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FRASERS GROUP PLC
ANNUAL
REPORT &
ACCOUNTS
2024.
ABOUT
FRASERS GROUP
FRASERS GROUP STARTED
AS A SMALL STORE IN
MAIDENHEAD IN 1982 AND
FROM THERE, GREW TO
BECOME AN INTERNATIONAL
POWERHOUSE. AS THE
BUSINESS EVOLVED, 2019 SAW
THE REBRAND 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 upward 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.
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.
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 whom are in the UK
£925M
Contributed approx. £925m
in UK Corporation Tax
£2,600M
Contributed approx. £2,600m in VAT and Duty
£259M
Contributed approx. £259m
in NI employer contributions
OUTLOOK
Our successful Elevation Strategy is powering
our strong financial performance, with strategic
brand relationships giving us better access to
product across the Frasers Group. As we move
into FY25 and the summer of sport, we remain
confident that our strategy will drive continued
strong performance, and we expect significant
synergies from both our automation programme
and the integration of acquisitions. We continue
to build a diverse business within retail, both
in the UK and internationally, and also within
financial services and property, that can deliver
sustainable multi-year profitable growth. For
FY25, we expect to achieve another strong
increase in APBT in the range £575m-£625m.
FRASERS GROUP PLC
ANNUAL REPORT 2023
2
CONTENTS
01. HIGHLIGHTS AND
OVERVIEW
002
About Frasers Group
004
Group at a Glance
006
Headlines
008
Summary of Financial Performance
02. STRATEGIC REPORT
010
Chair’s Statement
012
Our Business
014
Our Strategy – To Build the Planet’s Most
Admired and Compelling Brand Ecosystem
018
Key Performance Indicators
020
CEO Report and Business Review
029
Financial Review
034
Non-Financial and Sustainability Information
036
Workers’ Representative Report
037
ESG Report (including TCFD)
066
S172 Statement
068
Principal Risks and Uncertainties
086
Viability Statement
03. GOVERNANCE
088
Corporate Governance Report
096
The Board
099
Nomination Committee Report
102
Remuneration Report
121
Audit Committee Report
129
Directors’ Report
135
Directors’ Responsibility Statement
04. GROUP FINANCIAL
STATEMENTS
136
Independent Auditor’s Report to
the Members of Frasers Group Plc
147
Consolidated Income Statement
148
Consolidated Statement
of Comprehensive Income
149
Consolidated Balance Sheet
150
Consolidated Cash Flow Statement
151
Consolidated Statement
of Changes in Equity
152
Notes to the Financial Statements
05. COMPANY FINANCIAL
STATEMENTS
246
Company Balance Sheet
247
Company Statement of Changes in Equity
248
Notes to the Company Financial Statements
06. GLOSSARY
256
Company Directory
257
Shareholder Information
3
GROUP AT A GLANCE
CHANGE TO OPERATING SEGMENTS
Following a review of the Group’s
operating segments at the start of the
2023/24 financial year, a decision was
taken to change the Group’s segmental
reporting to more accurately reflect
the impact of recent acquisitions and
strategy changes on how management
views the business and makes decisions,
and to allow a more granular analysis
of the Group’s operating base.
UK SPORTS
This segment now includes the results of the Group’s
core sports retail store operations in the UK, plus
all the Group’s sports retail online business, other
UK-based sports retail and wholesale operations,
GAME UK stores and online operations, retail
store operations in Northern Ireland, Frasers
Fitness, and the Group’s central operating
functions (including the Shirebrook campus).
PREMIUM LIFESTYLE
This segment includes the results of the Group’s
premium and luxury retail businesses FLANNELS,
Cruise, Van Mildert, Jack Wills, House of Fraser,
Gieves and Hawkes, and Sofa.com along with
the related websites, the businesses acquired
from JD Sports in FY23, as well as the results from
the I Saw it First website and the Missguided
website until the disposal of the Missguided
intellectual property in October 2023.
As a result, the Group will now present the
following five operating segments:
• UK Sports
• Premium Lifestyle
• International
• Property
• Financial Services
Prior period results have been restated
to show the results of each operating
segment on an equivalent basis.
51.7%
UK Sports accounts for 51.7%
(FY23: 53.0%) of the Group’s revenue.
£2,860.8m
3.3%
21.7%
Premium Lifestyle accounts for 21.7%
(FY23: 21.8%) of the Group’s revenue
£1,204.0m
1.2%
FRASERS GROUP PLC
ANNUAL REPORT 2024
4
INTERNATIONAL RETAIL
FINANCIAL SERVICES
This segment includes the results all of the Group’s sports
retail stores, management and operating functions in
Europe, Asia and the rest of the world, including the
Group’s European Distribution Centres in Belgium and
Austria, GAME Spain stores and e-commerce offering,
the Baltics & Asia e-commerce offerings, the MySale
business in Australia, the Group’s US retail operations
until they were disposed of in May 2022, and all non-UK
based wholesale and licensing activities (relating to
brands such as Everlast, Karrimor and Slazenger).
This segment includes the results of Frasers Group
Financial Services. This includes interest charged on
amounts advanced to consumer credit customers, along
with the associated impairment and operating costs.
PROPERTY
This segment includes the results from the Group’s
freehold property owning and long leasehold holding
property companies that generate third party rental
and other property related income (e.g., car parking,
conference and events income). The results of the
Coventry Arena are reported in this segment.
£1,289.2M
£111.0M
£72.7M
3.3%
11.2%
101.4%
23.3%
International accounts for 23.3%
(FY23: 22.3%) of the Group’s revenue.
2.0%
Financial Services accounts for 2.0%
(FY23: 2.2%) of the Group’s revenue.
1.3%
Property accounts for 1.3%
(FY23: 0.6%) of the Group’s revenue.
FRASERS GROUP PLC
ANNUAL REPORT 2024
5
HEADLINES
CONTINUED STRATEGIC PROGRESS AGAINST KEY PRIORITIES:
1. PROFITABLE GROWTH
APBT
(1)
of £544.8m (+13.1%),
at the top end of our guidance
range (£500-£550m).
Continued strong profitable
growth – FY25 APBT expected
to be £575m-£625m.
£544.8M
£575M-£625
+33.6%
Adjusted EPS
(1)
of
95.8p (+33.6%).
2. ELEVATION STRATEGY
AND BRANDS
Continued successful execution
of Elevation Strategy and
strengthened brand partnerships,
including onboarding new brands
such as The North Face, On and
Columbia. This contributed to
a strong trading performance
especially from Sports Direct, which
delivered continuing year-on-year
revenue and gross profit growth.
The continued strength of
third-party brand relationships
and Sports Direct’s positioning
are unlocking further international
expansion opportunities: growing
our presence in the Nordics, a
joint venture in Southeast Asia,
and currently acquiring a leading
sports retailer in the Netherlands.
FRASERS GROUP PLC
ANNUAL REPORT 2024
6
8.2%
Virtual completion of warehouse
automation project increased the
efficiency of our warehouse and
inventory handling processes
resulting in a £138.2m (8.2%)
reduction in gross stock holding
year-on-year.
14.7%
This represents a £266.7m (14.7%)
reduction compared to October
2023 and marks significant
progress in reducing the
like-for-like gross inventory
balance by 5-15% by the end
of the calendar year.
Successful integration of
acquisitions which will improve
efficiency and profitability in
coming years.
Rolling out a new group-wide
digital platform, streamlining
and enhancing retail
operations and improving
consumer experiences across
all digital brand channels.
3. INTEGRATIONS AND SYNERGIES
4. FRASERS PLUS
Very encouraging early
performance of Frasers Plus. We see
a great deal of potential for Frasers
Plus as a new revenue stream and
a key pillar of our brand ecosystem.
We have a long-term ambition of
£1bn+ in sales, £600m in balances
delivering a greater than 15% yield
with over 2 million active Frasers
Plus customers – this is excluding
any third-party partnerships.
Agreed strategic partnership
with THG plc (“THG”), post
year-end. The partnership
includes the integration
of Frasers Plus into THG’s
Ingenuity platform, benefiting
customers across THG’s
retail sites. This marks the
first Frasers Plus partnership
with an external partner.
5. STRONG BALANCE SHEET
AND CASH FLOW
£1,873.0M
The Group’s strategy is underpinned
by a strong balance sheet with
net assets increasing to £1,873.0m
even after a £126.4m share
buyback programme in the year.
£834.6M
Cash inflow from operating activities
before working capital movements
of £834.6m, largely driven by strong
trading performance particularly at
Sports Direct, down 4.7% year-on-year
reflecting the non-repeat of the
£95.0m reversal of legal and regulatory
provisions in the prior year.
FRASERS GROUP PLC
ANNUAL REPORT 2024
7
Reported PBT of £507.0m, a decrease of 20.5%.
The Group’s trading performance has been offset
by a decrease in foreign exchange gains, non-cash
fair value movements on equity derivatives (which
have moved from a £41.1m gain in FY23 to a loss of
£68.9m in FY24 and account for a significant portion
of the year-on-year decline in statutory PBT) and the
non-repeat of exceptional gains (primarily related
to the gain made on businesses acquired from JD
Sports Fashion plc).
APBT
(1)
increased by 13.1% to £544.8m despite lower
profits from the disposal of properties and subsidiaries
(£28.5m in the current period vs. £113.0m in prior year)
and a £12.5m loss in respect of the Group’s acquisition
of Matches Fashion (vs. a £26.3m gain on disposal of
Bob’s in prior year). Property and acquisition related
impairments returned to more normalised levels
in the current year as a result of the strong trading
performance combined with the rationalisation of
loss-making stores, and future forecasts outweighing
our downside impairment assumptions (a net
impairment charge of £21.4m in the current period vs.
£239.7m charge in the prior year).
Retail profit from trading of £738.9m, down 0.9%.
A strong trading performance from Sports Direct
reflecting the continuing success of the Elevation
Strategy and strengthening brand relationships, was
broadly offset by expected declines in GAME UK and
Studio Retail, planned House of Fraser store closures,
and a softer luxury market. The previous year’s result
also included the benefit of a 53rd week of trading.
Basic EPS of 86.8p, a decrease of 20.1p year-on-year.
Adjusted EPS
(1)
of 95.8p, an increase of 24.1p (33.6%)
due to increased underlying profitability, the impact
of share buy-backs and a lower effective tax rate.
Net assets have increased to £1,873.0m from
£1,668.2m at 30 April 2023, due to the profitability
of the Group offset by share buybacks.
Cash inflow from operating activities before working
capital movements of £834.6m, largely driven by
strong trading performance particularly in Sports
Direct, down 4.7% year-on-year reflecting the
non-repeat of the £95.0m reversal of legal and
regulatory provisions in the prior year.
Acquisitions and Investments
We expect to complete on the purchase of
Netherlands retailer, Twinsport post year-end
further supporting our growth ambitions in Europe.
Launched new joint venture in Indonesia to support
our expansion plans in Southeast Asia.
Made further strategic investments as the Group
continues to explore opportunities to expand
commercial relationships and further develop the
Group’s ecosystem.
Strategic disposal of several non-core properties
and lesser-performing brands, optimising the
Group’s portfolio and allowing us to focus on
high-growth areas.
(1) This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP
measure in note 4 to the consolidated financial statements. Adjusted EPS is discussed
in note 15 to the consolidated financial statements.
£507M
Reported PBT of
£544.8M
£834.6M
APBT
(1)
increased to
Cash inflow from operating activities
before working capital movements
£1,873M
86.8p
Net assets have increased to
Basic EPS of
SUMMARY OF
FINANCIAL
PERFORMANCE
FRASERS GROUP PLC
ANNUAL REPORT 2024
8
FRASERS GROUP PLC
ANNUAL REPORT 2024
9
Introduction
We are pleased to report a strong set of results for
FY24, in line with guidance we set at the start of
the year. Consumer demand continues to be strong
across our Sport division with great momentum
as we head into the highly anticipated summer of
sport, reinforcing our ambition to be the number
one sporting goods retailer in EMEA.
Michael Murray has completed his second year as
Chief Executive Officer and continues to execute
the Group’s Elevation Strategy with an impressive
leadership team around him, exemplified by strong
business performance and a clear strategy. Together
with this experienced team in place, Michael continues
to elevate brand relationships across Frasers Group.
Our continued tenure as a FTSE 100 company
demonstrates the strength of our Elevation Strategy
and the positive progress we are making. Additionally,
the meaningful in-person collaboration between
Michael, the board and I creates an environment
primed to continue to build momentum and
strengthen Frasers Group’s unique proposition.
Elevation and Investment
Our results demonstrate that the Elevation Strategy
is working. We continue to invest in opening new,
elevated stores, doubling down on physical retail by
refurbishing existing stores and strengthening brand
partnerships to deliver the best consumer experience.
With over 350 elevated stores across the business, we
are particularly proud of the first-of-its-kind Everlast
Gyms concept in Gateshead, Newcastle and our
fourth Sports Direct flagship store in Cardiff which
unveiled our new Rugby category, Evans Go and
Outdoor concept. We continue to see property as a
key principle of the Elevation Strategy with plans to
open further experiential stores and acquire property
assets in strategic retail locations.
We continue to strengthen relationships with our
strategic brand partners, culminating in our Frasers
Festival in May. With over 20 brand activations and
an impressive panel of industry titans including
leaders from Nike, adidas, Under Armour, On,
Hugo Boss, The North Face and more, the
Festival speaks for itself.
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 the Frasers ecosystem, including increased
strategic investment in Hugo Boss, AO World, ASOS
and Boohoo.
We continue to make meaningful progress with
our ambition to become the number one sporting
goods retailer in EMEA and beyond through the
acquisition of the intellectual property of sporting
goods retailers Perry Sport, and Atkiesport, as well
as cycling e-commerce platforms, Wiggle and Chain
Reaction, and WIT Fitness. We also strengthened
ties through our strategic investment into Norwegian
sports retailer, XXL. Sports Direct’s growing presence
in Indonesia and Malaysia through our joint venture
with local retail giant PT MAP Active continues to
reaffirm our commitment to the Group’s international
expansion strategy.
Across the Frasers Group portfolio, we have virtually
completed our warehouse automation programme
which is expected to notably further increase
optimisation and we are investing significantly to
elevate the Group’s digital infrastructure. Ten of our
European territories, including Sports Direct Germany,
France and Spain, have migrated onto the new
infrastructure, with more to come in FY25.
Finally, the introduction of ‘Frasers Plus’ – our FCA
regulated credit payment account and rewards
product – across the Group has seen promising early
uptake with an increase in Average Order Values and
cross-fascia shopping, providing invaluable insight
into our customer’s shopping habits and needs.
Our People
Our aim remains steadfast in creating a diverse
and inclusive working environment at Frasers Group
with our people at the centre of this goal. Our
new strategic mindset across the Group – simplify,
optimise and minimise – serves to further our vision
across all facets of the Group, whether on the shop
floor, in our warehouse or at head office.
CHAIR’S
STATEMENT
FRASERS GROUP PLC
ANNUAL REPORT 2024
10
Michael Murray has strengthened and redefined our
leadership team, with the introduction of new and
talented individuals who align with this strategic
mindset and bring the Elevation Strategy to life
through new energy and expertise.
Employee wellbeing is a top priority, and we continue
to invest into the Frasers Fit app, the wellbeing
initiative that provides useful resources and
encourages physical, financial and mental health.
We continue to recognise and reward our highest
performing colleagues through our monthly awards,
Frasers Champions, the Fearless 1000 bonus scheme
and our second and biggest ever Frasers Festival
which sought to motivate and inspire.
Attracting the best talent is also integral to the
business. Our Graduate Scheme programme, the
Frasers Elevation Programme, is now in its fifth year
with over 100 talented people during this time, and
we will look to recruit a new intake in September 2024.
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 focuses
on People, Products and Channels, allowing us to
effectively implement our responsibilities into the
Group and drive change to future-proof the business.
We’ve made considerable progress against our ESG
framework, acknowledging there is always room
to grow. We are in the midst of completing our
global carbon footprint audit for FY24 and continue
to embrace environmental stewardship through
collaborative initiatives with brand partners to
increase efficiency and optimise supply chains.
The implementation of energy-saving initiatives,
including voltage optimisation projects and LED
installations, has led to a noteworthy reduction in
energy consumption while we continue to improve
cotton farming practices globally through our
involvement in the Better Cotton initiative.
Outlook
Michael Murray continues to execute his clearly
defined strategy for the business with conviction
across all divisions. As we look forward to the next
year, we have many growth opportunities for our
diversified portfolio, our strategic brand partners
are even stronger, 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.
Our successful Elevation Strategy is powering our
strong financial performance, with strategic brand
relationships giving us better access to product
across the Frasers Group. As we move into FY25 and
the summer of sport we remain confident that our
strategy will drive continued strong performance,
and we expect significant synergies from both our
automation programme and the integration of
acquisitions. We continue to build a diverse business
within retail, both in the UK and internationally, and
also within financial services and property, that can
deliver sustainable multi-year profitable growth. For
FY25, we expect to achieve another strong increase
in APBT in the range £575m-£625m.
Dividend and Share Buybacks
The Board has again decided not to pay a final
dividend in relation to FY24. We currently believe
this is in the best interests of the Group, preserving
financial flexibility and enabling reinvestment back
into the growth opportunities for the business.
However, we will keep this consistently under review.
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
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
11
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.
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 Group,
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 2024
12
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 21 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 territory manager. 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.
OWN IT
OUR VALUES
THINK WITHOUT LIMITS
BE RELEVANT
Own the basics
Own the role
Own the result
Think
Think fast
Think fearlessly
Relevant to people
Relevant to partners
Relevant to the planet
FRASERS GROUP PLC
ANNUAL REPORT 2024
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 2024
14
15
FRASERS GROUP PLC
ANNUAL REPORT 2024
Strategy
Key Achievements In FY24
Priorities for FY25
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 FY24, our achievements included:
Developed our relationships with key
brand partners, such as Nike, Adidas,
Under Armour, and Hugo Boss, exemplified
by their participation at the second
Frasers Festival.
Established new, innovative relationships
with brand partners such as The North
Face, On and Columbia.
Acquired strategic brands to enable our
strategy and further grow our ecosystem,
through the acquisitions of intellectual
property for Wiggle, Chain Reaction
and Matches.
Disposed of non-core brand Missguided,
enabling us to rationalise the number
of brands within the Premium
Lifestyle segment.
Strategically invested in businesses
that complement our existing brands or
helped us to build and further utilise our
sector-leading ecosystem, such as Boohoo,
Currys, ASOS and AO World.
Completed the roll out of our Frasers Plus
platform, a Financial Conduct Authority
approved and regulated credit facility
across the Group’s retail fascias.
Agreed strategic partnership with THG
plc (“THG”). The partnership includes the
integration of Frasers Plus into THG’s
Ingenuity platform, benefiting customers
across THG’s retail sites. This marks the
first Frasers Plus partnership with an
external partner.
During FY25, 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
including exploring further strategic
partnerships with third parties.
Invest in and grow our own-brand portfolio
to ensure it remains relevant to consumers
and complements 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 are building a sector-leading digital
ecosystem where we create consumer value
through seamless and innovative experiences
of the world’s best brands.
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 marketing tech to
facilitate the next stage of our growth.
We work alongside a strong network of
industry leading technology providers and
agencies to ensure our digital business is
forward thinking and delivers strong growth.
During FY24:
First significant roll out of new commerce
tools-based MACH architecture with 10
EU markets now live. Focus now shifts
to rolling out this architecture across the
UK estate.
Invested in and launched key new
capabilities across the Group: Amplience
CMS, Optimizely, and Algolia DRR and
Neural Search.
Elevated the customer experience across
the digital estate, with significant UX
improvements across the estate. Sports
Direct launched a new white label app with
strong initial results. Focus now shifts to
rolling this out across the rest of the estate.
Completed the roll out of Frasers Plus
across all the Group’s platforms.
Made strategic investment into XCM
Horizon to amplify our first party data
activation capabilities and form basis
of new marketing tech stack to give
competitive advantage in a tough market.
During FY25, our priorities are to:
Roll out of new fit for future ecommerce
platform across the portfolio, delivering
the benefits of MACH architecture across
the Group.
Roll out group-wide membership
programme, creating value exchange to
enhance first party data capture and build
personalised experiences
Continued investment in elevating our
experiences, including full new app
ecosystem. Premium and luxury will be
a particular focus, where we will create
stronger visual identities, personal
shopping and AI-driven outfitting.
Build enhanced marketing tech stack that
gives capability to deliver a retail media
proposition, highly personalised activations
across the consumer journey, and effective
utilisation of first party data to deliver
efficient marketing.
FRASERS GROUP PLC
ANNUAL REPORT 2024
16
Strategy
Key Achievements In FY24
Priorities for FY25
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
internationally for Sports Direct.
Elevate and improve our current estate,
particularly for Sports Direct.
Give consumers access to unrivalled luxury
and premium 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 FY24, our achievements included:
Continued investment in opening new,
elevated stores, doubling down on physical
retail by refurbishing existing stores and
strengthening brand partnerships to deliver
the best consumer experience:
Sports Direct opened its fourth
flagship in Cardiff, which unveiled our
new Rugby category, Evans Go and
Outdoor concept.
Our fifth FLANNELS flagship opened
in Gateshead, unveiling our new Home
concept that offers consumers access
to a unique collection of contemporary
and luxury homeware brands
Opened the first-of-its-kind Everlast
Gyms concept in Gateshead directly
connected to a 50,000 sq. ft. Sports
Direct store, offering consumers a
well-rounded sports experience.
Continued opening new locations
across the UK and Europe.
Continued opening new locations across
the UK and internationally.
Acquired a number of retail sites including
the Junction 32 retail outlet in Castleford,
Yorkshire to further demonstrate our belief
in the future of physical retail.
Launched new joint venture in Indonesia to
support our international expansion.
During FY25, our priorities are to:
Further grow our presence internationally.
Continue the Elevation Strategy by
opening new stores and refurbishing
existing ones.
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.
Continue to 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 automation and to
integrate acquired businesses to enhance
Group efficiencies.
During FY24, our achievements included:
Continuation of regular and direct
interaction with our CEO and the
leadership team at quarterly
“CEO sessions”.
Further communicated the Fearless 1000
bonus scheme, whereby 1,000 staff split
£100m giving our people the opportunity
to win life changing sums of money if the
share price hits £10 (for 30 days).
Successful integration of acquisitions such
as Studio Retail and Sportmaster.
Virtual completion of automation
project leaving us with one of the largest
Autostores in Europe.
Future-proofed the business with planned
key operational sites in Coventry and
Germany. The planning application for the
Coventry site was submitted during FY24.
During FY25, our priorities are to:
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.
Focus on cost control and maximising
synergistic benefits arising from
integrations of acquisitions.
FRASERS GROUP PLC
ANNUAL REPORT 2024
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.
52 weeks ended
28 April 2024
53 weeks ended
30 April 2023
(1)
Group revenue
£5,537.7m
£5,586.0m
Reported PBT
£507.0m
£638.0m
Adjusted PBT
(2)
£544.8m
£481.8m
Cash inflow from operating activities before working capital
£834.6m
£875.6m
Net assets
£1,873.0m
£1,668.2m
Non-Financial KPIs
Number of retail stores
1,551
1,630
Workforce turnover
31.0%
32%*
Electricity consumption on like-for-like stores improvement vs FY20
24.8%
15.9%
The Directors have adopted Alternative Performance
Measures (APMs). APMs should be considered in
addition to UK-adopted International Accounting
Standards (“UK IAS”) measures. The Directors believe
that adjusted profit before tax (“APBT”) 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 excluding the effects
of exceptional items, realised foreign exchange, fair
value adjustments to derivative financial instruments
included within finance income/costs, fair value gains/
losses and profit on disposal of equity derivatives,
and share schemes. This 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) Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation
of investment property. Please refer to note 1 of the consolidated financial
statements for details.
(2) This is an Alternative Performance Measure. APBT is reconciled to the equivalent
GAAP measure in note 4 to the consolidated financial statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
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. We have
adjusted the measure this year to report only
non-redundancy related staff turnover in order to
drive a focus on the parts of our business that have
a higher attrition. *The prior period figure has been
restated on an equivalent basis (FY23: reported
figure 44.5%).
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
19
CHIEF EXECUTIVE’S REPORT
AND BUSINESS REVIEW
STRATEGIC AND
OPERATIONAL HIGHLIGHTS
Introduction
Reflecting on this past year, I am proud of the strides
we have made at Frasers Group and the disciplined
execution of our Elevation Strategy, which is bringing
the business closer to where we want to be for our
consumers, people, brand partners, and shareholders.
Despite macro-economic challenges, we continue to
remain focused on delivering our Elevation Strategy
and further building our brand ecosystem across
attractive segments. Given the scale of growth the
Frasers Group has experienced in recent years, it
is more important than ever to ensure we keep our
business simple. With this in mind, from FY24, we have
clearly defined our segments as UK Sports Retail,
Premium Lifestyle, International Retail, Property and
Financial Services to best illustrate our focus areas.
FY24 has been an exceptional year. We have delivered
a strong financial performance thanks in part to the
breadth of our business across these segments, and
affirming the Frasers equity story: best brands, diverse
growth, and cash compounder.
Best Brands
Our brand relationships are stronger than they have
ever been, unlocking selectively distributed products
from the world’s best brands.
Continued commitment to the Elevation Strategy
reaffirms our new positioning, creating more
opportunities and securing the Group in markets
with high barriers to entry.
The strength of our ecosystem positions us as a
key strategic wholesale partner for the world’s best
brands, giving them access to new consumers, an
elevated omni-channel experience, and an aligned
wholesale strategy.
Diverse Growth
While Sport has always and continues to be a core
tenet of the business, we have exciting profitable
growth opportunities across a diverse range of
segments including differentiated Retail and
International opportunities and, most recently,
Property and Financial Services.
A focus on leveraging these new revenue streams
for the Group whilst fixating on profitable growth.
Cash Compounder
Frasers Group is highly cash generative and a
cash compounder, consistently generating new
and diverse profit growth opportunities.
The business has delivered £3.7bn in operating cash
over the last 9 years which has been reinvested,
funding the Elevation Strategy which started in 2016,
and delivered great value for all stakeholders whilst
maintaining consistently low leverage.
This impressive cash compounder model is
supported by conservative, consistent and
simple accounting principles.
Financials
We have seen strong trading momentum across
much of our diversified portfolio, especially in Sports
Direct, underscoring the resilience of our operations
and the strength of our business. We continue
our practice of adopting conservative, consistent,
and simple accounting principles. This disciplined
approach to our balance sheet ensures that
stakeholders have a transparent view of the value
creation within the business.
Our financial performance has been robust, with
our cash compounder model driving significant
returns. We maintained strong financials across
our diverse growth sectors, including Retail across
multiple sectors, international markets, Property,
and Financial Services. Our commitment to a strong
balance sheet provides a solid foundation for future
growth and stability, positioning us well to capitalise
on emerging opportunities.
Key financial metrics include:
UK Sports segment gross margin increased 250bps
to 45.5% demonstrating the strength of our
proposition and brand relationships, and improving
product access.
Adjusted PBT
(1)
increased to £544.8m (13.1%) driven
particularly by Sports Direct, and more normalised
impairment levels as results and forecasts
outperform downside assumption scenarios.
FRASERS GROUP PLC
ANNUAL REPORT 2024
20
Reported PBT of £507.0m, a decrease of 20.5%.
The Group’s trading performance has been offset
by a decrease in foreign exchange gains, non-cash
fair value movements on equity derivatives and the
non-repeat of exceptional gains (primarily related
to the gain made on businesses acquired from JD
Sports Fashion plc).
Adjusted EPS
(1)
up 33.6% to 95.8p due to improved
profitability supported by the significant share
buy-back programme in the year and lower
effective tax rate.
Net assets have increased 12.3% to £1.9bn.
£126.4m of capital returned to shareholders by way
of share buy-backs in the year.
Very strong cash inflow from operating activities
before working capital movements of £834.6m
versus the prior year of £875.6m, which included
£95.0m of legal and regulatory provision reversals
not repeated in the current year.
Continued self-funded growth of the Group and
investment in the Elevation Strategy with leverage
remaining consistently low.
Retail
Our mission at Frasers Group is to build the planet’s
most admired and compelling brand ecosystem. We
obsess over our relationships with the best brands
across Sport, Premium and Luxury. Part of the
strength of our ecosystem is its diversity: no single
brand supplier represents more than 15% of our total
Group sales. Our brand portfolio is strengthened by
an ever-evolving roster of new brands, such as The
North Face, On, Salomon, Columbia and Alo Yoga,
which we have onboarded this year. Importantly,
this is underpinned by Frasers’ owned brands, which
generate higher gross margin for the Group. This
brand mix not only provides consumers with a wide
selection of products across sectors but also provides
varied price points to serve different consumer
groups. As brands continue to evaluate their direct-
to-consumer model, wholesale partners are becoming
increasingly imperative. Our Elevation Strategy has
enabled clear alignment with the world’s best brands
making us a key strategic partner and presenting us
with greater opportunities.
The mutual value of our brand relationships came
to life at the Frasers Festival held in May, where over
40 of our strategic brand partners joined us for two
days to celebrate and foster collaboration. We had
founders and CEOs join us from the world’s biggest
brands, such as Kevin Plank, Founder and CEO of
Under Armour, Bjørn Gulden, CEO of adidas, Daniel
Grieder, CEO of Hugo Boss, Marc Maurer, Co-CEO
of On, and more. It was fantastic to celebrate our
achievements together and their endorsement of
Frasers Festival 2024 truly demonstrated their trust in
the repositioning of our business and their alignment
to our vision.
Sports Direct continues to reinforce its position as an
undisputed leader in Sport. The Sport industry is not
slowing down; high consumer demand, coupled with
our unique proposition continues to drive profitable
growth for the division. In FY24, we have built on
our strong foundations with the successful roll out of
new elevated stores, experiential-led flagship store
openings and best-in-class category concepts. We
will continue to invest significantly in our store estate
over the coming years, always ensuring our robust
payback model for store investment is adhered to.
In line with our international expansion ambition, we
have made meaningful progress with acquiring the
intellectual property of sporting goods retailers Perry
Sport, and Atkiesport, and contracted to acquire
Twinsport post year-end - which now makes us the #1
top Sport retailer in Benelux. We have increased our
equity investment in Norwegian sports retailer, XXL
and remain close to agreeing a strategic partnership
to further develop our presence across the Nordics.
We are also excited about our joint venture with
international retail giant, PT MAP Active, having
already opened 3 stores in Indonesia. We will be
further growing our presence across Southeast Asia
and are very excited about the opportunities that
arise from this partnership.
While Sport moves from strength-to-strength,
our Premium and Luxury division experienced
the softening of the global luxury market felt by
most high-end retailers and brands. We made the
difficult but necessary decision to put Matches into
administration once it became clear that too much
further investment would be required to sustain
the business. Following an extensive process by the
Joint Administrators, we reached an agreement
to acquire certain intellectual property assets. We
remain committed to the luxury market and, whilst
the environment is likely to remain challenging for the
medium-term, we are confident in our well-invested
and differentiated proposition with FLANNELS; we
have strong relationships with key brand partners
and remain well-placed to capitalise on longer-term
opportunities. In our Premium division, we have made
good progress on consolidating the House of Fraser
store estate and introduced other Frasers Group
fascias to make the retail space more productive
whilst increasing the product offering for the
consumer. This new retail model with more of our
concepts under one roof is proving hugely attractive
and is a commercial way to incorporate multiple
fascias together.
FRASERS GROUP PLC
ANNUAL REPORT 2024
21
Over the last 12 months, we have made excellent
progress on our warehouse automation programme
across our supply chain, which is set to transform
our Group-wide retail operations. The project is now
99% complete and already enabling further Group
efficiencies and synergies, and we have already made
significant headway rationalising our stock holding by
£138.2m year-on-year.
This improvement in our operations enables us to
accelerate the integrations of acquisitions, unlocking
potential for the years ahead by reducing warehouse
locations, systems and infrastructure costs and,
ultimately, increasing profitability. Finally, we are
nearing completion of the integration of several
acquisitions, including Studio Retail, Sportmaster and
GAME which we expect to produce further efficiency
and profitability improvements once completed.
Our strong infrastructure has been a key enabler
for the elevation of our digital platform. Earlier this
year, we started the overhaul of our digital offering
with the creation of a cutting-edge platform that is
transforming the consumer e-commerce experience
through personalisation and better product
discoverability, building on our operational efficiencies
and improvements. To complement our international
expansion, we launched 10 new localised Sports Direct
websites this year, which allows us to unlock the strong
demand across Europe, and we are looking forward to
scaling this further.
Strategic Investments
Building a compelling brand ecosystem requires a
dynamic M&A strategy which is central to the Group’s
DNA. Starting with one store in 1982, the Group has
grown to over £5 billion in sales across a number of
diverse sectors and countries, nearly all of which
have been acquired as part of our ongoing M&A
strategy. We regularly review our investment portfolio
to ensure it is diverse and resilient, but also conducive
to synergies and future growth as demonstrated by
our recently increased investment in Hugo Boss.
We are and always have been incredibly supportive
of Hugo Boss’ strategy and work closely with the
management team to bring synergies for both
businesses. It is our intention to remain a long-term
and supportive shareholder.
Property
Frasers Group occupies over 20 million square feet
of stores, warehouses, and office space. Actively
managing this vast estate is essential, and our
presence in large towns and cities often exceeds
150,000 square feet. Our unique advantage lies in
our deep understanding of trading data, enabling us
to effectively underwrite our occupational demand,
giving us an edge over other investors. This insight has
unlocked numerous opportunities to acquire property
assets at attractive prices.
By leveraging these acquisitions, we not only fulfil
our retail representation requirements but also drive
additional footfall, enhance the tenant mix, and
ultimately increase the value of our assets. When
market conditions are favourable, we maintain the
flexibility to sell these assets, capturing the value
created and redeploying the proceeds across the
Group. In FY24, we successfully executed property
acquisitions totalling £91.0m and completed £12.1m
of disposals. As we move forward, we remain vigilant
in monitoring further opportunities to expand and
optimise our portfolio.
Financial Services
We are incredibly optimistic about our Financial
Services proposition, further expanding our diverse
ecosystem. The platform evolves our capability,
allowing us to better understand our consumers
cross-fascia, streamline the consumer experience
with a one-click checkout, and reward our most
loyal consumers.
Our improved capabilities support the continued
success of Frasers Plus - our FCA-regulated credit
payment account and rewards product - which
is changing how consumers shop across the
Group’s brands and third-party platforms. The
early performance of Frasers Plus has been very
encouraging, as it is an attractive product for
consumers, and has driven a rise in spending across
categories and segments, and Average Order Value
above where we initially forecasted.
After a promising early uptake from our consumers
within Frasers Group, which generated invaluable
consumer insights and data that will help us better
serve our consumers, we entered our first external
Frasers Plus partnership with THG. Frasers Plus will be
integrated into THG’s Ingenuity platform, benefiting
consumers across THG retail sites and unlocking new
growth opportunities for the business by recruiting
new consumers and offering existing Frasers Plus
members exciting new products.
We see a great deal of potential for Frasers Plus
as a new revenue stream and a key pillar of our
compelling brand ecosystem. We are excited to grow
our new Financial Services division with a long-term
ambition of £1bn+ in sales, £600m in balances
delivering a greater than 15% yield with over 2 million
active Frasers Plus customers – this is excluding any
third-party partnerships.
FRASERS GROUP PLC
ANNUAL REPORT 2024
22
Our Teams
Our people are our best and most important asset
– whether on the shop floor, in our warehouse, or
at head office – and we’re always looking for new
ways to inspire and drive them. That’s why we hosted
our second Frasers Festival in May, which brought
together over 1,500 of our top-performing colleagues
from across the world. The day aimed to inspire,
connect and motivate our teams through fitness
challenges, brand activations and panel talks from
global brand leaders. Feedback from employees has
been overwhelmingly positive as we head into a busy
summer period. We strongly believe that rewarding
colleagues for their contribution is crucial, which is
why our Fearless 1000 bonus scheme recognises
and rewards the Group’s top 1,000 performers. We
also introduced ‘Retail Reconnect’ for Head Office
staff whereby they spend two days a year in either
a Retail or Warehouse environment. The experience
drives collaboration and a better understanding of
the demands facing our Retail and Warehouse teams,
as well as an understanding of our consumers. We’re
already reaping the benefits of this initiative and
seeing greater cohesion among our people.
Continued Focus on Environmental,
Social, and Governance
This year, we introduced Frasers Group’s global
Sustainability framework against which we
benchmark and measure our ESG progress and
impact. We have made significant strides against
our ESG framework, underpinning our dedication to
environmental stewardship and social responsibility.
While we have made progress we can be proud of,
we recognise that meaningful change will take time
and that we are at the beginning of a long journey.
We’re in the process of completing our global
carbon footprint audit for FY24, which demonstrates
our commitment to transparency and continuous
improvement. Our collaborative efforts with brand
partners have optimised shipping, significantly
increased efficiency and reduced our carbon footprint.
We have also focused on reducing our reliance on
single-use plastics, as well as saving over 2 million
hangers from disposal to keep them in circulation
for longer. We have implemented energy-saving
initiatives, including voltage optimisation projects and
LED installations, which led to a noteworthy reduction
in energy consumption.
Outlook
As I mark two years as Chief Executive at Frasers
Group, I want to extend my gratitude and thanks to
every member of the Frasers Group team, our Board
of Directors, investors, and partners. Your ongoing
commitment and support drive us forward every day,
and here’s to continuing our shared success in the
years to come.
Looking ahead to FY25, we are confident that
our strategy will continue to drive strong trading,
bolstered by a summer of sport, the integration of
recent acquisitions and synergies from our automation
programme. We also expect to reduce the like-for-like
gross inventory balance by 5% to 15% by the end of
the calendar year, and have already made significant
progress. We’re continuing to build a diversified and
global retail business for sustained multi-year growth
and expect to achieve another significant increase in
FY25 APBT
(1)
in the range £575m-£625m.
(1) This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP
measure in note 4 to the consolidated financial statements. Adjusted EPS is discussed
in note 15 to the consolidated financial statements.
Michael Murray
Chief Executive Officer
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
23
SUMMARY OF RESULTS
52 weeks ended
28 April 2024
53 weeks ended
30 April 2023
(1)
Retail revenue
£5,354.0m
£5,424.9m
Total revenue
£5,537.7m
£5,586.0m
Retail gross profit
£2,239.9m
£2,252.0m
Group gross profit
£2,395.2m
£2,395.0m
Retail gross margin
41.8%
41.5%
Group gross margin
43.3%
42.9%
Retail profit from trading
£738.9m
£745.3m
Group profit from trading
£835.6m
£908.4m
Reported profit before tax ("PBT")
from continuing operations
£507.0m
£638.0m
Adjusted profit before tax
("APBT")
(2)
£544.8m
£481.8m
Reported basic earnings per
share ("EPS")
86.8p
106.9p
Adjusted basic EPS
(2)
95.8p
71.7p
Net assets
£1,873.0m
£1,668.2m
Cash inflow from operating
activities before working capital
£834.6m
£875.6m
(1) Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
(2) This is an Alternative Performance Measure. APBT is reconciled to the equivalent
GAAP measure in note 4 to the consolidated financial statements. Adjusted EPS
is discussed in note 15 to the consolidated financial statements.
The Directors have adopted Alternative Performance
Measures (APM’s). APM’s should be considered in
addition to UK-Adopted International Accounting
Standards (“UK IAS”) measures. The Directors believe
that Adjusted profit before tax (“APBT”) and Adjusted
basic EPS provide further useful information for
shareholders on the underlying performance of the
Group in addition to the reported numbers and
are consistent with how business performance is
measured internally. They are not recognised profit
measures under UK IAS and may not be directly
comparable with “adjusted” or “alternative” profit
measures used by other companies.
Performance Overview
Retail revenue decreased by 1.3%. A strong trading
performance from the core Sports Direct business
has offset the majority of the planned sales declines
in GAME UK and Studio Retail, as well as the impact
of House of Fraser store closures and a softer luxury
market in Premium Lifestyle. Excluding the impact of
the 53rd week from prior year, retail revenue increased
by 0.6%. Total group revenue decreased by 0.9% with
growth in the property segment partially mitigating
declines in Retail and Financial Services. Excluding the
impact of the 53rd week from prior year, total revenue
increased by 1.0%.
Group gross margin % increased to 43.3% from
42.9%, driven by an increase in retail gross margin
reflecting improvements in Sports Direct’s product
mix as a result of strengthening brand relationships
mitigated by the softer luxury market. Retail profit
from trading of £738.9m, down 0.9%. A strong
trading performance from Sports Direct reflecting
the continuing success of the Elevation Strategy and
strengthening brand relationships, was broadly offset
by expected declines in GAME UK and Studio Retail,
planned House of Fraser store closures, and a softer
luxury market. The previous year’s result also included
the benefit of a 53rd week of trading.
APBT
(2)
increased by 13.1% to £544.8m despite lower
profits from the disposal of properties and subsidiaries
(£28.5m in the current period vs. £113.0m in prior year)
and a £12.5m loss in respect of the Group’s acquisition
of Matches Fashion (vs. a £26.3m gain on disposal of
Bob’s in prior year). Property and acquisition related
impairments returned to more normalised levels
in the current year as a result of the strong trading
performance combined with the rationalisation of
loss-making stores, and future forecasts outweighing
our downside impairment assumptions (a net
impairment charge of £21.4m in the current period
vs. £239.7m charge in the prior year).
Reported PBT of £507.0m, a decrease of 20.5%.
The Group’s trading performance has been offset
by a decrease in foreign exchange gains, non-cash
fair value movements on equity derivatives (which
have moved from a £41.1m gain in FY23 to a loss of
£68.9m in FY24 and account for a significant portion
of the year-on-year decline in statutory PBT) and the
non-repeat of exceptional gains (primarily related to
the gain made on businesses acquired from JD Sports
Fashion plc).
Basic EPS of 86.8p, a decrease of 20.1p year-on-year.
Adjusted EPS
(2)
of 95.8p, an increase of 24.1p (33.6%)
due to increased underlying profitability, the impact
of share buy-backs and a lower effective tax rate.
Net assets have increased to £1,873.0m from £1,668.2m
at 30 April 2023, due to the profitability of the Group
offset by share buybacks.
Cash inflow from operating activities before working
capital movements of £834.6m, largely driven by strong
trading performance particularly in Sports Direct, down
4.7% year-on-year reflecting the non-repeat of the
£95.0m reversal of legal and regulatory provisions in
the prior year.
FRASERS GROUP PLC
ANNUAL REPORT 2024
24
REVIEW BY BUSINESS SEGMENT
UK Sports
This segment now includes the results of the Group’s
core sports retail store operations in the UK, plus
all the Group’s sports retail online business, other
UK-based sports retail and wholesale operations,
GAME UK stores and online operations, retail store
operations in Northern Ireland, Frasers Fitness, and
the Group’s central operating functions (including the
Shirebrook campus).
UK Sports accounts for 51.7% (FY23: 53.0%)
of the Group’s revenue.
52 weeks
ended
28 April 2024
53 weeks
ended
30 April 2023
(1)
Pro forma
52 weeks ended
April 2023
(£’m)
(£’m)
(£’m)
Revenue
2,860.8
2,959.1
2,903.3
Cost of Sales
(1,558.5)
(1,685.7)
(1,653.9)
Gross Profit
1,302.3
1,273.4
1,249.4
Gross Margin %
45.5
43.0
43.0
Trading result
468.4
454.7
446.1
Operating
profit
353.1
328.3
322.1
Store numbers
797
812
(1)
Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
Revenue decreased by 3.3% with Sports Direct largely
mitigating planned declines in GAME UK and Studio
Retail. Excluding the impact of the 53rd week from
prior year, revenue decreased by 1.5%.
Gross profit increased by £28.9m and gross margin
increased by +250 bps to 45.5% reflecting an
improved product mix at Sports Direct due to
strengthening brand relationships, as well as reduced
lower margin sales from GAME UK and Studio Retail.
This contributed to a £13.7m (3.0%) increase in the
segment’s profit from trading.
UK Sports’ operating profit result of £353.1m (FY23:
£328.3m) includes impairment reversals of £8.4m
(FY23: impairments of £25.1m), a result of the
strong trading performance, and future forecasts
outweighing our downside impairment assumptions,
and foreign exchange gains of £9.2m (FY23: £35.8m).
Store numbers decreased from 812 to 797 mainly
driven by the replacement of standalone GAME
stores with GAME concessions situated inside larger
Sports Direct stores.
Premium Lifestyle
This segment includes the results of the Group’s
premium and luxury retail businesses FLANNELS,
Cruise, Van Mildert, Jack Wills, House of Fraser,
Gieves and Hawkes, and Sofa.com along with the
related websites, the businesses acquired from JD
Sports in FY23, as well as the results from the I Saw
it First website and the Missguided website until the
disposal of the Missguided intellectual property in
October 2023.
Premium Lifestyle accounts for 21.7% (FY23: 21.8%) of
the Group’s revenue.
52 weeks
ended
28 April 2024
53 weeks
ended
30 April 2023
(1)
Pro forma
52 weeks ended
April 2023
(£’m)
(£’m)
(£’m)
Revenue
1,204.0
1,218.1
1,195.1
Cost of Sales
(773.2)
(741.0)
(727.0)
Gross Profit
430.8
477.1
468.1
Gross Margin %
35.8
39.2
39.2
Trading result
137.2
134.0
131.5
Operating
profit
98.6
91.0
89.3
Store numbers
181
221
(1)
Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
Revenue decreased by 1.2%, as the impact of
planned House of Fraser store closures and a softer
luxury market were partially offset by sales from the
businesses acquired from JD Sports Fashion plc in H2
of FY23. Excluding the impact of the 53rd week from
prior year, revenue increased by 0.7%.
Segment profit from trading was broadly flat at
£137.2m with the planned clearance of surplus
inventory from businesses acquired from JD Sports
Fashion plc and the impact of continuing closures of
legacy House of Fraser stores leading to a 340bps
reduction in gross margin to 35.8%. This was offset
by overheads savings arising from the closure of
House of Fraser stores and acquired businesses being
integrated into the Group.
FRASERS GROUP PLC
ANNUAL REPORT 2024
25
Premium Lifestyle’s operating profit result of £98.6m
(FY23: £91.0m) includes impairments of £2.5m (FY23:
impairments of £56.9m including £20.5m in respect of
writing down intangibles recognised on the acquisition
of Missguided and I Saw it First).
We have invested in a unique proposition in our
luxury business and are well positioned for the future.
Our long-term ambitions for this business remain
unchanged, although it is likely that progress will
remain subdued for the short to medium term in the
face of a softer market. However, we view this as an
opportunity for continued consolidation in order to
further strengthen our position.
Store numbers decreased from 221 to 181 as we
continued to rationalise the House of Frasers store
estate and close unprofitable stores in the businesses
acquired from JD Sports Fashion plc in H2 of FY23.
International Retail
This segment includes the results all of the Group’s
sports retail stores, management and operating
functions in Europe, Asia and the rest of the world,
including the Group’s European Distribution Centres
in Belgium and Austria, GAME Spain stores and
e-commerce offering, the Baltics & Asia e-commerce
offerings, the MySale business in Australia, the Group’s
US retail operations until they were disposed of in
2022, and all non-UK based wholesale and licensing
activities (relating to brands such as Everlast, Karrimor
and Slazenger).
International accounts for 23.3% (FY23: 22.3%)
of the Group’s revenue.
52 weeks
ended
28 April 2024
53 weeks
ended
30 April 2023
(1)
Pro forma
52 weeks ended
April 2023
(£’m)
(£’m)
(£’m)
Revenue
1,289.2
1,247.7
1,224.2
Cost of Sales
(782.4)
(746.2)
(732.1)
Gross Profit
506.8
501.5
492.1
Gross Margin %
39.3
40.2
40.2
Trading result
133.3
156.6
153.6
Operating
profit/(loss)
44.1
(11.3)
(11.1)
Store numbers
575
597
(1)
Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
Revenue increased by 3.3% due to growth from the
Sports Direct International business, as well as the
acquisition of the MySale business in Australia in mid
FY23. Excluding the impact of the 53rd week from
prior year, revenue increased by 5.3%.
Segment profit from trading decreased by £23.3m
(14.9%) year on year as gross profit growth (achieved
at a lower margin % due to GAME Spain (console
sales) and MySale) was more than offset by the
one-off costs associated with integrating acquired
businesses (such as Sportmaster in Denmark), and
inflation linked operating cost increases.
International’s operating profit result of £44.1m
(FY23: loss of £11.3m) includes impairments of £12.5m
(FY23: impairments of £133.8m, including £87.9m
in respect of intangible assets allocated to the
Everlast CGU) and foreign exchange gains of £0.3m
(FY23: losses of £4.7m).
We continue to explore opportunities for growth
having invested in our Indonesian joint venture and
expect to complete on the purchase of Netherlands
retailer, Twinsport post year-end.
Store numbers decreased from 597 to 575 as we
continued to evaluate our stores at lease expiries
and breaks, to rationalise the store international
store portfolio.
FRASERS GROUP PLC
ANNUAL REPORT 2024
26
Property
This segment includes the results from the Group’s
freehold property owning and long leasehold holding
property companies that generate third party rental
and other property related income (e.g., car parking,
conference and events income). The results of the
Coventry Arena are reported in this segment.
Property accounts for 1.3% (FY23: 0.6%)
of the Group’s revenue.
52 weeks
ended
28 April 2024
53 weeks
ended
30 April 2023
(1)
Pro forma
52 weeks ended
April 2023
(£’m)
(£’m)
(£’m)
Revenue
72.7
36.1
35.4
Cost of Sales
(7.8)
(2.6)
(2.6)
Gross Profit
64.9
33.5
32.8
Gross Margin %
89.3
92.8
92.7
Trading result
39.1
97.3
95.5
Operating
profit/(loss)
(31.3)
37.4
36.7
(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 by 101.4%, largely due to the
annualisation of the prior year acquisitions of Luton,
Dundee and Coventry Arena, as well as the impact
of current year acquisitions such as the Castleford
retail park.
Segment profit from trading declined by £58.2m, with
the equivalent result in FY23 including a £95.4m gain
on disposal of properties.
Property’s operating loss of £31.3m (FY23: profit of
£37.4m) includes a net impairment charge of £14.8m
(FY23: impairments of £23.9m), fair value gains on
investment property £11.5m (FY23: fair value loss of
£6.5m) and depreciation of £60.2m (FY23: £36.0m).
Property investment remains a key focus for the
Group, unlocking occupational demand for our retail
business whilst delivering strong property returns that
can be recycled at the appropriate time.
FRASERS GROUP PLC
ANNUAL REPORT 2024
27
Financial Services
This segment includes the results of Frasers Group
Financial Services. This includes interest charged
on amounts advanced to consumer credit
customers, along with the associated impairment
and operating costs.
Financial Services accounts for 2.0% (FY23: 2.2%)
of the Group’s revenue.
52 weeks
ended
28 April 2024
53 weeks
ended
30 April 2023
(1)
Pro forma
52 weeks ended
April 2023
(£’m)
(£’m)
(£’m)
Revenue
111.0
125.0
122.6
Impairment
losses on credit
receivables
(20.6)
(15.5)
(15.2)
Gross Profit
90.4
109.5
107.4
Gross Margin %
81.4
87.6
87.6
Trading result
57.6
65.8
64.6
Operating profit
56.1
89.9
88.2
(1)
Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
Our focus is to prioritise the growth of our new Frasers
Plus credit offering and reduce the Studio Retail
book. As a result of this, and the planned reduction in
sales as Studio Retail was integrated into the Group’s
warehouse and ecommerce infrastructure, revenue
decreased 11.2%.
Segment profit from trading decreased £8.2m (12.5%)
year-on-year with the impairment charge returning to
normalised levels (following a release of impairment
provision in the prior year as a result of the
cost-of-living crisis being less severe than anticipated)
and an increase in overhead costs arising from the
implementation of Frasers Plus.
We see a great deal of potential for Frasers Plus
as a new revenue stream and a key pillar of our
compelling brand ecosystem. We are excited to grow
our new Financial Services division with a long-term
ambition of £1bn+ in sales, £600m in balances
delivering a greater than 15% yield with over 2 million
active Frasers Plus customers – this is excluding any
third-party partnerships.
Post year-end, we agreed a strategic partnership
with THG plc (“THG”). The partnership includes the
integration of Frasers Plus into THG’s Ingenuity
platform, benefiting customers across THG’s retail
sites. This marks the first Frasers Plus partnership
with an external partner.
Discontinued operation
52 weeks ended
28 April 2024
53 weeks ended
30 April 2023
(1)
(£’m)
(£’m)
Result from discontinued
operation (net of tax)
(12.5)
26.3
(1)
Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
On 20 December 2023, the Group acquired the
Matches business (“Matches”) from MF Intermediate
Limited, by way of the purchase of 100% of the shares
of a group of 6 companies (of which MatchesFashion
Limited was the main trading subsidiary) and the
acquisition of the senior and junior debt owed by those
companies. The consideration payable was £51.9m.
Following the acquisition, the Group provided
significant funding to Matches but the business
continued to generate material trading losses. As
a result of this, management concluded that the
funding requirements of the business would be far
in excess of amounts that the Group considers to
be viable and on 8 March 2024 administrators were
appointed. Since the Group lost control of Matches
upon the administrators’ appointment, its net assets
(including the associated goodwill) were derecognised
and the loans due to the Group from Matches
were recognised at this point, net of a provision for
expected credit loss.
The £12.5m loss from discontinued operation reflects
a trading loss of £8.4m for the period during which
Matches was a subsidiary of the Group and £4.1m
loss on disposal, reflecting the difference between
the carrying value of the net assets at the point the
Group ceased to control Matches and the recoveries
expected from the administration.
In the period between the administrators’
appointment and 28 April 2024, the Group purchased
the brand names and intellectual property of Matches
for £20.0m, with the consideration payable being
treated as a reduction in the amounts owed to the
Group by Matches.
In the prior period, 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 £26.3m profit from
discontinued operation reflects a break even trading
performance (after tax) for the period during which
these businesses were subsidiaries of the Group and a
£26.3m gain on disposal.
FRASERS GROUP PLC
ANNUAL REPORT 2024
28
FINANCIAL REVIEW
The consolidated financial statements for the
52 weeks ended 28 April 2024 are presented
in accordance with UK-adopted International
Accounting Standards (UK IAS).
Summary of Results
52 weeks
ended
28 April 2024
53 weeks
ended
30 April 2023
(1)
Revenue
£5,537.7m
£5,586.0m
Reported profit before tax
£507.0m
£638.0m
Adjusted PBT
(2)
£544.8m
£481.8m
Reported basic EPS
86.8p
106.9p
Adjusted basic EPS
(2)
95.8p
71.7p
(1)
Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
(2)
This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP
measure in note 4 to the consolidated financial statements. Adjusted EPS is discussed
in note 15 to the consolidated financial statements.
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 28 April 2024 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
(“IFRS 9”),
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
Expected
use
Currency
value
Timing
Rates
USD / GBP
USD
inventory
purchases
USD 275m
FY25
1.31
EUR / GBP
Euro sales
EUR 456m
FY25-FY26
0.98-1.08
The Group also uses currency options, swaps and
spots for more flexibility against cash flows that are
less than highly probable and therefore do not qualify
for hedge accounting under IFRS 9. 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 240m
FY25
1.26 - 1.31
USD / EUR
USD
inventory
purchases
USD 95m
FY25
1.04 - 1.31
EUR / GBP
Euro sales
EUR 1,056m
FY25 – FY27
0.98 - 1.15
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 2024
29
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
28 April 2024
52 weeks ended
30 April 2023
(1)
Pence Per Share
Pence Per Share
Reported EPS (Basic)
86.8p
106.9p
Adjusted EPS (Basic)
(2)
95.8p
71.7p
Weighted average number of
shares (actual)
438,504,703
459,911,330
(1)
Restated to reflect the Group’s revised segmental reporting, the reclassification
of rental income and the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details.
(2)
This is an Alternative Performance Measure. Adjusted EPS is discussed in note 15 to
the consolidated financial statements.
Basic EPS of 86.8p, a decrease of 20.1p year-on-year.
Adjusted EPS (2) of 95.8p, an increase of 24.1p (33.6%)
due to increased underlying profitability, the impact of
share buy-backs and a lower effective tax rate.
Dividends & Share Buybacks
The Board has decided not to pay a final dividend
in relation to FY24 (FY23: £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.
The Group’s 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.
Share buy-backs totalled £126.4m (FY23: £155.3m).
Capital Expenditure
During the period, gross capital expenditure
(excluding IFRS 16) amounted to £267.2m (FY23:
£468.4m – this figure was inflated as a result of the
sale and leaseback transaction entered into in the
prior year).
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.
On initial application of IFRS 9 the Group made the
irrevocable election to account for long term financial
assets (i.e., strategic investments) 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.
The fair values of the contracts for difference
and options are recognised in Derivative Financial
Assets or Liabilities on the Group’s 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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
30
Related Parties
Details regarding related parties are disclosed in
note 34.
Relationship Between Frasers Group plc
and Mike Ashley
Mike Ashley opened his first sports shop in 1982 and
built the Frasers Group into a multi-billion-pound
retailer over the next forty years. The Group was
initially floated on the London Stock Exchange in
2007 and following continued growth Mike stepped
down as CEO in 2022. He also stepped down from
the Board of Directors in 2022 and has no day-to-day
involvement or responsibility for the strategic direction
of the Group or any Board matters.
However, given his extensive involvement in
leading the business for over forty years, the
Board has an agreement with Mr Ashley, through
his own company MASH Holdings Limited, which
provides for management to seek his expertise in
discrete areas where he has specific knowledge,
for example in warehousing, logistics or strategic
relationships with the supply chain. He does not
receive any remuneration for providing this advice to
management and has no decision-making powers.
Taxation
Total tax contribution
The effective tax rate on profit before tax in FY24
was 21.8% (FY23 restated: 24.0%). The Group has
contributed approximately £500m (FY23: £469m) in
taxes paid and collected during the year. Taxes paid
by the Group of approximately £220m (FY23: £204m)
are primarily business rates, corporation tax and
employer’s national insurance contributions. Taxes
collected by the Group of approximately £280m
(FY23: £265m) are primarily net VAT, PAYE
and employee’s national insurance contributions.
The Group’s Tax Strategy is published at:
https://frasers-cms.netlify.app//assets//files/financials/
fy24-tax-strategy.pdf
Taxes paid by country
The Group generates 92.6% of its profits in companies
that are resident in the UK and pays 88.3% of its
corporation tax liabilities to HMRC in the UK.
Plastic Packaging Taxes
During FY24 the Group has paid approx. £0.1m in
respect of the new UK Plastics Packaging Tax.
Cash Flow and Net Debt
Net debt (note 27) increased by £30.8m from £416.8m
at 30 April 2023 to £447.6m at 28 April 2024. Net
debt includes £126.8m of borrowings relating to the
Frasers Group Financial Services Limited securitisation
facility (30 April 2023: £161.6m). Net interest on bank
loans and overdrafts increased to £51.4m in the year
(FY23: £37.2m) largely due to increased interest rates
and increased usage of the Revolving Credit Facility
(“RCF”) in the period.
Analysis of Net Debt:
28 April 2024
30 April 2023
Cash and cash equivalents
£358.6m
£332.9m
Borrowings
(£806.2m)
(£749.7m)
Net debt
(£447.6m)
(£416.8m)
Securitisation (disclosed within
borrowings)
(£126.8m)
(£161.6m)
Net debt excluding securitisation
(£320.8m)
(£255.2m)
The Group enacted the second one-year extension
to its Group facility and currently has access to a
combined term loan and RCF with total commitments
of £1,432.5m until November 2025. This reduces to
£1,372.5m from December 2025 until maturity in
November 2026.
The Group continues to operate comfortably
within its banking facilities and covenants and
the Board remains comfortable with the Group’s
available headroom.
FRASERS GROUP PLC
ANNUAL REPORT 2024
31
Summary of Cash Flow
28 April 2024
30 April 2023
(1)
Operating cash inflow before
changes in working capital
£834.6m
£875.6m
(Increase)/decrease in receivables
(£47.4m)
£95.8m
Decrease/(increase) in inventories
£114.1m
(£71.6m)
Decrease in payables
(£42.6m)
(£132.4m)
Decrease in provisions
(£47.5m)
(£132.5m)
Cash inflows from operating
activities
£811.2m
£634.9m
Income taxes paid
(£129.0m)
(£93.2m)
Net cash inflows from operating
activities
£682.2m
£541.7m
Lease payments
(£162.8m)
(£140.7m)
Net finance costs paid
(£35.6m)
(£30.4m)
Net capital expenditure (including
sale & leasebacks)
(£211.3m)
(£214.5m)
Net proceeds from acquisition
and disposal of subsidiary
undertakings
(£35.9m)
£18.5m
Purchase of listed investments, net
of disposal proceeds
(£249.3m)
(£70.9m)
Proceeds in relation to equity
derivatives
£58.0m
£66.2m
Decrease in deposits relating to
equity derivatives
£51.1m
£53.8m
Investment income
£2.3m
£3.0m
Exchange movement on cash
balances
(£3.1m)
£3.6m
Purchase of own shares
(£126.4m)
(£155.3m)
Dividends paid to non-controlling
interests
-
(£0.7m)
Movement in net debt
(£30.8m)
£74.3m
(1)
Restated to reflect the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details
Summary of Consolidated Balance Sheet
28 April 2024
30 April 2023
(1)
Property, plant & equipment
£962.6m
£1,132.0m
Investment properties
£350.5m
£160.0m
Long-term financial assets
£495.4m
£289.6m
Intangible assets
£42.2m
£24.1m
Inventories
£1,355.3m
£1,464.9m
Trade & other receivables
£674.9m
£720.1m
Trade & other payables
(£683.9m)
(£711.9m)
Provisions
(£259.0m)
(£306.5m)
Net debt (excluding securitisation
borrowings)
(£320.8m)
(£255.2m)
Securitisation borrowings
(£126.8m)
(£161.6m)
Lease liabilities
(£646.3m)
(£679.9m)
Other
£28.9m
(£7.4m)
Net assets
£1,873.0m
£1,668.2m
(1)
Restated to reflect the change in accounting policy regarding the valuation of
investment property. Please refer to note 1 of the consolidated financial statements
for details
The decrease within property, plant and equipment
from 30 April 2023 is largely due to net additions
offset by depreciation and the transfer of three
properties with a net book value of approximately
£79.4m to investment property following a change of
use in the period. The increase in investment property
reflects this transfer, acquisitions in the year (including
the Junction 32 retail park in Castleford, Yorkshire)
and fair value gains of £11.5m.
The year-on-year increase within intangible assets
primarily reflects the purchase of the Matches
intellectual property and brand names for £20m
offset by the amortisation of brands allocated to the
Everlast cash generating unit (“CGU”).
Long-term financial assets have increased since 30
April 2023 due to the business making significant
strategic investments including in AO World plc, ASOS
plc and Boohoo plc during the period.
Gross inventory has reduced by £138.2m (8.2%)
year-on-year. This reflects the increased the efficiency
of our warehouse and inventory handling processes
following the virtual completion of the automation
project, as well as the rationalisation of inventory from
the businesses acquired from JD sports fashion plc in
the second half of FY23.
FRASERS GROUP PLC
ANNUAL REPORT 2024
32
Trade and other receivables include £139.0m
relating to deposits in respect of derivative financial
instruments (30 April 2023: £190.1m) and the Frasers
Group Financial Services consumer credit receivables
portfolio with a carrying value of £206.2m (30 April
2023: £225.9m).
Trade and other payables have reduced by £28.0m
from £711.9m to £683.9m reflecting the timing of
supplier payments around the prior year end due to
the 53rd week.
Provisions have reduced by £47.5m from £306.5m
to £259.0m reflecting the utilisation and partial
release of property related provisions due to the
Group’s strong trading performance, combined with
the rationalisation of loss-making stores and future
forecasts outweighing our downside assumptions.
Included within other, the closing corporation tax
creditor at 28 April 2024 is approximately £94.4m
(FY23: £102.6m) and net deferred tax assets of
£82.1m (FY23: £66.4m) have been recognised.
Summary of Company Balance Sheet (Extract)
28 April 2024
30 April 2023
Investments
£1,712.5m
£1,440.4m
Debtors: amounts falling due
within one year
£235.7m
£365.3m
Creditors: amounts falling due
within one year
(£775.1m)
(£883.2m)
Investments relate to investments in subsidiaries and
long-term financial assets. The increase is largely due
to strategic investments acquired 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
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
33
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 57 to 64
Environmental policy
Climate related financial disclosures
TCFD REPORT – pages 57 to 64
Employees
ESG REPORT – pages 37 to 56
Staff Handbook Employee Data Privacy
Statement
Acceptable Use Policy
Community issues
ESG REPORT – pages 37 to 56
Social Matters*
ESG REPORT – pages 37 to 56
Human Rights
ESG REPORT – pages 37 to 56
Anti-Slavery and Human Trafficking Policy
Anti-Bribery & Corruption policy
ESG REPORT – pages 37 to 56
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 56.
FRASERS GROUP PLC
ANNUAL REPORT 2024
34
35
FRASERS GROUP PLC
ANNUAL REPORT 2024
WORKERS’ REPRESENTATIVE
REPORT
I have now been the Workers’ Representative
and Workforce Director for five years, a role that
I feel privileged to hold. As my tenure continues,
my relationship with both the Executive and
Non-Executive teams continues to strengthen and
my relationship with Frasers Group colleagues is
open and transparent.
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.
This past year, as with every year, my focuses remain
on colleague welfare, wellbeing initiatives and
ensuring that Frasers Group places its people at
the heart of all decision making. We have launched
‘Frasers Fit’ which aims to educate our colleagues
around the importance of being financially, mentally
and physically fit, an initiative which has proved
popular amongst our organisation.
I continue to facilitate regular retail focus groups
where colleagues are given opportunities to raise
potential concerns, ideas and viewpoints. Each focus
group is then followed up with meaningful change
implemented by our senior leaders.
Moreover, I am proud to have helped our Executive
team launch ‘Retail Reconnect’, an initiative whereby
our head office colleagues, including our Executive
team must spend two consecutive days working in our
retail space or our warehouse. This initiative further
highlights how committed we are to ensuring our
front-line colleagues have access to all levels of the
business and each head office colleague, regardless
of seniority gets first-hand experience to understand
how our retail and warehouse teams operate.
Furthermore, after the successful feedback from our
Employee Engagement Survey, we are committed to
conducting another survey this year to reinforce our
commitment of making Frasers Group a world class
place to work. Once the survey is complete, I will
then liaise with senior management to discuss areas
of improvement.
This year, in line with our remuneration strategy,
we are implementing pay reviews for my retail
colleagues ensuring that we remain competitive
and are supporting our people through the current
economic challenges.
Frasers Group continues to place its people at the
core of its business with recognition initiatives such
as our Fearless 1000 scheme, Frasers Champions and
we have proudly hosted our second Frasers Festival
to celebrate our top performers.
I continue to meet regularly with all key stakeholders
offering colleague insight into how we can
consistently elevate the welfare of everyone
at Frasers Group.
I am looking forward to the year ahead and working
alongside our Executive and Non-Executive teams.
Our recent additions to the Board highlight our
commitment to ensuring we have the best talent and
leadership in place to create the best environment
for our people to thrive in.
FRASERS GROUP PLC
ANNUAL REPORT 2024
36
ESG REPORT
SMALL CHANGES CAN MAKE
A BIG DIFFERENCE. BIG
CHANGES CAN RESHAPE
AN ENTIRE INDUSTRY.
Environmental, Social and Governance (ESG)
continues to be a core area of focus for Frasers Group.
We are committed to embracing and integrating
ESG; embedding it into the fabric of our operations.
It allows us to further reinforce our purpose and
vision: To elevate the lives of the many by building
the planet’s most admired and compelling brand
ecosystem.
It’s our commitment to understand and reduce our
environmental impact, to nurture social wellbeing,
and to incorporate robust governance through our
well-established structures and processes. We’re on a
mission to continue to elevate our retail offering, our
people, and the experiences we provide. Identifying
environmental and social challenges and building
strategies to future-proof against them is crucial to
our future.
Last year, we defined our Products, People and
Channels (PPC) framework, giving us a set of
measurable focuses where we can have the biggest
impact, guiding our priorities and initiatives for our
ESG commitment. This framework is key to our ESG
success and continues to build upon the progress we
have already made in several key areas.
We are shaping a future where Frasers Group cannot
only thrive financially but also contribute meaningfully
to the wellbeing of our planet and our people.
We are not just envisioning a more responsible
future, we are making it happen.
FY24 Progress at a Glance
PRODUCTS
Developed new systems and processes to
collect better product data.
Improved engagement with our supply chain
to learn about their processes and capabilities.
PEOPLE
Rolled out our Frasers fit app, and evolved our
Wellbeing initiatives.
Reinforced our commitment to providing
customers with access to the best brands
and experiences.
CHANNELS
Continued to further invest in energy efficiency
initiatives.
Implemented new methods and processes for
waste management and recycling.
FRASERS GROUP PLC
ANNUAL REPORT 2024
37
CHRIS WOOTTON – CFO AND
ESG EXECUTIVE SPONSOR
As we reflect on Frasers Group’s journey, we recognise
the progress the business has made to become a
powerhouse in the retail industry today. Driven by our
unwavering commitment to provide consumers with
access to the world’s best sports, premium, and luxury
brands, we’ve always believed in pushing boundaries
and challenging the status quo.
We understand the importance of embracing
sustainability, through Environmental, Social, and
Governance (ESG) principles, and our own Products,
People and Channels framework. Sustainability is a
fundamental responsibility that we must uphold for
our planet and communities, and making changes
that have a positive impact must become a major
part of our DNA.
At the heart of everything we do, we live and breathe
the Group’s values – ‘Think Without Limits’, ‘Own It’
and ‘Be Relevant’ – as we navigate our ESG journey.
We know the importance of thinking fast, taking
risks, and empowering our team to do the same, and
although we still have a way to go, this has helped
us make good progress in our ESG journey to date.
We’re committed to holding ourselves to the highest
standards, always.
Looking ahead, we see game-changing opportunities
to help drive positive change and shape a more
sustainable business model, for a better future.
Every pillar within our ESG framework – Products,
People, and Channels – plays a vital role in achieving
this, while also unlocking opportunities for growth,
innovation, and value creation for all stakeholders.
Driven by our Sustainability team, our progress within
these pillars will underscore our journey towards a
future where success is measured not only by our
financial improvement but also by our impact on
society and the planet. We are well-positioned to
define the next chapter of our journey, characterised
by purpose, resilience, and lasting impact, and
we couldn’t be more excited to embark on this
adventure together.
CHRIS WOOTTON
Chief Financial Officer
Governance of ESG and the Framework
Continuing with our established direction for our
ESG commitment, our PPC framework is central to
our ESG strategy. Developed by our sustainability
team, our consultants and our executive sponsor for
sustainability, CFO Chris Wootton, the team continue
to work with various stakeholders across the group,
establishing progression and how we can further
implement it into our group strategy.
The framework is simple, and can be easily
communicated throughout the group, to our partners
and other key stakeholders. Within the Products,
People and Channels pillars are three focus areas:
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.
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
68 to 69.
With the introduction of TCFD reporting, our Head of
Sustainability also heads up the Climate Risk Steering
Group which meets twice a year to manage current or
upcoming identified risks relating to climate.
In April 2024 we held our first ESG committee meeting,
with following meetings set to be held quarterly.
FRASERS GROUP PLC
ANNUAL REPORT 2024
38
CHIEF FINANCIAL OFFICER
COMPLIANCE & RISK GROUP
AUDIT COMMITTEE
ESG COMMITTEE
FRASERS GROUP PLC BOARD
SUSTAINABILITY DEPARTMENT
SUSTAINABILITY WORKING GROUPS
PEOPLE
RETAIL
PROPERTY
FINANCE
TRANSPORT
ENERGY & UTILITIES
PRODUCT DESIGN & SOURCING
WASTE & RECYCLING
COMMUNICATIONS
Our stakeholder engagement can be found on pages 90 to 91.
FRASERS GROUP PLC
ANNUAL REPORT 2024
39
Greenhouse Gas Emissions and
Energy Consumption
Reporting period
1 May 2023 to 30 April 2024
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 2024, which is aligned with
the financial year of Frasers Group.
FY23 figures have been restated following
the conclusion of the Group’s ISO 14064
Part 1 2018 mandatory audit in June 2024.
Emission factor
data source
DEFRA (BEIS) 2023 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
8% of the energy data (kWh) and
7% 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.
CO
2
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 CO
2
emissions and supporting
metrics are detailed in the following table:
Year
FY24
FY23
FY20
Baseline
Scope 1 CO
2
emissions (tonnes)
41,693
49,081
20,987
Scope 2 CO
2
emissions
(market based) (tonnes)
39,163
58,755
68,162
Scope 3 CO
2
emissions (tonnes)
15,457
15,436
7,550
Total Scope 1, 2 and 3
emissions (tonnes)
96,313
123,272
96,699
CO
2
emissions (tonnes)
/ £m turnover
17.4
22.1
24.4
CO
2
emissions vs turnover
Index (2020 = 100)
71.3
90.6
100
76.7% (FY23: 49.7%) 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
FY24
FY23
FY20
Baseline
Scope 1 consumption
(kWh)
193,722,629
241,298,000
101,337,897
Scope 2 consumption
(kWh)
273,131,263
314,001,683
276,618,984
Total Scope 1 and 2
consumptions
(kWh)
466,853,892
555,299,683
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)
170,287,792
217,309,425
80,667,717
Scope 2 consumption
(kWh)
189,959,148
232,519,354
195,475,533
Total Scope 1 and 2
consumptions
(kWh)
360,246,940
449,828,779
276,143,250
FRASERS GROUP PLC
ANNUAL REPORT 2024
40
OUR SUSTAINABILITY STRATEGY
We’re committed to keep evolving. Our sustainability
and PPC strategy allow us to make real progress.
This isn’t just about us; it’s about our partners and
everyone we work with. We want to be clear about
what we’re doing, so our strategy is straightforward,
measurable, and easy for everyone to understand.
It’s not just a checklist, it’s how we do business.
Our progress so far has set us up to achieve
key milestones over the next few years,
here’s an overview of what we’ve achieved
this year and how we’ve done it.
What we’re doing
PRODUCTS – RESOURCES
Raw Materials Sourcing
Sourcing raw materials with a lower impact as
part of our preferred materials strategy
Supply Chain Engagement
Understanding the capabilities and
facilities of our supply partners
PRODUCTS – PARTNERSHIPS
Textiles 2030 Membership
Helping us to transition to more
sustainable and circular practices
Better Cotton
Helping cotton communities survive and thrive,
while protecting and restoring the environment
Monster Kickabout
Encouraging more kids to take up football
PRODUCTS – CIRCULARITY
Rental
Encouraging circularity and providing customers the
option to wear luxury items at affordable prices
Packaging
Reducing and developing better
packaging for own brand product
End of Life Products
Utilising various channels to sell imperfect products
PEOPLE – COMMUNITIES
Investing in the High Street
Our commitment to physical retail
Charity Sponsorships
Giving back and getting involved in our communities
Supply Chain
Building strong relationships with our supply partners
PEOPLE – COLLEAGUES
Culture and Values
Clearly defining our purpose, vision and mission
Attraction, Retention & Development
Hiring top talent and encouraging growth
Wellbeing
Nurturing a healthier and happier workforce
PEOPLE – CUSTOMERS
Customers
Elevating the customer experience
Customer Services
Providing fast, efficient customer services
Elevated Store Experiences
Across Sport, Premium and Luxury
Frasers Plus
Offering flexible ways to pay
CHANNELS – DISTRIBUTION CHANNELS
Being Resource Smart
Reducing, optimising, and using
renewables where possible
Energy and Gas Reduction Strategies
Implementing upgrades and standardised processes
CHANNELS – OPERATIONS
Waste and Recycling
Minimising, reusing and repurposing waste.
Frasers Group x NCM
Repurposing or selling items which
are no longer of use
Automation
Streamlining our operations for maximum efficiency
CHANNELS – LOGISTICS
Transport Strategy
Investing in the future of our transport fleet
Container Delivery Efficiencies
Optimising space to ensure the
highest reasonable capacity
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PRODUCTS
Through our own-brand offering, we boast a
vast variety of product lines spanning fashion to
fitness, encompassing apparel, accessories, and
footwear. The Sports Direct brand portfolio includes
long-standing brands such as Lonsdale and Karrimor,
and elevated brands like USA PRO and Jack Wills,
which enrich the customer experience and offer
a wide choice on a diverse selection of goods.
In collaboration with supplier partners, we’ve
cultivated strong working relationships and devised
a product strategy dedicated to sourcing responsibly,
improving production methods, and ultimately
delivering better, elevated, and durable products
to our customers. Below, you’ll find our focus areas
and commitment highlights, detailing the progress
we’re making in achieving these objectives.
RESOURCES – OPTIMISING
OUR BEST ASSETS
What it Means
The raw materials, energy, and natural elements used
in our product manufacturing. This encompasses
our suppliers and factories, their capabilities and
processes. Our focus is on optimising resource use,
reducing waste, and adopting more sustainable
practices throughout our supply chain.
Why it Matters
Efficient resource management provides
cost effectiveness, operational resilience,
and brand reputation. Efficient resourcing
enhances product quality, promoting durability,
performance, and customer satisfaction.
Raw Materials Sourcing
Being smarter with resources means sourcing raw
materials with a lower impact. For our own-brand
product materials, we have continued with our
‘Preferred Materials’ strategy, understanding where our
materials come from, and the impact that they have.
We began further data collection methods as part of
our design, sourcing and buying processes, enabling
us to challenge the ways our products are made and
identifying areas where changes to those products
and their materials can be made more effectively. This
has been made possible through closer collaboration
with our supplier partners, who have been invaluable
through their engagement, providing us with data
on their capabilities and environmental impact.
By collaborating closely with our partners and
reviewing their capabilities, we’re committed to
achieving better traceability for the materials we
use. This includes our commitment to a future
without fur – making sure that our own brand
products are fur-free, as well as communicating
to our third-party brands that the Group will
no longer buy products containing real fur.
Within our own brand, Jack Wills, we’re moving
towards integrating recycled content into all of
our Jack Wills swimwear. Our core ranges of Jack
Wills sweats and jersey are transitioning to use
Better Cotton (in a Polyester/Cotton blend) and the
majority of Jack Wills outerwear and ski ranges
will soon feature materials such as SOFEELATE®,
REPREVE®, and THERMOLITE® filling.
Looking ahead, we will continue with our
Better Cotton integration and identify
opportunities within our product ranges which
could incorporate recycled synthetics.
Supply Chain Engagement
This year we have gained further understanding of the
capabilities and facilities in the factories of our supply
partners, so that we can understand where we can work
together to adjust processes or materials to reduce the
amount of resources we are relying on to produce our
products. This involved gathering information about
factory types and practices for all tier 1 factories.
In FY25, we will continue to prioritise building and
maintaining relationships with our supply chain.
Additionally, we aim to enhance the transparency
of our data collection processes to gain better
insights into our supply chain operations.
Elevation Effect
Our commitment to elevating product standards requires
the use of better materials which come at a higher cost.
Consequently, the volume of units produced, shipped,
transferred, and sold, naturally decreases each year,
without compromising our profitability as a business.
We acknowledge that with the potential
impact of our continued merger and acquisition
strategy, the overall number of units we
produce and sell may increase, however we
remain vigilant in aligning new acquisitions
with our operational and sourcing processes.
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PARTNERSHIPS – BUILDING
STRONG ALLIANCES
What it Means
Collaborations between businesses, services and
initiatives which combine resources and expertise
to achieve common goals are essential to achieving
progress. This can involve sharing knowledge, data,
learning, marketing, or even physical space.
Why it Matters
Partnerships unlock opportunities for growth
by leveraging each other’s strengths. They can
expand our reach, both globally and in our
communities, increase sales, improve efficiency, and
bring innovation to businesses and the customer
experience. 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.
This year we began our ‘Design for Recyclability’
journey across the group in partnership with
Textiles 2030. ‘Design for Recyclability’ refers to the
intentional design of products and packaging in a
way that maximises their potential for recycling at
the end of their lifecycle. It involves consideration
of material selection, product structure, and ease
of disassembly, to make sure that items can be
efficiently recycled and reused, therefore contributing
to a more sustainable and circular economy.
WRAP X LITAC – Durability Focus Group
Through our membership with Textiles 2030, we’ve
engaged in various events, with a notable highlight
being our collaboration with Wrap and the University
of Leeds LITAC (Leeds Institute of Textiles and Colour)
on durability initiatives. This project brings together
industry leaders to shape durability testing standards,
an essential step in enhancing product longevity.
As part of this initiative, Frasers Group is actively
participating in further rigorous durability testing on
selected products. By contributing data to Wrap’s
research, we aim to improve our understanding of
product performance and identify opportunities
to enhance durability, anticipating insights that
will inform strategies to elevate our products’
performance and extend their lifecycle.
Better Cotton
Having joined Better Cotton last year as one of the
first steps in our Preferred Materials and Sourcing
Strategy, Frasers Group has continued in membership
with the organisation. Better Cotton’s mission is to
support cotton communities whilst protecting and
restoring the environment through more sustainable
farming practices. By training farmers to cultivate
cotton more sustainably, Better Cotton promotes
environmental conservation and community wellbeing.
Monster Kickabout
In July 2022 we partnered with Nike for our Monster
Kickabout, a nationwide Primary School football
initiative designed to bring access to football for
all children, especially girls and those not currently
engaged, with free resources and football equipment
provided to help teachers host a week of football fun.
This is the third year MKA has run, and it was
this time extended to a five-week activation,
engaging 4,000 primary schools and just over
4,000 teachers, reaching over 838,000 students.
We provided 2,500 free football equipment packs
worth £410,000, alongside football tickets, player
visits to schools, events, and football shirts.
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CIRCULARITY – DRIVING
CIRCULAR SOLUTIONS
What it Means
Circularity is the concept of creating a continuous
loop where products and materials are reused,
recycled and repurposed. By moving away from the
traditional ‘take-make-dispose’ linear model, towards
a circular model where resources are kept in use
for as long as possible, we can minimise waste and
maximise the lifespan of products and materials.
Why it Matters
Circularity is fundamental to driving positive
change. Adopting circular practices not only
reduces environmental impact but also encourages
innovation, creating new economic opportunities,
and building resilience against resource scarcity.
Rental
This year, Flannels continued its innovative
partnership with rental platform HURR, expanding our
luxury rental offering. We curated a rental collection
featuring selections from our top luxury brand
partners. The collection, available for rental durations
ranging from 4 to 20 days, provides customers with
access to timeless classics and statement pieces alike.
To enhance accessibility, our rental stock is now
listed on HURR.com. Additionally, we launched
Flannelsrental.com, offering a seamless rental
experience to our customers. As part of our
commitment to customer engagement, we hosted
pop-up events in London and Liverpool, featuring
collections curated by celebrity stylist Leah
Abbot, and as part of our activewear event in
FlannelsX, showcasing Ski product for rental. As
part of our strategy, we aim to increase visibility
and familiarity of fashion rental in the retail market,
particularly in regional markets such as Liverpool.
Pre-loved
Within our Liverpool flagship Flannels and Glasgow
Cruise stores, we successfully launched concessions
for Sellier, renowned for its pre-loved luxury goods,
in November 2023. The remarkable success of
these locations has enabled us to expand to a third
concession within Belfast Flannels in June 2024.
Similarly, Kettle Kids, one of the UK’s leading luxury
watch resellers, made its Flannels concession
debut within Liverpool Flannels in December
2023. The fantastic response to this venture has
paved the way for the opportunity for a new
location within Glasgow Cruise in early FY25.
The success of both Sellier and Kettle Kids has been
a significant push towards more circular initiatives,
extending the lifecycle of these products and
reducing waste. It has been encouraging to see the
enthusiasm towards pre-loved items which, along with
our rental platform, offers customers more choice and
brand accessibility when purchasing luxury items.
Packaging
Over the past year, we have made adjustments
to packaging on a number of our own-brand
products, with a focus on reduction and reusability.
Focusing on the top performing lines which contribute
the most plastic waste, we looked at ways that we
could have the biggest impact through smaller
changes. This included the removal of plastic bags
from items such as umbrellas and footballs, previously
only used to cover the items whilst in transit.
Further to this, as well as packaging being
switched from plastic to card where possible,
packaging dimensions on certain items were
reduced, which has the added benefit of being
able to fit more within a cardboard box for
shipping, which has provided further benefits
in container optimisation and shipments.
Overall, through our focus on reducing or
eliminating single-use plastics in our own-brand
packaging, within FY25 we will have affected over
three million shipped units annually*. Looking
ahead, we will continue to work closely with our
supply partners to achieve further reductions in
materials used, as well as collecting better data
on the types of materials and options available to
allow us to make even more impactful decisions.
* Based on number of units predicted to be bought annually.
End of Life
Through our factory outlets, one in the UK and
one in Europe, we sell products which may have
unnecessarily gone to landfill. This includes
reasonably faulty products and customer returns.
Through our auctions channel, we sell ex-display
items, and items which may have accidental
damage during shipping or delivery. Within our
warehouse, items which may have been previously
discarded as waste are now repurposed or
repackaged and are sold through these channels.
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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 wellbeing, 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 – EMPOWERING
GROWTH EVERYWHERE
What it Means
Communities are all the areas we touch as part of our
operations, the areas which surround our stores, and
our online presence. It encompasses both local and
global interactions with people, businesses, charities
and organisations which form the social fabric of
these areas.
Why it Matters
Active engagement with local and global communities
means we have a responsibility to build trust, drive
economic growth and ensure the longevity of our
business. By investing in our communities, we can
improve our brand reputation, stimulate economic
development, and build lasting relationships.
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
impact on 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 repurpose.
The acquisition of the Junction 32 outlet in late 2023
was a significant step forwards in our commitment to
physical retail. We are looking forward to unlocking
the full potential of the site as we roll out the elevation
strategy, and the site is well located for future growth.
This acquisition expands Frasers’ presence across the
North of England, enabling us to continue providing
elevated retail experiences to regional consumers.
More recently, the Group has acquired Compton
House, a Grade II listed department store building on
Church Street, Liverpool. This is a significant property
in the heart of the retailing district in Liverpool which
will be extensively refurbished and brought back to
life as a flagship Sports Direct.
Further new store openings include the Group’s
60,000 sq. ft. Sports Direct in Cardiff, our fourth
flagship, which includes the unveiling of our new
outdoor concept, as well as the latest expression
of key brand partners’ activations and identity,
combined with new and updated customer
experiences such as ‘Pass Zone’.
Additionally, a new, elevated Sports Direct store was
opened in Reading, a significant upsize from the
previous town centre site. We remain dedicated to
investing in locations where we can elevate not only
our stores but also the local community, reinforcing
our commitment to the high street. Our goal is to
create true destinations for our consumers, which in
addition will uplift and enhance the surrounding area.
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Charity Sponsorships
Sports Slam Summer 2023 (Sports Direct x Youth
Sport Trust)
Sports Slam returned in June 2023 supported by
Nike, Puma, Adidas, Under Armour and Everlast. The
goal of the week-long event was to encourage young
people to get active for a minimum 60 minutes a day
with the tagline “Play for fun, play for 60”. Through
Sports Slam, we were able to register 3,284 schools,
reaching over 600,000 students. We also gave away
2,800 free sports equipment packs to schools worth
just under £950,000.
Sports Directory – Our Sports Directory subsidiary
has been a specialist supplier of sports equipment to
the education sector for over 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 107,000 vouchers to UK schools, which equates to
more than £6.3 million worth of free sports equipment.
For more information on Sports Directory visit:
www.sportsdirectory.com
At our Shirebrook and Sheffield sites, we have
supported local community initiatives through
various on-site activities. In 2023, we continued our
charity bike ride, cycling from Shirebrook to Krakow
to Bucharest and back to raise money for King’s Mill
Hospitals Children’s Ward.
We continued to support Rhubarb Farm, which offers
work placements and volunteering opportunities
to people facing long-term challenges. We also
supported the Freedom Project, providing a local food
hub and various support services. Our Warehouse
team assisted ‘The Brook’ in Shirebrook by renovating
a house for homeless females and donating furniture
from our Brand Max store. We ended the year with
our Christmas Giving campaign, donating presents to
local elderly residents, children’s hospital wards, and
food banks.
We have also continued our relationship with
the Shirebrook Rangers football team with kit
sponsorship, match day and end of season trophies
and medals alongside training and match day
footballs being provided for the team. Jarrod Smith
from the club said: “I tell everyone up and down the
country at away days that we have the best grass
root sponsor in the country, without Frasers Group’s
unending support we simply wouldn’t exist!”
Supply Chain
The Group utilises two leading supply chain partners
to procure much of its own-brand products.
Working together with our partners, we continue to
rationalise our factory base, enabling 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.
This year we worked with our leading footwear
supplier to share with them the results of our climate
scenario analysis as part of our reporting with the
TCFD initiative. We used the analysis to explore
the potential futures we could expect together and
discussed how we could work together to protect
our business from the effects of climate change and
continue our partnership for the long term.
We continue to map our supply chain, working
directly with our supply partners and their factories
to understand the capabilities and operations of
their facilities, which helps give us better visibility of
factories which align with our values and objectives.
This includes collaborating with factories who uphold
our standards, while also looking for opportunities
to support and guide those which may require
assistance in meeting these expectations. Our aim
is to encourage a mutually beneficial relationship
with all of our partners, promoting transparency,
responsibility, and continuous improvement.
COLLEAGUES – THE KEY TO
OUR SUCCESS
What it Means
Our colleagues are central to everything we do –
making the Group better and building a strong
working culture. Together, we collaborate to deliver
the fantastic results seen across Frasers Group,
always pushing forwards, and never slowing down.
Why it Matters
Our people are important to us because they not
only enable collaboration and opportunities to build
relationships, but they also bring diverse perspectives
and skills to the table. Additionally, our people
contribute to a sense of belonging and community
within the business, which can improve morale and
retention rates. By investing in the development
and wellbeing of our people, we can create a more
resilient and adaptable workforce, capable of tackling
challenges and driving innovation.
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Elevating Our People
The efforts of our people and our culture are
central not just to our ESG efforts, but our elevation
overall. This year, we introduced the ‘Retail
Reconnect’ initiative, which requires head office
staff to work in retail or warehouse roles for two
days each year, connecting the work of our central
teams to those working on the front line of our
business and our customers, by ensuring everyone
understands the current retailing environment.
Recognition initiatives such as the ‘Fearless 1000’
scheme and ‘Frasers Champions’ continue to
reinforce the Group’s commitment to connecting
high performance to increased rewards and
recognition. Our Frasers Festival ran again
in May 2024, recognising our top performers
from this year in true Frasers Group style.
Culture and Values
Fully aligned to our purpose, vision and mission, our
values have continued to underpin what we do and
make sure our behaviours are aligned to our culture:
OWN IT
THINK WITHOUT LIMITS
BE RELEVANT
All of our processes, tools and programmes
across recruitment, recognition, performance,
learning and leadership are aligned to our values
to make sure that they are completely ingrained
in what we do and how we operate. We have
continued to drive forward employee initiatives
and understanding across the business.
Our Strategic Mindsets provide guidance to all Frasers
Group colleagues on the focus and mindset that will
support both their own and the wider Group’s success.
This year, we have honed these to help our colleagues
easily understand them and apply them every day.
These are:
Simplify
– the work we do. Make it easy to
understand, scalable and can be delivered quickly.
Optimise
– how we operate to ensure that we are
focussing our time, people and resources on those
things that will make the biggest impact on our
performance and goals.
Minimise
– wasted time and resources on things that
are not focussed on our goals.
We have continued to level up our communication
across the business, sharing information and updates
with our teams across a variety of channels to make
our updates accessible and visible to as many of our
colleagues as possible. Our leadership team continue
to communicate with the business regularly via our
newsletters and through biannual webinars.
Attraction
In our ongoing efforts to build the best team on the
planet, we remain committed to attracting top talent
across all disciplines within our organisation. Our
ability to recruit and retain the best individuals is key
to our strategic objectives and overall success. Despite
the continued challenges of a competitive talent
market, our Employer Brand strength and resilient
performance in a challenging retail landscape have
seen several improvements across various recruitment
metrics. Most notably, we saw a significant reduction
in our time to hire for Head Office roles, reducing the
average number of days from first application to job
offer by 23%.
Our Retail attraction has proven to be a continued
strength, due to being able to recruit new and
exciting talent into our Retail teams quickly and
effectively. Our Christmas peak recruitment
period resulted in approximately 3,300 hires
being swiftly and seamlessly onboarded
and ready to support our customers.
Retention
Alongside hiring the best people, we aim to retain
their knowledge, skills and commitment within
the Group.
Retention of talent continues to be a key focus
and challenge in the ongoing uncertain economic
climate, therefore we are pleased to have again
broadly maintained an annual turnover rate of 31%
across our UK salaried workforce. For our Store
Manager population within Sports Direct, we are very
pleased that we were able to increase our stability
in this important group of colleagues, with retention
increasing to 91% (FY23: 88%). Our Assistant Manager
stability also increased to 87% (FY23: 82%) whilst our
Footwear Manager stability decreased to 85%
(FY23: 92%).
Development
We have continued to invest in the development of
our talent across the Group. Our focus has remained
on leadership development, retail & commercial
capability, whilst layering on enhanced digital content,
made accessible through an improved e-learning
platform, launched in FY24. We’ve also increased
activity in our Early Careers Graduate Programmes.
In its second year, our Frasers Group Leadership
Academy offering has grown, allowing us to equip
more of our managers with the skills and knowledge
to succeed. We’ve seen over 50% of all people
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managers across the Group engage with its content
or courses, as well as ready hundreds of aspirational
managers with the tools they need to take their first
step into leadership.
Our Retail Team Leader programmes saw another 64
participants graduate, underpinned by a Level 3 or
4 ILM qualification. We also kicked off a senior retail
designate programme which provides a framework
for our top store managers to get ready for their next
step into an area management role.
We also supported 36 talented individuals kick off
their Frasers Group careers across five different
programmes across our head office teams, more of
which is detailed below.
Diversity and Inclusion
Frasers Group continues to be marked by growth,
ambition, elevation, determination, and a global
community of diverse and talented people. We
embrace and celebrate uniqueness, valuing
each colleague’s contribution as the key to their
progress. By upholding our core values, we empower
individuality, promoting diversity and inclusion
across our sports, fashion, and lifestyle brands. As
we progress together, we recognise that our business
success relies on the success of our colleagues. Our
aim is to create an environment where everyone can
reach their full potential daily. For us, diversity and
inclusion mean becoming the Group our people aspire
to be part of.
We have zero tolerance for discrimination based on
gender identity, sexual orientation, race, nationality,
religion, age, disability, or any other grounds.
Our Management Without Limits programme includes
a module focused on promoting diversity within our
workforce. This module educates our managers on
the significance and advantages of diversity and
inclusion, as well as concepts like conscious and
unconscious bias.
We endeavour to meet our responsibilities to train
and employ disabled individuals, ensuring fair and
thorough consideration of their applications for all
vacancies, and assessing them 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 create an
environment which enables them to be effective and
fully included within all of our workplaces.
The table below shows the gender diversity of our
workforce at the period end. This year we increased
the number of Directors in our business with new
appointments to the Board and with this, we
increased the percentage of female Directors in the
business to 33% (FY23: 29%). This year, we have
introduced a new reporting category to help us better
illustrate our management population. For FY24, 32%
of our Senior Managers and 36% of our Manager
population were female with other employees being
53% female (FY23: 54%). We continue to 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
33%
67%
Senior Managers
32%
68%
Managers
36%
64%
Other employees
53%
47%
UNDERSTANDING THE
GENDER PAY GAP
Our UK Gender Pay Gap Report 2023 provides an
overall business summary for all UK employees and
engaged workers in the Frasers Group, including the
eleven entities within the Group which employ more
than 250 people. Frasers Group had a Gender Pay
Gap of 3% in 2023, compared to 2.6% in 2022. This
marginal change reflects the increasing proportion
of female colleagues operating in hourly paid
roles across the Group year on year, and remains
significantly below the UK average of 9.1%.
Frasers Group places a significant emphasis on
equality and fairness when it comes to earnings
across the Group. 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 a lifelong champion
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 again greater than the
proportion of males, and the median bonus gap also
reduced again, year on year.
We recognise there is a difference in total earnings
between female and male employees. Frasers Group
continues 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.
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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. To
align the work of our teams with our overall Group
goals and objectives has been a priority in FY24.
To that end, we introduced a new objective setting
process called OKRs (Objectives and Key Results) to
align each function’s focus for the year. This process
then feeds our annual individual performance and
development review process, the Fearless Focus
Review. This cascade of objectives and priorities
ensures our performance, and the development of
our people are all aligned to the success of Frasers
Group. Development 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.
To complement the Fearless Focus Review process,
we have also this year further embedded a regular
cycle of talent reviews. This process enables us to
focus leaders and managers across the business on
driving performance and retaining key talent, which
through FY24, we were successful in retaining 87%
of our highest rated colleagues.
Our flagship recruitment Elevation Programmes
have continued to thrive, seeing us welcoming
another 10 high-potential colleagues into the
Commercial programme in September 2024. This
year, our commitment to our 2023 cohort has been
evident through investments in technical upskilling
and training. Through a highly structured and
blended development programme, we’ve witnessed
a remarkable improvement in time to competence,
increasing confidence among participants and
allowing for more focused skill development to
realise their full potential.
Our expansion of the Elevation programme in FY24
has been instrumental in future-proofing our digital
capabilities through three new functions – Analytics,
Digital Marketing, and E-commerce Trading, and we
paved the way for the first intakes to commence in
September 2023. Joining the Group in September
2024 are 6 colleagues in Analytics, 4 in Digital
Marketing, and 4 in E-commerce Trading within these
new Elevation programme functions.
This strategic move underscores our commitment
to boosting our digital functions with access to
high-potential talent, aligning with our future-focused
approach in these critical areas.
We are delighted to have achieved a retention
rate of 89% from our Class of 2023 intake.
Remuneration and Reward
We continue to 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, and we have this year
simplified our retail pay structures to have two rates
of pay for under 21s and 21 years and over. This
change will enable us to continue to attract and retain
young workers across our business whilst also being
competitive for colleagues over 21. These changes,
along with our bonus and commissions schemes,
which paid out in excess of £23m in FY24, contribute
to our ambition to build the best team on the planet.
Casual Workers
We continue to 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
Frasers Group is pleased to report the continued
positive evolution of our Health, Safety, and
Welfare management programme, which supports
our business growth and elevation. We remain
committed to improving general measures, raising
knowledge and awareness, and enabling continuous
improvement plans to advance.
Over the past 12 months, our Health & Safety
teams have supported our distribution, office, and
warehousing operations together with our retail team,
to streamline training, update and simplify policies,
and enhance operational procedures and controls.
The addition of resources within Frasers Group Health
& Safety team has had a positive impact, promoting
a consistent approach and facilitating the sharing
of training and information. This has been particularly
focused on the EU/Ireland, and in specific areas such
as automation and warehouse safety.
Regular update meetings with the Local Authority
(North East Derbyshire and Bolsover District Council)
resumed in December 2023. During these meetings,
we presented our key Health & Safety initiatives for
Shirebrook and other Frasers Group training and
activities, which were well received. Further meetings
are scheduled for FY25.
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We have implemented several measures to strengthen
our Health, Safety, and Welfare Management
programme, focusing on identifying and sharing good
practices across the business and, where appropriate,
harmonising policies and procedures. Specific
initiatives include:
Strengthening our Health and Safety Team
We have reorganised our team to provide better
support across all areas, including Warehouses,
Retail, and European operations. This includes
new appointments and additional training to
boost our team’s expertise.
Innovative Facilities Management Programme
We have developed and integrated a bespoke
online Facilities Management system (ARMS).
This system includes digital Accident and Incident
reporting, which enhances our ability to analyse
data, learn from incidents, and prevent
future accidents.
Enhanced Collaboration and Training
To improve alignment and awareness, we have
strengthened collaboration between our Health
and Safety and retail teams. Additionally, we have
implemented eLearning solutions for induction
and refresher training for our retail staff. Our
regional H&S team has completed specialist
training, incorporating the NEBOSH General
Certificate in Health, Safety and Welfare, and
Level 3 Fire Risk Assessment. We continue to
register and align with professional bodies such
as the Institute of Fire Engineers.
Fire Risk Assessment Upgrades
We have
simplified and revised our Fire Risk Assessment
programme, including the introduction of digital
remote reviews where applicable, to ensure more
efficient and effective assessments.
Investment in Digital Drug Testing
We have
invested in digital drug testing equipment which
is already in place within some of our facilities.
These portable units improve efficiency, accuracy,
and hygiene, and can be used across other
Frasers Group locations.
Development of a Health and Safety App
We are designing a Health and Safety app for
digital safety checks in our Retail, Leisure, and
Warehouse facilities. This app will enhance our
audit capabilities, reporting, and monitoring of
safety standards.
We continue to positively engage with the fire service
and local authority enforcement representatives, with
Zero Enforcement interventions or prosecutions within
the past 12 months.
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 12 incidents were reported
in FY24, including 2 from retail stores and 7 from
remote warehouses (Sheffield, Studio, Heatons and
GAME). This is a slight increase from the 11 incidents
reported in FY23.
The accident rate for the distribution, office and
store workforce was 3.7 accidents per 100,000
hours worked in FY23, increasing slightly to 4.1 on
a rolling 12-month basis for FY24. The addition of
recent acquisitions into our reporting structure are
contributory factors to this increase. Our improved
reporting software and communications has
increased reporting awareness, assisting in identifying
trends and targeting responses.
In FY23 the number of accidents to the public as a
rate per £10m of store turnover, using a 12-month
rolling average rate was 6.2. Reducing to 5.3 over the
last 12 months for FY24.
During FY25, we will drive our continuous
improvement programme to further enhance and
sustain effective management of Health, Safety and
Welfare across Frasers Group. We have set proactive
Key Performance Indicators and Objectives for
the year ahead, including further standardisation,
simplifying and digitising of our processes.
Wellbeing
Frasers Fit – a comprehensive wellbeing initiative
launched in FY24, is our commitment to nurturing
a healthier and happier workforce. This three-pillar
initiative focuses on physical, mental, and financial
wellbeing, offering something for everyone.
Physical Wellbeing
Led by our Everlast Gyms
Team – the physical pillar offers a range of
accessible workouts and resources, catering to both
fitness enthusiasts and those starting their journey.
Every colleague who works for Frasers Group has
access to an industry leading fitness and nutrition
platform, via the Frasers Fit app, enabling them to
track their progress, take part in fun competitions
and ultimately improve their overall health.
Mental Wellbeing and Financial Wellbeing
Curated content from our partners at the Retail
Trust provides valuable information and support
for mental and financial wellbeing. They provide
expertise and resources, for all our colleagues and
their families, offering guidance and assistance
across a wide range of wellbeing initiatives.
The number of colleagues using the Retail Trust
services has pleasingly increased since launching
the Frasers Fit programme.
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Keeping Our People Informed and Engaged
We understand the importance of clear
communication. Frequent communications
highlight different aspects of Frasers Fit, with
dedicated monthly themes. For example, January’s
focus was multi-pillar, emphasising both physical
and mental fitness, with Retail Trust’s “Ten days to
feel better” campaign.
We utilise a multi-channel approach to reach
everyone across the business, including email,
Microsoft Teams, the Frasers Hub (our head
office intranet).
Building a Supportive Culture
Colleague support is at the core of Frasers Fit.
We saw a remarkable 50% email engagement
rate within just two weeks of launch, demonstrating
the program’s positive reception. Special efforts
were made within our warehouse space to roll out
communications, giving all of our people the visibility
to be able to join up.
Human Rights and Modern Slavery
We are dedicated to upholding and respecting
equal treatment for all individuals. We acknowledge
that modern slavery remains a significant issue for
organisations, particularly those in the consumer
goods sector, and we remain committed to addressing
this risk. Ultimately, we strive to ensure that no slavery
and human trafficking takes place within our business
and supply chain. To this end, we have implemented
policies designed to identify and mitigate these
risks proactively. These policies aim to send a clear
message that we do not tolerate these practices.
We offer a variety of resources, including videos and
literature, to educate our colleagues about their rights.
We also provide several communication channels,
such as an internal telephone hotline and on-site
comment boxes for reporting feedback or concerns.
Anyone making a report can remain anonymous if
they choose. Additionally, we continuously review
and develop our colleague training programmes,
monitoring processes, and outcome evaluations, and
collaborate with employment agencies and relevant
bodies, including the Gangmasters and Labour
Abuse Authority and the police, to support our
training efforts.
If we discover or suspect that any organisations or
individuals are involved in modern slavery, we will
take immediate action. We have a policy of reporting
any suspicious activities to the police, who have
historically assisted in securing successful convictions.
Our s54 Modern Slavery Act statement is available on
our website www.frasers.group.
CUSTOMERS – CREATING
MEMORABLE EXPERIENCES
What it Means
Customers play a central role in the success of any
retail enterprise, as their purchasing decisions directly
impact revenue and profitability.
Why it Matters
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. Our customers are vital to the sustainability
and growth of our business. Their satisfaction and
loyalty are key to repeat business and positive word-of
mouth, which can significantly impact revenue and
brand reputation. Understanding and meeting the
needs and expectations of customers is essential for
building strong relationships and customer loyalty.
Additionally, happy and loyal customers are more likely
to provide valuable feedback, enabling businesses to
improve their products, services, and overall customer
experience, which drives continued success and
competitiveness in the market, and helps us to delight
customers every time.
Customers
Providing world class Customer Service support
and customer experiences which are accessible to
everyone, are core parts of delivering the best and
most compelling brands and experiences on
the planet.
Sport
The latter part of FY24 saw HYROX naming Sports
Direct as the official title partner. HYROX shares
Frasers Group’s ambition to make sports accessible
- designed to test your limits while being extremely
fun and rewarding. It’s a sporting event which anyone
can compete in and is a great opportunity to connect
with our Sports Direct community, both professional
athletes and everyday fitness enthusiasts alike.
Our new Outdoor Concept launched in Cardiff and
Oxford Street – featuring a best-in-class consumer
concept with a terrain tester, weighted bags, and
a lacing and packing guide, enabling customers to
discover and test outdoor footwear and equipment.
Additionally, this concept launches new brands such
as The North Face, Columbia, and Osprey for the first
time in Sports Direct. This greatly enhances consumer
connectivity, and product information creates an
environment that suits beginners, all the way up to
outdoor experts.
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Luxury and Premium
In FY24, we have continued to enhance our Luxury
and Premium offerings to create an unmatched
shopping experience for our customers:
Flannels became the exclusive European home for
the Beyoncé x The Renaissance Flagship, unveiled
to coincide with the release of ‘Renaissance:
A Film by Beyoncé’. This retail concept and
exhibition, along with exclusive merchandise,
presented a never-before-seen celebration of
music icon Beyoncé, turning the Renaissance
World Tour into a full-throttle experience.
The launch of Flannels Rental, available online
and through pop-up stores in London and
Liverpool, has revolutionised how our customers
engage with luxury fashion. By offering rental
options, we provide a flexible and sustainable way
for customers to enjoy premium fashion without
the commitment of ownership.
Our continued expansion in Ireland, highlighted
by the opening of the Cork Flannels store in
September 2023, ensures that more customers
can experience our unique blend of luxury retail.
This expansion allows us to better serve the
Irish market with an unparalleled selection of
high-end brands.
Sellier concessions in both Liverpool Flannels
and Glasgow Cruise, the success of which has
led to a third concession in Belfast Flannels, have
given our customers a new way to buy luxury
pre-loved items. Additionally, the launch of our
Kettle Kids concession, one of the UK’s leading
luxury watch resellers, found similar success in our
Liverpool flagship store in December 2023, with
a subsequent expansion to Glasgow as a result.
Both initiatives give customers the opportunity
to own high-end luxury goods, at more
accessible prices.
Our physical Luxury and Premium expansion
continues with the opening of a new Frasers store
in Meadowhall in September 2024. This expansion
aligns with our goal of bringing premium retail
experiences to more locations, ensuring that our
customers can access the best in luxury fashion
and lifestyle products.
These strategic initiatives reflect our dedication
to innovation, sustainability, and exceptional
customer service. We remain committed to
enhancing the shopping experience for our
customers, providing them with multi-channel
access to the best Luxury and Premium products
and services.
Digital Developments
In the last year we have focused on building the
foundations for an elevated omni-channel shopping
experience. We’ve started with technology, and
the European launch of our new MACH-based
e-commerce platform will give us localised customer
experiences and will facilitate faster speed to market
to react to our customer’s ever-changing needs.
We also understand our customers more than ever,
launching a fully integrated CDP, and making a
strategic investment into data activation platform
XCM, to power our future customer-centric strategies.
Customer Services
Investment in our Customer Service Operation
continues with focus on ensuring we have the right
people at the right time to help our customers.
We have increased our available contact channels,
providing more real time support via live chat
and telephony support whilst providing enhanced
self-serve capability in our help centres. Our focus
remains on responding to, and resolving customer
enquiries as quickly as we can through improvements
in our supporting processes.
Frasers Plus
The integration of Frasers Plus has significantly
enhanced the customer experience across the Group
collective. Customers benefit from increased flexibility
and control over their payments, with options to
pay in three interest-free instalments or adjust their
repayment periods. This flexibility, combined with full
transparency on interest rates for extended periods,
ensures a seamless and customer-friendly payment
experience both online and in-store. In addition to
this, the Frasers Plus app allows customers to manage
their accounts easily, provides instant access to live
chat support, and the ability to earn points and
gain rewards.
In FY25, we are excited to expand Frasers Plus to
include Evans Cycles and Jack Wills, in addition to
our existing fascias. Soon, Frasers Plus members will
also be able to enjoy exclusive in-store pricing, similar
to the discounts currently available online.
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CHANNELS
As the third part of our framework, ‘Channels’
encompass various strategies aimed at optimising
energy usage, reducing waste, and enhancing
operational efficiency. This includes initiatives such as
upgrading to energy-efficient practices, integrating
renewable energy sources, implementing voltage
optimisation projects, and incentivising energy
conservation efforts. By focusing on distribution
channels, operations, and logistics, we aim to cut
costs, minimise environmental impact, and drive
ongoing enhancements across these areas.
DISTRIBUTION CHANNELS –
CRAFTING SMARTER
SOLUTIONS
What it Means
Upgrading to more efficient practices, integrating
renewable energy sources, and promoting overall
energy reductions are all part of our distribution
channel’s strategies and initiatives.
Why it Matters
Optimising energy usage across our channels is
crucial for cutting costs, minimising our environmental
footprint, and driving ongoing enhancements.
Implementing solutions like LED lighting slashes
energy usage and helps us to achieve our
environmental impact objectives. Trials for
voltage optimisation and incentive programmes
further enhance efficiency, leading to substantial
long-term reductions in electricity consumption.
Being Resource Smart
We’re being even more efficient about our energy
consumption across our distribution channels -
reducing and optimising by installing more efficient
appliances, trying to use renewable sources when
we can, and incentivising using less energy overall.
Further to this, our Store Development Projects teams
have created a standardised fit out template, to
ensure that the specification for new stores remains
consistent across the portfolio, and in line with the
overall retail strategy.
Energy Strategy
Our initiatives in setting out specifications for new
store fit outs, as well as upgrades and updates to
the existing portfolio, have resulted in a 10% energy
reduction for FY24 vs FY23, across like for like stores in
the UK and the Republic of Ireland. We managed to
achieve this by several measures, outlined below:
LEDs
Over the past few years, we’ve made significant
strides in upgrading old lighting to energy-efficient
LED systems. Currently 706 stores, warehouses and
offices operate on energy-efficient LED lighting.
A significant LED project for this financial year was to
carry out upgrades to our Shirebrook and Accrington
Warehouses, as well as the Coventry Building Society
Arena, all of which were completed as planned.
Voltage Optimisation Projects
Voltage optimisation controls the voltage delivered
to the store, which comes with a reduction of energy
consumption. Following the continued success of
our LED lighting initiative, we further pushed our
investment in voltage optimisation trials to aid in the
efficiency of our energy consumption. We successfully
implemented voltage optimisation projects across 25
UK sites in FY24. This will continue in FY25, where we
will continue to identify sites where we can find
a reduction.
Digital Meters
This year, we connected 76 sites in our European
portfolio to digital meters, giving us a better overview
of energy use in those sites.
Gas Reduction Strategy
We’re actively implementing a gas reduction strategy
across our stores and other sites within the Group.
Further to our energy standardisation efforts for new
store fit outs, the removal of gas as an energy source
is a requirement for new stores and select refitted
stores within our portfolio.
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Energy Source
We have continued our commitment towards
low-carbon energy usage through our zero-carbon
contract in England, Scotland and Wales, where the
majority of our operations are based, which we have
been a part of since October 2022. A zero-carbon
contract is an agreement to ensure that electricity
will be backed by a mix of renewable certificates and
nuclear energy. This is part of our efforts towards
lowering our carbon footprint, combating climate
change and transitioning to more sustainable practises.
OPERATIONS – STREAMLINING
WINNING STRATEGIES
What it Means
The way various processes are managed to keep
the business running smoothly all fall within our
‘Operations’ channel. This involves implementing
processes to minimise the creation of waste, efficiently
manage assets throughout their lifecycle, explore
opportunities for selling or repurposing assets, and
deep integration of automation technologies to
streamline operations further.
Why it Matters
Efficient operations in waste and recycling, asset
management and automation are critical for us to
be able to reduce costs, minimise our environmental
impact, optimise resource utilisation, and enhance
productivity. By effectively managing these areas,
we can boost profitability and stay competitive by
levering automation to increase operational efficiency
and responsiveness to customer demands.
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 commits to recycling as much waste
as possible and has continued with a strong emphasis
on reuse and repurposing. Over the past few years
we have put even more focus onto the waste and
recycling operations in our Shirebrook Distribution
Centre to identify and manage waste streams from
a variety of sources; minimising the volume of store
waste, as well as office and supplier waste.
This year, 87% of the waste that went through
our Shirebrook distribution centre was sent to our
recycling facility partners. This could not 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
dedicated waste and recycling team.
Building on last year’s successes, our hanger recycling
initiative which sorted and repackaged hangers
returned from stores has saved just over 1 million
hangers from disposal in FY24, keeping them in
circulation. Further to this, the overall hanger shape
varieties have reduced from 19+ types to a more
streamlined 12 varieties. We also implemented a
system to reuse our bicycle shipping boxes, identifying
boxes which are still structurally sound and sending
them to our Sheffield Warehouse for continued use.
From around 10,000 units shipped, roughly 1,000
boxes were repurposed.
We also identified new ways to promote reusability
and recyclability within our own processes. This
includes repurposing intact cardboard used for
storage which would previously have been discarded
after one use.
We still have a lot more to do to improve the
efficiency in our processes and the amount of waste
we produce to achieve the level of excellence we are
aspiring to, but through clear communication, we
believe we can do it, and we hope to share more in
the near future.
Frasers Group X NCM
We are committed to reducing our environmental
impact across all aspects of our operations. One
key aspect of this commitment is our partnership
with NCM, which plays a pivotal role in our
sustainability efforts by repurposing surplus
assets and minimising waste.
NCM acts as a crucial link in our sustainability chain,
taking charge of items that the Group no longer
requires due to closures, refits, upgrades, or other
reasons. Instead of sending these items to scrap or
landfill, NCM maximises their value on behalf of the
Group, ensuring that they find a new purpose. From
gym equipment and shop unitary to Christmas trees
and vehicles, NCM’s efforts have diverted a significant
amount of waste from landfills.
The future goal for NCM is to change the way
auctioneering is viewed, rather than cluttered
second-hand goods that very few people really
want or the idea that it is a niche way for
mainstream businesses to dispose of items they
no longer require – NCM hopes it will be seen
as both profitable and good for the environment,
not only for businesses, but for anyone.
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Automation
Since May 2023, all major investments are now live,
including the Blackline Autostore and Shuttle solution,
which are now fully operational. Additionally, for FY25,
we are scheduled to launch an integrated courier
sorter. Our primary objective, with these systems
fully commissioned, is to maintain our momentum
in enhancing efficiencies across the group. We aim
to build upon the existing initiatives, collaborating
closely with our suppliers, and enhancing the quality
and experience for both our stores and customers.
Where we have identified areas to optimise and
streamline our operations, we have reduced our
square footage by approximately 500,000 sq. ft and
prioritised distribution through our Shirebrook site.
LOGISTICS – NAVIGATING
EFFICIENT PATHWAYS
What it Means
Logistics involves the management of the flow
of goods from suppliers to customers, including
processes such as inventory management,
transportation, warehousing, and order fulfilment.
Why it Matters
Efficient logistics are crucial in order to meet customer
demands, minimise costs, optimise inventory levels,
ensure timely deliveries, maintain competitiveness in
the market, maximise container utilisation, and reduce
the number of journeys made by vehicles and couriers.
Effective logistics can enhance customer satisfaction,
improve operational efficiency, and ultimately drive
business success.
Transport Strategy
In 2023, we embarked on a journey to envision
the future of our transport fleet. Recognising the
importance of transitioning away from fossil fuels,
we delved into exploring various solutions to align
with our environmental goals.
Throughout FY24, we trialled Hydrotreated Vegetable
Oil (HVO) as a fuel for our on-site vehicles and we
continue to use this for our tug vehicles. Additionally,
at the end of FY23, we welcomed our first on-site
electric tug vehicle. Over the past year, we have
rigorously assessed its performance, and as we
transition into FY25, it has proven to operate
reliably and efficiently.
For the long-term future of our transport fleet we
are exploring further options to decarbonise, as and
when the appropriate technology becomes available.
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 of 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 third party
partners, we embarked on sharing 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.
As a part of reviewing the delivery efficiency process,
we also realised we could improve our own container
loading – and so trialled this new method ourselves.
This new method now allows us to order to a
95% container fill rate, saving even more on our
own deliveries.
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 FY24.
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 121 to 128
contains further information of the Company’s
whistleblowing procedures and the Audit
Committee’s oversight.
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TASK FORCE ON CLIMATE-
RELATED FINANCIAL
DISCLOSURES (TCFD)
Index of TCFD recommended disclosures
1. Governance
a) Describe the board’s oversight of climate-related risks
and opportunities.
Page 57
b) Describe management’s role in assessing and
managing climate-related risks and opportunities.
Page 58
2. Strategy
a) Describe the climate-related risks and opportunities
the organisation has identified over the short, medium,
and long term.
Page 58
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy,
and financial planning.
Page 60
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
Page 62
3. Risk Management
a) Describe the organisation’s processes for identifying
and assessing climate-related risks.
Page 63
b) Describe the organisation’s processes for managing
climate-related risks.
Page 63
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Page 63
4. 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.
Page 63
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
Page 63
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
Page 63
Statement of Compliance
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.
1. GOVERNANCE
Disclose the organisation’s governance around
climate-related risks and opportunities
a) Describe the board’s oversight of
climate-related risks and opportunities
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 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.
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Wider Governance
In 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.
b) Describe management’s role in
assessing and managing climate-related
risks and opportunities
Our Head of Sustainability, who heads up our
Climate Risk Steering Group, reports material
climate-related risks and opportunities into the
quarterly Compliance and Risk Steering Group,
as well as the Audit Committee.
Cross functional management monitors 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 68 to 69.
More information can be found on our risk
management framework on pages 68 to 69 and
our approach to sustainability on pages 37 to 56.
2. STRATEGY
Disclose the actual and potential impacts of climate-
related risks and opportunities on the organisation’s
businesses, the strategy and financial planning where
such information is material
a) Describe the climate-related risks
and opportunities the organisation has
identified over the short, medium, and
long term
In FY22 we identified our potential physical risks,
transitional risks and opportunities. We compiled
the list of outcomes on both a top-down and
bottom-up basis, across each of our business areas.
We assessed the risks and opportunities across the
following definitions of time horizons: Short (less than
5 years), medium (5 to 20 years), and long (more than
20 years). 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 was assessed by taking into account the
probability of failure and productivity loss values over time for each risk and their impact
on Frasers Group’s 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 reviewed these sectors across 11 key
countries of operation.
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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.
In our assessment for coastal inundation, we used
short, medium and long-term horizons, across both
the 1.5
°
C and 4
°
C scenarios. For extreme heat, we
considered the number of median (>35
°
C) and
extremely hot days (>40
°
C) 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. 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 1.5
°
C and 4
°
C 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
timeframe, 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, optimise costs, and open a broader
range of financing sources. The opportunities
identified include;
An increase in consumer expectation for brands
to produce less resource intensive products;
Access to more equity or debt financing
opportunities;
Optimisation potential across the value chain
presents an opportunity to reduce costs;
Voluntarily exceeding reporting/regulation
requirements to increase transparency in
operations and better prepare data for future
mandatory reporting/regulations;
Exploring renewable energy options to prepare
for a transition to low carbon energy.
b) Describe the impact of climate-
related risks and opportunities on the
organisation’s businesses, strategy and
financial planning
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
Scenario
Potential impact
Mitigations available
Development actions
Coastal
inundation
In both a 1.5
degree and
4 degree
scenario, with a
greater impact
in a 4 degree
scenario
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.
We are working with our top 2
supply partners to explore the
risk of coastal inundation and
what it would mean to both of
our businesses. We have built
flood risk adaptation plans which
we will use to mitigate the risk of
flooding in our supply partners’
facilities.
Extreme
heat
In both a 1.5
degree and
4 degree
scenario, with a
greater impact
in a 4 degree
scenario.
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’s 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
Scenario
Potential impact
Mitigations available
Development actions
Cost to
transition
to a
low-carbon
economy
1.5 degree
scenario
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 continue to explore options
for lower carbon energy solutions
that will benefit the business in
the short, medium and long term.
Exploring options to generate
renewable energy on Frasers
Group sites.
Increased
cost of raw
materials
and
production
In both a 1.5
degree and
4 degree
scenario, with a
greater impact
in a 4 degree
scenario.
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 are mapping capabilities
of our supply partners’ facilities
to understand where there are
mutual opportunities.
Carbon tax
and other
carbon
pricing
mechanisms
1.5 degree
scenario
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 calculated
and audited our Scope 1, 2 and
3 carbon emissions with external
consultants as part of our
commitment to setting targets
with the Science Based Target
initiative.
We are mapping capabilities of
our supply partners’ facilities to
understand where lower carbon
options are readily available.
Regulatory
changes,
reporting
obligations
and
increased
stakeholder
concerns
1.5 degree
scenario
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.
Shifting
consumer
preferences
and supplier
requirements
In both a 1.5
degree and
4 degree
scenario, with a
greater impact
in a 1.5 degree
scenario.
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 further
developed our initial Preferred
Materials and Processes*
strategy which helps our design,
sourcing and commercial
departments move to using our
identified Preferred Materials
and Processes.
We are exploring circular options
such as designing for recyclability
and care and repair solutions.
*
Preferred Materials and Processes are defined by our Product Sustainability Manager as options that reduce
the energy consumption, emissions produced, or resources used compared to standard materials or methods.
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Opportunities
Transition opportunity
Potential impact
Potential actions
Development actions
Optimisation and efficiency of
processes and assets
There is an opportunity for
Frasers Group to reduce costs
by upgrading and improving
assets and processes across
the value chain.
Improve building and
infrastructure efficiency.
Move towards a lower carbon
emission vehicle fleet.
Optimise logistics and the
supply chain.
We have trialled HVO fuel and
continue to use this for a few of
our on-site vehicles. We continue
to monitor the price of this fuel
as an alternative fuel source.
We have 1 on-site electric
tug vehicle.
We continuously explore different
methods to improve our logistics.
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.
This year we have hired a
new role of Sustainability
Communications and
Engagement Lead. This role
was created to improve our
communications on sustainability
and our wider ESG strategy in
external reporting, as well as
engagement with internal and
external stakeholders.
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 have further
developed our initial Preferred
Materials and Processes strategy
which helps our design, sourcing
and commercial departments
move to using our identified
Preferred Materials and
Processes. Since the first year of
the strategy we have succeeded
in moving a number of our top
selling Group products to use
preferred materials. We plan to
continue to build on this over the
next year.
c) Describe the resilience of the
organisation’s strategy, taking
into consideration different climate-
related scenarios, including a 2°C
or lower scenario
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, 1.5
°
C and 4
°
C
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 1.5
°
C would introduce more
transitional risks to our business. 1.5
°
C 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 1.5
°
C,
we could face a worst-case scenario of 4
°
C 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 timeframe (<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. The
outcomes of the scenario analysis, improvements
in our datasets and any interim updates are
communicated with senior management and in our
compliance and risk steering groups, so that material
changes are communicated and embedded into
departmental and group-wide strategies.
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3. RISK MANAGEMENT
Disclose how the organisation identifies, assesses,
and manages climate-related risks
a) Describe the organisation’s processes
for identifying and assessing climate-
related risks
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 68 to 69.
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.
b) Describe the organisation’s processes
for managing climate-related risks
Climate risk is included within our ESG principal risk
and ensures that physical and transitional risks are
included in the functional risk registers owned by
the respective business risk owners, such as finance,
property, logistics, commercial trading, supply chain
and people.
We discuss potential actions with each team, based
on the principles described above. We have a Climate
Risk Group, which drives forward our approach to
climate risk management. This includes all risk owners
mentioned above with executive sponsorship and
Audit Committee oversight, to ensure we remain
focused on the risks and opportunities for the Group.
c) Describe how processes for identifying,
assessing and managing climate-
related risks are integrated into the
organisation’s overall risk management
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 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 56.
4. 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 page 40. Currently we do not have an
approved greenhouse gas emissions reduction target
as part of our metrics and targets. We have submitted
our commitment to the Science Based Targets
initiative (SBTi), which has been approved. This year
we will submit our target to the SBTi.
The assessment of our carbon footprint and from
this, creating the appropriate target was done by our
Sustainability team, Senior Management and Frasers
Group’s Board.
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We’ve worked with our departments within our Climate Risk 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 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.
We did not install a hydro
boiler in a wet gym this year,
however we did install them in
2 other sites.
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.
92% of our UK stores with
a lease of 2 years or more
and no planned fixed break
have now been fitted with
LED lighting.
Physical Risks
Ensure top two
manufacturers by
gross profit have risk
mitigation in place in
line with 2050 projected
floodplain 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.
We have now begun creating
profiles for the factories of
our top 2 supply partners.
This includes exploring which
factories are most at risk of
flooding, what mitigation
practices they already have in
place and working together to
implement any others we both
believe necessary.
Transition Risk/
Opportunity
Fit out 50 of our UK
stores with voltage
optimisation by the
end of FY24
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.
This year we installed 31
of our stores with voltage
optimisation, with 1 store
having 2 units. Although we
haven’t yet hit our target of
50 stores, we have learnt a lot
about the process and are still
surveying sites for installation
after a successful first year.
Transition Risk/
Opportunity
At least 50% of
European portfolio with
a lease of 2 years or
more and no planned
fixed break 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.
63% of our European portfolio
with a lease of 2 years or more
and no planned fixed break
have now been fitted with
LED lighting.
We are currently building our Transition Plan and our Science Based Target is essential for this. Over the past 2
years we have been calculating and auditing our past 2 financial years’ carbon footprint to ISO 14064 standard.
This has given us a much greater understanding of the Group’s carbon emissions and where our focus should be.
Although our target has not yet been approved, we have several areas that we know will be essential to make
progress, not only to reduce carbon emissions but also when considering the biodiversity impact of the Group.
We look forward to sharing more information on our transition plan in the future, but ahead of that there are
some steps that we know we will take, as detailed below;
Metric Category
Climate-Related Target
Climate-Related Metric
Reasoning
Transition Risk/
Opportunity
Report to CDP Climate
Questionnaire
Questionnaire Submitted Y/N
Voluntarily disclosing further climate related information will
prepare the Group for future mandatory disclosures, and
improve visibility of our climate-related impact.
Climate-
Related
Opportunities
50% of own brand
products by weight to
be made with ‘Preferred
Materials’* by [DATE].
(Date TBC from Frasers)
% of own brand products in
‘Preferred Materials’* by weight.
Using less resource intensive materials reduces the impact of
our products and is increasingly expected by our customers.
Increasing use of these materials signals the demand to the
market and opens new opportunities in our supply chain.
* Preferred Materials as defined by Frasers Group Preferred Materials Strategy.
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SECTION 172 STATEMENT
The Board confirms that, during FY24, 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 pages 88 to 95 and our report on stakeholder
engagement during the year is on pages 90 to 91.
A. The likely consequences of any decision in the
long term
When making key strategic decisions, the Board
takes into consideration the strategy, purpose,
values and culture of the Group. The Board is
focused on the sustainability of the Group and
mindful of the impact the decisions may have on
this objective. For each matter, it also considers
the likely consequences of any decision in the
long term, identifying stakeholders who may be
affected and carefully considering their interests
and any potential impact part of the decision-
making process may have. During the year, the
Board has made decisions based on board papers,
presentations from senior executives, information
documents, discussions with external advisors
and reports.
Principal Decisions/Steps:
The decision to continue the share buyback
programme was also key during the financial year to
demonstrate that the Board continues to maintain
confidence in the performance of the Group. The
Board continued to be acquisitive throughout the
year. Acquisitions of the Wiggle and Chain Reaction
brands expanded the Group’s presence within the
cycling industry, as well as WIT Fitness, the leading
fitness brand which will be complementary to the
Group’s sports and gym business. We also acquired
premium and luxury retailers Aphrodite, Zee and
Co and John Anthony, as the Group increased its
presence in these respective markets. In April 2024 the
Group signed a binding agreement to acquire 100%
of the shareholding of Twin Sport Holding B.V., the
Netherlands based Sports Retailer with 17 stores and
over 30 years of expertise. The agreement is further
progress towards the Group’s strategy to become the
biggest sports retailer in EMEA.
During the year the Group disposed of Missguided
intellectual property. The disposal of this non-core
brand allowed an even greater focus on delivering the
Elevation Strategy by focusing on store experience,
digital and product.
Frasers acquired Matches Fashion for a total
consideration of approximately £52m to strengthen
the Group’s offering within the luxury market.
Following the acquisition, the Matches business
consistently missed its business plan targets and,
notwithstanding support from Frasers Group,
continued to make material losses and as a result the
Directors of Matches Fashion made the decision to
place the business into administration. Frasers Group
acquired certain intellectual property assets only of
Matches from the administrators.
B. The interests of the Company’s employees
Details of the initiatives and engagement
with our colleagues is detailed in the Workers’
Representative report, the Our People report and
the Directors’ report.
Principal Decisions/Steps:
The Non-Executive Workforce Director remains the
primary method that we use to ensure that colleagues
are listened to and responded to by somebody who
fully understands their situation. Cally Price remains
the Workers’ Representative on the Board and retains
full control of the colleague welfare portal.
The Group decided to commission another Employee
Engagement Survey in order to reinforce our
commitment of making Frasers Group a world class
place to work.
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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:
Frasers Plus, the Group’s credit payment account and
rewards product, was rolled out across the Group
during FY24, having been initially launched in our
Cruise and House of Frasers fascias in FY23.
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.
A decision was taken to accelerate moving all
suppliers onto the Group’s payment portal, wherever
practicable, to enable the swift resolution of queries
and to facilitate timely payments.
D. The impact of the Company’s operations on the
community and the environment
The ESG report on pages 37 to 56 details the
initiatives we have undertaken in sustainability
and the community.
Principal Decisions/Steps:
Energy consumption in each retail site in the
UK is monitored to make sure it is operating in
an efficient way and to ensure levels of
consumption are reducing;
The upgrade of fluorescent lighting in retail
sites continues, with all opportunities during
store refits taken.
We also engaged a third-party provider to
assess emissions and energy consumption for
the reporting period.
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. These include, but are not limited to,
FCA regulation, GDPR/data protection, health and
safety, IP Rights, Listing Rules and Trading Standards
as an ongoing priority. We also 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 are
here to listen to investor views and answer their
questions. We do this through the investor relations
contact on the Group website, hosting investor
roadshows, attending conferences and regularly
meeting with our investors. The AGM also gives
shareholders an opportunity 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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67
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:
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
includes structure,
appetite & evaluation
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.
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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 on the Group.
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 to the
Board. Further details of our TCFD disclosures are
found on pages 57 to 64.
Principal Risks and Uncertainties
These are defined as the 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
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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 ongoing 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.
Our Electronic Data Interface (EDI) supplier portal
continues to be used 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 to support
truly integrated supplier engagement.
The Group utilises two leading supply chain companies to
procure much of its own-brand products.
Strong stock level oversight and positive commercial
relationships allow us to manage effective supply chain
logistics and product availability.
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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Global Macro-economic Conditions, Events (Pandemic) or Political Factors
The current geo-political events and the ongoing 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 macroeconomic 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 continues to be managed well, based on our
trading performance and the successful refinance of the Group’s revolving credit facility to November 2026.
Credit risk primarily arises from amounts advanced to customers by Frasers Group Financial Services to facilitate
purchases via the Frasers Plus and Studio Pay consumer credit products. 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.
The Group enacted the second one-year extension to its
Group facility and currently has access to a combined
term loan and RCF with total commitments of £1,432.5m
until November 2025. This reduces to £1,372.5m from
December 2025 until maturity in November 2026. We
continue to foster good relationships with the banks in the
syndicate whilst also engaging prospective new lenders
ahead of the upcoming refinancing exercise.
Funding of consumer credit receivables is largely funded
via a securitisation facility provided by HSBC, under which
new drawings can presently be made up until December
2024. We continue to engage with HSBC and prospective
new lenders with a view to syndicating the facility and
extending the tenor.
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 for further detail on financial
risk management.
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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 continued rollout of our new Frasers Plus payment method allows our customers to control how they spend
and repay with an integrated loyalty programme.
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.
Continued rollout 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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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.
The ongoing focus and improvements of our controls and reporting within this area has enabled us to reduce
the risk in the current period.
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. These include, but are not limited to, FCA
regulation, GDPR/data protection, health and safety,
IP rights and Trading Standards as an ongoing priority.
We have an ongoing programme of continuous review
looking at changes to legislation, best practice, and
ensuring compliance with the retail environment.
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 FAQs 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 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. This has
enabled the risk to reduce year-on-year.
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 cyberattack 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 partners 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 are 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 overseas 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 remain unchanged vs. the prior 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.
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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.
The focus on this area within the internal audit plan in FY24 continues to show controls are working effectively
and through our annual review of impact assessment, this allowed this risk to move from “significant” to
“moderate”, confirming the reduction in this risk from the previous year.
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 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 onboarding and applicant tracking.
We have revisited our core principles and 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 plan to continue our people engagement survey to
provide insights and drive further improvements across
the organisation.
The 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.
A succession planning programme is in place to ensure
continuity, identify critical positions, understand the
organisation’s competency levels, recognise the
potential and workforce development, and get valuable
insights into the workforce and departments to support
nurturing talent.
CEO listening sessions with colleagues have been
introduced to improve CEO awareness and engagement.
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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 continued to develop our ESG strategy which
formalises our commitment to sustainability and continues
to be embedded throughout the business. There are three
pillars to our strategy – Products, People and Channels –
which we use to ensure focus for the Group.
We have committed to setting targets with the
Science-Based Targets Initiative and we are ensuring that
our carbon footprint is aligned to ISO14064 standard.
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 onboarding.
We have defined Climate Risk Owners from all areas of
the business who confirm and discuss climate-related
actions every six months. Any updates are reported 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. This is 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 street and shopping centres and our continual commercial
reviews of our portfolio has enabled the risk to remain unchanged vs. the prior 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
underperforming 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.
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83
Mergers and 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 investments made in our mergers and acquisitions team and the level of review and due diligence, the risk
is considered to have reduced vs. the prior year.
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.
We have introduced a dedicated team responsible for
managing mergers and acquisitions across the group with
agreed formalised processes in place.
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.
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Governance
The co-sec regulatory landscape in which we operate is constantly changing. Our commitment to delivering
robustly on our obligations is central to our culture and values.
Risk Trend and
Links to Strategy
Risk
Controls and Mitigations
1
2
3
4
An action or incident arises which results in a
regulatory breach, and which significantly
impacts our business financially, commercially,
or reputationally, and/or may result in litigation.
Our experienced and qualified in-house co-sec team
provides core services and advice as well as oversight of
new and emerging regulatory requirements.
External advisors provide additional services and training
in specialist areas as required.
Key legislative and regulatory compliance risk areas are
prioritised. These include, but are not limited to, FCA
regulation, Listing Rules and Filing and Reporting as an
ongoing priority.
Our principles and values support our ethics, behaviours
and culture, and our regulatory policies, which include,
for example, Anti-Bribery & Corruption, Corporate Gifts
& Hospitality, and Conflict 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 Governance team is a key contributor and advisor to
the internal Risk and Compliance Steering Group.
The Strategic Report has been approved by the Board and signed on its behalf by:
CHRIS WOOTTON
Chief Financial Officer
26 July 2024
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85
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 2027. 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 2026 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.
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:
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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 FY25,
FY26 and FY27 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 33%. This causes our strategic investment options
to exercise resulting in additional shares being
purchased. In the prior year our strategic investments
were more concentrated and the assumption for
this scenario has reduced from 50% to 33% in the
current year to reflect the more diverse spread of
our holdings.
accelerated payment of provisions to £100m in FY25.
Scenario 5:
this is a combination of all scenarios above and
is viewed as the worst-case scenario, which 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
described below, 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 (“RCF”) of £930.0m
for a period of three years, with the possibility to
extend this by a further two years. The Group recently
enacted the second one-year extension to the facility
and currently has access to a combined term loan
and RCF with total commitments of £1,432.5m (an
increase from £1,322.5m as at the reporting date)
until November 2025. This reduces to £1,372.5m from
December 2025 until maturity in November 2026.
The Group has consistently generated 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 into 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 2027.
The Viability Statement was approved by the Board
on 17 July 2024, and signed on its behalf by:
Chris Wootton
Chief Financial Officer
17 July 2024
FRASERS GROUP PLC
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87
GOVERNANCE
CORPORATE GOVERNANCE REPORT
Chair’s Introduction
On behalf of the Board, I am pleased to present our
Corporate Governance Report for the period ended
28 April 2024. The Board is responsible for considering
the opportunities and risks relevant to the success of
the overall Group strategy and for setting the tone
and approach to corporate governance. As Chair,
I am responsible for leading the Board to make
decisions that promote the long-term sustainable
success of the Group, such that it generates value
for shareholders and contributes to wider society.
On 26 February 2024, Helen Wright, Global CEO,
Sergio Rossi was appointed as a Non-Executive
Director to the Board, bringing with her significant
experience at global luxury brands. Helen is joined
by Executive Directors David Al-Mudallal, Chief
Operating Officer and Ger Wright, Managing
Director, Sports who have both been instrumental
in driving the execution of our strategy to date.
I am also pleased to be continuing in my role of
Chair for a further term of three years, following
its renewal by the Board in October 2023.
We have now welcomed Sir Jonathan Thompson,
former CEO, Financial Reporting Council as
Non-Executive Director to the Board. Jon’s
expertise in corporate governance and major
project management will be fundamental to
our future success as we continue to
elevate and grow our business.
This year, facilitated by Clare Chalmers of
Clare Chalmers Limited, we conducted an external
evaluation of the Board and its committees.
Clare has no connections with the Company or
any individual directors. It was pleasing to receive
confirmation that the Board fulfils its roles and
responsibilities and continues to operate effectively.
Further details can be found on page 93.
As part of our ongoing Elevation Strategy we continue
to strengthen our governance and further information
regarding our compliance with the Code can be found
in our Corporate Governance Statement at page 89.
The Board and its committees continue to monitor
developments in governance and, whilst we are not
required to report under the 2024 UK Corporate
Governance Code (the “2024 Code”) until 2025,
we have had regard for the 2024 Code and aim to
take the changes into consideration wherever possible.
We have continued our efforts to work on improving
our environmental impact and sustainability has
remained a key focus point for the Group during
FY24, and further details on this and the difference
we have made in the communities we serve can
be found in our ESG report at pages 37 to 56.
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 FY24
financial year. The TCFD report is at pages 57 to 64.
David Daly
Non-Executive Chair of the Board
17 July 2024
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88
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 28 April 2024. 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 129 to 134 and in the Nomination
Committee Report on pages 99 to 101.
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
28 April 2024. 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.
The Company was also not compliant with Code
Provision 11 which requires that at least 50% of
the Board, excluding the chair, are independent
Non-Executive directors. Following the appointment
of Ger Wright and David Almudallal as executive
directors and Helen Wright as a Non-Executive director
on 26 February 2024, this was not the case subsequent
to this date. As the Company announced when
appointing these additional directors, the intention
was to appoint Sir Jon Thompson as soon as his
other commitments allowed. Sir Jon was appointed
on 3 June 2024, which remedied the breach.
Board Leadership and Company Purpose
The Board
The Board is responsible for considering the
opportunities and risks relevant to the success of the
overall Group strategy and for setting the tone and
approach to corporate governance. The Board does this
with the aim of promoting the long-term sustainable
success of the Company, such that it generates value
for shareholders and contributes to wider society.
The Board’s size, composition and skillset is
regularly reviewed to ensure that it remains
fit for purpose and areas where effective
changes can be made are identified.
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.
Business Model
Further information on the Group’s business
model and strategy can be found in the
Strategic Report from pages 12 to 13
Culture
The Board receives workforce updates at all scheduled
Board meetings from Cally Price, the Group’s Workforce
Non-Executive Director, which ensures that colleagues
are listened and responded to facilitating a healthy
and constructive dialogue. The Group People Director
regularly attends Board and Remuneration Committee
meetings to provide updates on employee behaviour,
including staff retention rates and claims made against
the Group. Disciplinary and grievance procedures are
also presented to the Board for review and consideration.
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Our culture is defined by our values, Think Without Limits,
Own It and Be Relevant which connect our colleagues
and push them to achieve more. During FY24, Retail
Reconnect was launched enabling our head office teams
to spend at least two days a year on the shop floor,
listening and learning how we can improve the business.
Our first employee survey in September 2022
provided us with valuable insight into the Group’s
culture and, as a result of the feedback received, the
Company took the decision to include employee
engagement as one of its key non-financial KPIs.
Further information on the Group’s culture and
our approach to investing and rewarding the
workforce can be found on pages 46 to 53.
Stakeholder Engagement
Stakeholder engagement is integral to the growth
and sustainability of the Group, and we aim to ensure
that we capture the views of as many stakeholders as
possible when strategic decisions are made. However,
whilst we are mindful of each stakeholder group, we
are obliged to balance their views against other
competing factors and recognise that the result may
not be positive for all stakeholder groups. During
FY24, the Board made decisions based on board
papers, presentations from senior executives and
discussions with and reports from external consultants.
The role of the designated workforce Non-Executive
Director is to help bring the colleague voice into
the boardroom and responsibility for this role
lies with Cally Price, a territory manager.
The principal decisions in relation to each
of our stakeholders is contained in the
s.172 statement on pages 66 to 67.
Employees
Please see the Directors’ report for details of
employee engagement on pages 129 to 134.
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 Board Chair is present at
our annual and half year results presentations and met
with several major shareholders throughout the year.
The Chair of the Remuneration Committee has, during
the year, met with a number of major shareholders
to discuss remuneration matters. There has been no
requirement of the chairs of the Audit Committee or
Nomination Committee to meet with shareholders.
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 have regular engagement with senior
executives, as well as meetings with the Chair and Senior
Independent Non-Executive, 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 of the Board.
Customers
Providing world class Customer Service support, which
is accessible to those who need it, is a core part of
delivering the best and most compelling brands and
experiences on the planet, and investment in our
Customer Service Operation continues with focus
on ensuring we have the right people at the right
time to help our customers. We have increased our
available contact channels, providing more real time
support via live chat and telephony support whilst
providing enhanced self-serve capability in our help
centres. Our focus remains on responding to, and
resolving customer enquiries as quickly as we can
through improvements in our supporting processes.
Suppliers
We have built strong relationships with our
suppliers during our many years of partnership,
and we have continued to work closely with them
during FY24 to transition to more ethical and
sustainable practices whilst still providing value
for money and high-quality goods and services.
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Regulators
The Group is subject to a wide range of legal and
regulatory obligations, and we strive to ensure both
compliance and a co-operative relationship with the
bodies that authorise and regulate our business activities.
Of particular note, following the launch in FY23 of
Frasers Plus, an FCA regulated credit payment account
and rewards product across our brands and businesses,
a dedicated financial regulatory compliance team
monitors compliance and any changing requirements,
working with external advisers as required.
Lenders
The CFO and Group’s Treasury team are responsible
for managing relationships with our banks and for
managing the Group’s cash/debt and financing
activities and, with support from the Finance
team, the CFO ensures that the Group complies
with the terms and conditions in its credit facility
agreements. The Board is updated on these activities,
the Group’s financial headroom, maturity schedules
for the Group’s credit facilities and future financing
plans by the CFO regularly at Board meetings.
The Group recently enacted the second one-year
extension to its Group facility and currently has
access to a combined term loan and RCF with
total commitments of £1,432.5m until November
2025. This reduces to 1,372.5m from December
2025 until maturity in November 2026.
Community
Details of our engagement with the community can
be found in our ESG report on pages 37 to 56.
Workforce Concerns
Workforce concerns regarding the business and its
operations are taken seriously and there are a few ways
that colleagues can voice their issues. Should an issue
arise, or if they have concerns around wrongdoing,
colleagues are encouraged to speak to 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.
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.
Alternatively, colleagues can raise an issue directly
with the Non-Executive Workforce Director, Cally
Price, via the “Ask Cally” app and receive a personal
response. Cally Price remains the voice of workers
on the Board and works with colleagues across
the business to resolve issues. She provides a
direct link between the workforce and Board. She
regularly updates the Board on the workforce and
brings any pertinent issues to their attention.
Colleagues also have access to confidential wellbeing
advice and support through the Retail Trust.
Director Concerns
During the year, no concerns were raised by the Board,
or any current or former directors, regarding the
operation of the Board or the management of the Group.
Conflicts of Interest
Details of procedures regarding Directors’ conflicts
of interest, including the Relationship Agreement
with Mike Ashley as the controlling shareholder,
can be found in the Directors’ Report.
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 FY25
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 121 to 128.
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Division of Responsibilities
Roles
The roles of Chair and Chief Executive are separate
with distinct accountabilities formalised in writing
and approved by the Board. A summary of these
roles is shown below and full role descriptions can
be found on our website at frasers.group/financials/
corporate-governance.
The Chair is responsible for the leadership and
management of the Board, encouraging openness and
constructive debate between Board members so that all
Directors effectively contribute to the Board’s operation.
He is also available to provide advice and support to
both the Executive and Non-Executive Board members.
The Chair works with the Deputy Company Secretary to
ensure that the Directors receive accurate, timely and
clear information and that sufficient time is available
to discuss agenda items at each Board meeting.
The Chief Executive is responsible for the executive
leadership and day-to-day management of the
Company and for developing and delivering the
Group’s strategy.
The Senior Independent Director (SID) acts as a sounding
board for the Chair and an intermediary for Directors
and shareholders. The SID is available to shareholders
should they wish to raise an issue through an alternative
channel and the SID’s responsibilities are set out in
writing and are available on the Company’s website.
The Non-Executive Directors led by the SID meet
without the Chair present annually to discuss the
Chair’s performance and any other matters as required.
The Balance of the Board
There are currently five independent Non-Executive
Directors, as well as a Non-Executive Chair of the Board,
a Non-Executive Workforce Director, and four 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. For further information,
see pages 96 to 98.
Role of the Non-Executive Directors
The Non-Executive Directors have extensive experience
from a wide range of sectors. They provide constructive
challenge, strategic guidance and appraise Executive
Directors’ performance against agreed performance
targets, including through the work of the Remuneration
Committee. The Non-Executive Directors and the Chair
meet regularly without the Executive Directors present.
Delegation of Responsibilities
The Board has three sub-committees, 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 reviewed
annually and are available on the Group’s website
at frasers.group/financials/corporate-governance.
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.
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Remuneration
Committee
Remuneration
policy
Remuneration
schemes
Service contracts
for senior
executives
Key Board Responsibilities
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
Board and Committee Performance
The performance and effectiveness of the Board
and its Committees are evaluated in accordance
with the guidance provided under the UK Corporate
Governance Code. With an internal evaluation not
having been carried out in each of the last two years,
an external evaluation was conducted this year. This
was facilitated by Clare Chalmers of Clare Chalmers
Limited, a specialist consultancy which undertakes
no other business for the Company and with which
there are no connections with individual directors.
The evaluation considered the Board’s composition,
diversity and effectiveness, and each Board committee
was reviewed as part of the external evaluation
process. Each Director engaged with the process and
is committed to taking appropriate action should
development needs be identified. Initial feedback
and recommendations from the external evaluation
were presented to the Board for discussion in July
2024 and it was agreed that actions arising from the
evaluation needed further consideration and the
process will be built into the annual Board planner to
ensure that progress is made during the FY25 period.
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 6 scheduled and 7 unscheduled Board meetings.
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
Approving strategic investments
above a material level
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Appointment Documentation
Details of Executive Directors’ service contracts,
and of the Chair’s and the Non-Executive Directors’
appointment letters, are given from pages 111 to 112.
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 reviewed at least annually and
published on our corporate website.
Matters Reserved for the Board
There is a formal schedule of matters reserved for the
Board, the structure of which establishes how the Board
manages its responsibilities and provides guidance
on the Board’s activities. The schedule of matters
reserved is reviewed and approved by the Board
annually and is published on our corporate website.
During FY24, regular items on the agenda
for consideration included:
detailed updates on financial results and
performance against related KPIs;
health and safety;
progress in the execution of the Group’s
Elevation Strategy;
governance matters, which included reviewing the
work of the Committees to the Board, the conduct of
matters reserved to the Board and consideration of
the changes introduced by the 2024 UK Corporate
Governance Code and proposed audit reforms.
The Board also receives regular reports from
the Non-Executive Workforce Director, Cally
Price, who attends all Board meetings.
Board Meeting Attendance
The Board held 13 meetings during FY24, dealing with
the annual cycle of activity planned in advance of
the year and other matters arising during its course.
The table below shows the attendance at Board and
Committee meetings during FY24, and the Board is
satisfied that each of the directors is able to allocate
sufficient time to the Company to effectively discharge
their responsibilities. The Board has the capacity to meet
outside of scheduled meetings as and when required.
During FY24, the unscheduled meetings called mostly
related to proposed strategic investments, acquisitions,
and the ongoing share buyback programmes.
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Board Meetings
Scheduled
Board Meetings
Unscheduled
Audit Committee
Meetings
Remuneration
Committee Meetings
Nomination
Committee Meetings
Michael Murray
6/6
5/7
-
-
-
David Brayshaw
6/6
6/7
3/3
3/3
2/2
David Daly
6/6
5/7
3/3*
3/3
2/2
Nicola Frampton
6/6
4/7
3/3
3/3
-
Richard Bottomley
6/6
6/7
3/3
2/3*
2/2
Cally Price
6/6
7/7
-
3/3*
2/2*
Chris Wootton
6/6
7/7
3/3*
-
-
Helen Wright
2/6
(attended 2/2 meetings
during her tenure)
1/7
(attended 1/1 meetings
during her tenure)
-
-
-
David Al-Mudallal
2/6
(attended 2/2 meetings
during his tenure)
1/7
(attended 1/1 meetings
during his tenure)
-
-
1/2*
Ger Wright
2/6
(attended 2/2 meetings
during her tenure)
1/7
(attended 1/1 meetings
during her tenure)
-
1/3*
-
* Not a committee member but attended meeting.
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 FY24, 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 122.
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 from page 10. Detailed
information on the financial position and performance
can also be located in the Group’s consolidated
financial statements located on pages 168 to 171.
As a result of its findings, the Board has adopted a
going concern statement for FY24, and full details of
this can be found in the Directors’ Report on pages
129 to 134. The Directors have also assessed the
prospects of the Group over a three-year period and
the Viability Statement can be found on page 86.
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 can also be found 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 details can be found in the Strategic Report and
Principal Risk and Uncertainties section as noted above.
FRASERS GROUP PLC
ANNUAL REPORT 2024
95
THE BOARD
David Daly
Chair
Key Skills and Experience
David worked for Nike for 30 years in a variety of
leadership roles including sales, sports marketing,
product development and general management. He
spent 18 years living outside the UK in a variety of places
including the US, Hong Kong, The Netherlands, and Italy.
David has provided a comprehensive understanding
and a global perspective on international business.
External Appointments
NED of Fulham Football Club
Trustee of Kent Cricket Community Trust
Member of the Nomination Committee of Kent Cricket
Appointed to the Board
2 October 2017
Committee Membership
Nomination Committee (Chair)
Michael Murray
Chief Executive Officer
Michael Murray initially partnered with the business as a
property consultant in 2015, bringing his knowledge and
experience to build and execute a new property strategy.
In 2019, Michael became Head of Elevation where he
initiated the business’s Elevation Strategy and led the
rebranding from Sports Direct International to Frasers
Group plc, reflecting the business’ change in market
identity. His vision has delivered significant growth
and credibility for the Group and in 2022, Michael was
appointed Chief Executive Officer of Frasers Group.
Michael continues to drive the ongoing Elevation
Strategy and through his expertise has diversified the
business from Sports retail into Premium and Luxury
retail, whilst also creating a property investment and
financial services division.
Personal External Appointments
Director of NM Property London Limited
Director of MM Edenthorpe Limited
Director of MM Prop Consultancy Limited
Appointed to the Board
1 May 2022
Chris Wootton
Chief Financial Officer
Key Skills and Experience
Chris is a Chartered Accountant and worked at PwC for
the early part of his accounting career in the assurance
practice, which included work on large corporates and
listed entities. Chris continues to provide key support
to the senior executive team and is a key driver of the
Group’s accounting policies, namely being conservative,
consistent and simple. He continues to play a leading
role in the banking relationships of the Group with
the facility now standing at c.£1.4bn. Chris also has a
leading role in the Group’s investment and M&A strategy,
including recent strategic investments in ASOS, Boohoo,
AO World and Hornby. In the last 12 months Chris has
driven the improved communications of the Group with
the City as the Group significantly elevates its investor
relations activity.
Appointed to the Board
12 September 2019
Cally Price
Non-Executive Workforce Director
and Workers’ Representative
Key Skills and Experience
Cally began her Frasers Group career on the shop
floor, joining the business in 2008. By 2015, she was
promoted to Store Manager and within a year, won
Store of the Season. She has since taken on various key
positions within the business, elected as the Workers’
Representative in 2018 and then shortly after appointed
as Non-Executive Board Member. Cally plays a vital
role in ensuring the voice of the workforce is heard and
reflected in the decisions of the Board. Influencing the
business structure, people and warehouse improvements,
Cally is ideally placed to represent the workforce
throughout every aspect of the business.
Appointed to the Board
1 January 2019
FRASERS GROUP PLC
ANNUAL REPORT 2024
96
Richard Bottomley OBE
Senior Independent Non-Executive Director
Key Skills and Experience
Richard has over 25 years’ experience working with listed
companies during his time as a senior partner at KPMG
where his specialism was in dealing with listed entity and
public interest audits, corporate finance transactions
and internal audit assignments. Richard has been a
Non-Executive Director
of Newcastle Building Society
where he chaired the Audit Committee and has also
been the Chair of the Greggs plc final salary scheme.
External Appointments
NED of Jessgrove Limited a manufacturer and
wholesaler of textile fabric for the apparel industry.
NED of Eclipse Colours Limited a manufacturer of
masterbatch for colouring fibres and plastics.
Director of Castlefield Lane Limited - property
development and investment company.
Director in Marsden Packaging Limited which
is a contract packing company to the food and
pharmaceutical Industries.
Appointed to the Board
1 October 2018
Committee Membership
Audit Committee (Chair)
Nomination Committee
David Brayshaw
Independent Non-Executive Director
Skills and Experience
David is a very experienced senior investment and
commercial banker with over 30 years’ experience with
organisations such as Barclays Capital, HSBC, Citigroup,
and Pilkington plc. These roles involved 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 remains involved in an advisory role with several
corporates and banks in a private capacity.
Appointed to the Board
8 December 2016
Committee Membership
Audit Committee
Remuneration Committee
Nicola Frampton
Independent Non-Executive Director
Skills and Experience
Nicola has extensive experience in risk management,
assurance, and corporate governance across a wide
range of industries, having specialised in these areas
in previous roles at William Hill and Deloitte. Nicola
has spent the majority of her career in senior executive
management roles with the last three years as Chief
Operating 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.
External Appointments
Chief Operating Officer at Domino’s Pizza Group plc
Trustee at the National Horseracing College
Trustee at Changing Stars Malawi
Appointed to the Board
1 October 2016
Committee Membership
Remuneration Committee (Chair)
Audit Committee
Helen Wright
Independent Non-Executive Director
Skills and Experience
Helen has over 25 years’ experience as a senior executive
in international luxury and lifestyle consumer brands.
She is widely credited for leading the turnaround and
reinvigoration of the British heritage brand Belstaff
during her time as CEO where she set the company’s
strategic vision and investment agenda and drove its
digital transformation. Other leadership roles have
included VP of Sales and Merchandising, Europe, at
Ralph Lauren, President EMEI for Fendi/LVMH, and
CEO at Anya Hindmarch. She is currently Group CEO at
Sergio Rossi, the renowned Italian luxury footwear house,
based in Milan, Italy.
External Appointments
Group CEO, Sergio Rossi
Appointed to the Board
26 February 2024
Committee Membership
Nomination Committee
Remuneration Committee
FRASERS GROUP PLC
ANNUAL REPORT 2024
97
Ger Wright
Managing Director, Sports
Skills and Experience
Ger joined the Group in 2022 at a pivotal point of the
Elevation Strategy. She is responsible for leading Sports
within the Group; working closely with the team in
tandem with brand partners to deliver the next phase
of the business’ omnichannel transformation and
expansion. Ger has made significant contributions to
the ongoing success of the Group’s Elevation Strategy
to date.
Prior to joining the Group Ger worked with the world’s
leading denim brand, Levi’s, and most recently spent 15
years at the number one sports company, Nike. She was
responsible for building markets, businesses, and teams
across Europe, Middle East, and Africa.
Appointed to the Board
26 February 2024
David Al-Mudallal
Chief Operating Officer
Skills and Experience
Since joining the Group in 2017, David has held a range
of senior roles including Chief of Staff and Head of
Operations. In August 2021 he was appointed Chief
Operating Officer. David has been a key driver of the
Group’s transformative Elevation Strategy, playing
a pivotal role in acquiring and retaining talent and
delivering operational excellence across the Group.
David is responsible for integrating newly acquired
businesses onto the Frasers platform, which is a
key driver in unlocking profitable growth from the
Group’s M&A strategy. He also led on the creation
of the Financial Services Division and the successful
development and rollout of Frasers Plus, the Group’s FCA
regulated credit payment account and rewards product.
External Appointments
Director of AM Propco Limited
Appointed to the Board
26 February 2024
Sir Jonathan Thompson
Independent Non-Executive Director
Skills and Experience
Sir Jon has had a lengthy finance career including
as Director General of Finance at the Ministry of
Defence, Director General of Corporate Services at the
Department for Education, Finance Director of Ofsted
and Chief Executive of the FRC.
Sir Jon’s expertise in corporate governance, reporting
and audit, and experience in large-scale project
management, will strengthen the execution of Frasers’
long-term growth strategy and continue to position
the Group as a leading international business.
External Appointments
Executive Chair High Speed 2 Limited
Appointed to the Board
3 June 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
98
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
96 to 98.
The Nomination Committee usually meets formally twice
a year, although additional meetings take place when
appropriate. The Committee formally met two times
during FY24. 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 appointment of David Al-Mudallal, Ger
Wright and Helen Wright. Heads! International and
Odgers Bernstein, external specialist recruiters were
used in the recruitment of Helen Wright. No director
has a connection with either agency. Helen brings
expertise in the luxury retail sector. The Board made the
appointments on 26 February 2024. The Committee also
considered the appointment of Sir Jon Thompson and
the Board announced, on 26 February 2024, its intention
to appoint him to the Board. The appointment was
made by the Board on 3 June 2024.
The Committee considered and recommended to
the Board the reappointment of David Daly.
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. The Board
has identified four directors who, at the period end,
were considered independent. With the appointment
of Sir Jon Thompson on 3 June 2024, at least half the
board, excluding the chair, are Non-Executive and
considered independent.
FRASERS GROUP PLC
ANNUAL REPORT 2024
99
Annual Performance Appraisals
All board members, both Executive and Non-Executive,
went through an annual performance review during
FY24 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 is 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.
Diversity and Inclusion
At the period end, the Board had four female Directors,
representing 40% of the Board. There was also one
director, representing 10%, at the period end, who
identified as being from an ethnic minority. Since the
period end the appointment of Sir Jon Thompson
has meant that the Board does not meet the target
of females representing 40% of its composition. The
Board is conscious of the targets set by the FCA which
apply for the FY24 financial year and the need to ensure
that the Board continues to represent its workforce
and customers. To further this aim the Board continues
to review its membership. The Committee is aware
that the composition of the Board does not meet the
requirement of the FCA that listed companies fill one of
the senior roles: CEO, CFO, Chair or SID with a female.
This is an objective the Company is working to meet.
The Committee annually considers succession planning
and when one of these positions becomes vacant this
will be a consideration in filling it.
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 ensure that female representation and ethnic
minority representation at both senior management
and Board level, continue to at least meet the
FCA’s requirements.
The Group is working towards achieving its Diversity
policy objective, and those of the Hampton Alexander
Report and the Parker Review in respect of gender and
ethnicity, by having a strong gender and ethnic 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. The Board
is conscious that to successfully deliver the strategic
goals of the business, our people, including the Board of
Directors must reflect the diverse cultures and values of
our customer base.
The Committee recognises the advantages of having
a diverse team and has therefore reviewed the
composition of the senior management team, including
their direct reports. There is a varied representation
of ages within senior management and a number of
roles were held by females at period end, including the
Territory Manager, Head of Sustainability, Group Head
of Communications and the Head of UK Finance.
The table below shows the gender diversity of our
workforce at the period end. Approximately 53% of
our workforce is female, including 32% of our senior
management (FY23: 54% 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. Since the period end, Sir Jon
Thompson has been appointed to the Board so that
there are now 11 directors, representing 90.9% of the
Board that identify as white British.
FRASERS GROUP PLC
ANNUAL REPORT 2024
100
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
White British or other white (inc.
non-minority white groups)
9
90%
4
5
83%
Mixed/multiple ethnicity group
1
10%
-
-
-
Asian/British Asian
-
-
-
1
17%
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 2024 had a gender pay gap of 3.0% for 2023
(2022: 2.6% gender pay gap). This marginal change
reflects the increasing proportion of female colleagues
operating in hourly paid roles across the Group year
on year, and remains significantly below the UK
average of 9.1%.
Further details on 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.
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 2023 Nomination
Committee report, noting that these focused on the
diversity of the Board.
FRASERS GROUP PLC
ANNUAL REPORT 2024
101
DIRECTORS’ REMUNERATION
REPORT
Dear Shareholder,
I am pleased to present the Directors’ Remuneration
Report for the period ended 28 April 2024. This report
is split into three parts: this Annual Statement; our
proposed 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
continue to give on remuneration matters. At our 2023
AGM, our Directors’ Remuneration Report was approved
by 99.38% of shareholders voting which indicates strong
support from both our full shareholder base and our
independent shareholders.
Board Changes
David Al-Mudallal, Chief Operating Officer and
Ger Wright, Managing Director, Sports, were
appointed to the Board as Executive Directors with
effect from 26 February 2024. At this time Helen
Wright, CEO of Sergio Rossi was also appointed
as a Non-Executive Director.
David and Ger are both internal promotions and their
remuneration packages are broadly consistent with
the existing remuneration package of our CFO, Chris
Wootton. Further details of the pay arrangements
for David and Ger are set out later in this Directors’
Remuneration Report and are consistent with our
Directors’ Remuneration Policy.
Sir Jon Thompson joined the Board on 3 June 2024.
Actions Taken in FY24 and Impacts on Pay
As was the case for FY23, Michael Murray decided to
waive his salary for FY24, in order to focus on achieving
the ESS award targets and to align with shareholders’
interests. Michael will also continue to waive his salary
for FY25. 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
in respect of Directors’ remuneration, save as detailed in
this report.
In addition, the Committee considered that Directors’
remuneration for FY24 was appropriate and that the
Directors’ Remuneration Policy continues to operate as
intended, taking into account company performance
and quantum.
Colleague Reward
A key strand of our strategy is focussed on ‘enablers’,
which includes our aim to have the best team to enable
us to deliver our strategy. As part of this strategy,
we utilise a rewards-based culture that motivates
our workforce to support the delivery of our strategy.
Examples of how our management team has fostered
a culture that links performance to pay include:
introduction of a bonus scheme for our retail stores,
linked to profitability and store outcome;
linking of pay reviews to performance reviews for
Head Office staff;
payment of aggregate bonuses and commissions
worth approx. £23.0m to colleagues (FY23: approx.
£23.0m) – consistent with prior years, a significant
proportion of these payments were made to our
casual retail workers;
continuing operation of the Fearless 1000 (including
allocation of points for colleagues who demonstrate
our values) and the related all-employee bonus
scheme (see page 113 for further details).
In addition, during FY24, we launched a wellbeing
strategy across the Group focussing on physical,
psychological and financial wellbeing to further support
colleagues. We have also implemented increases to
hourly rates for colleagues with effect from 1 April 2024
to maintain a base rate that keeps pace with increases
in the UK national minimum wage.
FRASERS GROUP PLC
ANNUAL REPORT 2024
102
Renewal of our Directors’ Remuneration Policy
at Our 2024 AGM
At our 2024 AGM we will be asking shareholders to
approve a renewed Directors’ Remuneration Policy as
our current Directors’ Remuneration Policy, which was
approved by our shareholders at our 2021 AGM,
is approaching the end of its normal three-year term.
We are proposing to materially roll forward our current
Directors’ Remuneration Policy and retain the existing
structure of our current remuneration arrangements with
no material changes.
Operation of Directors’ Remuneration Policy in FY25
It is the Committee’s intention to operate the Directors’
Remuneration Policy in FY25 on a consistent basis with
how the policy was operated in FY24, as follows:
our Executive Directors’ salaries for FY25 are
unchanged (CEO: £1,000,000; CFO and COO:
£250,000; MD Sports: €330,000) but noting that
Michael Murray will waive his salary for FY25 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 FY25 annual bonus for
our Executive Directors will be operated with a
maximum pay-out potential of 200% of base
salary; and
there will be no further ESS awards made to the
Executive Directors in FY25.
Format of the Report and Matters to Be Approved at
Our 2024 AGM
At the 2024 AGM, shareholders will be asked to approve
two resolutions relating to Directors’ remuneration
matters. These resolutions are:
• to approve the renewed Directors’
Remuneration Policy;
• to approve the Directors’
Remuneration Report for FY24.
If approved by our shareholders, the Directors’
Remuneration Policy will normally apply for a period
of three years from the 2024 AGM and will replace the
Directors’ Remuneration Policy previously approved at
the 2021 AGM.
The vote to approve the Directors’ Remuneration Report
(excluding the Directors’ Remuneration Policy) 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 resolutions on remuneration matters to be
tabled at the 2024 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
17 July 2024
Directors’ Remuneration Report
This report contains the material required to be set
out as the Directors’ Remuneration Report and has
been prepared in accordance with Schedule 8 of the
amended The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008
(the ‘DRR Regulations’).
Directors’ Remuneration Policy
This part of the report sets out the Company’s
proposed Directors’ Remuneration Policy which,
subject to shareholder approval, shall take binding
effect from the date of the 2024 AGM. The proposed
Policy is determined by the Committee, and any
proposed changes to elements of the current Directors’
Remuneration Policy, which was approved by
shareholders at the 2021 AGM, have been highlighted
for ease. As explained in the statement from the Chair
of the Remuneration Committee, the Remuneration
Committee has decided to materially roll forward our
current Directors’ Remuneration Policy and retain our
current remuneration arrangements. No increases
in incentive quantum are proposed. The Committee
came to this position following a careful review of the
continuing appropriateness of the current Policy.
FRASERS GROUP PLC
ANNUAL REPORT 2024
103
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
2024 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.
The Committee sets salaries
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 (more
fully detailed in ‘Approach
to Recruitment
Remuneration’ below).
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 ongoing
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
for the jurisdiction in which
they are based.
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% for UK based
Executive Directors.
The Committee may
increase employer
contribution rates to reflect
changes in the minimum
required auto-enrolment
employer contribution rates.
Where an Executive Director
is based in a country
other than the UK, the
pension arrangements
will be aligned to the
legal requirements of the
country and the maximum
pension contribution or
cash allowance in lieu of
pension will be aligned
to the contribution level
available to colleagues in
the jurisdiction in which the
Executive Director is based
(in percentage of salary
terms).
Not applicable.
Minor change to
ensure that pension
arrangements
are operated
in compliance
with the legal
requirements of the
country in which
the Executive
Director is based
(one of our new
Executive Directors,
Ger Wright, is
based in the
Netherlands).
FRASERS GROUP PLC
ANNUAL REPORT 2024
104
Element of
Remuneration
Purpose /
Link to Strategy
Operation
Maximum
Performance Measures
Changes to Policy
Approved at the
2024 AGM
ANNUAL
BONUS
Rewards the Executive
Director 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 annual 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 or where salary paid
in the year was £350,000
or less.
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 Director
in role, with the weighting
between the chosen
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 for any performance
measure (from zero to any
cap) should it consider that
to be appropriate.
The level below
which deferral
may be disapplied
in exceptional
circumstances has
been increased so
that Ger Wright
is treated the
same as the other
Executive Directors,
except for the CEO.
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 (‘ESS’).
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.
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.
ESS awards will be
made as a single award
(payable in two tranches)
and it is intended that
no further ESS awards
will be made after the
initial grant.
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 ESS, as it considers
appropriate.
No change.
FRASERS GROUP PLC
ANNUAL REPORT 2024
105
The table below sets out an overview of the approach to remuneration for the Chair and Non-Executive Directors.
PURPOSE / LINK
TO STRATEGY
APPROACH OF THE COMPANY
Chair and Non-Executive
Director fees provide an
appropriate reward to attract
and retain Directors of the
calibre required for the business.
The Directors’ Remuneration Policy in respect of the Non-Executive Directors is to pay annual fees which reflect the
responsibilities and duties placed upon them, while also having regard to market practice.
Non-Executive Directors receive a fixed annual fee.
Non-Executive Directors (other than the Non-Executive Workforce Director) do not and are not entitled to participate
in any bonus or share schemes. The Non-Executive Workforce Director is entitled to participate in employee bonus and
share schemes for employees including any all-employee schemes.
Non-Executive Directors may be eligible for benefits such as the use of secretarial support, travel costs or other benefits
and related tax liabilities that may be appropriate.
In exceptional circumstances, if there is a temporary yet material increase in the time commitments for Non-Executive
Directors, the Company may pay extra fees on a appropriate basis to recognise the additional workload.
The aggregate ordinary remuneration of the Non-Executive Directors (including the Non-Executive Workforce Director)
will not exceed the limit from time to time set out in the Company’s Articles of Association for such fees. This is currently
£1,000,000 p.a. in aggregate. This is a formal cap and does not reflect any form of aspiration.
FRASERS GROUP PLC
ANNUAL REPORT 2024
106
Committee Discretions
The Committee will operate the variable incentive
arrangements according to its respective rules and the
above policy table. The Committee retains discretion,
consistent with market practice, in a number of respects,
in relation to the operation and administration of the
annual bonus, Fearless 1000 and Executive Share
Scheme. These discretions include, but are not limited
to, the following:
selection of participants;
the timing and size of awards (within the overall
limits of this Policy);
the determination of performance measures and
targets and resultant vesting;
determination of a good/bad leaver based on
the rules of the relevant plan and the appropriate
treatment chosen;
various discretions required when dealing with
a change of control (e.g. the timing of testing
performance conditions) or restructuring of the
Group; and
adjustments in certain circumstances, such as
rights issues, corporate restructuring events and
special dividends.
Malus and Clawback
The Committee may apply malus and clawback to
a deferred share bonus award, Fearless 1000 or an
ESS award (malus or clawback) and to cash amounts
under the annual bonus plan (clawback only). The
relevant circumstances when malus and clawback
can operate are:
gross misconduct;
material misstatement of the
Company’s financial statements;
insolvency or corporate failure; or
significant reputational damage.
Malus and clawback may apply up to:
three years from the date of determination of a
bonus in respect of cash bonus payments and
related deferred share bonus awards; and
three years from the end of the
performance period in respect of
Fearless 1000 and ESS awards.
Explanation of Performance
Measures Chosen
Any bonus opportunity would be subject to performance
metrics determined by the Committee and linked to
the Company’s strategy and/or the performance of the
Executive Director in role. The metrics and performance
against them would be disclosed in the Directors’
Remuneration Report in which payment of the bonus
was disclosed, or if later when they were no longer
considered commercially sensitive. Any performance
measure may be varied or substituted by the Committee
if an event occurs which causes the Committee
to determine that it would be appropriate to do so.
The rationale for any such variation or substitution would
be given in the next Directors’ Remuneration Report.
The Executive Share Scheme is subject to two
performance measures, being: (i) a share price metric
(with a target share price of £15); and (ii) a profit-based
metric (requiring the Company achieves an adjusted
profit before tax target of £500m).
The share price metric has been chosen as it aligns
the interest of the Executive Director with those of
shareholders. The target share price required for vesting
is considered stretching (being £5 above the target
for the Fearless 1000 plan) and will therefore reward
sustained performance over the long-term. The profit
target requires a minimum 47% increase on the adjusted
profit before tax achieved for FY22 and is therefore
considered stretching.
In addition to the share price and profit performance
measures, the Award is also subject to two further
requirements: (i) maintenance of at least satisfactory
performance ratings for each participant; and (ii)
anticipated delivery of our Elevation Strategy.
The purpose of these additional requirements is
to ensure that a minimum level of performance is
achieved before an ESS award may vest (in addition
to achievement of the share price and profit
performance targets).
FRASERS GROUP PLC
ANNUAL REPORT 2024
107
Explanation of Differences
in Remuneration Policy for
Other Colleagues
The Company has a large number of colleagues
with different responsibilities and differing levels of
seniority. Reward policies for colleagues other than
Executive Directors are determined by reference to
grade, role, performance and other relevant factors.
The Committee engages with the wider workforce on
the remuneration policy through the Non-Executive
Workforce Director, whose feedback and views are
sought by the Committee.
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 Executive
Directors’ salaries and the creation of incentive schemes,
in order to create a sense of common purpose and
sharing of success.
In response to those considerations, the Frasers
All-Employee Omnibus Plan (known as “Fearless 1000”)
was launched following approval by shareholders at the
2020 AGM. Further details regarding Fearless 1000 are
provided on page 113 (’Colleague Reward’).
Illustrations of Application
of Remuneration Policy
The charts opposite set out an illustration of the policy
for FY25 in respect of each of the Executive Directors,
in line with the future policy table above. The charts
provide an illustration of the total remuneration
opportunity that could arise under four different
levels of performance.
For the purpose of compiling the scenario chart for Ger Wright, relevant values have been
converted from Euros to GBP, using the average EUR:GBP exchange rate for FY24 (1
:1.160).
FRASERS GROUP PLC
ANNUAL REPORT 2024
108
For the purposes of the charts, the following assumptions have been made.
Scenario
Fixed Pay
Bonus
LTI
Minimum remuneration
Base salary for FY25 (as
detailed on page 115.
An employer pension
contribution of 3% of salary,
capped at first £50,000 of
salary (or consistent with
alignment to the contribution
level available to colleagues
in the jurisdiction in which the
Executive Director is based (in
percentage of salary terms)).
No benefits (as no benefits
are currently proposed to be
provided to the Executive
Directors in FY25 other than
the colleague discount,
which, in the opinion of
the Committee, cannot be
reflected in these charts as its
value depends upon the value
of the Executive Director’s
purchases).
No bonus earned.
No vesting of share awards.
Performance in line
with expectations
No bonus earned because
in the opinion of the
Committee, the performance
metrics will be set such that
any bonus earned would
require the achievement of
stretch performance.
No vesting of share awards because in the opinion of the
Committee, the ESS and Fearless 1000 share awards will only
vest as a result of stretch performance.
Maximum remuneration
A bonus of 200% of salary
is earned.
Calculated based on the value of the number of shares under
award granted to or receivable by the relevant Executive
Director (maximum potential vesting under the new Executive
Share Scheme or Fearless 1000 plan) at the end of FY24
(using a three-month average).
In the case of Ger Wright, she is a participant in the
Fearless 1000 plan and therefore could potentially receive a
maximum payment of £1m.
As Executive Directors only receive a single award under the
respective LTI arrangements, the value of each award has
been annualised.
Maximum remuneration
with 50% share price
increase
A bonus of 200% of salary
is earned.
As above plus 50% share price increase.
FRASERS GROUP PLC
ANNUAL REPORT 2024
109
Approach to Recruitment Remuneration
When agreeing a remuneration package for the
appointment of a new Executive Director, the
Committee will apply the following principles:
the package will be sufficient to attract the
calibre of Director required to deliver the
Company’s strategy;
the Committee will seek to ensure that no
more is paid than is necessary; and
in the next Annual Report on Remuneration, the
Committee will explain to shareholders the rationale
for the arrangements implemented.
The Committee will ordinarily seek to implement the
remuneration package in accordance with the elements
referred to in the policy table on pages 104 to 105.
Consistent with the DRR Regulations, the Committee
retains discretion to make appropriate remuneration
decisions outside that policy to meet the individual
circumstances of the recruitment, subject to the limits
and parameters of this recruitment remuneration section
of the Directors’ Remuneration Policy.
Element
Approach
Base salary and benefits
Aligned with the policy set out in the policy
table on pages 104 to 105. In line with the DRR
Regulations, there is no formal cap on salaries
in relation to a recruitment.
Retirement benefits
Aligned with the policy set out in the
policy table on pages 104 to 105, pension
benefits may be provided at rates aligned
to employee levels, although the Committee
may provide for such amount to be paid
to a pension arrangement or paid as a
supplement to base salary in lieu of a
pension arrangement.
Variable remuneration
Any variable remuneration granted to a
newly appointed Executive Director would
be subject to the same maximum levels
that generally apply under the Directors’
Remuneration Policy.
The value of any buy-out arrangements
(described below) does not count towards
those maximum levels. The Committee
may vary the application of deferral to any
annual bonus opportunity to reflect the
circumstances of the recruitment.
Compensation for
forfeited arrangements
The Committee may make awards on
hiring an external candidate to buy out the
remuneration arrangements forfeited on
leaving a previous employer. In doing so,
the Committee will have regard to relevant
factors including any performance conditions
attached to such arrangements (and whether
such conditions were or were likely to be
achieved), the form of those arrangements
(e.g. cash or shares) and the timeframe of
such arrangements.
While such awards are excluded from the
maximum level of variable remuneration
referred to above, the Committee’s intention is
that the value awarded would be no
higher than the expected value of the
forfeited arrangements.
Buy-out awards will be subject to forfeiture
or clawback on early departure, with 100%
being subject to forfeiture if the Executive
departs within 12 months of joining, and a
sliding scale down to 50% if the departure
occurs within 12 and 24 months of joining,
at the Committee’s discretion.
Relocation costs
If necessary, the Company will pay
appropriate relocation costs in the year of
appointment and for a further two financial
years, as it considers appropriate. The
Committee will seek to ensure that no
more is paid than is necessary
.
Any share awards referred to in this section will be
granted as far as possible under the Company’s existing
share schemes. If necessary and subject, where relevant,
to the limits referred to above, awards may be granted
outside existing share plans as permitted under the
Listing Rules, which allow for the grant of awards to
facilitate, in unusual circumstances, the recruitment
of an Executive Director.
Where a position is filled internally, any ongoing
remuneration obligations or outstanding variable pay
elements shall be allowed to continue according to
their subsisting terms or be adjusted to reflect the new
appointment as appropriate.
FRASERS GROUP PLC
ANNUAL REPORT 2024
110
The remuneration package for a newly appointed
Non-Executive Director would normally be in line with
the policy set out in the future policy table above for
Non-Executive Directors.
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 each current service contract are
set out below:
Contract
date
Unexpired term
/ notice period
Governing
law
Michael Murray
20 September
2022
6 months
England & Wales
Chris Wootton
6 March 2017
6 months
England & Wales
David
Al-Mudallal
1 July 2021
6 months
England & Wales
Ger Wright
31 May 2022
3 months
Employee/
6 months
Employer
Netherlands
The principles on which the determination of
payments for loss of office will be approached
are summarised below:
General approach
When determining termination payments in
the event of early termination, the Committee
will take into account any relevant factors
including length of service, personal and
Group performance, the Director’s obligation
to mitigate their loss, and any statutory
compensation to which an Executive Director
may be entitled.
Payment in lieu of notice
The Company may terminate an Executive
Director’s employment with immediate
effect by making a payment in lieu of notice
consisting of basic salary (but excluding
any bonus, commission, benefits or holiday
entitlement) during the notice period.
The Company may either (i) pay the amount
in lieu of notice in a lump sum or (ii) in its
discretion, pay the amount in equal monthly
instalments during the notice period, with
such instalment payments to be reduced in
the event that the former Executive Director
obtains alternative income within the
notice period.
Annual bonus
Whether to award a bonus in full or in part
in the event of a termination of employment
would be at the discretion of the Committee
on an individual basis and dependent
on a number of factors, including the
circumstances of the Executive Director’s
departure and their contribution to the
business during the bonus period in question.
Typically, bonus amounts would only be
paid to “good leavers” and be pro-rated for
time in service to the date of termination
and dependent on performance. Any bonus
in respect of the year of termination or
preceding year which would otherwise be
deferred into shares may be paid wholly in
cash at the election of the Committee.
Any deferred bonus would typically continue
in the event of termination (other than on
dismissal for cause) and be released to the
Executive Director at the end of the originally
anticipated deferral period, although the
Committee has discretion to release the
amount sooner in appropriate circumstances.
Executive Share Scheme
If an Executive Director ceases employment
or resigns during the performance period,
their unvested award will generally lapse.
However, if the Executive Director dies
or the Committee determines they are a
‘good leaver’ then awards are retained and
may vest in the normal course subject to
satisfaction of the performance conditions.
Awards will normally be pro-rated
by reference to the proportion of the
performance period for which the participant
remained employed. The Committee has
a standard ability to vary time pro-rating.
Vested but unexercised awards may normally
be retained by a participant, except in cases
of misconduct.
Other payments
The Remuneration Committee reserves
the right to make additional exit payments
where such payments are made in good
faith in discharge of an existing legal
obligation (or by way of damages for
breach of such an obligation) or by way
of settlement or compromise of any claim
arising in connection with the termination
of a Director’s office or employment. In
appropriate circumstances, payments may
also be made in respect of legal fees and
outplacement services. Were the Company
to make an award on recruitment of an
Executive Director to buy-out remuneration
arrangements forfeited on leaving a previous
employer then the leaver provisions for that
award would be determined at the time
of grant. A payment may also be made in
respect of accrued but untaken holiday.
For the avoidance of doubt, the policy does
not include an explicit cap on the cost of
termination payments.
FRASERS GROUP PLC
ANNUAL REPORT 2024
111
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).
The approach to determining Non-Executive Directors’
pay is to benchmark ourselves against selected
other companies within the FTSE 350. Each year the
remuneration of all Directors is put for shareholder
approval at the AGM. Last year, 99.38% of shareholders
voted in favour of the Directors’ Remuneration Report.
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:
Name
Position
Date of Letter
of Appointment
End Date of
Appointment
(subject to annual
re-election at the
AGM)
David Daly
Non-Executive
Chair
16 July 2020
30 September 2025
David Brayshaw
Non-Executive
Director
23 April 2020
31 July 2024
Nicola Frampton
Non-Executive
Director
1 October 2018
30 September 2024
Richard
Bottomley
Non-Executive
Director
1 October 2018
30 September 2024
Helen Wright
Non-Executive
Director
2 October 2023
30 September 2026
Sir Jon
Thompson
Non-Executive
Director
3 June 2024
2 June 2027
Cally Price
Non-Executive
Workforce
Director
15 April 2019
5 October 2025
Copies of the service contracts of each Executive Director 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.
Payments Outside the
Policy in this Report
The Committee retains discretion to make any
remuneration payment or payment for loss of office
outside the policy in this report:
where the terms of the payment were agreed before
the policy came into effect;
where the terms of the payment were agreed at
a time when the relevant individual was not a
Director of the Company and, in the opinion of the
Committee, the payment was not in consideration of
the individual becoming a Director of the Company;
or
to satisfy contractual commitments made under
legacy remuneration arrangements, including
arrangements made before the relevant individual
is appointed as a Director of the Company.
For these purposes, “payments” includes the satisfaction
of awards of variable remuneration and, in relation to
an award over shares, the terms of the payment are
“agreed” at the time the award is granted.
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.
Remuneration for our Executive Directors remains
amongst the lowest in the FTSE 100 and significantly
below the median. The Committee has due regard to
the Investment Association Principles of Remuneration
as well as guidelines of other major investor bodies,
and is always happy to receive feedback from
shareholders. There have been no changes to
the Directors’ Remuneration Policy as a result of
shareholder engagement.
FRASERS GROUP PLC
ANNUAL REPORT 2024
112
Colleague Reward
The Committee remains committed to appropriately
rewarding our large and loyal workforce. For example,
our UK employees (excluding the Executive Directors)
who have participated in our share schemes have
received, subsequent to any IPO bonus payments,
a total value of £250m (2023: £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 FY24 workers in our UK
retail operations received a total of £23m (2023: £23m)
in bonus and incentive awards. A significant proportion
of these other bonus and incentive awards were 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 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 (ending in
October 2025).
There are two related but distinct parts to the Fearless
1000 plan as follows:
share awards to those 1,000 eligible and qualifying
employees in the business who most demonstrate
outstanding service and performance consistent
with the Company’s values; and
cash bonuses to eligible and qualifying employees
in the Company’s group, to reward them for their
loyalty and hard work.
A similar incentive plan is also available for our
non-employee Group workers.
Our Workforce-nominated Director, Cally Price engages
with colleagues through regular and multi-channel
communication mechanisms. This enables employees 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 staff pay during
FY24. 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 Executive
Directors’ salaries. The Committee has considered pay
and employment conditions of colleagues (other than
the Directors) and has aligned pension contributions and
staff discounts of the Executive Directors with colleagues.
Whilst the Company has not directly consulted with
employees on Directors’ remuneration, the views of
employees can be expressed by the Workforce Director.
FRASERS GROUP PLC
ANNUAL REPORT 2024
113
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 28 April 2024
and how our Directors’ Remuneration Policy will be
applied in the year commencing 29 April 2024.
Base Salary and Fees
Michael Murray will waive his £1,000,000 per annum
salary for FY25 (noting that Michael waived his salary for
FY24 and FY23, in order to focus on achieving the ESS
award targets and to align with shareholders’ interests.)
The annual base salary of the remaining Executive
Directors for FY25 will be as follows:
Chris Wootton, Chief Financial Officer: £250,000
(FY24: £250,000)
David Al-Mudallal, Chief Operating Officer: £250,000
(FY24: £250,000 from appointment)
Ger Wright, Managing Director, Sports: €330,000
(FY24: €330,000 from appointment)
Fees for the Chair and Non-Executive Directors are
normally reviewed annually. In respect of fees for FY25,
it has been agreed that David Daly will receive, from
September 2024, an annual fee of £250,000 (FY24:
£200,000) for his role as Chair and Richard Bottomley
will receive £85,000, from September 2024, for his role
as Senior Independent Director (FY24: £75,000). David
Brayshaw, Nicola Frampton, Helen Wright and Sir Jon
Thompson will each receive a fee of £65,000 (FY24:
£65,000) for their roles as Non-Executive Directors. Cally
Price will receive a fee of £20,000 (FY24: £20,000) for her
role as Non-Executive Workforce Director.
Pension
The contribution rate for each of the Executive Directors
(except Ger Wright) will be 3% of salary, capped at
£50,000 of salary, being the maximum employer
contribution rate available under the Company
stakeholder pension scheme.
Ger Wright receives a fixed employer pension
contribution of €9,500 (which is consistent with the
pension requirements of the country – the Netherlands –
in which she is based).
No Director participates in a defined benefit scheme
(FY24: none).
Annual Bonus Scheme
Each of the Executive Directors will be eligible to
earn a bonus in respect of FY25. 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 FY25
bonus in next year’s Directors’ Remuneration Report.
Any such bonus shall be of up to a maximum of 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 FY25.
Any bonus earned in excess of 100% of salary may be
subject to deferral, in accordance with the Policy.
Long-term Incentives
Michael Murray, Chris Wootton and David Al-Mudallal
have each received awards under the Executive Share
Scheme (which was approved by shareholders at
the 2021 AGM, and amended following approval by
shareholders at the 2022 AGM).
Chris Wootton and David Al-Mudallal each 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. Further details of the awards are
provided below.
Ger Wright became a participant in the Fearless
1000 plan before she was appointed to the Board.
Her participation is on the same basis as other Group
employees and she will be eligible to receive a share
award and cash bonus if the share price target of £10
is achieved. Further details regarding the Fearless 1000
plan are provided on page 113 (’Colleague Reward’).
FRASERS GROUP PLC
ANNUAL REPORT 2024
114
Single Figure Table (Audited)
The aggregate remuneration provided to individuals who have served as Directors in the period ended 28 April 2024 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
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
£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
-
-
David Al-Mudallal
(3)
42
-
-
-
-
-
-
-
0
-
42
-
42
-
-
-
Ger Wright
(3)(4)
48
-
-
-
12
-
-
-
1
-
61
-
49
-
12
-
Non-Executive Directors
David Daly
200
200
-
-
-
-
-
-
-
-
200
200
200
200
-
-
David Brayshaw
65
65
-
-
-
-
-
-
-
-
65
65
65
65
-
-
Nicola Frampton
65
65
-
-
-
-
-
-
-
-
65
65
65
65
-
-
Richard Bottomley
75
75
-
-
-
-
-
-
-
-
75
75
75
75
-
-
Cally Price
20
20
-
-
-
-
-
-
-
-
20
20
20
20
-
-
Helen Wright
(3)
11
-
-
-
-
-
-
-
-
-
11
-
11
-
-
-
Total
776
675
-
-
12
-
-
-
2
1
790
676
778
676
12
-
(1) Pensions are provided via a defined contribution to the Company stakeholder pension scheme (see note 37).
(2) Michael Murray waived his salary for FY24 and FY23 (normally £1m per annum).
(3) David Al-Mudallal, Ger Wright and Helen Wright joined the Board on 26 February 2024.
(4) Ger Wright is paid in Euros and all relevant values have been converted from Euros to GBP, using the average EUR:GBP exchange rate for FY24 (1
:1.160).
Further Information on the FY24 Annual Bonus (Audited)
Ger Wright received a performance bonus for FY24 of €13,879 (£11,969), pro-rated for the period that she was an
Executive Director. The bonus relates to Ger’s performance in her role as Managing Director – Sports and was based
on targets that were set prior to her joining the Board.
None of the other Executive Directors received a bonus in respect of FY24 (FY23: £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 FY24 (FY23: 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
28 April 2024 (or if earlier the
date of leaving the Board)
Ordinary shares held at
30 April 2023 (or if earlier the
date of leaving the Board)
Michael Murray
(1)
-
-
Chris Wootton
-
-
David Al-Mudallal
-
N/A
Ger Wright
-
N/A
David Daly
27,570
34,680
Nicola Frampton
5,732
5,732
David Brayshaw
30,217
31,611
Richard Bottomley
10,000
10,000
Helen Wright
-
N/A
Cally Price
-
-
(1) As at 28 April 2024 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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
115
There has been no change to the interests reported above between 28 April 2024 and 17 July 2024 (being the latest
possible date for inclusion in the 2024 Annual Report). The Company did not receive any notifications under DTR 5
between 28 April 2024 and 17 July 2024.
In addition, Executive Directors hold outstanding scheme interests under the Executive Share Scheme as follows:
Executive Director
Awards held at
30 April 2023
(1)
Awards granted during
the year
Awards lapsed during
the year
Awards held at
28 April 2024
Michael Murray
6,711,409
-
-
6,711,409
Chris Wootton
600,000
-
-
600,000
David Al-Mudallal
600,000
-
-
600,000
(1) The ESS award granted to Michael Murray is in the form of a nominal share option. The ESS awards granted to Chris Wootton and David Al-Mudallal are each in the form of a
conditional share award.
Awards under the Executive Share Scheme are due to vest after a four-year performance period ending in October
2025. Each of the awards granted to Executive Directors in the table above is subject to a share price performance
target of £15 per share (for at least 30 consecutive trading days). In addition, each award is subject to three 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.
Ger Wright became a participant in the Fearless 1000 plan before she was appointed to the Board. Her participation is
on the same basis as other Group employees and she will be eligible to receive a share award and/or cash bonus if the
share price target of £10 is achieved. The maximum number of shares that Ger could receive under the Fearless 1000 is
100,000 shares. Further details regarding the Fearless 1000 plan are provided on page 113 (’Colleague Reward’).
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).
Source: Datastream (a LSEG product).
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 2024
116
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
FY24 – Michael Murray
(1)
Nil
N/A
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)
(1) Michael Murray was appointed as Chief Executive with effect from 1 May 2022 and this 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 FY24, chose to waive his salary for FY24.
Annual Percentage Change in Remuneration of Directors and Employees
The table below 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.
% Change From FY23 to FY24
% 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
Salary
or fees
Benefits
Bonus
Employees
(1)
17%
(1%)
15%
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
N/A
N/A
N/A
Chris Wootton
0%
0%
0%
0%
0%
0%
67%
0%
(100%)
70%
0%
100%
David Al-Mudallal
(2)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Ger Wright
(2)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Non-Executive Directors
David Daly
0%
N/A
N/A
33%
N/A
N/A
50%
N/A
N/A
0%
(100%)
(100%)
Nicola Frampton
0%
N/A
N/A
0%
N/A
N/A
30%
N/A
N/A
0%
0%
N/A
David Brayshaw
0%
N/A
N/A
0%
N/A
N/A
30%
N/A
N/A
0%
(100%)
N/A
Richard Bottomley
0%
N/A
N/A
15%
N/A
N/A
30%
N/A
N/A
0%
(100%)
N/A
Helen Wright
(2)
N/A
N/A
N/A
Cally Price
0%
N/A
N/A
33%
N/A
N/A
N/A
N/A
N/A
50%
N/A
N/A
(1) Frasers Group Plc does not have any employees and therefore a subset of the Group’s employees has been used.
(2) David Al-Mudallal, Ger Wright and Helen Wright joined the Board on 26 February 2024 and therefore have no prior year data to compare against.
FRASERS GROUP PLC
ANNUAL REPORT 2024
117
Relative Importance of Spend on Pay
The table below sets out the Group’s distributions to
shareholders by way of dividends and share buybacks,
investment (calculated as set out below) and total
Group-wide expenditure on pay for all colleagues (as
reported in the audited financial statements for FY24
and FY23) and the Company’s share price (calculated
as at the close of business on the last dealing day of
FY24 and FY23). 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.
FY24
FY23
PERCENTAGE
CHANGE
Distributions to
shareholders by
way of dividends
and share
buybacks
£126,400,000
£155,300,000
(18.6%)
Investment
(1)
£542,600,000
£605,600,000
(10.4%)
Group-wide
expenditure on pay
for all employees
£696,500,000
£657,000,000
6.0%
Share price
(pence)
(2)
796
768.5
3.6%
(1) 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.
(2) For these purposes, the share prices for FY24 and FY23 are calculated at the close of
business on 26 April 2024 and 28 April 2023 respectively, being the last dealing days
prior to the end of each financial year.
Remuneration Committee
During FY24, 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 95.
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 FY24 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
adheres to its code of conduct. Fees totalling £22,212
plus VAT have been paid for its services during the year
(FY23: £35,912 plus VAT) for the provision of advice to the
Committee on various aspects of remuneration including
advice on the Remuneration Policy and implementation
of incentive schemes. The Committee has reviewed the
quality of the advice provided and whether it properly
addressed the issues under consideration and is satisfied
that the advice received during the year was objective
and independent. FIT has no personal connection to the
Company or its Directors.
Total Remuneration
The Committee considers that the current remuneration
arrangements promote the long-term success of the
Company within an appropriate risk framework and are
suitably aligned to the Company’s objective of delivering
long-term sustainable growth in total shareholder returns
given bonuses are discretionary.
Remuneration Principles
A key priority is to ensure that our Directors’
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
118
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
Remuneration Committee
The Remuneration Committee is responsible for:
determining the Company’s policy on Executive
Directors’ remuneration, including the design
of bonus schemes and targets and 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?
The Remuneration Committee meets several times
a year, with three formal meetings and no ad hoc
meetings held during FY24. The Committee dealt with
the following items at those meetings:
Monitored implementation of the Fearless 1000 share
scheme to ensure that points are allocated regularly
and fairly 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.
Review and discussion of colleague engagement
initiatives and changes to benefit arrangements
for colleagues.
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 FY24; and
taking into consideration Company performance
during FY24 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 2024
119
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 with
held
Directors’ Remuneration Report for the period
ended 30 April 2023
401,457,264
99.38
2,493,346
0.62
403,950,610
2,935
Directors’ Remuneration Policy (2021 AGM)
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
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
120
AUDIT COMMITTEE REPORT
Chairman’s Introduction
I am pleased to present the report of the Audit
Committee for the year ended 30 April 2024. This report
explains the Committee’s responsibilities and how it has
discharged them during the course of the year.
Set out below is a summary of the activities undertaken
by the Committee over the course of the year which
broadly fall into four categories: (1) financial reporting;
(2) external audit; (3) internal control, risk management
and internal audit; and (4) corporate governance and
other matters. The Committee assists the Board through
overseeing, challenging and monitoring the Company’s
frameworks and disclosures, along with management’s
judgements in these areas.
With many of our customers facing exceptionally high
costs of living, the year has been a challenging one to
maintain growth but, at the same time, has provided
good opportunities to expand our own brands and our
brand partnerships. We have been very busy acquiring
and integrating a number of new businesses and taking
stakes in strategic investments aligned to our business
and strategic objectives. The Committee challenged
management on its associated accounting judgements,
and further information about this can be found on
page 124.
A significant area for future growth is our financial
services business which was acquired two years ago
when we purchased Studio Retail Limited, and more
recently we have announced a strategic partnership
with THG. This provides a new set of risks to Frasers
and the Audit Committee has challenged management
to make sure that the associated risks are understood
and effectively controlled.
The Internal Audit function has also been challenged
by the Audit Committee to implement best practice
recommendations following the Corporate Governance
Code Guidance issues by the FRC. The Company is
well advanced on the introduction of a new financial
system which will further enhance its control
environment and support the continued growth of the
business. The Audit Committee was pleased to receive
reports from management of the current position
and the proposed timetables for these projects and
improvements to be made.
In conclusion, I would like to thank the management
team at Frasers Group and the members of the Audit
Committee for their valuable contributions which
support the work of the Audit Committee.
Richard Bottomley OBE FCA
Chairman of the Audit Committee
Role of the Committee
The Committee’s roles and responsibilities are covered
in its Terms of Reference which are available on our
corporate website at www.frasers.group
These terms of reference were most recently reviewed by
the Board in November 2023.
The Committee focuses on ensuring the integrity of the
financial reporting, audit processes and the maintenance
of sound internal control and risk management systems
in order to safeguard
shareholder interests. In particular, it focuses on
monitoring and/or reviewing:
The integrity of financial and narrative reporting.
The going concern and viability statements.
Frasers Group’s systems of risk management and
internal control.
The activities and effectiveness of the Internal
Control function.
The effectiveness of whistleblowing arrangements.
The effectiveness of the external audit process and
the appropriateness of the relationship with the
external auditor.
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 96 to 98 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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
121
Meetings
The Committee held three scheduled meetings during
the year. The meeting attendance table is shown on
page 95. In advance of each meeting, the Committee
Chairman met with the CFO and the Company
Secretary, and separately with the external audit partner
to discuss their reports as well as any relevant issues.
He also had regular meetings with the Head of Internal
Audit where the Group’s internal controls, governance
framework and the progress of the internal audit work
programme are reviewed. The Committee Chairman
routinely reported to the Board on the Committee’s
activities and matters of particular relevance, following
the Committee meetings.
The CFO and the Board Chairman attended all of this
year’s meetings by invitation. Operational directors
and senior managers are invited to attend and present
at Committee meetings regularly in order to reinforce
a strong culture of risk management and to keep the
Committee up to date with events in the business. The
Committee meets without management present on
a regular basis and meets privately with the Head of
Internal Audit and the external auditor as necessary
and at least annually.
Details of the directors’ skills, experience and
qualifications can be found in the biographies on
pages 96 to 98. The Committee’s wide range of
financial and commercial skills and experience serves
to provide the necessary knowledge and ability to work
as an effective committee and to robustly challenge
the Board and senior management as and when
appropriate. The Committee as a whole has continued
to have competence relevant to the sector. Following
the recent additions to the Board it is the intention to
appoint an additional Non-Executive Director to the
Committee with relevant skills and experience. None of
the Committee’s members has a connection to RSM, the
external auditor.
Review of the Committee’s Effectiveness
During the year, the Committee’s performance was
assessed as part of the annual Board evaluation process.
This year’s assessment was conducted externally by
Clare Chalmers Limited and whilst the report was
positive there are suggested areas for improvement that
were identified, and these will be addressed in the year
ahead. Further details of this year’s evaluation can be
found on page 93.
The Committee continued to improve its governance
and annual planning cycle in the year and will continue
to build on this in FY25. The Committee Chairman
monitors and assesses the effectiveness of the
Committee regularly and invites input from the
external auditor on this.
Summary of Key Committee Activities
During the Year
Financial Reporting
Reviewed the annual report and interim financial
statements for consistency and tone.
Reviewed the going concern and viability statements.
Agreed the application of the key accounting
judgements and estimates and considered whether
the accounts are fair, balanced and understandable.
Reviewed the appropriateness and implementation
of the accounting policies.
Reviewed the appropriateness, application and
disclosure of Annual Performance Measures (APMs).
Reviewed material non-standard transactions.
Reported and made recommendations to the Board
on financial reporting matters.
Internal Control, Risk Management and Internal Audit
Provided oversight of the risk management systems.
Reviewed Frasers Group’s principal risks.
Considered risk reviews from business areas including
information security, tax, data protection, FCA
compliance and treasury.
Approved the Internal Audit plan, including
amendments to the plan during the year.
Reviewed the results of Internal Audit’s work and
proposed remediation plans.
Met with Internal Audit without management.
Assessed the effectiveness of the Internal
Audit function.
FRASERS GROUP PLC
ANNUAL REPORT 2024
122
External Audit
Reviewed the audit approach, scope and planning.
This included specific consideration of additional
scope as a result of recent acquisitions.
Reviewed audit findings and challenged
management on its views and actions to
address the findings.
Assessed external auditor effectiveness
and independence.
Approved the audit and non-audit fee policy
and fees.
Received auditor views on management
and controls.
Reported to the Board on the audit process, the
effectiveness of the external auditor, the results of the
external audit, and made a recommendation
to the Board on the reappointment of the
external auditor.
Governance and Other Matters
Reviewed reports and presentations from senior
management in other significant business areas such
as IT, cyber risk and data loss prevention, property,
ESG, credit risk, legal and taxation.
Considered regular updates on ESG matters,
including TCFD requirements, climate-related
risks and Code of Practice.
Reviewed fraud risk and mitigation.
Reviewed the adequacy and security of
whistleblowing processes and received regular
reports on matters reported.
Assessed Frasers Group’s compliance with the
UK Corporate Governance Code.
Financial Reporting
The Committee reviews the financial statements of
the Group, assesses whether suitable accounting
policies have been adopted and whether management
have made appropriate estimates and judgements.
In order to assist with this review, the Committee
requested that management present detailed papers
explaining and substantiating the basis for the Group’s
accounting policies, APMs and key areas of judgement
and estimation. These papers included a sensitivity
analysis on key estimates so that the potential impact
of these could be viewed in the context of the financial
statements as a whole.
The Committee also recognises the importance of the
views of the external auditor and consequently made
enquiries to ensure that suitably robust challenges
and audit procedures had been performed on these
judgements during the course of the audit. There were
no significant differences between management and the
external auditor.
Having reviewed management’s papers and considered
the procedures and findings of the external auditor,
the Committee is satisfied that the judgements are
reasonable, and that suitable accounting policies have
been adopted and disclosed in the accounts.
Significant Matters and Judgements for the Year
Ending 30 April 2024
The following areas of significance were all subject
to review and challenge by the Committee and were
discussed and addressed with our external auditor
throughout the external audit process.
FRASERS GROUP PLC
ANNUAL REPORT 2024
123
Areas of focus
Details of Committee review
Reference to
financial statements
Accounting treatment for
Matches – IFRS 3 Business
Combinations and IFRS 13
Fair Value Measurement
The Committee reviewed the fair value of assets recognised on acquisition including stock and
intangible assets, the classification of the business as a discontinued operation and impairment
considerations for the intangible assets acquired from the administrator.
The Committee is satisfied that the fair value uplift of £7.9m recognised in respect of acquired
inventory is reasonable in all material respects.
As part of the fair value approach management have recognised the subsequent purchase of the
intellectual property assets acquired out of administration by the Group for a consideration of £20m
prior to the balance sheet date. The Committee concurs with management that the £20m paid for
the brand and trademarks has been correctly treated as part of the IFRS 3 acquisition accounting.
Pages 218 to 219
Going concern and viability
The Committee reviewed management’s paper on going concern and viability and its conclusion
that the group is a going concern.
In making this assessment the following were taken into consideration:
FY25 budget and forecast 3-year projections up to FY27 (comprising of monthly income
statements, balance sheets and cash flow statements).
Critical assumptions underlying the budget and forecasts.
Sensitivity analysis for severe but plausible downside scenarios.
Analysis for mitigating factors to be applied to downside scenarios.
Availability of borrowing facilities (including review of covenants).
Ongoing litigation.
Macro-economic factors such as cost of living and inflationary impacts.
Page 86
Accounting for
strategic investments
The Group holds investments with a carrying value of £495.4m in a number of companies with
strategic importance.
For each investment held management have assessed whether they should be held as long-term
financial assets or associates. When making this assessment they take into account the following:
Representation on the board of directors.
Ability to participate in in decision making and strategic processes, including participating
in decisions about dividends or other distributions.
Any material transactions between the group and the investment companies
Any exchange of managerial personnel.
The Committee concurs with management those investments in Hugo Boss, Mulberry, ASOS,
N Brown, XXL, Currys, Boohoo and AO World are all considered to be long-term financial assets.
The Committee also concurs with management that those investments in X Channel Marketing
Limited, Four (Holdings) Limited, Kangol LLC and Tymit are all considered to be Associates.
Page 172
Impairment Allowance on
trade receivables in FGFS
– the appropriateness of
the removal of the post
model adjustment (and the
consideration of undrawn
credit limits)
Based on detailed reports and thorough discussions with management and the external auditors,
the Committee reviewed the basis and levels of provisions under IFRS 9 (having regard to the
application of IFRS 15).
The Committee is satisfied that the judgements made, and the sensitivities disclosed in the Annual
Report and Accounts are reasonable and appropriate.
Pages 179 to 180
Impairment of tangible fixed
assets – the appropriateness
of management’s judgements
around impairment indicators
and the assumptions used in
value in use calculations
Management have prepared a model to assess both the right of use assets for leasehold stores and
the associated property, plant and equipment and the remaining onerous lease provision for further
costs (in addition to rent) that are committed to on those stores as well as for those leases that are
outside the scope of IFRS 16. The Committee has challenged and considered the judgements and
estimates and is satisfied that they are reasonable.
The Committee has reviewed with management and the external auditors the IFRS 16 impairments,
onerous lease reversals, freehold impairments and freehold impairment reversals.
Pages 176 to 178
Investment properties -
the appropriateness of the
change in the valuation basis
from the cost model to the
fair value model and the
completeness of disclosures
around the change in
accounting policy
The Committee has reviewed management’s paper on the classification of freehold property with
third-party tenants between Investment Property and Property, Plant and Equipment (PPE) and has
discussed this with the external auditors. This is important bearing in mind that the Group’s change
in accounting policy adopted during FY24 such that investment property is held at Fair Value and
PPE at historic cost such that the classification and treatment could alter the value at which assets
are held and whether gains are recognised. Management considers that mixed use property cannot
be apportioned between Investment Property and PPE on the basis that portions of the property
with different uses could not be separately disposed of via either a sale or under a finance lease.
The Committee concurs with management’s judgement and considers the disclosures around the
change in policy to be complete and understandable.
Page 168
FRASERS GROUP PLC
ANNUAL REPORT 2024
124
Going Concern and Viability Statement
The Committee reviewed the appropriateness of
preparing the accounts on a going concern basis and
the viability assessment of the business. To inform the
assessment of these, the Committee:
Received a presentation from management
which sets out the Group’s financial position and
performance, its three-year cash projections and the
Group’s available borrowing facilities and covenants.
Reviewed the process behind the preparation of the
cash projections, assessing the completeness of the
inputs and the appropriateness of key assumptions
made by management.
Reviewed the stress tests and reverse stress tests
prepared by management. The stress tests included
the possible cash impact of a ‘Black Swan’ event such
as the temporary closure of all the warehouses and
retail stores.
Took into account recent updates it had received on
the Group’s principal and emerging risks.
Noted that the Group had generated significant cash
in the year, which had enabled it to fund acquisitions
and continue its share buyback activity. Furthermore,
the Group continued to have access to significant
cash levers which it could utilise if required to support
the viability of the business.
Received an update from management setting out
how it was managing its cash and net debt.
Further details of the scenario testing, including the
cash levers available to the business, are provided in the
Viability Statement on pages 86 to 87.
Based on these procedures, the Committee approved
the disclosures in relation to both the going concern and
viability assessment and recommended to the Board
the preparation of the financial statements on a going
concern basis.
Fair, Balanced and Understandable
In July 2024, the Committee reviewed the Annual
Report and Accounts. The Committee concluded that
the Annual Report and Accounts taken as a whole
are fair, balanced and understandable and provide
the information necessary for shareholders to assess
Frasers Group’s position, performance, business model
and strategy. It also considered the TCFD (pages 57
to 64) and the potential impact on forward-looking
assumptions supporting going concern and viability
assessments. In reaching its conclusion, the Committee
considers the Annual Report and Accounts in line with
the following approach:
Management accounts and KPIs are considered
at Board meetings to ensure that the business
performance is appropriately assessed, reported and
understood.
The reporting is led by a small team of senior
management which coordinates the input into the
Annual Report. Senior management reviews the
Report as a whole to ensure that the information
presented is accurate and the narrative is consistent
with the facts.
The Committee reviews the Annual Report during
the drafting process and receives regular updates on
progress. Facilitating input at an early stage means
there is adequate time for review and amendments.
The Internal Audit function undertakes a
thorough review process, verifying information within
the Report.
The Committee receives a report from management
on the steps it has taken to ensure that the report is
fair, balanced and understandable. The Committee
discusses this with management and challenges any
significant judgements or estimates made, as well as
the use of any APMs.
The Committee considers the views of the external
auditor and recommends the Annual Report and
Accounts to the Board for approval.
FRASERS GROUP PLC
ANNUAL REPORT 2024
125
Risk Management, Internal Control and
Internal Audit
Risk management
While the Board retains ultimate responsibility for
risk management, the Committee reviews the overall
effectiveness of risk management within the business on
a regular basis and at least annually. At each meeting
during the year the Committee received presentations
from management detailing risks and risk management
in serious areas of the business. More information about
the Committee’s risk oversight during the year can be
found below.
Further details regarding Frasers Group’s risk framework
and approach to risk management, together with details
of the principal risks and risk assessment can be found
on pages 68 to 85.
The Committee’s Risk Management
Activities During the Year
IT Systems, Cyber Security and Data Privacy
The Committee received progress reports on IT
control observations made by the external auditor
during the 2023 audit.
At every meeting the Committee received updates
from the Information Security Manager on IT
ransomware defence and recovery work.
Management presented to the Committee on
work being done to enhance information security
processes and procedures.
The Committee reviewed information security and
data privacy (GDPR) key risk indicator and key
controls dashboards and enhancement plans.
The Committee reviewed the results of a cyber
security penetration test, which ran over the course of
four weeks.
Consumer Credit
During the year the Committee received regular
briefings on the Financial Services business, including
reporting on the financial outlook, work on new
customer management scorecards and affordability
assessments and updates on credit account fraud.
The Committee received regular updates on
payment and default rates, bad debt and arrears,
and whether the macroeconomic uncertainty had
been appropriately considered.
Other Risk Activities
The Committee also:
Reviewed the key current and emerging risks
(including ESG risks) together with associated
controls and mitigating factors.
Considered management’s assessment of inherent
and residual risks, and challenged assumptions
and methodology to ensure these are appropriate
and robust.
Reported to the Board on its evaluation of the
effectiveness of the Group’s systems of internal
control and risk management, informed by the
reports from Internal Audit and RSM.
Received regular updates on fraud prevention and
detection activity and reviewed the oversight and
governance framework in place.
Received updates on material legal matters.
Received regular updates from the operations team
on key projects, such as the implementation of the
new accounting system.
Internal Audit
The Internal Audit function is an integral feature of the
Group’s control framework. The work undertaken by
the team provides invaluable insight into the practices,
processes, systems and controls of the business. As such
the internal audit plan is approved by the Committee
annually, and the Head of Internal Audit provides a
detailed update to the Committee at each meeting.
This update provides insight into the results of audits.
Including proposed improvement plans where relevant.
The Committee has oversight of the Internal Audit
functions resource, experience and expertise. The
Committee as a whole and the Committee Chair
each meet with the Head of Internal Audit without
management present on a regular basis to allow for an
open discussion. The Committee is satisfied that the
Internal Audit function continued to perform effectively
during the year.
FRASERS GROUP PLC
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126
External Audit
The Committee is responsible for recommending to the
Board the appointment, reappointment, remuneration
and removal of the external auditor. A resolution to
propose the reappointment of RSM was approved by
the shareholders at the 2023 AGM. When considering
whether to recommend the reappointment of the
external auditor the Committee considers a range of
factors, including the effectiveness of the external audit,
the period since the last audit tender was conducted,
and the ongoing independence of the external auditor.
Independence and Objectivity
RSM conducted its first audit of the Frasers Group’s
financial statements in 2020 following a competitive
tender process. The Committee will conduct an audit
services tender at least every ten years to ensure that the
independence of the external auditor is safeguarded. It is
currently expected that the next tender process will take
place in 2028 for audit services to begin in the year 2030.
When considering the appropriate time to conduct
the audit tender, the Committee takes into account
the benefit of an incumbent firm with deep knowledge
of the Group’s operations enabling an efficient and
high-quality audit, the independence and objectivity of
the appointed auditor and audit partner and the results
of the assessment of audit effectiveness. The Committee
currently believes that it is in the best interests of the
shareholders of Frasers Group to conduct a tender
process in 2028.
Alastair Nuttall was appointed as the new Lead Audit
Partner for the 2023/24 audit and has just completed
his first year of the maximum term of five annual
audit cycles.
RSM has reported to the Committee that, in its
professional judgement, it is independent within the
meaning of the 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 by considering, amongst other things, the
length of tenure of the audit firm and the audit partner,
the value of non-audit fees provided by the external
auditor, the relationship with the auditor as a whole, and
management responses to the independence questions
in the questionnaire conducted at the end of the audit
process. It also considers the auditor’s own assessment
of its independence. The Committee is satisfied that
RSM meets the required standard of independence to
safeguard the objectivity and integrity of the audit.
The Committee confirms its compliance with the
provisions of The Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 for financial year ending
30 April 2024.
Non-audit Work Carried Out by the External Auditor
In accordance with the FRC’s Ethical Standard and in
order to maintain the continued independence and
objectivity of the Group’s external auditor, Frasers
Group has a policy governing the provision of non-audit
services by the external auditor.
The Committee’s approval is required in advance
of any non-audit services to be provided by the
external auditor.
In any one year the aggregate non-audit fees will not
exceed 25% of the annual audit fee.
Over a rolling three-year period, non-audit fees are
limited to 25% of the average audit fee paid in the
previous three years.
Only permitted non-audit services may be provided
by the external auditor.
The policy was reviewed in July 2024 and deemed to
remain appropriate. The Committee reviews RSM’s audit
and non-audit fees at least once a year.
In the current year, the non-audit fees did not exceed the
limit set out in the policy. During the year, RSM’s audit
fee amounted to £3.0m (2023: £3.1m)
Effectiveness
It is the Committee’s responsibility to assess the
effectiveness of the external audit. The Committee kept
the effectiveness of the external audit under continuous
review throughout the year. It did this through:
Reviewing audit plans in the early planning stages
and discussing audit planning, audit quality, fees,
accounting policies, audit findings and internal
control with RSM.
Reviewing the findings from the FRC’s annual
audit inspection, particularly in relation to the
audit of retail companies.
Reviewing RSM’s report on its own internal
quality procedures.
Attendance by the Committee Chair at the
audit close meeting.
Considering the manner in which the audit was
conducted and the audit areas in which most
time was spent.
Reviewing the results of a report from management
on their experience with the external auditor in
respect of areas such as audit strategy, professional
scepticism, technical strength, communication
and planning.
Considering the areas in which RSM had challenged
management’s assumptions in key areas of
judgement and the number and nature of the
accounting and control observations raised by
the auditor.
FRASERS GROUP PLC
ANNUAL REPORT 2024
127
The Committee Chair had a regular dialogue with the
external auditor and management to ensure that he was
fully aware of:
The issues that arose during the audit and
their resolution.
The level of errors identified during the audit.
The interaction between management and the
external auditor.
The views of the external auditor’s technical
specialists and Frasers Group’s subject area experts.
The external auditor attended all of this year’s
Audit Committee meetings.
Based on these reviews, the Committee concluded
that RSM had applied appropriately robust challenge
and professional scepticism throughout the audit, that
it possessed the skills and experience required to fulfil
its duties effectively and efficiently and that the audit
was effective.
Having reviewed the auditor’s independence and
objectivity, the audit quality and the auditor’s
performance, the Committee was satisfied with RSM’s
independence and objectivity and recommended its
reappointment for the year ending {30 April 2025}.
A resolution to reappoint RSM and give authority to
the Committee to determine its remuneration will be
submitted to the shareholders at the 2024 AGM.
Other Matters
ESG
ESG is a standard item on the Audit Committee’s
agenda and during the year the Committee:
Received the proposed TCFD disclosures.
Received updates on new regulatory developments
as well as significant environmental initiatives within
the business.
Received presentations from the ESG team which
works with Frasers Group’s suppliers worldwide
to uphold and improve labour standards in our
supply chain.
Received updates from the ESG team on product
legislation and sustainability.
Whistleblowing
The Company’s whistleblowing procedures have recently
been reviewed to ensure that employees, suppliers and
other third parties are able to raise concerns about
possible improprieties on a confidential basis. Concerns
will be able to be raised via telephone or online directly
to Frasers Group or to an independently provided
third-party service. The policy also provides for concerns
to be reported directly to the Committee Chair.
In the current year, the Committee will receive updates
at every meeting of reported issues, investigation details
and follow-up actions.
Richard Bottomley
Chair of the Audit Committee and Senior Independent
Non-Executive Director
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
128
DIRECTORS’ REPORT
The Directors of Frasers Group Plc present their Annual
Report and Accounts for the period ended 28 April 2024.
The Group’s Corporate Governance Statement is set out
on page 89 and forms part of the Directors’ Report.
Principal Activities and Business Review
The Chief Executive’s Report and Business Review on
pages 20 to 23 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
pages 71 to 85. The financial position of the Group, its
cash flow, liquidity position and borrowing facilities
are described in the Financial Review on pages 29 to
33. The Strategic Report from pages 10 to 85 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;
• operation of gyms;
offering UK customers a flexible
repayment proposition;
property investment and management activities;
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.
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 52 weeks ended 28 April 2024 was
£5,537.7m and profit before tax was £507.0m compared
with £5,586.0m and £638.0m 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 29 respectively.
The Board has decided not to propose a dividend in
relation to FY24 (FY23: £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. This
position is kept under review.
Share Capital and Control
As at 17 July 2024 and the period end, there were
640,602,369 ordinary shares of 10p in issue and fully
paid, of which 190,286,334 were held in treasury (at
both dates).
Further information regarding the Group’s issued share
capital can be found in note [25]. Details of our share
schemes are also set out in note [25].
There are no specific restrictions on the transfer of
shares, which are governed both by the general
provisions of the Articles of Association and prevailing
legislation.
The Directors are not aware of any agreements
between holders of the Company’s shares that may
result in restrictions on the transfer of securities or on
voting rights.
Authority to Issue Shares
The Directors were authorised to allot shares in the
capital of the Group up to an aggregate nominal
amount of £15,246,683 (being approx. one third of the
then issued share capital) for the period expiring at the
end of the 2024 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 £30,493,365, in connection with a
rights issue.
FRASERS GROUP PLC
ANNUAL REPORT 2024
129
An authority to allot shares up to a maximum nominal
value of £2,287,002 (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 £2,287,002 (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 68,564,332, representing
14.99% of the Company’s issued ordinary share capital
at the 2023 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 28 April 2024, the Company
purchased 17,159,309 ordinary shares under the Share
buyback programmes that commenced on 20 June
2023, 31 July 2023, 21 September 2023, 7 November 2023
and 12 February 2024. The nominal value of each of the
shares purchased was 10p for a total consideration of
£126.4m (2.7% 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.
As at 28 April 2024, 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)
330,069,000
73.30%
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 (67.40% of the issued
ordinary share capital of the Company) and 26,561,540 ordinary shares (5.90%) of the
issued ordinary share capital of the Company) respectively.
(2) These figures are as at 25 May 2023, 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.
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
FRASERS GROUP PLC
ANNUAL REPORT 2024
130
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 102.
The Fearless 1000 share scheme remains in place
and is due to benefit colleagues in 2025, should the
parameters of that scheme be met.
Colleague Involvement
The Group currently has over 30,000 colleagues in its
stores, offices and warehouses.
The workforce is notified of announcements and major
changes in the business via the Company intranet,
Company emails, MS Teams and social media. We
continue to build on our monthly newsletters and
bi-annual webinars from leadership, keeping all
colleagues informed of what is happening across
the business.
The Company’s Workers’ Representative, Cally
Price, attends all Board meetings in her capacity
as Non-Executive Workforce Director and provides
feedback from employees to the Board. During FY23, the
“Ask Cally” app was launched and allows any employee
to submit a question or raise an issue directly with Cally
and receive a personal response.
In May 2023, the first interactive CEO session took place.
Michael Murray shared his insights and experiences
with employees who also had an opportunity to share
their career goals and future ideas for the business
with Michael. At the CEO session held in October 2023,
employees from Austria, Belgium, Poland and the UK
were in attendance to chat with Michael about Frasers’
strategy and future plans and share their ideas and
current challenges. We remain dedicated to the
growth of our employees with further CEO sessions
planned for FY25.
Our monthly nominations for ‘Frasers Champion’ provide
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 105 colleagues
were ‘Frasers Champions’ in the year.
In September 2022, we hosted the first Frasers Festival to
celebrate the business’ 40-year anniversary. This brought
together 1,500 of our top performing colleagues and
brand partners for a day of assault courses, interactive
brand pop-ups and live entertainment.
The Frasers Festival returned in May 2024. Featuring next
level fitness challenges, guest speakers from the world’s
biggest brands, legendary athletes, a mega brand
village and an epic music line-up, it was our biggest
celebration yet for our partners, industry leaders, and top
performing employees.
We launched our first engagement survey to all
colleagues across the Frasers Group in October 2022,
providing us with valuable insight into what we are doing
well as an employer and what our employees would like
to see us work to improve. Another survey
will be conducted in FY25.
More 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 from pages 46 to 53
of the People section.
Diversity and Equal Opportunities
The Group’s recruitment policy is to match the
capabilities and talents of each applicant to the
appropriate job. Factors such as gender, race, religion or
belief, sexual orientation, age, disability or ethnic origin
are ignored, and decisions are made with regard to
candidates irrespective of these factors. Discrimination
in any form is not tolerated within the Group.
Applications for employment by persons with any
disability are given full and fair consideration for all
vacancies and are assessed in accordance with their
particular skills and abilities.
The Group endeavours to meet its responsibilities
towards the training and employment of disabled
people, and to ensure that training, career development
and promotion opportunities are available to all.
The Group makes every effort to provide continuity
of employment when our people become disabled.
Attempts are made in every circumstance to provide
FRASERS GROUP PLC
ANNUAL REPORT 2024
131
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 from page 49.
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 continues
to invest 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, and we work with them to agree on the
specific pieces which we sell in-store.
Charitable And Political Donations
During the year, the Group made charitable donations
of £10.0k (2023: £6.0k) in the UK. No political donations
were made (2023: 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 pages 96 to 98.
On 26 February 2024, Helen Wright, Global CEO,
Sergio Rossi, was appointed as a Non-Executive Director
to the Board, bringing with her significant experience
of global luxury brands. Helen is joined by Executive
Directors David Al-Mudallal, Chief Operating Officer
and Ger Wright, Managing Director, Sports, who have
both been instrumental in driving the execution of our
strategy to date.
We have now welcomed Sir Jonathan Thompson, former
CEO, Financial Reporting Council as Non-Executive
Director to the Board during FY25. Jon’s expertise in
corporate governance and major project management
will be fundamental to our future success as we continue
to elevate and grow our business.
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 appointment or reappointment
as appropriate.
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 28
April 2024, and at the date of this Report, are shown in
the Directors’ Remuneration Report on pages 102 to 120.
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 Company’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 FY24 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. 5.90% and 67.40% respectively
of the issued share capital of the Company (excluding
treasury shares) as at 28 April 2024. This agreement is
described in the Directors’ Report on page 130.
FRASERS GROUP PLC
ANNUAL REPORT 2024
132
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 28 April 2024 nor for the period
ended 30 April 2023.
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
Pages 102 to 103
(6) Waiver of future emoluments by
a Director
Pages 102 to 103
(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 130
(12) Shareholder waivers of dividends
Page 133
(13) Shareholder waivers of future
dividends
N/A
(14) Agreements with controlling
shareholders
Page 130
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 2026 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
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 £575m to £625m during FY25. 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 2024
133
Accountability and Audit
A statement by the External Auditor can be found on
page 136 detailing its reporting responsibilities. The
Directors fulfil their responsibilities, and these are set out
in the Directors’ Responsibilities Statement on page 135.
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 64.
By Order of the Board
Robert Palmer
Company Secretary
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
134
DIRECTORS’ RESPONSIBILITY
STATEMENT
The Directors are responsible for preparing the Strategic
Report, the Directors’ Report, the Directors’ Remuneration
Report 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 and;
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 96 to 98 confirms 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
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
135
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 28 April 2024 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 28 April 2024 and of the group’s profit for
the period then ended;
the group financial statements have been properly
prepared in accordance with UK-adopted
International Accounting Standards;
the parent company financial statements have
been properly prepared in accordance with
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.
Summary of Our Audit Approach
Key audit matters
Group
Valuation of inventory
Impairment of property
related assets
Accounting for
MatchesFashion (Event
Driven)
No key audit matters were
identified for the Parent
Company.
Materiality
Group
Overall materiality: £21.3m
(2023: £15.3m)
Performance materiality:
£13.8m (2023: £10m)
Parent Company
Overall materiality: £19.4m
(2023: £14.5m)
Performance materiality:
£12.6m (2023: £9.4m)
Scope
Our full scope and specified
audit procedures covered 89% of
revenue, 90% of total assets and
80% of adjusted profit before tax.
FRASERS GROUP PLC
ANNUAL REPORT 2024
136
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 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.
Valuation of inventory
Key audit matter description
At 28 April 2024, the Group Consolidated Balance Sheet records inventory of £1,355.3m (2023: £1,464.9m).
This amount is net of an inventory provision of £192m (2023: £220.6m).
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.
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 and inventory obsolescence.
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
Our audit work in relation to inventory valuation included:
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.
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.
Our alternative model included:
Forming an assessment, based on discussions with management and available market data, to reflect the
expected impact of current macro-economic factors. 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.
We used our model to estimate a range of provision levels under different scenarios we considered appropriate and
supportable. We then used these estimates to assess management’s provision.
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 2024
137
Impairment of property related assets held as Property, Plant and Equipment (PPE)
Key audit matter description
As a result of changing macro-economic factors, reduction in consumer disposable income and changing patterns
of retail consumer behaviour in certain geographies and particularly in relation to physical stores, the Group
identified that for some stores there were indications of impairment in relation to freehold property interests, right of
use assets and related fixtures and fittings (“property related assets”). The Group also identified certain stores where
there were indicators that previous impairments should be reversed.
As required by IAS 36 (Impairment of Assets) the Group has performed an impairment review of assets for which
there was either an impairment trigger or indicator of reversal of impairment. As a result of this review, impairments
(net of reversals) in relation to PPE of £14.5m (2023: £99.4m) 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 what constitutes an impairment trigger or indication of an impairment reversal, 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. There is also
a judgement as to whether assets should be excluded from the impairment assessment due to the stores being new
and therefore not yet reached maturity such that it is not yet appropriate to assess them for impairment.
The values derived in the impairment assessment are compared to the net book value of the related assets to
determine whether an impairment is required. In making this assessment management determined each property or
store to be a cash generating unit (CGU). In respect of reversals the value in use is compared with the historical cost
net book value that would have existed if the impairment had not been made.
The value in use calculations require management to make a range of assumptions regarding future cashflows
including, the long term growth rate in like for like sales, an assessment of the propensity for customers to switch to
online purchases, future changes in margins, the determination of an appropriate discount rate and an assessment
of the likely impact of inflation and 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 held as PPE 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 assessed each store for impairment triggers or indicators
of reversal of impairments, how they performed their impairment testing 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 and impairment reversals
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:
Assessing the mathematical accuracy of management’s impairment calculations and the metrics applied
to identify indicators of impairment.
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.
Challenging whether we considered management’s impairment triggers and indicators of impairment
reversals were appropriate.
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, had recently been acquired or had not yet reached maturity.
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 2024
138
Accounting for MatchesFashion (Event Driven)
Key audit matter description
In December 2023, the Group acquired Matchesfashion Limited (“Matches”) for consideration of £51.9m, which
predominantly related to the value of the assigned debt. The acquisition has been accounted for in accordance
with the requirements of IFRS3 ‘Business Combinations’.
Administrators were appointed to Matches on 8 March 2024 and the Group lost control of the subsidiary in
accordance with the requirements of IFRS10 ‘Consolidated Financial Statements’. Matches has been presented
as a Discontinued Operation inline with the requirements of IFRS5 ‘Non-current Assets Held for Sale and
Discontinued Operations’.
The Group has subsequently acquired certain intellectual property assets out of administration and is required
to assess whether the carrying value of these assets is recoverable in accordance with the requirements of IAS36
‘Impairment of Assets’.
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.
The recoverability of the resulting carrying value of intellectual property assets acquired from the
Administrators of Matches when assessing the requirements of IAS36 ‘Impairment of Assets’.
The presentation and disclosure provided in the financial statements in relation to these events.
We therefore identified the accounting for Matches as a key audit matter with respect to the accuracy, valuation
and presentation and classification of the relevant transactions.
How the matter was addressed in
the audit
Our audit work in relation to the initial 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.
Critically challenging management’s judgements and estimates in relation to fair value adjustments of
the acquired inventory and separately identifiable intangible assets.
With respect to the intellectual property assets acquired from the Administrators we critically challenged whether
the carrying value of these assets were recoverable with reference to the requirements of IAS 36.
We also considered whether the financial statement disclosures in relation to the acquisition and subsequent
transactions were appropriate.
Key observations
Based on the procedures performed we consider that the Group’s accounting for the business combination,
the subsequent transactions and related disclosures are appropriate.
FRASERS GROUP PLC
ANNUAL REPORT 2024
139
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 as follows:
Group
Parent company
Overall materiality
£21.3m (2023: £15.3m)
£19.4m (2023: £14.5m)
Basis for determining overall materiality
5% of normalised profit before tax
(FY23: 5% of normalised profit before tax)
Materiality for the Parent company as a whole was
set at 1% of total assets.
(2023: 1% of total assets)
Rationale for benchmark applied
Materiality for the Group financial statements
as a whole was set at £21.3m (2023: £15.3m).
The metric used to determine materiality was
normalised profit before tax, by adjusting for
certain items which do not, in our judgement,
represent the normal continuing operations
of the group.
The group materiality is equivalent to 4.2% (2023:
2.3%) of statutory profit before tax and 3.9% (2023:
3.2%) of adjusted profit before tax.
The Parent Company does not trade and
therefore total assets is considered to be the most
appropriate benchmark.
Performance materiality
£13.8m (2023: £10m)
£12.6m (2023: £9.4m)
Basis for determining performance materiality
65% of overall materiality
(2023: 65% of overall materiality)
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.
65% of overall materiality
(2023: 65% of overall materiality)
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.
Reporting of misstatements to the
Audit Committee
Misstatements in excess of £1m (2023: £0.8m) and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
Misstatements in excess of £0.9m (2023: £0.7m) and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
FRASERS GROUP PLC
ANNUAL REPORT 2024
140
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 full-scope or specified audit procedures were
undertaken based on their relative materiality to the
Group, and our assessment of the audit risk.
For 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
by the RSM UK team 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 which contains the majority of the
group’s property assets and GAME Retail Limited.
In relation to the in scope overseas components in
Spain, Baltics (comprises of businesses in Lativia,
Estonia and Lithuania), Belgium, Austria, 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 Frasers Group Financial Services
Limited, component auditors were engaged to
perform specified audit procedures over the credit
customer receivables and the associated expected
credit loss provision.
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.
The Group team visited three component locations
in the UK and attended video conference calls and
performed remote file reviews for components in
Austria, Belgium, Baltics, Denmark, Ireland, Spain 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.
We also performed specified procedures at a further
nine components, primarily in relation to revenue,
property, plant and equipment and related parties.
The extent of our testing on these components was
based on our assessment of the risks of material
misstatement and the materiality of the Group’s
operations at these components.
The operations that were subject to full-scope audit
procedures made up 81% of Group revenues, 76%
of the Group’s total assets and 74% of the Group’s
adjusted profit before tax.
The operations that were subject to specified
procedures made up 8% of Group revenues, 14%
of the Group’s total assets and 6% of the Group’s
adjusted 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 Income Statement
and the Balance Sheet of the relevant components.
Analytical review procedures performed over these
components represented 11% Group revenues, 10%
of the Group’s total assets and 20% of the Group’s
adjusted profit before tax.
The coverage achieved by our audit procedures was:
Revenue
Total Assets
Profit Before Tax
7
6
%
8
1
%
7
4
%
8
%
1
4
%
6
%
1
1
%
1
0
%
2
0
%
FRASERS GROUP PLC
ANNUAL REPORT 2024
141
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 the Company’s financial
statements and obtained an understanding of how
management identifies and responds to climate-
related risks. Further information on management’s risk
assessment, progress and commitments is provided in
the Group’s climate-related risk disclosures on pages
57 to 64 of the annual report.
We performed risk assessment procedures, 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 climate-
related risk disclosures on pages 57 to 64 of the
annual report and in doing so have considered whether
those disclosures are materially inconsistent with the
financial statements or our knowledge obtained during
the course of the audit, or otherwise appear to be
materially misstated.
We have not been engaged to provide assurance over
the accuracy of the climate-related risk disclosures set
out on pages 57 to 64 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 28 April 2024 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.
Reviewing any significant events subsequent to the
balance sheet date impacting liquidity and assessing
the impact on available cash headroom.
Evaluating the Group’s disclosures on going concern
against the requirements of IAS 1 ‘Presentation of
Financial Statements’.
FRASERS GROUP PLC
ANNUAL REPORT 2024
142
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 entity reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the directors’ statement in the financial statements
about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
Other Information
The other information comprises the information
included in the annual report 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 year 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.
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.
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 2024
143
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 133;
Directors’ explanation as to their assessment of
the group’s prospects, the period this assessment
covers and why the period is appropriate set out
from pages 86 to 87;
Directors’ 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 133;
Directors’ statement on fair, balanced and
understandable set out on page 125;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on pages 68 to 69;
Section of the annual report that describes the review
of effectiveness of risk management and internal
control systems set out on page 95; and,
Section describing the work of the audit committee
set out on page 121.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities
statement set out on page 135, the directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the group’s and the
parent company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the directors either intend to liquidate
the group or the parent company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of
the Financial Statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
The Extent to Which the Audit was
Considered Capable of Detecting
Irregularities, Including Fraud
Irregularities are instances of non-compliance with
laws and regulations. The objectives of our audit
are to obtain sufficient appropriate audit evidence
regarding compliance with laws and regulations that
have a direct effect on the determination of material
amounts and disclosures in the financial statements, to
perform audit procedures to help identify instances of
non-compliance with other laws and regulations that
may have a material effect on the financial statements,
and to respond appropriately to identified or suspected
non-compliance with laws and regulations identified
during the audit.
In relation to fraud, the objectives of our audit are to
identify and assess the risk of material misstatement of
the financial statements due to fraud, to obtain sufficient
appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud through
designing and implementing appropriate responses and
to respond appropriately to fraud or suspected fraud
identified during the audit.
However, it is the primary responsibility of management,
with the oversight of those charged with governance,
to ensure that the entity’s operations are conducted in
accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
FRASERS GROUP PLC
ANNUAL REPORT 2024
144
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;
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 overall
control environment.
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.
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, undisclosed related party transactions 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, Companies Act 2006, Financial Conduct
Authority regulations, including the Listing Rules
and tax legislation.
In addition, the Group is subject to other laws and
regulations which do not have a direct effect on the
financial statements but compliance with which may be
fundamental to the Group’s ability to operate or to avoid
material penalties. We identified the following areas as
those most likely to have such an effect: competition
and anti-bribery laws, data protection, employment,
environmental and health and safety regulations.
In response to the above, audit procedures performed by
the audit engagement team included:
reviewing financial statement disclosures and
testing to supporting documentation to assess
compliance with provisions of relevant laws and
regulations described as having a direct effect on
the financial statements;
enquiring of management, the Audit Committee
and in-house legal counsel concerning actual and
potential litigation and claims;
reading minutes of meetings of those charged with
governance, reviewing internal audit reports and
correspondence with HMRC and the group’s external
tax advisors.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
145
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 5 years, covering the periods ending
26 April 2020 to 28 April 2024.
We identified during our audit, that indirect tax services
between 7 February 2023 and 30 September 2023, had
been provided by a network firm to a newly acquired
subsidiary of Frasers Group Plc. These services are
prohibited by the FRC’s Revised Ethical Standard 2019
and were terminated as soon as they were identified.
We have reassessed our independence and concluded
that it was not compromised due to the financial
significance of the entity to the group, the assessed risk
of material misstatement and the quantum of fee that
totalled $750 Australian Dollars.
The inadvertent breach was also discussed with
the audit committee who also concluded that our
independence was not compromised.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company, with the exception of the services described
above, 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.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rules, these
financial statements form part of the Annual Financial
Report prepared in Extensible Hypertext Markup
Language (XHTML) format and filed on the National
Storage Mechanism of the UK FCA. This auditor’s report
provides no assurance over whether the annual financial
report has been prepared in XHTML format.
Alastair John Richard Nuttall (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP,
Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
United Kingdom
17 July 2024
FRASERS GROUP PLC
ANNUAL REPORT 2024
146
CONSOLIDATED
INCOME STATEMENT
For the 52 weeks ended 28 April 2024
Note
Total
52 weeks ended
28 April 2024
Total
53 weeks ended 30
April 2023 (restated)
(1)
(£’m)
(£’m)
CONTINUING OPERATIONS
Revenue
5,426.7
5,461.0
Credit account interest
111.0
125.0
Total revenue (including credit account interest)
4
5,537.7
5,586.0
Cost of sales
(3,121.9)
(3,175.5)
Impairment losses on credit customer receivables
23
(20.6)
(15.5)
Gross profit
4
2,395.2
2,395.0
Selling, distribution and administrative expenses
(1,886.0)
(1,957.8)
Other operating income
5
10.9
11.7
Property related impairments
17, 18
(14.5)
(99.6)
Exceptional items
6
-
97.1
Profit on sale of properties
7
3.5
95.4
Fair value adjustment to investment properties
18
11.5
(6.5)
Operating profit
4,8
520.6
535.3
Gain on sale of subsidiaries
16
25.0
17.6
Investment income
10
78.4
112.6
Investment costs
11
(68.9)
(4.6)
Finance income
12
43.4
46.1
Finance costs
13
(91.5)
(69.0)
Profit before taxation
4
507.0
638.0
Taxation
14
(107.9)
(159.3)
Profit after taxation from continuing operations
399.1
478.7
DISCONTINUED OPERATIONS
Result from discontinued operation, net of tax
16
(12.5)
26.3
Profit for the period
386.6
505.0
ATTRIBUTABLE TO:
Equity holders of the Group
380.8
491.7
Non-controlling interests
5.8
13.3
Profit for the period
386.6
505.0
Pence per share
Pence per share
Basic earnings per share – Continuing operations
15
89.7
101.2
Basic earnings per share – Discontinued operations
15
(2.9)
5.7
Basic earnings per share – Total
15
86.8
106.9
Diluted earnings per share – Continuing operations
15
89.7
101.2
Diluted earnings per share – Discontinued operations
15
(2.9)
5.7
Diluted earnings per share - Total
15
86.8
106.9
(1) Restated to reflect the change in presentation of discontinued operations into a single line, accounting policy regarding the valuation of investment property and reclassification of
rental income. Please refer to note 1 for further details.
Discontinued operations relate to MATCHES in the current year and the Group’s US retail businesses which were
disposed of in the prior year. See note 16.
The accompanying accounting policies and notes form part of these financial statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
147
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the 52 weeks ended 28 April 2024
Note
52 weeks ended
28 April 2024
53 weeks ended
30 April 2023
(restated)
(1)
(£’m)
(£’m)
Profit for the period
386.6
505.0
OTHER COMPREHENSIVE (LOSS)/INCOME
ITEMS THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Fair value movement on long-term financial assets
21
(43.7)
9.9
Remeasurements of defined benefit pension scheme
37
0.4
(0.5)
Fair value adjustment in respect of properties transferred to investment property
1.2
-
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Exchange differences on translation of foreign operations
26
(21.7)
13.4
Foreign exchange impact of disposal of discontinued operations
26
-
(1.6)
Fair value movement on hedged contracts - recognised in the period
26,30
25.5
6.5
Fair value movement on hedged contracts – recognised time value of options
26,30
(0.7)
0.7
Fair value movement on hedged contracts - reclassified and reported in sales
26,30
(6.1)
(24.6)
Fair value movement on hedged contracts - reclassified and reported in inventory/cost of sales
26,30
(8.1)
(38.5)
Fair value movement on hedged contracts - taxation taken to reserves
26,30
(2.9)
14.6
OTHER COMPREHENSIVE LOSS FOR THE PERIOD, NET OF TAX
(56.1)
(20.1)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
330.5
484.9
Continuing operations
343.0
460.2
Discontinued operations
(12.5)
24.7
330.5
484.9
ATTRIBUTABLE TO:
Equity holders of the Group
324.7
471.6
Non-controlling interest
5.8
13.3
330.5
484.9
(1) Restated to reflect the change in accounting policy regarding the valuation of investment property and reclassification of rental income. Please refer to note 1 for further details.
The accompanying accounting policies and notes form part of these financial statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
148
CONSOLIDATED BALANCE SHEET
As at 28 April 2024
Company number: 06035106
Note
28 April 2024
30 April 2023
(restated)
(1)
24 April 2022
(restated)
(1)
(£’m)
(£’m)
(£’m)
ASSETS - NON CURRENT
Property, plant and equipment
17
962.6
1,132.0
1,011.0
Investment properties
18
350.5
160.0
95.5
Intangible assets
19
42.2
24.1
120.6
Long-term financial assets
21
495.4
289.6
206.6
Investment in associate undertakings
20
18.0
16.9
-
Retirement benefit surplus
37
0.6
0.8
2.2
Deferred tax assets
28
109.6
82.1
100.8
1,978.9
1,705.5
1,536.7
ASSETS - CURRENT
Inventories
22
1,355.3
1,464.9
1,277.6
Trade and other receivables
23
674.9
720.1
841.4
Derivative financial assets
30
87.2
79.3
116.5
Cash and cash equivalents
24
358.6
332.9
336.8
2,476.0
2,597.2
2,572.3
Assets in disposal groups classified as held for sale
16
-
-
40.0
TOTAL ASSETS
4,454.9
4,302.7
4,149.0
LIABILITIES - NON CURRENT
Lease liabilities
27
(533.8)
(560.3)
(503.6)
Borrowings
27
(806.2)
(749.7)
(827.9)
Retirement benefit obligations
(1.8)
(1.7)
(1.6)
Deferred tax liabilities
28
(27.5)
(15.7)
(40.4)
Provisions
29
(247.8)
(290.2)
(433.0)
(1,617.1)
(1,617.6)
(1,806.5)
LIABILITIES - CURRENT
Derivative financial liabilities
30
(62.8)
(66.5)
(107.2)
Trade and other payables
31
(683.9)
(711.9)
(729.8)
Lease liabilities
27
(112.5)
(119.6)
(117.0)
Provisions
29
(11.2)
(16.3)
-
Current tax liabilities
(94.4)
(102.6)
(50.9)
(964.8)
(1,016.9)
(1,004.9)
Liabilities in disposal groups classified as held for sale
16
-
-
(22.7)
TOTAL LIABILITIES
(2,581.9)
(2,634.5)
(2,834.1)
NET ASSETS
1,873.0
1,668.2
1,314.9
EQUITY
Share capital
25
64.1
64.1
64.1
Share premium
874.3
874.3
874.3
Treasury shares reserve
26
(770.6)
(644.2)
(488.9)
Permanent contribution to capital
26
0.1
0.1
0.1
Capital redemption reserve
26
8.0
8.0
8.0
Foreign currency translation reserve
26
25.7
47.4
35.6
Reverse combination reserve
26
(987.3)
(987.3)
(987.3)
Own share reserve
26
(66.8)
(66.8)
(66.8)
Hedging reserve
26
21.7
14.0
55.3
Share based payment reserve
51.4
33.1
14.1
Revaluation reserve
26
1.2
-
-
Retained earnings
2,623.0
2,285.5
1,784.4
Issued capital and reserves attributable to owners of the parent
1,844.8
1,628.2
1,292.9
Non-controlling interests
28.2
40.0
22.0
TOTAL EQUITY
1,873.0
1,668.2
1,314.9
(1) Restated to reflect the change in accounting policy regarding the valuation of investment property and reclassification of rental income. Please refer to note 1 for further details.
The accompanying accounting policies and notes form part of these Financial Statements. The Financial Statements
were approved by the Board on 17 July 2024 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
FRASERS GROUP PLC
ANNUAL REPORT 2024
149
CONSOLIDATED CASH
FLOW STATEMENT
For the 52 weeks ended 28 April 2024
Note
52 weeks ended
28 April 2024
53 weeks ended
30 April 2023
(restated)
(1)
(£’m)
(£’m)
Profit before income tax from:
Continuing operations
507.0
638.0
Discontinued operation
(12.5)
26.4
Profit before taxation including discontinued operations
494.5
664.4
Net finance costs
49.6
23.0
Net investment income
(9.5)
(108.0)
Gain on disposal of subsidiaries
(20.9)
(43.9)
Depreciation of property, plant and equipment
282.8
262.3
Amortisation of intangible assets
1.8
6.9
Net impairment of tangible and intangible assets and investment properties
21.4
239.7
Loss/(gain) on modification/remeasurement of lease liabilities
6.6
(26.8)
Profit on disposal of property, plant and equipment
(3.5)
(95.4)
Fair value adjustments in respect of investment property
(11.5)
6.5
Fair value gain on recognition of associated undertaking
-
(16.9)
Gain on bargain purchase
32
(0.7)
(56.1)
Employee bonus scheme charge
23.4
19.0
Pension contributions less income statement charge
0.6
0.9
Operating cash inflow before changes in working capital
834.6
875.6
(Increase)/decrease in receivables
(47.4)
95.8
Decrease/(increase) in inventories
114.1
(71.6)
Decrease in payables
(42.6)
(132.4)
Decrease in provisions
(47.5)
(132.5)
Cash inflows from operating activities
811.2
634.9
Income taxes paid
(129.0)
(93.2)
Net cash inflows from operating activities
682.2
541.7
Proceeds on disposal of property, plant and equipment and investment property
55.9
14.8
Proceeds from sale and leaseback transactions
-
185.6
Proceeds on disposal of listed investments
21
133.3
172.4
Proceeds in relation to equity derivatives
58.0
66.2
Disposal of subsidiary undertakings
16
25.0
46.5
Purchase of subsidiaries, net of cash acquired
16, 32
(60.9)
(28.0)
Purchase of property, plant and equipment, intangible assets and investment property
17, 18, 19
(267.2)
(469.4)
Purchase of listed investments
21
(382.6)
(243.3)
Decrease in deposits relating to equity derivatives
23
51.1
53.8
Investment income received
2.3
3.0
Finance income received
29.3
20.1
Net cash outflows from investing activities
(355.8)
(178.3)
Lease payments
(162.8)
(140.7)
Finance costs paid
(64.9)
(50.5)
Borrowings drawn down
27
482.1
616.8
Borrowings repaid
27
(425.6)
(695.0)
Proceeds from sale and leaseback transactions
-
54.5
Dividends paid to non-controlling interests
-
(0.7)
Purchase of own shares
(126.4)
(155.3)
Net cash outflows from financing activities
(297.6)
(370.9)
Net increase/(decrease) in cash and cash equivalents including overdrafts
28.8
(7.5)
Exchange movement on cash balances
(3.1)
3.6
Cash and cash equivalents including overdrafts at beginning of period
332.9
336.8
Cash and cash equivalents including overdrafts at the period end
24
358.6
332.9
(1) Restated to reflect the change in accounting policy regarding the valuation of investment property. Please refer to note 1 for further details.
The accompanying accounting policies and notes form part of these Financial Statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
150
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For the 52 weeks ended 28 April 2024
Share
capital
Share
premium
(1)
Treasury
shares
Share-
based
payment
reserve
Foreign
currency
translation
reserve
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 24 APRIL 2022
(Previously Presented)
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
Restatement (see note 1)
-
-
-
-
-
-
6.3
-
6.3
-
6.3
At 24 April 2022 (restated)
64.1
874.3
(488.9)
14.1
35.6
(66.8)
1,784.4
(923.9)
1,292.9
22.0
1,314.9
Acquisitions
-
-
-
-
-
-
-
-
-
4.0
4.0
Share scheme
-
-
-
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
(restated)
-
-
-
-
-
-
491.7
-
491.7
13.3
505.0
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 – recognised
-
-
-
-
-
-
9.9
-
9.9
-
9.9
Remeasurements of defined
benefit pension schem
e
-
-
-
-
-
-
(0.5)
-
(0.5)
-
(0.5)
Foreign exchange impact
of disposal of discontinued
operations
-
-
-
-
(1.6)
-
-
-
(1.6)
-
(1.6)
Translation differences – Group
-
-
-
-
13.4
-
-
-
13.4
-
13.4
Total comprehensive income
for the period
-
-
-
-
11.8
-
501.1
(41.3)
471.6
13.3
484.9
At 30 April 2023 (restated)
64.1
874.3
(644.2)
33.1
47.4
(66.8)
2,285.5
(965.2)
1,628.2
40.0
1,668.2
Acquisitions
(3)
-
-
-
-
-
-
-
-
-
(17.6)
(17.6)
Share scheme
-
-
-
18.3
-
-
-
-
18.3
-
18.3
Purchase of own shares
-
-
(126.4)
-
-
-
-
-
(126.4)
-
(126.4)
Transactions with owners in
their capacity as owners
-
-
(126.4)
18.3
-
-
-
-
(108.1)
(17.6)
(125.7)
Profit for the financial period
-
-
-
-
-
-
380.8
-
380.8
5.8
386.6
Other comprehensive income
Cashflow hedges - recognised
in the period
-
-
-
-
-
-
-
25.5
25.5
-
25.5
Cashflow hedges - recognised
time value of options
-
-
-
-
-
-
-
(0.7)
(0.7)
-
(0.7)
Cashflow hedges - reclassified
and reported in sales
-
-
-
-
-
-
-
(6.1)
(6.1)
-
(6.1)
Cashflow hedges - reclassified
and reported in inventory/cost
of sales
-
-
-
-
-
-
-
(8.1)
(8.1)
-
(8.1)
Cashflow hedges - taxation
-
-
-
-
-
-
-
(2.9)
(2.9)
-
(2.9)
Fair value adjustment in respect
of long-term financial assets
-
-
-
-
-
-
(43.7)
-
(43.7)
-
(43.7)
Fair value adjustment
in respect of investment
properties
-
-
-
-
-
-
-
1.2
1.2
-
1.2
Remeasurements of defined
benefit pension scheme
-
-
-
-
-
-
0.4
-
0.4
-
0.4
Translation differences -
Group
-
-
-
-
(21.7)
-
-
-
(21.7)
-
(21.7)
Total comprehensive income
for the period
-
-
-
-
(21.7)
-
337.5
8.9
324.7
5.8
330.5
At 28 April 2024
64.1
874.3
(770.6)
51.4
25.7
(66.8)
2,623.0
(956.3)
1,844.8
28.2
1,873.0
(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, the hedging reserve and the revaluation reserve. All movements
in the period related to the hedging reserve (note 26). Equity as at 24 April 2022 and the results for the financial period ended 30 April 2023 have been restated to reflect the change in
accounting policy regarding the valuation of investment property and reclassification of rental income. Please refer to note 1 for further details.
(3) In the current period, the Group increased its ownership in Sports Direct Malaysia. See Note 26.
The accompanying accounting policies and notes form part of these Financial Statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
151
FRASERS GROUP PLC
ANNUAL REPORT 2024
NOTES TO THE FINANCIAL
STATEMENTS
152
For the 52 weeks ended 28 April 2024
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 UK-adopted
International Accounting Standards in conformity
with the requirements of the Companies Act 2006.
The consolidated Financial Statements have been
prepared under the historical cost convention, as
modified to include fair valuation of certain financial
assets, investment properties, 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 2026, 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
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 2024
153
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 2024
154
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
155
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
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 or click and collect,
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 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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
156
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 FY24 is £56.8m (FY23:
£54.2m) 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.
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 later
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 taxable income for the current period, 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.
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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.
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 – 5 years - straight line
A full year of depreciation is charged on all additions
in property, plant and equipment made in the first
nine months of 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 within
administrative expenses.
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.
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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 initially
recognised as property, plant and equipment at cost.
All leases that meet the definition of investment property
are classified as investment property and measured at
fair value. Investment property is measured initially at its
cost, including related transaction costs.
After initial recognition, investment property is carried at
fair value. Investment property that is being redeveloped
for continuing use as investment property or for which
the market has become less active continues to be
measured at fair value.
Fair value is based on active market prices, adjusted
for differences in the nature, location or condition of
the specific asset. If this information is not available,
the Group uses alternative valuation methods, such as
recent prices on less active markets or discounted cash
flow projections. Valuations are performed as at the
financial position date by professional valuers who hold
recognised and relevant professional qualifications and
have recent experience in the location and category
of the investment property being valued. These
valuations form the basis for the carrying amounts in the
consolidated financial statements.
Subsequent expenditure is capitalised to the asset’s
carrying amount only when it is probable that future
economic benefits associated with the expenditure
will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance
costs are expensed when incurred. When part of
an investment property is replaced, the cost of the
replacement is included in the carrying amount of the
property and the fair value is reassessed.
If a valuation obtained for a property held under a lease
is net of all payments expected to be made, any related
lease liability recognised separately in the consolidated
statement of financial position is added back, to arrive
at the carrying value of the investment property for
accounting purposes.
Changes in fair values are recognised in the income
statement in the period in which they arise. Investment
properties are derecognised when they have been
disposed of. Where the Group disposes of a property
at fair value in an arm’s length transaction, the carrying
value immediately prior to the sale is adjusted to the
transaction price and the adjustment is recorded in
the income statement within net gain from fair value
adjustment on investment property.
If an investment property becomes owner occupied, it
is reclassified as property, plant and equipment. Its fair
value as at the date of reclassification becomes its cost
for subsequent accounting purposes.
If an item of owner-occupied property becomes an
investment property because its use has changed, any
difference resulting between the carrying amount and
the fair value of this item as at the date of transfer is
treated in the same way as a revaluation under IAS
16. Any resulting increase in the carrying amount of
the property is recognised in the income statement
to the extent that it reverses a previous impairment
loss, with any remaining increase recognised in other
comprehensive income and increased directly in
revaluation surplus within equity. Any resulting decrease
in the carrying amount of the property is initially
charged in other comprehensive income against any
previously recognised revaluation surplus, with any
remaining decrease charged to the income statement.
See Note 18 for further details.
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. Judgement
is required as to whether online sales, and associated
costs, could be attributed to stores for the purpose
of calculating the value-in-use of each store CGU in
relation to property impairments. The Group does not
include these in the calculation of value-in-use of each
store CGU.
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.
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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 revalued 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 CGUs to which
goodwill has been allocated are charged initially to the
carrying amount of goodwill. Any remaining impairment
loss is charged pro rata to the other assets in the CGU.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (CGU) excluding goodwill,
is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount
does not exceed the carrying amount that would
have been determined had no impairment loss been
recognised for the asset (CGU) in prior periods.
A reversal of an impairment loss is recognised in
the Income Statement immediately.
Assets Held For Sale
Non-current assets classified as held for sale are
presented separately and measured at the lower of
their carrying amounts immediately prior to their
classification as held for sale and their fair value less
costs to sell. Once classified as held for sale, the assets
are not subject to depreciation or amortisation.
Discontinued Operations
A discontinued operation is a component of the Group’s
business that represents a separate major line of
business or geographical area of operations that has
been disposed of or is held for sale, or is a subsidiary
acquired exclusively with a view to resale. Classification
as a discontinued operation occurs upon disposal or
when the operation meets the criteria to be classified as
held for sale, if earlier. When an operation is classified
as a discontinued operation, the results are presented
separately in the consolidated financial statements and
the comparative income statement is restated as if the
operation had been discontinued from the start of the
comparative period.
Inventories
Inventories are valued at the lower of cost and net
realisable value. Cost includes the purchase price of the
manufactured products, materials, direct labour and
transport costs. Cost is calculated using the weighted
average cost method. Net realisable value is based on
the estimated selling price less all estimated selling costs.
The Group receives trade discounts and rebates from
suppliers based upon the volume of orders placed in
a given time window. Typical discounts and rebates
received by the Group include early settlement discounts,
volume rebates on inventory purchases, supplier rebates
based on faulty goods, and marketing support. Where
there is sufficient certainty that a discount or rebate
will be received in the future that relates to historic
purchases this is reflected in the cost of inventories.
Where the receipt of rebates is uncertain, the cost of
inventories is held at full cost price until the rebate is
received. Recognised rebates are released to the Income
Statement to the extent that the stock has been sold.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and
deposits held on call, together with other short term
highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial Instruments
Financial assets and financial liabilities are recognised in
the Group’s Balance Sheet when the Group becomes a
party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from
the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition. Transaction costs
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.
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Financial Assets
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain
a significant financing component and are measured
at the transaction price in accordance with IFRS 15,
all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
Financial assets, other than those designated and
effective as hedging instruments, are classified into
the following categories:
amortised cost
fair value through profit or loss (FVTPL)
fair value through other comprehensive income
(FVOCI)
All income and expenses relating to financial assets
that are recognised in profit or loss are presented within
finance costs or finance income, except for impairment
of trade receivables and amounts due from related
parties which are presented within selling, distribution
and administrative expenses. Impairment losses in
respect of credit customer receivables are disclosed
separately on the face of the Income Statement.
The Group makes an assessment of the objective of
the business model in which a financial asset is held at
a portfolio level because this best reflects the way the
business is managed and information is provided to
management. The information considered includes:
the stated policies and objectives for the portfolio
and the operation of those policies in practice. These
include whether management’s strategy focuses on
earning contractual interest income or realising cash
flows from the sale of assets;
how the performance of the portfolio is evaluated
and reported to the Group’s management;
the risks that affect the performance of the business
model and how those risks are managed;
how managers of the business are
compensated; and
the frequency, volume and timing of sales of financial
assets in prior periods, the reasons for such sales and
expectations about future sales activity.
For the purposes of this assessment, ‘principal’ is
defined as the fair value of the financial asset on initial
recognition. ‘Interest’ is defined as consideration for the
time value of money and for the credit risk associated
with the principal amount outstanding during a
particular period of time and for other basic lending
risks and costs (e.g. liquidity risk and administrative
costs), as well as a profit margin.
In assessing whether the contractual cash flows are
solely payments of principal and interest, the Group
considers the contractual terms of the instrument. This
includes assessing whether the financial asset contains
a contractual term that could change the timing or
amount of contractual cash flows such that it would
not meet this condition. In making this assessment, the
Group considers:
contingent events that would change the amount or
timing of cash flows; and
terms that may adjust the contractual coupon rate.
Subsequent Measurement
of Financial Assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if
the assets meet the following conditions (and are not
designated as FVTPL):
they are held within a business model whose
objective is to hold the financial assets and collect its
contractual cash flows; and
the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised
cost using the effective interest method. Discounting is
omitted where the effect of discounting is immaterial.
The Group’s cash and cash equivalents, trade and most
other receivables fall into this category of financial
instruments.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business
model other than ‘hold to collect’ or ‘hold to collect and
sell’ are categorised at fair value through profit and
loss. Further, financial assets whose contractual cash
flows are not solely payments of principal and interest
are accounted for at FVTPL. All derivative financial
instruments fall into this category, except for those
designated and effective as hedging instruments,
for which the hedge accounting requirements apply
(see below).
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.
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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.
Credit customer receivables
12-month ECLs are used for Stage 1 performing assets
and a lifetime ECL is used for stages 2 and 3. An asset
will move from Stage 1 to Stage 2 when there is evidence
of significant increase in credit risk since the asset
originated and into Stage 3 when it is credit impaired.
Should the credit risk improve so that the assessment of
credit risk at the reporting date is considered not to be
significant any longer, assets return to an earlier stage in
the ECL model.
A financial asset is considered to have experienced a
significant increase in credit risk since initial recognition
where there has been a significant increase in the
remaining lifetime probability of default of the asset. The
Group assumes that the credit risk on a financial asset
has increased significantly if it is more than 30 days
past due, 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.
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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.
IFRS 9 Financial instruments
paragraph 5.5.20 ordinarily
requires an entity to not only consider a loan, but also
the undrawn commitment and the ECL in respect of
the undrawn commitment, where its ability to cancel
or demand repayment of the facility does not limit
its exposure to the credit risk of the undrawn element.
However, the guidance in IFRS 9 on commitments
relates only to commitments to provide a loan (that is,
a commitment to provide financial assets, such as cash)
and excludes from its scope rights and obligations from
the delivery of goods as a result of a contract
with a customer within the scope of IFRS 15 Revenue
from contracts with customers (that is, a sales
commitment). Thus, the sales commitment (unlike a
loan commitment) is not a financial instrument, and
therefore the impairment requirements in IFRS 9 do
not apply until delivery has occurred and a receivable
has been recognised.
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.
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.
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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 is held in the equity reserve until
the forecast transaction occurs.
Provisions
A provision is recognised when the Group has a present
legal or constructive obligation as a result of a past
event, it is probable that an outflow of resources will be
required to settle the obligation and a reliable estimate
can be made of the amount of the obligation.
The Group provides for its legal responsibility for
dilapidation costs 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.
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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.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
165
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.
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 expected 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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
166
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
167
When a foreign operation is sold, the cumulative
exchange differences that have been recognised
as a separate component of equity are reclassified
from equity to the Income Statement when the
disposal is recognised.
In order to mitigate its exposure to certain foreign
exchange risks, the Group enters into forward and option
contracts (see Chief Executive’s Report and Business
Review and the cash flow hedging accounting policy).
Dividends
Dividends are recognised as a liability in the Group’s
Financial Statements and as a deduction from equity in
the period in which the dividends are declared. Where
such dividends are proposed subject to the approval of
shareholders, the dividends are regarded as declared
once shareholder approval has been obtained and they
are no longer at the discretion of the Company.
Materiality
In preparing the Financial Statements, the Board
considers both quantitative and qualitative factors in
forming its judgements, and related disclosures, and
is 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:
IFRS 17 - Insurance contracts
Disclosure on Accounting Policies — Amendments to
IAS 1 and IFRS Practice Statement 2
Definition of Accounting Estimates — Amendments
to IAS 8
International Tax Reform — Pillar Two Model
Rules (Amendments to IAS 12) – application of the
exception and disclosure of that fact
International Tax Reform — Pillar Two Model
Rules (Amendments to IAS 12) – other disclosure
requirements
Deferred Tax relating to assets and liabilities arising
from a single transaction — Amendments to IAS 12.
By adopting the above, there has been no material
impact on the Financial Statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
168
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
28 April 2024 that will have a material impact on these
Financial Statements.
Restated Financial Information
During the period the Group made several changes
including presentation of discontinued operations,
operating segments, classification of rental income and
changing accounting policy to the fair value model for
investment properties. For comparative purposes, the
results for the 53-week period ended 30 April 2023, and
the restated balance sheet as at 24 April 2022 have been
presented showing the new basis of presentation.
1) Change to classification of rental income
As a result of the changes in operating segments, see
Note 4, management have concluded that it is more
appropriate to disclose rental income received from
third parties within revenue from the property segment
rather than in other operating income in various retail
segments as was previously disclosed.
The impact of this change is to increase reported
revenue in the 53-week period ended 30 April 2023 by
£29.3m and reducing the amounts reported in other
operating income by an equivalent amount.
The changes to our segmental analysis and the
reclassification of rental income have no impact on the
Group’s profit before tax as previously reported for FY23.
2) Change in accounting policy in respect of
investment properties
Following the creation of the Property operating
segment, management conducted a review of the
accounting treatment of investment properties
(properties held to earn rentals or for capital
appreciation or both, rather than for use in operations)
and concluded that it would be more appropriate
to adopt the fair value model set out in paragraphs
33-35 of IAS 40 Investment Property for remeasuring
the value of these properties, rather than on the cost
model set out in paragraph 56 of the standard, which
was previously used. As a result, these assets will not be
depreciated but held at fair value with changes in fair
value being recorded in the income statement in the
period in which they occur.
Management has considered this voluntary change in
accounting policy in accordance with IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors
and concluded that the fair value model results in
the financial statements providing reliable and more
relevant information. The changes have been applied
retrospectively and as such prior period figures have
been restated on an equivalent basis to allow for
meaningful comparison.
The impact of this change in accounting policy is to
increase the carrying value of the Group’s investment
properties held on 25 April 2022 by £6.3m, with a
corresponding adjustment being made the Group’s
opening retained earnings at this date. The carrying
value of these assets as at 24 April 2023 increased by
£10.0m vs. the amount previously reported, resulting in
an increase to profit before tax for the 53-week period
ended 2023 of £3.7m and an increase in basic and
diluted earnings per share of 0.8p.
This change in accounting policy does not have a
material impact on the reported tax charge in the
comparative period, nor on the Group’s consolidated
cash flow statement.
The impact on APBT for the 53-week period ended 30
April 2023 is summarised as follows:
 
FY23
Reported APBT
£478.1m
Impact of change in accounting policy
£3.7m
Revised APBT
£481.8m
3) Change in presentation regarding
discontinued operations
Management has voluntarily elected to change the
presentation of discontinued operations to disclose the
impact as a single line in the statement of profit and loss
in line with IFRS 5.33.
FRASERS GROUP PLC
ANNUAL REPORT 2024
169
Impact on the Consolidated Income Statement and Comprehensive Income
53-week period ended 30 April 2023
Amounts
previously
1) Rental
2) Investment
3) Discontinued
reported
income
property
operation
As restated
(£'m)
(£'m)
(£'m)
(£'m)
(£'m)
CONTINUING OPERATIONS
Revenue
5,449.8
19.7
-
(8.5)
5,461.0
Credit account interest
115.4
9.6
-
-
125.0
Total revenue (including credit account interest)
5,565.2
29.3
-
(8.5)
5,586.0
Cost of sales
(3,179.9)
-
-
4.4
(3,175.5)
Impairment losses on credit customer receivables
(15.5)
-
-
-
(15.5)
Gross profit
2,369.8
29.3
-
(4.1)
2,395.0
Selling, distribution and administrative expenses
(1,972.0)
-
10.2
4.0
(1,957.8)
Other operating income
41.1
(29.3)
-
(0.1)
11.7
Property related impairments
(99.6)
-
-
-
(99.6)
Exceptional items
97.1
-
-
-
97.1
Profit on sale of properties
95.4
-
-
-
95.4
Fair value adjustment to investment properties
-
-
(6.5)
-
(6.5)
Operating profit
531.8
-
3.7
(0.2)
535.3
Gain on sale of subsidiaries
43.9
-
-
(26.3)
17.6
Investment income
112.6
-
-
-
112.6
Investment costs
(4.6)
-
-
-
(4.6)
Finance income
46.1
-
-
-
46.1
Finance costs
(69.1)
-
-
0.1
(69.0)
Profit before taxation
660.7
-
3.7
(26.4)
638.0
Taxation
(159.4)
-
-
0.1
(159.3)
Profit after taxation from continuing operations
501.3
-
3.7
(26.3)
478.7
DISCONTINUED OPERATIONS
Result from discontinued operation
-
-
-
26.3
26.3
Profit for the period
501.3
-
3.7
-
505.0
ATTRIBUTABLE TO:
Equity holders of the Group
488.0
-
3.7
-
491.7
Non-controlling interests
13.3
-
-
-
13.3
Profit for the period
501.3
-
3.7
-
505.0
Pence per share
Pence per share
Pence per share
Basic earnings per share – Continuing operations
100.4
-
0.8
-
101.2
Basic earnings per share – Discontinued operations
5.7
-
-
-
5.7
Basic earnings per share – Total
106.1
-
0.8
-
106.9
Diluted earnings per share – Continuing operations
100.4
-
0.8
-
101.2
Diluted earnings per share – Discontinued operations
5.7
-
-
-
5.7
Diluted earnings per share - Total
106.1
-
0.8
-
106.9
Total comprehensive income
481.2
-
3.7
-
484.9
FRASERS GROUP PLC
ANNUAL REPORT 2024
170
Impact on the Consolidated Balance Sheet
30 April 2023
Amounts
previously
2) Investment
reported
property
As restated
(£'m)
(£'m)
(£'m)
ASSETS - NON CURRENT
Property, plant and equipment
1,150.7
(18.7)
1,132.0
Investment properties
131.3
28.7
160.0
Intangible assets
24.1
-
24.1
Long-term financial assets
289.6
-
289.6
Investment in associate undertakings
16.9
-
16.9
Retirement benefit surplus
0.8
-
0.8
Deferred tax assets
82.1
-
82.1
1,695.5
10.0
1,705.5
ASSETS - CURRENT
Inventories
1,464.9
-
1,464.9
Trade and other receivables
720.1
-
720.1
Derivative financial assets
79.3
-
79.3
Cash and cash equivalents
332.9
-
332.9
2,597.2
-
2,597.2
TOTAL ASSETS
4,292.7
10.0
4,302.7
LIABILITIES - NON CURRENT
Lease liabilities
(560.3)
-
(560.3)
Borrowings
(749.7)
-
(749.7)
Retirement benefit obligations
(1.7)
-
(1.7)
Deferred tax liabilities
(15.7)
-
(15.7)
Provisions
(290.2)
-
(290.2)
(1,617.6)
-
(1,617.6)
LIABILITIES - CURRENT
Derivative financial liabilities
(66.5)
-
(66.5)
Trade and other payables
(711.9)
-
(711.9)
Lease liabilities
(119.6)
-
(119.6)
Provisions
(16.3)
-
(16.3)
Current tax liabilities
(102.6)
-
(102.6)
(1,016.9)
-
(1,016.9)
TOTAL LIABILITIES
(2,634.5)
-
(2,634.5)
NET ASSETS
1,658.2
10.0
1,668.2
EQUITY
Share capital
64.1
-
64.1
Share premium
874.3
-
874.3
Treasury shares reserve
(644.2)
-
(644.2)
Permanent contribution to capital
0.1
-
0.1
Capital redemption reserve
8.0
-
8.0
Foreign currency translation reserve
47.4
-
47.4
Reverse combination reserve
(987.3)
-
(987.3)
Own share reserve
(66.8)
-
(66.8)
Hedging reserve
14.0
-
14.0
Share based payment reserve
33.1
-
33.1
Revaluation reserve
-
-
-
Retained earnings
2,275.5
10.0
2,285.5
Issued capital and reserves attributable to owners of the parent
1,618.2
10.0
1,628.2
Non-controlling interests
40.0
-
40.0
TOTAL EQUITY
1,658.2
10.0
1,668.2
FRASERS GROUP PLC
ANNUAL REPORT 2024
171
24 April 2022
Amounts
previously
2) Investment
reported
property
As restated
(£'m)
(£'m)
(£'m)
ASSETS - NON CURRENT
Property, plant and equipment
1,011.0
-
1,011.0
Investment properties
89.2
6.3
95.5
Intangible assets
120.6
-
120.6
Long-term financial assets
206.6
-
206.6
Retirement benefit surplus
2.2
-
2.2
Deferred tax assets
100.8
-
100.8
1,530.4
6.3
1,536.7
ASSETS - CURRENT
Inventories
1,277.6
-
1,277.6
Trade and other receivables
841.4
-
841.4
Derivative financial assets
116.5
-
116.5
Cash and cash equivalents
336.8
-
336.8
2,572.3
-
2,572.3
Assets in disposal groups classified as held for sale
40.0
-
40.0
TOTAL ASSETS
4,142.7
6.3
4,149.0
LIABILITIES - NON CURRENT
Lease liabilities
(503.6)
-
(503.6)
Borrowings
(827.9)
-
(827.9)
Retirement benefit obligations
(1.6)
-
(1.6)
Deferred tax liabilities
(40.4)
-
(40.4)
Provisions
(433.0)
-
(433.0)
(1,806.5)
-
(1,806.5)
LIABILITIES - CURRENT
Derivative financial liabilities
(107.2)
-
(107.2)
Trade and other payables
(729.8)
-
(729.8)
Lease liabilities
(117.0)
-
(117.0)
Current tax liabilities
(50.9)
-
(50.9)
(1,004.9)
-
(1,004.9)
Liabilities in disposal groups classified as held for sale
(22.7)
-
(22.7)
TOTAL LIABILITIES
(2,834.1)
-
(2,834.1)
NET ASSETS
1,308.6
6.3
1,314.9
EQUITY
Share capital
64.1
-
64.1
Share premium
874.3
-
874.3
Treasury shares reserve
(488.9)
-
(488.9)
Permanent contribution to capital
0.1
-
0.1
Capital redemption reserve
8.0
-
8.0
Foreign currency translation reserve
35.6
-
35.6
Reverse combination reserve
(987.3)
-
(987.3)
Own share reserve
(66.8)
-
(66.8)
Hedging reserve
55.3
-
55.3
Share based payment reserve
14.1
-
14.1
Retained earnings
1,778.1
6.3
1,784.4
Issued capital and reserves attributable to owners of the parent
1,286.6
6.3
1,292.9
Non-controlling interests
22.0
-
22.0
TOTAL EQUITY
1,308.6
6.3
1,314.9
FRASERS GROUP PLC
ANNUAL REPORT 2024
172
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 determine 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
(“IAS 28”), 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 affect 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.
Shareholdings in investees greater than 20%
During the period the Group has held greater than 20%
of the voting rights of Mulberry Group plc, XXL ASA,
ASOS plc, AO World plc, Boohoo Group plc and N Brown
Group plc. Management consider that the Group does
not have significant influence over these entities for
combinations of the following reasons:
The Group does not have any representation on
the board of directors of the investees.
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 companies.
There has been no interchange of managerial
personnel.
No non-public essential technical management
information is provided to the investees.
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 £30.0m (FY23: £37.5m), being £6.4m (FY23:
£4.3m) net of amounts recognised in respect of loss
allowance. The Group is satisfied that the existence of
these transactions provides evidence that the entity has
significant influence over the investee but in the absence
of any other rights, in isolation it is insufficient to meet
the control criteria of IFRS 10, as the Group does not
have power over Four (Holdings) Limited.
FRASERS GROUP PLC
ANNUAL REPORT 2024
173
Tymit Limited
The Group holds 28.2% 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 have advanced Tymit convertible loans
of £15.8m at 28 April 2024 (£7.2m as 30 April 2023),
which have been fully provided for. Management have
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 prior 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 consider 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 £21.7m (FY23: £14.0m) would be shown in
Finance Income.
Adjustment to Regulatory Provisions
in Frasers Group Financial Services
(Formerly Studio Retail Limited)
In the prior period, a revision to management’s best
estimate of the probable costs of remediating customers
who may have been adversely impacted by legacy
decisions resulted in a reduction in the amount provided
of approximately £25.0m. 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 IFRS3.45 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 came to
light after 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
disclosed the income statement impact within
exceptional items in the prior period consolidated
income statement.
FRASERS GROUP PLC
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174
Sale and Leaseback Transactions
During the prior 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 judgement 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.
Classification of Investment Properties
Upon the acquisition of a property, management
perform an assessment of the rationale for holding
the property in line with IAS 40. Management apply
judgement in the consideration of whether or not is
feasible to sell or let parts of the property under a
finance lease, whether this is commercially viable in
the relevant marketplace, and whether or not any
owner-occupied portion is insignificant.
During the current period, the Group acquired four
properties, all of which met the criteria to be classified
as investment properties and were considered to
be non-separable, with either insignificant or no
owner-occupied portions.
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 28 April 2024 a provision of £192.0m
(FY23: £220.6m) was held against a gross inventory value
of £1,547.3m (FY23: £1,685.5m).
In assessing the level of provision required, management
have 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 and segment, 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 and future years.
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 15% (FY23: 10%)
to clear an equivalent volume of out of season inventory
and that approximately fifteen times (FY23: 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. The changes
in assumptions around selling prices and how long
Premium Lifestyle out of season inventory will remain
on hand reflect management’s best estimates based on
performance seen in the past 12 months.
In addition, management have 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 and anticipated
future trends).
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 and anticipated
future trends).
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 a 100% provision
rate based on the analysis detailed above.
FRASERS GROUP PLC
ANNUAL REPORT 2024
175
The provisioning calculations require a high degree
of judgement, given the significant level of estimation
uncertainty in 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 and its impact upon the core UK inventory
holding (which makes up the most significant part of
the Group’s inventory holding) 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
£5.5m/(£5.5m)
Decrease in sales prices on out of season inventory
Base assumption
-15%
Sensitised assumption
-20%/-10%
Increase/(decrease) to provision
£7.0m/(£2.0m)
Increase in out of season Premium Lifestyle inventory on
hand after three years
Base assumption
15 times historical rate
Sensitised assumption
16 times historical rate/14 times
historical rate
Increase/(decrease) to provision
£2.1m/(£2.6m)
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.
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 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.
Management calculates their best estimate of the
provision required by reference to the proportion
of closed stores for which a dilapidation cost is likely
to be incurred, based on past experience, and an
estimate for the level of costs based on advice
from chartered surveyors.
Sensitivity analysis to changes in key assumptions
is as follows:
% of stores where
Estimated cost
a dilapidation
per sq. ft.
cost is incurred)
Base assumption
18.10
30%
Sensitised assumption
£19.10/£17.10
35%/25%
Increase to provision
£3.2m
£7.8m
(Decrease) to provision
(£3.2m)
(£7.8m)
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.
Other Receivables and Amounts Owed
by Related Parties
Other receivables and amounts owed by related
parties are stated net of provision for any impairment.
Management have applied estimates in assessing the
recoverability of working capital and loan advances
made to investee companies. Matters considered
include the relevant financial strength of the underlying
investee company to repay the loans, the repayment
period and underlying terms of the monies advanced,
forecast performance of the underlying borrower, and
where relevant, the Group’s intentions for the companies
to which monies have been advanced. Management
have applied a weighted probability to certain potential
repayment scenarios, with the strongest weighting given
to expected default after two years.
FRASERS GROUP PLC
ANNUAL REPORT 2024
176
Impairment of Non-financial 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 FY24
UK
Europe
Rest of World
Up to 5 years
1.4% - 5.7%
0.3% - 4.0%
1.5% - 6.2%
Greater than 5 years
     
and up to 10 years
1.4% - 5.7%
0.3% - 4.0%
1.5% - 6.0%
Greater than 10 years
     
and up to 20 years
2.0% - 5.7%
0.3% - 4.0%
1.5% - 6.2%
Greater than 20 years
2.0% - 5.9%
0.5% - 4.0%
1.5% - 6.3 %
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%
An asset is impaired when the carrying amount exceeds
its recoverable amount. Equally previous impairments
are reversed when the recoverable amount exceeds the
carrying amount and there are previous impairments
against the asset. 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.
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.
In the period, a net reversal of previous impairments
has been recognised for the amount of £0.4m (FY23:
impairment charge £66.1m) due to the improving
conditions in the retail sector on the forecast cash
flows of the CGU since the COVID-19 pandemic where
material impairments were incurred. This is broken
down as follows:
£5.2m reversal (FY23: impairment charge £43.1m)
against right-of-use assets; and
£4.8m impairment charge (FY23: £23.0m) against
plant and equipment.
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.
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:
   
 
Impact of change
Reversal increase
Forecast:
in assumption:
/ (decrease) (£'m)
Sales decline year 1
10% improvement to 7%
 
 
increase
14.4
Sales decline year 1
10% reduction to 13%
(11.8)
Existing gross margin
   
year 1 > 40%
100bps - improvement
3.2
Existing gross margin
   
year 1 > 40%
100bps - reduction
(3.2)
New store exemption
(1)
Change from 2 to 3 years
5.5
Operating costs
   
increase year 1
Change from 3% to 6%
(4.0)
(1) Stores which have been open for less than two years are not reviewed for impairment.
This has changed in the current period on the basis that management do not consider
that a trading performance in the first two years that is worse than an appraisal forecast
constitutes an indicator of impairment. Management also note that new stores can take
up to two years to develop an established trading pattern. Stores trading for less than
two years are still reviewed for impairment if there are other significant indicators of
impairment present such as a deterioration in local market conditions.
FRASERS GROUP PLC
ANNUAL REPORT 2024
177
B.
Freehold land and buildings, long-term leasehold
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 or reversal
in line with IAS 36.
An asset is impaired when the carrying amount
exceeds its recoverable amount. Equally previous
impairments are reversed when the recoverable
amount exceeds the carrying amount and there are
previous impairments against the asset. 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.
Key triggers considered by management include store
(i.e. CGU) EBITDA showing a material year-on-year
movement, significant changes in property valuations,
and whether any new, wider economic factors may
impact the forecast performance. Based on the
criteria set by management, a net impairment charge
of approximately £14.9m (FY23: £33.5m) was recorded
for the current period due to certain properties under
performing against forecasted results where material
impairments were incurred. This is broken down
as follows:
£6.8m reversal (FY23: impairment charge £24.1m)
against freehold land and buildings and a £6.7m
impairment charge (FY23: impairment charge
£0.2m) in relation to long leasehold properties; and
£15.0m impairment charge (FY23: £9.2m) against
plant and equipment.
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
Year 1
Year 2
Year 3
Year 4
Year 5
FY24
Sales decline
-3%
-2%
-2%
-2%
-2%
Existing gross
margin > 40%
-100bps
-75bps
-50bps
-25bps
-
Operating costs
increase per annum
3%
3%
3%
3%
3%
Discount rate
9.8%
9.8%
9.8%
9.8%
9.8%
Terminal growth rate of 2%
Properties purchased within one year, or stores that have not traded for
two years, are not reviewed for impairment.
Key assumptions
Year 1
Year 2
Year 3
Year 4
Year 5
FY23
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%
Properties purchased within one year, or stores that have not traded for
one year, are not reviewed for impairment.
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.
Impairment increase
Forecast:
Impact of:
/ (decrease) (£'m)
Sales decline year 1
10% improvement to 7%
(4.1)
Sales decline year 1
10% reduction to 13%
7.0
Existing gross margin
year 1 > 40%
100bps - improvement
(0.8)
Existing gross margin
year 1 > 40%
100bps - reduction
0.8
Operating costs
increase year 1
Change from 3% to 6%
0.8
FRASERS GROUP PLC
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178
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
Void period and rent-free band – three bands
 
to reflect the market to generate a net capital value. A deduction to
applied depending on circumstances:
 
the capital value generated is then made based on the void period
• 1 year void, 1 year rent free; or
 
with applicable rates payable for the unit and rent-free incentive.
• 1 year void, 2 years rent free; or
   
• 2 years void, 3 years rent free.
   
Yield bands – ranging from 5.5% - 20.0%
Frasers Group occupied
Will be assumed the unit is vacant given there is no legally
Void period and rent-free band – three bands
 
binding inter-company agreement in place. Therefore, a void
applied depending on circumstances:
 
and rent-free incentive period assumed, the cost amount then
• 1 year void, 1 year rent free; or
 
deducted from the capital value generated by the ERV and
• 1 year void, 2 years rent free; or
 
reversionary yield. Although we consider the commercial reality
• 2 years void, 3 years rent free.
 
is that fair value less costs to sell will be higher than vacant
Yield bands – ranging from 5.5% - 20.0%
 
possession, this very conservative assumption is in line with both
 
 
technical accounting rules and that of our management experts.
 
Third party tenanted
An ERV is applied using a percentage band on the passing rent. An
ERV is applied reflecting the market for the
 
appropriate reversionary yield is applied reflecting the risk of tenant
applicable unit. An appropriate reversionary yield is
 
and renewal to generate a capital value. This will also provide a net
applied reflecting the risk of tenant and renewal to
 
initial yield based off the current passing rent.
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/reversal calculations would result in a
decrease in impairment of £0.8m (FY23: £3.4m).
The total recoverable amount of the assets that were impaired and reversed at the period end was £61.8m (FY23:
£72.2m), with £7.7m (FY23: £60.5m) of this being based on their fair value less costs of disposal and £54.1m (FY23:
£11.7m) being based on their value in use.
FRASERS GROUP PLC
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179
Onerous Lease Provisions
IAS 37 defines a contract is onerous when the
unavoidable costs of meeting the obligations under
the contract exceed the economic benefits expected
to be received under it. The unavoidable costs under
a contract reflect the least net cost of exiting from the
contract, which is the lower of the cost of fulfilling it and
any compensation or penalties arising from failure to
fulfil it. Accordingly, the Group provides for the future
unavoidable costs that will be incurred under the lease
obligations at the present date when the outflow of
future economic benefits is deemed probable.
The Group has determined that each store is a separate
CGU and assesses the profitability of lease contracts
by taking into account current economic and market
conditions, current trading performance and forecast
profitability over the remaining life of the lease.
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. During the period, net reversals
of provisions amounted to £34.5m.
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:
Impact of change
Reversal increase
Forecast:
in assumption:
/ (decrease) (£'m)
Sales decline year 1
10% improvement to 7%
increase
10.9
Sales decline year 1
10% reduction to 13%
(22.8)
Existing gross margin
year 1 > 40%
100bps - improvement
2.1
Existing gross margin
year 1 > 40%
100bps - reduction
(2.3)
New store
exemption
(1)
Change from 2 to 3 years
2.3
Operating costs
increase year 1
Change from 3% to 6%
(4.0)
(1) See detailed footnote (1) on page 176 for more information.
Investment Property Valuations
Investment properties valued by the Group’s internal
property team are valued on an open market basis
based on active market prices adjusted for any
differences in the nature, location or condition of the
specified asset such as plot size, encumbrances and
current use. If this information is not available, alternative
valuation methods are used such as recent prices on
less active markets, or discounted cashflow projections.
The market value of the investment properties is also
supported by comparison to that produced using the
valuation methodology described in the “Fair value
less costs of disposal” section above. The range of yield
applied across the investment property portfolio is
7.0% to 14.0%. Refer to note 18 for further details.
Credit Customer Receivables
The Group’s credit customer receivables are recognised
on the balance sheet at amortised cost (i.e., net of
provision for expected credit loss). At 28 April 2024,
trade receivables with a gross value of £286.9m (FY23:
£326.0m) were recorded in the consolidated balance
sheet, less a provision for impairment of £80.7m
(FY23: £100.1m).
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
180
Macro-economic scenarios
The principal macro-economic 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:
   
   
Probability
   
weighting
Scenario
Qualitative explanation
applied
Upside
Inflation recedes quickly and the Bank of
10%
 
England cuts interest rates to 4% by end of
 
 
2024. Unemployment falls back to 3.6%. and
 
 
wage growth remains strong.
 
Baseline
Inflation recedes but monetary policy is still tight
55%
 
and the unemployment rate rises to 4.4% in H2
 
 
2024.
 
Downside
The Bank of England raises interest rates to
25%
 
5.5% and unemployment peaks at 6.0% in
 
 
Q3 2025.
 
Stress
A combination of shocks sees inflation rise
10%
 
sharply, hitting a peak of 7.2% early in 2025
 
 
leading to an increase in interest rates to 6.25%.
 
 
Unemployment peaks at 8%.
 
Post Model Adjustment
In the prior year, a post model adjustment was
applied to the output of the statistical impairment
model as the model was not designed to take into
account changes to customer payment and default
performance arising as a result of the cost-of-living
crisis. This increased the provision required at 30
April 2023 by £6.6m. It is management’s view that
the post model adjustment is no longer required, as
the statistical model, which uses unemployment rates
as the principal determinant in considering forward
looking macro-economic assumptions, is
now considered to be sufficiently effective.
Valuation of Assets Acquired in
Business Combinations
Matches
Following the acquisition of Matches, the principal
estimates were around the fair value of inventory
acquired and the intangible asset recognised in
respect of the trademarks and intellectual property
acquired.
The fair value of inventory, which primarily
included finished goods, was estimated at £97.5m,
an increase of £7.9m on the carrying value prior to
the acquisition. The fair value adjustment related
only to finished goods and was calculated as the
estimated selling price less costs to complete and
sell the inventory.
The Group recognised intangible assets with a fair
value of £20.0m on acquisition in respect of the
trademarks and intellectual property acquired. This
represents 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.
Prior year acquisitions
In the prior 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 included finished goods was estimated at
£73.4m, a reduction of £6.9m on the carrying value prior
to the acquisition. The fair value adjustment related only
to finished goods and was calculated as the estimated
selling price less costs to complete and sell the inventory.
The fair value adjustment amortised during the current
financial year in line with revenue, as expected.
A gain on bargain purchase arose on the acquisition
of JD premium brands. In light of this, management
considered the fair values attributed to the acquired
assets and liabilities and concluded that they were
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;
FRASERS GROUP PLC
ANNUAL REPORT 2024
181
C.
Loans to non-UK subsidiaries. These are hedged
via foreign currency transactions and borrowings
in matching currencies, which are not formally
designated as hedges, as gains and losses on
hedges and hedged loans will naturally offset; and
D.
The Group uses currency options, swaps and spots
for more flexibility against cash flows that are less
than highly probable and therefore do not qualify
for hedge accounting under IFRS 9 Financial
Instruments. Exposures in respect of written
options to sell Euros or buy USD are explained
in the Financial Review. These are not hedged
and movements in fair value could significantly
impact the Income Statement in future periods.
See note 30.
Interest Rate Risk
The Group has net borrowings, which are principally
at floating interest rates linked to bank base rates
or SONIA. The Group uses interest rate financial
instruments to hedge its exposure to interest rate
movements using interest rate swaps although hedge
accounting is not applied.
The Group regularly monitors
and reacts accordingly to any exposure to fluctuations
in interest rates and the impact on its monetary assets
and liabilities.
Credit Risk
The Directors have a credit policy in place and the
exposure to credit risk is monitored on an ongoing basis.
Credit evaluations are performed on all customers
requiring credit over a certain amount. The Group
does not require collateral in respect of financial assets.
At each balance sheet date, there were no significant
concentrations of credit risk. The maximum exposure to
credit risk is represented by the carrying amount of each
financial asset in the balance sheet.
Investments of cash surpluses, borrowings and derivative
instruments are made through banks and companies
which must fulfil credit rating and investment criteria
approved by the Board.
Liquidity Risk
The Group 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 review 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
IFRS 8 requires operating segments to be identified on
the basis of the internal financial information reports
to the Chief Operating Decision Maker (“CODM”) who
is primarily responsible for the allocation of resources
to segments and assessment of performance of
the segments.
Historically the Group has presented four
operating segments:
UK Sports
This segment included the Group’s core sports retail
store operations in the UK, plus all the Group’s sports
retail online business, Frasers Fitness, 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.
Premium Lifestyle
This segment included the results of the Group’s
premium and luxury retail businesses FLANNELS,
Cruise, Van Mildert, Jack Wills, House of Fraser, Gieves &
Hawkes, and Sofa.com along with the related websites,
the Missguided and I Saw it First websites, and freehold
property owning companies where trading was purely
from Premium Lifestyle fascias.
FRASERS GROUP PLC
ANNUAL REPORT 2024
182
International
This segment included all of the Group’s sports retail
stores, management and operating functions in Europe,
Asia and the rest of the world, including the Group’s
European Distribution Centres in Belgium and Austria,
European freehold property owning companies, GAME
Spain stores and e-commerce offering, the Baltics &
Asia e-commerce offerings and the MySale business
in Australia.
Wholesale & Licensing
This segment included the results of the Group’s portfolio
of internationally recognised brands such as Everlast,
Karrimor, and Slazenger.
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, the Group has decided that
its financial services and property divisions should be
disclosed as separate operating segments.
In addition, the Group’s wholesale and licensing activities
have become less of an area of focus in recent periods
and therefore management judge the results from these
activities no longer warrant separate presentation as an
operating segment.
As a result, the Group will now present five operating
segments, with the creation of new Property and
Financial Services segments, and the Wholesale and
Licensing Segment being absorbed into the UK Sports
and International segments:
UK Sports
This segment now includes the results of the Group’s
core sports retail store operations in the UK, plus all the
Group’s sports retail online business, other UK-based
sports retail and wholesale operations, GAME UK stores
and online operations, retail store operations in Northern
Ireland, Frasers Fitness, Studio Retail’s sales and the
Group’s central operating functions (including the
Shirebrook campus).
Premium Lifestyle
This segment includes the results of the Group’s premium
and luxury retail businesses FLANNELS, Cruise, Van
Mildert, Jack Wills, House of Fraser, Gieves & Hawkes,
and Sofa.com along with the related websites, the
businesses acquired from JD Sports Fashion Plc in FY23,
as well as the results from the I Saw it First website
and the Missguided website until the disposal of the
Missguided intellectual property in October 2023.
International
This segment includes the results all of the Group’s sports
retail stores, management and operating functions in
Europe, Asia and the rest of the world, including the
Group’s European Distribution Centres in Belgium and
Austria, GAME Spain stores and e-commerce offering,
the Baltics & Asia e-commerce offerings, the MySale
business in Australia, the Group’s US retail operations
until they were disposed of in 2022, and all non-UK
based wholesale and licensing activities (relating to
brands such as Everlast, Karrimor, and Slazenger).
Property
This segment includes the results from the Group’s
freehold property owning and long leasehold holding
property companies that generate third party rental
and other property related income (e.g., car parking,
conference and events income). The results of the
Coventry Arena are reported in this segment.
Financial Services
This segment includes the results of Frasers Group
Financial Services. This includes interest charged on
amounts advanced to consumer credit customers, along
with the associated impairment and operating costs.
The operating performance of each segment is assessed
by reference to revenue, gross margin, and profit from
trading activities after operating expenses. For the
avoidance of doubt, operating costs in the Group’s
three retail operating segments include rents payable
to third party landlords. Intra-group rent payments are
eliminated on consolidation.
For the property segment, profit from trading activities
includes fair value gains and losses in respect of
investment properties (see further below) and gains
or losses on disposal of properties since the Group’s
property businesses seek to generate income from
rentals and capital appreciation of properties held.
In the Financial Services segment, impairment losses on
consumer credit receivables are disclosed within gross
margin, which management deem to be the appropriate
treatment for a financial services business.
Depreciation, amortisation and impairments (net of
any reversals) are disclosed as part of each segment’s
operating profit/(loss).
Net investment and finance income and costs are
not split by segment as management consider that
these items relate to the Group as a whole and any
split would not be meaningful. The segmental results
for the comparative period ended 30 April 2023 have
been restated to present segmental information on
a consistent basis and to restate for changes to the
reclassification of rental income, see first note 1 for
further details.
FRASERS GROUP PLC
ANNUAL REPORT 2024
183
Segmental information for the 52 weeks
ended 28 April 2024:
UK
Premium
Financial
Group
Sports
Lifestyle
International
Retail
Property
Services
Total
(£’m)
(£’m)
(£'m)
(£’m)
(£’m)
(£’m)
(£’m)
Revenue
2,860.8
1,204.0
1,289.2
5,354.0
72.7
111.0
5,537.7
Cost of sales
(1,558.5)
(773.2)
(782.4)
(3,114.1)
(7.8)
(20.6)
(3,142.5)
Gross profit
1,302.3
430.8
506.8
2,239.9
64.9
90.4
2,395.2
Gross Margin %
45.5%
35.8%
39.3%
41.8%
89.3%
81.4%
43.3%
Operating costs
(833.9)
(293.6)
(373.5)
(1,501.0)
(40.8)
(32.8)
(1,574.6)
Fair value adjustments to investment properties
-
-
-
-
11.5
-
11.5
Gain on disposal of properties
-
-
-
-
3.5
-
3.5
Profit from trading
468.4
137.2
133.3
738.9
39.1
57.6
835.6
Depreciation & amortisation
(109.9)
(36.4)
(76.6)
(222.9)
(60.2)
(1.5)
(284.6)
Impairments net of impairment reversals
8.4
(2.5)
(12.5)
(6.6)
(14.8)
-
(21.4)
Share-based payments
(23.0)
-
(0.4)
(23.4)
-
-
(23.4)
Foreign exchange realised
9.2
0.3
0.3
9.8
4.6
-
14.4
Operating profit/(loss)
353.1
98.6
44.1
495.8
(31.3)
56.1
520.6
Gain on sale of subsidiaries/discontinued operations
25.0
Net investment income
9.5
Net finance costs
(48.1)
Profit before tax
507.0
Result from discontinued operation
(12.5)
Fair value adjustment to derivative financial instruments
(27.6)
Fair value losses on equity derivatives
68.9
Realised FX gain
(14.4)
Share-based payments
23.4
Adjusted profit before tax ('APBT')
544.8
Revenue from external customers in Frasers Group Financial Services Limited includes credit account interest of
£111.0m (FY23: £125.0m), and gross profit includes impairment losses on credit customer receivables of £20.6m
(FY23: £15.5m), both of which are recognised in the newly created Financial Services segment.
Other segmental items included in the income statement for the 52 weeks
ended 28 April 2024:
UK
Premium
Financial
Group
Sports
Lifestyle
International
Retail
Property
Services
Total
(£’m)
(£’m)
(£'m)
(£’m)
(£’m)
(£’m)
(£’m)
Property, plant & equipment depreciation
(68.7)
(26.9)
(41.7)
(137.3)
(60.2)
(2.1)
(199.6)
Property, plant & equipment impairment
(3.0)
3.0
(4.9)
(4.9)
(14.8)
-
(19.7)
IFRS 16 ROU depreciation
(40.7)
(9.5)
(33.6)
(83.8)
-
0.6
(83.2)
IFRS 16 ROU (impairment)/reversals
11.9
(0.3)
(6.4)
5.2
5.2
Fair value adjustments to investment properties
-
11.5
11.5
IFRS 16 disposal and modification/remeasurement of
lease liabilities
(2.1)
4.9
(9.4)
(6.6)
-
-
(6.6)
Intangible amortisation
(0.5)
-
(1.3)
(1.8)
-
-
(1.8)
Intangible impairment
(0.5)
(5.2)
(1.2)
(6.9)
-
-
(6.9)
Information regarding segmental assets and liabilities as at
28 April 2024
and capital expenditure for the 52 weeks
then ended:
UK
Premium
Financial
Group
Sports
Lifestyle
International
Retail
Property
Services
Eliminations
Total
(£’m)
(£’m)
(£'m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Total assets
5,481.4
757.2
841.3
7,079.9
128.6
329.9
(3,083.5)
4,454.9
Total liabilities
(2,356.3)
(520.8)
(611.4)
(3,488.5)
(229.0)
(234.6)
1,370.2
(2,581.9)
Tangible asset additions
63.6
36.8
75.0
175.4
91.8
-
-
267.2
Right of use asset additions
43.1
8.8
25.8
77.7
27.3
-
-
105.0
Intangible asset additions
23.5
0.2
1.3
25.0
-
-
-
25.0
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
184
Segmental information for the 53 weeks ended
30 April 2023
(1)
UK
Premium
Financial
Group
Sports
Lifestyle
International
Retail
Property
Services
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£'m)
Revenue
2,959.1
1,218.1
1,247.7
5,424.9
36.1
125.0
5,586.0
Cost of sales
(1,685.7)
(741.0)
(746.2)
(3,172.9)
(2.6)
(15.5)
(3,191.0)
Gross profit
1,273.4
477.1
501.5
2,252.0
33.5
109.5
2,395.0
Gross margin %
43.0%
39.2%
40.2%
41.5%
92.8%
87.6%
42.9%
Operating costs
(818.7)
(343.1)
(344.9)
(1,506.7)
(25.1)
(43.7)
(1,575.5)
Fair value adjustments to investment properties
-
-
-
-
(6.5)
-
(6.5)
Gain on disposal of properties
-
-
-
-
95.4
-
95.4
Profit from trading
454.7
134.0
156.6
745.3
97.3
65.8
908.4
Depreciation & amortisation
(117.8)
(41.4)
(46.3)
(205.5)
(36.0)
(0.9)
(242.4)
Impairments net of impairment reversals
(25.1)
(56.9)
(133.8)
(215.8)
(23.9)
-
(239.7)
Share-based payments
(19.3)
(19.3)
(19.3)
Foreign exchange realised
35.8
0.1
(4.7)
31.2
31.2
Exceptional items
-
55.2
16.9
72.1
-
25.0
97.1
Operating profit
328.3
91.0
(11.3)
408.0
37.4
89.9
535.3
Gain on sale of subsidiaries/discontinued operations
17.6
Net investment income
108.0
Net finance costs
(22.9)
Profit before tax
638.0
Exceptional items
(97.1)
Result from discontinued operation
26.4
Fair value adjustment to derivative financial instruments
(32.5)
Fair value losses on equity derivatives
(41.1)
Realised FX gain
(31.2)
Share-based payments
19.3
Adjusted profit before tax ('APBT')
481.8
(1) The FY23 results have been re-categorised due to changes in the reporting segments, with the creation of new Property and Financial Services segments, and the Wholesale
and Licensing Segment being absorbed into the UK Sports and International segments. They have also been restated for the reclassification as rental income (note 1).
Inter-segment sales are priced at cost plus a 10% mark-up.
Other segmental items included in the income statement for the 53 weeks
ended 30 April 2023:
UK
Premium
Financial
Group
Sports
Lifestyle
International
Retail
Property
Services
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£'m)
Property, plant & equipment depreciation
(95.6)
(35.6)
(19.0)
(150.2)
(36.0)
(0.9)
(187.1)
Property, plant & equipment impairment
(14.0)
(17.2)
(1.4)
(32.6)
(23.9)
-
(56.5)
IFRS 16 ROU depreciation
(40.0)
(6.6)
(28.6)
(75.2)
-
-
(75.2)
IFRS 16 ROU impairment
(6.2)
(19.2)
(17.7)
(43.1)
-
-
(43.1)
Fair value adjustments to investment properties
-
-
-
-
(6.5)
-
(6.5)
IFRS 16 disposal and modification/remeasurement of
lease liabilities
17.8
0.8
8.2
26.8
-
-
26.8
Intangible amortisation
-
-
(6.9)
(6.9)
-
-
(6.9)
Intangible impairment
(4.9)
(20.5)
(114.7)
(140.1)
-
-
(140.1)
(1) The FY23 results have been re-categorised due to changes in the reporting segments, with the creation of new Property and Financial Services segments, and the Wholesale
and Licensing Segment being absorbed into the UK Sports and International segments.
FRASERS GROUP PLC
ANNUAL REPORT 2024
185
Information regarding segmental assets and liabilities as at
30 April 2023
and capital expenditure for the 53 weeks
then ended
   
 
UK
Premium
     
Financial
 
Group
 
Sports
Lifestyle
International
Retail
Property
Services
Eliminations
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£'m)
Total assets
5,414.9
1,985.3
983.2
8,383.4
34.8
415.0
(4,530.5)
)
4,302.7
Total liabilities
(2,277.3)
(1,808.0)
(836.0)
(4,921.3)
(186.6)
(352.5)
2,825.9
(2,634.5)
Tangible asset additions
239.3
26.3
47.1
312.7
155.4
0.3
-
468.4
Right of use asset additions
62.8
23.0
30.9
116.7
-
-
-
116.7
Intangible asset additions
-
-
1.0
1.0
-
-
-
1.0
(1) The FY23 results have been re-categorised due to changes in the reporting segments, with the creation of new Property and Financial Services segments, and the Wholesale
and Licensing Segment being absorbed into the UK Sports and International segments.
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 52 weeks
ended 28 April 2024:
   
 
UK
Europe
USA
Asia
Oceania
Eliminations
Total
 
(£'m)
(£'m)
(£’m)
(£'m)
(£'m)
(£’m)
(£’m)
Segmental revenue from external customers
4,243.8
1,056.7
130.1
71.6
35.5
-
5,537.7
Total capital expenditure
295.7
93.4
0.4
2.8
4.9
-
397.2
Non-current segment assets*
1,111.8
222.6
33.0
5.2
0.7
-
1,373.3
Total segmental assets
6,840.3
457.2
164.3
69.1
7.5
(3,083.5)
4,454.9
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
4,335.6
1,026.9
128.4
78.2
16.9
-
5,586.0
Total capital expenditure
310.6
104.5
0.7
0.8
-
-
416.6
Non-current segment assets*
1,054.2
237.7
35.8
3.9
1.4
-
1,333.0
Total segmental assets
8,062.7
556.9
155.8
48.1
9.7
(4,530.5)
4,302.7
*Excludes deferred tax, long-term financial instruments and retirement benefit surplus.
Material non-current segmental assets –
by a non-UK country:
   
 
USA
Belgium
Austria
Estonia
Ireland
Spain
Denmark
Germany
 
(£'m)
(£'m)
(£'m)
(£'m)
(£'m)
(£'m)
(£’m))
(£'m)
FY24
33.0
61.3
10.9
26.3
72.6
9.9
6.0
20.5
FY23
35.8
47.6
21.7
20.9
90.4
15.1
13.9
17.4
Material segmental revenue from external customers –
by a non-UK country:
   
 
USA
Belgium
Austria
Estonia
Ireland
Spain
Denmark
Malaysia
Poland
 
(£'m)
(£'m)
(£'m)
(£'m)
(£'m)
(£'m)
(£’m))
(£'m)
(£'m)
FY24
129.8
113.3
39.4
150.3
206.2
313.9
58.0
62.5
37.4
FY23
136.8
120.1
41.4
142.2
188.8
282.3
86.5
68.0
24.0
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 2024
186
5. OTHER OPERATING INCOME
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023 (restated)
(1)
 
(£’m)
(£’m)
Rent receivable
-
1.0
Other
10.9
10.7
 
10.9
11.7
(1) Restated to reflect the change in accounting policy regarding the classification of rental income. Please refer to note 1 for further details.
Other operating income relates to charges for aircraft, lease surrender premiums, ad hoc income and sundry charges
to third parties.
6. EXCEPTIONAL ITEMS
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023 (restated)
 
(£’m)
(£’m)
Fair value gain on associate
-
16.9
Adjustment to Studio regulatory provision
-
25.0
Gain on bargain purchase
-
55.2
 
-
97.1
The gain on bargain purchase in the prior 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 in the prior year arose as a result of the disposal of 51% of Kangol LLC, following the
loss of control. See note 20 for further details.
7. PROFIT ON SALE OF PROPERTIES
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Profit on sale of properties
3.5
95.4
The profit on the sale of properties in the prior period includes gains on the sale of UK and European properties.
8. OPERATING PROFIT FOR THE PERIOD
Operating profit for the period is stated after charging/(crediting):
 
52 weeks ended
53 weeks ended 30
 
28 April 2024
April (restated)
 
(£’m)
(£’m)
Foreign exchange gain
(14.4)
(31.2)
Depreciation and amortisation of non-current assets:
   
-Depreciation of property, plant & equipment (incl. right-of-use asset)
282.8
262.3
-Impairment of property, plant & equipment (incl. right-of-use asset)
14.5
99.4
-Amortisation of intangible assets
1.8
6.9
-Impairment of intangible assets
6.9
140.1
IFRS 16 leases:
   
Loss/(profit) on disposal and modification/remeasurement of lease liabilities
6.6
(26.8)
Variable lease payments*
15.3
15.4
Short term and low value lease expenses*
29.9
33.3
*These are recorded in selling, distribution and administrative expenses in the consolidated income statement.
FRASERS GROUP PLC
ANNUAL REPORT 2024
187
Services Provided by the Group’s Auditor
The remuneration of the auditors, RSM UK Audit LLP, and associated firms, was as detailed below:
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
AUDIT SERVICES
   
Audit of the Group and company - recurring
1.9
2.0
Audit of the Group and company - non-recurring
-
-
Audit of subsidiary companies
1.1
1.1
 
3.0
3.1
During the prior period, RSM UK Audit LLP and associated firms provided reporting accountant services and fees
amounted to £0.3m.
9. PAYROLL COSTS
The average monthly number of employees, including Executive Directors, employed by the Group during
the period was:
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
Retail stores
25,475
24,763
Distribution, administration and other
6,903
7,718
 
32,378
32,481
The net decrease in employees is due to the expansion of international operations offset by integration of acquired
businesses and store closures in the Premium segment of the Group.
The aggregate payroll costs of the employees, including Executive Directors, were as follows:
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
Wages and salaries
639.7
606.8
Social security costs
46.3
41.7
Pension costs
10.5
8.5
 
696.5
657.0
Aggregate emoluments of the Directors of the Company are summarised below:
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Aggregate emoluments
0.8
0.7
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
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Premium received on equity derivatives
76.1
63.9
Fair value gain on equity derivatives
-
45.7
Dividend income
2.3
3.0
 
78.4
112.6
The premium received on equity derivatives mainly relates to written Hugo Boss options. In the prior year, the fair value
gain on equity derivatives mainly relates to Hugo Boss options.
FRASERS GROUP PLC
ANNUAL REPORT 2024
188
11. INVESTMENT COSTS
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Loss on disposal of equity derivatives
36.5
4.6
Fair value loss on equity derivatives
32.4
-
 
68.9
4.6
The loss on equity derivatives relates to losses across the strategic investments portfolio including Hugo Boss.
12. FINANCE INCOME
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Bank interest receivable
15.8
9.7
Other finance income
-
3.9
Fair value adjustment to derivatives*
27.6
32.5
 
43.4
46.1
*Includes £6.1m (FY23: £8.4m) from interest rate swaps.
13. FINANCE COSTS
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Interest on bank loans and overdrafts
66.8
41.4
Other interest
0.4
9.4
IFRS 16 lease interest
24.3
18.2
 
91.5
69.0
14. TAXATION
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Current tax
127.5
145.2
Adjustment in respect of prior periods
(8.9)
(1.0)
Total current tax
118.6
144.2
Deferred tax
(0.7)
39.7
Adjustment in respect of prior periods
(10.0)
(24.5)
Total deferred tax (see note 28)
(10.7)
15.2
 
107.9
159.4
Profit before taxation - continuing operations
507.0
638.0
(Loss)/profit before taxation - discontinued operations
(12.5)
26.4
Total Profit before taxation
494.5
664.4
Taxation at the standard rate of tax in the UK of 25% (FY23: 19.5%)
123.6
129.6
FRASERS GROUP PLC
ANNUAL REPORT 2024
189
   
Non-taxable income
(23.5)
(18.7)
Expenses not deductible for tax purposes
34.3
70.9
Other tax adjustments
(7.6)
3.1
Adjustments in respect of prior periods - current tax
(8.9)
(1.0)
Adjustments in respect of prior periods - deferred tax
(10.0)
(24.5)
Changes in deferred tax rate
-
-
 
107.9
159.4
Tax charge - continuing operations
107.9
159.3
Tax charge - discontinued operations
-
0.1
Total tax charge
107.9
159.4
Expenses not deductible for tax purposes largely relates to non-qualifying depreciation and impairments not
qualifying for tax allowances.
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, 438,504,703 (FY23: 459,911,330), is adjusted to
assume conversion of all dilutive potential ordinary shares under the Group’s share schemes, being nil (FY23: nil), to
give the diluted weighted average number of shares of 438,504,703 (FY23: 459,911,330). 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
   
 
52 weeks ended
52 weeks ended
52 weeks ended
53 weeks ended
53 weeks ended
53 weeks ended
 
28 April 2024
28 April 2024
28 April 2024
30 April 2023
30 April 2023
30 April 2023
       
(restated)
(1)
(restated)
(1)
(restated)
(1)
 
Basic and diluted,
Basic and diluted,
Basic and
Basic and diluted,
Basic and diluted,
Basic and
 
continuing
discontinued
diluted, total
continuing
discontinued
diluted, total
 
operations
operations
 
operations
operations
 
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Profit for the period
393.3
(12.5)
380.8
465.4
26.3
491.7
 
Number in
Number in
Number in
Number in
Number in
Number in
 
thousands
thousands
thousands
thousands
thousands
thousands
Weighted average number
           
of shares
438,505
438,505
438,505
459,911
459,911
459,911
 
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Earnings per share
89.7
(2.9)
86.8
101.2
5.7
106.9
(1) Restated to reflect the change in accounting policy regarding the valuation of investment property and reclassification of rental income. Please refer to note 1 for further details.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
190
 
52 weeks ended
52 weeks ended
53 weeks ended
53 weeks ended
 
28 April 2024
28 April 2024
30 April 2023
30 April 2023
     
(restated)
(restated)
 
Basic
Diluted
Basic
Diluted
 
(£’m)
(£’m)
(£’m)
(£’m)
Profit for the period
380.8
380.8
491.7
491.7
Pre-tax adjustments to profit / (loss) for the period for the following items:
       
Exceptional items
-
-
(97.1)
(97.1)
Fair value adjustment to derivatives included within finance (income)
(27.6)
(27.6)
(32.5)
(32.5)
Fair value losses/(gains) and loss/(profit) on disposal of equity
       
derivatives
68.9
68.9
(41.1)
(41.1)
Realised foreign exchange gains
(14.4)
(14.4)
(31.2)
(31.2)
Share based payments
23.4
23.4
19.3
19.3
Tax adjustments on the above items
(11.0)
(11.0)
20.8
20.8
Adjusted profit for the period
420.1
420.1
329.9
329.9
 
Number in
Number in
Number in
Number in
 
thousands
thousands
thousands
thousands
Weighted average number of shares
438,505
438,505
459,911
459,911
 
Pence per share
Pence per share
Pence per share
Pence per share
Adjusted Earnings per share
95.8
95.8
71.7
71.7
16. DISCONTINUED OPERATIONS AND SALE OF SUBSIDIARIES
On 20 December 2023, the Group acquired the Matches business (“Matches”) from MF Intermediate Limited, by way
of the purchase of 100% of the shares of a group of 6 companies (of which MatchesFashion Limited was the main
trading subsidiary) and the acquisition of the senior and junior debt owed by those companies. The consideration
payable was £51.9m (see note 32 for details of the acquisition accounting).
Following the acquisition, the Group provided significant funding to Matches but the business continued to generate
material trading losses. As a result of this, the management concluded that the funding requirements of the business
would be far in excess of amounts that the Group considers to be viable and on 8 March 2024 administrators were
appointed. From this point, the Group was no longer exposed to and no longer had rights to variable returns from
Matches and lost its ability to influence these returns through its power over the entity. Therefore, in accordance
with IFRS 10 Consolidated Financial Statements (“IFRS 10”) management concluded that it no longer had control
over Matches.
In accordance with IFRS 5.32, management considered that Matches constituted a separate major line of business
that had been disposed of and that it therefore met the criteria to be classified as a discontinued operation.
FRASERS GROUP PLC
ANNUAL REPORT 2024
191
Details of the disposal
Period ended
28 April 2024
(£’m)
Total disposal consideration
74..7
Carrying amount of net assets disposed of
(78.8)
Loss on disposal after income tax
(4.1)
All amounts are attributable to the owners of the parent.
Total disposal consideration of £74.7m reflects loans due to the Group from Matches at the point of disposal, net of a
provision for expected credit loss.
In period between the administrators’ appointment and 28 April 2024, the Group purchased the brand names and
intellectual property of Matches for £20.0m, with the consideration payable being treated as a reduction in the
amounts owed to the Group by Matches.
A first dividend of £30.0m was received from the administrators prior to year-end leaving an outstanding balance
of £24.7m at year end, which is recorded within trade and other receivables.
Financial performance and cash flow information
20 December
2023 to
28 April 2024
(£’m)
Revenue
29.9
Expenses
(38.3)
Loss after tax of discontinued operation
(8.4)
Loss on disposal
(4.1)
Loss from discontinued operation
(12.5)
Net cash outflow from operating activities
(9.1)
Net cash outflow from investing activities
(5.3)
Net decrease in cash generated by the discontinued operation
(14.4)
The carrying amounts of assets and liabilities at the date of disposal on 8 March 2024 were as follows:
(£’m)
Goodwill
1.9
Intangible assets
20.0
Inventories
73.9
Trade and other receivables
34.9
Cash and cash equivalents
20.0
Total assets
150.7
Trade and other payables
(45.8)
Provisions
(12.3)
Lease liabilities
(13.8)
Total liabilities
(71.9)
Net assets of the disposal group
78.8
FRASERS GROUP PLC
ANNUAL REPORT 2024
192
Disposal of Subsidiaries
During the current period, the Group sold certain intellectual property assets relating to Missguided for net
consideration of approximately £25.0m.
Summary of FY23 discontinued operation and disposals of subsidiaries
On 24 May 2022, the Group disposed of its US retail businesses trading as Bob’s 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.
As per IFRS 5, this disposal group was classified as held for sale and as a discontinued operation in FY22.
A profit on disposal of £26.3m was recognised in the Consolidated Income Statement in the prior year.
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
Gain on sale after income tax
26.3
The Consolidated Cash Flow Statement in the prior year included the following amounts relating to this
discontinued operation:
 
53 weeks ended
 
30 April 2023
 
(£’m)
Operating activities
(2.2)
Financing activities
(0.5)
Net cash outflow from discontinued operations
(2.7)
Additionally, during the prior 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 prior period was therefore £46.5m.
17. PROPERTY, PLANT AND EQUIPMENT
       
Short-term
   
 
Right of Use
Freehold Land
Long-term
Leasehold
Plant and
 
 
Assets*
and Buildings
Leaseholds
improvements
Equipment
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
COST
           
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
98.0
97.5
6.0
1.1
275.5
478.1
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
736.6
926.6
143.7
126.5
1,231.9
3,165.3
Additions
81.3
15.5
6.8
-
169.4
273.0
Eliminated on disposals
(75.1)
(16.5)
(2.1)
(14.7)
(96.0)
(204.4)
Reclassifications/
           
Remeasurements
15.2
(83.9)
(3.0)
-
(10.6)
(82.3)
Exchange differences
(2.6)
(3.3)
(0.4)
(0.5)
(5.2)
(12.0)
At 28 April 2024
755.4
838.4
145.0
111.3
1,289.5
3,139.6
FRASERS GROUP PLC
ANNUAL REPORT 2024
193
ACCUMULATED DEPRECIATION AND IMPAIRMENT
           
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)
Charge for the period
(83.2)
(17.4)
(17.4)
(0.1)
(164.7)
(282.8)
Impairment
5.2
6.8
(6.7)
-
(19.8)
(14.5)
Eliminated on disposals
75.1
4.4
3.0
14.1
32.0
128.6
Reclassifications /
           
Remeasurements
(3.4)
12.7
(3.7)
0.2
8.9
14.7
Exchange differences
5.1
0.6
0.2
0.4
4.0
10.3
At 28 April 2024
(510.0)
(459.9)
(87.9)
(109.7)
(1,009.5)
(2,177.0)
NET BOOK VALUE
           
At 28 April 2024
245.4
378.5
57.1
1.6
280.0
962.6
At 30 April 2023
227.8
459.6
80.4
2.2
362.0
1,132.0
At 24 April 2022
194.7
483.5
92.7
3.7
236.4
1,011.0
*ROU assets have been restated to reflect the change in accounting policy regarding the valuation of investment property. Please refer to note 1 for further details. Lease arrangements for
ground rents have also been reclassified to investment properties as they are now recognised and measured as part of the fair values of investment property.
Note 2 provides further detail on the property related impairments (relating to ROU assets and freehold land
and buildings).
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 of 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(e). 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. £45m (FY23: approx. £49m). It is expected
that future cash flows will not be materially different to the FY24 cash flows.
Leases to which the Group is committed but have not yet commenced at period end are not considered
to be material.
FRASERS GROUP PLC
ANNUAL REPORT 2024
194
18. INVESTMENT PROPERTIES
   
 
Freehold Land
 
and Buildings
 
(£’m)
Fair value at 24 April 2022*
95.5
Direct acquisitions
107.0
Less right-of-use asset additions
(18.7)
Transfer from property, plant and equipment – at fair value
1.3
Disposals
(37.3)
Net loss from fair value adjustment on investment properties
(6.5)
Market value per valuation report
141.3
Lease liabilities on ground leases
18.7
Fair value at 30 April 2023*
160.0
Lease liabilities on ground leases brought forward
(18.7)
Direct acquisitions
99.2
Less right-of-use asset additions
(23.7)
Transfer from property, plant and equipment - at fair value
79.4
Net gain from fair value adjustment on investment properties
11.5
Market value per valuation report
307.7
Lease liabilities on ground leases
42.8
Fair value at 28 April 2024
350.5
*Restated to reflect the change in accounting policy regarding the valuation of investment property. Please refer to note 1 for further details.
The rental income from Investment Properties recognised in the consolidated income statement for the year was £38.7m
(FY23: £23.7m).
Valuation Processes
The Group’s investment properties were valued as at 28 April 2024 by the Group’s internal property team who are
appropriately qualified chartered surveyors, follow the applicable valuation methodology of the Royal Institute of
Chartered Surveyors, and have recent experience in the locations and segments of the investment properties valued.
For all investment properties, their current use equates to the highest and best use. The Group’s finance department
includes a team that reviews the valuations performed by the property team for financial reporting purposes. This team
reports directly to the Chief Financial Officer (CFO) and the Audit Committee (AC). Discussions of valuation processes
and results are held between the finance department and the property team in August and February each year.
At each financial discussion, the finance department verifies all major inputs to the valuation report and assesses
property valuation movements when compared to the previous valuation report.
Measurement of Fair Value of Investment Property
Properties valued by the Group’s internal property team are valued on an open market basis based on active
market prices adjusted for any differences in the nature, location or condition of the specified asset such as plot size,
encumbrances and current use. If this information is not available, alternative valuation methods are used such as recent
prices on less active markets, or discounted cashflow projections. The significant unobservable input is the adjustment
for factors specific to the properties in question. The extent and direction of this adjustment depends on the number
and characteristics of the observable market transactions in similar properties that are used as the starting point for
the valuation. Although this input is a subjective judgement, management consider that the overall valuation would not
be materially altered by any reasonable alternative assumptions. All of the valuations across the Group’s investment
property are considered to be level 3 fair values.
The market value of the investment properties has been supported by comparison to that produced under income
capitalisation techniques applying yield as a key unobservable input. The range of yield applied is 7.0% to 20.0%.
The fair value of an investment property reflects, among other things, rental income from current leases and assumptions
about future rental lease income based on current market conditions and anticipated plans for the property.
FRASERS GROUP PLC
ANNUAL REPORT 2024
195
19. INTANGIBLE ASSETS
   
   
Trademarks
 
Customer
 
 
Goodwill
and Licenses
Brands
Related
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
COST
         
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
Acquisitions (note 32)
4.2
20.0
-
-
24.2
Additions
-
25.0
-
-
25.0
Disposals
(1.9)
(20.0)
-
-
(21.9)
Exchange adjustments
-
(0.1)
0.3
-
0.2
At 28 April 2024
217.0
126.7
89.1
5.7
438.5
AMORTISATION AND IMPAIRMENT
         
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)
Amortisation charge
-
(0.5)
(1.3)
-
(1.8)
Impairment
(2.3)
(4.6)
-
-
(6.9)
Disposals
-
-
-
-
-
Exchange adjustments
-
(0.4)
(0.3)
-
(0.7)
At 28 April 2024
(207.1)
(103.4)
(80.1)
(5.7)
(396.3)
At 28 April 2024
9.9
23.3
9.0
-
42.2
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
Amortisation is charged to selling, distribution and administrative expenses in the Consolidated Income Statement.
Goodwill, trademarks, licenses and brands that 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 is allocated as follows:
   
 
28 April 2024
 
Goodwill
Trademarks
Brands
Total
   
and Licenses
   
 
(£’m)
(£’m)
(£’m)
(£’m)
Wholesale & Licensing (excl. Everlast)
9.9
-
-
9.9
Everlast
-
3.0
9.0
12.0
Matches
-
20.0
-
20.0
 
9.9
23.0
9.0
41.9
 
30 April 2023
 
Goodwill
Trademarks
Brands
Total
   
and Licenses
   
 
(£’m)
(£’m)
(£’m)
(£’m)
Wholesale & Licensing (excl. Everlast)
9.9
-
-
9.9
Everlast
-
3.3
10.3
13.6
 
9.9
3.3
10.3
23.5
FRASERS GROUP PLC
ANNUAL REPORT 2024
196
Acquisitions
In the current period, goodwill and trademarks with a fair value of £24.2m (FY23: £47.3m) were recognised as part
of business combinations with £21.9m relating to the Matches acquisition. See note 32 for details. The goodwill and
trademarks recognised in respect of Matches were derecognised once the business went into administration on 8
March 2024. See note 16 for details. Following a review of the trading performance of the other businesses acquired
the goodwill was fully impaired as the recoverable amount on a value in use basis was estimated to be £nil.
Additions
In period between the administrators’ appointment and 28 April 2024, the Group purchased the brand names and
intellectual property of Matches for £20.0m (see note 16 for further details). The assets acquired were assumed to have
a useful economic life of 15 years. Management do not consider that there was any indicator of impairment at the
reporting date.
During the current period, the Group also acquired other trademarks and brand names with a cost value of £5m.
These assets were fully impaired as the recoverable amount on a value in use basis was estimated to be £nil.
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 £1.3m (FY23: £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 10 years (FY23: 11 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.
No impairment testing was performed on the intellectual property purchased from Matches due to the absence of
any indicator of impairment and the proximity of the transaction to the reporting date.
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:
28 April 2024
30 April 2023
Wholesale & Licensing
Wholesale & Licensing
(excl. Everlast)
Everlast
(excl. Everlast)
Everlast
5-year average annual forecast sales decline
(1.7%)
(1.8%)
(3.0%)
(2.6%)
Discount rate
9.8%
13.5%
8.5%
14.2%
Annual % increase in operating costs
-
-
-
3.0%
Terminal growth rate
2.0%
2.0%
2.0%
2.0%
FRASERS GROUP PLC
ANNUAL REPORT 2024
197
Management have prepared cash flow forecasts for a five-year period derived from the actual results for financial year
2023/24. These forecasts include assumptions around sales prices and volumes, specific customer relationships and
operating costs and working capital movements.
The average rate of annual sales decline forecast for the Everlast CGU of 1.7% pa is less pessimistic than the 2.6% pa
in the prior year and is reflective of management’s latest view of the business’s prospects in the medium-term due to
current restructuring underway.
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.
Overhead costs in the Everlast CGU have been assumed to remain flat (FY23: 3.0% pa increase) throughout the
forecast period on the basis that inflationary cost increases will be offset by operational efficiencies due to current
restructuring underway.
To forecast beyond the detailed cash flows into perpetuity, a long-term average growth rate of 2.0% (FY23: 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.
Results
The recoverable amount of the Wholesale & Licensing (excluding Everlast) CGU exceeds its carrying value by
approximately £72.7m (FY23: £82.0m) and as such no impairment was required.
The recoverable amount of the Everlast CGU exceeds its carrying value by approximately £9.0m (FY23: £87.9m
impairment loss) and as such no impairment was required.
Sensitivity Analysis
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 to make recoverable amount of CGU
equal to its carrying value:
   
 
Everlast
Value in use
£55.2m
Current headroom
£9.0m
Change in key assumption required to make recoverable amount of CGU equal to its carrying value
 
Current Terminal Growth Rate
2.0%
Revised Terminal Rate of Decline
(0.9%)
Current Discount Rate
13.5%
Revised Discount Rate
13.9%
Current 5-year average annual forecast sales decline
(1.8%)
Revised 5-year average annual forecast sales decline
(2.1%)
Current annual % increase in operating costs
-
Revised annual % increase in operating costs
1.5%
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 2024
198
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
Additions
1.1
At 28 April 2024
18.0
The Group currently holds a 49.0% share of Four (Holdings) Limited (FY22: 49.0%), the carrying amount of this
investment is £nil (FY23: £nil). Detailed disclosures have not been presented as the results are immaterial. The Group
is owed £30m from the group of companies headed by Four (Holdings) Limited (£6.4m net of amounts recognised
in respect of loss allowance) (FY23: £37.9m, £4.5m net of loss allowance), see note 23 for further details. The group of
companies headed by Four (Holdings) Limited made a profit of £3.6m in the period (FY23: profit of £4.7m).
During the period the Group increased its investment in Tymit Limited from 25.0% to 28.2%. The entity is loss making
and its results are immaterial to the Group for further disclosure. Amounts receivable from the associate have been
provided for, please refer to note 34 for further details.
In the current period the Group invested in X Channel Marketing limited for £1.1m. Detailed disclosures as to XCM’s
performance have not been presented as the results are immaterial.
In the prior period, the Group sold 51% of its shareholding in Kangol LLC to Bollman Hat Company for £17.6m,
retaining a 49% holding. A gain on disposal (loss of control) of £17.6m was recognised in the gain on disposal of
subsidiaries/discontinued operations line in the consolidated income statement. A fair value gain of £16.9m was
also 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. All of the Group’s
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:
   
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
At beginning of period
289.6
206.6
Additions
382.6
243.3
Disposals
(133.3)
(172.4)
Amounts recognised through other comprehensive income
(43.7)
9.9
Exchange differences
0.2
2.2
 
495.4
289.6
FRASERS GROUP PLC
ANNUAL REPORT 2024
199
Included within long-term financial assets at the period ended 28 April 2024 are the following direct
interests held by the Group:
   
36.9% (FY23: 36.9%) interest in Mulberry Group Plc
31.1% (FY23: Nil%) interest in XXL ASA
24.5% (FY23: Nil%) interest in AO World Plc
22.7% (FY23: Nil%) interest in Boohoo Group Plc
20.4% (FY23: 17.6%) interest in N Brown Group Plc
20.2% (FY23: 5.5%) interest in ASOS Plc
9.3% (FY23: Nil%) interest in Hornby Plc
6.6% (FY23: Nil%) interest in Currys Plc
Various other interests, none of which represent more than 5.0% of the voting power of the investee
The following table shows the fair value of each of the Group’s long-term financial assets (all listed):
   
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
AO World plc
150.1
-
Boohoo Group plc
98.4
-
ASOS plc
83.1
40.5
Currys plc
46.1
-
XXL ASA
31.9
-
Mulberry Group plc
23.8
53.2
N Brown Group plc
13.4
23.5
Hornby plc
5.2
-
Other*
43.4
172.4
At end of period
495.4
289.6
*Other relates to interests which do not represent more than 5.0% of the voting power of the investee as at 28 April 2024.
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 brands.
22. INVENTORIES
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Goods for resale
1,355.3
1,464.9
As at 28 April 2024, goods for resale include a right of return asset totalling £3.1m (FY23: £6.9m). Amounts written off in
the period relating to stock was £39.5m (FY23: £54.0m).
The following inventory costs have been recognised in cost of sales:
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Cost of inventories recognised as an expense
3,121.9
3,175.5
The Directors have reviewed the opening and closing provisions against inventory and have concluded that these
are fairly stated. The Group has reviewed its estimates and assumptions for calculating inventory provisions at
28 April 2024. Overall provisions have decreased from £220.6m in FY23 to £192.0m as at 28 April 2024, with this
£28.6m change in provision being recognised as a credit in cost of sales.
FRASERS GROUP PLC
ANNUAL REPORT 2024
200
23. TRADE AND OTHER RECEIVABLES
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Gross credit customer receivables
286.9
326.0
Allowance for expected credit loss on credit customer receivables
(80.7)
(100.1)
Net credit customer receivables
206.2
225.9
Trade receivables
91.6
65.6
Deposits in respect of derivative financial instruments
139.0
190.1
Amounts owed by related parties (see note 34)
6.6
4.7
Other receivables
128.1
122.3
Prepayments
103.4
111.5
 
674.9
720.1
Following the acquisition of Frasers Group Financial Services Limited (formerly known as Studio Retail Limited) in FY22,
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.
Trade and Other Receivables
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 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:
   
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Current
53.7
29.1
0-30 days past due
14.9
18.5
30-60 days past due
4.7
3.5
60-90 days past due
3.3
2.6
Over 90 days past due
15.0
11.9
 
91.6
65.6
FRASERS GROUP PLC
ANNUAL REPORT 2024
201
The credit quality of assets neither past due nor impaired is considered to be good.
The movement in loss allowance relating to trade receivables and amounts owed by related
parties can be analysed as follows:
52 weeks ended
53 weeks ended
28 April 2024
30 April 2023
(£’m)
(£’m)
Opening position
83.6
74.9
Amounts charged to the income statement
14.3
14.8
Amounts written off as uncollectable
(17.6)
(0.4)
Amounts recovered during the period
(7.5)
(5.7)
Closing position
72.8
83.6
Included in the below table is the loss allowance movement in amounts due from related parties as follows:
52 weeks ended
53 weeks ended
28 April 2024
30 April 2023
(£’m)
(£’m)
Opening position
44.0
38.4
Amounts charged to income statement
4.6
5.6
Amounts written off as uncollectable
(3.5)
-
Amounts recovered during the period
(7.5)
-
Closing position
37.6
44.0
The gross carrying amount of the balance due from
related parties is £44.0m (FY23: £48.7m). The charge
in the period was recorded in Selling, distribution and
administrative expenses. £21.5m of the gross amounts due
from related parties balance is due in less than one year
with the remaining being due in more than one year
(FY23: £11.2m 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 £201.3m (FY23: £256.4m) were eligible to
be funded via the securitisation facility, and the facilities
utilised were £126.8m (FY23: £161.6m).
Other information
The average credit period taken on sales of goods is 264
days (FY23: 222 days). On average, interest is charged at
3.4% (FY23: 3.4%) 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
(FY23: None) 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 25,170 accounts (FY23: 21,395) with total gross
balances of £16.6m (FY23: £14.3m) on repayment plans.
Provisions are assessed as detailed above.
During the current period, overdue receivables with a gross
value of £35.6m (FY23: £56.0m) 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 2024
202
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 28 April 2024:
   
 
28 April 2024
30 April 2023
   
Trade receivables
   
Trade receivables
 
   
on forbearance
   
on forbearance
 
 
Trade receivables
arrangements
Total
Trade receivables
arrangements
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Ageing of trade receivables
           
Not past due
206.7
15.7
222.4
242.5
13.0
255.5
Past due:
           
0 - 60 days
22.0
0.9
22.9
23.4
1.3
24.7
60 - 120 days
9.3
-
9.3
9.6
-
9.6
120+ days
32.3
-
32.3
36.2
-
36.2
Gross trade receivables
270.3
16.6
286.9
311.7
14.3
326.0
Allowance for expected
           
credit loss
(69.0)
(11.7)
(80.7)
(90.2)
(9.9)
(100.1)
Carrying value
201.3
4.9
206.2
221.5
4.4
225.9
   
 
1 May 2023 to 28 April 2024
 
Stage 1
Stage 2
Stage 3
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
Gross trade receivables
185.6
47.3
54.0
286.9
Allowance for doubtful debts:
       
Opening balance
(17.2)
(37.2)
(45.7)
(100.1)
Impairment (charge)/release
(6.9)
5.0
(19.9)
(21.8)
Utilisation in period
6.4
13.3
21.5
41.2
Closing balance
(17.7)
(18.9)
(44.1)
(80.7)
Carrying value
167.9
28.4
9.9
206.2
Analysis of impairment charge:
   
 
1 May 2023 to
25 April 2022 to
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Impairment charge impacting on provision
(21.8)
(22.2)
Recoveries
9.5
9.2
Other
(8.3)
(2.5)
Impairment charge
(20.6)
(15.5)
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 £1.4m.
A 1% increase in the assumed recoveries rate would
result in the impairment provision decreasing by
approximately £0.8m.
Changing the weighting of macro-economic scenarios
to a more positive outlook so that the severe-case
scenario’s weighting is halved to 5% and base
reducing by 10% to 45% (with upside increasing
by 15% to 25% and downside remaining at 25%)
would result in the impairment provision reducing
by approximately £0.7m.
FRASERS GROUP PLC
ANNUAL REPORT 2024
203
24. CASH AND CASH EQUIVALENTS
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Cash in bank and in hand - Sterling
240.1
81.0
Cash in bank and in hand - US dollars
29.2
61.7
Cash in bank and in hand - Euros
51.6
160.7
Cash in bank and in hand - Other
37.7
29.5
Cash and cash equivalents including overdrafts at period end
358.6
332.9
25. SHARE CAPITAL
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
AUTHORISED
   
999,500,010 ordinary shares of 10p each
100.0
100.0
ALLOTTED, CALLED UP AND FULLY PAID
   
640,602,369 (FY23: 640,602,369) ordinary shares of 10p each
64.1
64.1
SHARE CAPITAL
   
At 28 April 2024 and At 30 April 2023
64.1
64.1
The Group holds 190,286,334 ordinary shares in
treasury (FY23: 173,127,025).
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 Group holds 17,386,913 shares in the Own Share
Reserve as at period end (FY23: 17,386,913).
Fearless 1000 Bonus Scheme
FY21 Scheme Launch
At the annual general meeting in October 2020,
our shareholders gave approval for the Fearless
1000 bonus scheme. Under this scheme shares
may be issued by the Group to employees for no
cash consideration. All Group employees (excluding
executive directors, their family associates and the
Chief Supply Chain 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 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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
204
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.
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 £4.0m (FY23: £4.1m) has been
recognised in the period in relation to the scheme
with an equivalent £4.0m (FY23: £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 £6.2m (FY23: £1.7m) 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
(CSCO) 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.
A charge in the Consolidated Income Statement of
£1.5m (FY23: £1.5m) has been recognised in the period
in relation to the scheme with an equivalent £1.5m
(FY23: £1.5m) being recognised in equity.
FRASERS GROUP PLC
ANNUAL REPORT 2024
205
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 28 April 2024 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 28 April 2024 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 £4.6m (FY23: £2.4m) has been recognised in the
period in relation to the scheme with an equivalent
£4.6m (FY23: £2.4m) being recognised in equity.
In the current period there have been no
modifications or amendments made to the existing
share schemes detailed above that would result in a
material impact on the financial statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
26. OTHER RESERVES
 
Permanent
Capital
Reverse
   
 
contribution
redemption
combination
Hedging
Revaluation
Total other
 
to capital
reserve
reserve
reserve
reserve
reserves
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
 
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)
Cash flow hedges
-
-
-
   
- recognised in the period
-
-
-
25.5
-
25.5
- recognised time value of options
-
-
-
(0.7)
-
(0.7)
- reclassified and reported in inventory/cost of sales
-
-
-
(8.1)
-
(8.1)
- reclassified in the period and reported in the sales
-
-
-
(6.1)
-
(6.1)
- Taxation
-
-
-
(2.9)
-
(2.9)
Revaluation of property
      
- Fair value adjustment in respect of properties
      
transferred to investment property
-
-
-
-
1.2
1.2
At 28 April 2024
0.1
8.0
(987.3)
21.7
1.2
(956.3)
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 (FY23: 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
£6.7m profit (FY23: £4.0m) has been allocated to the
non-controlling interests of Sportland International
Group AS, resulting in an accumulated non-controlling
interests at the end of the period of £23.9m (FY23:
£22.0m). No dividend was paid to the non-controlling
interest in the period (FY23: £0.7m). The group of
companies headed by Sportland International Group
AS has total assets of £110.4m (FY23: £110.4m) and total
liabilities of £39.0m (FY23: £42.8m).
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 25% of the share capital of Sports Direct
Malaysia Sdn. Bhd with the Group increasing its stake to
75% in the year, from 51% in the prior period. During the
period £7.0m profit (FY23: £6.2m) 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 £1.0m (FY23: £10.8m).
£nil dividend was paid to the non-controlling interest in
the period (FY23: £nil). The group of companies headed by
Sports Direct Malaysia Sdn. Bhd. has total assets of £35.1m
(FY23: £31.4m) and total liabilities of £3.8m (FY23: £5.8m).
206
FRASERS GROUP PLC
ANNUAL REPORT 2024
207
27. BORROWINGS
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Current:
   
Lease liabilities
112.5
119.6
Non-Current
   
Bank and other loans
806.2
749.7
Lease liabilities
533.8
560.3
 
1,452.5
1,429.6
An analysis of the Group’s total borrowings other than bank overdrafts is as follows:
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Borrowings - sterling
806.2
749.7
Group borrowings (excluding Frasers Group Financial Services Limited) are at a rate of interest of 3.4% (FY23: 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 28 April 2024 of £126.8m (FY23: £161.6m). The average
interest rate paid on the securitisation loan was 7.02% (FY23: 5.41%).
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
Current
 
 
borrowings
borrowings
Total
 
(£’m)
(£’m)
(£’m)
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
Cash-flows:
     
- Borrowings drawn down
482.1
-
482.1
- Borrowings repaid
(425.6)
-
(425.6)
Lease liability:
     
- IFRS 16 Lease Liabilities - cash-flows
-
(162.8)
(162.8)
- IFRS 16 Lease Liabilities - modifications/remeasurements, transfers from non-current
     
to current, and foreign exchange adjustments
(121.3)
133.3
12.0
- IFRS 16 Lease Liabilities - new leases
82.3
21.1
103.4
- IFRS 16 Lease Liabilities - acquired through business combinations (note 32)
12.5
1.3
13.8
At 28 April 2024
1,340.0
112.5
1,452.5
FRASERS GROUP PLC
ANNUAL REPORT 2024
208
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 two years and the facility increased to £1,322.5m as at the reporting date, increasing
to 1,432.5m from December 2024 then reducing to £1,372.5m from December 2025 until November 2026. 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:
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Borrowings
(1,452.5)
(1,429.6)
Add back:
   
- Lease liabilities
646.3
679.9
Cash and cash equivalents
358.6
332.9
Net debt
(447.6)
(416.8)
28. DEFERRED TAX ASSETS AND LIABILITIES
  
Accounts
       
 
IFRS 16 &
depreciation
 
Bonus
Forward
Fair value
Retirement
Other
 
 
onerous
exceeding tax
Tax losses
share
currency
adjustments
benefit
temporary
 
 
leases
depreciation
recoverable
scheme
contracts
to intangibles
obligations
differences
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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
Credited 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
Credited/(charged) to the
         
income statement
(16.6)
22.0
5.5
4.1
-
-
-
(4.3)
10.7
Charged to reserves
-
-
-
7.9
-
-
-
-
7.9
Charged to hedging reserves
-
-
-
-
(2.9)
-
-
-
(2.9)
At 28 April 2024
47.6
24.1
5.5
26.3
(11.1)
(6.9)
(0.6)
(2.8)
82.1
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Deferred tax assets
109.6
82.1
Deferred tax liabilities
(27.5)
(15.7)
Net deferred tax balance
82.1
66.4
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY23: 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. £184m of UK taxable losses not
recognised as a deferred tax asset (approx. £46m deferred tax asset) (FY23: approx. £166m taxable losses and approx.
£42m deferred tax asset). Losses not recognised as a deferred tax asset outside the UK are approx. £245m (approx.
£61m deferred tax asset) (FY23: approx. £256m and approx. £64m deferred tax asset).
FRASERS GROUP PLC
ANNUAL REPORT 2024
209
FRASERS GROUP PLC
ANNUAL REPORT 2024
210
29. PROVISIONS
   
 
Legal and
Property
Financial
   
 
regulatory
related
services related
Other
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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
Acquired through business combinations
         
(see note 32)
-
12.3
-
-
12.3
Amounts provided
24.1
38.5
1.6
2.7
66.9
Amounts utilised/reversed
(23.9)
(93.4)
(9.4)
-
(126.7)
At 28 April 2024
123.7
124.1
8.2
3.0
259.0
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.
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.
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 onerous
lease provisions and 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
Details in respect of these balances can be found in
note 2.
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. £8.2m remains provided
at 28 April 2024 in respect of the probable costs of
remediating customers who may have been adversely
impacted by legacy decisions and this is expected to
be utilised within 12 months of the balance sheet date.
Other provisions
Other provisions relate to provisions for restructuring
and employment (non-retirement related).
FRASERS GROUP PLC
ANNUAL REPORT 2024
211
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 - 28 April 2024
(£'m)
(£'m)
(£'m)
(£'m)
(£'m)
Amortised cost:
         
Trade and other receivables*
-
-
-
565.1
565.1
Cash and cash equivalents
-
-
-
358.6
358.6
Amounts owed by related parties
-
-
-
6.6
6.6
FVOCI:
         
Long Term Financial Assets (Equity Instruments) - designated
495.4
-
-
-
495.4
Derivative financial assets (FV):
         
Foreign forward purchase and sales contracts
-
65.9
-
-
65.9
Interest rate swaps
-
21.3
-
-
21.3
 
-
87.2
-
-
87.2
FINANCIAL LIABILITIES - 28 April 2024
         
Amortised cost:
         
Non-current borrowings
-
-
-
806.2
806.2
Trade and other payables**
-
-
-
(661.7)
(661.7)
IFRS 16 Lease liabilities
-
-
-
646.3
646.3
Derivative financial liabilities (FV):
         
Foreign forward and written options purchase and sales contracts - Unhedged
-
(8.6)
-
-
(8.6)
Derivative financial liabilities - contracts for difference & equity options
-
(54.2)
-
-
(54.2)
 
-
(62.8)
-
-
(62.8)
*Prepayments of £103.4m are not included as a financial asset.
**Other taxes including social security costs of £22.2m are not included as a financial liability.
   
 
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 2024
212
(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
2.
No additional hedge contracts are taken out.
SENSITIVITY
USD
EUR
GBP & Other
USD
EUR
Total
-5%
+5%
-5%
+5%
FY24:
Trade and Other Receivables
491.1
22.2
51.8
565.1
(1.1)
1.1
(2.6)
2.6
Cash and cash equivalents
277.8
29.2
51.6
358.6
(1.5)
1.5
(2.6)
2.6
Trade and Other Payables
(549.4)
(12.7)
(99.6)
(661.7)
0.6
(0.6)
5.0
(5.0)
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)
There is no difference between fair value and carrying value of the above financial instruments (FY23: £nil).
FRASERS GROUP PLC
ANNUAL REPORT 2024
213
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 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 (FY23: £nil) and derivative financial liabilities
balance of £54.2m (FY23: £43.8m). The equity derivative
financial assets and equity derivative financial liabilities
as at 28 April 2024 relate to strategic investments held of
between 6.6% and 36.9% 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 28 April 2024
and at 30 April 2023 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 £44.0m (FY23: £48.7m).
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 2024
214
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 was:
28 April 2024
30 April 2023
(£’m)
(£’m)
Assets
US Dollar purchases - GBP
9.7
0.7
US Dollar purchases - EUR
-
7.1
Euro sales
41.4
37.7
Total
51.1
45.5
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:
28 April 2024
30 April 2023
(£’m)
(£’m)
Currency
GBP
Currency
GBP
US Dollar purchases
275.0
209.9
380.0
306.5
Contracted rates USD/GBP
1.31
1.21 - 1.257
Weighted average contracted rates USD/GBP
1.31
1.24
US Dollar purchases
-
-
60.0
40.1
Contracted rates USD/EUR
-
1.31
Weighted average contracted rates USD/EUR
-
1.31
Euro sales
(456.0)
(440.1)
(816.0)
(771.1)
Contracted rates EUR/GBP
0.98 – 1.08
0.98-1.09
Weighted average contracted rates EUR/GBP
1.036
1.058
The timing of the contracts is as follows:
Currency
hedging against
Currency value
Timing
Rates
USD/GBP
USD inventory purchases
USD 275m
FY25
1.31
EUR/GBP
Euro sales
EUR 456m
FY25-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.
28 April 2024
30 April 2023
(£’m)
(£’m)
Change in discounted spot value of outstanding hedging instruments since inception of the hedge
(27.4)
(14.7)
Change in value of hedged item used to determine hedge ineffectiveness
(51.3)
(41.3)
FRASERS GROUP PLC
ANNUAL REPORT 2024
215
28 April 2024
30 April 2023
(£’m)
(£’m)
Change in the
Change in the
Change in the
Change in the
fair value of the
fair value of the
fair value of the
fair value of the
currency forward
hedged item
currency forward
hedged item
US Dollars purchases - GBP
1.5
(1.5)
(2.7)
2.7
US Dollars purchases - EUR
-
-
0.8
(0.8)
Euro sales
15.1
(15.1)
7.7
(7.7)
At 28 April 2024 £440.1m of forward sales contracts (FY23: £771.1m) and £209.9m of purchase contracts (FY23: £346.7m)
qualified for hedge accounting and the movement on the fair valuation of these contracts of £24.8m (FY23: £7.2m) has
therefore been recognised in other comprehensive income.
At 28 April 2024, no hedged purchase contracts had a maturity of greater than 12 months (FY23: nil) and £216.0m of
hedged sales contracts had a maturity of greater than 12 months (FY23: £576.0m 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:
Total
Total
USD/GBP
EUR/GBP
USD/EUR
hedge movement
Deferred tax
hedging reserve
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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
Recognised
0.6
24.2
-
24.8
-
24.8
Reclassified in sales
-
(6.1)
-
(6.1)
-
(6.1)
Reclassified in inventory/
cost of sales
(8.0)
-
(0.1)
(8.1)
-
(8.1)
Deferred Tax
-
-
-
-
(2.9)
(2.9)
As at 28 April 2024
(1.3)
29.9
-
28.6
(6.9)
21.7
(c)(ii) Unhedged
The sterling principal amounts of unhedged forward contracts and written currency option contracts and
contracted rates were as follows:
28 April 2024
30 April 2023
(£'m)
(£’m)
US Dollar purchases - GBP
183.2
155.1
Contracted rates USD/GBP
1.31
1.21 - 1.25
US Dollar purchases - EUR
76.8
18.6
Contracted rates USD/EUR
1.04 - 1.31
1.31
Euro sales
992.0
831.8
Contracted rates EUR/GBP
0.98 - 1.09
0.98 - 1.13
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 £13.5m (F23: £26.0m).
FRASERS GROUP PLC
ANNUAL REPORT 2024
216
At 28 April 2024, no unhedged purchase contracts had a maturity at inception of greater than 12 months
(FY23: £40.1m purchase contracts) and £550.8m of unhedged sales had a maturity at inception of greater
than 12 months (FY23: £576.0m 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.
FY24 value excludes short term swaps of EUR/GBP of EUR 300m and USD/EUR of USD 50m which were required for
cash management purposes only (FY23: USD/GBP of USD 70.0m, EUR/USD of EUR 27.0m and EUR/GBP of EUR 180m
short term swaps).
(c) 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 £21.3m (FY23: asset of £28.7m). The fair value loss has been recognised
in finance cost classified as fair value adjustment to derivatives.
(d) 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
 
28 April 2024
30 April 2023
28 April 2024
30 April 2023
 
(£'m)
(£’m)
(£'m)
(£’m)
Sterling strengthens by 10%
       
US Dollar
(0.4)
(0.1)
(30.2)
(32.3)
Euro
(15.9)
(14.3)
(17.6)
(17.6)
Sterling weakens by 10%
       
US Dollar
0.5
0.1
36.8
39.5
Euro
19.5
17.5
21.5
21.6
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
217
Positive figures represent an increase in profit or equity:
 
Income statement
Equity
 
28 April 2024
30 April 2023
28 April 2024
30 April 2023
 
(£'m)
(£’m)
(£'m)
(£’m)
Interest rate increase of 0.5%
(3.9)
(3.8)
(3.9)
(3.8)
Interest rate decrease of 0.5%
3.9
3.8
3.9
3.8
Long Term Investments Sensitivity Analysis
The following table illustrates the sensitivity of price risk in relation to long term investments held by the Group:
 
28 April 2024
 
(£'m)
Share price increase of 10%
49.5
Share price decrease of 10%
(49.5)
(e) 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)
2024
         
Non derivative financial liabilities:
         
Bank loans and overdrafts
-
-
(806.2)
-
(806.2)
Bank loans and overdrafts interest
(49.8)
(52.9)
(56.2)
-
(158.9)
Trade and other payables
680.7
-
-
-
680.7
IFRS 16 Lease liabilities
130.2
104.6
214.8
584.1
1,033.7
Derivative financial instruments:
         
Cash inflows
(428.8)
(335.2)
(220.0)
-
(984.0)
Cash outflows
424.7
332.1
218.7
-
975.5
 
757.0
48.6
(648.9)
584.1
740.8
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
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 in order to maintain investor, creditor and market
confidence and to sustain the development of the business.
FRASERS GROUP PLC
ANNUAL REPORT 2024
218
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 look 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 employees’
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 0.5 (FY23: 0.4). The objective is to keep this figure
below 3.0 (FY23: 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.
31. TRADE AND
OTHER PAYABLES
 
28 April
30 April
 
2024
2023
 
(£’m)
(£’m)
Trade payables
328.2
374.9
Amounts owed to related undertakings
7.5
0.2
Other taxes including social security costs
22.2
10.4
Other payables
116.5
95.9
Accruals
209.5
230.5
 
683.9
711.9
Included within other payables are amounts
outstanding in respect of gift cards and vouchers of
£30.6m (FY23: £46.8m). The Directors consider that
the carrying amount of trade and other payables
approximates to their fair value.
32. ACQUISITIONS
MATCHES
On 20 December 2023, the Group acquired the Matches
business (“Matches”) from MF Intermediate Limited, by
way of the purchase of 100% of the shares of a group
of 6 companies (of which MatchesFashion Limited was
the main trading subsidiary) and the acquisition of the
senior and junior debt owed by those companies. The
consideration payable was £51.9m.
Matches was a leading destination in online luxury
fashion for men and women; its acquisition was seen
as means of strengthening the Group’s luxury offering.
The fair value adjustment relating to inventory adjusts
for the current market value of out of season and lower
demand stock.
The fair value adjustment relating to trade and other
payables relates to the acquisition of the senior and
junior debt owed by Matches to its former parent.
Since a fellow group company became the lender as
part of the acquisition, the fair value of these loans
on consolidation was reduced to £nil. The £21.6m
adjustment to cash relates to amounts advanced to
the company immediately prior to acquisition.
The Group recognised intangible assets with a fair value
of £20.0m on acquisition in respect of the trademarks
and intellectual property acquired. This represents
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 £1.9m of goodwill generated on acquisition reflects
the expected synergies from combining operations
between the Group and the acquiree as a result of
leverage the Group’s supply chain and operations
within the Premium division.
FRASERS GROUP PLC
ANNUAL REPORT 2024
219
The asset and liability values at acquisition are
detailed below.
Book
Fair Value
Fair
Value
Adjustment
Values
(£’m)
(£’m)
(£’m)
Property, plant and equipment
0.3
(0.3)
-
Right of use assets
0.1
(0.1)
-
Intangible assets
42.8
(22.8)
20.0
Inventories
89.6
7.9
97.5
Trade and other receivables
34.9
-
34.9
Cash and cash equivalents
15.4
(21.6)
(6.2)
Trade and other payables
(230.1)
160.0
(70.1)
Provisions
(12.3)
-
(12.3)
Lease liabilities
(15.5)
1.7
(13.8)
Goodwill
-
1.9
1.9
Net assets acquired
(74.8)
126.7
51.9
Transaction costs for the acquisition of Matches
totalled £0.4m.
Following the acquisition, the Group provided significant
funding to Matches but the business continued to
generate material trading losses. As a result of this, the
management concluded that the funding requirements
of the business would be far in excess of amounts that
the Group considers to be viable and on 8 March 2024
administrators were appointed. Please refer to note 16
for further details.
John Anthony
On 4 December 2023 the Group acquired the entire
share capital of fashion retailer MTA John Anthony
(Holdings) Limited for cash consideration of £0.2m.
The acquisition will add additional expertise to the
Group’s Premium fashion offering. The asset and
liability values at acquisition are detailed below.
The bargain purchase of £0.7m arose because of the
Group settling the acquiree’s external debt obligations
which do not form part of the consideration. This
has been recognised within Selling, distribution and
administrative expenses in the period.
Book
Fair Value
Fair
Value
Adjustment
Values
(£’m)
(£’m)
(£’m)
Property, plant and equipment
0.1
(0.1)
-
Inventories
1.2
0.7
1.9
Trade and other receivables
0.4
-
0.4
Trade and other payables
(1.0)
(0.3)
(1.3)
Borrowings
(0.1)
-
(0.1)
Gain on bargain purchase
-
(0.7)
(0.7)
Net assets acquired
0.6
(0.4)
0.2
Transaction costs for the acquisition of John Anthony
totalled £0.1m.
Zee & Co
On 22 December 2023 the Group acquired the entire
share capital of online fashion retailer Zee & Co Group
Ltd, which owned a 100% subsidiary Zee & Co Online
LTD for cash consideration of £0.5m. The acquisition
will add to our existing luxury and premium business.
The goodwill generated on acquisition reflects the
expected synergies from combining operations
between the Group and the acquiree as a result of
leveraging the Group’s supply chain and operations
within the Premium division.
The asset and liability values at acquisition are
detailed below.
Book
Fair Value
Fair
Value
Adjustment
Values
(£’m)
(£’m)
(£’m)
Property, plant and equipment
0.1
(0.1)
-
Inventories
1.4
0.2
1.6
Cash and cash equivalents
(0.4)
-
(0.4)
Trade and other receivables
0.1
-
0.1
Trade and other payables
(1.8)
-
(1.8)
Goodwill
-
1.0
1.0
Net assets acquired
(0.6)
1.1
0.5
Transaction costs for the acquisition of Zee & Co
totalled £0.1m.
WIT Fitness
On 25 January 2024 the Group acquired the trade and
assets of WIT Fitness Limited for cash consideration of
£0.3m. The acquisition will build on the gym operations
within the Group. The asset and liability values at
acquisition are detailed below.
Book
Fair Value
Fair
Value
Adjustment
Values
(£’m)
(£’m)
(£’m)
Intangible assets
0.3
(0.3)
-
Goodwill
-
0.3
0.3
Net assets acquired
0.3
-
0.3
Transaction costs for the acquisition of WIT Fitness
totalled £0.1m.
FRASERS GROUP PLC
ANNUAL REPORT 2024
220
Aphrodite Clothing LTD
On 29 March 2024 the Group acquired the entire
share capital of fashion retailer Aphrodite Clothing
Limited for cash consideration of £1.4m. The
acquisition will add to our existing luxury and
premium business.
The goodwill generated on acquisition reflects the
expected synergies from combining operations
between the Group and the acquiree as a result of
leveraging the Group’s supply chain and operations
within the Premium division.
The asset and liability values at acquisition are
detailed below.
Book
Fair Value
Fair
Value
Adjustment
Values
(£’m)
(£’m)
(£’m)
Property, plant and equipment
0.1
(0.1)
-
Inventories
0.9
0.1
1.0
Trade and other payables
(0.6)
-
(0.6)
Goodwill
-
1.0
1.0
Net assets acquired
0.4
1.0
1.4
Transaction costs for the acquisition of Aphrodite
totalled £0.1m.
Summary of FY24 Acquisitions
The following table summarises the fair values of
consideration paid:
Cash
consideration
(£’m)
MATCHES
51.9
John Anthony
0.2
Zee & Co
0.5
WIT Fitness
0.3
Aphrodite
1.4
Total
54.3
The asset and liability values of all the acquisitions are
summarised below:
Fair Values
(£’m)
Intangible assets
20.0
Inventories
102.0
Trade and other receivables
35.4
Cash and cash equivalents
(6.6)
Trade and other payables
(73.8)
Provisions
(12.3)
Lease liabilities
(13.8)
Borrowings
(0.1)
Goodwill
4.2
Gain on bargain purchase
(0.7)
Net assets acquired
54.3
Total transaction costs across all acquisitions totalled
£0.8m, the amount has been recognised within Selling,
distribution and administrative expenses in the period.
Since the date of control, the following amounts have
been included within the Group’s Financial Statements
for the period:
Operating
Loss before
Revenue
loss
tax
(£’m)
(£’m)
(£’m)
MATCHES
30.0
(6.8)
(8.4)
John Anthony
1.1
(1.2)
(1.2)
Zee & Co
0.8
(1.0)
(1.0)
WIT Fitness
-
-
-
Aphrodite
0.4
0.1
0.1
Total
32.3
(8.9)
(10.5)
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:
Operating
Loss before
Revenue
loss
tax
(£’m)
(£’m)
(£’m)
MATCHES
335.7
(42.2)
(56.5)
John Anthony
4.7
(1.8)
(1.8)
Zee & Co
10.0
(1.6)
(1.7)
WIT Fitness
-
-
-
Aphrodite
4.7
0.1
0.1
Total
355.1
(45.5)
(59.9)
There were no contingent liabilities acquired as a result
of the above transactions.
FRASERS GROUP PLC
ANNUAL REPORT 2024
221
Reconciliation of net cash outflow from investing activities:
Fair value of
cash and cash
Purchase of
Cash
equivalents
subsidiaries, net
consideration
acquired
of cash acquired
(£’m)
(£’m)
(£’m)
MATCHES
51.9
(6.2)
58.1
John Anthony
0.2
-
0.2
Zee & Co
0.5
(0.4)
0.9
WIT Fitness
0.3
-
0.3
Aphrodite
1.4
-
1.4
Total
54.3
(6.6)
60.9
Summary of FY23 Acquisitions
i.
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. Transaction costs for the
acquisition of Sportmaster totalled £0.3m.
ii.
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. Transaction costs for the acquisition of the
Premium fashion brands totalled £1.7m. The cash consideration for the above companies totalled £47.4m. 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.
iii.
During FY23, the Group had other acquisitions including; Missguided, I Saw It First, Mysale, Sneakerboy,
Coventry Arena, Amara and Gieves & Hawkes.
The asset and liability values at acquisition are detailed below. In FY23 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:
Premium fashion
Sportmaster
brands
Others
(£’m)
(£’m)
(£’m)
Cash consideration
0.9
47.4
71.7
0.9
47.4
71.7
FRASERS GROUP PLC
ANNUAL REPORT 2024
222
   
 
Sportmaster
Premium fashion brands
Others
 
Book
Fair Value
   
Fair Value
 
Book
Fair Value
 
 
Value
Adjustment
Fair Value
Book Value
Adjustment
Fair Value
Value
Adjustment
Fair Value
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Property, plant and equipment
5.0
(5.0)
-
20.3
(20.3)
-
21.9
1.4
23.3
Right of use assets
21.7
(3.5)
18.2
37.3
(13.8)
23.5
1.3
-
1.3
Intangible assets
2.4
(2.4)
-
5.6
(5.6)
-
12.9
(1.2)
11.7
Deferred tax asset
-
-
-
0.9
-
0.9
-
-
-
Inventories
19.8
3.1
22.9
80.3
(6.9)
73.4
30.4
(11.0)
19.4
Cash and cash equivalents
2.1
-
2.1
86.4
-
86.4
3.5
-
3.5
Trade and other receivables
9.2
-
9.2
7.5
-
7.5
2.9
-
2.9
Prepayments
-
-
-
7.0
-
7.0
-
-
-
Trade and other payables
(22.9)
(7.0)
(29.9)
(45.2)
-
(45.2)
(19.3)
-
(19.3)
Accruals
-
-
-
(19.8)
-
(19.8)
-
-
-
Borrowings
(22.3)
22.3
-
-
-
-
(13.0)
13.0
-
Lease liability
(21.6)
-
(21.6)
(39.5)
16.0
(23.5)
(2.2)
-
(2.2)
Provisions
(2.3)
-
(2.3)
(0.8)
(2.9)
(3.7)
-
-
-
Goodwill
-
2.3
2.3
-
-
-
-
33.3
33.3
Non-controlling interests
-
-
-
-
(2.7)
(2.7)
-
(1.3)
(1.3)
Bargain purchase
-
-
-
-
(55.2)
(55.2)
-
(0.9)
(0.9)
Net (liabilities)/assets acquired
(8.9)
9.8
0.9
140.0
(91.4)
48.6
38.4
33.3
71.7
There were no contingent liabilities acquired as a result of the above transactions.
Total transaction costs across all acquisitions totalled £5.9m, the amount has been recognised within Selling,
distribution and administrative expenses in the period.
Reconciliation of net cash outflow from investing activities for FY23:
   
 
Sportmaster
Premium fashion brands
Others
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
Cash consideration
0.9
47.4
71.7
120.0
Fair value of cash and cash equivalent acquired
2.1
86.4
3.5
92.0
Purchase of subsidiaries, net of cash acquired
(1.2)
(39.0)
68.2
28.0
33. CAPITAL COMMITMENTS
The Group had capital commitments of £nil as at 28 April 2024 (FY23: £65.2m) relating to warehouse automation,
aircraft, other plant and machinery, and property purchases.
FRASERS GROUP PLC
ANNUAL REPORT 2024
223
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:
52 weeks ended 28 April 2024:
   
       
Trade
Trade
       
and other
and other
 
Relationship
Sales
Purchases
receivables
payables
   
(£’m)
(£’m)
(£’m)
(£’m)
Related party
         
Four (Holdings) Limited & subsidiaries
(1)
Associate
2.5
35.7
6.4
1.6
MASH Holdings Limited
Parent company
-
-
0.2
-
Mike Ashley
(2)
Shareholder
2.7
-
-
-
Tymit Ltd
Associate
-
0.2
-
-
Reath SW Limited
Connected persons
-
0.6
-
0.1
X Channel Marketing Limited
Associate
-
1.4
-
-
IWL Realisations 2023 Ltd
Associate
0.1
-
-
-
53 weeks ended 30 April 2023:
   
       
Trade
Trade
       
and other
and other
 
Relationship
Sales
Purchases
receivables
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)
Shareholder
2.6
-
-
-
Rangers Retail Limited
Associate
-
-
-
0.1
Tymit Ltd
Associate
-
2.1
-
-
Reath SW Limited
Connected persons
-
0.6
-
0.1
(1) The outstanding balance with Four (Holdings) Limited reflects the funding related to Agent Provocateur. Management consider that the underlying results of Four (Holdings) Limited
supports the recoverability of the receivables balance. The results of Four (Holdings) Limited are not material on the basis of net assets and profit before tax, subsequently detailed
disclosures have not been presented under IFRS 12.
(2) Use of the Company jet and helicopter are charged at commercial rates.
The trade and other receivables balance with Four (Holdings) Limited includes an unsecured loan balance of £30.0m
(gross of amounts recognised in respect of loss allowance, £6.3m (FY23: £4.3m) net of amounts recognised in respect
of loss allowance) which attracts interest at SONIA + 2.5% within current assets (FY23: £37.5m). 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. £0.1m was recognised in
the period in respect of doubtful debts (FY23: nil). Further disclosure can be found in note 23.
The trade and other receivables balance with Tymit Ltd includes a loan balance of £14.0m (gross of amounts
recognised in respect of loss allowance, £nil net of amounts recognised in respect of loss allowance).
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 Group’s Company Secretary, is a director.
Reath SW Limited provide professional services to the Group.
FRASERS GROUP PLC
ANNUAL REPORT 2024
224
Relationship Between Frasers Group plc
and Mike Ashley
Mike Ashley opened his first sports shop in 1982 and
built the Frasers Group into a multi-billion-pound
retailer over the next forty years. The Group was initially
floated on the London Stock Exchange in 2007 and
following continued growth Mike stepped down as
CEO in 2022. He also stepped down from the Board of
Directors in 2022 and has no day-to-day involvement or
responsibility for the strategic direction of the Group or
any Board matters.
However, given his extensive involvement in leading
the business for over forty years, the Board has
an agreement with Mr Ashley, through his own
company MASH Holdings Limited, which provides for
management to seek his expertise in discrete areas
where he has specific knowledge, for example in
warehousing, logistics or strategic relationships with the
supply chain. He does not receive any remuneration
for providing this advice to management and has no
decision-making powers.
Key Management, Executive and
Non-Executive Director Compensation
 
52 weeks ended
53 weeks ended
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Salaries and short-term benefits
1.9
1.9
Fair value charge for Executive
  
Share Scheme (see note 25)
1.5
1.5
Total
3.4
3.4
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.
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 (67.4% of the
issued ordinary share capital of the Company) and
26,561,540 (5.9% 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.
36. POST BALANCE
SHEET EVENTS
On 29 April 2024 and 18 June 2024, the Group
commenced share buyback programmes with the
aggregate purchase price of all shares acquired under
these programmes of no greater than £80m 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. No buyback transactions have
occurred under these programmes as of 17 July 2024.
On 10 April 2024, the Group entered into a binding
agreement to acquire Twin Sport, a Dutch sports retailer
with 17 stores and is part of the Group’s continued
expansion into Europe. The Group did not have control
of Twin Sport at 28 April 2024.
On 24 June 2024, the Group announced its partnership
with THG plc. The partnership includes integration of
customer credit, loyalty proposition, leverage courier
management services and logistical operations
in regions such as Australia to drive the Group’s
international expansion. Additionally, the Group
acquired THG’s luxury portfolio Coggles, strengthening
its Premium and Luxury portfolio, alongside Flannels.
On 27 June 2024, the Group acquired Frenchgate
Shopping Centre for consideration of £29.5m
The Group has continued to increase its holdings across
its strategic investments portfolio through the following
transactions after the financial year:
It was announced on 8 May 2024 that the Group
acquired an additional holding in Boohoo Group PLC
having purchased 293,028,671 ordinary shares in total.
The Group subsequently increased this holding to
24.0% on 20 June 2024.
It was announced on 5 July 2024 that the Group had
decreased its holding in AO World PLC bringing total
ownership to 23.9%.
It was announced on 10 July 2024 that the Group had
increased its holding in Hugo Boss through purchase
of 5,627,661 shares of common stock and 9,721,000
shares of common stock via the sale of put options,
representing 7.99% and 13.81% of the total share
capital, respectively.
FRASERS GROUP PLC
ANNUAL REPORT 2024
225
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 £10.5m
(FY23: £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.
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 28 April 2024 by
PricewaterhouseCoopers LLP (“PwC”) using the
assumptions detailed below. The results of the IAS 19
valuation are summarised as follow:
   
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Fair value of the scheme assets
64.0
67.6
Present value of the funded
   
obligations
(63.4)
(66.8)
Surplus in the scheme
0.6
0.8
Plan Assets
   
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
Plan assets comprise:
   
Fixed interest gilts
1.1
-
Index linked gilts
0.4
-
Annuities
61.9
65.0
Cash
0.6
2.6
Total
64.0
67.6
Movement in the Present Value of
Defined Benefit Obligations
   
 
28 April 2024
30 April 2023
 
(£’m)
(£’m)
At beginning of the period
(66.8)
(86.8)
Interest cost
(3.2)
(2.6)
Effect of changes in
   
demographic assumptions
0.2
0.5
Effect of changes in financial
   
assumptions
2.5
20.3
Effect of experience adjustments
(0.3)
(3.6)
Benefits paid
4.2
5.4
At end of the period
(63.4)
(66.8)
FRASERS GROUP PLC
ANNUAL REPORT 2024
226
Movement in the Fair Value
of Plan Assets
28 April 2024
30 April 2023
(£’m)
(£’m)
At beginning of the period
(67.6)
(89.0)
Scheme expenses
(0.6)
(0.9)
Interest on assets
3.2
2.6
Remeasurements
(2.0)
(17.7)
Benefits paid
(4.2)
(5.4)
At end of the period
64.0
67.6
Movement in the Pension Surplus
28 April 2024
30 April 2023
(£’m)
(£’m)
Surplus at beginning
of the period
0.8
2.2
Scheme expenses
(0.6)
(0.9)
Remeasurements
0.4
(0.5)
Surplus at end of the period
0.6
0.8
Expense Recognised in the Consolidated
Income Statement
28 April 2024
30 April 2023
(£’m)
(£’m)
Included within
administrative expenses
Scheme expenses
(0.6)
(0.9)
Amounts Recognised in Other
Comprehensive Income
28 April 2024
30 April 2023
(£’m)
(£’m)
Total remeasurements
0.4
(0.5)
Actuarial Assumptions
The following are the principal actuarial assumptions
at the reporting date:
28 April 2024
30 April 2023
Financial Assumptions
Discount rate for scheme liabilities
5.3%
4.9%
RPI Price Inflation
3.4%
3.25%
CPI Price Inflation (Pre-2030/
Post-2030)
2.9%/3.4%
2.25%/3.25%
Rate of increase to pensions in
payment in line with RPI inflation (up
to 3% per annum)
2.2%
2.15%
Rate of increase to pensions in
payment in line with CPI inflation (up
to 5% per annum)
2.8%
2.7%
Rate of increase to deferred pensions
2.9%
2.75%
Post retirement mortality (in years)
Current pensioners at 65 - male
86.3yrs
86.3yrs
Current pensioners at 45 - male
87.5yrs
87.5yrs
Current pensioners at 65 - female
88.2yrs
88.2yrs
Current pensioners at 45 - female
89.6yrs
89.6yrs
Post retirement mortality (in years)
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 11.5 years.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
227
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 2025.
The following table shows the expected future benefit
payments for the Findel Group Pension Fund:
   
Future benefit payments
(£'m)
2024 – 2033
43.6
2034 – 2043
42.2
2044 – 2053
33.2
2054 – 2063
15.3
2064 – 2073
2.4
2074 – 2083
0.1
Total
136.8
Sensitivities
The sensitivities regarding the principal assumptions
used to measure the Scheme liabilities are set out below:
   
 
Impact on Scheme liabilities
 
Change in
If assumption
If assumption
Assumption
assumption
increases
decreases
Discount Rate
0.5% pa
Decrease
Increase by 5.6%
   
by 4.9%
 
RPI inflation
0.5% pa
Increase by 1.6%
Decrease by 1.5%
Salary increase
0.5% pa
No change
No change
Longevity
expectancy
Increase by 4.4%
Decrease by 4.1%
 
by 1 year
   
The above sensitivities are approximate and show the
likely increase to the Scheme’s liabilities under IAS 19 if
an assumption is adjusted whilst all other assumptions
remain the same. The sensitivities are for illustration
purposes only and do not necessarily represent
the directors’ view of the expected changes to the
assumptions in the future.
There have been no changes to the methods and
assumptions used to calculate the sensitivity analyses
between the current period and prior period.
FRASERS GROUP PLC
ANNUAL REPORT 2024
228
38. SUBSIDIARY UNDERTAKINGS
     
PERCENTAGE
 
     
OF ISSUED
 
     
SHARE
 
   
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
A P Brands Holdings
Lot G1.PT.10A Sunway Pyramid Shopping
     
 
Mall No. 3, Jalan PJS, Malaysia
4921-A
100
Non-retailer
Active Apparel New Corp
Cogency Global Inc. 850 New Burton Road
     
 
Suite 201, Dover, Kent, 19904
03270168
100
Retailer
APAC Sale Group Pte Limited
7 STRAITS VIEW, #12-00, MARINA ONE
     
 
EAST TOWER, SINGAPORE (018936)
201010271K
100
Retailer
Bellatrix Associates Limited
Clinch's House, Lord Street, Douglas, Isle of
     
 
Man, IM99 1RZ, Isle of Man
111671C
100
Retailer
Bellatrix Overseas Limited
Clinch's House, Lord Street, Douglas, Isle of
     
 
Man, IM99 1RZ, Isle of Man
128827C
100
Retailer
Bellatrix Unlimited
Clinch's House, Lord Street, Douglas, Isle of
     
 
Man, IM99 1RZ, Isle of Man
111670C
100
Retailer
0008 POPES BRIXTON (FREEHOLDCO) LIMITED
Shirebrook
(1)
9127300
100
Non-retailer
Brands & Fashion NV Belgium
Leopoldstraat, nr. 79, 2800 Mechelen,
     
 
Belgium
0477-995-412
100
Retailer
Brands & Fashion NV HK
HONG KONG, Room/B, 19/F, Queen’s
     
 
Centre, 58-64 Queen’s Road East, Wan Chai
F002936
100
Retailer
BuyInvite Pty Limited
24A Victoria Street, Windsor, Victoria, 3181
     
 
Australia
136 648 589
100
Retailer
CARDINAL INVESTMENTS S.L.
C.C Puerto Venecia, local 84, Trav Jardines
     
 
Reales 7, 50021, Zaragoza, Spain
B88542766
100
Non-retailer
Cacifo
Via Central de Milheiros no 121, 4475-334,
     
 
Freguesia de Milherios, Concelho da Maia,
     
 
Porto, Portugal
503751804
100
Retailer
CDS IP SA
Parc Industriel, Avenue Ernest, Solvay 29
     
 
1480 Saintes, Belgium
406461077
100
Non-retailer
Eastchance Limited
Unit 1714, 17/F, Miramar Tower, 132 Nathan
     
 
Road, Tsim Sha Tsui, Kowloon, Hong Kong
00174348
100
Retailer
Epoch Properties Limited
First Floor, La Chasse Chambers, St Helier,
     
 
JE2 4UE, Jersey
00074753
100
Retailer
Danish Properties Holdco ApS
Baltorpbakken 5, 2750 Ballerup
44628708
100
Non-retailer
Donnay International
Leopoldstraat nr 79, 2800 Mechelen,
     
 
Belgium
435392220
100
Retailer
Everlast World’s Boxing Headquarters Corp
42 W 39th Street, 3rd Floor, New York, NY
     
 
10018, USA
13-3672716
100
Non-retailer
Everlast Worldwide Inc f/k/a Active Apparel Group
42 W 39th Street, 3rd Floor, New York, NY
     
 
10018, USA
13-3672716
100
Retailer
Frasers Group Asia SDN.BHD.
LEVEL 15-2, BANGUNAN FABER IMPERIAL
     
 
COURT, JALAN SULTAN ISMAIL, 50250
     
 
WILAYAH PERSEKUTUAN, KUALA LUMPUR,
     
 
Malaysia
201901040821
75
Non-retailer
Everlast Sports International Inc. Corp.
Everlast 42 West 39th St. 3rd floor, New York,
     
 
New York, 10018
13-2811380
100
Retailer
Everlast Sports Mfg Corp
Corporation Service Company, 80 State
     
 
Street, Albany, New York, 122207-2543-USA
13-1804772
100
Retailer
 
RCO COURT 3-5, SINARI DARANIJO
     
Frasers Retail Nigeria Limited
STREET, VICTORIA ISLAND, LAGOS STATE,
     
 
Nigeria
01799366
60
Retailer
GAME Stores Iberia SLU
C/ Virgilio 7 - 9, Parcelas 12 - 13, Pozuelo de
     
 
Alarcon, Madrid, Spain
B81209751
100
Retailer
GOTAY INVESTMENTS S.L.
C.C Puerto Venecia, local 84, Trav Jardines
     
 
Reales 7, 50021, Zaragoza, Spain
B88542709
100
Non-retailer
0008 MANSFIELDFIT (LEASECO) LIMITED
Shirebrook
(1)
12372305
100
Non-retailer
Heatons Stores Limited
Heaton House, IDA Business Park,
     
 
Whitestown, Tallaght, Dublin, Ireland,
     
 
D24E932, Ireland
00509525
100
Retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
229
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
0040 BLACKBURNFIT (LEASECO) LIMITED
Shirebrook
(1)
09038881
100
Non-retailer
HK Sports & Golf Aktiebolag
Eskilstorpsv 7, 269 96, Båstad, Sweden
556510-8189
100
Retailer
HOF Ireland Stores Limited
Heaton House, IDA Business Park,
Whitestown, Tallaght, Dublin, Ireland,
D24E932, Ireland
00626384
100
Retailer
Jack Wills Retail (Ireland) Limited
HEATON HOUSE, IDA BUSINESS PARK,
WHITESTOWN, TALLAGHT, DUBLIN 24,
Ireland
00656208
100
Retailer
0045 DERBYFIT (LEASECO) LIMITED
Shirebrook
(1)
9039481
100
Non-retailer
Karrimor International Limited
Aminaka Kudan Building 6/F, 1-14-17
Kudankita, Chiyoda-ku, Tokyo, 102-0073,
Japan
0100-01-012128
95
Retailer
Frasers Group Holdings Australia Pty Limited
5 ATTADALE COURT, ELANORA QLD 4221,
Australia
661 993 844
100
Non-retailer
2929 ROW BROOK (FREEHOLDCO) LIMITED
Shirebrook
(1)
09336806
100
Non-retailer
MySale Group Trustee Limited
Shirebrook
(1)
10476058
100
Retailer
HEATONS RDC
Heatons House IDA Business Park,
Whitestown, Tallaght, Dublin 24, Ireland
FC030641
100
Non-retailer
Heatons Unlimited Company
HEATON HOUSE, IDA BUSINESS PARK,
WHITESTOWN, TALLAGHT, DUBLIN 24,
Ireland
00011229
100
Retailer
Kangol, LLC
Corporation Service Ltd, 251 Little Falls
Drive, Wilmington, New Castle, Delaware,
1980
07004841
49
Non-retailer
Mississippi Manufacturing
1209 Orange Street, Wilmington,
New Castle County, Delaware
LLC 3470413
100
Non-retailer
QUENTIN INVESTMENTS S.L.
C.C Puerto Venecia, local 84, Trav Jardines
Reales 7, 50021, Zaragoza, Spain
B88542733
100
Non-retailer
MySale Group plc
L 3 120 Old Pittwater Road, Brookdale
New South Wales 2100
602 567 546
100
Retailer
MYSale Group PLC (Jersey)
Ogier House, The Esplanade, 44 Esplanade
Street, Helier, JE4 9WG, Jersey
00115584
100
Non-retailer
2CARE4 LIMITED
Church Bridge House, Henry Street,
Accrington, United Kingdom, BB5 4EE
03806485
100
Retailer
MySale Holdings Pty Limited
Level 3 120 Old Pittwater Road, Brookdale
New South Wales 2100
623 223 094
100
Non-retailer
SDI 2300 Collins LLC
Corporation Trust Centre, 1209 Orange
Street, Wilmington, New Castle, 19801
06870031
100
Non-retailer
SDI 735 Collins LLC
Corporation Trust Centre, 1209 Orange
Street, Wilmington, New Castle, 19801
06870028
100
Non-retailer
BRANDS HOLDINGS LIMITED
Shirebrook
(1)
04087435
100
Non-retailer
SDI Malta Holdco Limited
Level 1, LM Complex, Brewery Street, Zone
3 Central Business District, Birkirkara,
CBD3040, Malta
C102352
100
Non-retailer
NZ Sale Limited
25 Barrys Point Road Takapuna Auckland,
AUCKLAND, 0622 New Zealand
9429032200874
100
Retailer
SDI Property (Bitburg) BV
Van Konijnenburgweg 45, 4612PL, Bergen
op Zoom, Netherlands
82495807
100
Non-retailer
SDI Property (Europe) BV
Van Konijnenburgweg 45, 4612PL, Bergen
op Zoom, Netherlands
69042594
100
Non-retailer
OzSale Pty Limited
42 Queen Victoria Street, Fremantle
Western Australia 6160
118 610 987
100
Retailer
CATCHBEST LIMITED
Shirebrook
(1)
02611299
100
Retailer
SDI Ventures LLC
1209 Orange Street, Wilmington,
New Castle County, Delaware
687 0023
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
230
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
OzSale SDN BHD
1-2B Blk C Jln Pju 1/3B Sunwaymas Cmmrcl
Centre PETALING JAYA, Selangor, 47301
Malaysia
1007716A
100
Retailer
SIA SIG Logistics
A. Deglava, str 50, Riga, LV-1035, Latvia
40203110076
60
Non-retailer
SIA Sportland
A. Deglava, str 50, Riga, LV-1035, Latvia
40003530961
60
Retailer
SIA Sportsdirect.com
A. Deglava, str 50, Riga, LV-1035, Latvia
40103932873
60
Retailer
Rhapsody Investments (Europe) SA
1 Cote d'Eich, L-1450, Luxembourg
B21.60X
100
Non-retailer
SC Sports (SG) PTE
9 Raffles Place, #26-01, Republic Plaza,
Singapore (048619)
198203096N
100
Retailer
0010 ROSEMOSSLEYFIT (LEASECO) LIMITED
Shirebrook
(1)
12372368
100
Non-retailer
SDI (Corrib Shopping Centre) Limited
HEATON HOUSE, IDA BUSINESS PARK,
WHITESTOWN, TALLAGHT, DUBLIN 24,
Ireland
00715322
100
Non-retailer
Sport Eybl & Sports Experts Logistikbetriebs GmbH
Flugplatzstraße 30, 4600, Wels, Austria
FN96024M
100
Non-retailer
Sport Eybl Holding GmbH
Flugplatzstraße 30, 4600, Wels, Austria
FN180095X
100
Non-retailer
0015 MANSFIELDFITNESS2 (LEASECO) LIMITED
Shirebrook
(1)
12822245
100
Non-retailer
0023 BROMBROUGHFIT (LEASECO) LIMITED
Shirebrook
(1)
12823786
100
Non-retailer
Sportmaster Danmark ApS
Baltorpbakken 5, 2750 Ballerup, Denmark
34479526
100
Retailer
SDI Holdings USA Inc
CORPORATION TRUST CENTER 1209
ORANGE ST, WILMINGTON, New Castle,
DE, 19801
06651201
100
Non-retailer
Sports Direct MALAYSIA SDN.BHD.
LEVEL 15-2, BANGUNAN FABER IMPERIAL
COURT, JALAN SULTAN ISMAIL, 50250
WILAYAH PERSEKUTUAN, KUALA
LUMPUR, Malaysia
925166-M
75
Retailer
SDI Properties (USA) INC
1209 Orange Street, Wilmington,
New Castle County, Delaware
535872
100
Non-retailer
Sports World The Netherlands BV
Van Konijnenburgweg 45, 4612 PL Bergen
op zoom, Netherlands
34056291
100
Retailer
Sportsdirect.com (Asia) Limited
Unit 1903B & 1905, Exchange Tower,
33 Wang Chiu Road, Kowloon Bay,
Kowloon, Hong Kong
01216339
100
Retailer
Sportsdirect.com (Iceland) EHF
Skogarlind 2, 201, Kopavogur, Iceland
6301121760
100
Retailer
Sportsdirect.com (Shanghai) Limited
Room 315, 3rd Floor Building 2, No 239
Gang'ao Road, China (Shanghai) Pilot Free
Zone, Shanghai, China
91310115MA1K463A6B
95
Retailer
SDI Property US Inc.
Corporation Trust Centre, 1209 Orange
Street, Wilmington, New Castle, 19801
68700024
100
Non-retailer
Sportsdirect.com Austria GmbH
Flugplatzstraße 30, 4600, Wels, Austria
FN309738Y
100
Retailer
Sportsdirect.com Belgium SA
Parc Industriel, Avenue Ernest, Solvay 29
1480 Saintes, Belgium
416268471
100
Retailer
Sportsdirect.com China PTE Limited
C25, 3rd Floor, ASEAN Building, 690 Minzhi
Avenue, Xinniu Community, Minzhi Street,
Longhua District, Shenzhen, China
91440300579987503D
100
Retailer
Sportsdirect.com Cyprus Limited
Miltiades Stylianou 34B, Shop 2, 8577 Tala,
Paphos, Cyprus
00230340
100
Retailer
Sportsdirect.com Czech Republic s.r.o
Prague 1 - Nove Mesto, Na Porici 1079/3a,
100 00, Czech Republic
24268933
100
Retailer
Sportsdirect.com France
Zac des Copistes, Boulevard du Havre,
95220, Herblay, France
FR27379062813
100
Retailer
FOREVER MEDIA LIMITED
Shirebrook
(1)
08249185
100
Non-retailer
Sportsdirect.com Immobilien GmbH
Flugplatzstraße 30, 4600, Wels, Austria
FN104151P
100
Non-retailer
SDI Sports Group Americas LLC
Corporation Trust Centre, 1209 Orange
Street, Wilmington, New Castle, 19801
02047393
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
231
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
Sportsdirect.com Malta Limited
Level 1, LM Complex, Brewery Street, Zone
3 Central Business District, Birkirkara CBD,
3040, Malta
C92278
100
Retailer
Sportsdirect.com OU
Parnu mnt 139c, Kesklinna, Tallinn, 11318,
Estonia
12845837
60
Retailer
SDIL S.A
Parc Industriel, Avenue Ernest, Solvay 29
1480 Saintes, Belgium
810198636
100
Retailer
Sportsdirect.com Retail (Europe)
Parc Industriel, Avenue Ernest, Solvay 29
1480 Saintes, Belgium
458883046
100
Retailer
Sportsdirect.com Slovakia s.r.o
Vysoka 2/B, 81106, Bratislava, Slovakia
47 240 458
100
Retailer
SingSale Pte Limited
7 STRAITS VIEW, #12-00, MARINA ONE
EAST TOWER, SINGAPORE (018936)
20092030W
100
Retailer
SNO Sport Vertriebs - GmbH
Flugplatzstraße 30, 4600, Wels, Austria
FN272671M
100
Retailer
SSG Sport GmbH
Vornholzstr. 48, 94036, Passau, Germany
HRBH34
100
Retailer
SUPLAY INVESTMENTS S.L.
C.C Puerto Venecia, local 84, Trav Jardines
Reales 7, 50021, Zaragoza, Spain
B88542691
100
Non-retailer
Swimmo Eupen SPRL
Parc Industriel, Avenue Ernest, Solvay 29
1480 Saintes, Belgium
878673906
100
Retailer
Ten Gallon Corporation
Corporation Service Ltd, 251 Little Falls
Drive, Wilmington, New Castle, Delaware,
19808
07227398
49
Non-retailer
Tessuti (Ireland) Limited
HEATON HOUSE, IDA BUSINESS PARK,
WHITESTOWN, TALLAGHT, DUBLIN 24,
IRELAND
00726070
100
Retailer
The Antigua Group Inc
Incorp Services INC, 3773 Howard Hughes
PKWY STE 500S
7343-1994
100
Retailer
The Flannels Group (ROI) Limited
Heaton House, IDA Business Park,
Whitestown, Tallaght, Dublin, Ireland,
D24E932, Ireland
00707468
100
Retailer
UAB SDI (Gedimino) LT
Vilniaus m. sav. Vilniaus m. S, Seimyniskkiu
g. 3/, Lithuania
304584281
100
Non-retailer
0027 OXFORDTFIT (LEASECO) LIMITED
Shirebrook
(1)
12830411
100
Non-retailer
UAB Sportsdirect.com
Seimyniskiu g.3, Vilnius, LT-09312, Lithuania
304155613
51
Retailer
Westminster Manufacturing LLC
2 Office Park Court, Suite 103, Columbia,
SC 29233, USA
44358
100
Non-retailer
Sports Direct (Singapore) Pte Limited
6 Eu Tong Sen Street, #11-09, The Central,
059817, Singapore
2020045427
75
Retailer
Zaparoh Sp. z.o.o
ul. ŻERNICKA, No. 22, office, place
ROBAKOWO, CODE 62-02, Poland
KRS 0000459435
100
Retailer
Sports Direct Spain SLU
Centro Comercial Puerto Venecia, Local 84,
Travesía de los Jardines Reales nº 7, 50021,
Zaragoza, Spain
B86567880
100
Retailer
FRASERS PERSONALISATION LIMITED
Shirebrook
(1)
15525683
100
Retailer
0035 BRISTOLFIT (LEASECO) LIMITED
Shirebrook
(1)
12930938
100
Non-retailer
TYMIT LTD
5 Merchant Square, London, England,
W2 1DP
10827757
100
Non-retailer
0050 NOTTSFIT (LEASECO) LIMITED
Shirebrook
(1)
13030175
100
Non-retailer
Sportsdirect.com (Taiwan) Limited
17F.-5, No.500, Shizheng Rd. Xitun District,
40757, Taiwan
82770619
95
Retailer
0139 TRAFFORD MISSG (FREEHOLDCO) LIMITED
Shirebrook
(1)
13808689
100
Non-retailer
0140 BOUCHER SP BELFAST (FREEHOLDCO) LIMITED
Shirebrook
(1)
13808700
100
Non-retailer
SDI LIFESTYLE LIMITED
Shirebrook
(1)
08293614
100
Retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
232
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
FRASERS GROUP FINANCIAL SERVICES LIMITED
Church Bridge House, Henry Street,
Accrington, United Kingdom, BB5 4EE
00718151
100
Retailer
GAME DIGITAL LIMITED
Unity House, Telford Road, Basingstoke,
Hampshire, RG21 6YJ
09040213
100
Retailer
0167 COLNE BOUNDARY RP (FREEHOLDCO) LIMITED
Shirebrook
(1)
15089413
100
Non-retailer
0171 NN12ET NORTHAMPTON LIMITED
Shirebrook
(1)
15089417
100
Non-retailer
0276 NEWPORTIOW (FREEHOLDCO) LIMITED
Shirebrook
(1)
12578944
100
Non-retailer
HOFCO (INVEST CO) LIMITED
Shirebrook
(1)
08319960
100
Non-retailer
INTERNATIONAL BRAND MANAGEMENT LIMITED
Shirebrook
(1)
05142123
100
Retailer
J32 CASTLEFORD (FREEHOLDCO) LIMITED
Shirebrook
(1)
04161209
100
Non-retailer
RUNNEL LIMITED
Shirebrook
(1)
09336830
100
Retailer
STUDIO RETAIL HOLDINGS LIMITED
Shirebrook
(1)
14134781
100
Non-retailer
STUDIO RETAIL FINANCIAL SERVICES LIMITED
Shirebrook
(1)
14156254
100
Non-retailer
PROPERTYCO (STUDIO) LIMITED
Shirebrook
(1)
14156309
100
Non-retailer
148 BLUEW (LEASECO) LIMITED
Shirebrook
(1)
14156546
100
Non-retailer
PSYCHE HOLDINGS LIMITED
Shirebrook
(1)
03438665
100
Non-retailer
SDI FITNESS (NORTHFIELD) LIMITED
Shirebrook
(1)
09039412
100
Non-retailer
SDI (PROPCO 52) LIMITED
Shirebrook
(1)
11526972
100
Non-retailer
SDI (PROPCO 70) LIMITED
Shirebrook
(1)
11572933
100
Non-retailer
FG USA TRADE GROUP LIMITED
Shirebrook
(1)
13216390
100
Retailer
1133 SALEFIT (LEASECO) LIMITED
Shirebrook
(1)
12372303
100
Non-retailer
2019 DARLINGTON (FREEHOLDCO) LIMITED
Shirebrook
(1)
14845734
100
Non-retailer
2037 LOCHLOMONDSHORES
FREEHOLDCO LIMITED
Shirebrook
(1)
11531532
100
Non-retailer
SDI (PROPCO 141) LIMITED
Shirebrook
(1)
13808701
100
Non-retailer
SDI (THE HOUSE YARM) LIMITED
Shirebrook
(1)
12332871
100
Non-retailer
2663 LLANELLIFIT (LEASECO) LIMITED
Shirebrook
(1)
12820382
100
Non-retailer
ALPHA DEVELOPMENTS STOCKPORT LTD
Shirebrook
(1)
12662564
100
Non-retailer
JACK WILLS PROPERTY LIMITED
Shirebrook
(1)
11775643
100
Non-retailer
SDI (PROPCO 101) LIMITED
Shirebrook
(1)
11773466
100
Non-retailer
SDI (PROPCO 107) LIMITED
Shirebrook
(1)
11775706
100
Non-retailer
SDI (PROPCO 111) LIMITED
Shirebrook
(1)
11775722
100
Non-retailer
SDI (PROPCO 117) LIMITED
Shirebrook
(1)
12332456
100
Non-retailer
SDI (PROPCO 96) LIMITED
Shirebrook
(1)
11730503
100
Non-retailer
COVENTRY ARENA RETAIL LIMITED
Shirebrook
(1)
11689119
100
Non-retailer
SDI RETAIL SERVICES LIMITED
Shirebrook
(1)
08143303
100
Retailer
GIEVES & HAWKES RETAIL LIMITED
Shirebrook
(1)
11689077
100
Retailer
2734 GALWAYCORRIB (FREEHOLDCO) LIMITED
Shirebrook
(1)
12332859
100
Non-retailer
3233 CHICHESTER EAST STREET
(FREEHOLDCO) LIMITED
Shirebrook
(1)
14846358
100
Non-retailer
SDI (STOKE LONGTON) LIMITED
Shirebrook
(1)
07853877
100
Non-retailer
SDI (WAKEFIELD) LIMITED
Shirebrook
(1)
08483711
100
Non-retailer
UNIVERSAL CYCLES LIMITED
Shirebrook
(1)
01339667
100
Retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
233
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
SDI (WATFORD) LIMITED
Shirebrook
(1)
06328505
100
Non-retailer
SDI FITNESS (COLCHESTER) LIMITED
Shirebrook
(1)
09039011
100
Non-retailer
SDI FITNESS (SALE) LIMITED
Shirebrook
(1)
09039405
100
Non-retailer
3442 MIDDLESBROUGH LINTHORPE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
13808704
100
Non-retailer
3443 LEEDS BRIGGATE (FREEHOLDCO) LIMITED
Shirebrook
(1)
13808640
100
Non-retailer
WIT INVEST (INVEST CO) LIMITED
Shirebrook
(1)
14492202
100
Non-retailer
3480 BOURNEMOUTH COMM RD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14634987
100
Non-retailer
3669 WINCHESTERGH (LEASECO) LIMITED
Shirebrook
(1)
14634903
100
Non-retailer
TESSUTI STORES LIMITED
Shirebrook
(1)
14469753
100
Retailer
SDI (STOCKPORT) LIMITED
Shirebrook
(1)
06372181
100
Non-retailer
SDI SPORT LONDON LIMITED
Shirebrook
(1)
09848767
100
Retailer
SDI (GLASGOW ARGYLE ST) LTD
Shirebrook
(1)
11227937
100
Non-retailer
SDI (HANLEY) LIMITED
Shirebrook
(1)
11228017
100
Non-retailer
SDI (PROPCO 51) LIMITED
Shirebrook
(1)
11527237
100
Non-retailer
SDI (PROPCO 81) LIMITED
Shirebrook
(1)
11641123
100
Non-retailer
SDI (PROPCO 93) LIMITED
Shirebrook
(1)
11730253
100
Non-retailer
MTPK INVESTCO LIMITED
Shirebrook
(1)
08560260
100
Non-retailer
COVENTRY ARENA OPCO LIMITED
Shirebrook
(1)
14479916
100
Non-retailer
COVENTRY ARENA PROPCO LIMITED
Shirebrook
(1)
14156565
100
Non-retailer
Martin House, 184 Ingram Street, Glasgow,
CRUISE CLOTHING LIMITED
Scotland, G1 1DN, United Kingdom
SC382991
100
Retailer
EVANS CYCLES LIMITED
Shirebrook
(1)
11577650
100
Retailer
KANGOL LIMITED
Shirebrook
(1)
03343793
100
Retailer
MISSGUIDED RETAIL LIMITED
Shirebrook
(1)
12298767
100
Retailer
GUL WATERSPORTS LIMITED
Shirebrook
(1)
07589716
100
Retailer
I SAW IT FIRST LIMITED
Shirebrook
(1)
10184572
100
Retailer
JACK WILLS RETAIL LIMITED
Shirebrook
(1)
11634810
100
Retailer
LILLYWHITES LIMITED
Shirebrook
(1)
00290939
100
Retailer
REPUBLIC.COM RETAIL LIMITED
Shirebrook
(1)
08248997
100
Retailer
SDI FITNESS (DW) LIMITED
Shirebrook
(1)
12298794
100
Non-retailer
SPORTSDIRECT.COM FITNESS LIMITED
Shirebrook
(1)
09028577
100
Non-retailer
VAN MILDERT (LIFESTYLE) LIMITED
Shirebrook
(1)
08319959
100
Retailer
3742 BIRMINGHAMGH (LEASECO) LIMITED
Shirebrook
(1)
14469756
100
Non-retailer
NEWTOWNABBEY (FREEHOLDCO) LIMITED
Shirebrook
(1)
09127266
100
Non-retailer
ACCRINGTON EXPRESS HOUSE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14156232
100
Non-retailer
LIVINGSTON ALMONDVALE RP (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14156550
100
Non-retailer
WOODLANDSLOVE (INVEST CO) LIMITED
Shirebrook
(1)
14492147
100
Non-retailer
GIULIO LIMITED
Shirebrook
(1)
01631026
100
Retailer
NICHOLAS DEAKINS LTD.
Shirebrook
(1)
03201284
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
234
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
CHOICE LIMITED
Shirebrook
(1)
02812899
100
Retailer
TOPGRADE SPORTSWEAR LIMITED
Shirebrook
(1)
03139070
100
Retailer
R. D. SCOTT LIMITED
Shirebrook
(1)
01738894
100
Non-retailer
CLOTHINGSITES.CO.UK LIMITED
Shirebrook
(1)
04432380
100
Retailer
TESSUTI GROUP LIMITED
Shirebrook
(1)
08007909
100
Retailer
REDWOOD PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
09340379
100
Non-retailer
CLOTHINGSITES HOLDINGS LIMITED
Shirebrook
(1)
10075381
100
Non-retailer
THE WATCH SHOP HOLDINGS LIMITED
Shirebrook
(1)
11640948
100
Non-retailer
8440 NORWICHDCWGH (LEASECO) LIMITED
Shirebrook
(1)
14634777
100
Non-retailer
WHCO LIMITED
Shirebrook
(1)
13376181
100
Non-retailer
8440 NORWICHGH (LEASECO) LIMITED
Shirebrook
(1)
14456686
100
Non-retailer
HEATONS (N.I.) LIMITED
C/O Eversheds Sutherland, 4F Montgomery
House, Montgomery Street, Belfast, BT1
4NX, United Kingdom
NI035599
100
Retailer
WARESHOP2 LIMITED
Shirebrook
(1)
09870840
100
Non-retailer
HOUSE OF FRASER LIMITED
Shirebrook
(1)
10686681
100
Retailer
PRIMA DESIGNER LIMITED
Shirebrook
(1)
04781351
100
Retailer
AGAPANTHUS INVESTCO HOLDCO LIMITED
Shirebrook
(1)
14492217
100
Non-retailer
MALL NOMINEE FOUR LIMITED
Shirebrook
(1)
10482091
100
Non-retailer
ROTHERHAM PARKGATE SC (FREEHOLDCO) LIMITED
Shirebrook
(1)
09888635
100
Non-retailer
SDI (DUNFERMLINE) LIMITED
Shirebrook
(1)
08483679
100
Non-retailer
SDI (GLASGOW FRASERS) LIMITED
Shirebrook
(1)
11531596
100
Non-retailer
SDI (SCUNTHORPE PARISHES CENTRE) LIMITED
Shirebrook
(1)
11730442
100
Non-retailer
SDI (PROPCO 119) LIMITED
Shirebrook
(1)
12332862
100
Non-retailer
ALDER PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
14634974
100
Non-retailer
ALPHA BRAND HOLDCO LIMITED
Shirebrook
(1)
11635011
100
Non-retailer
2786 BROOKFIELD CHESHUNT
(FREEHOLDCO) LIMITED
Shirebrook
(1)
11775717
100
Non-retailer
SDI (CORK) LIMITED
Shirebrook
(1)
11775763
100
Non-retailer
SDI (PROPCO 99) LIMITED
Shirebrook
(1)
11732772
100
Non-retailer
18 MONTROSE RETAIL LIMITED
Shirebrook
(1)
11577636
100
Retailer
GRMNT LTD
Shirebrook
(1)
11144039
100
Retailer
JACK WILLS IP LIMITED
Shirebrook
(1)
11775495
100
Non-retailer
HUGO STORES LIMITED
Shirebrook
(1)
11687276
100
Non-retailer
AMARA PROPERTY LIMITED
Shirebrook
(1)
14634781
100
Non-retailer
BETA BRAND HOLDCO LIMITED
Shirebrook
(1)
12299515
100
Non-retailer
FIR PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
11775597
100
Non-retailer
SPORTS DIRECT INTERNATIONAL LIMITED
Shirebrook
(1)
11775757
100
Non-retailer
2787 CHESHUNT BROOKFIELD
(FREEHOLDCO) LIMITED
Shirebrook
(1)
11775599
100
Non-retailer
Parc Industriel, Avenue Ernest, Solvay 29
SDB2 SA
1480 Saintes, Belgium
0848.964.388
100
Non-retailer
SDI (BANGOR) LIMITED
Shirebrook
(1)
05529705
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
235
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
BLACKBURN TOWNSMOOR RP (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14834655
100
Non-retailer
BORONIA INVESTCO HOLDCO LIMITED
Shirebrook
(1)
14492165
100
Non-retailer
SDI (BETWS-Y-COED) LIMITED
Shirebrook
(1)
06836673
100
Non-retailer
SDI (AYR) LIMITED
Shirebrook
(1)
05528267
100
Non-retailer
SDI (COLCHESTER) LIMITED
Shirebrook
(1)
05632790
100
Non-retailer
CASPIA INVESTCO HOLDCO LIMITED
Shirebrook
(1)
11687376
100
Non-retailer
SDI (NORTHAMPTON) LIMITED
Shirebrook
(1)
07852272
100
Non-retailer
SDI (SOUTHAMPTON) LIMITED
Shirebrook
(1)
08512480
100
Non-retailer
SDI (BELFAST) LIMITED
Shirebrook
(1)
09872471
100
Non-retailer
STIRLINGS (ARGYLE STREET) LIMITED
Martin House, 184 Ingram Street, Glasgow,
G1 1DN, United Kingdom
SC088108
100
Retailer
SDI (REDCAR) LIMITED
Shirebrook
(1)
02731452
100
Non-retailer
SDI (KEIGHLEY) LIMITED
Shirebrook
(1)
06260239
100
Non-retailer
SDI (GAINSBOROUGH) LIMITED
Shirebrook
(1)
06338907
100
Non-retailer
SDI (WISHAW) LIMITED
Shirebrook
(1)
06656365
100
Non-retailer
SDI (NEWTON ABBOT) LIMITED
Shirebrook
(1)
06836666
100
Non-retailer
SDI (ASHINGTON) LIMITED
Shirebrook
(1)
07849231
100
Non-retailer
SDI (CLACTON) LIMITED
Shirebrook
(1)
07852078
100
Non-retailer
SDI (TAUNTON) LIMITED
Shirebrook
(1)
07852191
100
Non-retailer
SDI (NUNEATON) LIMITED
Shirebrook
(1)
07852249
100
Non-retailer
SDI (OSWESTRY) LIMITED
Shirebrook
(1)
07852363
100
Non-retailer
SDI (PETERLEE) LIMITED
Shirebrook
(1)
07852401
100
Non-retailer
SDI (ROLLE ST) LIMITED
Shirebrook
(1)
07852669
100
Non-retailer
SDI (NEATH) LIMITED
Shirebrook
(1)
07853548
100
Non-retailer
SDI (LEICESTER) LIMITED
Shirebrook
(1)
09127170
100
Non-retailer
SDI (WYTHENSHAWE) LIMITED
Shirebrook
(1)
09659156
100
Non-retailer
SDI (LIVERPOOL) LIMITED
Shirebrook
(1)
09888734
100
Non-retailer
SDI (ISLE OF MAN) LIMITED
Shirebrook
(1)
09901745
100
Non-retailer
STUDIO RETAIL TRADING LIMITED
Church Bridge House, Henry Street,
Accrington, BB5 4EE
03994833
100
Retailer
SDI (GLASGOW INGRAM STREET) LIMITED
Shirebrook
(1)
09925519
100
Non-retailer
SDI SPORTS (STOKE) LIMITED
Shirebrook
(1)
10163722
100
Retailer
SDI (THE LION HOTEL) LIMITED
Shirebrook
(1)
06836880
100
Non-retailer
SDI (KENTISH TOWN) LIMITED
Shirebrook
(1)
09901702
100
Non-retailer
SDI (KENDAL) LIMITED
Shirebrook
(1)
06338918
100
Non-retailer
SDI (PLYMOUTH FLANNELS) LIMITED
Shirebrook
(1)
09127387
100
Non-retailer
SDI (PLYMOUTH) LIMITED
Shirebrook
(1)
09470468
100
Non-retailer
SDI (BIRKENHEAD) LIMITED
Shirebrook
(1)
07849198
100
Non-retailer
SDI (ABERDEEN) LIMITED
Shirebrook
(1)
08512592
100
Non-retailer
SDI (NEWPORT) LIMITED
Shirebrook
(1)
08679118
100
Non-retailer
SDI (SUNDERLAND) LIMITED
Shirebrook
(1)
08755347
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
236
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
SDI (SOUTHAMPTON 2) LIMITED
Shirebrook
(1)
09665889
100
Non-retailer
SDI (SWINDON) LIMITED
Shirebrook
(1)
09888662
100
Non-retailer
SDI (STRABANE) LIMITED
Shirebrook
(1)
09890243
100
Non-retailer
SDI (UXBRIDGE) LIMITED
Shirebrook
(1)
10177276
100
Non-retailer
SDI (BERWICK) LIMITED
Shirebrook
(1)
02739957
100
Non-retailer
SDI (ABERYSTWYTH) LIMITED
Shirebrook
(1)
02789996
100
Non-retailer
SDI (BISHOP AUCKLAND) LIMITED
Shirebrook
(1)
03004246
100
Non-retailer
SDI (CHATHAM) LIMITED
Shirebrook
(1)
06836679
100
Non-retailer
SDI (ASHFORD) LIMITED
Shirebrook
(1)
07848460
100
Non-retailer
SDI (SCUNTHORPE) LIMITED
Shirebrook
(1)
07852055
100
Non-retailer
SDI (BRIDGWATER) LIMITED
Shirebrook
(1)
07852061
100
Non-retailer
SDI (GALASHIELS) LIMITED
Shirebrook
(1)
07852091
100
Non-retailer
SDI (KIRKCALDY) LIMITED
Shirebrook
(1)
07852097
100
Non-retailer
SDI (STOKE NEWINGTON) LIMITED
Shirebrook
(1)
07852207
100
Non-retailer
SDI (RAMSGATE) LIMITED
Shirebrook
(1)
07852250
100
Non-retailer
SDI (STROOD) LIMITED
Shirebrook
(1)
07852251
100
Non-retailer
SDI (ST HELENS) LIMITED
Shirebrook
(1)
07852281
100
Non-retailer
SDI (ST AUSTELL) LIMITED
Shirebrook
(1)
07852284
100
Non-retailer
SDI (WALSALL) LIMITED
Shirebrook
(1)
07852289
100
Non-retailer
SDI (NEWARK) LIMITED
Shirebrook
(1)
07853470
100
Non-retailer
SDI (STAFFORD) LIMITED
Shirebrook
(1)
08568681
100
Non-retailer
SDI (HASTINGS) LIMITED
Shirebrook
(1)
08625893
100
Non-retailer
SDI (LEEDS) LIMITED
Shirebrook
(1)
09293515
100
Non-retailer
SDI (HULL) LIMITED
Shirebrook
(1)
09638564
100
Non-retailer
SDI (HEREFORD) LIMITED
Shirebrook
(1)
09888642
100
Non-retailer
SDI (DONCASTER) LIMITED
Shirebrook
(1)
09888670
100
Non-retailer
SDI (FULHAM) LIMITED
Shirebrook
(1)
07852037
100
Non-retailer
CHARLIE BRAND HOLDCO LIMITED
Shirebrook
(1)
11795958
100
Non-retailer
SDI (GLOUCESTER) LIMITED
Shirebrook
(1)
07852067
100
Non-retailer
SDI (PENZANCE) LIMITED
Shirebrook
(1)
07852297
100
Non-retailer
SDI (SCARBOROUGH) LIMITED
Shirebrook
(1)
06328463
100
Non-retailer
BRANDS HOLDINGS SPONSORSHIP LIMITED
Shirebrook
(1)
10375418
100
Non-retailer
NO FEAR INTERNATIONAL LIMITED
Shirebrook
(1)
05532482
100
Non-retailer
LSL HOLDINGS (LHFH) LIMITED
Shirebrook
(1)
10161824
100
Non-retailer
COVENTG SHELTON ST (FREEHOLDCO) LIMITED
Shirebrook
(1)
14634874
100
Non-retailer
SLAZENGER CARLTON (HOLDINGS) LIMITED
Shirebrook
(1)
10463051
100
Non-retailer
SDI AVIATION LIMITED
Shirebrook
(1)
09633152
100
Non-retailer
SDI FITNESS (GLASGOW) LIMITED
Shirebrook
(1)
09038811
100
Non-retailer
SDI FOUR LIMITED
Shirebrook
(1)
09719779
100
Non-retailer
SD EQUESTRIAN LIMITED
Shirebrook
(1)
08692780
100
Retailer
SDI (NEWCASTLE) LIMITED
Shirebrook
(1)
09127286
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
237
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
SDI (MANCHESTER DENTON) LIMITED
Shirebrook
(1)
09127295
100
Non-retailer
SDI FITNESS (LINCOLN CITY) LIMITED
Shirebrook
(1)
09039331
100
Non-retailer
SDI (UXBRIDGE 2) LIMITED
Shirebrook
(1)
09127316
100
Non-retailer
SDI (DERBY) LIMITED
Shirebrook
(1)
09310031
100
Non-retailer
SDI (IPSWICH) LIMITED
Shirebrook
(1)
09788411
100
Non-retailer
SDI GOLF LIMITED
Shirebrook
(1)
09083512
100
Retailer
SDI (OXFORD STREET) LIMITED
Shirebrook
(1)
10046080
100
Non-retailer
SDI (SALISBURY) LTD
Shirebrook
(1)
10107572
100
Non-retailer
SDI (SUTTON) LIMITED
Shirebrook
(1)
11228011
100
Non-retailer
SDI (PROPCO 75) LIMITED
Shirebrook
(1)
11577256
100
Non-retailer
SDI (TROWBRIDGE) LIMITED
Shirebrook
(1)
12355661
100
Non-retailer
SDI (CARDIFF QS) LIMITED
Shirebrook
(1)
12578045
100
Non-retailer
SDI (NORTHWICH) LIMITED
Shirebrook
(1)
05656295
100
Non-retailer
SDI (EAST KILBRIDE) LIMITED
Shirebrook
(1)
06656368
100
Non-retailer
HOT TUNA IP LIMITED
Shirebrook
(1)
06836792
100
Non-retailer
SDI (CARLISLE) LIMITED
Shirebrook
(1)
07851959
100
Non-retailer
SDI (LOWESTOFT) LIMITED
Shirebrook
(1)
07852265
100
Non-retailer
SDI (KILMARNOCK) LIMITED
Shirebrook
(1)
07853433
100
Non-retailer
YEOMANS OUTDOORS LIMITED
Shirebrook
(1)
08058714
100
Non-retailer
COVENTRY ARENA IPCO LIMITED
Shirebrook
(1)
14479914
100
Non-retailer
SDI (BURTON) LIMITED
Shirebrook
(1)
08495632
100
Non-retailer
SDI PROPERTY LIMITED
Shirebrook
(1)
02767493
100
Non-retailer
SDI (WIDNES) LIMITED
Shirebrook
(1)
08576472
100
Non-retailer
SDI (STAFFORD RIVERSIDE) LIMITED
Shirebrook
(1)
08972499
100
Non-retailer
SDI (DERRY) LIMITED
C/O Eversheds Sutherland,
4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI653340
100
Non-retailer
SDI (COVENTRY) LIMITED
Shirebrook
(1)
09680128
100
Non-retailer
SDI (DUNDEE) LIMITED
Shirebrook
(1)
09702004
100
Non-retailer
CROYDON PURLEY WC (FREEHOLDCO) LIMITED
Shirebrook
(1)
14156557
100
Non-retailer
DAHILA INVESTCO HOLDCO LIMITED
Shirebrook
(1)
10162904
100
Non-retailer
DELTA BRAND HOLDCO LIMITED
Shirebrook
(1)
14532468
100
Non-retailer
DOGWOOD PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
15089415
100
Non-retailer
ECHO BRAND HOLDCO LIMITED
Shirebrook
(1)
11634915
100
Non-retailer
ELM PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
15089419
100
Non-retailer
EVANS CYCLES PROPERTY LIMITED
Shirebrook
(1)
11634939
100
Non-retailer
FG (AF HOLDINGS) LIMITED
Shirebrook
(1)
13281983
100
Non-retailer
FOXTROT BRAND HOLDCO LIMITED
Shirebrook
(1)
14553581
100
Non-retailer
FRASERS GROUP (EUROPEAN HOLDINGS) LIMITED
Shirebrook
(1)
12903845
100
Non-retailer
FRASERS GROUP LOYALTY SERVICES LIMITED
Shirebrook
(1)
13340837
100
Non-retailer
GIANT PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
12300052
100
Non-retailer
SDI.COM FITNESS PARENT LIMITED
Shirebrook
(1)
09082454
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
238
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
SMITH & BROOKS LIMITED
Shirebrook
(1)
02073720
100
Retailer
SDI (EAST HAM) LIMITED
Shirebrook
(1)
09810378
100
Non-retailer
SDI (ROMFORD) LIMITED
Shirebrook
(1)
10071547
100
Non-retailer
SDI (K LYNN) LIMITED
Shirebrook
(1)
10073076
100
Non-retailer
SDI (MIDDLESBROUGH) LIMITED
Shirebrook
(1)
10081909
100
Non-retailer
SDI (ENFIELD) LIMITED
Shirebrook
(1)
10086209
100
Non-retailer
SDI (HOUNSLOW) LIMITED
Shirebrook
(1)
10086218
100
Non-retailer
SDI (NEWQUAY) LIMITED
Shirebrook
(1)
10089800
100
Non-retailer
SDI (EDINBURGH) LIMITED
Shirebrook
(1)
10100990
100
Non-retailer
SDI (CARDIFF FLANNELS) LIMITED
Shirebrook
(1)
10177359
100
Non-retailer
SDI (READING) LIMITED
Shirebrook
(1)
10422164
100
Non-retailer
SDI (MARKET ROAD) LIMITED
Shirebrook
(1)
10799247
100
Non-retailer
SDI (CORBY) LIMITED
Shirebrook
(1)
10885672
100
Non-retailer
SDI (DARLINGTON) LIMITED
Shirebrook
(1)
10915193
100
Non-retailer
SDI (WREXHAM) LIMITED
Shirebrook
(1)
10915200
100
Non-retailer
SDI (CARDIFF QS 2) LTD.
Shirebrook
(1)
11227321
100
Non-retailer
SDI (NASSAU STREET) LIMITED
Shirebrook
(1)
11227964
100
Non-retailer
SDI (YORK) LIMITED
Shirebrook
(1)
11331391
100
Non-retailer
SDI (GREAT YARMOUTH) LIMITED
Shirebrook
(1)
11732687
100
Non-retailer
SDI (IPSWICH 2) LIMITED
Shirebrook
(1)
12578948
100
Non-retailer
SDI (PORTSMOUTH) LIMITED
Shirebrook
(1)
12579294
100
Non-retailer
SDI (BRIGHTON) LIMITED
Shirebrook
(1)
12579780
100
Non-retailer
SDI (PROPCO 37) LIMITED
Shirebrook
(1)
11523343
100
Non-retailer
SDI (PROPCO 38) LIMITED
Shirebrook
(1)
11523424
100
Non-retailer
SDI (PROPCO 40) LIMITED
Shirebrook
(1)
11523489
100
Non-retailer
SDI (PROPCO 41) LIMITED
Shirebrook
(1)
11523621
100
Non-retailer
SDI (PROPCO 46) LIMITED
Shirebrook
(1)
11523748
100
Non-retailer
SDI (PROPCO 47) LIMITED
Shirebrook
(1)
11530370
100
Non-retailer
SDI (PROPCO 50) LIMITED
Shirebrook
(1)
11526182
100
Non-retailer
SDI FITNESS 38 LIMITED
Shirebrook
(1)
09038724
100
Non-retailer
SDI FITNESS 39 LIMITED
Shirebrook
(1)
09038768
100
Non-retailer
SDI FITNESS 41 LIMITED
Shirebrook
(1)
09038839
100
Non-retailer
SDI FITNESS 42 LIMITED
Shirebrook
(1)
09038943
100
Non-retailer
SDI FITNESS 43 LIMITED
Shirebrook
(1)
09039023
100
Non-retailer
SDI FITNESS 44 LIMITED
Shirebrook
(1)
09039343
100
Non-retailer
SDI (PROPCO 55) LIMITED
Shirebrook
(1)
11527303
100
Non-retailer
SDI (PROPCO 56) LIMITED
Shirebrook
(1)
11527382
100
Non-retailer
GLD INVEST (INVEST CO) LIMITED
Shirebrook
(1)
14553950
100
Non-retailer
SDI (PROPCO 71) LIMITED
Shirebrook
(1)
11574887
100
Non-retailer
SDI (PROPCO 83) LIMITED
Shirebrook
(1)
11646302
100
Non-retailer
SDI (PROPCO 87) LIMITED
Shirebrook
(1)
11649336
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
239
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
SDI (PROPCO 88) LIMITED
Shirebrook
(1)
11674753
100
Non-retailer
SDI (PROPCO 91) LIMITED
Shirebrook
(1)
11687077
100
Non-retailer
SDI FITNESS (NI 1) LIMITED
C/O Eversheds Sutherland,
4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672034
100
Non-retailer
SDI FITNESS (NI 2) LIMITED
C/O Eversheds Sutherland,
4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672033
100
Non-retailer
SDI FITNESS 1 LIMITED
Shirebrook
(1)
12371923
100
Non-retailer
SDI FITNESS 2 LIMITED
Shirebrook
(1)
12372165
100
Non-retailer
SDI FITNESS 3 LIMITED
Shirebrook
(1)
12372169
100
Non-retailer
SDI FITNESS 7 LIMITED
Shirebrook
(1)
12372218
100
Non-retailer
SDI FITNESS 14 LIMITED
Shirebrook
(1)
12820516
100
Non-retailer
SDI FITNESS 13 LIMITED
Shirebrook
(1)
12820585
100
Non-retailer
SDI FITNESS 12 LIMITED
Shirebrook
(1)
12821058
100
Non-retailer
SDI FITNESS 16 LIMITED
Shirebrook
(1)
12822564
100
Non-retailer
SDI FITNESS 17 LIMITED
Shirebrook
(1)
12822692
100
Non-retailer
SDI FITNESS 18 LIMITED
Shirebrook
(1)
12822794
100
Non-retailer
SDI FITNESS 19 LIMITED
Shirebrook
(1)
12822856
100
Non-retailer
SDI FITNESS 22 LIMITED
Shirebrook
(1)
12823510
100
Non-retailer
SDI FITNESS 21 LIMITED
Shirebrook
(1)
12823572
100
Non-retailer
SDI FITNESS 20 LIMITED
Shirebrook
(1)
12823728
100
Non-retailer
SDI FITNESS 25 LIMITED
Shirebrook
(1)
12823926
100
Non-retailer
SDI FITNESS 24 LIMITED
Shirebrook
(1)
12823986
100
Non-retailer
SDI FITNESS 28 LIMITED
Shirebrook
(1)
12825356
100
Non-retailer
SDI FITNESS 29 LIMITED
Shirebrook
(1)
12825569
100
Non-retailer
SDI FITNESS 30 LIMITED
Shirebrook
(1)
12825721
100
Non-retailer
SDI FITNESS 31 LIMITED
Shirebrook
(1)
12930743
100
Non-retailer
SDI FITNESS 33 LIMITED
Shirebrook
(1)
12930826
100
Non-retailer
SDI FITNESS 32 LIMITED
Shirebrook
(1)
12930838
100
Non-retailer
SDI FITNESS 37 LIMITED
Shirebrook
(1)
12930944
100
Non-retailer
SDI FITNESS 36 LIMITED
Shirebrook
(1)
12930954
100
Non-retailer
SDI FITNESS 48 LIMITED
Shirebrook
(1)
13030107
100
Non-retailer
GOLF BRAND HOLDCO LIMITED
Shirebrook
(1)
14553881
100
Non-retailer
SDI FITNESS 47 LIMITED
Shirebrook
(1)
13030364
100
Non-retailer
SDI FITNESS 46 LIMITED
Shirebrook
(1)
13030435
100
Non-retailer
SDI FITNESS (NI 3) LIMITED
C/O Eversheds Sutherland,
4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672035
100
Non-retailer
SDI FITNESS 26 LIMITED
Shirebrook
(1)
12825248
100
Non-retailer
HOUSE OF FRASER BRANDS LIMITED
Shirebrook
(1)
10687367
100
Retailer
KANGOL HOLDINGS LIMITED
Shirebrook
(1)
03317738
100
Non-retailer
SDI PROPERTY US LIMITED
Shirebrook
(1)
11323420
100
Non-retailer
SPORTS DIRECT HOLDINGS LIMITED
Shirebrook
(1)
06464317
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
240
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
SPORTS DIRECT INTERNATIONAL HOLDINGS
LIMITED
Shirebrook
(1)
06027131
100
Non-retailer
AMARA RETAIL LIMITED
Shirebrook
(1)
12299584
100
Retailer
BSL INTERNATIONAL LIMITED
Shirebrook
(1)
02800425
100
Retailer
GAME AR LIMITED
Basingstoke
(2)
10142852
100
Retailer
GAME DIGITAL HOLDINGS LIMITED
Basingstoke
(2)
07893832
100
Non-retailer
Sportsdirect.com Hungary
H-1053 Budapest,
Karolyi Mihaly utca 12, Hungary
01-09-199366
100
Retailer
GAME DIGITAL SOLUTIONS LIMITED
Basingstoke
(2)
09476209
100
Retailer
GAME SPAIN HOLDINGS LIMITED
Basingstoke
(2)
10846702
100
Non-retailer
GAME SPAIN INVESTMENTS LIMITED
Basingstoke
(2)
10863881
100
Non-retailer
LOVELL SPORTS LIMITED
Shirebrook
(1)
04184358
100
Retailer
SOFA.COM BIDCO LIMITED
Shirebrook
(1)
09341955
100
Retailer
SOFA.COM LTD
Shirebrook
(1)
05222498
100
Retailer
GT-Lines B.V
Bert Haanstrakade 2, 1087DN,
Amsterdam, Netherlands
17117820
100
Non-retailer
HAWTHORNE PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
12298708
100
Non-retailer
Sportsdirect.com Luxembourg
Shirebrook
(1)
27003200297
100
Retailer
HOH (INVEST CO) LIMITED
Shirebrook
(1)
10161592
100
Non-retailer
HOTEL BRAND HOLDCO LIMITED
Shirebrook
(1)
14553954
100
Non-retailer
INCENSE PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
11649235
100
Non-retailer
CHESTER NEWGATE EASTGATE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14635087
100
Non-retailer
JERSEY HOLDING (FREEHOLDCO) LIMITED
Shirebrook
(1)
10177028
100
Non-retailer
FGFS NO1 LIMITED
Shirebrook
(1)
14606004
100
Non-retailer
LUTON MALL (FREEHOLDCO) LIMITED
Shirebrook
(1)
14570159
100
Non-retailer
LUTON MALL 2 (FREEHOLDCO) LIMITED
Shirebrook
(1)
14570336
100
Non-retailer
THE FLANNELS GROUP LIMITED
Shirebrook
(1)
02318510
100
Retailer
SPORTSDIRECT.COM RETAIL LIMITED
Shirebrook
(1)
03406347
100
Retailer
GAME RETAIL LIMITED
Basingstoke
(2)
07837246
100
Retailer
JULIET BRAND HOLDCO LIMITED
Shirebrook
(1)
14553947
100
Non-retailer
Sportsdirect.com Poland
ul. Skladowa 5, 61-897, Poznań, Poland
00452610
100
Retailer
LIVERPOOL CHURCH STREET (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14846326
100
Non-retailer
MALL NOMINEE THREE LIMITED
Shirebrook
(1)
10481999
100
Non-retailer
MANCTRAFFORDC (LEASECO) LIMITED
Shirebrook
(1)
15089205
100
Non-retailer
Sportsdirect.com PTY Limited
c/o Norton Rose Fulbright,
Level 6, 60 Martin Place,
Sydney NSW 2000, Australia
603187319
100
Retailer
LOVELLS SP LIMITED
Shirebrook
(1)
08907509
100
Non-retailer
FRASERS GROUP F&B JV LIMITED
Shirebrook
(1)
12298852
100
Non-retailer
GAME BELONG LIMITED
Shirebrook
(1)
12794477
100
Non-retailer
FRASERS GROUP CREDIT BROKING LIMITED
Shirebrook
(1)
13191369
100
Non-retailer
NFSK (INVEST CO) LIMITED
Shirebrook
(1)
10919102
100
Non-retailer
CAFE CLO LIMITED
Shirebrook
(1)
13641982
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
241
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
LIVERPOOL F&B LIMITED
Shirebrook
(1)
13905094
100
Non-retailer
OVERGATE DUNDEE (SCOT) (FREEHOLDCO) LIMITED
Shirebrook
(1)
14155935
100
Non-retailer
PINE PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
11578164
100
Non-retailer
RUGBYALPHA (FREEHOLDCO) LIMITED
Shirebrook
(1)
11732700
100
Non-retailer
3741 CHESTERGH (LEASECO) LIMITED
Shirebrook
(1)
14469758
100
Non-retailer
SCARBOROUGH WATERHOUSE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14845681
100
Non-retailer
SCOTTS SPOTPROP (LEASECO) LIMITED
Shirebrook
(1)
14469755
100
Non-retailer
CRIMINAL CLOTHING LTD.
Shirebrook
(1)
04184750
100
Non-retailer
ACTIVATOR BRANDS LIMITED
Shirebrook
(1)
05344658
100
Non-retailer
BRANDS 001 LIMITED
Shirebrook
(1)
05347540
100
Non-retailer
LA JOLLA (UK) LIMITED
Shirebrook
(1)
05737550
100
Non-retailer
GELERT IP LIMITED
Shirebrook
(1)
08576185
100
Non-retailer
GUL IP LIMITED
Shirebrook
(1)
08612478
100
Non-retailer
FOREVER SPORTS LIMITED
Shirebrook
(1)
09489811
100
Non-retailer
SLAZENGERS LIMITED
Shirebrook
(1)
00116000
100
Non-retailer
JAMES LILLYWHITES LIMITED
Shirebrook
(1)
00118840
100
Non-retailer
CARLTON SPORTS COMPANY LIMITED
Shirebrook
(1)
00467686
100
Non-retailer
TESSUTI LTD
Shirebrook
(1)
05640916
100
Retailer
WATERLINE ANGLING PRODUCTS LIMITED
Shirebrook
(1)
02696374
100
Non-retailer
SKI AND OUTDOOR WAREHOUSE LIMITED
Shirebrook
(1)
02917223
100
Non-retailer
THE TRADEMARK LICENSING COMPANY LIMITED
Shirebrook
(1)
04477829
100
Non-retailer
STRAUB CORPORATION LIMITED
Shirebrook
(1)
03003584
100
Non-retailer
LONSDALE BOXING LIMITED
Shirebrook
(1)
03912303
100
Non-retailer
OLYMPUS VENTURES LIMITED
Shirebrook
(1)
03945752
100
Non-retailer
SMITH AND BROOKS GROUP LIMITED
Shirebrook
(1)
04079331
100
Non-retailer
OLD BROWN BAG CLOTHING LIMITED
Shirebrook
(1)
04144718
100
Non-retailer
MUDDYFOX LIMITED
Shirebrook
(1)
04187350
100
Non-retailer
ACTIVATOR PRODUCTS LIMITED
Shirebrook
(1)
04204611
100
Non-retailer
LONSDALE SPORTS LIMITED
Shirebrook
(1)
04430781
100
Non-retailer
STERLING RESOURCES (HOLDINGS) LIMITED
Shirebrook
(1)
04651701
100
Non-retailer
SMITH AND BROOKS HOLDINGS LIMITED
Shirebrook
(1)
04983573
100
Non-retailer
KARRIMOR LIMITED
Shirebrook
(1)
05215974
100
Non-retailer
VOODOO DOLLS BRAND LIMITED
Shirebrook
(1)
05323305
100
Non-retailer
CAMPRI LIMITED
Shirebrook
(1)
05398677
100
Non-retailer
GETTHELABEL.COM LIMITED
Shirebrook
(1)
06330132
100
Non-retailer
TOPGRADE SPORTSWEAR HOLDINGS LIMITED
Shirebrook
(1)
06330487
100
Non-retailer
CHOICE 33 LIMITED
Shirebrook
(1)
06344682
100
Non-retailer
GOLDDIGGA BRANDS LIMITED
Shirebrook
(1)
06636173
100
Non-retailer
FIRETRAP LIMITED
Shirebrook
(1)
06836684
100
Non-retailer
GIULIO FASHION LIMITED
Shirebrook
(1)
06898449
100
Non-retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
242
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
GIULIO WOMAN LIMITED
Shirebrook
(1)
06898487
100
Non-retailer
TESSUTI RETAIL LIMITED
Shirebrook
(1)
07312882
100
Retailer
LONSDALE AUSTRALIA LIMITED
Shirebrook
(1)
07665885
100
Non-retailer
NO FEAR USA LIMITED
Shirebrook
(1)
07712470
100
Non-retailer
EVERLAST AUSTRALIA LIMITED
Shirebrook
(1)
08103912
100
Non-retailer
KANGOL TRUSTEES LIMITED
Shirebrook
(1)
03505512
100
Non-retailer
GELERT LIMITED
Shirebrook
(1)
08576204
100
Non-retailer
LOVELL SPORTS (HOLDINGS) LIMITED
Shirebrook
(1)
09608995
100
Non-retailer
UGGBUGG FASHION LTD
Shirebrook
(1)
08918157
100
Retailer
Sportsdirect.com SLVN d.o.o
Planjava 4, 1236 Trzin, Slovenia
1198157000
100
Retailer
MUDDYFOX IP LIMITED
Shirebrook
(1)
10246764
100
Non-retailer
MISSY EMPIRE LIMITED
Shirebrook
(1)
11382398
100
Non-retailer
SDI (PROPCO 67) LIMITED
Shirebrook
(1)
11572676
100
Non-retailer
SDI (PROPCO 85) LIMITED
Shirebrook
(1)
11649632
100
Non-retailer
Sportsdirect.com Switzerland AG
Zeughausgasse 27, 3011 Bern, Switzerland
CHE331.683.991
100
Retailer
Sportsdirect.com Vienna North
Flugplatzstraße 30, 4600, Wels, Austria
FN104486G
100
Retailer
Sofa.com B.V
Flaas 4 V 6, Den Dungen,
5275HH, Netherlands
17196766
100
Non-retailer
Sportland Esti AS
Parnu mnt 139c, Kesklinna,
Tallinn, 11317, Estonia
10677712
60
Retailer
LARCH PROPERTYCO HOLDCO LIMITED
C/O Eversheds Sutherland,
4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672885
100
Non-retailer
JUNIPER PROPERTYCO HOLDCO LIMITED
C/O Eversheds Sutherland,
4F Montgomery House, Montgomery
Street, Belfast, BT1 4NX, United Kingdom
NI672884
100
Non-retailer
Sportland International Group AS
Parnu mnt 139c, Kesklinna,
Tallinn, 11317, Estonia
10993195
60
Retailer
BRIGHTON NWLK (FREEHOLDCO) LIMITED
Shirebrook
(1)
12577378
100
Non-retailer
SIENNA DINING LIMITED
Shirebrook
(1)
13629737
100
Non-retailer
TABLE TENNIS PRO EUROPE LTD
Shirebrook
(1)
05003853
100
Non-retailer
NO FEAR BRAND LIMITED
Shirebrook
(1)
05568043
100
Non-retailer
REPUBLIC IP LIMITED
Shirebrook
(1)
05635015
100
Non-retailer
S&B BRANDS LIMITED
Shirebrook
(1)
05635585
100
Non-retailer
THE MALL (LUTON) LIMITED PARTNERSHIP
Shirebrook
(1)
LP017696
100
Non-retailer
USA PRO IP LIMITED
Shirebrook
(1)
06497914
100
Non-retailer
SPORTS WORLD INTERNATIONAL LIMITED
Shirebrook
(1)
06531266
100
Non-retailer
SONDICO IP LIMITED
Shirebrook
(1)
06546121
100
Non-retailer
NEVICA IP LIMITED
Shirebrook
(1)
06836778
100
Non-retailer
USC IP LIMITED
Shirebrook
(1)
06836808
100
Non-retailer
QUEENSBERRY BOXING IP LIMITED
Shirebrook
(1)
07929363
100
Non-retailer
MASTERS HOLDERS LIMITED
Shirebrook
(1)
08787718
100
Non-retailer
WIGAN ROBIN PARK RP (FREEHOLDCO) LIMITED
Shirebrook
(1)
09625631
100
Non-retailer
ZEE & CO ONLINE LIMITED
Shirebrook
(1)
08047183
100
Retailer
FRASERS GROUP PLC
ANNUAL REPORT 2024
243
PERCENTAGE
OF ISSUED
SHARE
COMPANY
CAPITAL
NATURE
NAME
REGISTERED OFFICE ADDRESS
NUMBER
HELD
OF ENTITY
SLAZENGERS AUSTRALIA LIMITED
Shirebrook
(1)
09217319
100
Non-retailer
PUFFA IP LIMITED
Shirebrook
(1)
10910124
100
Non-retailer
TESSUTI PROPERTY LIMITED
Shirebrook
(1)
14847097
100
Non-retailer
SKINS IP LIMITED
Shirebrook
(1)
12168568
100
Non-retailer
THE MALL (LUTON) (GENERAL PARTNER) LIMITED
Shirebrook
(1)
10481615
100
Non-retailer
THORNBUSH PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
13030173
100
Non-retailer
TRI YEOVIL UK LIMITED
Shirebrook
(1)
10680690
100
Retailer
UAB Sportland LT
Seimyniskiu g. 3, Vilnius, LT-09312, Lithuania
135039836
51
Retailer
WARESHOP3 LIMITED
Shirebrook
(1)
12299567
100
Non-retailer
Warrnambool Unlimited Company
Heaton House, IDA Business Park,
Whitestown, Tallaght, Dublin 24, Ireland
00387014
100
Retailer
WHOLESALE BICYCLES (EU) LIMITED
Shirebrook
(1)
11577670
100
Non-retailer
WIT FITNESS (ACQ CO) LIMITED
Shirebrook
(1)
15415495
100
Non-retailer
0034 GLOUCESTERFIT (LEASECO) LIMITED
Shirebrook
(1)
12930829
100
Non-retailer
WOODLANDSLOVE LIMITED
Shirebrook
(1)
11940353
100
Retailer
XCM (INVEST CO) LIMITED
Shirebrook
(1)
14492146
100
Non-retailer
ZEE & CO GROUP LIMITED
Shirebrook
(1)
12559441
100
Retailer
SDI (STREATHAM) LIMITED
Shirebrook
(1)
10066335
100
Non-retailer
SDI (NOTTINGHAM) LIMITED
Shirebrook
(1)
10100609
100
Non-retailer
SDI (KINGSTON) LIMITED
Shirebrook
(1)
10915209
100
Non-retailer
ZEE & CO. LIMITED
Shirebrook
(1)
02604329
100
Retailer
ETAIL SERVICES LIMITED
Shirebrook
(1)
05146997
100
Retailer
HEAVEN OR HELL LIMITED
Shirebrook
(1)
05899282
100
Non-retailer
John Anthony (Swindon) Limited
Shirebrook
(1)
01423814
100
Retailer
MTA John Anthony (Holdings) Limited
Shirebrook
(1)
08836851
100
Non-retailer
Aphrodite Clothing Limited
Shirebrook
(1)
04233675
100
Retailer
Yubei International Trade Co Limited
Room 5C, No561 Ouyang Road,
Hongkou District, Shanghai
91310000MA1G5FKRX1
100
Retailer
(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 2024
244
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
COMPANY NAME
COMPANY
NUMBER
NUMBER
Hot Tuna IP Limited
6836792
0271 Truro Rd St Austell (Freeholdco) Limited
7852284
SD Equestrian Limited
8692780
0317 K St St Helens (Freeholdco) Limited
7852281
MTPK Investco Limited
8560260
0430 Gaolgate Stafford (Freeholdco) Limited
8568681
0074 Union St Aberdeen (Freeholdco) Limited
8512592
1987 Riverside Rp Stafford (Freeholdco) Limited
8972499
0352 Pier St Aberystwyth (Freeholdco) Limited
2789996
0032 North End Fulham (Freeholdco) Limited
7852037
0325 H St Ashford (Freeholdco) Limited
7848460
0361 Silver St Gainsborough (Freeholdco) Limited
6338907
0308 Sycamore Woodhorn Ashington (Freeholdco) Limited
7849231
0282 Low Buckholmside Galashiels (Freeholdco) Limited
7852091
0329 Beresford Terrace Ayr (Freeholdco) Limited
5528267
1626 Argyle St Glasgow (Freeholdco) Limited
11227937
0034 Castle Place Belfast (Freeholdco) Limited
9872471
2025 Argyle Glasgow (Freeholdco) Limited
11531596
0410 Marygate Berwick Upon Tweed (Freeholdco) Limited
2739957
0797 Ingram St Glasgow (Freeholdco) Limited
9925519
0283 Borough Pavement Birkenhead (Freeholdco) Limited
7849198
0285 Northgate St Gloucester (Freeholdco) Limited
7852067
0368 Auckland House Bishop Auckland (Freeholdco) Limited
3004246
2214 K St Great Yarmouth (Freeholdco) Limited
11732687
0140 Boucher Sp Belfast (Freeholdco) Limited
13808700
0915 Prow Hanley (Freeholdco) Limited
11228017
0314 Cornhill Bridgwater (Freeholdco) Limited
7852061
0429 Wellington Place Hastings (Freeholdco) Limited
8625893
2784 Western Rd Brighton (Freeholdco) Limited
12579780
2180 Comm St Hereford (Freeholdco) Limited
9888642
0008 Popes Brixton (Freeholdco) Limited
9127300
Hoh (Invest Co) Limited
10161592
3628 Litchfield Street Burton Trent (Freeholdco) Limited
8495632
0373 H St Hounslow (Freeholdco) Limited
10086218
0790 Landmark Place Cardiff Fl (Freeholdco) Limited
10177359
1569 Ferensway Hull (Freeholdco) Limited
9638564
SDI (Cardiff Qs) Limited
12578045
3242 Buttermarket Ipswich (Freeholdco) Limited
9788411
0137 Cardiff Qstreet (Freeholdco) Limited
11227321
2123 Tavern St Ipswich (Freeholdco) Limited
12578948
0181 Scotch St Carlisle (Freeholdco) Limited
7851959
1587 Strand Sc Isleman (Freeholdco) Limited
9901745
0139 H St Chatham (Freeholdco) Limited
6836679
1122 North Lynn Ie Norfolk (Freeholdco) Limited
10073076
2786 Brookfield Cheshunt (Freeholdco) Limited
11775717
2788 Cavendish Rp Keighley (Freeholdco) Limited
6260239
2787 Cheshuntbrookfield (Freeholdco) Limited
11775599
0377 Sandes Av Kendal (Freeholdco) Limited
6338918
0272 Station Rd Clacton (Freeholdco) Limited
7852078
0152 Kentish Town Road Ldn (Freeholdco) Limited
9901702
0357 Head St Colchester (Freeholdco) Limited
5632790
0330 Portland St Kilmarnock (Freeholdco) Limited
7853433
3940 Q Sq Corby (Freeholdco) Limited
10885672
1013 Market Pl Kingston (Freeholdco) Limited
10915209
SDI (Cork) Limited
11775763
0315 H St Kirkcaldy (Freeholdco) Limited
7852097
2779 Precinct Market Coventry (Freeholdco) Limited
9680128
1333 Headrow Leeds (Freeholdco) Limited
9293515
0092 Cornmill Centre Darlington (Freeholdco) Limited
10915193
1747 Gallowtree Gate Leicester (Freeholdco) Limited
9127170
0639 St Peters Derby (Freeholdco) Limited
9310031
2781 Parker St Liverpool (Freeholdco) Limited
9888734
2735 Foyleside Sc Londonderry (Freeholdco) Limited
NI653340
0263 Ldn Rd North Lowestoft (Freeholdco) Limited
7852265
1561 Priory Walk Doncaster (Freeholdco) Limited
9888670
2741 The Courts Warren Street Stockport (Freeholdco) Limited
6372181
0124 Murraygate Dundee (Freeholdco) Limited
9702004
0275 Heathcot Rd Stoke Longton (Freeholdco) Limited
7853877
0343 H St Dumferline (Freeholdco) Limited
8483679
SDI (Stoke Newington) Limited
7852207
0041 H St East Ham (Freeholdco) Limited
9810378
0930 Lesley Rp Strabane (Freeholdco) Limited
9890243
1534 Law Place East Kilbride (Freeholdco) Limited
6656368
0365 Stanthorpe Rd Streatham (Freeholdco) Limited
10066335
1567 P St Edinburgh (Freeholdco) Limited
10100990
0370 H St Strood (Freeholdco) Limited
7852251
0015 Demandeville Rp Enfield (Freeholdco) Limited
10086209
0296 Fawcett St Sunderland (Freeholdco) Limited
8755347
1801 North Rp Manchester (Freeholdco) Limited
9127295
2134 Times Sq Sc Sutton (Freeholdco) Limited
11228011
0610 Market Rd London (Freeholdco) Limited
10799247
0107 Regent St Swindon (Freeholdco) Limited
9888662
1742 Linthorpe Rd Middlesbrough (Freeholdco) Limited
10081909
0808 East St Taunton (Freeholdco) Limited
7852191
1718 Nassau St London (Freeholdco) Limited
11227964
SDI (The House Yarm) Limited
12332871
0321 Qst Neath (Freeholdco) Limited
7853548
2374 Gateway Trowbridge (Freeholdco) Limited
12355661
FRASERS GROUP PLC
ANNUAL REPORT 2024
245
COMPANY NAME
COMPANY
COMPANY NAME
COMPANY
NUMBER
NUMBER
0278 Cartergate Newark On Trent (Freeholdco) Limited
7853470
0162 H St Uxbridge (Freeholdco) Limited
9127316
2986 Northumbland St Newcastle (Freeholdco) Limited
9127286
0420 H Sr Uxbridge (Freeholdco) Limited
10177276
SDI (Newport) Limited
8679118
0420 Westgate Wakefield (Freeholdco) Limited
8483711
0078 Treloggan Rd Newquay (Freeholdco) Limited
10089800
0153 Park St Walsall (Freeholdco) Limited
7852289
0083 Qst Newton Abbot (Freeholdco) Limited
6836666
1837 H St Watford (Freeholdco) Limited
6328505
0293 Abington St Northampton (Freeholdco) Limited
7852272
1821 Albert Sq Sc Widnes (Freeholdco) Limited
8576472
1844 Barons Quay Northwich (Freeholdco) Limited
5656295
0419 Glasgow Rd Wishaw (Freeholdco) Limited
6656365
2785 Listergate Nottingham (Freeholdco) Limited
10100609
1846 Henblas Sq. Wrexham (Freeholdco) Limited
10915200
0309 Harefield Rd Nuneaton (Freeholdco) Limited
7852249
1419 Etrop Ct Wythenshawe (Freeholdco) Limited
9659156
0306 Cross St Oswestry (Freeholdco) Limited
7852363
2135 Coney St York (Freeholdco) Limited
11331391
1796 Academy Oxford Poland St London (Freeholdco) Limited
10046080
Four (Investco) Limited
9719779
0273 Market J St Penzance (Freeholdco) Limited
7852297
Frs Estates Limited
2767493
0290 Broadclose Peterlee (Freeholdco) Limited
7852401
SDI Sport London Limited
9848767
2190 Armada Way Plymouth (Freeholdco) Limited
9127387
Stirlings (Argyle Street) Limited
SC088108
2190 New George St Plymouth (Freeholdco) Limited
9470468
Accrington Express House (Freeholdco) Limited
14156232
2782 Commercial Rd Portsmouth (Freeholdco) Limited
12579294
Overgate Dundee (Scot) (Freeholdco) Limited
14155935
0075 Popes Road Brixton (Freeholdco) Limited
11577256
3442 Middlesbrough Linthorpe (Freeholdco) Limited
13808704
0115 Qns Square Middlesbrough (Freeholdco) Limited
12332862
0139 Trafford Missg (Freeholdco) Limited
13808689
0141 Church Hall Stdo Accrington (Freeholdco) Limited
13808701
3443 Leeds Briggate (Freeholdco) Limited
13808640
1091 Qst Ramsgate (Freeholdco) Limited
7852250
Livingston Almondvale Rp (Freeholdco) Limited
14156550
3845 Broad St Reading (Freeholdco) Limited
10422164
Rotherham Parkgate Sc (Freeholdco) Limited
9888635
0353 H St Redcar (Freeholdco) Limited
2731452
0276 Newportiow (Freeholdco) Limited
12578944
0185 Rolle St Exmouth (Freeholdco) Limited
7852669
Newtownabbey (Freeholdco) Limited
9127266
1658 Market Pl Romford (Freeholdco) Limited
10071547
Liverpool Church Street (Freeholdco) Limited
14846326
0082 Southampton Rd Salisbury (Freeholdco) Limited
10107572
3480 Bournemouth Comm Rd (Freeholdco) Limited
14634987
0253 H St Scunthorpe (Freeholdco) Limited
7852055
Blackburn Townsmoor Rp (Freeholdco) Limited
14834655
3424 Parishes Sc Scunthorpe (Freeholdco) Limited
11730442
Rugbyalpha (Freeholdco) Limited
11732700
1498 Above Bar Southampton (Freeholdco) Limited
9665889
XCM (Invest Co) Limited
14492146
0019 Abar Southampton (Freeholdco) Limited
8512480
WIT Invest (Invest Co) Limited
14492202
Woodlandslove (Invest Co) Limited
14492147
Dogwood Propertyco Holdco Limited
15089415
SDI Sports (Stoke) Limited
10163722
0171 Nn12Et Northampton Limited
15089417
Scarborough Waterhouse (Freeholdco) Limited
14845681
Coventg Shelton St (Freeholdco) Limited
14634874
2019 Darlington (Freeholdco) Limited
14845734
Chester Newgate Eastgate (Freeholdco) Limited
14635087
3233 Chichester East Street (Freeholdco) Limited
14846358
Luton Mall (Freeholdco) Limited
14570159
0167 Colne Boundary Rp (Freeholdco) Limited
15089413
Luton Mall 2 (Freeholdco) Limited
14570336
Elm Propertyco Holdco Limited
15089419
FRASERS GROUP PLC
ANNUAL REPORT 2024
246
COMPANY
BALANCE SHEET
at 28 April 2024
Company number: 06035106
As at
As at
Notes
28 April 2024
30 April 2023
(£’m)
(£’m)
FIXED ASSETS
Investments
2
1,712.5
1,440.4
CURRENT ASSETS
Debtors: amounts falling due within one year
4
235.7
365.3
Cash at bank and in hand
-
37.4
235.7
402.7
Creditors: amounts falling due within one year
5
(775.1)
(883.2)
NET CURRENT LIABILITIES
(539.4)
(480.5)
Provisions
6
(3.0)
(3.0)
Deferred tax liability
7
(10.5)
(20.0)
NET ASSETS
1,159.6
936.9
CAPITAL AND RESERVES
Called up share capital
8
64.1
64.1
Share premium
874.3
874.3
Treasury share reserve
(770.6)
(644.2)
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
22.0
11.6
Profit and Loss account
1,028.5
689.8
SHAREHOLDERS' FUNDS
1,159.6
936.9
Frasers Group plc reported a profit after taxation for the 52 weeks ended 28 April 2024 of £382.4m
(FY23: a profit of £66.2m).
The accompanying accounting policies and notes form part of these Financial Statements.
The Financial Statements were approved by the Board on 17 July 2024 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
FRASERS GROUP PLC
ANNUAL REPORT 2024
247
COMPANY STATEMENT OF
CHANGES IN EQUITY
For the 52 weeks ended 28 April 2024
Called
Share
Treasury
Permanent
Capital
Own
Share based
Profit
up share
premium
share
contribution
redemption
share
payment
& loss
capital
account
reserve
to capital
reserve
reserve
reserve
account
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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
-
-
-
-
-
-
-
9.9
9.9
assets – recognised
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
Profit for the financial period
-
-
-
-
-
-
-
382.4
382.4
Fair value adjustment in
respect of long-term financial
-
-
-
-
-
-
-
(43.7)
(43.7)
assets – recognised
Share based payments
-
-
-
-
-
-
10.4
-
10.4
Share repurchase
-
-
(126.4)
-
-
-
-
-
(126.4)
As at 28 April 2024
64.1
874.3
(770.6)
0.1
8.0
(66.8)
22.0
1,028.5
1,159.6
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 25 in the Group Notes to the financial statements.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
For the 52 weeks ended 28 April 2024
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
is 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 52-week period ended 28 April 2024 was £382.4m
(FY23: £66.2m).
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 other comprehensive income (FVOCI).
FRASERS GROUP PLC
ANNUAL REPORT 2024
248
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.
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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
249
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.
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.
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 Company will continue to monitor the impacts of
climate change over the coming years.
FRASERS GROUP PLC
ANNUAL REPORT 2024
250
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.
Critical Accounting Judgements
Control and Significant Influence Over Certain Entities
The Company holds greater than 20% of the voting
rights of Mulberry Group plc, XXL ASA, ASOS plc, AO
World plc, Boohoo Group plc and N Brown 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.
Critical Accounting Estimates
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 £29.9m (FY23: £112.0m)
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
reversal of £34.3m (FY23: impairment charge £42.5m).
FRASERS GROUP PLC
ANNUAL REPORT 2024
251
2. INVESTMENTS
Investments in
subsidiaries
Long-term
financial assets
Investment in
associates
Total
(£'m)
(£'m)
(£'m)
(£'m)
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
Additions
96.4
382.6
-
479.0
Disposals
-
(133.3)
-
(133.3)
Impairment
(29.9)
-
-
(29.9)
Amounts recognised through other comprehensive income
-
(43.7)
-
(43.7)
As at 28 April 2024
1,218.8
493.7
-
1,712.5
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, 20.4% stake in
N Brown Group plc and 20.2% 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 prior period, 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 £29.9m (FY23: £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 capitalisation of
intercompany balances from FGEH, a subsidiary of the Company, amounting to £86.0m and the Fearless 1000 share
scheme charge of £10.4m, see note 25 of the Group Financial Statements.
The Company is the principal holding company of the Group. The principal subsidiary undertakings of the Company
are set out in note 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.
FRASERS GROUP PLC
ANNUAL REPORT 2024
252
3. 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:
As at
28 April 2024
As at
30 April 2023
(£'m)
(£'m)
FINANCIAL ASSETS
Amortised cost:
Trade and other receivables*
235.5
364.9
FVOCI:
Long Term Financial Assets (Equity Instruments)
493.7
288.1
729.2
653.0
FINANCIAL LIABILITIES
Amortised cost:
Trade and other payables**
714.9
828.5
Derivative financial Liabilities (FV):
Derivative financial Liabilities – contracts for difference and equity options
53.9
40.9
768.8
869.4
* Prepayments of £0.2m (FY23: £0.4m) and corporation tax assets of nil (FY23: nil) are not included as a financial asset.
** Corporation tax liabilities of £6.3m (FY23: £13.8m) are not included as a financial liability
4. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
As at
28 April 2024
As at
30 April 2023
(£'m)
(£'m)
Amounts owed by Group undertakings
92.9
170.0
Other debtors
142.6
194.9
Prepayments
0.2
0.4
235.7
365.3
Other debtors includes £139.0m (FY23: £190.1m) of deposits in respect of derivative financial instruments which are
collateral to cover margin requirements for derivative transactions held with counterparties. The collateral requirement
changes with the market (which is dependent on share price and volatility) and further purchases/sales of underlying
investments held.
Further information on derivative financial assets can be found in the Group consolidated accounts in the financial
instruments note 30 and the financial risk management disclosure note 3.
Amounts owed by group undertakings include £19.0m (FY23: £95.4m) which are unsecured and repayable on demand;
however the Directors consider it unlikely that repayment will arise in the short term.
FRASERS GROUP PLC
ANNUAL REPORT 2024
253
5.
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
As at
28 April 2024
As at
30 April 2023
(£'m)
(£'m)
Trade creditors
3.2
1.7
Amounts owed to Group undertakings
706.4
824.7
Derivative financial liabilities
53.9
40.9
Corporation tax
6.3
13.8
Other creditors
5.3
2.1
775.1
883.2
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.
6. PROVISIONS
Legal and
regulatory
Total
(£'m)
(£'m)
At 30 April 2023 and 28 April 2024
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.
7. DEFERRED TAX
Other temporary differences
(£'m)
At 24 April 2022
6.1
Charged to the profit and loss account
13.9
At 30 April 2023
20.0
Credited to the profit and loss account
(9.5)
At 28 April 2024
10.5
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY23: 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 2024
254
8. CALLED UP SHARE CAPITAL
As at
28 April 2024
As at
30 April 2023
(£’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 (FY23: 640,602,369) ordinary shares of 10p each
64.1
64.1
Share capital
64.1
64.1
The company holds 190,286,334 ordinary shares in treasury as at the period end date (FY23: 151,240,174).
9. POST BALANCE SHEET EVENTS
Post balance sheet events impacting the Company are disclosed within note 36 in the Group Financial Statements.
10. PAYROLL COSTS
Frasers Group plc had no direct employees during the periods ended 28 April 2024 and 30 April 2023, and the
Directors are remunerated through Sportsdirect.com Retail Limited. Details of the Directors’ remuneration can be
found in the Directors’ Remuneration Report.
11. RELATED PARTY TRANSACTIONS
Related party transactions with the Company are disclosed within note 34 in the Group Financial Statements.
FRASERS GROUP PLC
ANNUAL REPORT 2024
255
GLOSSARY
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)
SOLICITORS
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
Barclays Bank PLC,
acting through its Investment Bank
1 Churchill Place
London
E14 5HP
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
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 2024
256
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 27 April 2025:
Half year results announced: December 2024 (tbc)
Preliminary announcement of full year results:
July 2025 (tbc)
Annual Report circulated: August 2025 (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 Frasers Group plc, 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 2024
257
FRASERS GROUP PLC
ANNUAL
REPORT &
ACCOUNTS
2024.