,330 (FY22: 471,975,282). There is therefore no difference
between the Basic and Diluted EPS calculations for both periods. Shares bought back into treasury are deducted
when calculating the weighted average number of shares below.
Basic and Diluted Earnings Per Share
53 weeks ended
30 April 2023
Basic and diluted,
continuing
operations
53 weeks ended
30 April 2023
Basic and diluted,
discontinued
operations
53 weeks ended
30 April 2023
Basic and diluted,
total
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
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Profit for the period
461.7
26.3
488.0
224.1
25.7
249.8
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Weighted average number
of shares
459,911
459,911
459,911
471,975
471,975
471,975
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Earnings per share
100.4
5.7
106.1
47.5
5.4
52.9
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
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.
53 weeks ended
30 April 2023
Basic
53 weeks ended
30 April 2023
Diluted
52 weeks ended
24 April 2022
Basic
52 weeks ended
24 April 2022
Diluted
(£’m)
(£’m)
(£’m)
(£’m)
Profit for the period
488.0
488.0
249.8
249.8
Pre-tax adjustments to profit / (loss) for the period for the following items:
Exceptional items
(97.1)
(97.1)
1.3
1.3
Fair value adjustment to derivatives included within finance (income)
(32.5)
(32.5)
(7.6)
(7.6)
Fair value gains and profit on disposal of equity derivatives
(41.1)
(41.1)
(9.9)
(9.9)
Realised foreign exchange loss/ (gain)
(31.2)
(31.2)
5.8
5.8
Share based payments
19.3
19.3
14.6
14.6
Share based payments
19.3
19.3
14.6
14.6
Tax adjustments on the above items
20.8
20.8
0.3
0.3
Adjusted profit for the period
326.2
326.2
254.3
254.3
Number in
thousands
Number in
thousands
Number in
thousands
Number in
thousands
Weighted average number of shares
459,911
459,911
471,975
471,975
Pence per share
Pence per share
Pence per share
Pence per share
Adjusted Earnings per share
70.9
70.9
53.9
53.9
FRASERS GROUP PLC
ANNUAL REPORT 2023
165
16.
DISCONTINUED OPERATIONS
On 24 May 2022, the Group disposed of its US retail businesses trading as Bobs Stores and Eastern Mountain Sports
for net cash consideration of approximately £43.6m. The disposal took place through the 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 International operating segment.
As per IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, this disposal group was classified as
held for sale and as a discontinued operation in FY22. A profit on disposal of £26.3m has been recognised in the
Consolidated Income Statement in the current year.
The following major classes of assets and liabilities relating to the disposal group were classified as held for sale in the
Consolidated Balance Sheet as of 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 reconciliation of the transaction is detailed below:
30 April 2023
(£’m)
Net assets disposed of (including FX revaluation)
(18.9)
Cash received, net of transaction costs and cash disposed of
43.6
Gain on sale before income tax and reclassification of foreign currency translation reserve
24.7
Reclassification of foreign currency translation reserve
1.6
Income tax expense on gain
-
Gain on sale after income tax
26.3
The Consolidated Cash Flow Statement includes the following amounts relating to this discontinued operation:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Operating activities
(2.2)
4.2
Financing activities
(0.5)
(6.1)
Net cash outflow from discontinued operations
(2.7)
(1.9)
During the current period, consideration of £2.9m was received in respect of the Group’s disposal of a 51%
shareholding in Kangol LLC to Bollman Hat Company. Further details can be found in note 20. Total proceeds received
from disposals of discontinued operations and subsidiaries in the current period was therefore £46.5m.
FRASERS GROUP PLC
ANNUAL REPORT 2023
166
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 25 April 2021
669.1
905.4
153.3
127.4
878.8
2,734.0
Acquisitions
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
(1)
(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
Acquisitions (see note 32)
43.0
-
15.7
-
7.6
66.3
Additions
116.7
97.5
6.0
1.1
275.5
496.8
Eliminated on disposals
(111.2)
(60.1)
(34.3)
-
(65.6)
(271.2)
Reclassifications /
Remeasurements
7.6
(1.5)
-
-
-
6.1
Exchange differences
12.6
(13.3)
0.6
0.3
18.6
18.8
At 30 April 2023
755.3
926.6
143.7
126.5
1,231.9
3,184.0
ACCUMULATED DEPRECIATION AND IMPAIRMENT
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
(1)
-
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)
Charge for the period
(75.2)
(43.8)
(11.4)
(1.7)
(130.2)
(262.3)
Impairment
(43.1)
(23.9)
(0.2)
-
(32.2)
(99.4)
Eliminated on disposals
110.8
16.7
11.6
(0.9)
57.0
195.2
Reclassifications /
Remeasurements
-
0.2
-
-
-
0.2
Exchange differences
(9.4)
4.3
(0.3)
(0.3)
(5.1)
(10.8)
At 30 April 2023
(508.8)
(467.0)
(63.3)
(124.3)
(869.9)
(2,033.3)
NET BOOK VALUE
At 30 April 2023
246.5
459.6
80.4
2.2
362.0
1,150.7
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
(1)
In FY22 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 prior 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 2023
167
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. £49m (FY22: approx. £33m). It is expected that
future cash flows will not be materially different to the FY23 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
Freehold land and Buildings
(£’m)
COST
At 25 April 2021
38.2
Additions
42.0
Reclassifications
(1)
43.4
At 24 April 2022
123.6
Additions
88.3
Disposals
(43.4)
Reclassifications
1.5
As at 30 April 2023
170.0
ACCUMULATED DEPRECIATION AND IMPAIRMENT
As at 25 April 2021
(24.1)
Charge for the period
(5.9)
Impairment
(1.0)
Reclassifications
(1)
(3.4)
As at 24 April 2022
(34.4)
Charge for the period
(10.2)
Impairment
(0.2)
Disposals
6.3
Reclassifications
(0.2)
As at 30 April 2023
(38.7)
NET BOOK VALUE
At 30 April 2023
131.3
At 24 April 2022
89.2
At 25 April 2021
14.1
(1)
In FY22 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 prior period as reclassifications.
The fair values of the Group’s investment properties as at 30 April 2023 and 24 April 2022 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 2023
168
The rental income from Investment Properties recognised in the consolidated income statement for the year was
£23.7m (2022: £9.0m).
19.
INTANGIBLE ASSETS
Goodwill
Trademarks
and licenses
Brands
Customer
related
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
COST
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
Acquisitions (note 32)
35.6
11.7
-
-
47.3
Additions
-
1.0
-
-
1.0
Disposals
(0.2)
(2.3)
-
-
(2.5)
Exchange adjustments
2.5
0.3
1.8
-
4.6
At 30 April 2023
214.7
101.8
88.8
5.7
411.0
AMORTISATION AND IMPAIRMENT
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)
Amortisation charge
-
(0.9)
(6.0)
-
(6.9)
Impairment
(71.7)
(11.7)
(52.0)
(4.7)
(140.1)
Disposals
0.4
2.3
-
-
2.7
Exchange adjustments
(1.1)
(0.3)
(1.2)
-
(2.6)
At 30 April 2023
(204.8)
(97.9)
(78.5)
(5.7)
(386.9)
At 30 April 2023
9.9
3.9
10.3
-
24.1
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
Amortisation is charged to selling, distribution and administrative expenses in the Consolidated Income Statement.
Goodwill, trademarks and licenses and brands are acquired in a business combination are allocated, at acquisition,
to the CGUs that are expected to benefit from that business combination. After recognition of impairment losses, the
carrying amount of these assets at the start and end of the current period are allocated as follows:
30 April 2023
Goodwill
Trademarks and
licenses
Brands
Customer
related
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Wholesale & Licensing (excl. Everlast)
9.9
-
-
-
9.9
Everlast
-
3.3
10.3
-
13.6
Studio Retail
-
-
-
-
-
9.9
3.3
10.3
-
23.5
24 April 2022
Goodwill
Trademarks and
licenses
Brands
Customer
related
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Wholesale & Licensing (excl. Everlast)
9.9
-
-
-
9.9
Everlast
34.5
3.8
67.7
-
106.0
Studio Retail
-
-
-
4.7
4.7
44.4
3.8
67.7
4.7
120.6
FRASERS GROUP PLC
ANNUAL REPORT 2023
169
Acquisitions
During the current period, goodwill and trademarks with a fair value of £47.3 were recognised as part of business
combinations. See note 32 for details. Following a review of the trading performance of these businesses, the goodwill
and intangibles assets were fully impaired as their recoverable amount on a value in use basis was estimated to be £nil.
In the prior period, a customer related intangible asset with a fair value of £5.7m was allocated the Studio Retail CGU
following the acquisition of the business. This has been fully impaired in the current period following a review of the
trading performance of the business, which indicated that the carrying value was not supportable.
Amortisation
The brands, trademarks & licenses allocated to the Everlast CGU are being amortised over a 15-year period. The
amortisation charge in the current period is £6.5m (FY22: £6.5m) and is disclosed within selling, distribution and
administrative expenses in the Consolidated Income Statement. The remaining useful economic life of these assets is
11 years (FY22: 12 years).
Impairment review
The Group tests the carrying amount of goodwill and intangible assets with an indefinite life for impairment annually
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 indicator of impairment.
The recoverable amounts of the Wholesale & Licensing (excl. Everlast) and Everlast CGUs have been determined by
reference to value in use calculations. The recoverable amounts were then compared to the carrying value of the
assets allocated to each CGU to assess the level impairment required, if any.
Significant judgements, assumptions and estimates
In determining the value in use of CGUs it is necessary to make a series of assumptions to estimate the present
value of future cash flows. In each case, these key assumptions have been made by management reflecting past
experience, current trends, and where applicable, are consistent with relevant external sources of information. The key
assumptions are as follows:
30 April 2023
24 April 2022
Wholesale & Licensing
(excl. Everlast)
Everlast
Wholesale & Licensing
(excl. Everlast)
Everlast
5-year average annual forecast sales
(decline)/growth
(3.0%)
(2.6%)
(4.4%)
0.8%
Discount rate
8.5%
14.2%
7.5%
13.5%
Terminal growth rate
2.0%
2.0%
2.0%
2.0%
Management has prepared cash flow forecasts for a five-year period derived from the actual results for financial year
2022/23. These forecasts include assumptions around sales prices and volumes, specific customer relationships and
operating costs and working capital movements.
The material reduction in revenue growth assumptions for the Everlast CGU from an average growth rate of 0.8%
pa in the prior year to a decline of 2.6% pa in the current year is reflective of the failure of commercial negotiations
with prospective wholesale partners that were factored into the cashflow forecasts in the prior year. In addition, the
business has significantly underperformed in financial year 2022/23 vs. the forecast performance assumed in the
prior year impairment review partly as result of a challenging US retail market and a failure to maintain the trading
momentum seen during the Covid-19 pandemic. Management has revisited the FY22 impairment assessment and are
satisfied that the assessment remains appropriate based on the facts and information that were available at the time.
The pre-tax rates used to discount the forecast cash flows are shown above and are derived from the Group’s weighted
average cost of capital as adjusted for the specific risks related to each CGU.
To forecast beyond the detailed cash flows into perpetuity, a long-term average growth rate of 2.0% (2022: 2.0%) has
been used. This is not greater than the published International Monetary Fund average growth rate in gross domestic
product for the next five-year period in the territories where the CGUs operate. The growth rate was assessed
separately for each CGU however the 2.0% rate was deemed appropriate in both cases.
FRASERS GROUP PLC
ANNUAL REPORT 2023
170
Results
The recoverable amount of the Wholesale & Licensing (excluding Everlast) CGU exceeds its carrying value by
approximately £82m and as such no impairment was required.
The carrying value of the Everlast CGU was determined to be higher than the recoverable amount, primarily as a result
of the revised sales assumptions noted above, and consequently an impairment loss of £87.9m was recognised. The
impairment loss was allocated first to goodwill (£35.9m) and then to brands (£52.0m) and has been disclosed within
selling, distribution and administrative expenses in the Consolidated Income Statement.
Sensitivity Analysis
Following the impairment loss recognised in respect of the Everlast CGU, the recoverable amount is equal to the
carrying amount. Therefore, any adverse movement in a key assumption would lead to a further impairment.
The table below shows changes to the terminal growth rate, risk adjusted discount rate and forecast operating
cash flow assumptions used in the calculation of value in use for the Everlast CGU and the change to the level of
impairment indicated by reasonably possible changes in these assumptions:
Everlast
Impairment recorded
£87.9m
Recoverable amount
£43.7m
Additional impairment required as a result of changes to key assumptions
Current Terminal Growth Rate
2.0%
Revised Terminal Growth Rate
1.8%
Additional impairment required
£0.5m
Current Discount Rate
14.2%
Revised Discount Rate
15.6%
Additional impairment required
£4.1m
Current 5-year average annual forecast sales decline
(2.6%)
Revised 5-year average annual forecast sales decline
(2.8%)
Additional impairment required
£7.9m
Based on the results of the impairment test for the Wholesale & Licensing (excluding Everlast) CGU and the immaterial
carrying value of the remaining goodwill, management are satisfied that there is sufficient headroom against the
carrying value such that a reasonably possible change in assumption would not lead to an impairment. Consequently,
no sensitivity analysis has been disclosed for this CGU.
Climate Change
Management considered the impact of climate change when conducting its impairment review and concluded that it
was unlikely to have a material impact on the assumptions based on the following:
The relevant tangible assets have relatively short useful economic lives and are not considered to be in locations
that will be materially impacted by climate change (i.e., they are in the USA – a developed country).
The forecasts include estimates for ongoing capital expenditure, which management consider to be sufficient
to make any essential climate change related acquisitions (e.g., solar panels or building energy management
systems).
FRASERS GROUP PLC
ANNUAL REPORT 2023
171
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 24 April 2022
-
Gain on revaluation
16.9
At 30 April 2023
16.9
The Group currently holds a 49.0% share of Four (Holdings) Limited (FY22: 49.0%), the carrying amount of this
investment is £nil (FY22: £nil). Detailed disclosures have not been presented as the results are immaterial. The Group
is owed £37.9m from the group of companies headed by Four (Holdings) Limited (£4.5m net of amounts recognised
in respect of loss allowance) (FY22: £62.4m, £24.0m net of loss allowance), see note 23 for further details. The group of
companies headed by Four (Holdings) Limited made a profit of £4.7m in the period (FY22: profit of £11.5m).
During the current period, the Group sold 51% of its shareholding in Kangol LLC to Bollman Hat Company for £17.6m,
retaining a 49% stake. A gain on disposal (loss of control) of £17.6m has been recognised in the gain on disposal
of subsidiaries/discontinued operations line in the consolidated income statement. A fair value gain of £16.9m has
also been recognised within exceptional items reflecting the recognition of the fair value of the Group’s investment
in an associate (£16.9m reflecting the fair value of the remaining 49% stake). Detailed disclosures as to Kangol’s
performance have not been presented as the results are immaterial.
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:
30 April 2023
24 April 2022
(£m)
(£m)
At beginning of period
206.6
263.3
Additions
243.3
198.4
Disposals
(172.4)
(238.4)
Amounts recognised through other comprehensive income
9.9
(8.1)
Exchange differences
2.2
(8.6)
289.6
206.6
Included within long-term financial assets at the period ended 30 April 2023 are the following direct interests held by
the Group:
36.9% (FY22: 36.9%) interest in Mulberry Group plc
17.6% (FY22: Nil%) interest in N Brown Group plc
5.5% (FY22: 2.0%) interest in ASOS plc
Various other interests, none of which represent more than 5.0% of the voting power of the investee
FRASERS GROUP PLC
ANNUAL REPORT 2023
172
The following table shows the fair value of each of the Group’s long-term financial assets (all listed):
30 April 2023
24 April 2022
(£m)
(£m)
Mulberry Group plc
53.2
65.3
N Brown Group plc
23.5
-
ASOS plc
40.5
-
Other*
172.4
141.3
At end of period
289.6
206.6
*Other relates to interests which do not represent more than 5.0% of the voting power of the investee as at 30 April 2023.
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
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Goods for resale
1,464.9
1,277.6
As at 30 April 2023, goods for resale include a right of return asset totalling £6.9m (FY22: £3.2m). Amounts written off in
the period relating to stock was £54.0m (FY22: £59.8m).
The following inventory costs have been recognised in cost of sales:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Cost of inventories recognised as an expense
3,179.9
2,703.3
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 30 April
2023. Overall provisions have decreased from £236.7m in FY22 to £220.6m as at 30 April 2023, with this £16.1m change
in provision being recognised as a credit in cost of sales.
23.
TRADE AND OTHER RECEIVABLES
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Gross credit customer receivables
326.0
372.7
Allowance for expected credit loss on credit customer receivables
(100.1)
(138.5)
Net credit customer receivables
225.9
234.2
Trade receivables
65.6
56.4
Deposits in respect of derivative financial instruments
190.1
243.9
Amounts owed by related parties (see note 34)
4.7
24.2
Other receivables
122.3
170.2
Prepayments
111.5
112.5
720.1
841.4
Following the acquisition of Frasers Group Financial Services Limited (formerly known as Studio Retail Limited) in the
prior year, 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. Following the acquisition of Frasers Group Financial Services Limited (formerly known
as Studio Retail Limited) in the prior year, credit customer receivables now make up a significant element of trade and
FRASERS GROUP PLC
ANNUAL REPORT 2023
173
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.
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), the financial institutions’ assessment of the Group’s creditworthiness
and further purchases / sales of underlying investments held.
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 34.
Exposure to credit risk of trade receivables:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Current
29.1
24.2
0-30 days past due
18.5
14.2
30-60 days past due
3.5
4.6
60-90 days past due
2.6
3.0
Over 90 days past due
11.9
10.4
65.6
56.4
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:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Opening position
74.9
68.3
Amounts charged to the income statement
14.8
6.6
Amounts written off as uncollectable
(0.4)
-
Amounts recovered during the period
(5.7)
-
Closing position
83.6
74.9
Included in the below table is the loss allowance movement in amounts due from related parties as follows:
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
(£m)
(£m)
Opening position
38.4
38.4
Amounts charged to income statement
5.6
-
Closing position
44.0
38.4
FRASERS GROUP PLC
ANNUAL REPORT 2023
174
The gross carrying amount of the balance due from
related parties is £48.7m (FY22: £62.6m). The charge
in the period was recorded in Selling, distribution and
administrative expenses. £11.2m 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
(FY22: £17.6m 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.
Credit Customer Receivables
Certain of the Group’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 £256.4m (2022: £287.2m) were eligible to
be funded via the securitisation facility, and the facilities
utilised were £161.6m (2022: £143.6m).were £143.6m.
Other information
The average credit period taken on sales of goods is 222
days (2022: 219 days). On average, interest is charged
at 3.4% (2022: 3.5%) per month on the outstanding
balance.
The Group 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. The Group 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. The
Group 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, the Group 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 21,395 accounts (2022: 24,711) with total gross
balances of £14.3m (2022: £16.2m) on repayment plans.
Provisions are assessed as detailed above.
During the current period, overdue receivables with a
gross value of £56.0m (24 February to 24 April 2022:
£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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
175
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 30 April 2023:
30 April 2023
24 April 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
242.5
13.0
255.5
272.1
14.3
286.4
Past due:
-
0 - 60 days
23.4
1.3
24.7
36.7
1.8
38.5
60 - 120 days
9.6
0.0
9.6
20.0
0.1
20.1
120+ days
36.2
-
36.2
27.7
-
27.7
Gross trade receivables
311.7
14.3
326.0
356.5
16.2
372.7
Allowance for expected
credit loss
(90.2)
(9.9)
(100.1)
(127.3)
(11.2)
(138.5)
Carrying value
221.5
4.4
225.9
229.2
5.0
234.2
25 April 2022 to 30 April 2023
Stage 1
Stage 2
Stage 3
Total
(£’m)
(£’m)
(£’m)
(£’m)
Gross trade receivables
166.3
103.9
55.8
326.0
Allowance for doubtful debts:
Opening balance
(60.4)
(25.7)
(52.4)
(138.5)
Impairment (charge)/release
28.6
(26.4)
(24.4)
(22.2)
Utilisation in period
14.6
14.9
31.1
60.6
Closing balance
(17.2)
(37.2)
(45.7)
(100.1)
Carrying value
149.1
66.7
10.1
225.9
Analysis of impairment charge:
25 April 2022
to 30 April 2023
24 February 2022
to 24 April 2022
(£’m)
(£’m)
Impairment charge impacting on provision
(22.2)
(14.2)
Recoveries
9.2
1.1
Other
(2.5)
(0.2)
Impairment charge
(15.5)
(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 £2.3m.
A 1% increase/decrease in the assumed recoveries rate
would result in the impairment provision decreasing/
increasing by approximately £1.0m.
Changing the weighting of macro-economic scenarios
so that the severe-case scenario’s weighting is halved
to 10% (with both upside and downside increasing to
5% and base remaining at 50%) would result in the
impairment provision reducing by approximately £0.6m.
FRASERS GROUP PLC
ANNUAL REPORT 2023
176
24.
CASH AND CASH EQUIVALENTS
30 April 2023
24 April 2022
(£m)
(£m)
Cash in bank and in hand - Sterling
81.0
135.4
Cash in bank and in hand - US dollars
61.7
(4.7)
Cash in bank and in hand - Euros
160.7
176.4
Cash in bank and in hand - Other
29.5
29.7
Cash and cash equivalents including overdrafts at period end
332.9
336.8
25. SHARE CAPITAL
30 April 2023
24 April 2022
(£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 30 April 2023 and At 24 April 2022
64.1
64.1
The Group holds 173,127,025 ordinary shares in treasury
(FY22: 151,240,174).
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 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.
The Group holds 17,386,913 shares in the Own Share
Reserve as at period end (FY22: 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, Chief Operating Officer and the
Chief Commercial Officer) 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 four year vesting
period. 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, or the
FRASERS GROUP PLC
ANNUAL REPORT 2023
177
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. 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. At the
2021 AGM, the vesting dates were extended by one
year, which was communicated to employees. 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.
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 5
year vesting 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.
For the equity-settled element of the FY21 Fearless 1000
plan, a charge in the Consolidated Income Statement
of £4.1m (FY22 £4.1m) has been recognised in the period
in relation to the scheme with an equivalent £4.1m (FY22
£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 £1.7m (FY22 £2.4m) has been recognised in the period
along with a corresponding increase in liability.
Executive Share Schemes
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. At the 2022 AGM, the
share price hurdle was increased from £12 to £15 and an
additional requirement of achieving £500m Adjusted
PBT was agreed. The share price must stay above £15
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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
178
The assessed fair value at grant date of the shares
granted during the period ended 24 April 2022 was
327.82p per share for the 4 year vesting period and
331.6p 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:
42.38%
expected dividend yield: 0%
risk-free interest rate: 3.52%
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.
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
£1.5m (FY22: £0.8m) has been recognised in the period in
relation to the scheme with an equivalent £1.5m (FY22:
£0.8m) being recognised in equity.
At the annual general meeting in October 2022, our
shareholders gave approval for the CEO Executive
Share Scheme. Under this scheme shares may be
issued by the Group to Michael Murray (CEO) for no
cash consideration. Under the scheme, 6,711,409 shares
are awarded to the CEO if certain market conditions
are achieved. The share price must stay above £15 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. Awards
are also subject to an adjusted PBT performance
condition and no awards vest unless an adjusted PBT
of £500 million is achieved during a complete financial
year of the Group that falls within the performance
period. 50% of the shares are granted after 3 years and
the remaining 50% after 4 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 30 April 2023 was
233.03p per share for the 3 year vesting period and
233.66p per share for the 4 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
30 April 2023 included:
exercise price: £nil
grant date: 19 October 2022
expiry date: 7 October 2025 and 7 October 2026
share price at grant date: 643p
expected price volatility of the company’s shares:
42.38%
expected dividend yield: 0%
risk-free interest rate: 3.52%
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
£2.4m (FY22: £nil) has been recognised in the period in
relation to the scheme with an equivalent £2.4m (FY22:
£nil) being recognised in equity.
FRASERS GROUP PLC
ANNUAL REPORT 2023
179
26. OTHER RESERVES
Permanent
contribution
to capital
Capital
redemption
reserve
Reverse
combination
reserve
Hedging
reserve
Total other
reserves
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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)
Cash flow hedges
- recognised in the period
-
-
-
6.5
6.5
- recognised time value of options
-
-
-
0.7
0.7
- reclassified and reported in inventory / cost of sales
-
-
-
(38.5)
(38.5)
- reclassified in the period and reported in the sales
-
-
-
(24.6)
(24.6)
- Taxation
-
-
-
14.6
14.6
At 30 April 2023
0.1
8.0
(987.3)
14.0
(965.2)
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 (FY22: 17,386,913).
The non-controlling interests of the Group mostly relates
to Sportland International Group AS and its subsidiaries
and Sports Direct Malaysia Sdn. Bhd.
Sportland International Group AS 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
£4.0m profit (FY22: £5.6m) 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 £22.0m (FY22:
£18.0m). A dividend of £0.7m was paid to the
non-controlling interest in the period (FY22: £1.3m). The
group of companies headed by Sportland International
Group AS has total assets of £110.4m (FY22: £68.6m) and
total liabilities of £42.8m (FY22: £23.4m).
Sports Direct Malaysia Sdn. Bhd. is incorporated in
Malaysia with the principal places of business being a
number of countries across Asia. The non-controlling
interests hold 49% of the share capital of Sports Direct
Malaysia Sdn. Bhd. During the period £6.2m profit
(FY22: £1.5m) has been allocated to the non-controlling
interests of Sports Direct Malaysia Sdn. Bhd., resulting
in an accumulated non-controlling interests at the end
of the period of £10.8m (FY22: £4.6m). No dividend was
paid to the non-controlling interest in the period (FY22:
£nil). The group of companies headed by Sports Direct
Malaysia Sdn. Bhd. has total assets of £31.4m (FY22:
£18.7m) and total liabilities of £5.8m (FY22: £5.1m).
FRASERS GROUP PLC
ANNUAL REPORT 2023
180
27.
BORROWINGS
30 April 2023
24 April 2022
(£m)
(£m)
Current:
Lease liabilities
119.6
117.0
Non-Current
Bank and other loans
749.7
827.9
Lease liabilities
560.3
503.6
1,429.6
1,448.5
An analysis of the Group’s total borrowings other than bank overdrafts is as follows:
30 April 2023
24 April 2022
(£m)
(£m)
Borrowings - sterling
749.7
827.9
Group borrowings (excluding Frasers Group Financial Services Limited) are at a rate of interest of 2.0% (FY22: 2.0%)
over the interbank rate of the country within which the borrowing entity resides. The securitisation loan relating to
Frasers Group Financial Services Limited had a balance at 30 April 2023 of £161.6m (FY22: £143.6m). The average
interest rate paid on the securitisation loan was 5.41% (FY22: 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 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
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
Cash-flows:
- Borrowings drawn down
616.8
-
616.8
- Borrowings repaid
(695.0)
-
(695.0)
Lease liability:
- IFRS 16 Lease Liabilities - cash-flows
-
(140.7)
(140.7)
- IFRS 16 Lease Liabilities - modifications/remeasurements, transfers from non-current
to current, and foreign exchange adjustments
(121.4)
101.8
(19.6)
- IFRS 16 Lease Liabilities - new leases
137.1
35.2
172.3
- IFRS 16 Lease Liabilities - acquired through business combinations (note 32)
41.0
6.3
47.3
At 30 April 2023
1,310.0
119.6
1,429.6
FRASERS GROUP PLC
ANNUAL REPORT 2023
181
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 was extended by one year and the facility increased to £1,052.5m as at the reporting date until November
2024 and £1,002.5m until November 2025. Given the revolving credit facility is available for a minimum of 2 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:
30 April 2023
24 April 2022
(£m)
(£m)
Borrowings
(1,429.6)
(1,448.5)
Add back:
- Lease liabilities
679.9
620.6
Cash and cash equivalents
332.9
336.8
Net debt
(416.8)
(491.1)
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 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
Acquired through business
combinations (see note 32)
-
-
0.9
-
-
-
-
-
0.9
Credited/(charged) to the
income statement
11.0
(17.2)
(23.5)
2.4
-
9.0
-
3.1
(15.2)
Charged to reserves
-
-
-
6.2
-
(0.5)
-
-
5.7
Charged to hedging reserves
-
-
-
-
14.6
-
-
-
14.6
At 30 April 2023
64.2
2.1
-
14.3
(8.2)
(6.9)
(0.6)
1.5
66.4
30 April 2023
24 April 2022
(£m)
(£m)
Deferred tax assets
82.1
100.8
Deferred tax liabilities
(15.7)
(40.4)
Net deferred tax balance
66.4
60.4
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY22: 25%), on the basis that this was the
tax rate that was 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. £166m of taxable losses not
recognised as a deferred tax asset (approx. £42m deferred tax asset) (FY22: approx. £122m taxable losses and approx.
£30m deferred tax asset).
FRASERS GROUP PLC
ANNUAL REPORT 2023
182
29. PROVISIONS
Legal and
regulatory
Property
related
Financial
services related
Other
Total
(£m)
(£m)
(£m)
(£m)
(£m)
At 25 April 2021
215.8
144.1
-
1.3
361.2
Amounts provided
17.7
53.7
-
-
71.4
Acquired through business combinations
(see note 32)
7.1
2.7
42.4
-
52.2
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
Acquired through business combinations
(see note 32)
-
6.0
-
-
6.0
Amounts provided
1.3
69.7
-
0.8
71.8
Amounts utilised / reversed
(108.0)
(70.2)
(25.6)
(0.5)
(204.3)
At 30 April 2023
123.5
166.7
16.0
0.3
306.5
Financial services related and other provisions are
categorised as current liabilities, while legal and
regulatory and property related provisions are
non-current.
Legal and regulatory provisions
Legal and regulatory provisions reflect management’s
best estimate of the potential costs arising from the
settlement of outstanding disputes of a commercial and
regulatory nature.
A substantial portion of the amounts provided relates
to ongoing legal claims and non-UK tax enquiries. On
the basis of a review of the facts and circumstances
prevailing at the balance sheet date in relation to
these matters, management has reassessed its best
estimate of the amounts provided at 30 April 2023
which has resulted in a reduction in amounts provided
of approximately £95m compared to the prior year.
In accordance with IAS37.92, management have
concluded that it would prejudice seriously the position
of the Group to provide further specific disclosures
in respect of amounts provided for legal claims and
non-UK tax enquiries.
Also included within legal and regulatory provisions
are amounts relating to appeals by Studio Retail
against decisions of HMRC with regard to the setting
of a 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 30 April 2023, the Group held a provision of
approximately £2.5m (FY22: £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 Studio
Retail’s quarterly VAT returns or paid to HMRC pending
appeal. 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.
The timing of the outcome of legal claims and non-UK
tax inquiries 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.
Property related provisions
Included within property related provisions are
provisions for dilapidations in respect of the Group’s
retail stores and warehouses. Further details of
management’s estimates are included in note 2.
Financial services provisions
As a regulated business, Frasers Group Financial
Services Limited has an obligation to proactively review
its business to ensure that appropriate outcomes were
delivered to customers. At 24 April 2022, a provision
of £41.6m was recognised in respect of the probable
costs of remediating customers who may have been
adversely impacted by legacy decisions. Since the
approval of the prior year’s consolidated financial
statements, the receipt of new information which
was not available at the point the prior year financial
statements were approved, has enabled management
to refine the relevant customer cohorts who were
potentially impacted by these legacy decisions and
complete detailed analysis of the financial implications.
This has enabled a revision to management’s best
estimate of the likely costs of remediation and has
resulted in a reduction in the amount provided of
approximately £25m. The remaining provision is
expected to be utilised within 12 months of the balance
sheet date.
Management considered whether or not the reduction
in provision should result in an adjustment to the
amounts recognised in the acquisition balance sheet
in accordance with the requirements of IFRS 3.45 and
FRASERS GROUP PLC
ANNUAL REPORT 2023
183
IFRS3.47 and concluded that the release should be treated as a prospective change in accounting estimate under
IAS8.34 since it arose as a result of new information which has come to light since 24 April 2022. It is the Group’s
policy to present items that “merit separate presentation” by reference to their “their size, nature and infrequency of
the events giving rise to them” as exceptional items. Given the unusual size, nature and infrequency of movements in
provisions of this nature, management has disclosed the income statement impact within exceptional items in the
consolidated income statement.
Other provisions
Other provisions relate to provisions for restructuring and employment (non-retirement related).
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 - 30 April 2023
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Amortised cost:
Trade and other receivables*
-
-
-
603.9
603.9
Cash and cash equivalents
-
-
-
332.9
332.9
Amounts owed by related parties
-
-
-
4.7
4.7
FVOCI:
Long Term Financial Assets (Equity Instruments)
289.6
-
-
-
289.6
Derivative financial assets (FV):
Foreign forward purchase and sales contracts
-
49.9
-
-
49.9
Foreign currency options
-
0.7
-
-
0.7
Interest rate swaps
-
28.7
-
-
28.7
-
79.3
-
-
79.3
FINANCIAL LIABILITIES - 30 April 2023
Amortised cost:
Non-current borrowings
-
-
-
(749.7)
(749.7)
Trade and other payables**
-
-
-
(701.5)
(701.5)
IFRS 16 Lease liabilities
-
-
-
(679.9)
(679.9)
Derivative financial liabilities (FV):
Foreign forward and written options purchase and sales contracts
-
(22.7)
-
-
(22.7)
Derivative financial liabilities - contracts for difference & equity options
-
(43.8)
-
-
(43.8)
-
(66.5)
-
-
(66.5)
*Prepayments of £111.5m are not included as a financial asset.
**Other taxes including social security costs of £10.4m are not included as a financial liability.
FRASERS GROUP PLC
ANNUAL REPORT 2023
184
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)
206.6
-
-
-
206.6
Derivative financial assets (FV):
Foreign forward purchase and sales contracts
-
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
-
(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.
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%
FY23:
Trade and Other Receivables
548.2
22.1
33.6
603.9
(1.1)
1.1
(1.6)
1.6
Cash and cash equivalents
227.3
32.1
73.5
332.9
(1.5)
1.5
(3.5)
3.5
Trade and Other Payables
(579.0)
(19.4)
(103.1)
(701.5)
0.9
-0.9
4.9
-4.9
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
(3.7)
3.7
Trade and Other Payables
(614.0)
(15.0)
(92.7)
(721.7)
0.8
(0.8)
4.6
-4.6
There is no difference between fair value and carrying value of the above financial instruments (FY22: £nil).
FRASERS GROUP PLC
ANNUAL REPORT 2023
185
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 (FY22: £nil) and derivative financial liabilities balance
of £43.8m (FY22: £75.9m). The equity derivative financial
assets and equity derivative financial liabilities as at 30
April 2023 relate to strategic investments held of between
0.1% and 25.6% 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 30 April 2023
and at 24 April 2022 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
£48.7m (FY22: £62.6m).
C.
Derivatives: Foreign Currency Forward Contracts
(c)(i) Hedging
The most significant exposure to foreign exchange
fluctuations relates to transactions denominated in
foreign currencies, principally purchases made in US
Dollars and online sales receipts 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 and options, taking into
account any foreign currency cash flows. The Group
does not hold or issue derivative financial instruments for
trading purposes. 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
186
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
30 April 2023 was:
30 April 2023
24 April 2022
(£m)
(£m)
Assets
US Dollar purchases - GBP
0.7
32.9
US Dollar purchases - EUR
7.1
54.2
Euro sales
37.7
12.8
Total
45.5
99.9
Liabilities
US Dollar purchases - GBP
2.2
-
US Dollar purchases - EUR
-
-
Total
2.2
-
The details of hedged forward foreign currency purchase contracts, options and contracted forward rates were
as follows:
30 April 2023
24 April 2022
(£’m)
(£’m)
Currency
GBP
Currency
GBP
US Dollar purchases
380.0
306.5
480.0
340.4
Contracted rates USD / GBP
1.21 - 1.257
1.41
Weighted average contracted rates USD / GBP
1.24
1.41
US Dollar purchases
60.0
40.1
120.0
78.6
Contracted rates USD / EUR
1.31
1.26-1.31
Weighted average contracted rates USD / EUR
1.31
1.28
Euro sales
(816.0)
(771.1)
(600.0)
(574.5)
Contracted rates EUR / GBP
0.98-1.09
0.99-1.08
Weighted average contracted rates EUR / GBP
1.058
1.04
The timing of the contracts is as follows:
Currency
Hedging against
Currency value
Timing
Rates
USD/GBP
USD inventory purchases
USD 380m
FY24
1.21 - 1.26
USD/EUR
USD inventory purchases
USD 60m
FY24
1.31
EUR/GBP
Euro sales
EUR 816m
FY24-FY26
0.98-1.09
The foreign currency forwards and options are denominated in the same currency as the highly probable 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
187
30 April 2023
24 April 2022
(£m)
(£m)
Change in discounted spot value of outstanding hedging instruments since inception of the hedge
(14.7)
(77.5)
Change in value of hedged item used to determine hedge ineffectiveness
(41.3)
(104.9)
30 April 2023
24 April 2022
(£’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
(2.7)
2.7
30.5
30.5
US Dollars purchases - EUR
0.8
(0.8)
9.7
9.7
Euro sales
7.7
(7.7)
11.9
11.9
At 30 April 2023, £771.1m of forward sales contracts (FY22: £574.5m) and £346.7m of purchase contracts (FY22: £419.0m)
qualified for hedge accounting and the gain on fair valuation of these contracts of £7.2m (FY22: £52.1m) has therefore
been recognised in other comprehensive income.
At 30 April 2023, no hedged purchase contracts had a maturity of greater than 12 months (FY22: £38.6m of purchase
contracts) and £576.0m of hedged sales had a maturity of greater than 12 months (FY22: £332.1m of sales contracts).
As a result of the changes above there is no ineffectiveness to recognise in profit or loss.
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 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
Recognised
6.1
7.5
(6.4)
7.2
-
7.2
Reclassified in sales
-
(24.6)
-
(24.6)
-
(24.6)
Reclassified in inventory /
cost of sales
(33.0)
-
(5.5)
(38.5)
-
(38.5)
Deferred Tax
-
-
-
-
14.6
14.6
As at 30 April 2023
6.1
11.8
0.1
18.0
(4.0)
14.0
FRASERS GROUP PLC
ANNUAL REPORT 2023
188
(c)(ii) Unhedged
The sterling principal amounts of unhedged forward contracts and written currency option contracts and contracted
rates were as follows:
30 April 2023
24 April 2022
(£m)
(£m)
US Dollar purchases - GBP
155.1
-
Contracted rates USD / GBP
1.21 - 1.25
-
US Dollar purchases - EUR
18.6
78.6
Contracted rates USD / EUR
1.31
1.26-1.31
- Euro sales
831.8
(715.9)
Contracted rates EUR / GBP
0.98 - 1.13
0.99-1.08
Included within finance income, classified within fair
value adjustment to derivatives, is a gain on fair value
of unhedged forward contracts, written currency option
contracts and swaps of £26.0m (FY22: loss of £28.9m).
At 30 April 2023, £16.3m of unhedged purchase contracts
had a maturity at inception of greater than 12 months
(FY22: £78.6m purchase contracts) and £831.8m of
unhedged sales had a maturity at inception of greater
than 12 months (FY22: £715.9m 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.
FY23 value excludes short term swaps of USD/GBP of
USD 70.0m, EUR/USD of EUR 27.0m and EUR/GBP of
EUR 180m which were required for cash management
purposes only (FY22: USD/GBP of USD 40m and EUR/
USD of EUR 40m).
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 £28.7m (2022: asset of £16.6m).
The fair value gain has been recognised in finance cost
classified as fair value adjustment to derivatives.
FRASERS GROUP PLC
ANNUAL REPORT 2023
189
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
30 April 2023
24 April 2022
30 April 2023
24 April 2022
(£’m)
(£’m)
(£’m)
(£’m)
Sterling strengthens by 10%
US Dollar
(0.1)
(2.9)
(32.3)
(22.6)
Euro
(14.3)
(39.4)
(17.6)
10.0
Sterling weakens by 10%
US Dollar
0.1
3.5
39.5
27.6
Euro
17.5
48.1
21.6
(12.3)
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
30 April 2023
24 April 2022
30 April 2023
24 April 2022
(£’m)
(£’m)
(£’m)
(£’m)
Interest rate increase of 0.5%
(3.8)
(2.6)
(3.8)
(2.6)
Interest rate decrease of 0.5%
3.8
2.6
3.8
2.6
Long term Investments Sensitivity Analysis
The following table illustrates the sensitivity of price risk in relation to long term investments held by the Group:
30 April 2023
Equity
(£'m)
Share price increase of 10%
29.0
Share price decrease of 10%
(29.0)
FRASERS GROUP PLC
ANNUAL REPORT 2023
190
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)
2023
Non derivative financial liabilities:
Bank loans and overdrafts
-
-
749.7
-
749.7
Bank loans and overdrafts interest
46.3
49.2
52.2
-
147.7
Trade and other payables
701.5
-
-
-
701.5
IFRS 16 Lease liabilities
134.7
106.7
214.0
490.3
945.7
Derivative financial instruments:
Cash inflows
(638.0)
(700.1)
(763.6)
-
(2,101.7)
Cash outflows
654.4
702.6
769.5
-
2,126.5
898.9
158.4
1,021.8
490.3
2,569.4
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
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, 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.
From time to time the Board may initiate share buy
back programmes.
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 0.4 (FY22: 0.6). The
objective is to keep this figure below 3.0 (FY22: 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.
The Group allocates capital in the following order:
The existing business such as automation
and infrastructure
Growth opportunities such as acquisitions and
property purchases
Strategic investments where the Group believes
that there is a mutually beneficial commercial
relationship
Returns to shareholders in the form of share
buy backs
These capital management policies have remained
unchanged from the prior period.
FRASERS GROUP PLC
ANNUAL REPORT 2023
191
31.
TRADE AND OTHER PAYABLES
30 April 2023
24 April 2022
(£m)
(£m)
Trade payables
374.9
358.1
Amounts owed to related undertakings
0.2
0.1
Other taxes including social security costs
10.4
8.1
Other payables
95.9
102.0
Accruals
230.5
261.5
711.9
729.8
Included within other payables are amounts outstanding in respect of gift cards and vouchers of £46.8m (FY22: £42.6m).
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
32. ACQUISITIONS
Sportmaster
On 16 May 2022 the Group acquired the entire share
capital of leading Danish sport retailer Sportmaster
Danmark ApS (‘Sportmaster’) for cash consideration
of £0.9m which is deemed to be the fair value of the
consideration. The acquisition will help to grow the
Group’s retail presence in Denmark. At the date of
acquisition, included within Borrowings was £15.3m
owed by Sportmaster Danmark ApS to its parent
company Sportmaster Operations PTE. Ltd. As part
of the transaction, a debt transfer took place which
transferred this loan to the Group which became the
new lender and the fair value adjustment against
borrowings relates to this. The fair value adjustment to
intangible assets, property, plant & equipment 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. The asset and liability values at
acquisition are detailed below.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Property, plant and equipment
5.0
(5.0)
-
Right of use assets
21.7
(3.5)
18.2
Intangible assets
2.4
(2.4)
-
Inventories
19.8
3.1
22.9
Cash and cash equivalents
2.1
-
2.1
Trade and other receivables
9.2
-
9.2
Trade and other payables
(22.9)
(7.0)
(29.9)
Borrowings
(22.3)
22.3
-
Lease liability
(21.6)
-
(21.6)
Provisions
(2.3)
-
(2.3)
Goodwill
-
2.3
2.3
Net (liabilities) /
assets acquired
(8.9)
9.8
0.9
Transaction costs for the acquisition of Sportmaster
totalled £0.3m.
Missguided
On 1 June 2022 the Group acquired certain intellectual
property, freehold property and inventory of the
online women’s fashion retailer Missguided Limited (in
administration), Mennace Limited (in administration) and
Missguided (IP) Limited for £30.8m which is deemed to
be the fair value of the consideration. The acquisition
will add additional expertise to the Group’s digital
women’s fashion offering. Goodwill represents the
premium associated with the future brand value and
the assembled workforce. The fair value adjustments
to intangible assets, property, plant & equipment, and
inventory relate 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. The asset and liability values at
acquisition are detailed below. The intangible assets
acquired relate to the IP/Brand.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Property, plant and equipment
4.4
1.6
6.0
Intangible assets
-
11.7
11.7
Inventories
17.0
(12.2)
4.8
Goodwill
-
8.3
8.3
Net assets acquired
21.4
9.4
30.8
Transaction costs for the acquisition of Missguided
totalled £0.2m.
FRASERS GROUP PLC
ANNUAL REPORT 2023
192
I Saw It First
On 28 July 2022 the Group acquired the entire share
capital of online fashion retailer I Saw It First Limited
for cash consideration of £1. At the date of acquisition,
I Saw It First Limited owed £13.0m to its shareholders.
As part of the transaction, a debt transfer took place
which transferred this loan to the Group which became
the new lender and the fair value adjustment against
borrowings relates to this. The acquisition will add
additional expertise to the Group’s digital women’s
fashion offering. The asset and liability values at
acquisition are detailed below.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Property, plant and equipment
0.7
-
0.7
Inventories
5.0
-
5.0
Cash and cash equivalents
1.8
-
1.8
Trade and other receivables
1.2
-
1.2
Trade and other payables
(9.2)
-
(9.2)
Borrowings
(13.0)
13.0
-
Goodwill
-
0.5
0.5
Net (liabilities) / assets
acquired
(13.5)
13.5
-
Transaction costs for the acquisition of I Saw It First
totalled £0.2m.
Mysale
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. On 26 September 2022 the Group announced
that the offer had become a mandatory cash offer
and on 18 October 2022 the mandatory offer became
unconditional. The deadline for acceptance of the offer
was 1 November 2022 and at that date the Group owned
or had received valid acceptances in respect of 95.35%
of Mysale’s issued share capital. The shareholding
passed 50% on 13 October 2022 and at the period
end the Group held 99.96% of Mysale’s issued share
capital. Therefore, it has been treated as a subsidiary
and consolidated in the results of Frasers Group Plc with
the acquisition date being treated as 13 October 2022.
Total consideration paid was £20.8m. £10.4m of his had
been paid at acquisition with a liability being recognised
for the remaining 50% - this has been fully paid up
since the half year. The acquisition will accelerate the
Group’s global growth strategy, enhance its operational
capabilities and its offering to consumers and provide
a platform from which to explore further opportunities
for investment in retail opportunities in Australia and the
surrounding regions. Goodwill represents the premium
associated with the future domain reputation, the ability
of the Company to develop future software technology,
and the assembled workforce. The fair value adjustment
to intangible assets 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. The asset and liability values at
acquisition are detailed below.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Property, plant and equipment
1.0
(0.2)
0.8
Right of use assets
1.3
-
1.3
Intangible assets
12.9
(12.9)
-
Inventories
2.3
0.8
3.1
Cash and cash equivalents
1.7
-
1.7
Trade and other receivables
1.7
-
1.7
Trade and other payables
(10.1)
-
(10.1)
Lease liability
(2.2)
-
(2.2)
Goodwill
-
24.5
24.5
Net assets acquired
8.6
12.2
20.8
Transaction costs for the acquisition of Mysale
totalled £0.3m.
Sneakerboy
On 23 September 2022 the Group acquired the trade and
assets of Sneakerboy PTY Limited for cash consideration
of £1.0m. The acquisition is part of the Group’s global
growth strategy for luxury footwear. The asset and
liability values at acquisition are detailed below.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Inventories
1.0
-
1.0
Net assets acquired
1.0
-
1.0
Transaction costs for the acquisition of Sneakerboy
totalled £0.4m.
Coventry Arena
On 17 November 2022 the Group acquired the trade
and assets of Arena Coventry (2006) Limited, Arena
Coventry Limited and IEC Experience Limited for
cash consideration of £15.8m. The acquisition shows
our commitment to the Coventry area further to our
investment in a site, subject to planning, for a new
delivery centre and campus at Ansty.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Property, plant and equipment
15.8
-
15.8
Net assets acquired
15.8
-
15.8
Transaction costs for the acquisition of Coventry Arena
totalled £2.2m.
FRASERS GROUP PLC
ANNUAL REPORT 2023
193
Gieves & Hawkes
On 24 November 2022 the Group acquired the trade
and assets of Gieves & Hawkes Limited, Gieves
Limited, Gieves and Hawkes International (BVI) Limited
and Gieves & Hawkes International Limited for cash
consideration of £1.3m. The acquisition adds to our
portfolio of strategic investments in luxury and premium
brands. The asset and liability values at acquisition are
detailed below.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Inventories
0.9
0.4
1.3
Net assets acquired
0.9
0.4
1.3
Transaction costs for the acquisition of Gieves & Hawkes
totalled £0.2m.
Amara
On 30 November 2022 the Group acquired the
trade and assets of Amara Living Limited for cash
consideration of £2.0m. The acquisition will build on our
ambitions to create a credible homeware destination for
Flannels. The asset and liability values at acquisition are
detailed below.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Inventories
4.2
-
4.2
Non-controlling interests
-
(1.3)
(1.3)
Bargain purchase
-
(0.9)
(0.9)
Net assets acquired
4.2
(2.2)
2.0
Transaction costs for the acquisition of Amara
totalled £0.4m.
The bargain purchase of £0.9m is as a result of the
administration of Amara, the amount has been
recognised within Selling, distribution and administrative
expenses in the period.
The non-controlling interests of £1.3m has been measured
at its proportionate share of the recognised amount of
the identifiable net assets at the acquisition date.
Premium Fashion Brands
On 16 December 2022 the Group acquired the
premium fashion brands Base Childrenswear, Choice,
Clothingsites (including Brown Bag Clothing), Cricket,
Giulio, Kids Cavern, Missy Empire, Nicholas Deakins,
Pretty Green, Prevu Studio, Rascal Clothing, Tessuti
(including Xile), Scotts, Watch Shop and Topgrade
Sportswear (including Get The Label) by way of the
acquisition of shares held by JD Sports and the transfer
of all of the indebtedness owing to JD by the Businesses,
by, and to, subsidiaries of Frasers Group.
Completion of the acquisition of eight of the Businesses
and the debt took place on exchange on 16 December
2022. Completion of the acquisition of Cricket, Tessuti
Scotts, Giulio and Choice took place on 8 February
2023. Completion of the acquisition of fashion brand
Topgrade Sportswear (including Get The Label) took
place on 3 March 2023. The acquisition of the Rascal
Clothing brand did not proceed. In addition, on 9 March
2023 the acquisition of Woodlandslove Limited (Philip
Browne) took place.
The acquisition adds to our existing luxury and premium
business.
The cash consideration for the above companies
totalled £47.4m.
Book
Value
Fair Value
Adjustment
Fair
Value
(£m)
(£m)
(£m)
Property, plant and equipment
20.3
(20.3)
-
Right of use assets
37.3
(13.8)
23.5
Intangible assets
5.6
(5.6)
-
Deferred tax asset
0.9
-
0.9
Inventories
80.3
(6.9)
73.4
Trade and other receivables
7.5
-
7.5
Prepayments
7.0
-
7.0
Cash and cash equivalents
86.4
-
86.4
Trade and other payables
(45.2)
-
(45.2)
Accruals
(19.8)
-
(19.8)
Provisions
(0.8)
(2.9)
(3.7)
Lease liability
(39.5)
16.0
(23.5)
Non-controlling interests
-
(2.7)
(2.7)
Bargain purchase
-
(55.2)
(55.2)
Net assets acquired
140.0
(91.4)
48.6
Transaction costs for the acquisition of the Premium
fashion brands totalled £1.7m.
The bargain purchase of £55.2m has been recognised
within exceptional items in the period.
The non-controlling interests of £2.7m has been
measured at its proportionate share of the
recognised amount of the identifiable net assets at
the acquisition date.
Total transaction costs across all acquisitions totalled
£5.9m, the amount has been recognised within Selling,
distribution and administrative expenses in the period.
FRASERS GROUP PLC
ANNUAL REPORT 2023
194
Summary of FY23 acquisitions
The following table summarises the fair values of
consideration paid:
Cash
consideration
(£m)
Sportmaster
0.9
Missguided
30.8
I Saw It First
-
Mysale
20.8
Sneakerboy
1.0
Coventry Arena
15.8
Gieves & Hawkes
1.3
Amara
2.0
Premium fashion brands
47.4
Total
120.0
The asset and liability values of all the acquisitions are
summarised below.
Fair values
(£m)
Property, plant and equipment
23.3
Right of use assets
43.0
Intangible assets
11.7
Deferred tax assets
0.9
Inventories
115.7
Cash and cash equivalents
92.0
Trade and other receivables
19.6
Prepayments
7.0
Trade and other payables
(94.4)
Accruals
(19.8)
Borrowings
-
Lease liability
(47.3)
Provisions
(6.0)
Non-controlling interests
(4.0)
Goodwill
35.6
Bargain purchase
(56.1)
Net assets acquired
121.2
Since the date of control, the following amounts have
been included within the Group’s Financial Statements
for the period:
Revenue
Operating
(loss)/profit
(Loss)/Profit
before tax
(£m)
(£m)
(£m)
Sportmaster
86.5
(18.5)
(19.2)
Missguided
20.0
(21.6)
(21.6)
I Saw It First
12.4
(6.8)
(6.8)
Mysale
16.9
(1.1)
(1.1)
Sneakerboy
-
-
-
Coventry Arena
6.7
(3.5)
(4.4)
Gieves & Hawkes
2.1
(1.2)
(1.2)
Amara
3.2
(2.4)
(2.4)
Premium fashion brands
71.9
9.8
9.7
Total
219.7
(45.3)
(47.0)
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:
Revenue
Operating
loss
Loss before
tax
(£m)
(£m)
(£m)
Sportmaster
94.4
(23.2)
(24.9)
Missguided
10.1
(1.8)
(21.8)
I Saw It First
13.1
(8.0)
(8.0)
Mysale
36.2
(3.6)
(3.6)
Sneakerboy
-
-
-
Coventry Arena
13.4
(7.0)
(7.0)
Gieves & Hawkes
3.6
(2.0)
(2.0)
Amara
5.5
(5.6)
(5.6)
Premium fashion brands
288.2
(11.6)
(13.7)
Total
464.5
(62.8)
(86.6)
There were no contingent liabilities acquired as a result
of the above transactions.
FRASERS GROUP PLC
ANNUAL REPORT 2023
195
Reconciliation of net cash outflow from investing activities:
Cash
consideration
Fair value of
cash and cash
equivalents
acquired
Purchase of
subsidiaries, net of
cash acquired
(£m)
(£m)
(£m)
Sportmaster
0.9
2.1
(1.2)
Missguided
30.8
-
30.8
I Saw It First
-
1.8
(1.8)
Mysale
20.8
1.7
19.1
Sneakerboy
1.0
-
1.0
Coventry Arena
15.8
-
15.8
Gieves & Hawkes
1.3
-
1.3
Amara
2.0
-
2.0
Premium fashion brands
47.4
86.4
(39.0)
Total
120.0
92.0
28.0
Summary of FY22 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. 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.
ii.
During FY22, the Group acquired the entire
share capital of Bob Woolmer Sales Limited for
consideration of £2.5m.
The asset and liability values at acquisition are detailed
below. In FY22 we reviewed the fair value of the assets
and liabilities acquired which were deemed to be
provisional given the judgemental nature of some of the
balances. 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 2023
196
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 was recognised within cost of sales in FY22. The Goodwill arising on the other acquisitions of £1.3m
was impaired to £nil as at the prior 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 FY22 and FY23 analysis of this receivable balance and the IFRS 9 allowance for
expected credit losses can be found at note 23.
There were no contingent liabilities acquired as a result of the above transactions.
Reconciliation of net cash outflow from investing activities for FY22:
(£’m)
Studio Retail
Limited
Other
Total
(£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)
FRASERS GROUP PLC
ANNUAL REPORT 2023
197
33. CAPITAL COMMITMENTS
The Group had capital commitments of £65.2m as at 30 April 2023 (24 April 2022: £145.0m) relating to warehouse
automation, aircraft, other plant and machinery, and property purchases.
34.
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:
53 weeks ended 30 April 2023:
Relationship
Sales
Purchases
Trade
and other
receivables
Trade
and other
payables
(£’m)
(£’m)
(£’m)
(£’m)
Related Party
Four (Holdings) Limited & subsidiaries
(1)
Associate
0.3
68.2
4.5
-
Mash Holdings Limited
Parent company
-
-
0.2
-
Mike Ashley
(2)
Plc Director
2.6
-
-
-
Rangers Retail Limited
Associate
-
-
-
0.1
Tymit Ltd
Associate
-
2.1
-
-
Reath SW Limited
Connected
persons
-
0.6
-
0.1
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
-
-
(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.
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.
The trade and other receivables balance with Four (Holdings) Limited includes an unsecured loan balance of £37.5m
(gross of £33.2m (FY22: £38.5m) recognised in respect of loss allowance) which attracts interest at SONIA + 2.5% within
current assets (FY22: £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 (FY22: £nil). 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.
Reath SW Limited is a company in which Robert Palmer, the Groups Company Secretary, is a director. Reath SW
Limited provide professional services to the Group.
FRASERS GROUP PLC
ANNUAL REPORT 2023
198
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
1 April 2023
(£m)
Share capital
3.0
Share premium
12.2
Retained earnings
38.1
Total equity
46.8
Profit for the period
12.9
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
1.9
1.4
Fair value charge for Executive Share Scheme (see note 25)
1.5
0.8
Total
3.4
2.2
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.
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 completed its assessment
of the unsettled value created by MM Prop
Consultancy Limited to the Group in FY22, with the
assistance of independent third-party experts.
In FY22 MM Prop Consultancy Limited was entitled to
up to 25% of any value created by services provided
to the Group. MM Prop Consultancy Limited agreed
to waive contractually due amounts, including part
crediting previous payments under this agreement,
such that the Group received a 40% discount as part
of the finalisation and cessation of the consultancy
agreement. The final payment made by the Group
to MM Prop Consultancy Limited following the
application of this discount is £20.9m which was paid
in the prior year.
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. This agreement ended on 1 May
2022 when Michael Murray became CEO of Frasers
Group. M.P.M Elevation Limited was not paid in the
year in relation to the provision of the elevation
strategy services (FY22: £0.1m).
35. 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 (64.9% of
the issued ordinary share capital of the Company) and
26,492,540 (5.7% 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
199
36.
POST BALANCE SHEET
EVENTS
On 30 May 2023 and 20 June 2023, the Group
commenced share buyback programmes with the
aggregate purchase price of all shares acquired
under these programmes of no greater than £70m
each and the maximum number of shares that may
be purchased under the programmes of 10m ordinary
shares each. The purpose of the programmes was to
reduce the share capital of the Company. 9,988,501
ordinary shares at an average price of 6.93p each for
consideration of £69.2m were acquired through these
programmes as at 26 July 2023.
The Group has continued to increase its holdings
across its strategic investments portfolio through the
following transactions after the financial year:
The Group made several transactions to increase
its holding in ASOS plc bringing the total direct
shareholding to 10.6% as of 18 July.
On the 9 June, the Group announced its partnership
with AO World and acquired a 18.9% holding in the
entity for £74m. The Group continued its investment
on 26 June bringing the total ownership to 22.2%.
It was announced on 20 June that the Group
acquired a 5% stake in Boohoo Group PLC
having purchased 63,543,706 ordinary shares. The
Group subsequently increased this holding to
7.8% on 26 July.
It was announced on 26 July that the Group had
increased its stake in N Brown PLC bringing total
ownership to 19.0%.
Studio Retail Limited changed its name to Frasers Group
Financial Services on 31 May 2023.
The Group increased its holding in Sports Direct
Malaysia Sdn. Bhd. On 31 May 2023, bringing the total
ownership to 75% for consideration of £16.9m.
37.
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 £8.5m 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”), 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 £875,000.
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 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.
FRASERS GROUP PLC
ANNUAL REPORT 2023
200
The last funding valuation of the Scheme was undertaken at 5 April 2019 and recorded a surplus of £1,477,000 in
respect of the Group section. The Scheme is administered by Barnet Waddingham LLP.
The latest full actuarial valuation has been updated for IAS 19 purposes to 30 April 2023 by PricewaterhouseCoopers
LLP (“PwC”) using the assumptions detailed below. The results of the IAS 19 valuation are summarised as follow:
30 April 2023
24 April 2022
(£m)
(£m)
Fair value of the scheme assets
67.6
89.0
Present value of the funded obligations
(66.8)
(86.8)
Surplus in the scheme
0.8
2.2
Plan assets
30 April 2023
24 April 2022
(£m)
(£m)
Plan assets comprise:
Annuities
65.0
84.8
Cash
2.6
4.2
Total
67.6
89.0
Movement in the present value of defined benefit obligations
30 April 2023
24 April 2022
(£m)
(£m)
At beginning of the period
(86.8)
(93.2)
Interest cost
(2.6)
(0.4)
Effect of changes in demographic assumptions
0.5
0.1
Effect of changes in financial assumptions
20.3
5.7
Effect of experience adjustments
(3.6)
(0.4)
Benefits paid
5.4
1.4
At end of the period
(66.8)
(86.8)
Movement in the fair value of plan assets
30 April 2023
24 April 2022
(£m)
(£m)
At beginning of the period
89.0
120.5
Scheme expenses
(0.9)
(0.4)
Interest on assets
2.6
0.5
Remeasurements
(17.7)
(32.2)
Employer contributions
-
2.0
Benefits paid
(5.4)
(1.4)
At end of the period
67.6
89.0
Movement in the pension surplus
30 April 2023
24 April 2022
(£m)
(£m)
Surplus at beginning of the period
2.2
27.3
Scheme expenses
(0.9)
(0.4)
Net interest income
-
0.1
Remeasurements
(0.5)
(26.8)
Employer contributions
-
2.0
Surplus at end of the period
0.8
2.2
FRASERS GROUP PLC
ANNUAL REPORT 2023
201
Expense recognised in the Consolidated Income Statement
30 April 2023
24 April 2022
(£m)
(£m)
(i) Included within administrative expenses
Scheme expenses
(0.9)
(0.4)
(ii) Included within finance income
Net interest income
-
0.1
Amounts recognised in other comprehensive income
30 April 2023
24 April 2022
(£m)
(£m)
Total remeasurements
(0.5)
(26.8)
Actuarial Assumptions
The following are the principal actuarial assumptions at the reporting date:
30 April 2023
24 April 2022
Financial Assumptions
Discount rate for scheme liabilities
4.90%
3.00%
RPI Price Inflation
3.25%
3.70%
CPI Price Inflation (Pre-2030 / Post-2030)
2.25% / 3.25%
2.70% / 3.70%
Rate of increase to pensions in payment in line with RPI inflation (up to 5% per annum)
2.15%
2.50%
Rate of increase to pensions in payment in line with CPI inflation (up to 5% per annum)
2.7%
3.15%
Rate of increase to deferred pensions
2.75%
3.20%
Post retirement mortality (in years)
Current pensioners at 65 - male
86.3yrs
86.6yrs
Current pensioners at 45 - male
87.5yrs
87.9yrs
Current pensioners at 65 - female
88.2yrs
88.4yrs
Current pensioners at 45 - female
89.6yrs
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 12 years.
FRASERS GROUP PLC
ANNUAL REPORT 2023
202
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 the Group. During the current
period, the company contributed £nil to the scheme.
The Group expects to make contributions of £nil in the
financial period ended April 2024.
The following table shows the expected future benefit
payments for the Findel Group Pension Fund:
Future benefit payments
(£m)
2023 - 2032
39.0
2033 – 2042
42.8
2043 – 2052
24.5
2053 – 2062
17.3
2063 – 2072
3.0
2073 – 2082
0.1
2083 – 2092
-
After 2093
-
Total
126.7
FRASERS GROUP PLC
ANNUAL REPORT 2023
203
38. SUBSIDIARY UNDERTAKINGS
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
18Montrose Retail Limited
Shirebrook
(1)
11577636
100
2CARE4 LIMITED*
Church Bridge House, Henry Street, Accrington, 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,
Kent, 19904
3270168
100
Alpha Developments Stockport Ltd
Shirebrook
(1)
12662564
100
Amara Retail Limited
Shirebrook
(1)
12299584
100
AP Brands Holdings Sdn Bhd
Lot G1.PT.10A Sunway Pyramid Shopping Mall No. 3,
Jalan PJS , Malaysia
196301000009 4921-A
100
AS Sportland International Group
Parnu mnt 139c, Kesklinna, Tallinn, 11317, Estonia
10993195
60
Base Childrenswear Limited
Shirebrook
(1)
8297599
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
Brands & Fashion N.V.
Leopoldstraat, nr. 79, 2800 Mechelen, Belgium
0477.995.412
100
Brands 001 Limited
Shirebrook
(1)
5347540
100
Brands Holdings Limited*
Shirebrook
(1)
4087435
100
Brands Holdings Sponsorship Limited
Shirebrook
(1)
10375418
100
BSL International Limited
Shirebrook
(1)
2800425
100
Cacifo - Comercio de Artigos de
Des-portos S.A.
Via Central de Milheiros no 121, 4475-334, Frguesia de Milherios,
Concelho da Maia, Porto, Portugal
503.751.804
100
Cafe Clo Limited
Shirebrook
(1)
13641982
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
Catchbest Limited
Shirebrook
(1)
2611299
100
Catriona 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
458.883.046
100
Choice Limited
Shirebrook
(1)
2812899
100
Choice 33 Limited
Shirebrook
(1)
6344682
100
Clothingsites Holdings Limited
Shirebrook
(1)
10075381
100
Clothingsites.co.uk Limited
Shirebrook
(1)
4432380
100
Criminal Clothing Ltd.
Shirebrook
(1)
4184750
100
Cruise Clothing Limited
Martin House, 184 Ingram Street, Glasgow, Scotland, G1 1DN,
United Kingdom
SC382991
100
Curlina Investments S.L
C.C Puerto Venecia, local 84, , Trav Jardines Reales 7, 50021,
Zaragoza, spain
B88415369
100
Dantra Limited
Shirebrook
(1)
3126490
100
Donnay International NV
Leopoldstraat nr 79, 2800 Mechelen, Belgium
BE 0435 392 220
100
Eastchance Limited
Unit 1714, 17/F, Miramar Tower, 132 Nathan Road, Tsim Sha Tsui,
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
FRASERS GROUP PLC
ANNUAL REPORT 2023
204
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
Evans Cycles Limited
Shirebrook
(1)
11577650
100
Everlast Australia Limited
Shirebrook
(1)
8103912
100
EVERLAST SPORTS INTERNATIONAL INC
Everlast 42 West 39th St. 3rd floor New York, New York, 10018
364696
100
Everlast Sports MFG. CORP.
Corporation Service Company, 80 State Street, Albany,
New York, 122207-2543-USA
57121
100
Everlast World's Boxing Headquarters Corp
42 W 39th Street, 3rd Floor, New York, NY 10018, USA
13-1804773
100
Everlast Worldwide Inc
42 W 39th Street, 3rd Floor, New York, NY 10018, USA
13-3672716
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 WILAYAH PERSEKUTUAN,
KUALA LUMPUR, Malaysia
201901040821
1350151-U
51
Frasers Group Credit Broking Limited
Shirebrook
(1)
14606004
100
Frasers Group F&B JV Limited
Shirebrook
(1)
12298852
100
Frasers Group Financial Services Limited*
Shirebrook
(1)
13191369
100
Frasers Group Holdings Australia Pty Ltd*
5 ATTADALE COURT, ELANORA QLD 4221, Australia
661993844
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
Shirebrook
(1)
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
GetTheLabel.com Limited
Shirebrook
(1)
06330132
100
Gieves & Hawkes Limited
Shirebrook
(1)
11689077
100
Giulio Fashion Limited
Shirebrook
(1)
67898449
100
Giulio Limited
Shirebrook
(1)
1631026
100
Giulio Woman Limited
Shirebrook
(1)
6898487
100
Golddigga Brands Limited
Shirebrook
(1)
6636173
100
Gotay Investments SL
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
C/O Eversheds Sutherland, 4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI035599
100
Heatons Stores Limited
Heaton House, IDA Business Park, Whitestown, Tallaght, Dublin,
Ireland, D24E932, Ireland
509525
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
205
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
Heatons Limited
HEATON HOUSE , IDA BUSINESS PARK, WHITESTOWN,
TALLAGHT, DUBLIN 24, Ireland
11229
100
Heaven or Hell Limited
Shirebrook
(1)
5899282
100
HK Sports & Golf Aktiebolag
Eskilstorpsv 7, 269 96, Båstad, Sweden
556510-8189
100
HOF Ireland Stores Limited
Heaton House, IDA Business Park, Whitestown, Tallaght, Dublin,
Ireland, D24E932, Ireland
626384
100
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
Hugo Stores Limited
Shirebrook
(1)
11687276
100
I SAW IT FIRST LIMITED
Shirebrook
(1)
10184572
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 24, Ireland
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 LLC
Corporation Service Ltd, 251 Little Falls Drive, Wilming-ton, New
Castle, Delaware, 19808
7004841
49
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
La Jolla (UK) Limited
Shirebrook
(1)
5737550
100
Lillywhites Limited
Shirebrook
(1)
290939
100
Liverpool F&B Limited
Shirebrook
(1)
13905094
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
Masters Holders Limited
Shirebrook
(1)
8787718
100
Missguided Retail Limited
Shirebrook
(1)
12298767
100
Mississippi Manufacturing LLC
1209 Orange Street, Wilmington Newcastle County, Delaware
3470413
100
Missy Empire Limited
Shirebrook
(1)
11382398
100
Muddyfox IP Limited
Shirebrook
(1)
10246764
100
Muddyfox Limited
Shirebrook
(1)
4187350
100
MySale Group Plc*
Ogier House, The Esplanade, 44 Esplanade Street, Helier,
JE4 9WG, Jersey
115584
100
MySale Group Trustee Limited
Shirebrook
(1)
10476058
100
Nevica IP Limited
Shirebrook
(1)
6836778
100
Nicholas Deakins Limited
Shirebrook
(1)
3201284
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
Old Brown Bag Clothing Limited
Shirebrook
(1)
4144718
100
Olympus Ventures Limited
Shirebrook
(1)
3945752
100
PG2019 Limited
Shirebrook
(1)
11628610
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
206
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
Prevu Studio Limited
Shirebrook
(1)
13473413
100
Prima Designer Limited
Shirebrook
(1)
4781351
100
Psyche Holdings Limited
Shirebrook
(1)
3438665
100
Psyche Limited
Shirebrook
(1)
2844011
100
Puffa IP Limited
Shirebrook
(1)
10910124
100
Queensberry Boxing IP Limited
Shirebrook
(1)
7929363
100
Quentin Investments S.L
C.C Puerto Venecia, local 84, , Trav Jardines Reales 7, 50021,
Zaragoza, spain
B88542733
100
R.D. Scott Limited
Shirebrook
(1)
1738894
100
Republic IP Limited
Shirebrook
(1)
5635015
100
Republic.com Retail Limited
Shirebrook
(1)
8248997
100
Rhapsody Investments (Europe) S.A.
1 Cote d'Eich, L-1450, Luxembourg
B21.608
100
Runnel Limited
Shirebrook
(1)
9336830
100
S&B Brands Limited
Shirebrook
(1)
5635585
100
SD Equestrian Limited
Shirebrook
(1)
8692780
100
SD Outdoor Limited
Shirebrook
(1)
8560260
100
SDB2 S.A.
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium
0848.964.388
100
SDI (Aberdeen) Limited
Shirebrook
(1)
8512592
100
SDI (Aberwystwyth) Limited
Shirebrook
(1)
2789996
100
SDI (ACQCO 5) LIMITED
Shirebrook
(1)
10162904
100
SDI (Ashford) Limited
Shirebrook
(1)
7848460
100
SDI (Ashington) Limited
Shirebrook
(1)
7849231
100
SDI (Ayr) Limited
Shirebrook
(1)
5528267
100
SDI (Belfast) Limited
Shirebrook
(1)
9872471
100
SDI (Berwick) Limited
Shirebrook
(1)
2739957
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 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
SDI (Clacton) Limited
Shirebrook
(1)
7852078
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 (Croydon) Limited
Shirebrook
(1)
14156557
100
SDI (Darlington) Limited
Shirebrook
(1)
10915193
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
207
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI (Derby) Limited
Shirebrook
(1)
9310031
100
SDI (Derry) Limited
C/O Eversheds Sutherland, 4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI653340
100
SDI (Doncaster) Limited
Shirebrook
(1)
9888670
100
SDI (Dundee 2) Ltd
Shirebrook
(1)
14155935
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) Ltd
Shirebrook
(1)
11227937
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 (IPCO 150) Limited
Shirebrook
(1)
14479914
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 (Kilmarnock) Limited
Shirebrook
(1)
7853433
100
SDI (Kingston) Limited
Shirebrook
(1)
10915209
100
SDI (Kirkcaldy) Limited
Shirebrook
(1)
7852097
100
SDI (Leeds 2) Ltd.
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
SDI (Livingston) Ltd.
Shirebrook
(1)
14156550
100
SDI (Lowestoft) Limited
Shirebrook
(1)
7852265
100
SDI (LSL Holdings) Limited
Shirebrook
(1)
10161824
100
SDI (Luton 2) Limited
Shirebrook
(1)
14570336
100
SDI (Luton) Limited
Shirebrook
(1)
14570159
100
SDI (Manchester Denton) Limited
Shirebrook
(1)
9127295
100
SDI (Market Road) Limited
Shirebrook
(1)
10799247
100
SDI (Middlesbrough 2) Ltd.
Shirebrook
(1)
13808704
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
208
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
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 (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
Coventry Arena OpCo Limited
Shirebrook
(1)
14479916
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 (Propco 100) Limited
Shirebrook
(1)
11732700
100
SDI (Propco 101) Limited
Shirebrook
(1)
11773466
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 114) Limited
Shirebrook
(1)
12298708
100
SDI (Propco 115) Limited
Shirebrook
(1)
12300052
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 144) LIMITED
Shirebrook
(1)
14156232
100
SDI (PROPCO 148) LIMITED
Shirebrook
(1)
14156546
100
Coventry Arena Propco Limited
Shirebrook
(1)
14156565
100
SDI (Propco 151) Limited
Shirebrook
(1)
14469756
100
SDI (Propco 152) Limited
Shirebrook
(1)
14469758
100
Tessuti Stores Limited
Shirebrook
(1)
14469753
100
SDI (Propco 154) Limited
Shirebrook
(1)
14469755
100
SDI (Propco 155) Limited
Shirebrook
(1)
14456686
100
SDI (Propco 156) Limited
Shirebrook
(1)
14634903
100
SDI (Propco 157) Limited
Shirebrook
(1)
14634777
100
SDI (Propco 158) Limited
Shirebrook
(1)
14634781
100
SDI (Propco 159) Limited
Shirebrook
(1)
14634987
100
SDI (Propco 160) Limited
Shirebrook
(1)
14634974
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
209
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 40) Limited
Shirebrook
(1)
11523489
100
SDI (Propco 41) Limited
Shirebrook
(1)
11523621
100
SDI (Propco 43) Limited
Shirebrook
(1)
11523609
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 60) Limited
Shirebrook
(1)
11531386
100
SDI (Propco 62) Limited
Shirebrook
(1)
11531444
100
SDI (Propco 65) Limited
Shirebrook
(1)
11531532
100
SDI (Propco 70) Limited
Shirebrook
(1)
11572933
100
SDI (Propco 71) Limited
Shirebrook
(1)
11574887
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 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 93) Limited
Shirebrook
(1)
11730253
100
SDI (Propco 96) Limited
Shirebrook
(1)
11730503
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
Coventry Arena Retail Limited
Shirebrook
(1)
11689119
100
SDI (Retail Co 14) Limited
Shirebrook
(1)
14492147
100
SDI (Retail Co 15) Limited
Shirebrook
(1)
14492165
100
SDI (Retail Co 16) Limited
Shirebrook
(1)
14492146
100
SDI (Retail Co 17) Limited
Shirebrook
(1)
14492217
100
SDI (Retail Co 18) Limited
Shirebrook
(1)
14492202
100
SDI (Retail Co 4) Limited
Shirebrook
(1)
11635011
100
SDI (Retail Co 8) Limited
Shirebrook
(1)
11687376
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 (Scunthorpe Parishes Centre) Limited
Shirebrook
(1)
11730442
100
SDI (Scunthorpe) Limited
Shirebrook
(1)
7852055
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
210
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI (Southampton 2) Limited
Shirebrook
(1)
9665889
100
SDI (Southampton) Limited
Shirebrook
(1)
8512480
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 (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 (The House Yarm) Limited
Shirebrook
(1)
12332871
100
SDI (The Lion Hotel) Limited
Shirebrook
(1)
6836880
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 (Wishaw) Limited
Shirebrook
(1)
6656365
100
SDI (Wrexham) Limited
Shirebrook
(1)
10915200
100
SDI (Wythenshawe) Limited
Shirebrook
(1)
9659156
100
SDI (York) Limited
Shirebrook
(1)
11331391
100
SDI 2300 COLLINS LLC
Corporation Trust Centre, 1209 Orange Street, Wilming-ton, New
Castle, 19801
6870031
100
SDI 735 COLLINS LLC
Corporation Trust Centre, 1209 Orange Street, Wilming-ton, New
Castle, 19801
6870028
100
SDI Aviation Limited*
Shirebrook
(1)
9633152
100
SDI Brands 10 Limited
Shirebrook
(1)
14553954
100
SDI Brands 5 Limited
Shirebrook
(1)
14532468
100
SDI Brands 6 Limited
Shirebrook
(1)
14553581
100
SDI Brands 7 Limited
Shirebrook
(1)
14553947
100
SDI Brands 8 Limited
Shirebrook
(1)
14553950
100
SDI Brands 9 Limited
Shirebrook
(1)
14553881
100
SDI (Chester) Limited
Shirebrook
(1)
14635087
100
SDI CORRIB SHOPPING CENTRE LIM-ITED
HEATON HOUSE , IDA BUSINESS PARK, WHITESTOWN,
TALLAGHT, DUBLIN 24, Ireland
715322
100
SDI (Covent Garden) Limited
Shirebrook
(1)
14634874
100
SDI Fitness (Bury St Edmunds) Limited
Shirebrook
(1)
9038949
100
SDI Fitness (Colchester) Limited
Shirebrook
(1)
9039011
100
SDI Fitness (DW) Limited
Shirebrook
(1)
12298794
100
SDI Fitness (Hove) Limited
Shirebrook
(1)
9039030
100
SDI Fitness (Huntingdon) Limited
Shirebrook
(1)
9039881
100
SDI Fitness (NI 1) Limited
C/O Eversheds Sutherland, 4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672034
100
SDI Fitness (NI 2) Limited
C/O Eversheds Sutherland, 4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672033
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
211
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SDI Fitness (NI 3) Limited
C/O Eversheds Sutherland, 4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672035
100
SDI Fitness (NI 4) Limited
C/O Eversheds Sutherland, 4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672885
100
SDI Fitness (NI 5) Limited
C/O Eversheds Sutherland, 4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672884
100
SDI Fitness (Northfield) Limited
Shirebrook
(1)
9039412
100
SDI Fitness (Sale) Limited
Shirebrook
(1)
9039405
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
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)
9038724
100
SDI Fitness 39 Limited
Shirebrook
(1)
9038768
100
SDI Fitness 40 Limited
Shirebrook
(1)
9038881
100
SDI Fitness 41 Limited
Shirebrook
(1)
9038839
100
SDI Fitness 42 Limited
Shirebrook
(1)
9038943
100
SDI Fitness 43 Limited
Shirebrook
(1)
9039023
100
SDI Fitness 44 Limited
Shirebrook
(1)
9039343
100
SDI Fitness 45 Limited
Shirebrook
(1)
9039481
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
FRASERS GROUP PLC
ANNUAL REPORT 2023
212
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
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 Holdings USA, Inc
1209 Orange Street, Wilmington Newcastle County, Del-aware
6641201
100
SDI Lifestyle Limited
Shirebrook
(1)
8293614
100
SDI Malta Holdco Limited
Level 1, LM Complex, Brewery Street , Zone 3 Central Business
District , Birkirkara, CBD3040, Malta
C 102352
100
SDI Properties (USA) Inc.
1209 Orange Street, Wilmington Newcastle County, Del-aware
535872
100
SDI Property (Bitburg) B.V.
Van Konijnenburgweg 45,, 4672PL , Bergen op Zoom,
Netherlands
82495807
100
SDI Property (Europe) BV
Van Konijnenburgweg 45, 4612PL , Bergen op Zoom, Netherlands
69042594
100
SDI Property (Evans Cycles) Limited
Shirebrook
(1)
11646219
100
SDI Property Limited*
Shirebrook
(1)
2767493
100
SDI Property US Inc
Corporation Trust Centre, 1209 Orange Street, Wilming-ton, New
Castle, 19801
6870024
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
Corporation Trust Centre, 1209 Orange Street, Wilming-ton, New
Castle, 19801
2047393
100
SDI Ventures LLC
1209 Orange Street, Wilmington Newcastle County, Del-aware
6870023
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, Riga, LV-1035, Latvia
40203110076
60
SIA Sportland
A Degalava str . 50, Riga, LV-1035, Latvia
40003530961
60
SIA Sportsdirect.com
A. Deglava, str 50, Riga, LV-1035, 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 And Brooks Group Limited
Shirebrook
(1)
4079331
100
Smith And Brooks Holdings Limited
Shirebrook
(1)
4983573
100
SNO Sport Vertriebs GmbH
Flugplatzstraße 30, 4600, Wels, Austria
272671m
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
188095 x
100
Sportland Eesti AS
Parnu mnt 139c, Kesklinna, Tallinn, 11317, Estonia
10677712
60
Sportmaster Danmark ApS
Baltorpbakken 5, 2750 Ballerup, Denmark
34479526
100
Sports Direct (Singapore) Pte.Ltd
6 Eu Tong Sen Street, #11-09, The Central, 059817, Sin-gapore
202004542Z
51
FRASERS GROUP PLC
ANNUAL REPORT 2023
213
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
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, 50250 WILAYAH PERSEKUTUAN,
KUALA LUMPUR, Malaysia
925166-M
51
Sports Direct Spain S.L.U
Centro Comercial Puerto Venecia, Local 84, Travesía de los
Jardines Reales nº 7, 50021, Zaragoza , Spain
B-86567880
100
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
Sportsdirect.com (Asia) Limited
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
93110115MA1k463A6B
95
Sportsdirect.com Austria GmbH
Flugplatzstraße 30, 4600, Wels, Austria
309738 y
100
Sportsdirect.com Belgium SA
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium
416,268,471
100
Sportsdirect.com China Pte Limited
C25, 3rd Floor, ASEAN Building, 690 Minzhi Avenue, Xin-niu
Community, Minzhi Street, Longhua District, Shen-zhen, China
91440300579987503D
95
Sportsdirect.com Cyprus Limited
Miltiades Stylianou 34B, Shop 2, 8577 Tala, Paphos, Cy-prus
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 Copistes, Boulevard du Havre, 95220, Herblay, France
379 062 813 R.C.S.
Pontoise
100
Sportsdirect.com Hungary Korlátolt
Felelősségű Társaság
H-1053 Budapest, Karolyi Mihaly utca 12, Hungary
01-09-19366
100
Sportsdirect.com Immobilien GmbH
Flugplatzstraße 30, 4600, Wels, Austria
104151 p
100
Sportsdirect.com Malta Limited
Level 1, LM Complex, Brewery Street, Zone 3 Central Business
District, Birkirkara CBD , 3040, Malta
C99278
100
Sportsdirect.com OU
Parnu mnt 139c, Kesklinna, Tallinn, 11318, Estonia
1285837
60
Sportsdirect.com Poland S.P. Z.o.o.
ul. Skladowa 5, 61-897, Poznań, Poland
452610
100
Sportsdirect.com PTY
c/o Norton Rose Fulbright, Level 6, 60 Martin Place, Syd-ney
NSW 2000, Australia
84 603 187 319
100
Sportsdirect.com Retail (Europe) SA*
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium
458883046
100
Sportsdirect.com Retail Limited*
Shirebrook
(1)
3406347
100
Sportsdirect.com Slovakia s.r.o.
Vysoka 2/B, 81106, Bratislava, Slovakia
47 240 458
100
Sportsdirect.com Switzerland A.G.
Zeughausgasse 27, 3011 Bern, Switzerland
CHE-331.683.991
100
Sportsdirect.com Vienna North GmbH
Flugplatzstraße 30, 4600, Wels, Austria
FN 104486g
100
Sportsdirect.com (Taiwan) Limited
17F.-5, No.500, Shizheng Rd., , Xitun District, 40757, Taiwan
82778619
95
Sportsdirect.comSLVN d.o.o.
Planjava 4, 1236 Trzin, Slovenia
1.198.157.000
100
SSG Sport GmbH
Vornholzstr. 48, , 94036, Passau, Germany
HRB 7134
100
Sterling Resources (Holdings) Limited
Shirebrook
(1)
4651701
100
Stirlings (Argyle Street) Limited
Martin House, 184 Ingram Street, Glasgow, G1 1DN, United
Kingdom
SC088108
100
Straub Corporation Limited
Shirebrook
(1)
3003584
100
Studio Retail Trading Limited
Church Bridge House, Henry Street, Accrington, BB5 4EE
3994833
100
Studio Retail Financial Services Lim-ited
Shirebrook
(1)
14156254
100
Studio Retail Holdings Limited
Shirebrook
(1)
14134781
100
Studio Retail Limited*
Church Bridge House, Henry Street, Accrington, BB5 4EE
718151
100
Studio Retail Properties Limited
Church Bridge House, Henry Street, Accrington, BB5 4EE
14428143
100
SDI (Propco 146) Limited
Shirebrook
(1)
14156309
100
Suplay Investments S.L
C.C Puerto Venecia, local 84, , Trav Jardines Reales 7, 50021,
Zaragoza, spain
B88542691
100
FRASERS GROUP PLC
ANNUAL REPORT 2023
214
NAME
REGISTERED OFFICE ADDRESS
COMPANY NUMBER
PERCENTAGE OF
ISSUED SHARE
CAPITAL HELD
SWimmo Eupen SPRL
Parc Industriel, Avenue Ernest, Solvay 29 1480 Saintes, Belgium
878.673.906
100
Table Tennis Pro Europe Ltd
Shirebrook
(1)
5003853
100
Tessuti Group Limited
Shirebrook
(1)
8008909
100
Tessuti Limited
Shirebrook
(1)
5640916
100
Tessuti Retail Limited
Shirebrook
(1)
7312882
100
Tessuti (Ireland) Limited
HEATON HOUSE, IDA BUSINESS PARK, WHITESTOWN,
TALLAGHT, DUBLIN 24, IRELAND
726070
100
The Antigua Group Inc
Incorp Services INC, 3773 Howard Hughes PKWY STE 500S
NV19941063957
100
THE FLANNELS GROUP (ROI) LIMITED
Heaton House, IDA Business Park, Whitestown, Tallaght, Dublin,
Ireland, D24E932, Ireland
707468
100
The Flannels Group Limited
Shirebrook
(1)
2318510
100
The Watch Shop Holdings Limited
Shirebrook
(1)
11640948
100
Topgrade Sportswear Holdings Lim-ited
Shirebrook
(1)
06330487
100
Topgrade Sportswear Limited
Shirebrook
(1)
03139070
100
UAB SDI (Gedimino) LT
Vilniaus m. sav. , Vilniaus m. S, Seimyniskkiu g. 3/, Lithuania
304584281
100
UAB Sportland
Seimyniskiu g. 3, Vilnius, LT-09312, Lithuania
135039836
51
UAB Sportsdirect.com
Seimyniskiu g.3, Vilnius, LT-09312, Lithuania
304155613
60
Uggbugg Fashion Limited
Shirebrook
(1)
8918157
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
Waterline Angling Products Limited
Shirebrook
(1)
2696374
100
West Coast Capital (HOFCO) Limited
Martin House, 184 Ingram Street, Glasgow, Scotland, G1 1DN,
United Kingdom
SC437614
100
Westminster Manufacturing LLC
2 Office Park Court, Suite 103, Columbia, SC 29233, USA
44358
100
WHCO Limited
Shirebrook
(1)
13376181
100
Woodlandslovelimited
Shirebrook
(1)
11940353
100
Yeomans Outdoors Limited
Shirebrook
(1)
8058714
100
Zaparoh Sp. z.o.o
ul. ŻERNICKA, No. 22, office, place ROBAKOWO, CODE 62-02,
Poland
KRS 0000459435
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
*
Direct shareholdings held by Frasers Group Plc
FRASERS GROUP PLC
ANNUAL REPORT 2023
215
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
Hot Tuna IP Limited
6836792
SDI (Liverpool) Limited
9888734
SD Equestrian Limited
8692780
SDI (Lowestoft) Limited
7852265
SD Outdoor Limited
8560260
SDI (Manchester Denton) Limited
9127295
SDI (Aberdeen) Limited
8512592
SDI (Market Road) Limited
10799247
SDI (Aberwystwyth) Limited
2789996
SDI (Middlesbrough) Limited
10081909
SDI (Ashford) Limited
7848460
SDI (Nassau Street) Limited
11227964
SDI (Ashington) Limited
7849231
SDI (Neath) Limited
7853548
SDI (Ayr) Limited
5528267
SDI (Newark) Limited
7853470
SDI (Belfast) Limited
9872471
SDI (Newcastle) Limited
9127286
SDI (Berwick) Limited
2739957
SDI (Newport) Limited
8679118
SDI (Birkenhead) Limited
7849198
SDI (Newquay) Limited
10089800
SDI (Bishop Auckland) Limited
3004246
SDI (Newton Abbot) Limited
6836666
SDI (Boucher Road) Limited
13808700
SDI (Northampton) Limited
7852272
SDI (Bridgwater) Limited
7852061
SDI (Northwich) Limited
5656295
SDI (Brighton) Limited
12579780
SDI (Nottingham) Limited
10100609
SDI (Brixton) Limited
9127300
SDI (Nuneaton) Limited
7852249
SDI (Burton) Limited
8495632
SDI (Oswestry) Limited
7852363
SDI (Cardiff Flannels) Limited
10177359
SDI (Oxford Street) Limited
10046080
SDI (Cardiff QS) Limited
12578045
SDI (Penzance) Limited
7852297
SDI (Cardiff QS 2) Limited
11227321
SDI (Peterlee) Limited
7852401
SDI (Carlisle) Limited
7851959
SDI (Plymouth Flannels) Limited
9127387
SDI (Chatham) Limited
6836679
SDI (Plymouth) Limited
9470468
SDI (Cheshunt 2) Limited
11775717
SDI (Portsmouth) Limited
12579294
SDI (Cheshunt) Limited
11775599
SDI (Propco 75) Limited
11577256
SDI (Clacton) Limited
7852078
SDI (Propco 119) Limited
12332862
SDI (Colchester) Limited
5632790
SDI (Propco 141) Limited
13808701
SDI (Corby) Limited
10885672
SDI (Ramsgate) Limited
7852250
SDI (Cork) Limited
11775763
SDI (Reading) Limited
10422164
SDI (Coventry) Limited
9680128
SDI (Redcar) Limited
2731452
SDI (Darlington) Limited
10915193
SDI (Rolle St) Limited
7852669
SDI (Derby) Limited
9310031
SDI (Romford) Limited
10071547
SDI (Derry) Limited
NI653340
SDI (Salisbury) Limited
10107572
SDI (Doncaster) Limited
9888670
SDI (Scunthorpe) Limited
7852055
SDI (Dundee) Limited
9702004
SDI (Scunthorpe Parishes Centre) Limited
11730442
SDI (Dunfermline) Limited
8483679
SDI (Southampton 2) Limited
9665889
SDI (East Ham) Limited
9810378
SDI (Southampton) Limited
8512480
SDI (East Kilbride) Limited
6656368
SDI (St Austell) Limited
7852284
SDI (Edinburgh) Limited
10100990
SDI (St Helens) Limited
7852281
SDI (Enfield) Limited
10086209
SDI (Stafford) Limited
8568681
SDI (Fulham) Limited
7852037
SDI (Stafford Riverside) Limited
8972499
SDI (Gainsborough) Limited
6338907
SDI (Stockport) Limited
6372181
SDI (Galashiels) Limited
7852091
SDI (Stoke Longton) Limited
7853877
SDI (Glasgow Argyle St) Limited
11227937
SDI (Stoke Newington) Limited
7852207
SDI (Glasgow Frasers) Limited
11531596
SDI (Strabane) Limited
9890243
SDI (Glasgow Ingram Street) Limited
9925519
SDI (Streatham) Limited
10066335
SDI (Gloucester) Limited
7852067
SDI (Strood) Limited
7852251
SDI (Great Yarmouth) Limited
11732687
SDI (Sunderland) Limited
8755347
SDI (Hanley) Limited
11228017
SDI (Sutton) Limited
11228011
SDI (Hastings) Limited
8625893
SDI (Swindon) Limited
9888662
SDI (Hereford) Limited
9888642
SDI (Taunton) Limited
7852191
SDI (Hoh Holdings) Limited
10161592
SDI (The House Yarm) Limited
12332871
SDI (Hounslow) Limited
10086218
SDI (Trowbridge) Limited
12355661
SDI (Hull) Limited
9638564
SDI (Uxbridge 2) Limited
9127316
SDI (Ipswich) Limited
9788411
SDI (Uxbridge) Limited
10177276
SDI (Ipswich 2) Limited
12578948
SDI (Wakefield) Limited
8483711
SDI (Isle Of Man) Limited
9901745
SDI (Walsall) Limited
7852289
SDI (K Lynn) Limited
10073076
SDI (Watford) Limited
6328505
SDI (Keighley) Limited
6260239
SDI (Widnes) Limited
8576472
SDI (Kendal) Limited
6338918
SDI (Wishaw) Limited
6656365
SDI (Kentish Town) Limited
9901702
SDI (Wrexham) Limited
10915200
SDI (Kilmarnock) Limited
7853433
SDI (Wythenshawe) Limited
9659156
SDI (Kingston) Limited
10915209
SDI (York) Limited
11331391
SDI (Kirkcaldy) Limited
7852097
SDI Four Limited
9719779
SDI (Leeds) Limited
9293515
SDI Property Limited
2767493
SDI (Leicester) Limited
9127170
SDI Sport London Limited
9848767
Stirlings (Argyle Street) Limited
SC088108
FRASERS GROUP PLC
ANNUAL REPORT 2023
216
COMPANY BALANCE SHEET
at 30 April 2023
Company number: 06035106
Note
As at
30 April 2023
As at
24 April 2022
(£’m)
(£’m)
FIXED ASSETS
Investments
2
1,440.4
1,443.6
Property, plant and equipment
3
-
6.9
CURRENT ASSETS
Debtors: amounts falling due after more than one year
5
95.4
-
Debtors: amounts falling due within one year
6
269.9
512.8
Cash at bank and in hand
37.4
1.8
402.7
514.6
Creditors: amounts falling due within one year
7
(883.2)
(945.7)
NET CURRENT LIABILITIES
(575.9)
(431.1)
Provisions
8
(3.0)
(3.0)
Deferred tax liability
9
(20.0)
(6.1)
NET ASSETS
936.9
1,010.3
CAPITAL AND RESERVES
Called up share capital
10
64.1
64.1
Share premium
874.3
874.3
Treasury share reserve
(644.2)
(488.9)
Permanent contribution to capital
0.1
0.1
Capital redemption reserve
8.0
8.0
Own share reserve
(66.8)
(66.8)
Share based payment reserve
11.6
5.8
Profit and Loss account
689.8
613.7
SHAREHOLDERS' FUNDS
936.9
1,010.3
Frasers Group Plc reported a profit after taxation for the 53 weeks ended 30 April 2023 of £66.2m
(FY22: a profit of £141.7m).
The accompanying accounting policies and notes form part of these Financial Statements.
The Financial Statements were approved by the Board on 27 July 2023 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
Company number: 06035106
FRASERS GROUP PLC
ANNUAL REPORT 2023
217
COMPANY STATEMENT OF
CHANGES IN EQUITY
For the 53 weeks ended 30 April 2023
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 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 based payments
-
-
-
-
-
-
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
Profit for the financial period
-
-
-
-
-
-
-
66.2
66.2
Fair value adjustment in respect
of long-term financial assets -
recognised
-
-
-
-
-
-
-
9.9
9.9
Share based payments
-
-
-
-
-
-
5.8
-
5.8
Share repurchase
-
-
(155.3)
-
-
-
-
-
(155.3)
As at 30 April 2023
64.1
874.3
(644.2)
0.1
8.0
(66.8)
11.6
689.8
936.9
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 2023
218
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
For the 53 weeks ended 30 April 2023
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.
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 53-week period ended 30 April 2023 was £66.2m
(FY22: £141.7m).
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 as 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 2023
219
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 convertible
debt and 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
34 of the Group Financial Statements for further
details of related party transactions.
FRASERS GROUP PLC
ANNUAL REPORT 2023
220
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.
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 judgements, estimates and 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 judgements, estimates and assumption 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 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 impairments of £112.0m
(FY22: nil) as disclosed in Note 2 of the Company
financial statements. As at the period end the Directors
have reviewed the carrying value of the amounts owed
by Group undertakings and have made an impairment
charge of £42.5m (FY22: £6.4m).
FRASERS GROUP PLC
ANNUAL REPORT 2023
221
2.
INVESTMENTS
Investments
in subsidiaries
Long-term
finan-cial
assets
Investment
in
associates
Total
(£m)
(£m)
(£m)
(£m)
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
Additions
26.0
252.2
-
278.2
Reclassifications
-
(11.9)
11.9
-
Impairments
(112.0)
-
(11.9)
(123.9)
Disposals
-
(169.6)
-
(169.6)
Amounts recognised through other comprehensive income
-
9.9
-
9.9
Exchange differences
-
2.2
-
2.2
As at 30 April 2023
1,152.3
288.1
-
1,440.4
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, 17.6% stake in N
Brown Group plc and 5.5% stake in ASOS plc. For further details refer to Note 21 of the Group Financial Statements.
Investments in associates relates to an investment in Tymit Limited which was impaired during the year, for further
details see note 2 of the Group Financial Statements.
For further disclosures in relation to investments in associates and long-term financial assets see note 20, 21 and 34 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 period there was a £112.0m impairment loss recognised within the income statement for companies where the
recoverable amount was less than the carrying value. The additions in the period relate to the Fearless 1000 share
scheme and acquisition of Mysale, see note 25 and 32 of the Group Financial Statements, respectively.
The Company is the principal holding company of the Group. The principal subsidiary undertakings of the Company
are set out in note 38 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.
3.
PROPERTY, PLANT AND EQUIPMENT
Freehold Land
and Buildings
(£m)
Cost
At 24 April 2022
7.0
Disposals
(7.0)
At 30 April 2023
-
Accumulated Depreciation and Impairment
At 24 April 2022
(0.1)
Disposals
0.1
At 30 April 2023
-
Net Book Value
At 24 April 2022
6.9
At 30 April 2023
-
FRASERS GROUP PLC
ANNUAL REPORT 2023
222
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:
30 April 2023
24 April 2022
(£m)
(£m)
FINANCIAL ASSETS
Amortised cost:
Trade and other receivables
365.3
510.2
FVOCI:
Long Term Financial Assets (Equity Instruments)
288.1
205.2
653.4
715.4
Derivative financial assets (FV):
Derivative financial assets – contracts for difference
-
20.1
715.4
419.8
FINANCIAL LIABILITIES
Amortised cost:
Trade and other payables
828.5
869.8
Derivative financial Liabilities (FV):
Derivative financial Liabilities – contracts for difference and equity options
40.9
75.9
869.4
945.7
* Prepayments of £0.4m (FY22: £1.6m) and corporation tax assets of nil (FY22: £1.0m) are not included as a financial asset.
** Corporation tax liabilities of £13.8m (FY22: nil) are not included as a financial liability
5.
DEBTORS: AMOUNT FALLING DUE AFTER MORE THAN
ONE YEAR
At
30 April 2023
At
24 April 2022
(£m)
(£m)
Amounts owed by Group undertakings
95.4
-
Amounts owed by Group undertakings are unsecured and repayable on demand; however the Directors consider
it unlikely that the repayment will arise in the short term and in practice amounts owed by Group Undertakings
are used to meet the capital requirements of the borrower with no realistic intention of repayment in the future.
It is for this reason the amounts are classified as due after more than one year.
6.
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
At
30 April 2023
At
24 April 2022
(£m)
(£m)
Amounts owed by Group undertakings
74.6
257.6
Other debtors
194.9
252.6
Corporation tax
-
1.0
Prepayments
0.4
1.6
269.9
512.8
FRASERS GROUP PLC
ANNUAL REPORT 2023
223
7.
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
At
30 April 2023
At
24 April 2022
(£m)
(£m)
Trade creditors
1.7
1.9
Amounts owed to Group undertakings
824.7
864.9
Derivative financial liabilities
40.9
75.9
Corporation tax
13.8
-
Other creditors
2.1
3.0
883.2
945.7
The amount 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.
8.
PROVISIONS
Legal and
regulatory
Total
(£m)
(£m)
At 24 April 2022 and 30 April 2023
3.0
3.0
Frasers Group Plc has provided a guarantee in relation to payments from Studio Retail Group plc to the three
other sections of the Findel Group Pension Fund up to a maximum of £0.9m. See note 37 of the Group accounts.
9.
DEFERRED TAX
Other temporary
differences
(£m)
At 25 April 2021
0.0
Charged to the profit and loss account
6.1
At 24 April 2022
6.1
Charged to the profit and loss account
13.9
At 30 April 2023
20.0
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY22: 25%) 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 2023
224
10.
CALLED UP SHARE CAPITAL
At
30 April 2023
At
24 April 2022
(£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 (FY22: 640,602,369) ordinary share of 10p each
64.1
64.1
Share capital
64.1
64.1
The company holds 173,127,025 ordinary shares in treasury as at the period end date (FY22: 151,240,174).
11.
POST BALANCE
SHEET EVENTS
On 30 May 2023 and 20 June 2023, the Group
commenced share buyback programmes with the
aggregate purchase price of all shares acquired
under these programmes of no greater than £70m
each and the maximum number of shares that may
be purchased under the programmes of 10m ordinary
shares each. The purpose of the programmes was to
reduce the share capital of the Company. 9,988,501
ordinary shares at an average price of 6.93p each for
consideration of £69.2m were acquired through these
programmes as at 26 July 2023.
The Group has continued to increase its holdings
across its strategic investments portfolio through the
following transactions after the financial year:
The Group made several transactions to increase
its holding in ASOS plc bringing the total direct
shareholding to 10.6% as of 18 July.
On the 9 June, the Group announced its partnership
with AO World and acquired a 18.9% holding in the
entity for £74m. The Group continued its investment
on 26 June bringing the total ownership to 22.2%.
It was announced on 20 June that the Group
acquired a 5% stake in Boohoo Group PLC having
purchased 63,543,706 ordinary shares. The Group
subsequently increased this holding to 7.8% on 26
July.
- It was announced on 26 July that the Group had
increased its stake in N Brown PLC bringing total
ownership to 19.0%.
Studio Retail Limited changed its name to Frasers
Group Financial Services on 31 May 2023.
The Group increased its holding in Sports Direct
Malaysia Sdn. Bhd. On 31 May 2023, bringing the
total ownership to 75% for consideration of £16.9m.
12.
PAYROLL COSTS
Frasers Group Plc had no direct employees during the
periods ended 30 April 2023 and 24 April 2022, and the
Directors are remunerated through Sportsdirect.com
Retail Limited. Details of the Directors’ remuneration can
be found in the Directors’ Remuneration Report.
13.
RELATED PARTY
TRANSACTIONS
Related party transactions with the Company are
disclosed within note 34 in the Group Financial Statements.
FRASERS GROUP PLC
ANNUAL REPORT 2023
225
GLOSSARY
ALTERNATIVE PERFORMANCE MEASURES
CONSOLIDATED FIVE YEAR RECORD
53 weeks ended
30 April 2023
52 weeks ended
24 April 2022
52 weeks ended
25 April 2021
52 weeks ended
26 April 2020
52 weeks ended
28 April 2019
(£m)
(£m)
(£m)
(£m)
(£m)
REPORTED PBT
660.7
335.6
8.5
143.5
179.2
Exceptional items
(97.1)
1.3
1.6
13.1
41.0
Fair value gain on step acquisition
-
-
-
(20.4)
-
Fair value adjustments to derivatives included
within finance (income) / costs
(32.5)
(7.6)
4.6
(21.3)
(39.7)
Fair value (gains) / losses and profit on disposal
of equity derivatives
(41.1)
(9.9)
(82.2)
35.1
(3.3)
Realised foreign exchange (gain) / loss
(31.2)
5.8
26.3
(34.9)
(22.1)
Share scheme
19.3
14.6
1.3
-
-
ADJUSTED PBT
478.1
339.8
(39.9)
115.1
155.1
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 53 weeks ended 30
April 2023, 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
International
Retail
Wholesale &
Licensing
Group
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Revenue
FY23 Reported
3,080.6
1,212.9
1,083.4
188.3
5,565.2
Adjustments for acquisitions, disposals and currency neutral
(428.7)
(74.4)
(114.7)
-
(617.8)
Financial performance from 53rd week
(50.0)
(21.5)
(18.3)
(3.6)
(93.4)
FY23 Excluding acquisitions, disposals and currency neutral
2,601.9
1,117.0
950.4
184.7
4,854.0
FY22 Reported
2,640.1
1,056.6
940.5
168.1
4,805.3
Adjustments for acquisitions, disposals and currency neutral
(59.3)
-
33.1
14.9
(11.3)
FY22 Excluding acquisitions, disposals and currency neutral
2,580.8
1,056.6
973.6
183.0
4,794.0
% Variance
0.8%
5.7%
(2.4%)
0.9%
1.3%
Adjusted PBT
FY23 Reported
447.0
(0.1)
79.4
(48.2)
478.1
Adjustments for acquisitions, disposals and currency neutral
18.4
22.3
10.3
-
51.0
FY23 Excluding acquisitions, disposals and currency neutral
465.4
22.2
89.7
(48.2)
529.1
FY22 Reported
196.9
10.5
121.3
11.1
339.8
Adjustments for acquisitions, disposals and currency neutral
9.5
-
(75.8)
3.8
(62.5)
FY22 Excluding acquisitions, disposals and currency neutral
206.4
10.5
45.5
14.9
277.3
% Variance
125.5%
111.4%
97.1%
(423.5%)
90.8%
(1)
The FY22 numbers have been re-categorised due to changes in the reporting segments, with European retail stores, management and operations being moved from European
Retail to International Retail.
FRASERS GROUP PLC
ANNUAL REPORT 2023
226
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 FX.
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
before working capital
-
-
Cash inflow from operating activities
before working capital is considered
an important indicator for the Business
of the cash generated and 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.
Electricity consumption on like for
like stores improvement vs FY20
-
-
This measure allows the board
to determine the effectiveness of
ongoing projects in reducing the
Group’s energy consumption.
Employee Engagement Survey
-
-
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 2023
227
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 2023
228
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 28 April 2024:
Half year results announced: December 2023 (tbc)
Preliminary announcement of full year results:
July 2024 (tbc)
Annual Report circulated: August 2024 (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 2023
229
FRASERS GROUP PLC
ANNUAL
REPORT
&
ACCOUNTS
2023.