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FRASERS GROUP PLC
ANNUAL
REPORT &
ACCOUNTS
2025.
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; A
REFLECTION OF THE GROUP’S
GROWTH AND CHANGE IN
MARKET IDENTITY.
Led by Chief Executive Michael Murray, the business is
set on a formidable upwards trajectory as it continues
to expand with its pioneering approach to retail. Frasers
Group provides consumers with access to the world’s
best sports, premium and luxury brands with a vision to
build the planet’s most admired and compelling brand
ecosystem. With over 30,000 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:
£279m
Approx. £279m paid in colleague share bonuses
30,000
Have over 30,000 colleagues worldwide, over 20,000
of which are in the UK
£1,050m
Contributed approx. £1,050m in UK Corporation Tax
£2,800m
Contributed approx. £2,800m in VAT and Duty
£290m
Contributed approx. £290m in NI employer
contributions
OUTLOOK
Following an especially weak period after last year’s
Budget, both UK consumer confidence and trading
conditions improved into 2025, and recent sales
trends have been more encouraging. For FY26, we
are mindful of the various macro headwinds and
still expect to incur at least £50m of incremental
costs as a result of last year’s Budget, but we are
working hard to mitigate those by taking more costs
out, focussing on potential efficiencies through the
use of AI, realising further acquisition synergies,
and sustaining a robust gross margin. We will not
compromise on our ambitious plans to build a
broader platform for long-term growth and remain
fully committed to sustained long-term investment in
our successful Elevation Strategy and international
expansion. We are currently expecting FY26 APBT in
the range £550m-£600m*.
Longer term, we remain excited by the potential
across the Group, especially for Sports Direct
after our significant recent step up in international
expansion, and for Frasers Plus, and expect these to
contribute to our ambitious plans for developing and
delivering multi-year, sustainable profitable growth.
* Excluding the results of XXL ASA which was acquired by the Group on 27 June 2025.
2
FRASERS GROUP PLC
ABOUT FRASERS GROUP
CONTENTS
1.
HIGHLIGHTS AND
OVERVIEW
2
About Frasers Group
4
Group at a glance
6
Headlines
8
Summary of Financial Performance
2.
STRATEGIC REPORT
12
Chair’s Statement
14
Our Business
16
Our Strategy – To Build the Planet’s most
Admired and Compelling Brand Ecosystem
20
Key Performance Indicators
22
Chief Executive’s Report and Business Review
29
Financial Review
34
Non-Financial and Sustainability Information
35
Workers’ Representative Report
36
ESG Report (including TCFD)
52
Section 172 Statement
54
Principal Risks and Uncertainties
69
Viability Statement
3.
GOVERNANCE
71
Corporate Governance Report
79
The Board
82
Nomination Committee Report
85
Remuneration Report
96
Audit Committee Report
105
Directors’ Report
111
Directors’ Responsibility Statement
4.
GROUP FINANCIAL
STATEMENTS
112
Independent Auditor’s Report to the
Members of Frasers Group plc
123
Consolidated Income Statement
124
Consolidated Statement of
Comprehensive Income
125
Consolidated Balance Sheet
126
Consolidated Cash Flow Statement
127
Consolidated Statement of Changes in Equity
128
Notes to the Financial Statements
5.
COMPANY FINANCIAL
STATEMENTS
231
Company Balance Sheet
232
Company Statement of Changes in Equity
233
Notes to the Company Financial Statements
6.
COMPANY DIRECTORY
& SHAREHOLDER
INFORMATION
241
Company Directory
242
Shareholder Information
CONTENTS
FRASERS GROUP PLC
3
UK SPORTS
This segment 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).
54.7%
UK Sports accounts for 54.7% (FY24 restated
(1)
:
54.7%) of the Group’s revenue.
£2,698.1m
7.2%
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 & Frasers, Gieves &
Hawkes, and Sofa.com along with the related websites,
the businesses acquired from JD Sports, 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.
21.3%
Premium Lifestyle accounts for 21.3% (FY24
restated
(1)
: 23.1%) of the Group’s revenue.
£1,048.2m
14.8%
GROUP AT A GLANCE
4
FRASERS GROUP PLC
GROUP AT A GLANCE
£1,007.4m
1.3%
20.5%
International accounts for 20.5% (FY24
restated
(1)
: 18.7%) of the Group’s revenue.
£85.3m
23.2%
1.7%
Financial Services accounts for 1.7%
(FY24 restated
(1)
: 2.1%) of the
Group’s revenue.
£86.6m
19.1%
1.8%
Property accounts for 1.8% (FY24
restated
(1)
: 1.4%) of the Group’s revenue.
Notes
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued operation and the reclassification of delivery income and costs associated with free-issue gift vouchers from
selling, distribution and administrative expenses to revenue. Please refer to note 1 of the consolidated financial statements for further details.
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, Twinsport in the Netherlands, the Baltics & Asia e-commerce
offerings, the MySale business in Australia, and all non-UK based
wholesale and licensing activities (relating to brands such as Everlast
and Slazenger).
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.
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. The depreciation
of freehold and long leasehold owner-occupied properties is also
reported in this segment.
GROUP AT A GLANCE
FRASERS GROUP PLC
5
HEADLINES
CONTINUED STRATEGIC PROGRESS AGAINST KEY PRIORITIES:
1. FOCUS ON UNDERLYING
PROFITABLE GROWTH
£560.2m
APBT
(1)
of £560.2.m (+2.8%). Another year
of record profitable growth, with H2 APBT
up 8.3%.
Group and retail gross margin % up 150bps
and 170bps year on year respectively, driven
by improved product and retail mix which is
expected to be sustainable.
Delivered £127.2m of underlying cost-savings
and synergy benefits, largely from recent
investments in warehouse automation and
acquisitions.
+1.6%
Another period of sales growth in Sports Direct
UK. UK Sports profit from trading up £7.4m
(1.6%) to £475.8m.
£20.2m
Premium Lifestyle’s profit from trading up
£20.2m (14.7%) to £157.4m, driven by integration
and other cost benefits offsetting the
continuing challenges in the luxury market.
Disposed of the non-core, low profit margin
Game Spain business for €25m.
2. ELEVATION STRATEGY,
BEST BRANDS AND
INTERNATIONAL
EXPANSION
A breakthrough year for Sports Direct’s
international ambitions, with new or
extended strategic partnerships and
acquisitions announced worldwide,
building a broader platform for
global growth.
Driving even stronger relationships with
the biggest global brands, including with
strategic brand partners Nike, Adidas,
HUGO BOSS. After period end, Michael
Murray was appointed to the HUGO
BOSS supervisory board.
Further UK property investments
at attractive yields to satisfy our
occupational demand, with new
shopping centres and retail park
acquisitions including Doncaster’s
Frenchgate, Exeter’s Princesshay,
Maidstone’s Fremlin Walk, and
Affinity outlets.
Continue to invest in UK luxury and
premium retail, further consolidating a
market that is showing early signs of
becoming less challenging. Added 12
new stores and over 400k sq. ft, including
FLANNELS Leeds and FRASERS/Sports
Direct Sheffield.
6
FRASERS GROUP PLC
HEADLINES
3. ACQUISITION
INTEGRATIONS AND
AUTOMATION SYNERGIES
£127.2m
£127.2m of underlying cost savings and
synergies offset the planned reductions in
low margin sales at Studio and Game, and
the impact of right-sizing JD Sports Fashion
Premium Brands and SportMaster in Denmark.
£224.7m
Increased warehouse efficiency, driven
by automation and rationalisation of our
warehouse estate, enabled a £224.7m
(15.0%) reduction in gross inventory
year-on-year, at the top end of our 5-15%
target range (excluding the impact of the
disposal of Game Spain).
5. STRONG BALANCE SHEET
AND CASH FLOW
£1,988.1m
The Group’s strategy is underpinned by a
strong balance sheet with net assets increasing
to £1,988.1m from £1,873.0m at FY24. Net assets
per share increased to £4.41, a three-year
CAGR of 18.0%.
£800.4m
Cash inflow from operating activities before
working capital movements of £800.4m has
enabled the Group to continue to invest in
international sports, UK luxury retail, Frasers
Plus, our property portfolio and our strategic
partnerships such as HUGO BOSS and
Accent Group.
Net debt excluding securitisation of £847.5m
(£320.8m at FY24), reflecting capital
expenditure and strategic investments in FY25,
particularly Accent Group and HUGO BOSS.
After period-end, we announced
that we secured a new £3.0bn Term
Loan and Revolving Credit Facility,
replacing the previous £1.65bn
arrangement, with options to extend
the term up to five years and increase
the facility by £0.5bn. We wish to
thank our banking partners for their
significant support of Frasers Group
and our ongoing execution of the
Elevation Strategy.
4. FRASERS PLUS
Good progress towards our long-term
ambitions of delivering £1bn+ in sales,
£600m in credit balances, a greater
than 15% yield, and over 2 million active
Frasers Plus customers (excluding any
third-party partnerships). The
business added 507k new customers
in FY25 and Frasers Plus accounted
for 12.2% of UK online sales. Post
year-end, the active customer
base has passed one million and
penetration has increased to 18.9%.
Strategic partnerships with THG,
Hornby and Marks Electrical
continue to grow. Further
partnerships with Super Payments
and eBuyer underway after
period-end.
HEADLINES
FRASERS GROUP PLC
7
SUMMARY OF FINANCIAL
PERFORMANCE
APBT
(1)
increased by 2.8% to £560.2m despite the
non-recurrence of the £25.0m gain on disposal of
the Missguided intellectual property in FY24, an
£11.8m loss on disposal of Game Spain, and a £40.1m
reduction in profit from trading in the Financial Services
segment, due to our decision to wind down the Studio
Pay receivables portfolio and focus on Frasers Plus,
an approach which reduces revenue and increases
impairment charges in the near-term. A net reversal
of property related impairments of £9.6m has been
recorded in the current period (FY24: £21.4m net
impairment including impairments of intangible assets)
as a result of our future forecasts outweighing our
previous downside impairment assumptions.
Reported PBT of £379.4m, a decrease of 24.3%. The
Group’s trading performance has been offset by foreign
exchange losses (vs. gains in FY24) and non-cash fair
value movements on equity derivatives, primarily relating
to the material decline in the HUGO BOSS share price.
Both of these non-cash adjustments were exacerbated
by the market reaction to proposed tariffs by the US
government around the year-end date, impacts which,
in the case of equity markets, have largely reversed since
year-end.
Group:
Retail revenue decreased by 7.4%. Continued sales
growth from Sports Direct, reflecting the ongoing
success of the Elevation Strategy and strengthening
brand relationships, and the acquisition of Twinsport
was more than offset by planned declines in Game UK,
Studio Retail, the companies acquired from JD Sports
and SportMaster in Denmark as these previously
unprofitable businesses were right-sized and put on a
more sustainable footing. In addition, the luxury market
continued to be challenging although it is now showing
some early signs of improvement.
Group gross margin % increased to 46.8% from 45.3%
due to an improved mix effect, as the lower margin
% businesses reduce as a proportion of total revenue
and the higher margin Sports Direct and FLANNELS
businesses increased their share.
UK Sports (54.7% of total group revenue):
Revenue decreased by 7.2%. Continued sales growth
from Sports Direct reflecting the ongoing success
of the Elevation Strategy and strengthening brand
relationships, was more than offset by planned declines
in Game UK and Studio Retail.
Gross profit decreased by £50.8m as a result of the sales
decline but gross margin % increased by +180 bps to
48.2% reflecting the fact that the higher margin Sports
Direct business now makes up a greater proportion of
this segment.
Operating costs reduced by £58.2m as the benefits of
integrating and right-sizing the lower margin businesses
were realised. This contributed to a £7.4m (1.6%) increase
in the segment’s profit from trading.
Reported PBT of
£379.4m
APBT
(1)
increased to
£560.2m
Basic EPS of
67.5p
Cash inflow from operating activities
before working capital movements
£800.4m
Net assets have increased to
£1,988.1m
8
FRASERS GROUP PLC
SUMMARY OF FINANCIAL PERFORMANCE
SUMMARY OF FINANCIAL PERFORMANCE
FRASERS GROUP PLC
9
Premium Lifestyle (21.3% of total
group revenue):
We continue to develop and invest in our unique luxury
proposition, including the recent opening of FLANNELS
in Leeds and FRASERS in Sheffield, and right-sizing
the premium businesses such as House of Fraser and
JD Sports acquisitions. Our long-term ambitions for
the luxury business remain unchanged and we have
taken this opportunity to consolidate in order to further
strengthen our position.
Revenue decreased by 14.8% as we continued to
optimise our store portfolio in House of Fraser and in
the businesses acquired from JD Sports, reducing the
number of stores from 44 at 28 April 2024 to 29 at 27
April 2025.
Segment profit from trading increased by £20.2m as a
£43.8m decrease in gross profit, driven by the revenue
decline noted above, was more than offset by a 230bps
increase in gross margin % from 37.1% to 39.4% (the
result of an improving mix effect with FLANNELS
increasing its share) and a £64.0m decrease in operating
costs as the benefits of integrating and right-sizing the
premium businesses were realised.
International Retail (20.5% of total
group revenue):
Revenue increased by 1.3% due to growth from the
Sports Direct International business and the acquisition
of Twinsport, partially offset by Sportmaster, which was
integrated in FY24.
Segment profit from trading decreased by £13.1m
year-on-year. Gross profit increased by £6.9m as a result
of the revenue growth noted above, whilst overhead
costs increased by £20.0m due to inflationary pressures
and acquisition related costs.
Working with our global brand partners, FY25 was
a breakthrough year for our international growth
ambitions for Sports Direct, both deploying our
consistently strong cash flow and signing capital-light
partnerships. We extended our partnership with MAP
Active and now plan 350 new stores, further into
Indonesia plus five new countries: India, the Philippines,
Thailand, Vietnam, and Cambodia. In Australia/
New Zealand, we increased our investment in Accent
Group to 14.57% (and to 19.57% after year-end), and
announced a long-term strategic partnership which
includes plans for at least 50 Sports Direct stores in
the first six years and a long-term objective of 100. We
also signed a new partnership with GMG, targeting 50
new Sports Direct stores in the Gulf/Egypt over the next
five years. In Africa, we announced the acquisition of
Holdsport in South Africa/Namibia (completed after
year end), and acquired a significant shareholding in
Hudson, providing expansion opportunities into Africa/
Malta. In addition, we completed the acquisitions of
Twinsport in the Netherlands and, after year-end, XXL
in Scandinavia.
Property (1.8% of total group revenue):
Property investment remains a key focus for the Group,
unlocking occupational demand for our retail business
whilst delivering strong returns that can be recycled at
the appropriate time.
Revenue increased by £13.9m (19.1%), due to the
annualisation of prior year acquisitions such as the
Castleford shopping centre and acquisitions in FY25
including Doncaster’s Frenchgate, Exeter’s Princesshay,
Maidstone’s Fremlin Walk, and Affinity outlets.
Segment profit from trading increased by £5.0m, with
the additional rental income being partially offset by an
£5.8m increase in operating costs (including purchase
related costs).
Financial Services (1.7% of total
group revenue):
We see a great opportunity for Frasers Plus as a new
revenue stream and a key pillar of our compelling brand
ecosystem.
Frasers Plus continues to make good progress towards
our long-term ambition of delivering £1bn+ in sales,
£600m in credit balances, a greater than 15% yield, and
over 2 million active Frasers Plus customers (excluding
any third-party partnerships). The business added 507k
new customers in FY25 and Frasers Plus accounted
for 12.2% of UK online sales. Post year-end, the active
customer base has passed one million and penetration
has increased to 18.9%.
We continue to prioritise the growth of our new
Frasers Plus credit offering and reduce the Studio Pay
receivables book, which is now closed to new customers,
and as a result, revenue decreased by £25.7m (23.2%)
vs. FY24.
Segment profit from trading decreased by £40.1m due
to the revenue decline noted above and an increase in
overhead costs arising from the dual running of Frasers
Plus and Studio Pay. FY24 also benefited from an £11.8m
gain in respect of exiting a legacy property lease.
Strategic partnerships with THG, Hornby and Marks
Electrical continue to grow. Further partnerships with
Super Payments and eBuyer underway after period-end.
10
FRASERS GROUP PLC
SUMMARY OF FINANCIAL PERFORMANCE
Basic EPS of 67.5p, a decrease of 19.3p (22.2%)
year-on-year. Adjusted EPS
(1)
of 98.1p, an increase of 2.3p
(2.4%) reflecting the increase in APBT
(1)
partially offset by
an increase in effective tax rate.
The Group’s strategy is underpinned by a strong balance
sheet with net assets increasing to £1,988.1m from
£1,873.0m at FY24 due to the Group’s profitability in
FY25, partially offset by a decrease in the fair value of
the Group’s strategic investments recognised in other
comprehensive income. Net assets per share increased
to £4.41, a three-year CAGR of 18.0%.
Cash inflow from operating activities before working
capital movements of £800.4m has enabled the Group
to continue to invest in international sports and leisure,
UK luxury retail, Frasers Plus, our property portfolio and
our strategic partnerships such as HUGO BOSS and
Accent Group.
Net debt excluding securitisation of £847.5m (£320.8m
at FY24), reflecting capital expenditure and strategic
investments in FY25, particularly Accent Group and
HUGO BOSS.
Acquisitions and investments
During FY25, the Group has made further substantial
strategic investments, particularly in HUGO BOSS as
the Group continues to explore opportunities to expand
commercial relationships and further develop the
Group’s ecosystem.
After period end, the Group completed the acquisition
of Holdsport in South Africa/Namibia and XXL ASA
in Scandinavia. We will continue to collaborate with
relevant stakeholders and share best practices, in line
with our international expansion strategy, but it is too
early to say what the financial impact will be given the
significant challenges XXL has seen in recent years.
Group representative appointed to the Board of
Mulberry plc effective from 30 July 2025.
(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 13 to the consolidated financial statements.
SUMMARY OF FINANCIAL PERFORMANCE
FRASERS GROUP PLC
11
CHAIR’S STATEMENT
Introduction
In an uncertain global economic climate, FY25 has been
another strong year for Frasers Group. We delivered
on the six priorities we set out at the beginning of
the year, a testament to the ongoing execution of our
Elevation Strategy.
Elevation Strategy
Under Michael Murray’s leadership, the Elevation
Strategy is driving our progress. We are building a more
diversified and resilient company through innovative
retail concepts, our property investments and our
financial services business.
We’ve continued to enhance the retail experience with
the ongoing elevation of our store portfolio. We were
particularly pleased with the opening of new Sports
Direct stores in London at Westfield in Stratford and in
White City, as well as Trafford Palazzo in Manchester.
We’ve also successfully elevated our luxury offering
with the opening of FLANNELS in Leeds, and continue
to invest in new, innovative FRASERS concept stores in
Sheffield and Maidstone.
The Elevation Strategy extends beyond our stores. We
continue to make great progress in building a connected
retail ecosystem that meets customer’s needs wherever
and however they choose to shop. This is also creating
new retail opportunities for our growing list of global
brand partners.
The launch of Sports Direct Membership in February
delivered unified benefits online and in-store, rewarding
members with personalised offers, as well as exclusive
rewards and events. We are already seeing higher
engagement and basket size. We also expanded Frasers
Plus, our FCA-regulated credit and loyalty platform,
offering even more flexibility to our customers
which,
after period-end, total over 1m.
We recently unveiled ELEVATE, our data-driven
retail media network. This gives our brand partners
unmatched precision targeting opportunities to our 30
million+ customers across digital channels, 750+ stores
and over 60 Everlast gyms. This investment also unlocks
a new revenue stream for the Group.
The energy and discipline across the business enables a
seamless and personalised journey that elevates the full
shopping experience for our customers and sets us up
for next phase of growth.
Strategic Investments
The Group continues to execute a clear and disciplined
M&A strategy with strategic investments a key pillar in
helping to drive long term growth and support us as we
build the world’s most admired and compelling brand
ecosystem. In FY25 we were delighted to significantly
increase our investment in HUGO BOSS and make our
first investment into Accent Group in Australia.
International Expansion
FY25 and the post year end period has been a
groundbreaking one for our international expansion.
This includes new partnerships with MAP Active in India
and south-east Asia, GMG in Egypt and the Gulf, Accent
Group in Australasia, Hudson and Holdsport in Africa,
and, more recently, XXL in Norway.
These strategic partnerships provide a strong platform
for our continued international expansion and will help
us to scale our global brand partnerships and accelerate
our growth across new international markets.
Property
We remain confident in our property strategy, which
continues to deliver strong returns and unlock new
growth opportunities. Our property investments
reinforce the Group’s long-term commitment to
physical retail across UK high streets. In FY25, we made
several strategic property acquisitions which includes
Doncaster’s Frenchgate and Exeter’s Princesshay. These
investments are part of our vision to develop high
potential sites into anchor retail destinations, revitalising
local high streets and supporting communities across
the UK.
Our People
People and culture are key to our business success.
We want Frasers Group to be an aspirational place
for people to work and to create opportunities for our
employees to learn, grow and have a rewarding career.
We will continue to invest in programmes that support
the health and wellbeing of our teams.
12
FRASERS GROUP PLC
CHAIR’S STATEMENT
In January, we updated Frasers Fit, our holistic employee
wellbeing programme with a focus on Move, Money and
Mind. Frasers Fit offers our colleagues free workouts,
Run Club schedules, and access to on demand financial
and mental health support through our partnership with
Retail Trust.
Fitness initiatives are available across the business
including monthly Run Clubs. Many of our stores are
also taking the lead locally and creating their own
community sports clubs.
We’re building a culture where performance is
recognised and rewarded and where determination,
drive and hard work are celebrated in meaningful ways.
Our Fearless 1000 programme is central to this as it is
designed to empower and inspire our top performers
across the business. Other incentives to inspire the
employees include team building trips to Verbier, HYROX
competition entries, tickets to Wimbledon and the
biennial Frasers Festival.
Sustainability
At Frasers Group, we’re committed to growing in a way
that respects the planet and future generations. This
year, our Sustainability team set bold, ambitious targets
to achieve net-zero emissions by 2050.
While we recognise the scale and difficulty of these
targets, we are fully committed to rising to the challenge.
It’s a vital step for our business, and we’re proud that
our targets have been independently validated by the
Science Based Targets initiative (SBTi).
These targets include:
A 58.8% absolute reduction in Scope 1 and 2
emissions by FY2034, from an FY2023 baseline
A 63.8% reduction in Scope 3 emissions per £1m of
value added by FY2034
Net-zero emissions across our value chain by 2050,
including a 90% cut in Scope 1 and 2 emissions and a
97% cut in Scope 3 emissions from FY2023 levels
SBTi approval reinforces the depth of our commitment
to responsible and sustainable long-term growth. We are
now working on a long-term, comprehensive transition
plan throughout the business to meet our ambitious
net-zero targets and we will continue to update our
teams and stakeholders on our progress as and
when appropriate.
Outlook
Although FY25 has had some challenges, it also brought
many successes. We are confident in our strategic
direction for the company, and we will continue to grow
and develop the business in FY26.
David Daly
Non-Executive Chair of the Board
16 July 2025
CHAIR’S STATEMENT
FRASERS GROUP PLC
13
OUR BUSINESS
BUSINESS MODEL
FOUNDED AS A SINGLE STORE IN
MAIDENHEAD IN 1982, FRASERS GROUP
PLC TODAY OPERATES A DIVERSIFIED
PORTFOLIO OF SPORTS, FITNESS,
PREMIUM LIFESTYLE AND LUXURY
STORE FASCIAS.
The Group’s colleagues work together with our suppliers
and our third-party brand partners to serve customers
in over 20 countries and to deliver the Group’s strategy.
The Group’s governance structures provide guidance
to colleagues in delivering this strategy. The Group
aspires to be an international leader in sports, lifestyle
and luxury retail. The Board is committed to treating all
people with dignity and respect. We value our people,
our customers and our shareholders and we strive to
adopt good practices in our corporate dealings. We
aim to deliver shareholder value over the medium to
long term, whilst adopting accounting principles that
are conservative, consistent and simple. Our strategy is
set out in the ‘Our Strategy – To build the Planet’s most
admired and compelling brand ecosystem’ section of
this report.
Our business model is to provide consumers with access
to the World’s best sports, premium and luxury brands
by building the planet’s most admired and compelling
brand ecosystem.
The Group’s business model is explained in greater detail
below. This includes an outline of our fascias and retail
channels, management of our property portfolio, our
people, our third-party brand partners, our Group brands
and our centralised support functions.
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 and we have also
launched new Apps in the current year. 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.
14
FRASERS GROUP PLC
OUR BUSINESS
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
approximately £29m, 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.
Workers’ Representative
The Frasers Group Workers’ Representative is Cally Price,
a Regional 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 the basics
Own the role
Own the result
Think
Think fast
Think fearlessly
Relevant to people
Relevant to partners
Relevant to the planet
OWN IT
OUR VALUES
THINK WITHOUT LIMITS
BE RELEVANT
OUR BUSINESS
FRASERS GROUP PLC
15
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 PLANET’S
MOST
ADMIRED AND
COMPELLING
BRAND
ECOSYSTEM
16
FRASERS GROUP PLC
OUR STRATEGY
TO BUILD THE PLANET’S MOST ADMIRED AND COMPELLING BRAND ECOSYSTEM
FRASERS GROUP PLC
17
Strategy
Key achievements in FY25
Priorities for FY26
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.
We will continue to make strategic investments
in relevant companies and consider this to be in
the ordinary course of business. The aim of these
strategic investments is to develop relationships
and partnerships, commercial or otherwise, with
other retailers, suppliers, and brands, beyond
just acting as a traditional pure play physical
retailer. The Group has historically done this and
continues to make strategic investments through
– including, but not limited to – acquisitions of
shares, options, contracts for difference and other
financial instruments.
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 FY25, our achievements included:
Continuing to drive stronger relationships
with the biggest global brands including Nike,
Adidas and Under Armour.
Establishing new partnerships with brands
such as FENDI, Ferragamo and Prada Beauty.
Acquired Twinsport in the Netherlands to
expand our international footprint and further
grow our ecosystem.
Disposed of non-core Game Spain business
enabling us to focus on key Sports’ businesses
and brands.
Strategically invested in businesses that
complement our existing or helped us to
build and further utilise our sector-leading
ecosystem, such as Hugo Boss, Accent Group
and Hudson.
Agreed strategic partnerships with Accent
Group, GMG and Map Active to grow the
Sports Direct brand across Australia, the
Middle East, and India and Southeast Asia on
a franchise model.
Continued to grow our Financial Conduct
Authority approved and regulated Frasers
Plus product across the Group’s retail fascias
and via partnerships with THG plc (“THG”),
Hornby plc, Marks Electrical, Super Payments
and eBuyer.
During FY26, 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
compliments our ecosystem.
Launch Sports Direct in new markets around
the world through organic expansion,
corporate acquisitions and supporting our
global partners.
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
propositions to elevate the consumer
shopping experience.
Our investment has and will further build our
technologies across e-commerce, data platforms
and marketing technology 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 FY25:
Continued roll out of new commerce
tools-based MACH architecture with multiple
UK and international experiences now
live seeing strong conversion uplifts and
technical resilience.
Continued to scale and optimise new
capabilities across the Group and embrace AI
toolkits from key partners.
Elevated the customer experience across the
estate, with new app experiences across big 3
fascia driving strong customer engagement.
Launched Sports Direct Member proposition,
with 5.5m members now active showing
strong engagement.
Launched pilot of Elevate, our new Retail
Media proposition with 7 strategic brand
partners delivering good ROI for both Frasers
and Partners.
During FY26, our priorities are to:
Complete 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, further enhancing app
ecosystem, and embracing AI to scale
capability and deliver efficiency benefits.
Scale Elevate to deliver significant top and
bottom line benefits to the Group.
18
FRASERS GROUP PLC
OUR STRATEGY
Strategy
Key achievements in FY25
Priorities for FY26
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:
Identify and 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 FY25, 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 fifth flagship in
Manchester’s Trafford Centre.
Our fifth FLANNELS flagship opened
in Leeds.
Opened a multi-format Frasers store in
the Meadow Hall shopping centre.
Continued opening new locations across the
UK and internationally.
Completed further UK property investments
at attractive yields to satisfy our occupational
demand, including Doncaster’s Frenchgate,
Exeter’s Princesshay, Maidstone’s Fremlin
Walk, and Affinity outlet centres.
Increased our international store footprint
through the acquisition of Twinsport in
the Netherlands (16 sites) exchanging
and subsequently completing on the
Holdsport Group acquisition in South Africa,
bringing 85 well-invested stores into our
international portfolio.
During FY26, our priorities are to:
Further grow our presence internationally
through organic expansion, corporate
acquisitions and supporting our global license
and joint venture partners.
Continue the Elevation Strategy by opening
new stores and targeted refurbishment of
existing stores.
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.
Continued investment, expansion and
elevation of our Everlast Gyms estate
alongside organic and M&A growth.
Build on strategic real estate investment
across our international territories.
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 FY25, our achievements included:
Continuation of regular and direct interaction
with our CEO and the leadership team at
quarterly “CEO sessions”.
Successful integration of Game Retail and
premium businesses acquired from JD Sports
in FY23.
Refresh of working space at our London
head office.
Future proofed the business with plans for
new head office and operational hub at
Ansty, Warwickshire. The planning application
for the Ansty site was approved during FY25.
During FY26, our priorities are to:
Continue to drive a high-performance culture
through regular employee updates and
increased employee engagement.
Focus on cost control and maximising
synergistic benefits arising from integrations
of acquisitions.
OUR STRATEGY
FRASERS GROUP PLC
19
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
27 April 2025
52 weeks ended
28 April 2024
(1)
Group revenue
£4,925.6m
£5,317.0m
Reported PBT
£379.4m
£501.0m
Adjusted PBT
(2)
£560.2m
£544.8m
Cash inflow from operating activities before changes in working capital
£800.4m
£834.6m
Net assets
£1,988.1m
£1,873.0m
NON-FINANCIAL KPIs
Number of retail stores
1,314
1,328*
Workforce turnover
25.0%
31.0%
Electricity consumption on like for like stores improvement vs FY20
29.1%
24.8%
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further details.
(2)
This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP
measure in note 4 to the consolidated financial statements.
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.
APBT 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. For the avoidance of doubt, premiums
received in respect of options that have matured are
included within APBT. 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.
20
FRASERS GROUP PLC
KEY PERFORMANCE INDICATORS
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
APBT 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 Changes in 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. *The prior year figure has
been restated to exclude Game Spain stores in order to
allow a like-for-like comparison.
Workforce Turnover
The Board considers that this measure is a key indicator
of the contentment of our people. For more details refer
to the retention section of the ‘Our People’ section of
this report.
Like for Like electricity consumption
This measure links to our targets in the TCFD report
around the installation of LED lighting, building
management services, and voltage optimisation. This
measure allows the board to determine the effectiveness
of these projects in reducing the Group’s energy
consumption. Like for like stores includes stores in Great
Britain, above a de minimis consumption, and that were
open from 2019 onwards.
KEY PERFORMANCE INDICATORS
FRASERS GROUP PLC
21
CHIEF EXECUTIVE’S REPORT AND
BUSINESS REVIEW
DELIVERING ON OUR PRIORITIES
FY25 marked another record year of profitable growth
and continued investment in Frasers Group’s Elevation
Strategy. We set six key priorities for the year, and I’m
proud to share that we have delivered against each of
these, thanks to our team’s laser focus and commitment.
While we’ve made meaningful strides, we remain sharply
focused on the opportunities for growth ahead and
are motivated to turn this momentum into sustained
long-term success.
1.
Unlock international opportunity
FY25 marked a step-change in global expansion.
We’ve grown our footprint this year, announcing
seven strategic partnerships and acquisitions that
reach an additional 55 countries. With plans to open
hundreds of new stores in the coming years, this
strategic execution has created a strong platform for
future growth and scaling.
2. Brand partnerships
Strategic brand partnerships are the strongest
they’ve ever been across sport, premium, and luxury,
including with Nike, Adidas and HUGO BOSS – where
I was recently appointed to the Supervisory Board.
Our position as a key partner for the world’s best
brands was further reinforced, operating as a global
wholesale partner and continuing to diversify our
offering with new brands like Casablanca and Fear
of God at FLANNELS. Through our international
partnerships, we have unlocked widespread
distribution opportunities for brands as demonstrated
through Hudson / Nike in Africa and Accent /
Hoka in Australia. We also now act as valued
landlords for brand partners across our UK property
portfolio, offering direct-to-consumer access and
retail synergies.
3.
Synergies & cost savings
We unlocked meaningful synergies and cost-savings
through ongoing integration and operational
alignment, generating £127.2m in efficiencies. This is
a significant achievement, driven by a focused effort
to streamline operations while also ensuring we do
not undo the strong progress established by the
Elevation Strategy.
4. Reduce stockholding by 5%-15%
We delivered a like-for-like stockholding reduction of
15.0%, reflecting the top end of our target range. This
was driven by a focus on inventory discipline and our
state-of-the-art automated facility, which will further
support cash generation and a more agile operating
model going forward.
5.
Value creation via property acquisitions
We further strengthened our property portfolio
through the acquisition of 12 strategic assets for a
total consideration of £233.1m, continuing to drive
long-term value creation and flexibility across
the Group.
6. Frasers Plus Growth
Our FCA-regulated credit and loyalty programme,
Frasers Plus, has continued to perform well this
year, with over 1 million active customers now on
the platform and digital penetration increasing to
12.2%, reflecting the growing strength of our financial
services proposition.
22
FRASERS GROUP PLC
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
Retail
Retail is the foundation of our business as we continue to
drive our ambition to build the world’s most compelling
and admired brand ecosystem across sport, premium,
and luxury.
Sport
FY25 has been another strong year for sport retail, led
by Sports Direct. We continued to enhance our Sports
Direct UK store portfolio, with new stores in Manchester’s
Trafford Palazzo and Westfield London shopping
centres. We also strengthened customers’ omnichannel
shopping experience, with the launch of an all-new
Sports Direct app and Sports Direct Membership – a
new benefit-based programme designed to reward
loyal customers with exclusive benefits and personalised
offers. Since launching in February, the inaugural
programme has seen strong uptake among Sports
Direct customers, who are enjoying a more seamless
omnichannel shopping experience. We also rolled out
ten localised Sports Direct websites in Europe, offering
more personalisation to customers in those markets.
We continued to invest in our Own Brand portfolio,
including iconic brands like Slazenger, Everlast and
Karrimor, which complement our global brand partners
and offer customers further variety in technical and
lifestyle apparel at accessible pricing. Our Everlast
Gyms proposition also continued to grow, with over
60 locations across the UK, as we aim to provide
aspirational training environments nationwide at an
accessible price.
International expansion of Sports Direct has been a real
area of focus for the Group, offering promising scalability
for the future through strategic global partnerships.
We expanded our partnership with MAP Active
with plans to open 350 new stores in Indonesia plus
five new countries: India, the Philippines, Thailand,
Vietnam, and Cambodia.
We increased our shareholding in Accent Group and
announced a long-term strategic partnership which
includes plans for at least 50 Sports Direct stores
in the first six years, with the ambitious goal of 100
stores long-term in Australasia. We also now hold a
board seat.
We entered a 10-year agreement with global
well-being and retail conglomerate GMG – Nike’s
distributor in the region – to open around 50 Sports
Direct stores across the Gulf and Egypt.
We acquired South African/Namibian sporting and
outdoor retailer, Holdsport, and acquired a significant
shareholding in Hudson to serve as a platform for
further expansion across Africa. Both businesses
also offer brand distribution capabilities and partner
with global brands such as Nike. We also now hold a
board seat with Hudson.
After period-end, we acquired struggling
Nordic-based retailer XXL – the largest specialist
sporting goods provider in the region. It is too early to
establish the size of this opportunity and its financial
outlook. We will provide a further update on its
progress later in the financial year.
Beyond sports retail, our international momentum also
lays the groundwork for further potential expansion
across our premium and luxury portfolio.
Premium & luxury
The global premium and luxury landscape remains
subdued but is showing early signs of becoming less
challenging. Our FLANNELS estate has been successfully
elevated, with over 80 stores across the UK and Ireland.
This year saw the highly anticipated opening of the
impressive 70,000 sq. ft. FLANNELS store in Leeds, as
well as innovative FRASERS Concept stores in Sheffield,
and Maidstone. We strengthened the digital experience
for luxury consumers with a new and improved
FLANNELS app, and plan to extend Membership across
both FLANNELS and FRASERS in the next year.
Digital
Further leveraging the unique breadth and depth of
Frasers Group’s scale, we entered the world of retail
media after year-end with the launch of ELEVATE.
Currently in its infancy but with aspirations to offer the
UK’s most comprehensive retail media offering, the
new proposition connects brands more effectively with
the Group’s 30m+ audience – bolstered by increasingly
personalised data from Sports Direct Membership. We
believe this proposition will be crucial in offsetting the
ever-increasing digital marketing costs of third parties.
Property
Property is a fundamental pillar of our business, and
we remain confident in our strategy of acquiring sites
that unlock occupational demand for the Group, as we
continue to play a pivotal role in reinvigorating UK high
streets and retail hubs.
Over the past year, we have made substantial
investments in strategic retail locations across the
UK, including Doncaster’s Frenchgate, Exeter’s
Princesshay, Maidstone’s Fremlin Walk, and four Affinity
Outlet properties, as well as a development site in
Ansty, Warwickshire.
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
23
Frasers Group Financial Services
Frasers Plus, our FCA-regulated, market leading credit
and loyalty proposition has seen its second year of
consistent growth. It recently reached the milestone of
1 million active customers and has further diversified
through strategic partnerships with THG, Hornby and
Marks Electrical, as well as eBuyer and Super Payments
after year-end. There is still work to be done, but we’re
confident in the proposition’s future and remain on track
to achieve our long-term ambitions as we expand its
strategic partnerships and grow the customer base.
Our teams
Our success starts with our people. From head office to
the warehouse and the shop floor, our people are the
driving force behind everything we do, which is why we’re
committed to recognising, rewarding and motivating top
talent across the business. Thank you to our teams for
their continued hard work and dedication.
Going forward
Looking to the future, we are actively exploring the
long-term role of artificial intelligence across our
business, starting with Frasers Plus. We have an ambition
to be among the first retailers to adopt a comprehensive
AI strategy on this scale and are seeking expert advice
through our partnership with Iona Star. Through this,
we aim to unlock new sources of value, drive cost
optimisation and strengthen employee and customer
experiences across the Group. We will share further
updates at our half year results in December.
After period-end, we announced that we secured a
new £3.0bn Term Loan and Revolving Credit Facility,
replacing the previous £1.65bn arrangement, with
options to extend the term up to five years and increase
the facility by £0.5bn. We wish to thank our banking
partners for their significant support of Frasers Group
and our ongoing execution of the Elevation Strategy.
Outlook
We believe the disciplined execution of our Elevation
Strategy will continue to drive strong growth across the
business. We will continue to invest in this strategy, with
a view to the future, while working diligently to mitigate
the £50m-plus extra costs incurred by last year’s Budget.
We are currently expecting FY26 APBT in the range
£550m-£600m.*
Looking to FY26, we’ve set ambitious priorities for
ourselves as we continue to invest in and realise the
benefits of our successful Elevation Strategy:
1.
Continue to invest for the medium to long-term
across key areas of our Elevation Strategy including
store estate, digital innovation, strategic acquisitions
and more
2.
Execute international partnerships and scale
brand partners
3.
Unlock AI to increase productivity & mitigate costs
4.
Focus on property investment opportunities for
value creation
5.
Frasers Plus growth continues, unlocking value
for customers
* Excluding the results of XXL ASA which was acquired by the Group on 27 June 2025.
Michael Murray
Chief Executive Officer
16 July 2025
24
FRASERS GROUP PLC
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
SUMMARY OF RESULTS
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(1)
Retail revenue
£4,753.7m
£5,133.3m
Total revenue
£4,925.6m
£5,317.0m
Retail gross profit
£2,166.2m
£2,253.9m
Group gross profit
£2,306.4m
£2,409.2m
Retail gross margin
45.6%
43.9%
Group gross margin
46.8%
45.3%
Retail profit from trading
£747.3m
£732.8m
Group profit from trading
£808.9m
£829.5m
Reported profit before tax (“PBT”)
from continuing operations
£379.4m
£501.0m
Adjusted profit before tax (“APBT”)
(2)
£560.2m
£544.8m
Reported basic earnings per share
(“EPS”)
67.5p
86.8p
Adjusted EPS
(2)
98.1p
95.8p
Net assets
£1,988.1m
£1,873.0m
Cash inflow from operating
activities before working capital
£800.4m
£834.6m
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further 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 13 to the consolidated financial statements.
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”) and Adjusted
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 7.4%. Continued sales
growth from Sports Direct, reflecting the ongoing
success of the Elevation Strategy and strengthening
brand relationships, and the acquisition of Twinsport
was more than offset by planned declines in Game
UK, Studio Retail, the companies acquired from JD
Sports and SportMaster in Denmark as these previously
unprofitable businesses were right-sized and put on a
more sustainable footing. In addition, the luxury market
continued to be challenging although it is now showing
some early signs of improvement.
Group gross margin % increased to 46.8% from 45.3%
due to an improved mix effect, as the lower margin
% businesses reduce as a proportion of total revenue
and the higher margin Sports Direct and FLANNELS
businesses increased their share.
Retail gross profit declined by £87.7m (3.9%) as
continued growth in Sports Direct reflecting the
continuing success of the Elevation Strategy and
strengthening brand relationships, was more than offset
by expected declines in Game UK and Studio Retail,
store portfolio in optimisation House of Fraser and in the
businesses acquired from JD Sports, and a softer luxury
market. Retail overheads reduced by £102.2m as a result
of cost savings and synergy benefits in the UK business,
partially offset by inflationary pressures and acquisition
related costs in the International segment, leading to a
2.0% increase in retail profit from trading to £747.3m.
APBT
(2)
increased by 2.8% to £560.2m despite the
non-recurrence of the £25.0m gain on disposal of the
Missguided intellectual property in FY24, an £11.8m loss
on disposal of Game Spain, and a £40.1m reduction in
profit from trading in the Financial Services segment, due
to our decision to wind down the Studio Pay receivables
portfolio and focus on Frasers Plus, an approach
which reduces revenue and increases impairment
charges in the near-term. A net reversal of property
related impairments of £9.6m has been recorded in the
current period (FY24: £21.4m net impairment including
impairments of intangible assets) as a result of our
future forecasts outweighing our previous downside
impairment assumptions.
Reported PBT of £379.4m, a decrease of 24.3%. The
Group’s trading performance has been offset by foreign
exchange losses (vs. gains in FY24) and non-cash fair
value movements on equity derivatives, primarily relating
to the material decline in the HUGO BOSS share price.
Both of these non-cash adjustments were exacerbated
by the market reaction to proposed tariffs by the US
government around the year-end date, impacts which,
in the case of equity markets, have largely reversed since
year-end.
Basic EPS of 67.5p, a decrease of 19.3p (22.2%)
year-on-year. Adjusted EPS
(2)
of 98.1p, an increase of
2.3p (2.4%) reflecting the increase in APBT
(2)
partially
offset by an increase in effective tax rate.
The Group’s strategy is underpinned by a strong balance
sheet with net assets increasing to £1,988.1m from
£1,873.0m at FY24 due to the Group’s profitability in
FY25, partially offset by a decrease in the fair value of
the Group’s strategic investments recognised in other
comprehensive income. Net assets per share increased
to £4.41, a three-year CAGR of 18.0%.
Cash inflow from operating activities before working
capital movements of £800.4m has enabled the Group
to continue to invest in international sports and leisure,
UK luxury retail, Frasers Plus, our property portfolio and
our strategic partnerships such as HUGO BOSS and
Accent Group.
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
25
REVIEW BY BUSINESS SEGMENT
UK Sports
This segment 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).
UK Sports accounts for 54.7% (FY24 restated
(1)
: 54.7%) of
the Group’s revenue.
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(1)
Revenue
£2,698.1m
£2,908.9m
Cost of sales
(£1,398.5m)
(£1,558.5m)
Gross profit
£1,299.6m
£1,350.4m
Gross margin %
48.2%
46.4%
Profit from trading
£475.8m
£468.4m
Operating profit
£365.5m
£353.1m
Store numbers
785
797
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further details.
Revenue decreased by 7.2%. Continued sales growth
from Sports Direct reflecting the ongoing success
of the Elevation Strategy and strengthening brand
relationships, was more than offset by planned declines
in Game UK and Studio Retail.
Gross profit decreased by £50.8m as a result of the sales
decline but gross margin % increased by +180 bps to
48.2% reflecting the fact that the higher margin Sports
Direct business now makes up a greater proportion of
this segment.
Operating costs reduced by £58.2m as the benefits of
integrating and right-sizing the lower margin businesses
were realised. This contributed to a £7.4m (1.6%) increase
in the segment’s profit from trading.
UK Sports’ operating profit result of £365.5m (FY23:
£353.1m) includes impairment reversals of £5.0m (FY24:
impairment reversals of £8.4m), a result of the strong
trading performance, and future forecasts outweighing
our downside impairment assumptions, and realised
foreign exchange gains of £19.8m (FY24: £9.2m).
Store numbers decreased from 797 to 785 mainly
driven by the replacement of standalone Game stores
with Game concessions situated inside larger Sports
Direct stores and a reduction in standalone Evans
Cycles’ 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 & Frasers, Gieves and
Hawkes, and Sofa.com along with the related websites,
the businesses acquired from JD Sports, 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 21.3% (FY24 restated
(1)
:
23.1%) of the Group’s revenue.
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(1)
Revenue
£1,048.2m
£1,229.8m
Cost of sales
(£635.4m)
(£773.2m)
Gross profit
£412.8m
£456.6m
Gross margin %
39.4%
37.1%
Profit from trading
£157.4m
£137.2m
Operating profit
£131.9m
£98.6m
Store numbers
156
181
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further details.
Revenue decreased by 14.8% as we continued to
optimise our store portfolio in House of Fraser and in
the businesses acquired from JD Sports, reducing the
number of stores from 44 at 28 April 2024 to 29 at 27
April 2025.
Segment profit from trading increased by £20.2m as a
£43.8m decrease in gross profit, driven by the revenue
decline noted above, was more than offset by a 230bps
increase in gross margin % from 37.1% to 39.4% (the
result of an improving mix effect with FLANNELS
increasing its share) and a £64.0m decrease in operating
costs as the benefits of integrating and right-sizing the
premium businesses was realised.
Premium Lifestyle’s operating profit result of £131.9m
(FY24: £98.6m) includes impairment reversals of £1.8m
(FY24: impairments of £2.5m) reflecting early signs of
improvement in the luxury market.
We continue to develop and invest in our unique luxury
proposition, including the recent opening of FLANNELS
in Leeds and FRASERS in Sheffield, and right-sizing
the premium businesses such as House of Fraser and
JD Sports acquisitions. Our long-term ambitions for
the luxury business remain unchanged and we have
taken this opportunity to consolidate in order to further
strengthen our position.
26
FRASERS GROUP PLC
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
Store numbers decreased from 181 to 156 as we
continued to optimise our store portfolio in House of
Fraser and in the businesses acquired from JD Sports.
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, Twinsport in the Netherlands, the Baltics & Asia
e-commerce offerings, the MySale business in Australia,
and all non-UK based wholesale and licensing activities
(relating to brands such as Everlast and Slazenger).
International accounts for 20.5% (FY24 restated
(1)
: 18.7%)
of the Group’s revenue.
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(1)
Revenue
£1,007.4m
£994.6m
Cost of sales
(£553.6m)
(£547.7m)
Gross profit
£453.8m
£446.9m
Gross margin %
45.0%
44.9%
Profit from trading
£114.1m
£127.2m
Operating profit
£38.1m
£38.1m
Store numbers
373
350*
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further details.
*FY24 store numbers restated to remove Game Spain.
Revenue increased by 1.3% due to growth from the
Sports Direct International business and the acquisition
of Twinsport, partially offset by Sportmaster, which was
integrated in FY24.
Segment profit from trading decreased by £13.1m
year-on-year. Gross profit increased by £6.9m as a result
of the revenue growth noted above, whilst overhead
costs increased by £20.0m due to inflationary pressures
and acquisition related costs.
International’s operating profit result of £38.1m
(FY24
(1)
: £38.1m) includes impairments of £1.8m (FY24:
impairments of £12.5m) and realised foreign exchange
losses of £4.9m (FY24: gains of £0.3m).
Working with our global brand partners, FY25 was
a breakthrough year for our international growth
ambitions for Sports Direct, both deploying our
consistently strong cash flow and signing capital-light
partnerships. We extended our partnership with MAP
Active and now plan 350 new stores, further into
Indonesia plus five new countries: India, the Philippines,
Thailand, Vietnam, and Cambodia. In Australia/New
Zealand, we increased our investment in Accent Group
to 14.57% (and to 19.57% after year-end) and announced
a long-term strategic partnership which includes plans
for at least 50 Sports Direct stores in the first six years
and a long-term objective of 100. We also signed a
new partnership with GMG, targeting 50 new Sports
Direct stores in the Gulf/Egypt over the next five years.
In Africa, we announced the acquisition of Holdsport in
South Africa/Namibia (completed after year end), and
acquired a significant shareholding in Hudson, providing
expansion opportunities into Africa/Malta. In addition,
we completed the acquisitions of Twinsport in the
Netherlands and, after year end, XXL in Scandinavia.
Store numbers increased from 350 to 373 due to the
acquisition of Twinsport and continued growth in Sports
Direct Malaysia.
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.
The depreciation of freehold and long leasehold
owner-occupied properties is also reported in
this segment.
Property accounts for 1.8% (FY24 restated
(1)
: 1.4%) of the
Group’s revenue.
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
Revenue
£86.6m
£72.7m
Cost of sales
(£9.6m)
(£7.8m)
Gross profit
£77.0m
£64.9m
Gross margin %
88.9%
89.3%
Profit from trading
£44.1m
£39.1m
Operating profit/(loss)
£4.5m
(£31.3m)
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further details.
Revenue increased by £13.9m (19.1%), due to the
annualisation of prior year acquisitions such as the
Castleford shopping centre and acquisitions in FY25
including Doncaster’s Frenchgate, Exeter’s Princesshay,
Maidstone’s Fremlin Walk, and Affinity outlets.
Segment profit from trading increased by £5.0m, with
the additional rental income being partially offset by an
£5.8m increase in operating costs (including purchase
related costs).
Property’s operating profit of £4.5m (FY24: loss of £31.3m)
includes a net impairment reversal of £4.6m (FY24:
impairments of £14.8m), fair value gains on investment
property £13.1m (FY24: fair value gain of £11.5m) and
depreciation of £44.2m (FY24: £60.2m).
Property investment remains a key focus for the Group,
unlocking occupational demand for our retail business
whilst delivering strong returns that can be recycled at
the appropriate time.
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
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 1.7% (FY24 restated
(1)
:
2.1%) of the Group’s revenue.
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
Revenue
£85.3m
£111.0m
Impairment losses on credit
receivables
(£22.1m)
(£20.6m)
Gross profit
£63.2m
£90.4m
Gross margin %
74.1%
81.4%
Profit from trading
£17.5m
£57.6m
Operating profit
£17.0m
£56.1m
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further details.
We see a great opportunity for Frasers Plus as a new
revenue stream and a key pillar of our compelling
brand ecosystem.
Frasers Plus continues to make good progress towards
our long-term ambition of delivering £1bn+ in sales,
£600m in credit balances, a greater than 15% yield, and
over 2 million active Frasers Plus customers (excluding
any third-party partnerships). The business added 507k
new customers in FY25 and Frasers Plus accounted
for 12.2% of UK online sales. Post year-end, the active
customer base has passed one million and penetration
has increased to 18.9%.
We continue to prioritise the growth of our new
Frasers Plus credit offering and reduce the Studio Pay
receivables book, which is closed to new customers,
and as a result, revenue decreased by £25.7m (23.2%)
vs. FY24.
Segment profit from trading decreased by £40.1m due
to the revenue decline noted above and an increase in
overhead costs arising from the dual running of Frasers
Plus and Studio Pay. FY24 also benefited from an £11.8m
gain in respect of exiting a legacy property lease.
Discontinued Operations
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(1)
Profit/(loss) from discontinued
operation (net of tax)
£6.3m
(£6.5m)
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further details.
In the current period, the result from discontinued
operations relates to amounts received from the
Matches administration in excess of those assumed at
FY24 year-end (a gain of £13.2m), Game Spain’s trading
profit for the period prior to its disposal on 20 March
2025 (£4.9m) and a loss on disposal of Game Spain
of £11.8m.
The prior period result from discontinued operations
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. The prior period result also
includes a trading profit of £6.0m in respect of Game
Spain.
28
FRASERS GROUP PLC
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FINANCIAL REVIEW
The consolidated financial statements for the 52 weeks
ended 27 April 2025 are presented in accordance
with UK-adopted International Accounting Standards
(UK IAS).
Summary of Results
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(1)
Revenue
£4,925.6m
£5,317.0m
Reported profit before tax
£379.4m
£501.0m
Adjusted PBT
(2)
£560.2m
£544.8m
Reported basic EPS
67.5p
86.8p
Adjusted EPS
(2)
98.1p
95.8p
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued
operation and the reclassification of delivery income and costs associated with free-issue
gift vouchers from selling, distribution and administrative expenses to revenue. Please refer
to note 1 of the consolidated financial statements for further 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 13 to the consolidated financial statements.
Earnings
Basic earnings per share (EPS) is calculated by dividing
the earnings attributable to ordinary shareholders
by the weighted average number of ordinary shares
outstanding during the financial period. Shares held in
Treasury and the Employee Benefit Trust are excluded
from this figure.
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
Reported EPS (Basic)
67.5p
86.8p
Adjusted EPS (Basic)
(1)
98.1p
95.8p
Weighted average number of
shares (actual)
432,929,122
438,504,703
(1)
This is an Alternative Performance Measure. Adjusted EPS is discussed in note 13 to the
consolidated financial statements.
Basic EPS of 67.5p, a decrease of 19.3p (22.2%)
year-on-year. Adjusted EPS
(1)
of 98.1p, an increase of 2.3p
(2.4%) reflecting the increase in APBT
(1)
partially offset by
an increase in effective tax rate.
Taxation
The effective tax rate on profit before tax (including
discontinued operations) in FY25 was 24.0% (FY24:
21.8%). The year-on-year increase is primarily due to the
prior year benefiting from the recognition of deferred tax
assets in respect of brought forward trading losses in a
number of subsidiary entities.
Total tax contribution
The Group has contributed approximately £530m (FY24:
£500m) in taxes paid and collected during the year.
Taxes paid by the Group of approximately £240m (FY24:
£220m) are primarily business rates, corporation tax
and employer’s national insurance contributions. Taxes
collected by the Group of approximately £290m (FY24:
£280m) 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/fy25-tax-
strategy.pdf
Taxes paid by country
The Group generates 88.4% (FY24: 92.6%) of its profits in
companies that are resident in the UK and pays 83.2%
(FY24: 88.3%) of its corporation tax liabilities to HMRC in
the UK.
On 11 July 2023, rules were enacted to ensure large
multi-national groups pay a minimum level of
corporation tax in respect of all countries where they
operate (known as “Pillar 2”). These came into effect
for the Group from 1 May 2024. Based on the Group’s
current business and tax profile, the implementation of
Pillar 2 legislation will not have a material impact on
the Group’s tax rate or tax payments. The estimated
additional potential cost based on under the known
Pillar 2 principles is approximately £0.5m.
The Group has applied the temporary exemption under
IAS 12 to recognising and disclosing information about
deferred tax assets and liabilities related to top-up taxes.
Plastic Packaging Taxes
During FY25 the Group has paid approximately £0.1m
(FY24: £0.1m) in respect of the UK Plastic Packaging Tax.
FINANCIAL REVIEW
FRASERS GROUP PLC
29
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.
At 27 April 2025 and as detailed in note 25, 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
Hedging
against
Currency
value
Timing
Rates
USD / GBP
USD
Inventory
Purchases
USD 560m
FY26 – FY27
1.26 – 1.36
EUR / GBP
Euro sales
EUR 240m
FY28
0.95 – 0.98
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 currency options and
unhedged forwards:
Currency
Expected
use
Currency
value
Timing
Rates
USD / GBP
USD
inventory
purchases
Up to USD
967m
FY25 – FY29
1.29 – 1.43
USD / GBP
USD sales
Up to USD
60m
FY25 – FY26
1.24
EUR / GBP
Euro sales
Up to EUR
720m
FY25 – FY27
1.14
EUR / GBP
Euro costs
Up to EUR
720m
FY25 – FY27
1.27 – 1.41
AUD / GBP
AUD income
Up to AUD
240m
FY26
2.01
ZAR / GBP
ZAR costs
Up to ZAR
2,000m
FY26
23.5
The Group also holds short-term swaps for treasury
management purposes:
Currency
Expected
use
Currency
value
Timing
Rates
EUR / GBP
Cash flow
management
EUR 500m
FY26
1.15 – 1.18
AUD / GBP
Cash flow
management
AUD 35m
FY26
2.08
The Group is proactive in managing its currency
requirements. The treasury team works closely with
senior management to understand the Group’s plans
and forecasts, they also discuss and understand
appropriate financial products with various financial
institutions, including those within the Group’s bank
financed 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,
either implementing additional strategies and/or
restructuring 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.
Dividends & Share Buybacks
The Board has decided not to pay a final dividend in
relation to FY25 (FY24: £nil). The Board remains of the
opinion that it is in the best interests of the Group and its
shareholders to preserve financial flexibility and facilitate
future investments and other growth opportunities. The
payment of dividends remains under review.
Capital Expenditure
During the period, gross capital expenditure (excluding
IFRS 16) amounted to £411.7m (FY24: £267.2m).
This included £168.0m (FY24: £99.2m) in respect of
investment properties including shopping centres and
retail park acquisitions at Doncaster’s Frenchgate,
Exeter’s Princesshay, Maidstone’s Fremlin Walk, and
Affinity outlets.
30
FRASERS GROUP PLC
FINANCIAL REVIEW
Strategic Investments
The Group continues to hold various strategic
investments as detailed in note 19 to consolidated
financial statements. At each reporting date,
management prepares an assessment of whether or
not the Group has significant influence over investee
entities based on the indicators specified in paragraph
6 of IAS 28
Investments in Associates and Joint Ventures
(“IAS 28”). Details of this assessment can be found in
note 2 to the consolidated financial statements. Where
the Group has significant influence, the Group accounts
for its investment as an Associate. For investments
where the Group does not hold significant influence,
the Group makes the irrevocable election permitted
by IFRS 9 Financial Instruments to recognise fair value
movements on 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 the income statement, 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.
In addition to the above, the Group also holds indirect
strategic investments within contracts for difference
and options. The Group assesses the use of sold
put options in acquiring a strategic investment on a
case-by-case basis. Where an option market exists, the
use of sold put options allows the Group to build an
indirect holding, whilst limiting and/or spreading the
associated cash outflows over time by using options with
differing maturity dates. The Group typically receives
a premium for entering into sold put options, which
reduces the net price paid for the shares in the event
that the options exercise. This makes the use of sold put
options an effective method of potentially obtaining
shares at a price that the Group considers represents a
reasonable value.
The fair values of options are recognised in derivative
financial assets or liabilities in the consolidated balance
sheet, with the movement in fair value recorded in the
income statement. In respect of put and call options,
there are three distinct elements to fair value changes
recorded within investment income and expense:
1.
Premiums received (disclosed within investment
income) – these are cash receipts and represent a
realised profit for the Group irrespective of whether
the option exercises or not. Premiums are recognised
on expiry of the option to which they relate.
2.
Fair value movements (disclosed within investment
income or costs) – these are unrealised gains and
losses arising due to the remeasurement of the
derivative liabilities to fair value whilst the options
are open.
3.
Losses on disposal (disclosed within investment
income) – these represent realised losses being the
difference between the market value of the shares
purchased upon the exercise of options and the cash
consideration paid to the relevant counterparty.
The Group disaggregates these three elements (which
are all presented within investment income and
expense within the consolidated income statement) in
order to provide useful information to the users of the
financial statements. Both the premiums received and
losses on disposal relate to options that have expired.
Our presentation enables the users of the financial
statements to ascertain the premium income that has
been received in exchange for the Group selling the
right to a counterparty to sell shares to the Group at a
set price. The loss on disposal shows the users of the
financial statements the loss that has arisen as a result
of purchasing shares at a premium to market value.
It is the Group’s view that each of these line items is
sufficiently material to warrant disclosure of their nature
and amount separately as required by paragraph 97 IAS
1 Presentation of Financial Statements (“IAS 1”). The net
fair value loss on equity derivatives in the current period
was £36.1m (FY24: net fair value gain of £7.2m).
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.
FINANCIAL REVIEW
FRASERS GROUP PLC
31
Acquisitions
The Group acquired a number of businesses during the
period, further details of these acquisitions can be found
within note 32.
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
later 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.
Cash Flow and Net Debt
Net debt increased by £493.4m from £447.6m at
28 April 2024 to £941.0m at 27 April 2025, reflecting
capital expenditure and strategic investments in FY25,
particularly Accent Group and Hugo Boss. Net debt
includes £93.5m of borrowings relating to the Frasers
Group Financial Services Limited securitisation facility
(28 April 2024: £126.8m).
Net interest on bank loans and overdrafts increased to
£81.0m (FY24: £51.4m) largely due to increased usage of
the Revolving Credit Facility (“RCF”) in the period.
Analysis of net debt:
27 April 2025
28 April 2024
Cash and cash equivalents
£252.2m
£358.6m
Borrowings
(£1,193.2m)
(£806.2m)
Net debt
(£941.0m)
(£447.6m)
Securitisation (disclosed
within borrowings)
(£93.5m)
(£126.8m)
Net debt excluding
securitisation
(£847.5m)
(£320.8m)
The Group recently completed the successful refinancing
of its combined term loan and RCF and now has access
to total committed facilities of £3 billion for a period
of at least three years. The facility has two one-year
extension options.
The Group also extended the maturity of the Frasers
Group Financial Services Limited securitisation facility
during FY25. The Group is able to make drawings of up
to £130m against eligible consumer credit receivables
until December 2026.
The Group continues to operate comfortably within its
banking facilities and covenants and the Board remains
comfortable with the Group’s available headroom.
Summary of Cash Flow
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
Operating cash inflow before
changes in working capital
£800.4m
£834.6m
Decrease/(increase) in
receivables
£131.5m
(£47.4m)
Decrease in inventories
£203.4m
£114.1m
Decrease in payables
(£18.4m)
(£42.6m)
Decrease in provisions
(£33.2m)
(£47.5m)
Cash inflows from operating
activities
£1,083.7m
£811.2m
Income taxes paid
(£140.3m)
(£129.0m)
Net cash inflows from
operating activities
£943.4m
£682.2m
Lease payments
(£142.0m)
(£162.8m)
Net finance costs paid
(£66.0m)
(£35.6m)
Net capital expenditure
(including sale & leasebacks)
(£386.4m)
(£211.3m)
Net proceeds from
acquisition and disposal of
subsidiary undertakings and
associated undertakings
(£48.9m)
(£35.9m)
Net cashflows in relation to
equity derivatives
(£105.0m)
£109.1m
Purchase of listed
investments, net of disposal
proceeds
(£694.0m)
(£249.3m)
Purchase of own shares
-
(£126.4m)
Other
£5.5m
(£0.8m)
Movement in net debt
(£493.4m)
(£30.8m)
32
FRASERS GROUP PLC
FINANCIAL REVIEW
Summary of Consolidated Balance Sheet
27 April 2025
28 April 2024
Property, plant & equipment
£1,097.2m
£962.6m
Investment properties
£513.3m
£350.5m
Long-term financial assets
£959.1m
£495.4m
Intangible assets
£58.5m
£42.2m
Inventories
£1,128.3m
£1,355.3m
Trade & other receivables
£927.8m
£674.9m
Trade & other payables
(£663.8m)
(£683.9m)
Provisions
(£223.6m)
(£259.0m)
Net debt (excluding
securitisation borrowings)
(£847.5m)
(£320.8m)
Securitisation borrowings
(£93.5m)
(£126.8m)
Lease liabilities
(£667.8m)
(£646.3m)
Other
(£199.9m)
£28.9m
Net assets
£1,988.1m
£1,873.0m
The increase within property, plant and equipment from
28 April 2024 is largely due to net additions partially
offset by depreciation.
The increase to investment property since 28 April 2024
reflects additions totalling approximately £172.6m at sites
including Doncaster’s Frenchgate, Exeter’s Princesshay,
Maidstone’s Fremlin Walk, and Affinity outlets, fair value
movements totalling £13.1m and the transfer of a number
of properties to property plant and equipment following
a change in use during FY25.
Long-term financial assets have increased since 28 April
2024 due to the business making significant investments
in Hugo Boss and Accent Group in FY25. The increase
has been partially offset by £149.6m of fair value losses
on existing holdings (recognised through OCI).
The increase to intangible assets since 28 April 2024
reflects the recognition of approximately £20.5m of
goodwill in respect of the acquisition of Twinsport in
FY25, offset by amortisation charged in respect of other
intangible assets.
Gross inventory has reduced by £272.2m (17.6%)
year-on-year. This reflects an increased level of
warehouse efficiency, driven by automation and
rationalisation of our warehouse estate, as well as the
disposal of Game Spain. Excluding the impact of the
disposal of Game Spain, gross inventory has reduced by
£224.7m (15.0%).
Trade and other receivables includes £522.7m relating
to deposits in respect of derivative financial instruments
(28 April 2024: £139.0m) and the Frasers Group Financial
Services consumer credit receivables portfolio with
a carrying value of £181.7m (28 April 2024: £206.2m).
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 balance has increased from £139.0m at 28 April
2024 to £522.7m at 27 April as a result of a combination
of the factors above and an increase in the Group’s open
option positions at 27 April 2025.
Trade and other payables are broadly flat year-on-year.
Provisions have reduced by £35.4m from £259.0m to
£223.6m reflecting the utilisation and partial release of
property and legal and regulatory provisions.
Included within other, the closing corporation tax
creditor at 27 April 2025 is £52.0m (FY24: £94.4m) and
net deferred tax assets of £97.5m (FY24: £82.1m) have
been recognised.
Summary of Company Balance Sheet
(Extract)
27 April 2025
28 April 2024
Investments
£2,145.8m
£1,712.5m
Debtors: amounts falling due
within one year
£635.6m
£235.7m
Creditors: amounts falling
due within one year
(£1,851.3m)
(£775.1m)
Investments relate to investments in subsidiaries and
long-term financial assets. The increase is largely
due to strategic investments acquired in the period,
partially offset by a £50.3m impairment of the parent
company’s investment in Game Retail Limited,
reflecting the continued deterioration in the company’s
trading performance.
The majority of the movement in debtors relates to
an increase in collateral to cover margin requirements
for derivative transactions held with counterparties.
The remaining balance relates to amounts owed by
group undertakings.
Creditors largely relate to amounts owed to group
undertakings. The year-in-year increase is largely due to
the purchase of long-term financial assets noted above,
which was funded via loans from the parent company’s
trading subsidiaries.
Chris Wootton
Chief Financial Officer
16 July 2025
FINANCIAL REVIEW
FRASERS GROUP PLC
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 39 to 46
Environmental policy
Climate related financial disclosures
TCFD REPORT – pages 39 to 46
Environmental policy
Employees
ESG REPORT – pages 36 to 51
Staff Handbook Employee Data Privacy Statement
Acceptable Use Policy
Community issues
ESG REPORT – pages 36 to 51
Social Matters*
ESG REPORT – pages 36 to 51
Human Rights
ESG REPORT – pages 36 to 51
Anti-Slavery and Human Trafficking Policy
Anti-Bribery & Corruption matters*
ESG REPORT – pages 36 to 51
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 36 to 51 and within our principal
risks on pages 54 to 68.
^The Group operates supplier code of practice which requires factories involved in the production of goods to obtain third party assurance over their internal practices in line with relevant regulatory
standards. This assurance is provided by third parties such as BSCI and SEDEX and reviewed by the Group.
34
FRASERS GROUP PLC
NON-FINANCIAL AND SUSTAINABILITY INFORMATION
WORKERS’ REPRESENTATIVE
REPORT
I have proudly served as the Workers’ Representative
and Workforce Director for six years—a role I continue to
consider a privilege.
Throughout my tenure, my relationships with both
the Executive and Non-Executive teams have grown
stronger, while my connection with Frasers Group
colleagues remains open and transparent.
I retain full oversight of the colleague welfare portal and
whistleblowing hotline providing every colleague with
a direct channel to raise concerns or queries. I operate
with complete transparency, sharing any insights from
the portal with the Board or, where appropriate, in line
with our whistleblowing policy.
My focus continues to be on colleague welfare, wellbeing
initiatives, and ensuring Frasers Group prioritises its
people in every decision.
As part of my role, I am committed to creating a culture
where every team member is recognised as a key part
of our journey, and their contributions are valued and
celebrated. By placing people at the centre of everything
we do, we cultivate a workplace where individuals feel
empowered, respected, and genuinely connected to our
shared vision.
Aligned with our remuneration strategy, I am in constant
dialogue with the Non-Executive and Executive teams
regarding how we can ensure our colleagues are fairly
rewarded and that we remain competitive in the market.
I regularly engage with key stakeholders, providing
insight to help elevate the welfare of everyone at
Frasers Group.
I look forward to the year ahead, working closely with
our Executive and Non-Executive teams.
WORKERS’ REPRESENTATIVE REPORT
FRASERS GROUP PLC
35
ESG REPORT
Environmental, Social and Governance (ESG) continues
to be a core focus for Frasers Group. We’re strengthening
how ESG is embedded across our operations —
grounded in better data, clearer expectations, and
deeper collaboration. Our purpose still drives our ESG
priorities: to elevate the lives of the many by building the
planet’s most admired and compelling brand ecosystem.
Throughout FY25, we made significant strides in sharing
our Products, People and Channels (PPC) framework
more widely across the business, engaging more teams,
functions, and partners in bringing it to life. Encouraging
shared ownership of our ESG priorities is creating
stronger alignment across the Group — laying the
groundwork for broader impact as we move forward.
As part of this progress, we’ve prioritised improving
transparency across our value chain — working closely
with our suppliers and manufacturing partners to build a
clearer picture of the materials and processes behind our
own-brand product manufacturing. This collaboration
has helped us align more closely on expectations,
particularly around information sharing, preferred
materials, and packaging practices. While this work
is still developing, it marks an important step towards
more responsible sourcing, better design decisions,
and a stronger foundation for long-term improvement
and impact.
We’ve also continued to bring our people together
through Frasers Fit and the launch of our new ‘Move,
Money, Mind’ structure — supporting the wellbeing of
our teams across physical, financial, and mental health
initiatives, and making wellbeing an integral part of how
we work and thrive together.
We know that real change takes time, and we’re
committed to continuing this work with transparency,
accountability, and ambition — through stronger
insights, closer partnerships, and a clear direction
for the future. This year, we plan to produce our first
sustainability report, providing further commentary on
the progress we’re making within our PPC framework.
FY25 Progress at a Glance
Products
This year we redefined how we collect information
on the products and packaging that we sell. We
created a new system to collaborate with our supply
partners to better understand the breakdown of
materials used in our products and packaging, as well
as understanding the processes used in making them.
We have been working with our partners to learn the
tool and collect data for our own brand products and
packaging, of which we have now collected 75% of
annual budgeted units by weight.
People
We launched Viva Engage, our new internal platform
designed to strengthen connection, enable two-way
communication, and create a space for sharing news,
recognising achievements, and promoting wellbeing.
Frasers Fit, our wellbeing programme, is helping
employees achieve their goals through three
key pillars:
Move — Encouraging physical activity through
inclusive fitness initiatives.
Mind — Supporting mental wellbeing via resources
and campaigns in partnership with Retail Trust.
Money — Providing tools and guidance to help
colleagues manage their financial wellbeing.
Channels
Complete review of our waste and recycling
processes and partners, to simplify our value chain
and maximise our recycling potential.
We continue to reduce our energy consumption in
stores, this year achieving 4.7% reduction against last
year in like-for-like stores in the UK and the Republic
of Ireland, and 9% reduction in the EU.
CFO and ESG Executive Sponsor
FY25 has been shaped by a complex mix of challenges.
From shifts in the global political and economic
landscape to changes in how and when customers
choose to shop, the retail environment has remained
dynamic and unpredictable. While these conditions have
had a measured impact, our long-term goals remain
firmly in place.
Across the business, we continue to operate with focus
and discipline. Our strategic mindset — Simplify.
Minimise. Optimise. — has helped us remain resilient,
make better decisions faster, and continue progressing
in the areas that matter most. This same mindset
guides how we deliver on our ESG commitments, with
meaningful progress being made year on year within our
Products, People, and Channels framework.
This year, we have strengthened the quality of our
own-brand product and packaging data and deepened
relationships with partners who share our values. At
the same time, we are reviewing material choices and
packaging processes to support more responsible
sourcing and distribution. Just as importantly, we’re
focused on supporting and developing our people,
ensuring our teams are equipped and engaged for
the future.
36
FRASERS GROUP PLC
ESG REPORT (INCLUDING TCFD)
There is always more to be done, but real progress is
being made. ESG is increasingly part of how we think
and act across commercial, strategic, and operational
decisions. Our sustainability team continues to lead and
educate the wider business on evolving standards and
regulatory demands, but the biggest progress comes
from this mindset being adopted across the Group.
As we look ahead, our ambition is to build a business
that recognises that success today means delivering
value in more ways than one. The conditions may not
always be easy, but our direction is clear. With focus and
commitment, we are confident in the progress we are
making and the future we are shaping.
Governance of ESG and the Framework
Our PPC framework is central to our ESG strategy.
Driven by our sustainability team and ESG Committee,
the team continues to work with various stakeholders
across the Group, establishing progression and how we
can further embed ESG into our Group strategy. The
framework is simple, and can be easily communicated
across the Group, to our partners, and other key
stakeholders. Within the Products, People and Channels
pillars are three focus areas:
ESG
Elevating Products, People and Channels
Transition Planning
Products
People
Channels
Circularity
Resources
Partnerships
Communities
Colleagues
Customers
Operations
Logistics
Distribution
Channels
ESG Governance Structure
We have Board level engagement on ESG, and an
Executive sponsor – our CFO.
Our CFO, Chief People Officer and Head of
Sustainability all sit on the ESG Committee which
guides the direction of the sustainability framework
and any arising topics.
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
54 to 56.
Our Head of Sustainability also chairs the Climate
Risk Steering Group which meets twice a year to
manage current or upcoming identified risks relating
to climate.
FRASERS GROUP PLC BOARD
FINANCE
PROPERTY
LOGISTICS
COMMERCIAL
SUPPLY
CHAIN
PEOPLE
COMPLIANCE & RISK GROUP
AUDIT COMMITTEE
CLIMATE RISK STEERING GROUP
ESG COMMITTEE
37
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
Greenhouse Gas Emissions and Energy
Consumption
Reporting period
1 May 2024 to 30 April 2025
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 2025, which is aligned with the financial
year of Frasers Group.
FY24 figures have been restated following
the conclusion of the Group’s ISO 14064
Part 1 2018 mandatory audit completed in
April 2025.
Emission factor data
source
DEFRA (BEIS) 2024 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
9.4% of the energy data (kWh) and 8.4% of
the emissions data (FY24: 8.0% of the energy
data (kWh) and 7.0% 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
FY25
FY24
Scope 1 CO2 emissions (tonnes)
33,577
40,165
Scope 2 CO2 emissions (market based)
(tonnes)
44,752
44,608
Scope 3 CO2 emissions (tonnes)
13,859
15,660
Total Scope 1, 2 and 3 emissions (tonnes)
92,188
100,433
CO2 emissions (tonnes) / £m turnover
18.7
18.9
56.0% (FY24: 53.7%) 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
FY25
FY24
Scope 1 consumption (kWh)
161,557,863
185,162,358
Scope 2 consumption (kWh)
251,658,353
272,915,875
Total Scope 1 and 2 consumptions (kWh)
413,216,216
458,078,233
The table below shows energy consumption for the UK
and UK offshore areas only:
Year
FY25
FY24
Scope 1 consumption (kWh)
147,051,827
165,925,974
Scope 2 consumption (kWh)
177,037,355
189,697,592
Total Scope 1 and 2 consumptions (kWh)
324,089,182
355,623,566
38
FRASERS GROUP PLC
ESG REPORT (INCLUDING TCFD)
TASK FORCE ON CLIMATE-
RELATED FINANCIAL
DISCLOSURES (TCFD)
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 6.6.6(8) 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.
Index of TCFD recommended disclosures
1. Governance
a) Describe the board’s oversight of climate-related risks
and opportunities
Page 39
b) Describe management’s role in assessing and
managing climate-related risks and opportunities
Page 40
2. Strategy
a) Describe the climate-related risks and opportunities
the organisation has identified over the short, medium,
and long term
Page 40
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy,
and financial planning
Page 42
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Page 44
3. Risk Management
a) Describe the organisation’s processes for identifying
and assessing climate-related risks
Page 45
b) Describe the organisation’s processes for managing
climate-related risks
Page 45
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management
Page 45
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 45
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
Page 45
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
Page 45
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. The Audit Committee receives
quarterly updates from the Compliance and Risk
Steering Group, of which the Audit Committee then
reports to the Board on these matters on a quarterly
basis. The Audit Committee are tasked with:
Review of the Group’s ESG risks and opportunities.
Monitoring progress of the Group’s climate-
related targets.
Reviewing the materiality of climate-related risk and
its impact on financial statements.
Monitoring adherence to externally applicable
sustainability codes and principles.
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.
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ESG REPORT (INCLUDING TCFD)
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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 into the quarterly Compliance and Risk Steering
Group, the ESG Committee and the Audit Committee.
Cross functional management monitor climate risk
through the functional risk registers owned by the
respective business risk owners, such as finance,
property, logistics, commercial trading, supply chain and
people.
Climate-related updates and progress from these groups
are passed on to the ESG committee by our Head of
Sustainability, to ensure progress and targets within the
Group’s wider sustainability strategy is aligned with that
of the Climate Risk Group’s.
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.
More information can be found on our risk management
framework on pages 54 to 68 and our approach to
sustainability on pages 36 to 46.
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 comprehensive 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 (2023-2028), Medium – 5 to 20 years (2028-2048),
and Long – more than 20 years (>2048). 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’ 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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FRASERS GROUP PLC
ESG REPORT (INCLUDING TCFD)
• Plant Based
Fibres
• Wool,
Silk Worm
Cocoons
Manufacture of:
• Textiles
• Rubber &
Plastic
• Wearing
Apparel
• Leather
• Land
Transportation
• Water
Transportation
• Warehouse
Sector
• Electricity,
transmission &
distribution
• Wholesale &
Retail Trade
1. Sourcing
2. Logistics
3. Retail
Value
Chain
Sectors
Raw Material
Sourcing
Warehousing
& Utilities
Manufacturing
Transportation
Retail / Sales
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.
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 Tax/Pricing Mechanisms) Carbon taxes and
other carbon-pricing mechanisms;
(Accounting Disclosures) Regulatory changes,
reporting obligations and increased stakeholder
concerns; and
(Consumer Expectation) Shifting consumer
preferences and supplier requirements.
We analysed these risks 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 continuing to impact over the medium to long term.
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ESG REPORT (INCLUDING TCFD)
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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; and
Exploring renewable energy options to prepare for a
transition to low carbon energy.
FY25 Developments
The 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. As a midpoint to this
timeline, this year the Group undertook an internal
quantitative analysis of the risks highlighted in the first
scenario analysis.
The Climate Risk Steering Group worked with the
sustainability department to quantify each of their
risks and opportunities, with a view to gaining a better
understanding how the risks have developed over time
and what the potential financial impacts could be.
Due to this analysis, some of the identified risks and
opportunities have now been consolidated.
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 could have on our business:
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ESG REPORT (INCLUDING TCFD)
Risk and Opportunity Summary
Risk/Opportunity
Type
Risk
Scenario
Risk description and potential impact
Mitigation
Physical Risk
Extreme
Weather
Events; 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.
The Group manages breadth of
range and cover of core products
as such that a few weeks of delay
in manufacturing or delivery has
minimal impact. The locations of
our partner’s factories are mainly
out of high risk areas, however due
to our regular engagement with
our supply partners, we keep up to
date with them on how weather
events affect their practices. Our
longstanding relationship with our
supplier partners means that they
can move manufacturing quickly
across different geographies.
Physical Risk
Extreme
Weather Events;
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.
The Group manages breadth of
range and cover of core products
as such that a few weeks of delay in
manufacturing has minimal impact.
Due to our regular engagement
with our supply partners, we
keep up to date with them on
how weather events affect their
practices, and whether extreme
heat has resulted in a halt in
operations. As such, no events of
this nature have occurred, however
if/when they do, the Group will track
occurrences. Our longstanding
relationship with our supplier
partners means that they can
move manufacturing quickly across
different geographies.
Transitional Risk
Cost to transition
to a low-carbon
economy
1.5 degree scenario
Energy & Logistics:
Increased costs, as low-carbon fuels and
technology tends to be more capital
intensive.
Increased capital expenditure, for
example to implement renewable energy
generation on Frasers Group sites.
We continue to explore options
for lower carbon energy solutions
that will benefit the business in the
short, medium and long term. This
year we have fitted our first solar
installation on our Hull Sports Direct
store.
Transitional Risk
Carbon
tax/pricing
mechanisms
1.5 degree scenario
Finance:
Increased cost base as a result of higher
carbon prices, felt directly or indirectly
across most activities in the sector.
We have calculated our past 3
years of scope 1, 2 and 3 carbon
footprint. We will use this, along
with horizon scanning future
regulations to monitor the effect
of this risk, whilst we continue to
develop our transition plan to
reduce our carbon impact.
Transitional Risk
Accounting
Disclosures
1.5 degree scenario
Legal:
Regulations are changing rapidly, adding
to existing reporting requirements or
changes in business functions
Insufficient transparency in our operations
could lead to litigation and reputational
risks.
We regularly engage with
external experts on upcoming
regulation changes and reporting
requirements.
We have regular communications
with our global teams to
understand and discuss regulation
changes.
Transitional Risk
Consumer
Expectation
In both a 1.5 degree and
4 degree scenario, with
a greater impact in a 1.5
degree scenario.
Commercial:
Increased consumer demand for highest
levels of low-carbon compliance and
greater transparency of operations.
We continue to work towards
our Preferred Materials and
Processes* strategy which helps our
design, sourcing and commercial
departments move to using our
identified Preferred Materials and
Processes.
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ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
Transitional Risk
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.
Commercial:
Increased costs and reduction in
profitability if supplier costs are passed
through as a result of fluctuating raw
material prices, carbon price rises etc.
Regulations on raw materials
Our commercial department
reviews common raw material
commodity prices regularly to
understand and plan changes.
Our sustainability department
works with our design teams and
supply partners to price products in
alternative materials.
We will continue to monitor
regulation changes that affect our
products.
Opportunity
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.
Finance:
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 developed
our plan to improve our
sustainability and climate-related
communications both internally
and externally.
(1)
* Preferred Materials and Processes are defined by our preferred materials strategy as options that reduce the energy consumption, emissions produced, or resources used compared to standard
materials or methods. More details on our preferred materials strategy will be disclosed in our sustainability report later in the year. Weight calculation is based on total weight of units that the
Group has budgeted to sell over the next year. Progress towards our preferred materials target is tracked when latest orders sent are using preferred materials and does not include planned
future changes.
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 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 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.
Of the 2 scenarios analysed the Group would have
greater exposure to transition risks in the 1.5°c scenario.
The Group manages breadth of range and cover of
core products as such that a few weeks of delay in
manufacturing or delivery has minimal impact, along as
having the ability to move production quickly, allows us
to manage physical risks.
For this reason, we are focusing action specifically
around the reduction in carbon emissions and improving
the visibility and quality of our carbon emissions data.
Our management team remain confident that the steps
that we are taking in result of these scenarios will ensure
that the Group remains resilient.
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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FRASERS GROUP PLC
ESG REPORT (INCLUDING TCFD)
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 identified and assessed
the climate-related risks that arose during our
climate scenario analysis is detailed in the Strategy
section above.
Our climate-related risks are managed through the
Group’s risk management framework. Existing and
upcoming climate-related risks are discussed and
monitored through the Risk and Compliance Group,
which ultimately feeds to the Audit Committee and the
Board. Any climate-related risks are identified, assessed
and managed in the same way as all risks to the Group.
Our overall risk management framework is set out on
pages 54 to 68.
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
We continue to integrate the identification, assessment
and management of climate-related risks into
our Group-wide ERM. This work is based on the
following principles:
Disaggregation
. Assessment of climate risks as
individual physical and transition risks, across our
regions and sites.
Cross-cutting
. Integration of climate risks into existing
processes, so they can be considered alongside our
other operational and business risks, including their
interaction with those risks.
Appetite
. Set an appropriate risk appetite for each
disaggregated risk.
Ownership
. Establish clear roles and responsibilities,
from the top down.
Escalation
. Escalation of risks to senior management,
if necessary.
Monitoring and evaluation
. Continuous monitoring,
evaluating and reporting across the business.
The Board has delegated its oversight of climate-related
risks to the Audit Committee, which reports to the Board
on these matters on a quarterly basis. Our Head of
Sustainability, who heads up our Climate Risk Group,
reports material climate-related risks into the quarterly
Compliance and Risk Steering Group, as well as the
Audit Committee and ESG Committee.
Climate-related risk is included within our ESG principal
risk which can be found on pages 36 to 51.
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 38. This year we worked with the Science
Based Target initiative to submit and approve our
Near-Term and Net Zero Science Based Targets.
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ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
Please see below our progress:
Target
Metric
Reasoning
Progress
Reduce absolute scope
1 and 2 GHG emissions
58.80% by FY2034 from a
FY2023 base year.
tCO2e increase/decrease
A reduction in carbon emissions strengthens the
company’s position in light of the introduction of
climate related regulation, and in the long term, if
undertaken by most businesses and governments
globally, can minimise physical risks.
27.4% reduction
(1)
Reduce scope 3 GHG
emissions 63.80% per
million GBP value added
by FY2034 from a FY2023
base year.
tCO2e increase/decrease
A reduction in carbon emissions strengthens the
company’s position in light of the introduction of
climate related regulation, and in the long term, if
undertaken by most businesses and governments
globally, can minimise physical risks.
1.2% reduction
(1)
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.
N
We have not yet reported to CDP. This year
we worked to build the data required for
disclosure.
50% of own brand
(2)
products by weight to
be made with ‘Preferred
Materials’
(3)
by 2030.
% of own brand products
in ‘Preferred Materials’
(3)
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.
7%
(1)
This percentage change is based on our initial data collection for our FY25 footprint. This data has been examined and used to calculate our carbon footprint by our external expert consultants,
however, due to the extensive data collection process, as well as developments in improving data quality and methodology of calculating our carbon footprint, this data has not yet been audited
to ISO14064 standard. This audit will take place in the first half of FY26 and the results, following this audit, will be presented it the Group Sustainability report later in the year. This may result in a
change in our emissions. All changes in emissions figures will be covered in our Sustainability report.
(2)
Own brand lines consisting of products that are designed and sourced in house. Excluding acquisitions such as Studio, Sportmaster, TwinSport, Amara, Gieves and Hawkes, Sofa.com, Game,
Sports Directory, Lovell, Missy Empire, Tessuti, Watch Shop, Topgrade & Get the Label and Antigua.
(3)
Preferred Materials and Processes are defined by our preferred materials strategy as options that reduce the energy consumption, emissions produced, or resources used compared to standard
materials or methods. More details on our preferred materials strategy will be disclosed in our sustainability report later in the year. Weight calculation is based on total weight of units that the
Group has budgeted to sell over the next year. Progress towards our preferred materials target is tracked when latest orders sent are using preferred materials and does not include planned
future changes.
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COLLEAGUES – OUR
COMPETITIVE ADVANTAGE
What it means
Our colleagues continue to be central to everything that
we do and in FY25, their contribution has been pivotal
to our results and achievements. We have continued
to evolve our People offering this year, investing in key
areas to support our goal of creating the best team on
the planet.
Why it matters
Re-thinking Retail does not come from standing still.
Our culture has always been focussed on progress and
improvement in every aspect of what we do. Creating
an environment where our teams feel excited and
motivated to continually take on this challenge means
that we are consistently and quickly able to navigate
the challenges that present themselves and ensure we
achieve our objectives. This year especially, our people,
underpinned by our culture, enabled us to deliver against
our goals in what have, at times, been heavy headwinds
and volatility presented by the global economic and
political landscape.
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
Our values continue to underpin everything that
we do, and are integrated into our processes, tools
and programmes across recruitment, onboarding,
recognition, performance, learning and leadership to
make sure that they are completely ingrained.
Our Strategic Mindsets continue to provide guidance to
all Frasers Group colleagues on the focus and mindset
that will support both their own and the wider Group’s
success. They have been a particular area focus in FY25,
acting as the challenge to and measure of the work that
our teams have undertaken.
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.
Attraction
Attracting the best talent remains a key objective and
while we continue to operate in a challenging talent
market, this year has seen strong performance. The
key to this has been our ability to proactively identify
external talent, assess their alignment and fit with our
culture and create an experience that leads them to join
Frasers Group. This year, we have actively upskilled and
empowered our Talent team to enhance our marketing
and social media presence to better communicate our
Employer Value Proposition (EVP) to potential talent.
We have also built our capability to directly source
candidates, reducing our use of external recruitment
agencies. This approach improved our ability to deliver
the right talent quickly into the business and reduced
our cost to hire and time to hire measures for a third
consecutive year.
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 3,000 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,
and we are delighted to have achieved a reduction
on our UK salaried workforce turnover to 25%. 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 92% (FY24: 91%). Our Assistant Manager
stability increased to 90% (FY24: 87%) and our Footwear
Manager stability also increased to 93% (FY24: 85%).
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ESG REPORT (INCLUDING TCFD)
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Development
This year, we accelerated our commitment to developing
talent across Frasers Group – sharpening leadership at
every level, deepening retail capability, and increasing
our focus on digital, accessible, and scalable learning to
meet the needs of a fast-evolving business.
Our Leadership Academy entered its third year with
real momentum and is now firmly established as a core
development platform for our managers. Over 65% of
people managers have engaged with its content and
courses, helping build leadership capability across all
areas of the Group.
We also launched our Retail Academy – a digital-first
learning platform designed to give every retail colleague
the skills and knowledge to succeed. It’s helping to
embed consistent standards and clear progression
pathways. Within this, 72 colleagues graduated from
our Team Leader Programmes with ILM Level 3 or
4 qualifications, and our Senior Retail Designate
programme continued to prepare top-performing store
managers for the step into area leadership.
Wellbeing
Based on feedback from our colleagues, we continued
to develop our Frasers Fit wellbeing programme.
Built around three pillars: Move, Money and Mind, the
initiative is powered by the Frasers Fit app, which gives
colleagues free access to fitness resources, guided
workouts and challenges to help them stay active and
motivated. Our Move in March campaign saw a number
of colleagues share their fitness achievements across
the Group.
Our partnership with Hyrox also allowed access to
colleagues to compete in events all around the world.
We also enhanced our Money wellbeing offering by
launching access to Lifetime, a service offering bespoke
financial advice and support to our colleagues and their
families through our continued partnership with the
Retail Trust.
We were also proud this year to take a leading role as a
key partner of the Retail Trust’s Respect Retail campaign,
to highlight the unacceptable levels of abuse that front
line retail workers are exposed to everyday. We believe
that everyone who works in retail deserves to come to
work without fear of hostility and abuse and will actively
continue our work to prevent it in the future.
Communication
A cornerstone of creating the environment and culture
that we aspire to is helping the people who work for our
business, in shops, warehouses and offices all around the
world feel connected to what is happening across the
Group. As a multisite, global organisation, this continues
to be a challenge and an important area of focus. In
today’s multi-media, multi-device world, creating a clear,
simplified and optimised approach is essential to allow
people to access the communications and content they
need to perform at their best, to feel connected and to
develop themselves and their careers.
This year we launched a new platform to connect every
colleague to the things that are happening across the
group, from updates around our elevation, vision and
purpose to recognition and career stories. It also enables
colleagues to engage with each other, celebrate success
and share updates and ideas, bringing our people closer
together and helping to make our communication truly
two way.
The introduction of this new platform has enabled the
launch of our “Work, Connect, Learn” channel strategy
to simplify our communication for our colleagues and
help them to understand what our key communication
platforms are and what they can expect from each
of them.
Diversity and Inclusion
Frasers Group continues to be a global community of
diverse and talented people. We embrace and celebrate
uniqueness, valuing each colleague’s contribution as the
key to their progress. Through the behaviours set out in
our core values, we empower individuality, promoting
diversity and inclusion across our sports, fashion, and
lifestyle brands. 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 company 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 focus on promoting diversity across our teams. 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 maintained
the percentage of female directors in the business at
33%. This year, we have introduced a new reporting
category to help us better illustrate our management
population. For FY25, 29% of our senior managers
48
FRASERS GROUP PLC
ESG REPORT (INCLUDING TCFD)
and 35% of our manager population were female. 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
29%
71%
Managers
35%
65%
Other employees
54%
46%
UNDERSTANDING THE
GENDER PAY GAP
Our UK Gender Pay Gap Report 2024 provides an overall
business summary for all UK employees and engaged
workers in the Frasers Group, including the ten entities
within the Group which employ more than 250 people.
Frasers Group had a Gender Pay Gap of 2.1% in 2024,
compared to 3% in 2023. This year, we have included
all bonus elements that our colleagues across the
group receive, ensuring that our pay gap reflects the full
scope of additional pay incentives that our teams have
access to.
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, and 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.
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. Our work in
prior years to align our goal and objective setting from
Group to individual level has been critical to our positive
performance this year. Our talent review programme has
maintained its success of retaining our top talent, with
85% retention of this group over the year.
We have also adapted our performance management
process, evolving our colleague reviews from a once a
year mandatory review to a more regular and ongoing
review process that enables managers and individuals
the flexibility to manage this process in the most suitable
way for them.
We continued to strengthen our Elevation programme,
welcoming 40 high potential colleagues across six head
office programmes, investing in future talent across our
Commercial, Digital Marketing, E-comm, Finance and
Analytics functions. We have achieved a 92% retention
rate from this cohort, a testament to the continuing
improvements we have made to these programmes to
fuel the future capability and leadership we will need to
continue our success in the future.
Remuneration and Reward
We continue to foster a reward-based culture that
enables our colleagues to share in the Group’s success.
Throughout FY25 we paid out over £29m in commission
and bonus schemes that operate across the Group. In
the UK, our policy is to pay in excess of the National
Minimum Wage. We have maintained this differential
and remain committed to our commission and bonus
schemes despite the additional cost pressures that have
been placed on organisations through the increases in
national insurance contributions this year.
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.
49
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
Health & Safety Overview
We also continue to strengthen our Health, Safety, and
Welfare programme in support of business growth and
operational excellence. Over the past year, our Health &
Safety teams have enhanced training, simplified policies,
and improved procedures across distribution, office,
warehouse, and retail operations.
Key developments include:
Team Expansion & Expertise
: Increased resources
and training have improved consistency and support
across UK and EU operations, with a focus on digital,
automation and warehouse safety.
Facilities Management System (ARMS)
: A digital
platform now supports accident reporting and data
currently trailing in UK – analysis to prevent/risk manage
future incidents.
Training & Collaboration
: Enhanced eLearning for retail
staff and specialist qualifications (e.g., NEBOSH, Fire Risk
Assessment) for regional safety officers.
Fire Safety
: Streamlined Fire Risk Assessments, including
digital remote reviews for UK now being utilised in EU for
consistency and improved action management.
Health & Safety App
: Fully rolled out in all UK/IRE stores
for Bi-monthly equipment safety checks, plans to roll out
and utilise across EU countries and warehouse FY26
We’ve maintained regular meetings with local authorities
at the Shirebrook HO/DC site, with positive feedback
and no enforcement actions or prosecutions in the past
12 months, including over 90 visits to retail stores in the
UK and Ireland.
Accident/Incident Metrics (FY25):
RIDDOR Incidents
: 10 reported (down from 12
in FY24).
Accident Rate
: FY24 = 4.1 per 100,000 hours worked –
FY25 down to 3.5 per 100,000 hours worked
Public Accidents
: FY24 = 5.3 per £10m store turnover
– FY25 down to 4.6 per £10m turnover
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 email 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
.
50
FRASERS GROUP PLC
ESG REPORT (INCLUDING TCFD)
Communities
Monster Kickabout
In July 2020 we first partnered with Nike for our Monster
Kickabout, a nationwide Primary School football
initiative designed to bring access to football for all
children, with free resources and football equipment
provided to help teachers host a week of football fun.
In its fourth year, Monster Kickabout was bigger than
ever, with two major activations supporting Youth Sport
Trust’s ‘National School Sports Week’ in June, and the
new school year in November, along with an in-store
event in our Manchester Arndale store.
Monster Kickabout Autumn 2024
Monster Kickabout returned for the new school year
in November 2024, supported by John Stones, Lucy
Bronze, Ella Toone, and Morgan Gibbs-White. Over 4000
teachers registered to take part, with 3000 free football
equipment packs provided to schools, worth £264k, and
up to 700 unique ‘Monster kickabout Football Shirts’
provided to students.
Youth Sport Trust
This was the second year that Sports Direct have
powered Youth Sport Trust’s ‘National School Sports
Week’, using Monster Kickabout as the vehicle to provide
free equipment and resources to schools, combining
football with other sports to bring a mash-up of new
physical activities for students to try. The aim was to
support all children to get active for 60 minutes a day, of
PE, sport and play.
We were able to provide over 2000 schools with free
equipment worth over £315k, with nearly 4400 (4387)
schools registered and taking part, reaching up to
790,000 young people.
The event was supported by a number of athletes,
including Montell Douglas, Tim Prendergast, Jenna
Downing, Ayaz Bhuta, Ama Agbeze, Michael Gunning,
Steve Frew, Hannah Beharry and Alistair Patrick-
Heselton.
51
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
SECTION 172 STATEMENT
The Board confirms that, during FY25, 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 71 to 78 and our report on stakeholder
engagement during the year is on pages 73 to 74.
A. The likely consequences of any decision in the
long term
When making key strategic decisions, the Board takes
into consideration the strategy, purpose, values and
culture of the Group. The Board is focused on the
sustainability of the Group and mindful of the impact
the decisions may have on this objective. For each
matter, it also considers the likely consequences of any
decision in the long term, identifying stakeholders who
may be affected and carefully considering their interests
and any potential impact part of the decision-making
process may have. During the year, the Board has
made decisions based on board papers, presentations
from senior executives, information documents and
discussions with external advisors and reports from both
internal and external specialists.
Principal Decisions/Steps:
The Board continued to be acquisitive throughout the
year. The acquisition of Twinsport in the Netherlands
increased the Group’s international footprint, whilst the
acquisitions of the trade and assets of the “Coggles”,
“MyBag” and “Allsole” websites from THG plc, and
trade and assets of fashion retailor Galleries (Fashion)
Limited continued the Group’s consolidation of its
leading position in the UK luxury market. In addition,
the acquisition of the trade and assets of ROKO Health
Clubs Limited allows for the expansion of Everlast gyms
into new locations and the roll out of more premium
gym facilities. The Group also completed the acquisition
of South African sports retailer Holdsport in May 2025,
which will form a key component of the Group’s growth
plans in Africa going forwards.
During the year the Group disposed of the non-core,
low margin Game Spain business allowing it to focus on
international growth in Sports retail. A small number of
other non-core business were also disposed of during the
current year.
The Group has also made further substantial strategic
investments, particularly in HUGO BOSS as the
Group continues to explore opportunities to expand
commercial relationships and further develop the
Group’s ecosystem.
Significant acquisitions of retail property were also
made during the year, including Doncaster’s Frenchgate,
Exeter’s Princesshay, Maidstone’s Fremlin Walk, and
Affinity outlets. These acquisitions unlock occupational
demand for our retail business whilst delivering
strong property returns that can be recycled at the
appropriate time.
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.
Following the successful launch of Retail Reconnect last
year, we have responded to a number of the insights
gained and started to build closer, more collaborative
relationships throughout the business. This initiative ran
again in FY25 and was widely welcomed by both head
office and shop floor staff.
We have also built on the successful launch of our
Frasers Fit initiative. This uses the skills and experience
of our Everlast Gyms Team to provide structured
content and motivation relating to physical wellbeing to
supplement the mental and financial provided by our
partners at the Retail Trust.
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.
52
FRASERS GROUP PLC
SECTION 172 STATEMENT
Principal Decisions/Steps:
The roll out of Frasers Plus, the Group’s credit payment
account and rewards product, continued throughout
the year. By the end of the FY25, it was available as a
payment option on the majority of the Group’s facias, as
well as being a payment option for customers shopping
at a number of third party retailers.
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 in FY24 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. By the end of FY25 the vast
majority of suppliers had transitioned to this portal.
D. The impact of the Company’s operations on the
community and the environment
The ESG report on page 36 details the initiatives we
have undertaken in sustainability and the community.
Principal Decisions/Steps:
Energy consumption is monitored across the majority
of our UK stores to ensure they are operating
efficiently and to keep energy consumption to the
operating minimum.
We continue with our upgrade to LED lighting across
our estate, with over 94% of the United Kingdom and
the Republic of Ireland fitted with LEDs.
We 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 (including but not limited to FCA regulation,
GDPR/Data protection, Health and Safety, IP Rights,
Listing Rules and Trading Standards) as an ongoing
priority, and we have a programme of continuous review
looking at changes to legislation, best practice, and
ensuring compliance with the corporate governance
landscape. We also have an active horizon scanning
programme to ensure we are aware of possible changes
to allow us to react in a timely and effective manner.
F. The need to act fairly as between members of
the Company
All shareholders of the Company hold ordinary shares
which carry 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 road shows, 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 require a majority
of the independent shareholders vote to pass. 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.
53
SECTION 172 STATEMENT
FRASERS GROUP PLC
PRINCIPAL RISKS AND
UNCERTAINTIES
Managing Our Risks
We are focused on conducting our business responsibly,
safely and legally, while making risk informed decisions
when responding to opportunities and threats that
present themselves.
We have continued the evolution of our risk
management approach to improve governance and
operations in line with the risk appetite set by the Board.
We are currently progressing through a structured
readiness programme in anticipation of the new
requirements under Provision 29 of the UK Corporate
Governance Code. Our aim is to be fully prepared to
provide a robust, evidence-based declaration of control
effectiveness in line with the requirements for accounting
periods beginning on or after 1 January 2026.
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.
RISK MANAGEMENT FRAMEWORK
Board
Audit Committee
Exec Sub-Committees
Compliance & Risk Group
Functional & Leadership Teams
First line
Second line
Third line
Management
Compliance & other
assurance functions
Internal Audit
RISK
CONTROLS
ASSURANCE
includes structure,
appetite & evaluation
MONITORING
& ASSURANCE
COMMUNICATION
& TRAINING
PROCEDURES,
STANDARDS
& GUIDANCE
GROUP
POLICIES
RISK
GOVERNANCE
Operational teams and Functional level risks
54
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
Risk Identification
We have continued to identify and assess both our
principal and functional risks with management which
has enabled us to further develop our risk management
framework.
Emerging Risks
Our risk review process includes the identification of
emerging risks. This is actioned through our Compliance
& Risk Group, where risk owners are challenged to
consider emerging risks and future regulatory changes
to ensure we have potential mitigations in place to
enable us to consider these and their potential impacts
to the Group.
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 several assurance functions that provide
second line monitoring and controls assessment e.g.
Health & Safety, Digital risk, Information Security, Loss
Prevention and Retail Support.
Our Group Internal Audit function provides independent
assurance that controls are working effectively and
reports its findings to management and the Audit
Committee as per an agreed annual audit plan.
Climate Risk
Climate and sustainability risks have remained an
integral part of our commitment to ESG and our
business operations and is included within our ESG
principal risk.
We continue to closely monitor the risks and impacts
of climate change for the Group and our commitment
to achieving our targets, as disclosed within our TCFD
report. We have a Climate Risk Steering Group which
further drives initiatives and engagement across the
wider supply chain and reports through to the Board.
Further details of our TCFD disclosures are found on
pages 39 to 46.
Principal Risks and Uncertainties
These are defined as our most significant risks that
could affect our strategic ambitions, future performance,
viability and/or reputation.
We have 12 principal risks and during the year, there was
a comprehensive review undertaken resulting in previous
risks now being combined with other headings i.e.
Governance and Regulatory and Group Entities, Mergers
and Acquisitions.
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.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
55
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
56
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
PRINCIPAL RISKS
Strategy
The Group continues to deliver its elevation strategy, which focuses on the brands we sell, our digital offering and our
physical stores. Our vision is to provide consumers with access to the World’s best sports, premium and luxury brands
by providing a World leading retail eco-system.
We continue to deliver well against all aspects of our strategy, and the on-going support of our key partners and
investors to our strategy has enabled this risk to remain unchanged over the past 12 months.
Risk trend 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.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
57
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 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.
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.
58
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
Global Macro-economic Conditions or Political Events
The current geo-political events 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.
We have increased this risk vs. the previous year levels based on the continuing cost pressures that have been well
publicised following the Budget, impacting future consumer spending plans, and cost increases within employment,
supply chain and on energy.
The on-going geo-political events including the conflicts in Ukraine and the Middle East as well as the continued
impacts of cost increases in energy, supply chain issues on the Red Sea and potential squeezes on consumer
spending power are areas for constant review. We also considered the potential impact of tariffs proposed by the US
government (and others in retaliation) and concluded that the impact would not be material for the Group.
Risk trend links to
strategy
Risk
Controls and Mitigations
1
2
3
4
Failure to anticipate, evaluate or appropriately respond
to external events, or broader global/macro-economic
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.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
59
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 bank financing facility to July 2028.
Credit risk primarily arises from amounts advanced to customers by Frasers Group Financial Services to facilitate
purchases via the Frasers Plus consumer credit products. Frasers Group is also exposed to credit risk through our
Wholesale and Licencing 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 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.
Under sold put or call options, the Group receives
a premium in exchange for giving a counterparty
the right to sell or buy a set number of shares to the
Group at a pre-agreed strike price. In practice, for put
options, if the market price of the relevant equity falls
below the strike price by the time the option expires,
the counterparty will exercise the option, leading to a
cash outflow.
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 recently completed the refinancing of its combined term
loan and revolving credit facility, which now has total commitments
of £3 billion. This facility has a three-year tenor with two one-year
extension options. We continue to foster good relationships with
the banks in the syndicate whilst also engaging prospective new
lenders who may be willing to participate in the accordion element of
the facility.
Funding of consumer credit receivables is largely funded via a
securitisation facility provided by HSBC and NatWest, under which
new drawings can presently be made until December 2026.
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 the 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 helped mitigate the
increases seen in the last few years. 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.
For options, the Group can pay a premium to close out some or all of
its open options to mitigate the liquidity risk, as well as selling down
some or all of the shares acquired via options in the open market.
Other methods to mitigate the liquidity risk include spreading the
maturity of options, the use of put spreads, and stop loss orders to
close out options at a set level.
Collateral arrangements are constantly monitored and stress tested
by a qualified team.
See Note 3 to the Financial Statements for further detail on financial risk management.
60
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
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 roll-out of our new Frasers Plus payment solution,
allows our customers to control how they spend and repay with an integrated loyalty program.
We continue to strengthen our elevation through our new concept stores and flagship multi-fascia offerings.
Risk trend 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 roll-out 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.
Introduced a new Customer Membership Program, offering exclusive
benefits to customers, whilst allowing enhanced data capture
to activate more personalised strategies, greater loyalty and
customer value.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
61
Governance and Regulatory Compliance
The governance and regulatory landscape in which we operate is constantly changing. Our commitment to delivering
robustly on our obligations is central to our mindset, culture and values. We continue to remain focused on our
controls and reporting within this area.
Risk trend links to
strategy
Risk
Controls and Mitigations
4
An action or incident may occur which results in
allegations of a regulatory breach, and which may
impact our business financially, commercially or
reputationally and/or may result in legal challenge
(including the potential for litigation).
Our experienced and qualified in-house legal, company secretarial
and data team provides core services and advice as well as oversight
of new and emerging legislative and regulatory requirements.
External advisors provide additional services and training in specialist
areas, as required by the business and legal team.
Key legislative and regulatory compliance risk areas are prioritised,
(including but not limited to), FCA regulation, GDPR/Data protection,
Health and Safety, IP Rights, Trading Standards and consumer rights.
We have an ongoing programme of continuous review looking at
changes to legislation, regulatory guidance, and developments within
the wider retail environment.
The in-house team is a key contributor and advisor to the Compliance
& Risk Group.
The in-house 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.
Automated controls are in place to manage exposure of the Group
through its contractual arrangements.
62
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
Technology Capability and Infrastructure Renewal
We operate in a competitive and challenging customer-focused market. Our systems need to be built with Customer
Experience being at the forefront, supporting an end-to-end supply chain logistics service. Technology is constantly
evolving and managing change and transformation in this environment is a key focus.
We have continued to invest 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. We
are also investing in our AI capabilities and exploring ways in which AI can be utilised by the Group.
Risk trend 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.
Continued 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.
Collaboration with trusted partners to enhance our in-house
capabilities and assist with our infrastructure renewal strategy.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
63
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.
In light of recent high profile cyber-attacks, we have increased our cyber-security resilience testing.
Risk trend links to
strategy
Risk
Controls and Mitigations
2
3
4
A cyber-attack may result in data loss and/or denial of
service, impacting our business financially through fines
and penalties or lost trade, as well as our reputation
and our ability to operate.
Failure to adequately protect our processes and the
data we hold may result in legal or regulatory breach,
loss of trust and financial loss.
Strategies and policies in place to support IT security posture are
reviewed and enhanced on an annual basis.
We continue to work with our trusted 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 in place to
support effective monitoring and reporting are assessed, ensuring they
are fit for purpose and scalable.
We have enhanced our information security capabilities and
strengthened our second-line monitoring to a 24/7 alerting service,
using partners where applicable.
We perform annual external assessments against our environment to
assess our cyber posture. We also perform penetration testing against
any key projects or major changes to our infrastructure across Group.
Strengthening our data protection mandate, enhancing our policies
and procedures and ongoing internal training help to mitigate data
protection and privacy risks and support delivery of our change and
transformation programme.
We have an ongoing programme of security and privacy monitoring
across our Group, and invested in tooling to support with breach
notifications should they occur.
Our in-house Legal team supports second-line monitoring and
reporting of legislative compliance.
We make ongoing investments in data protection training and
communications targeted to the business area (and local legislative
equivalents in our oversees operations).
We routinely action and retain Data Protection Impact Assessments
and perform Records of Processing activities across all key functions
across the Group.
64
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
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 continued to invest in learning and development programs to support internal progress and colleague
retention, however we continue to remain cautious of the risks in the national labour market and in the retail sector as
a whole.
Risk trend 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 performance management 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.
Our core principles and colleague value proposition, continues to
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 continue to invest 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.
We have relaunched our group intranet to support 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 continued to improve
CEO awareness and engagement.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
65
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. The development
of a clear ESG strategy and achievement of our climate targets has allowed us to reduce this risk during the period,
although we continue to focus on regulatory changes within this area.
Risk trend 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 3 pillars to our strategy, namely;
Products, People and Channels, which we use to ensure focus for
the Group.
Targets have been agreed with the Science Based Target
Initiative, whilst 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.
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 6 months. Any
updates are reported to the Compliance and Risk Group, which further
drives initiatives and engagement across the wider supply chain.
66
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
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 prime developments and flagship locations 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 have enabled the risk to remain unchanged vs. the prior period.
Risk trend 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 from
various factors.
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 in certain
markets and the number of tenants active in larger spaces reduce, 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 adapt quickly to changing retail pitches, economic
environments and allowing for re-basing of rents or re-gearing and
renewing of leases where beneficial on timing.
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 CEO & CFO. The group is targeting assets that are dominant
within their catchments and where preferable, deliver occupational
opportunities or supply for Frasers fascias.
Mitigation of tenant risk of failure or exiting schemes is also supported
by our own group fascias where possible.
The market dynamics no longer support the construction or delivery
of retail space and therefore the risk of increasing supply is limited in
markets, providing further resilience to our assets.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
67
Group Entities, Mergers & Acquisitions
Our Group is complex and extensive and includes oversight of our non-integrated subsidiaries, third-party and
extended enterprise partners and suppliers.
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.
Risk trend 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.
Ongoing financial oversight and operational management of
subsidiaries and group alignment for non-integrated entities.
The Group Internal Audit team continues to provide third line
monitoring to support the broader internal controls framework across
the Group.
The Strategic Report was approved by the Board on 16 July 2025, and signed on its behalf by:
CHRIS WOOTTON
Chief Financial Officer
16 July 2025
68
FRASERS GROUP PLC
PRINCIPAL RISKS AND UNCERTAINTIES
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 2028. This period is covered by the
Group’s combined term loan and revolving credit
facility, both of which have been recently refinanced
and now run to July 2028. 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 or
Political Events
We have:
taken into consideration the impact of the current
macro-economic and geopolitical uncertainty on:
sales and margin in relation to both store and
online revenue; and
• overhead costs.
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;
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
considered the impact of a material increase in
borrowing costs.
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 pre-IFRS 16 EBITDA
ratios) and or for the Group to not have sufficient
liquidity headroom under its existing financing facilities.
VIABILITY STATEMENT
FRASERS GROUP PLC
69
These scenarios, the occurrence of which are deemed to
be highly remote, include:
Scenario 1:
The Group’s operations as a whole are impacted by
a material and unexpected reduction in demand, 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 revenue for FY26, FY27
and FY28 worsen by 0.5 times more than the base
case reduction.
Scenario 2:
Our supply chain continues to be affected across the
Group by the impact of Brexit and uncertainty in the
Middle East with logistics costs significantly increased
for both us 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
0.5 times more than the base case reduction across
the Group.
across the Group, operating costs grow by 50% vs.
the base case assumption.
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, causing
a significant proportion of the Group’s open option
positions to exercise.
Assumptions:
the share price of strategic investments decreases
by 25%. This causes our open put options to exercise
resulting in additional shares being purchased.
accelerated payment of provisions to £100m in FY26.
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 adverse impact of the above
scenarios and, through the use of the mitigating actions
described below, continue to operate within its financing
facilities and covenants.
On 2 July 2025 the Group refinanced its existing
borrowings and entered into a combined term loan and
revolving credit facility (“RCF”) of £3 billion for a period of
three years, with the possibility to extend this by a further
two years.
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.
If required, management has identified 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 2028.
The Viability Statement was approved by the Board on
16 July 2025, and signed on its behalf by:
Chris Wootton
Chief Financial Officer
16 July 2025
70
FRASERS GROUP PLC
VIABILITY STATEMENT
CORPORATE GOVERNANCE
REPORT
Chair’s Introduction
On behalf of the Board, I am pleased to present our
Corporate Governance Report for the period ended
27 April 2025. 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.
A number of new directors joined the Board in 2024,
and we are greatly benefiting from the diversity of skills
and experience they bring. Although Ger Wright left her
role as Managing Director – Sport in November 2024,
she agreed to remain on the Board as a Non-Executive
Director, allowing us to continue to benefit from her
knowledge and experience.
Last year, we conducted an external evaluation of the
Board and its committees and we have been working
hard to implement a number of the recommendations in
the conclusions of that report, which are an integral part
of our Elevation Strategy.
The Board and its committees continue to monitor
developments in governance and, whilst we are not
required to report on compliance with the 2024 UK
Corporate Governance Code (the “2024 Code”) until next
year, we have had regard for the 2024 Code and aim to
take the changes into consideration wherever possible.
Further information regarding our compliance with
the Code can be found in our Corporate Governance
Statement at page 72.
We have continued our efforts to work on improving our
environmental impact and sustainability has remained
a key focus point for the Group during FY25, and further
details on this can be found in our ESG report at pages
36 to 51.
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 FY25 financial year. The
TCFD report is at pages 39 to 46.
David Daly
Non-Executive Chair of the Board
16 July 2025
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
71
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 27 April 2025. 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 105 to 110 and in the Nomination Committee
Report on pages 82 to 84.
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 27
April 2025. 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 until the breach was
remedied on 3 Jun 2024 with the appointment of
Sir Jon Thompson as a Non-Executive Director. As
David Brayshaw did not stand for re-election at
the AGM on 18 September, the Company again
became non-compliant on that date. The Nomination
Committee is seeking to address this issue, and further
details are provided on pages 82 to 84.
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
16 to 19.
Business Model
Further information on the Group’s business model and
strategy can be found in the Strategic Report on pages
14 to 15.
Culture
The Board receives workforce updates at all scheduled
Board meetings from Cally Price, the Group’s Workforce
Non-executive Director, which ensures that the views of
colleagues are considered at Board level and are used to
inform the debate concerning colleague related issues.
The Group People Director regularly attends Board
and Remuneration Committee meetings to provide
updates on colleague related matters, including staff
retention rates and claims made against the Group. The
Remuneration Committee also considers and comments
on executive succession planning strategy.
Disciplinary and grievance procedure KPIs are regularly
presented to the Board for review and consideration.
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. Following the successful
launch of Retail Reconnect last year, we have responded
to a number of the insights gained and started to build
closer, more collaborative relationships throughout the
business. This initiative ran again in FY25 and was widely
welcomed by both head office and shop floor staff.
Further information on the Group’s culture and our
approach to investing and rewarding the workforce can
be found on pages 47 to 50.
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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 FY25, 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 regional manager.
The principal decisions in relation to each of our
stakeholders is contained in the s.172 statement on
pages 52 to 53.
Employees
Please see the Directors’ report for details of employee
engagement on pages 105 to 110.
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 and with our Investor Relations Director, as
well as meetings with the Chair and Senior Independent
Non-Executive Director 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 Group’s strategy, and approach to property
investments.
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 internal 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 FY25 to
transition to more ethical and sustainable practices
whilst still providing value for money and high-quality
goods and services.
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.
The growth of Frasers Plus, our FCA regulated credit
payment account and rewards product, and its rollout
to be available as a payment method for customers of
retailers outside our Group, has led to a strengthening of
our internal dedicated financial regulatory compliance
team. This team monitors our compliance with all relevant
regulatory requirement and advises on changes necessary
to respond to developments in the regulatory landscape.
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
73
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
are regularly updated on these activities, the Group’s
financial headroom, maturity schedules for the Group’s
credit facilities and future financing plans by the CFO at
Board meetings.
The Group recently completed the refinancing of its
combined term loan and revolving credit facility, which
now has total commitments of £3 billion. This facility has
a three-year tenor with two one-year extension options.
Community
Details of our engagement with the community can be
found in our ESG report on pages 36 to 51.
Workforce Concerns
Workforce concerns regarding the business and
its operations are taken seriously and there are a
number of 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 contact
our dedicated whistleblowing e-mail 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
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.
During the year, we have built on the successful launch
of our Frasers Fit initiative. This uses the skills and
experience of our Everlast Gyms Team to provide
structured content and motivation relating to physical
wellbeing to supplement the mental and financial
provided by our partners at 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 reviewed
its suite of policies and updated them as necessary
to strengthen our current internal controls. These are
available to all head office colleagues on the Frasers
Intranet site, and relevant training is provided though our
L&D department.
The Internal Audit team has drafted an audit timetable
for the FY26 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
96 to 104.
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FRASERS GROUP PLC
75
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 www.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 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 our 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 Non-Executive Directors (four
of whom were considered to be independent on
appointment), as well as a Non-Executive Chair of the
Board, a Non-Executive Workforce Director, and three
Executive Directors. Two Non-Executive directors are not
considered to be independent as they either are, or were
recently, employed by the Group. For further information,
see pages 79 to 81.
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
www.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.
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. An external Board performance
review was conducted in FY24, and the Board are
developing processes to implement a number of the
recommendations made by the reviewer. It is anticipated
that this will lead to a further strengthening of our
Governance Framework. For FY25 it was decided that an
internal evaluation of Board performance was appropriate.
Each director evaluated the performance of the Board,
and each of the committees on which they sat, over a
number of data points. The results were summarised by
the Company Secretary and discussed by the Board.
Individual evaluations of each director were undertaken
by the Chair or the Senior Independent Director. This
encompassed a review of performance and a discussion
on areas where their skills and knowledge could be
enhanced to be better equipped for their role. To assist
this process, a skills matrix questionnaire was completed
by each director which has also been used by the
Nomination Committee as part of their consideration of
new director appointments.
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 4 scheduled and 9 unscheduled Board meetings.
Remuneration
Committee
Remuneration policy
Remuneration
schemes
Service contracts for
senior executives
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
Key Board Responsibilities
Approving budgets
Setting the Group’s values and standards
Approving strategic aims and objectives
Approving acquisitions and disposals
Approving the appointment or
removal of Board members
Approving foreign exchange
and commodities transactions
above a material level
Approving strategic investments
above a material level
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FRASERS GROUP PLC
77
Appointment Documentation
Details of Executive Directors’ service contracts,
and of the Chair’s and the Non-executive Directors’
appointment letters, are given on page 93.
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 providing 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 FY25, 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; and
• strategic investments.
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 FY25, dealing with
the annual cycle of activity planned in advance of the
year (4) and other matters arising during its course (9).
The table below shows the attendance at Board and
Committee meetings during FY25, 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 FY25, the unscheduled meetings called
mostly related to proposed strategic investments and
acquisitions.
Board Meetings
Scheduled
Board Meetings
Unscheduled
Audit Committee
Meetings
Remuneration
Committee Meetings
Nomination
Committee Meetings
Michael Murray
3/4
8/9
-
-
-
David Brayshaw
(1)
1/1
3/4
1/1
1/1
-
David Daly
4/4
9/9
3/3
3/3
2/2
Nicola Frampton
4/4
9/9
3/3
3/3
1/2
Richard Bottomley
4/4
6/9
3/3
-
1/2
Cally Price
4/4
9/9
-
3/3
2/2
Chris Wootton
4/4
9/9
3/3
-
-
Helen Wright
4/4
6/9
2/3
3/3
2/2
David Al-Mudallal
4/4
9/9
-
-
-
Ger Wright
4/4
7/9
-
3/3
-
Sir Jon Thompson
(2)
4/4
5/8
1/2
1/2
1/2
(1)
David Brayshaw retired from the Board on 12 August 2024.
(2)
Sir Jon Thompson was appointed to the Board on 3 June 2024. He joined the Remuneration Committee on 28 November 2025 and the Audit Committee on 28 November 2025. He
attended the July 2024 Audit Committee prior to joining that committee.
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 FY25, 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 97. We
are confident that the Annual Report and Accounts
provide sufficient detail and that our shareholders
have been provided with the necessary information
on the Group’s position, performance, business model
and strategy. Further details on this can be found
in the Strategic Report on pages 14 to 15. Detailed
information on the financial position and performance
can also be located in the Group’s consolidated
financial statements located on pages 123 to 127.
As a result of its findings, the Board has adopted a
going concern statement for FY25, and full details of
this can be found in the Directors’ Report at page 105.
The Directors have also assessed the prospects of
the Group over a three-year period and the Viability
Statement can be found at page 69.
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.
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CORPORATE GOVERNANCE REPORT
THE BOARD
David Daly
Chair
Key Skills & 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 was appointed Chief Executive
Officer of Frasers Group in 2022. Michael initiated and
continues to execute the Elevation Strategy, rebranding
from Sports Direct International to Frasers Group
plc and further establishing the Group as a strategic
partner of choice to the world’s best brands across
Sports, Premium and Luxury. This strategic initiative
has since diversified the Group from a predominantly
retail-focused business into the realms of property
and financial services, demonstrating significant APBT
growth from FY22. Furthermore, he has developed and
executed the mergers and acquisitions strategy, as well
as spearheaded international expansion across Europe,
Asia, Middle East, Africa, and Australia.
External Appointments
Director of NM Property London Limited
Director of MM Prop Consultancy Limited
Member of Supervisory Board HUGO BOSS AG
Appointed to the Board
1 May 2022
Chris Wootton
Chief Financial Officer
Key Skills & 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 and
recently led the successful refinancing of the Group’s
banking facilities on investment grade terms with the
new facility standing at £3bn. Chris also has a leading
role in the Group’s investment and M&A strategy and
was key in the building of the Hugo Boss AG investment.
Appointed to the Board
12 September 2019
Cally Price
Non-Executive Workforce Director and Workers’
Representative
Key Skills & 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
THE BOARD
FRASERS GROUP PLC
79
Richard Bottomley OBE
Senior Independent Non-Executive Director
Key Skills & 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
NED of Eclipse Colours Limited
Director of Castlefield Lane Limited
Director in Marsden Packaging Limited
Director of KS Services Trustees Limited
Appointed to the Board
1 October 2018
Committee Membership
Audit Committee (Chair)
Nomination Committee
Nicola Frampton
Independent Non-Executive Director
Skills & 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 Changing Stars Malawi
Appointed to the Board
1 October 2016
Committee Membership
Remuneration Committee (Chair)
Audit Committee
Helen Wright
Independent Non-Executive Director
Skills & 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, CEO at
Anya Hindmarch, and Group CEO at Sergio Rossi. In
March 2025 Helen was appointed Managing Director at
Country Road, Australia’s premier lifestyle and fashion
brand, based in Melbourne, Australia.
External Appointments
Managing Director, Country Road
Appointed to the Board
26 February 2024
Committee Membership
Nomination Committee
Remuneration Committee
Ger Wright
Non-Executive Director
Skills & Experience
Ger previously held the position of Managing Director
of Sport for almost three years. Her career spans over
20 years of executive experience and leadership in
global organisations; encompassing commercial, retail,
product and merchandising roles. In her earlier career,
Ger spent 15 successful years at Nike in leading positions
that focused on building new markets, scaling business
operations while developing high-performing teams
across Europe, the Middle East, and Africa. Ger’s journey
began at Levi’s, igniting her passion for retail and a
commitment to understanding the consumer.
Appointed to the Board
26 February 2024
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FRASERS GROUP PLC
THE BOARD
David Al-Mudallal
Chief Operating Officer
Skills & 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 & 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,
Chief Executive of the FRC and HMRC.
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.
Appointed to the Board
3 June 2024
Committee Membership
Remuneration Committee
Audit Committee
THE BOARD
FRASERS GROUP PLC
81
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 79 to 81.
The Nomination Committee usually meets formally twice
a year, although additional meetings take place when
appropriate. The Committee formally met two times
during FY25. 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 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 continued involvement of Ger Wright with the
Group as a Non-Executive Director following her ceasing
to be an executive director on 30 November 2024.
The Committee considered and recommended to the
Board the reappointment of Richard Bottomley and
Nicola Frampton.
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. The Committee
is aware that this is less than the half of the Board,
excluding the chair, and the appointment of at least one
additional independent Non-Executive Director is a high
priority. There are active discussions with a number of
potential candidates.
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NOMINATION COMMITTEE REPORT
Annual Performance Appraisals
All Board members, both Executive and Non-Executive,
went through an annual performance review during
FY25 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.
Each Director is responsible for actioning 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. The
Committee is conscious of the targets set by the FCA
and the need to ensure that the Board continues to
represent its workforce and customers. Gender and
Ethnicity characteristics are important factors which
the Committee considers when considering potential
Board appointments. 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 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 Regional Manager, Head of Sustainability,
Head of Group Legal, Senior PR manager and the
Head of UK Finance.
The table below shows the gender diversity of our
workforce at the period end. Approximately 52% of
our workforce is female, including 29% of our senior
management (FY24: 53% UK workforce and 32% of
senior management). We aim to ensure that both
male and female candidates are provided with equal
opportunities to apply for and work in all positions
across the Group.
There are now 9 directors, representing 90% of the
Board that identify as white British, and 40% of
our Board are female. The tables below show the
gender and ethnic diversity of the Board and senior
management at the period end.
NOMINATION COMMITTEE REPORT
FRASERS GROUP PLC
83
Table for reporting on gender identity or sex
As at 27 April 2025
Number of Board
members
% of the Board
Number of senior
positions on the
Board, Chair, SID,
CEO and CFO
Number in
executive
management
(1)
% of executive
management
Men
6
60%
4
6
100%
Women
4
40%
-
-
-
Table for reporting on ethnic background
As at 27 April 2025
Number of Board
members
% of the Board
Number of senior
positions on the
Board, Chair, SID,
CEO and CFO
Number in
executive
management
(1)
% of executive
management
White British or other white (inc. non-minority
white groups)
9
90%
4
5
83%
Mixed/multiple ethnicity group
1
10%
-
1
17%
Asian/British Asian
-
-
-
Black/African/Caribbean/Black British
-
-
-
-
-
Other ethnicity including Arab
-
-
-
-
-
Not specified prefer not to say
-
-
-
-
-
(1)
Executive management is defined as the Leadership Team which can be found on our website and Company Secretary
(2)
Data obtained from individuals
Gender Pay
Our latest Gender Pay gap report published in April
2024 had a gender pay gap of 2.1% for 2024 (2023: 3.0%
gender pay gap). This year, we have included all bonus
elements that our colleagues across the group receive,
ensuring that our pay gap reflects the full scope of
additional pay incentives that our teams have access to.
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 2024 Nomination
Committee report, noting that these focused on the
diversity of the Board.
David Daly
Non-Executive Chair of the Board
16 July 2025
84
FRASERS GROUP PLC
NOMINATION COMMITTEE REPORT
REMUNERATION REPORT
DIRECTORS’ REMUNERATION REPORT
Dear Shareholder,
I am pleased to present the Directors’ Remuneration
Report for the period ended 27 April 2025. This report
is split into two parts: this Annual Statement 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 2024
AGM, our Directors’ Remuneration Report was approved
by 99.52% and our Directors’ Remuneration Policy
was approved by 92.88% of shareholders voting. This
indicates strong support from both our full shareholder
base and also by our independent shareholders.
Board Changes
David Brayshaw retired from the Board as a
Non-Executive Director with effect from 12 August 2024.
On 30 November 2024, Ger Wright left her role as
Managing Director – Sports. She will remain on the
Board as a Non-Executive Director.
Sir Jon Thompson joined the Board on 3 June 2024.
Actions Taken in FY25 and Impacts on Pay
As was the case for FY24, Michael Murray decided to
waive his salary for FY25, in order to focus on achieving
the Executive Share Scheme (‘ESS’) award targets.
This was the third consecutive year in which he elected
to do so.
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 FY25 was appropriate, and that the
Directors’ Remuneration Policy continues to operate as
intended, taking into account company performance
and quantum.
Colleague Reward
Our colleague remuneration strategy continues to
be focused on fairly rewarding all colleagues while
recognising talent and high performers who facilitate
the achievement of our corporate objectives and
represent our core values of Own it, Think without Limits,
Be relevant.
As part of that strategy, we use a rewards-based
structure, and during the year we have:
Continued to develop our bonus scheme which
rewards store profitability and performance;
Continued to align pay and performance;
Paid bonuses and commissions of over £24m
(2024 – £23m) to colleagues. As in previous periods,
this has largely been paid to our casual retail workers;
Continued operation of the Fearless 1000 and the
related all-employee bonus scheme;
We have continued to enhance the focus on colleague
wellbeing with the development of our Fraser Fit app.
This is available to all colleagues and supports their
physical wellbeing through a dedicated fitness and
nutrition platform managed by our Everlast team,
and their financial and mental wellbeing through
appropriately curated content provided in conjunction
with our partners at the Retail Trust.
We reviewed the hourly rate paid to colleagues
throughout the business and increased rates to ensure we
continue to pay above the National Minium Wage and to
maintain appropriate differentials in our pay structure.
Operation of Directors’ Remuneration Policy in FY26
As noted above, our Directors’ Remuneration Policy
received a new approval from our shareholders at our
2024 AGM, with this new authority valid for a period of
up to three years until our 2027 AGM.
A key component of our policy since its establishment in
2021 has been our ESS which seeks to extend the core
principles of our all-colleague Fearless 1000 plan to our
Executive Directors, albeit at higher share price targets
than apply for our colleagues.
The ESS performance measurement period ends in
October 2025. The Committee is accordingly giving
consideration to appropriate structures to replace this
significant component of Executive Directors’ reward
packages and is undertaking a review of remuneration
at the present time.
REMUNERATION REPORT
FRASERS GROUP PLC
85
The salaries of our Executive Directors remain
unchanged for FY26 (CEO: £1,000,000; CFO and COO
£250,000) Our CEO has again decided to waive his
salary for FY26.
Format of the Report and Matters to be Approved at
Our 2025 AGM
At the 2025 AGM, shareholders will be asked to approve
the Directors’ Remuneration Report for FY25 as planned.
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 2025 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
16 July 2025
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 Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008
(the ‘DRR Regulations’).
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved by
shareholders at the 18 September 2024 AGM. The full
Remuneration Policy as approved by shareholders
can be found on pages 90 to 102 of the 2024 Annual
Report, a copy of which is also available on the Group’s
corporate website at https://www.frasers.group.
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 27 April 2025
and how our Directors’ Remuneration Policy will be
applied in the year commencing 28 April 2025.
Application of Policy In FY26
Base Salary and Fees
Michael Murray’s salary is £1,000,000 per annum.
Michael waived his salary for FY23, FY24 and FY25, in
order to focus on achieving the ESS award targets and
to align with shareholders’ interests. Michael has also
waived his salary for FY26.
The annual base salary of the remaining Executive
Directors for FY26 will be as follows:
Chris Wootton, Chief Financial Officer: £250,000
(FY25: £250,000)
David Al-Mudallal, Chief Operating Officer: £250,000
(FY25: £250,000)
Fees for the Chair and Non-Executive Directors are
normally reviewed annually. In respect of fees for FY26,
it has been agreed that David Daly will receive an
annual fee of £250,000 (FY25: £233,000) for his role as
Chair and Richard Bottomley will receive £85,000 for
his role as Senior Independent Director (FY25: £82,000).
Nicola Frampton and Helen Wright will receive a fee of
£65,000 (FY25: £65,000) for their roles as Non-Executive
Directors. Ger Wright will receive a fee of £65,000 (FY25:
N/A) for her role as Non-Executive Director. Cally Price
will receive a fee of £20,000 (FY25: £20,000) for her role
as Non-Executive Workforce Director. Sir Jon Thompson
will receive a fee of £75,000 (FY25: £69,000) for his role
as Non-Executive Director.
Pension
The contribution rate for each of the Executive Directors
will be 3% of salary, capped at £50,000 of salary, being
the maximum employer contribution rate available
under the Company stakeholder pension scheme.
No Director participates in a defined benefit scheme
(FY24: none).
86
FRASERS GROUP PLC
REMUNERATION REPORT
Annual Bonus Scheme
Each of the Executive Directors will be eligible to
earn a bonus in respect of FY26. 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 FY26
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 FY26.
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. The Remuneration Committee is currently
looking at various options to replace this important
element of Executive Directors’ remuneration when the
current scheme ends. Further details of the awards are
provided below.
REMUNERATION REPORT
FRASERS GROUP PLC
87
88
FRASERS GROUP PLC
REMUNERATION REPORT
Single Figure Table (Audited)
The aggregate remuneration provided to individuals who have served as Directors in the period ended 27 April 2025 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
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
FY25
FY24
£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)
250
42
-
-
-
-
-
-
1
0
251
42
251
42
-
-
Non-Executive Directors
David Daly
233
200
-
-
-
-
-
-
-
-
233
200
233
200
-
-
David
Brayshaw
(4)
25
65
-
-
-
-
-
-
-
-
25
65
25
65
-
-
Nicola
Frampton
65
65
-
-
-
-
-
-
-
-
65
65
65
65
-
-
Richard
Bottomley
82
75
-
-
-
-
-
-
-
-
82
75
82
75
-
-
Cally Price
20
20
-
-
-
-
-
-
-
-
20
20
20
20
-
-
Helen Wright
(3)
65
11
-
-
-
-
-
-
-
-
65
11
65
11
-
-
Ger Wright
(5)
304
48
-
-
-
12
-
-
9
1
313
61
313
49
-
12
Sir Jon
Thompson
(6)
69
-
-
-
-
-
-
-
-
-
69
-
69
-
-
-
Total
1,363
776
-
-
-
12
-
-
11
2
1,374
790
1,374
778
-
12
(1)
Pensions are provided via a defined contribution to the Company stakeholder pension scheme.
(2)
Michael Murray waived his salary for FY25, FY24 and FY23 (normally £1m per annum).
(3)
David Al-Mudallal and Helen Wright joined the Board on 26 February 2024.
(4)
David Brayshaw retired from the Board effective on 12 August 2024.
(5)
Ger Wright became a Non-Executive Director on 30 November 2024, having previously been Managing Director – Sports. The salary value shown for Ger in FY25 includes salary paid during her
notice period as an executive director from 30 November 2024. Ger received no Non-Executive Director fees during FY25 while there were continuing salary payments made during her notice
period. During the year, in addition to the salary of £304,000 above, Ger Wright also received €264,500 in respect of her transition from Executive Director to Non-Executive Director. Ger is paid in
Euros and all relevant values have been converted from Euros to GBP, using the average EUR:GBP exchange rate for FY25 (1.189:1).
(6)
Sir Jon Thompson joined the Board on 3 June 2024.
Further Information on the FY24 Annual Bonus (Audited)
None of the other Executive Directors received a bonus in respect of FY25. 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.
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 FY25 (FY24: nil).
REMUNERATION REPORT
FRASERS GROUP PLC
89
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 27 April 2025
(or if earlier the date of leaving the Board)
Ordinary Shares held at 28 April 2024
(or if earlier the date of leaving the Board)
Michael Murray
(1)
-
-
Chris Wootton
-
-
David Al-Mudallal
-
-
Ger Wright
-
-
David Daly
30,654
27,570
Nicola Frampton
5,732
5,732
Richard Bottomley
17,390
10,000
Helen Wright
-
-
Cally Price
-
-
Sir Jon Thompson
-
-
(1)
As at 27 April 2025 and the reporting date, Michael Murray held an equity derivatives contract which is the economic equivalent of the holding of 6,851,120 Frasers Group Plc ordinary shares.
There has been no change to the interests reported above between 27 April 2025 and 16 July 2025 (being the latest
possible date for inclusion in the 2025 Annual Report). The Company did not receive any notifications under DTR 5
between 27 April 2025 and 16 July 2025.
In addition, Executive Directors hold outstanding scheme interests under the Executive Share Scheme as follows:
Executive Director
Awards held at 28 April
2024
(1)
Awards granted during
the year
Awards lapsed during
the year
Awards held at 27 April 2025
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 are 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.
90
FRASERS GROUP PLC
REMUNERATION REPORT
Performance Graph and Table
The following graph shows the Company’s performance measured by total shareholder return compared with the
performance of the FTSE 100 and FTSE 250 Index (excluding investment trusts).
The Committee considered these as appropriate indices against which to compare the Company’s performance.
They are widely accepted as national measures and include the companies that investors are likely to consider as
alternative investments.
REMUNERATION REPORT
FRASERS GROUP PLC
91
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
FY25 – Michael Murray
(1)
Nil
N/A
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
(1)
Michael Murray was appointed as Chief Executive with effect from 1 May 2022 and reflects his remuneration from this date. Mike Ashley stood down as Chief Executive from 1 May 2022.
(2)
Mike Ashley was appointed as Chief Executive with effect from 22 September 2016.
(3)
Dave Forsey resigned with effect from 22 September 2016. His total remuneration is his remuneration earned in the period from 25 April 2016 until the date his resignation took effect.
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. We have not
previously reported these ratios as the CEO has previously waived his salary. Whilst our CEO did not receive a salary for
the financial year 2024/25, we have voluntarily created the ratios below for information based on the remuneration he
would have otherwise received. The disclosure will build up over time to cover a rolling ten year period.
Year
Method
25th
Percentile
50th
Percentile
75th
Percentile
2024/25
Option B
43:1
36:1
33:1
We have applied Option B, as set out in the legislation, to calculate the full-time equivalent remuneration for
employees at the 25th, 50th, and 75th percentiles of UK pay. This approach builds on the analysis conducted for our
most recent UK gender pay gap reporting as of 5 April 2024. Given the scale of our workforce, we determined this to
be the most straightforward and robust method for identifying representative employees in the lower quartile, median,
and upper quartile of the organisation.
The individuals at the 25th, 50th, and 75th percentiles were selected based on the gender pay gap data as of 5 April
2024 and were also employed on 30 April 2025. We used their base contractual salaries on a full-time equivalent
basis and included actual benefits, bonuses, long-term incentives, and pensions (where applicable). These data points
reflect the structure of our business and the variety of roles within it. As such, the Committee believes that the resulting
median pay ratio accurately represents our UK employees’ pay, reward, and progression practices as a whole.
92
FRASERS GROUP PLC
REMUNERATION REPORT
Details of the base salary and total remuneration on a full-time equivalent basis for the reference employees used in
this analysis are outlined below. The reference date used to determine pay and benefit figures is April 2024.
25th Percentile
50th Percentile
75th Percentile
Basic Salary
£22,113
£26,910
£26,910
Total Pay
£23,361
£27,924
£29,966
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
FY24 to FY25
% 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
Salary
or fees
Benefits Bonus
Employees
(1)
11%
25%
9%
17%
(1%)
15%
14%
22%
35%
23%
31%
1%
(13%)
(21%)
8%
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
N/A
N/A
N/A
Chris Wootton
0%
0%
0%
0%
0%
0%
0%
0%
0%
67%
0%
(100%) 70%
0%
100%
David
Al-Mudallal
(2)
495%
0%
0%
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
(3)
533%
0%
(100%) N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
David Daly
17%
N/A
N/A
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
0%
N/A
N/A
30%
N/A
N/A
0%
0%
N/A
David Brayshaw
(4)
(62%)
N/A
N/A
0%
N/A
N/A
0%
N/A
N/A
30%
N/A
N/A
0%
(100%)
N/A
Richard Bottomley
9%
N/A
N/A
0%
N/A
N/A
15%
N/A
N/A
30%
N/A
N/A
0%
(100%)
N/A
Helen Wright
(2)
491%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Cally Price
0%
N/A
N/A
0%
N/A
N/A
33%
N/A
N/A
N/A
N/A
N/A
50%
N/A
N/A
Sir Jon
Thompson
(5)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
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 and Helen Wright joined the Board on 26 February 2024.
(3)
Ger Wright was the Managing Director – Sports until 30 November 2024 after which she became a Non-Executive Director.
(4)
David Brayshaw retired from the Board effective on 12 August 2024.
(5)
Sir Jon Thompson joined the Board on 3 June 2024 and therefore has no prior year data to compare against.
Directors’ Service Contracts
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:
Name
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
REMUNERATION REPORT
FRASERS GROUP PLC
93
Non-Executive Directors
The unexpired terms of the Non-Executive Directors can be found in the table below. 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, 99.52% 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
2 October 2023
30 September 2026
Nicola Frampton
Non-Executive Director
1 October 2024
30 September 2027
Richard Bottomley
Non-Executive Director
1 October 2024
30 September 2027
Helen Wright
Non-Executive Director
2 October 2023
30 September 2026
Sir Jon Thompson
Non-Executive Director
3 June 2024
2 June 2027
Ger Wright
Non-Executive Director
1 December 2024
30 September 2028
Cally Price
Non-Executive Workforce Director
6 October 2024
5 October 2026
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 FY25 and FY24) and the Company’s share price (calculated as at the close of business on the
last dealing day of FY25 and FY24). 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.
FY25
FY24
PERCENTAGE
CHANGE
Distributions to shareholders by way of dividends
and share buybacks
-
£126,400,000
(100%)
Investment
(1)
£856,000,000
£542,600,000
57.8%
Group-wide expenditure on pay for all employees
£655,300,000
£696,500,000
(5.9%)
Share price (pence)
(2)
655
796
(17.7%)
(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 FY25 and FY24 are calculated at the close of business on 25 April 2025 and 26 April 2024 respectively, being the last dealing days prior to the end of each
financial year.
94
FRASERS GROUP PLC
REMUNERATION REPORT
Remuneration Committee
During FY25, the Remuneration Committee consisted
of, Nicola Frampton, Helen Wright, Sir Jon Thompson
(from 28 November 2024), and David Brayshaw (until his
retirement on 12 August 2024), who are all considered
independent. 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 78.
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 FY25 when requested. Executive Directors
are not present during, nor do they take part in,
discussions in respect of matters relating directly to their
own remuneration.
FIT Remuneration Consultants LLP (‘FIT’) were appointed
by and act as adviser to the Committee. FIT is a founder
member of the Remuneration Consultants’ Group and
adhere to its code of conduct. Fees totalling £13,144
plus VAT have been paid for its services during the year
(FY24: £22,212 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.
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.
REMUNERATION REPORT
FRASERS GROUP PLC
95
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, 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 had three formal meetings
and no ad hoc meetings during FY25. 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), and considers other external
remuneration guidance/benchmarked against other
FTSE companies and pay ratios and worked as
intended in FY25; and
taking into consideration Company performance
during FY25 and feedback from the Non-Executive
Workforce Director regarding pay and employment
conditions of colleagues, remuneration for our
Directors remains appropriate.
Shareholder Voting
The following table sets out actual voting in respect of the resolution to approve the Directors’ Remuneration Report
for the period ended 28 April 2024 and the resolution to approve the Directors’ Remuneration Policy at the 2024 AGM.
Votes for
% for
Votes against
% against
Total votes cast
Votes withheld
Directors’ Remuneration Report for
the period ended 28 April 2024
401,059,901
99.52
1,923,199
0.48
402,983,100
796
Directors’ Remuneration Policy (2024
AGM)
374,289,375
92.88
28,693,777
7.12
402,983,152
744
Nicola Frampton
Chair of the Remuneration Committee on Behalf of the Board
16 July 2025
96
FRASERS GROUP PLC
AUDIT COMMITTEE REPORT
AUDIT COMMITTEE REPORT
Chairman’s Introduction
I am pleased to present the report of the Audit
Committee for the period ended 27 April 2025 (“FY25”).
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.
Despite the challenging macroeconomic and
geopolitical backdrop, this year has been another year
of progress for the Group. Continued sales growth in
Sports Direct, as well as encouraging progress in our
Property and Financial Services businesses has been
combined with significant process on rightsizing recent
acquisitions and improved warehousing efficiency,
resulting in a significant reduction in inventory
holding year-on-year. In addition, we have also made
significant strides in international expansion as we have
acquired Twinsport in the Netherlands and agreed new
partnerships in Australia, South East Asia and India,
and the Middle East. We also continue to invest in
relationships with strategic partners such as Hugo Boss
and Accent Group. All of these activities involved the
application of accounting estimates and judgements
by management, which were challenged by the Audit
Committee. Details of the Group’s key accounting
estimates and judgements can be found in note 2 to the
consolidated financial statements.
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 2024.
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
Audit 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. David Brayshaw resigned
in August 2024, after nearly 8 years in this role and we
welcomed Sir Jon Thompson as a Non-Exec Director to
the Audit Committee. Biographies of each committee
member are set out in the Directors’ profiles on pages 79
to 81 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.
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
97
Meetings
The Committee held three scheduled meetings during
the year. The meeting attendance table is shown on
page 78. 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.
I 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 is 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
79 to 81. 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
The Committee continued to improve its governance
and annual planning cycle in the year and will continue
to build on this in the year ended 26 April 2026 (“FY26”).
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 (APM’s).
Reviewed material non-standard transactions.
Reported and made recommendations to the Board
on financial reporting matters.
Engaged with management in responding to
Financial Reporting Council’s (“FRC”) limited scope
review of the Group’s annual report and accounts for
the period-ended 28 April 2024.
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.
Approved the Internal Audit Charter to define the
purpose, authority, responsibility and position within
the organisation.
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.
98
FRASERS GROUP PLC
AUDIT COMMITTEE REPORT
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
has 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 in judgement 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.
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
99
Significant matters and judgements for the year ending 27 April 2025
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.
Areas of focus
Details of Committee review
Reference to financial statements
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 27 April 2025, a provision of £146.8m
was held against a gross inventory value of £1,275.1m.
Management makes use of a data driven model and experience to derive
the level of provision required and provides appropriate sensitivity around
the key assumptions applied to the model.
The Committee reviewed the output of management’s model and concurs
that the level of provision is appropriate.
Pages 147 to 148
Accounting for strategic investments
The Group holds investments with a carrying value of £959.1m in a number
of companies with strategic importance to the Group.
For each investment held, management assessed whether or not the
Group held “significant influence” over the investee during FY25 as required
by IAS 28 Investments in Associates and Joint Ventures. Where significant
influence is held, the Group should treat the investee as an associate;
where significant influence is not held, the Group should treat the investee
as a long-term financial asset. Indicators of significant influence include
(but are not limited to):
Representation on the Board of directors of the investee
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’s conclusion the Group does
not have significant influence over Hugo Boss, Mulberry, ASOS, XXL,
Boohoo, Accent Group and AO World.
The Committee also concurs with management that it does hold
significant influence over X Channel Marketing Limited, Four (Holdings)
Limited, Kangol LLC and Tymit Limited. The Group has therefore
recognised £2.0m in the income statement in FY25 reflecting its share of
the profit of these associated undertakings.
Page 155
Accounting treatment for Twinsport –
IFRS 3 Business Combinations and IAS
36 Impairment of Assets
The Group acquired the Twinsport business during FY25. Goodwill with
a GBP equivalent value of £20.5m, being the difference between the fair
value of the assets acquired and the consideration paid, was recognised.
The goodwill was tested for impairment on the basis of value in use
calculations, which indicated that that no impairment was necessary.
The Committee reviewed the fair value of assets recognised on acquisition
including stock and intangible assets and the key assumptions used in the
calculation of value in use.
The Committee are satisfied that the fair values assigned to the assets
and liabilities are appropriate and that no impairment of the goodwill was
required.
Page 130 and pages 134 to 135
100
FRASERS GROUP PLC
AUDIT COMMITTEE REPORT
Areas of focus
Details of Committee review
Reference to financial statements
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:
FY26 budget and forecast three-year projections up to FY28
(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 downsides scenarios
Availability of borrowing facilities taking into account the recent
refinancing of the Group’s term loan and revolving credit facilities
(including review of covenants)
On-going litigation
Macro-economic and geopolitical factors including (but not limited
to) the impact of tariffs and increasing employment costs following on
from the UK budget in November 2024.
Pages 69 to 70
Impairment allowance on trade
receivables in FGFS
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 27
April 2025, trade receivables with a gross value of £254.9m were recorded
in the consolidated balance sheet, less a provision for impairment of
£73.2m.
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),
including consideration of the impact of the decline of the StudioPay
credit product and the growth in the Frasers Plus product.
The Committee is satisfied that the judgements made, and the sensitivities
disclosed in the Annual Report and Accounts are reasonable and
appropriate.
Pages 137 to 138
Impairment of property 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 134 to 135
Valuation of investment property
The Committee have reviewed management’s paper on the classification
and valuation of investment property and have discussed this with the
external auditors.
Management conducts internal valuations of its investment properties
using appropriately qualified members of staff. Following discussions
between management and the Audit Committee, it was agreed that
external valuations would be obtained from third party valuation
specialists for a sample of investment properties to give the Committee
additional assurance as to the valuation methodology being applied.
No material differences were identified between management’s internal
valuations and those of the third-party valuation specialists.
The Committee concurs with management’s assessment of the
classification and valuation of movement properties.
Page 134
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
101
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.
Took into account recent updates they had received
on the Group’s principal and emerging risks.
Noted that the Group had generated significant cash
in the period, which had enabled it to fund acquisitions.
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 page 69.
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 2025, 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
the Group’s position, performance, business model
and strategy. It also considered the TCFD (pages
39 to 46) 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. By facilitating input at an early stage 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.
FRC Limited Scope Review
During FY25, the FRC conducted a limited scope review
of the Group’s annual report and accounts for the
year-ended 28 April 2024. The review was focused on the
Group’s accounting treatment of, and disclosures around
strategic investments. The Committee worked with
management to provide detailed responses to the FRC’s
queries. As a result of the review, the Group has made a
number of enhancements to its disclosures regarding its
strategy with regards to strategic investments, including
the use of call and put options, and the risks associated
with such derivative financial instruments. The review is
yet to be formally closed but we do not anticipate any
changes to our reported results for the period ended
28 April 2024 to arise.
102
FRASERS GROUP PLC
AUDIT COMMITTEE REPORT
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 several 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 54 to 68.
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 2024 audit.
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 indicators and key
controls dashboards and enhancement plans.
The Committee reviewed the results of a cyber
security penetration test and the recommendations
and management actions.
Consumer Credit
During the year the Committee received an update
on the Financial Services business, including their
governance and risk management, reporting on the
financial outlook, operational strategy, and key risks.
The Committee also receives regular Internal Audit
Reports from our outsourced partner BDO LLP on
the financial services business, with oversight at
Group level.
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.
Based on the above, the Audit Committee concluded
that the internal controls system and risk management
processes in place were effective.
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.
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
103
External Audit
The Committee is responsible for recommending to the
Board the appointment, re-appointment, remuneration
and removal of the external auditor. A resolution to
propose the re-appointment of RSM was approved by
the shareholders at the 2024 AGM. When considering
whether to recommend the re-appointment 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 2027 for audit services to begin in
the year 2029 (this timeframe aligns to the mandatory
rotation of the Current Lead Audit Partner at RSM).
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 2027.
Alastair Nuttall was appointed as the new Lead Audit
Partner for the 2023/24 audit and has now completed
his second 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 auditors’ 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
27 April 2025.
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 2025 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 £3.1m (2024: £3.0m)
104
FRASERS GROUP PLC
AUDIT COMMITTEE REPORT
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.
The Committee Chair had a regular dialogue with the
external auditors 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 auditors’ 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 auditors’ independence and
objectivity, the audit quality and the auditors’
performance, the Committee was satisfied with RSM’s
independence and objectivity and recommended its
reappointment for the period ending 26 April 2026.
A resolution to re-appoint RSM and give authority to
the Committee to determine its remuneration will be
submitted to the shareholders at the 2025 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
16 July 2025
DIRECTORS’ REPORT
FRASERS GROUP PLC
105
DIRECTORS’ REPORT
The Directors of Frasers Group Plc present their Annual
Report and Accounts for the period ended 27 April 2025.
The Group’s Corporate Governance Statement is set out
on page 71 and forms part of the Directors’ Report.
Principal Activities and Business Review
The Chief Executive’s Report and Business Review
on page 22 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 54 to 68. The financial position of the Group,
its cash flow, liquidity position and borrowing facilities
are described in the Financial Review on page 29. The
Strategic Report on pages 12 to 70 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 flexible repayment solutions;
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 22.
Results for the Period and Dividends
Revenue for the 52 weeks ended 27 April 2025 was
£4,925.6m and profit before tax was £379.4m compared
with £5,317.0m and £501.0m in the prior period. The
trading results for the period and the Group’s financial
position as at the end of the period 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 22 and 29 respectively.
The Board has decided not to propose a dividend in
relation to FY25 (FY24: £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 16 July 2025 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 30. Details of our share
schemes are also set out in note 30.
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 £15,010,534 (being approx. one third of the
then issued share capital) for the period expiring at the
end of the 2025 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 £30,021,068, in connection with a
rights issue.
106
FRASERS GROUP PLC
DIRECTORS’ REPORT
An authority to allot shares up to a maximum nominal
value of £4,503,160 (being approx. 10% 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 £4,503,160 (being approx. 10% 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. In both cases, the Board
was granted an additional authority to issue shares to a
maximum nominal value of £900,632 (being approx. 2%
of the then issued capital) for the purposes of a follow-on
offer which the Board determines to be of the 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 67,502,373, representing 14.99% of
the Company’s issued ordinary share capital at the 2024
AGM. The above authority expires at the close of the
next AGM of the Company.
The Group was authorised to make off-market
purchases from MASH Holdings Limited and MASH
Beta Ltd of ordinary shares of 10p each in the Company
of up to a maximum aggregate number of 67,502,373,
representing 14.99% of the Company’s issued ordinary
share capital at the 2024 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 27 April 2025, the Company has not
purchased any ordinary shares under the Share buyback
authorities granted at the 2024 AGM. No Treasury shares
have been disposed of by the Company during the
period to 27 April 2025.
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. 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 principles of good governance set out in the 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 27 April 2025, 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
73.0%
Indirect
Phoenix Asset
Management Partners
Limited
(2)
23,202,417
5.2%
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 2 December 2024, 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.
DIRECTORS’ REPORT
FRASERS GROUP PLC
107
ADR Programmes
We are aware of unsponsored American Depository
Receipt (ADR) programmes established from time to
time in respect of our shares. We have not sponsored or
authorised their creation and any questions should be
directed to the relevant depository.
Frasers Group has not and does not intend to offer or
sell its ordinary shares or other securities (in the form of
ADR or otherwise) to the general public in the United
States nor has it listed or intend to list its Ordinary
Shares or other securities on any national securities
exchange in the United States or to encourage the
trading of its Ordinary Shares on any over-the-counter
market located in the United States. The Group does
not make arrangements to permit the voting of ordinary
shares held in the form of ADRs and its publication of
periodic financial and other information is not intended
to facilitate the operation of any unsponsored ADR
programme under Rule 12g 3-2(b) of U.S. Securities
Exchange Act of 1934, as amended or otherwise.
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a general meeting of
shareholders. The articles were last amended at the 2021
AGM. Subject to applicable laws and the Company’s
Articles of Association, the Directors may exercise all
powers of the Company.
Takeovers
The Directors do not believe that there are any
significant contracts that may change in the event of a
successful takeover of the Company.
Share Schemes
Details of the Executive share scheme are set out in the
Directors’ Remuneration Report on page 87. The Fearless
1000 share scheme remains in place and is due to vest
in October 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.
Communicating clearly with our teams continues to be
a priority. This year, we have launched Viva Engage,
an internal social media style platform to that has
allowed us to create specific “communities” and tailor
our communication to these groups and a more relevant
way, as well enable a much more two-way interaction
for colleagues across the Group, who can publish, share
and comment on posts.
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 FY25,
use of the “Ask Cally” app resulted in over 700 separate
questions being raised. This app is a simple and clear
way for any colleague to submit a question or raise an
issue directly with Cally and receive a personal response.
The interactive CEO sessions, which were introduced in
2023, have proved very popular allowing Michael Murray
to share his insights and experiences with employees
and allowing them to share their career goals and future
ideas for the business with Michael.
Our monthly nominations for ‘Frasers Champions’
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 109
colleagues were ‘Frasers Champions’ in the year.
The Frasers Festival in May 2024 featured 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.
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 on pages 47 to 50 of the
Colleagues section.
108
FRASERS GROUP PLC
DIRECTORS’ REPORT
Diversity and Equal Opportunities
The Group’s recruitment policy is to match the
capabilities and talents of each applicant to the
appropriate job. Factors such as gender, race, religion or
belief, sexual orientation, age, disability or ethnic origin
are ignored, and decisions are made with regard to
candidates irrespective of these factors. Discrimination in
any form is not tolerated within the Group.
Applications for employment by persons with any
disability are given full and fair consideration for all
vacancies and are assessed in accordance with their
particular skills and abilities.
The Group endeavours to meet its responsibilities
towards the training and employment of disabled
people, and to ensure that training, career development
and promotion opportunities are available to all.
The Group makes every effort to provide continuity
of employment when our people become disabled.
Attempts are made in every circumstance to provide
employment, whether this involves adapting the current
job role and remaining in the same job or moving
to a more appropriate role. Job retraining and job
adaptation are just two examples of how the Group
works in the interests of its workforce to promote equal
opportunities, in order that an individual’s employment
within the Group may continue. The Group values the
knowledge and expertise that our people have gained
throughout their time with us and therefore does not
wish to lose valued colleagues.
Further information on our approach to diversity can be
found in the Strategic Report on pages 48 to 49.
Business Relationships
Details of our relationships with business partners are
detailed in our S.172 statement, within the Strategic
Report.
Research and Development
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 £15.0k (2024: £10.0k) in the UK. No political donations
were made (2024: 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 79 to 81.
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 was 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.
On 3 June 2024 we appointed 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.
On 30 November 2024 Ger Wright left her executive role
as Managing Director, Sports. However, we are pleased
to have retained her skills and experience on the Board
as a Non-Executive Director.
Although the Company’s Articles of Association require
retirement by rotation of one third of Directors each year,
the Group complies with the 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 27
April 2025, and at the date of this Report, are shown in
the Directors’ Remuneration Report on pages 85 to 95.
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 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’ REPORT
FRASERS GROUP PLC
109
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 FY25 questionnaire.
Subsequent to the year end, Michael Murray was
appointed a member of the Supervisory Board of
Hugo Boss AG. The Board has reviewed and are satisfied
with the governance arrangements that have been
put in place to ensure that he continues to act without
conflicts of interest.
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 27 April 2025. This agreement is
described in the Directors’ Report on page 105.
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 27 April 2025 nor for the period ended
28 April 2024.
Disclosures Required Under UK Listing
Rule 9.8.4
The information required by Listing Rule 9.8.4 is set out in
the table below:
Applicable sub-paragraph within
LR 9.8.4
Disclosure provided
(1)
Interest capitalised by the Group
N/A
(2)
Publication of unaudited financial
information
N/A
(3)
Requirement deleted from the
Listing Rules
-
(4)
Details of long-term incentive
schemes only involving a Director
N/A
(5)
Waiver of emoluments by a
Director
Page 85 to 86
(6)
Waiver of future emoluments by
a Director
Page 85 to 86
(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 106
(12)
Shareholder waivers of dividends
Page 109
(13)
Shareholder waivers of future
dividends
N/A
(14)
Agreements with controlling
shareholders
Page 106
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.
110
FRASERS GROUP PLC
DIRECTORS’ REPORT
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 July 2028 and is well placed to take
advantage of strategic opportunities as they arise. As a
consequence, the Directors believe that the Group is well
placed to manage its business risks successfully despite
the continued uncertain economic outlook.
Management has assessed the level of trading and has
forecast and projected a conservative base case and
also a number of even more conservative scenarios,
including taking into account the Group’s open positions
in relation to Hugo Boss options. These forecasts and
projections show that the Group will be able to operate
within the level of the current facility and its covenant
requirements (being interest cover and net debt to
pre-IFRS 16 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, or
reducing inventory cover. 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 historically 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.
Accountability and Audit
A statement by the External Auditor can be found on
pages 112 to 121 detailing its reporting responsibilities.
The Directors fulfil their responsibilities, and these are
set out in the Directors’ Responsibilities Statement on
page 111.
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 36 to 51.
By Order of the Board
Robert Palmer
Company Secretary
16 July 2025
DIRECTORS’ RESPONSIBILITY STATEMENT
FRASERS GROUP PLC
111
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;
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 79 to 81 confirm that, to the best of each
person’s knowledge:
A. the financial statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit of the Company and the
undertakings included in the consolidation taken as a
whole; and
B. the Strategic Report contained in the Annual
Report includes a fair review of the development
and performance of the business and the position
of the Company and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties
that they face.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website.
Legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Chris Wootton
Chief Financial Officer
16 July 2025
112
FRASERS GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
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 27 April 2025 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 27 April 2025 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
held as Property, Plant and Equipment
(PPE)
Parent Company
No key audit matters were identified for
the Parent Company.
Materiality
Group
Overall materiality: £20.9m (2024: £21.3m)
Performance materiality: £13.6m (2024:
£13.8m)
Parent Company
Overall materiality: £28.5m (2024: £19.4m)
Performance materiality: £18.5m (2024:
£12.6m)
Scope
Our audit procedures covered 89% of revenue,
90% of total assets and 88% of adjusted profit
before tax.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
113
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 27 April 2025, the Consolidated Balance Sheet included inventory of £1,128.3m (2024: £1,355.3m). This amount is net of
an inventory provision of £146.8m (2024: £192m).
A provision is recognised against the carrying value of inventory to ensure that it is held at the lower of cost and net
realisable value, in line with IAS 2. As described in note 2 to the financial statements, management used an inventory
provisioning model which applied historical experience and forward-looking assumptions to calculate a provision by
category of inventory. Key assumptions related to pricing, discounting strategies and management’s assessment of risk.
We have identified the valuation of inventory as a key audit matter due to the significant estimation involved in
determining the net realisable value of the inventory using the inventory provision model. This involves consideration of
the expected future losses on sale of inventory, including assessing the likely impacts of macro-economic factors and
inventory obsolescence.
How the matter was addressed
in the audit
We challenged management’s inventory provisioning calculation by:
Assessing the appropriateness of management’s inventory provision calculations, including testing the accuracy and
completeness of the data used and the mathematical accuracy of the provisioning model;
Critically challenging the assumptions made in the inventory provision model in respect of the expected level of
future losses including:
The basis on which expected losses are calculated and whether the assumptions included in the calculations are
realistic based on historical experience, the current trading environment and future expectations;
The level of current and continuity inventory which is expected to roll into the out of season or ending continuity
categories, 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; and
Whether certain brands or product categories required specific provisions given historic and forecast sales
expectations.
Independently developing an alternative estimate that applies the results of our testing of management’s model to
the inventory population. In doing so, we formed an assessment, based on inquiry and challenge of management
and available market data, to reflect the expected impact of current macro-economic factors. Our alternative
model incorporated various factors including consideration of forecast future discounting, expected margin decline/
improvement by fascia, the risk of inventory becoming out of season and adjustments relevant to specific fascias
or circumstances where the risk of inventory obsolescence was considered to be higher. As a result, we estimated a
range of provision levels under different scenarios we considered appropriate and supportable. We then used our
auditor’s point estimates to assess management’s provision; and
Assessing whether financial statement disclosures in respect of the accounting estimates made in relation to the
inventory provision and sensitivity of these are appropriate in accordance with the applicable financial reporting
framework.
Key observations
We are satisfied with the estimates and judgements applied by management in determining the inventory provision and
that the related disclosures are appropriate.
114
FRASERS GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
Impairment of property related assets held as Property, Plant and Equipment (PPE)
Key audit matter
description
At 27 April 2025 the Property, Plant and Equipment balance included property related assets with a carrying value of
£1,095.5m (2024: £960.0m) analysed as follows:
Freehold land and buildings £414.7m (2024: £378.5m)
Long-term leaseholds £63.3m (2024: £57.1m)
Right of use assets £308.6m (2024: £245.4m); and
Related fixtures and fittings £308.9m (2024: £280.0m).
Due to current macro-economic factors and the changing patterns of retail consumer behaviour in certain geographies,
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. Due to certain improvements in the
macro-economic climate and brand recognition in specific geographies, 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, impairment reversals (net of
impairment charges) in relation to PPE of £9.6m (2024: £14.5m) have been made in these financial statements. Given the
combined carrying value of £1,095.5m in respect of property related assets there is a significant risk any impairment charges
or reversals recognised could be materially misstated.
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);
In the case of freehold property, comparison of calculated value in use to internal and external property valuations; and
Whether assets should be excluded from the impairment assessment because of stores having not reached maturity
following purchase or refurbishment.
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 had a high degree of estimation uncertainty. Due to
the factors explained above, we have identified the valuation of impairment charges and reversals of property related assets
held as PPE as a key audit matter.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
115
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 and critically challenged the underlying valuation 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. This included the use of modelling specialists to identify inconsistencies and formulaic errors in
management’s models;
Evaluating management’s assumptions through independently determining a range of assumptions we considered
reasonable based on historical and current trading performance and external data points. The impact of these
assumptions was evaluated to conclude on whether management’s assumptions were reasonable;
Sensitising the assumptions used by management to identify those assumptions subject to the greatest volatility;
Testing the reconciliation between the cashflows used in the value in use calculations with those used to assess going
concern and viability to ensure they were consistent;
Critically assessing whether we considered management’s impairment triggers and indicators of impairment reversals
were appropriate and sensitising the impact of removing the triggers and indicators;
Critically challenging whether it was appropriate to exclude certain property related assets 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 traded for a sufficient period of time to enable management to
assess ongoing profitability;
Utilising an auditor’s expert to review the valuations prepared by management in respect of freehold property assets and
assessing any impact on the resultant impairment charge or reversal;
Challenging whether previous impairments should be reversed and recalculating the impairment reversal based on if the
asset had never been impaired; and
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 and reversals recorded and the related
disclosures in the financial statements are appropriate.
116
FRASERS GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
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
£20.9m (2024: £21.3m)
£28.5m (2024: £19.4m)
Basis for determining overall
materiality
5% of normalised profit before tax
(2024: 5% of normalised profit before tax)
Materiality for the Parent Company as a whole was set at 1% of
total assets.
(2024: 1% of total assets).
Rationale for benchmark applied
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 5.5%
(2024: 4.3%) of statutory profit before tax and
3.7% (2024: 4%) of adjusted profit before tax.
The Parent Company holds investments in subsidiaries and long
term financial assets therefore total assets is considered to be the
most appropriate benchmark.
Performance materiality
£13.6m (2024: £13.8m)
£18.5m (2024: £12.6m)
Basis for determining performance
materiality
65% of overall materiality
(2024: 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 and the level of
misstatements in prior periods.
65% of overall materiality
(2024: 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 Parent Company and the level of
misstatements in prior periods.
Reporting of misstatements to the
Audit Committee
Misstatements in excess of £1.04m (2024: £1m)
and misstatements below that threshold that,
in our view, warranted reporting on qualitative
grounds.
Misstatements in excess of £0.75m (2024: £0.9m) and
misstatements below that threshold that, in our view, warranted
reporting on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
117
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 risk
of material misstatement of each component and to
determine the planned audit response.
For those components that were evaluated as
in-scope 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 classes of transactions
and balances that were identified as an audit risk,
and other material balances, determined during the
Group scoping exercise.
Full scope audit procedures have been performed
by RSM UK on the financial statements of Frasers
Group plc, and on the financial information of the
main retail trading companies operating in/managed
from the UK, and on the property component which
contains the majority of the Group’s property assets.
In addition full scope audit procedures have been
performed by RSM members firms on components
in Austria, the Baltics, Belgium, Denmark, Ireland,
Malaysia and the United States and full scope audit
procedures were performed by two non RSM member
firms on a component in the Baltic region and the UK
based financial services component.
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 all full scope component
locations in the UK. With respect to non-UK
components we attended video conference calls
and performed remote file reviews for full scope
components in Austria, Baltics, Belgium, Denmark,
Ireland, Malaysia and the United States. At these
meetings the draft findings reported to the Group
team were discussed, and any further work required
by the Group team was then performed by the
component auditor prior to them issuing final
opinions and reporting to us in accordance with the
audit instructions issued to them.
Specific scope procedures were performed on an
additional six components. The procedures on one
of these components was performed by an RSM
member firm and the procedures on the remaining
five components were performed by the Group
engagement team. Procedures were performed
primarily in relation to revenue, cost of sales, intangible
assets, property, plant and equipment, inventory and
business combinations. The extent of our testing on
these components was based on our assessment of
the risks of material misstatement, the materiality of
the Group’s operations at these components and to
introduce unpredictability in our testing.
The coverage achieved by our audit procedures was:
118
FRASERS GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
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 Parent 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 39
to 46 of the annual report.
As part of our audit we have performed a risk assessment,
including making enquiries of management, reading
board minutes and applying our knowledge of the Group
and Parent Company and the sector within which they
operate, to understand the extent of the potential impact
of climate change on the financial statements.
Taking account of the nature of the business, our
findings in respect of impairment testing and review of
the director’s going concern and viability assessments,
to changes in regulation, weather patterns and business
activities, we have not assessed climate-related risk to
be significant to our audit. There was also no impact on
our key audit matters.
In accordance with our obligations with regards to other
information, we have read the Group’s climate-related risk
disclosures on pages 39 to 46 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 39 to 46 in the Annual Report.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded
that the directors’ use of the going concern basis
of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the
directors’ assessment of the Group’s and Parent
Company’s ability to continue to adopt the going
concern basis of accounting included:
Obtaining an understanding of management’s
going concern models, discussing key assumptions
with management and assessing whether the
assumptions were consistent with those applied
elsewhere, such as in relation to the valuation of
inventory and the impairment of property related
assets held as PPE;
Checking the mathematical accuracy and integrity of
management’s cashflow models utilising a modelling
specialist, and agreeing opening balances to 27 April
2025 actual results;
Reviewing the revised term loan and revolving credit
facility agreement and checking management’s
forecast covenant compliance calculations are
in accordance with the agreement to determine
whether there is a risk of future breach;
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
and considering post year end sales to assess
whether they were consistent with those assumed in
the base model;
Critically assessing and testing management’s
sensitivity analysis to take account of reasonably
possible scenarios that could arise from the
risks identified, and performing our own reverse
stress-testing to identify the point at which covenant
compliance is impacted and considering the
likelihood of this scenario;
Challenging management regarding their
identification of discretionary spend that could be
reduced and other mitigating actions that could be
taken should such actions become necessary; and
Evaluating the Group’s disclosures on going concern
against the requirements of IAS 1
Presentation of
Financial Statements
.
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.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
119
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 annal 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.
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 110;
Directors’ explanation as to their assessment of the
Group’s prospects, the period this assessment covers
and why the period is appropriate set out on
page 69;
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 110;
Directors’ statement on fair, balanced and
understandable set out on page 101;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set
out on page 55;
Section of the annual report that describes the review
of effectiveness of risk management and internal
control systems set out on page 78; and,
Section describing the work of the audit committee
set out on page 96.
120
FRASERS GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
Responsibilities of Directors
As explained more fully in the directors’ responsibilities
statement set out on page 111, the directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the Group’s and the
Parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern basis
of accounting unless the directors either intend to
liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of
the Financial Statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
The Extent to Which the Audit was
Considered Capable of Detecting
Irregularities, Including Fraud
Irregularities are instances of non-compliance with
laws and regulations. The objectives of our audit
are to obtain sufficient appropriate audit evidence
regarding compliance with laws and regulations that
have a direct effect on the determination of material
amounts and disclosures in the financial statements, to
perform audit procedures to help identify instances of
non-compliance with other laws and regulations that
may have a material effect on the financial statements,
and to respond appropriately to identified or suspected
non-compliance with laws and regulations identified
during the audit.
In relation to fraud, the objectives of our audit are to
identify and assess the risk of material misstatement of
the financial statements due to fraud, to obtain sufficient
appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud through
designing and implementing appropriate responses and
to respond appropriately to fraud or suspected fraud
identified during the audit.
However, it is the primary responsibility of management,
with the oversight of those charged with governance,
to ensure that the entity’s operations are conducted in
accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud, the Group audit
engagement team and component auditors:
obtained an understanding of the nature of
the industry and sector, including the legal and
regulatory frameworks that the Group and Parent
Company operates in and how the Group and
Parent Company are complying with the legal and
regulatory frameworks;
inquired of management, and those charged with
governance, about their own identification and
assessment of the risks of irregularities, including
any known actual, suspected or alleged instances of
fraud;
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 our procedures we consider the most
significant laws and regulations that have a direct
impact on the financial statements are; UK-adopted
International Accounting Standards and FRS 102,
Companies Act 2006, tax legislation, Listing Rules and
Disclosures and Transparency Rules.
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, health and safety and Financial Conduct
Authority (FCA) regulations.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
121
The 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
internal and external legal counsel concerning actual
and potential litigation and claims;
inspecting minutes of meetings of those charged
with governance, internal audit reports and
correspondence with HMRC and the Group’s internal
tax team; and
reviewing component documentation on procedures
performed over compliance with international laws
and regulations.
We considered the opportunities and incentives that
may exist within the Group for fraud and identified
the greatest potential for fraud in those areas in
which management is required to exercise significant
judgement. In common with all audits under ISAs (UK)
we also performed specific procedures to respond to the
risk of management override and the risk of fraudulent
revenue recognition. These procedures included:
Testing the appropriateness of journal entries and other
adjustments based on risk criteria and comparing the
identified entries to supporting documentation;
Assessing whether the judgements made in making
accounting estimates were indicative of potential
bias;
Evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business;
Reviewing the design and implementation of manual
controls in relation to the occurrence, accuracy and
cut off of sales;
Testing the accuracy and existence of revenue
through agreement to cash receipt and other
supporting evidence;
Testing revenue transactions recorded either side of
the reporting date to determine whether revenue is
recognised in the correct accounting period; and
Investigating transactions posted to nominal ledger
codes outside of the normal revenue cycle identified
through the use of data analytics tools or review of
manual adjustments to revenue codes.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website at:
http://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other Matters Which We Are
Required to Address
Following the recommendation of the audit committee,
we were appointed by the Audit Committee and the
Board on 18 November 2019 to audit the financial
statements for the period ending 26 April 2020 and
subsequent financial periods.
The period of total uninterrupted consecutive
appointments is six years, covering the periods ending 26
April 2020 to 27 April 2025.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and
the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report
to the audit committee in accordance with ISAs (UK).
Use of Our Report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company
and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
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
16 July 2025
122
FRASERS GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
CONSOLIDATED INCOME STATEMENT
FRASERS GROUP PLC
123
CONSOLIDATED INCOME
STATEMENT
For the 52 weeks ended 27 April 2025
Total
Total
Note
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024 (restated)
(1)
(£’m)
(£’m)
CONTINUING OPERATIONS
Revenue
4,840.3
5,206.0
Credit account interest
85.3
111.0
Total revenue (including credit account interest)
4
4,925.6
5,317.0
Cost of sales
(2,597.1)
(2,887.2)
Impairment losses on credit customer receivables
24
(22.1)
(20.6)
Gross profit
4
2,306.4
2,409.2
Selling, distribution and administrative expenses
(1,788.3)
(1,906.0)
Other operating income
5
15.6
10.9
Property related impairment reversals/(impairments)
16
9.6
(14.5)
Profit on sale of properties
6
0.6
3.5
Fair value adjustments to investment properties
17
13.1
11.5
Operating profit
4
557.0
514.6
Profit on sale of subsidiaries
7
4.3
25.0
Investment income
8
111.3
78.4
Investment costs
9
(141.6)
(68.9)
Finance income
10
29.2
43.4
Finance costs
11
(182.8)
(91.5)
Share of profit of associated undertakings
20
2.0
-
Profit before taxation
4
379.4
501.0
Taxation
12
(92.7)
(107.9)
Profit after taxation from continuing operations
286.7
393.1
DISCONTINUED OPERATIONS
Profit/(loss) from discontinued operation, net of tax*
7
6.3
(6.5)
Profit for the period
293.0
386.6
ATTRIBUTABLE TO:
Equity holders of the Group
292.1
380.8
Non-controlling interests
0.9
5.8
Profit for the period
293.0
386.6
Pence per share
Pence per share
Basic earnings per share – Continuing operations
13
66.0
88.3
Basic earnings per share – Discontinued operations
13
1.5
(1.5)
Basic earnings per share – Total
13
67.5
86.8
Diluted earnings per share – Continuing operations
13
66.0
88.3
Diluted earnings per share – Discontinued operations
13
1.5
(1.5)
Diluted earnings per share - Total
13
67.5
86.8
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued operation and the reclassification of delivery income and costs associated with free-issue gift vouchers from
selling, distribution and administrative expenses to revenue. Please refer to note 1 for further information.
*The result from discontinued operations was wholly attributable to the equity holders of the Group.
The accompanying accounting policies and notes form part of these financial statements.
124
FRASERS GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the 52 weeks ended 27 April 2025
Note
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(£’m)
(£’m)
Profit for the period
293.0
386.6
OTHER COMPREHENSIVE (LOSS)/INCOME
ITEMS THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Fair value movement on long-term financial assets
19
(149.6)
(43.7)
Remeasurements of defined benefit pension scheme
21
0.2
0.4
Fair value adjustment in respect of properties transferred to investment property
31
-
1.2
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Exchange differences on translation of foreign operations
(0.6)
(21.7)
Foreign exchange impact of disposal of discontinued operations
(3.0)
-
Fair value movement on hedged contracts - recognised in the period
25,31
(9.0)
25.5
Fair value movement on hedged contracts – recognised time value of options
25,31
-
(0.7)
Fair value movement on hedged contracts - reclassified and reported in sales
25,31
(12.3)
(6.1)
Fair value movement on hedged contracts - reclassified and reported in inventory/
cost of sales
25,31
2.5
(8.1)
Fair value movement on hedged contracts - taxation taken to reserves
25,31
4.6
(2.9)
OTHER COMPREHENSIVE LOSS FOR THE PERIOD, NET OF TAX
(167.2)
(56.1)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
125.8
330.5
Continuing operations
119.5
337.0
Discontinued operations
7
6.3
(6.5)
125.8
330.5
ATTRIBUTABLE TO:
Equity holders of the Group
124.9
324.7
Non-controlling interest
0.9
5.8
125.8
330.5
The accompanying accounting policies and notes form part of these financial statements.
CONSOLIDATED BALANCE SHEET
FRASERS GROUP PLC
125
CONSOLIDATED BALANCE SHEET
As at 27 April 2025
Company number: 06035106
Note
27 April 2025
28 April 2024
(£’m)
(£’m)
ASSETS - NON CURRENT
Property, plant and equipment
16
1,097.2
962.6
Investment properties
17
513.3
350.5
Intangible assets
18
58.5
42.2
Long-term financial assets
19
959.1
495.4
Investment in associated undertakings
20
36.4
18.0
Retirement benefit surplus
21
0.1
0.6
Deferred tax assets
22
110.5
109.6
2,775.1
1,978.9
ASSETS - CURRENT
Inventories
23
1,128.3
1,355.3
Trade and other receivables
24
927.8
674.9
Derivative financial assets
25
47.3
87.2
Cash and cash equivalents
26
252.2
358.6
2,355.6
2,476.0
TOTAL ASSETS
5,130.7
4,454.9
LIABILITIES - NON CURRENT
Lease liabilities
27
(558.2)
(533.8)
Borrowings
27
(1,118.2)
(806.2)
Retirement benefit obligations
(1.9)
(1.8)
Deferred tax liabilities
22
(13.0)
(27.5)
Provisions
28
(214.5)
(247.8)
(1,905.8)
(1,617.1)
LIABILITIES - CURRENT
Borrowings
27
(75.0)
-
Derivative financial liabilities
25
(327.3)
(62.8)
Trade and other payables
29
(663.8)
(683.9)
Lease liabilities
27
(109.6)
(112.5)
Provisions
28
(9.1)
(11.2)
Current tax liabilities
(52.0)
(94.4)
(1,236.8)
(964.8)
TOTAL LIABILITIES
(3,142.6)
(2,581.9)
NET ASSETS
1,988.1
1,873.0
EQUITY
Share capital
30
64.1
64.1
Share premium
874.3
874.3
Treasury shares reserve
31
(770.6)
(770.6)
Permanent contribution to capital
31
0.1
0.1
Capital redemption reserve
31
8.0
8.0
Foreign currency translation reserve
31
22.1
25.7
Reverse combination reserve
31
(987.3)
(987.3)
Own share reserve
31
(66.8)
(66.8)
Hedging reserve
31
7.5
21.7
Share based payment reserve
30
60.1
51.4
Revaluation reserve
31
1.2
1.2
Retained earnings
2,747.4
2,623.0
Issued capital and reserves attributable to owners of the parent
1,960.1
1,844.8
Non-controlling interests
31
28.0
28.2
TOTAL EQUITY
1,988.1
1,873.0
The accompanying accounting policies and notes form part of these financial statements. The Group’s Financial
Statements were approved by the Board and authorised for issue on 16 July 2025 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
126
FRASERS GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
CONSOLIDATED CASH FLOW
STATEMENT
For the 52 weeks ended 27 April 2025
Note
52 weeks ended
27 April 2025
52 weeks ended
28 April 2024
(restated)
(1)
(£’m)
(£’m)
Profit before income tax from:
Continuing operations
379.4
501.0
Discontinued operations
6.3
(6.5)
Profit before taxation including discontinued operations
385.7
494.5
Net finance costs
153.6
49.6
Net investment costs/(income)
30.3
(9.5)
Profit on disposal of subsidiaries
(4.3)
(20.9)
Depreciation of property, plant and equipment
271.9
282.8
Amortisation of intangible assets
3.5
1.8
Net (reversal)/impairment of tangible and intangible assets and investment properties
(9.6)
21.4
(Gain)/loss on modification/remeasurement of lease liabilities
(9.7)
6.6
Profit on sale of properties
(0.6)
(3.5)
Fair value adjustments in respect of investment property
(13.1)
(11.5)
Share of profit of associated undertakings
(2.0)
-
Gain on bargain purchase
32
(6.8)
(0.7)
Employee bonus scheme charge
0.8
23.4
Pension scheme expenses
0.7
0.6
Operating cash inflow before changes in working capital
800.4
834.6
Decrease/(increase) in receivables
131.5
(47.4)
Decrease in inventories
203.4
114.1
Decrease in payables
(18.4)
(42.6)
Decrease in provisions
(33.2)
(47.5)
Cash inflows from operating activities
1,083.7
811.2
Income taxes paid
(140.3)
(129.0)
Net cash inflows from operating activities
943.4
682.2
Proceeds on disposal of property, plant and equipment and investment property
25.3
55.9
Proceeds on disposal of listed investments
19
126.9
133.3
Proceeds in relation to equity derivatives
278.7
58.0
Disposal of subsidiary undertakings
7
15.7
25.0
Purchase of subsidiaries, net of cash acquired
(3)
32
(47.4)
(60.9)
Purchase of property, plant and equipment, intangible assets and investment property
16, 17, 18
(411.7)
(267.2)
Purchase of listed investments
19
(820.9)
(382.6)
Purchase of associated undertakings
(17.2)
-
Increase in deposits relating to equity derivatives
(2)
24
(1,587.4)
(742.3)
Decrease in deposits relating to equity derivatives
(2)
24
1,203.7
793.4
Investment income received
5.7
2.3
Finance income received
17.1
29.3
Net cash outflows from investing activities
(1,211.5)
(355.8)
Lease payments
(142.0)
(162.8)
Finance costs paid
(83.1)
(64.9)
Borrowings drawn down
27
1,479.5
482.1
Borrowings repaid
27
(1,092.5)
(425.6)
Purchase of own shares
-
(126.4)
Net cash inflows/(outflows) from financing activities
161.9
(297.6)
Net (decrease)/increase in cash and cash equivalents including overdrafts
(106.2)
28.8
Exchange movement on cash balances
(0.2)
(3.1)
Cash and cash equivalents including overdrafts at beginning of period
358.6
332.9
Cash and cash equivalents including overdrafts at the period end
26
252.2
358.6
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued operation. Please refer to note 1 for further information.
(2)
Movements in deposits relating to equity derivatives in both the current and prior year have been presented on a gross basis. This has no impact on net cash outflows from investing activities or
net cash as previously reported.
(3)
Includes £18.8m paid to increase the Group’s ownership of Sports Direct Malaysia Sdn. Bhd to 100%.
The accompanying accounting policies and notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FRASERS GROUP PLC
127
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the 52 weeks ended 27 April 2025
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 30 April 2023
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
Acquisitions
(3)
-
-
-
-
-
-
(18.3)
-
(18.3)
(1.1)
(19.4)
Share scheme
-
-
-
8.7
-
-
-
-
8.7
-
8.7
Purchase of own shares
-
-
-
-
-
-
-
-
-
-
-
Transactions with owners in
their capacity as owners
-
-
-
8.7
-
-
(18.3)
-
(9.6)
(1.1)
(10.7)
Profit for the financial period
-
-
-
-
-
-
292.1
-
292.1
0.9
293.0
Other comprehensive income
Cashflow hedges - recognised
in the period
-
-
-
-
-
-
-
(9.0)
(9.0)
-
(9.0)
Cashflow hedges - reclassified
and reported in sales
-
-
-
-
-
-
-
(12.3)
(12.3)
-
(12.3)
Cashflow hedges -
reclassified and reported in
inventory/cost of sales
-
-
-
-
-
-
-
2.5
2.5
-
2.5
Cashflow hedges - taxation
-
-
-
-
-
-
-
4.6
4.6
-
4.6
Fair value adjustment in respect
of long-term financial assets
-
-
-
-
-
-
(149.6)
-
(149.6)
-
(149.6)
Remeasurements of defined
benefit pension scheme
-
-
-
-
-
-
0.2
-
0.2
-
0.2
Translation differences - Group
-
-
-
-
(3.6)
-
-
(3.6)
-
(3.6)
Total comprehensive income
for the period
-
-
-
-
(3.6)
-
142.7
(14.2)
124.9
0.9
125.8
At 27 April 2025
64.1
874.3
(770.6)
60.1
22.1
(66.8)
2,747.4
(970.5)
1,960.1
28.0
1,988.1
(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
current period related to the hedging reserve.
(3)
In the current and prior period, the Group increased its ownership in Sports Direct Malaysia.
The accompanying accounting policies and notes form part of these financial statements.
NOTES TO THE FINANCIAL
STATEMENTS
128
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
Frasers Group Plc (Company number: 06035106) is a
public 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 of the Annual Report.
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.
The financial statements are prepared in Pounds sterling,
which is the functional currency of the Parent Company.
The numbers presented in the Financial Statements
have been rounded to the nearest £0.1m, 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 July 2028 and is well placed to take
advantage of strategic opportunities as they arise. As a
consequence, the Directors believe that the Group is well
placed to manage its business risks successfully despite
the continued uncertain economic outlook.
Management has assessed the level of trading and has
forecast and projected a conservative base case and
also a number of even more conservative scenarios,
including taking into account the Group’s open positions
in relation to Hugo Boss options. These forecasts and
projections show that the Group will be able to operate
within the level of the current facility and its covenant
requirements (being interest cover and net debt to
pre-IFRS 16 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, or
reducing inventory cover. 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 historically 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.
129
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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.
130
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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.
131
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
The Group discontinues the use of the equity method
from the date when the investee 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.
132
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 FY25 is £57.5m (FY24:
£56.8m) and is recognised in the UK Sports segment.
In the case of revenue from third party commission on
concession sales within the 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. The Frasers Plus loyalty program currently
includes points that do not expire however the Group
may introduce an expiry at a later time, including
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 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.
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.
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.
133
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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 recorded in other comprehensive
income or charged 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.
134
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 (including transaction
costs). 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 properties are leased to tenants under
operating leases with rentals payable monthly. Lease
income from operating leases where the group is a lessor
is recognised on a straight-line basis.
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 17
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.
135
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
If the recoverable amount of an asset (or CGU) is
estimated to be less than its carrying amount, the
carrying amount of the asset (CGU) is reduced to its
recoverable amount. An impairment loss is recognised
as an expense immediately, unless the relevant asset
is carried at a re-valued amount, in which case the
impairment loss is treated as a revaluation decrease to
the original historic cost and then as an expense.
Impairment losses recognised for 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
and supplier rebates based on faulty goods. 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.
136
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 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.
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.
137
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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 a 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 or
has had interest suspended.
In line with IFRS 9, a financial asset is considered to be
in default when it is more than 90 days past due and/or
when the borrower is unlikely to pay its obligations in full.
Days past due are determined by counting the number
of days since the earliest elapsed due date in respect
of which the minimum payment has not been received.
Due dates are determined without considering any
grace period that might be available to the borrower.
When determining whether the credit risk of a financial
asset has increased significantly since initial recognition
and when estimating ECLs, the Group considers
reasonable and supportable information that is relevant
and available without undue cost or effort. This includes
both quantitative and qualitative information and
analysis based on the Group’s historical experience and
informed credit assessment including forward looking
information.
The key assumptions in the ECL calculations are:
Probability of Default (“PD”) - an estimate of the
likelihood of default over 12 months and the expected
lifetime of the debt;
Exposure at Default (“EAD”) - an estimate of the
exposure at a future default date, taking into account
expected changes in the exposure after the reporting
date, including repayments of principal and interest,
whether scheduled by the contract or otherwise, and
accrued interest from missed payments; and
Loss Given Default (“LGD”) - an estimate of the
loss arising in the case where a default occurs at a
given time. It is based on the difference between the
contractual cash flows due and those that the Group
would expect to receive, discounted at the original
effective interest rate. The key areas of estimation are
around the value that the Group will recover in respect
of the defaulted debt and the timing of such recoveries.
138
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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,
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. In respect of put and call options,
there are three distinct elements to fair value changes
recorded within investment income and expense:
1. Premiums received (disclosed within investment
income) - these are cash receipts and represent a
realised profit for the Group irrespective of whether
the option exercises or not. Premiums are recognised
on expiry of the option to which they relate.
2. Fair value movements (disclosed within investment
income or costs) – these are unrealised gains and
losses arising due to the remeasurement of the
derivative liabilities to fair value whilst the options
are open.
3. Losses on disposal (disclosed within investment
income) – these represent realised losses being the
difference between the market value of the shares
purchased upon the exercise of options and the cash
consideration paid to the relevant counterparty.
139
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
The Group disaggregates these three elements (which
are all presented within investment income and
expense within the consolidated income statement) in
order to provide useful information to the users of the
financial statements. Both the premiums received and
losses on disposal relate to options that have expired.
Our presentation enables the users of the financial
statements to ascertain the premium income that has
been received in exchange for the Group selling the
right to a counterparty to sell shares to the Group at a
set price. The loss on disposal shows the users of the
financial statements the loss that has arisen as a result
of purchasing shares at a premium to market value.
It is the Group’s view that each of these line items is
sufficiently material to warrant disclosure of their nature
and amount separately as required by paragraph 97 IAS
1 Presentation of Financial Statements (“IAS 1”).
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.
140
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Provisions
A provision is recognised when the Group has a present
legal or constructive obligation as a result of a past
event, it is probable that an outflow of resources will be
required to settle the obligation and a reliable estimate
can be made of the amount of the obligation.
The Group provides for its legal responsibility for
dilapidation costs in accordance with the terms of lease
agreements, following advice from chartered surveyors
and based on previous experience of exit costs. The
estimated cost of fulfilling the leasehold dilapidations
obligations is discounted to present value and analysed
between non-capital and capital components. The
capital element is recognised as part of the cost of the
right-of-use asset and is depreciated over the life of the
asset. The non-capital element is taken to the Income
Statement in the first year of the lease where the cost
it represents is of no lasting benefit to the Group or its
landlord. ‘Wear and tear’ costs are expensed to the
Income Statement. Provisions for onerous lease contracts
are recognised when the Group believes the unavoidable
costs of meeting the lease obligations exceed the
economic benefits expected to be received under the
lease. Legal provisions (including settlements and court
fees) are recognised based on advice from the Group’s
lawyers when it is probable that there will be an outflow
of resources and a reliable estimate can be made.
Other provisions include management’s best estimate of
restructuring, employment related costs and other claims.
Any reimbursement that the Group is virtually certain to
collect from a third party with respect to the obligation is
recognised as a separate asset. However, this asset may
not exceed the amount of the related provision.
No liability is recognised if an outflow of economic
resources as a result of present obligations is not
probable. Such situations are disclosed as contingent
liabilities unless the outflow of resources is remote.
Leases
The Group assesses whether a contract is or contains
a lease, at inception of the contract. Lease liabilities
are measured at the present value of the contractual
payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate
implicit in the lease unless (as is typically the case) this
is not readily determinable, in which case the Group’s
incremental borrowing rate on commencement of
the lease is used. Variable lease payments are only
included in the measurement of the lease liability if they
depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable
element will remain unchanged throughout the lease
term. Other variable lease payments such as revenue
linked property leases are expensed in the period to
which they relate.
On initial recognition, the carrying value of the lease
liability also includes:
amounts expected to be payable under any residual
value guarantee;
the exercise price of any purchase option granted in
favour of the Group if it is reasonably certain that the
option will be exercised; and
any penalties payable for terminating the lease, if the
term of the lease has been estimated on the basis of
the termination option being exercised.
Subsequent to initial measurement, lease liabilities
increase as a result of interest charged at the effective
rate on the balance outstanding and are reduced for
lease payments made.
Right-of-use assets are initially measured at the amount
of the lease liability, reduced for any lease incentives
(payments made by a lessor to a lessee associated
with a lease, or the reimbursement or assumption by a
lessor of costs of a lessee) received or impairment, and
increased for:
lease payments made at or before commencement
of the lease;
initial direct costs incurred; and
the amount of any provision recognised where the
Group is contractually required to dismantle, remove or
restore the leased asset, providing it meets the Group’s
property, plant and equipment capitalisation policy.
When an indication of impairment is identified,
right-of-use assets are tested for impairment in
accordance with IAS 36 by comparing the recoverable
amount (higher of value in use and fair value less costs
of disposal) with its carrying amount. The right-of-use
assets are presented within property, plant and
equipment in the Consolidated Balance Sheet.
141
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Subsequent to initial measurement, right-of-use assets are
amortised on a straight-line basis over the remaining term
of the lease or over the remaining economic life of the
asset if this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of
any lease (because, for example, it re-assesses the
probability of a lessee extension or termination option
being exercised), it adjusts the carrying amount of the
lease liability to reflect the payments to make over the
revised term, which are discounted at a revised discount
rate. The carrying value of lease liabilities is revised using
the original discount rate when the variable element
of future lease payments dependent on a rate or index
is revised. In both cases an equivalent adjustment is
made to the carrying value of the right-of-use asset, with
the revised carrying amount being amortised over the
remaining (revised) lease term.
When the Group renegotiates the contractual terms of
a lease with the lessor, the accounting depends on the
nature of the modification:
if the renegotiation results in one or more additional
assets being leased for an amount commensurate with
the standalone price for the additional rights-of-use
obtained, the modification is accounted for as a
separate lease in accordance with the above policy.
in all other cases where the renegotiation increases
the scope of the lease (whether that is an extension
to the lease term, or one or more additional assets
being leased), the lease liability is remeasured using
the discount rate applicable on the modification
date, with the right-of-use asset being adjusted by
the same amount.
if the renegotiation results in a decrease in the scope
of the lease, both the carrying amount of the lease
liability and right-of-use asset are reduced by the same
proportion to reflect the partial or full termination
of the lease with any difference recognised in profit
or loss. The lease liability is then further adjusted to
ensure its carrying amount reflects the amount of
the renegotiated payments over the renegotiated
term, with the modified lease payments discounted
at the rate applicable on the modification date. The
right-of-use asset is adjusted by the same amount.
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.
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.
142
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Equity Instruments
An equity instrument is any contract that evidences
a residual interest in the assets of the Group after
deducting all of its liabilities. Equity instruments issued
by the Group are recorded at the proceeds received, net
of any direct issue costs.
Foreign Currencies
The presentational currency of the Group is sterling.
The functional currency of the Company is also sterling.
Foreign currency transactions are translated into sterling
using the exchange rates prevailing on the dates of the
transactions. Exchange differences of the Company
arising on the settlement of monetary items, and on
the retranslation of monetary items, are included in the
Income Statement for the period.
Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included
in the Income Statement for the period except for
differences arising on the retranslation of non-monetary
items in respect of which gains and losses are recognised
in other comprehensive income. For such non-monetary
items, any exchange component of that gain or loss is
also recognised directly in other comprehensive income.
Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange ruling
at the balance sheet date. Non-monetary items that are
measured in terms of historical cost in a foreign currency
are not retranslated. Non-monetary items that are held
at valuation are translated at the foreign exchange rate
at the date of the valuation.
On consolidation, the assets and liabilities of foreign
operations which have a functional currency other than
sterling are translated into sterling at foreign exchange
rates ruling at the balance sheet date. The revenues
and expenses of these subsidiary undertakings are
translated at average rates applicable in the period. All
resulting exchange differences are recognised in other
comprehensive income and documented in a separate
component of equity.
When a foreign operation is sold, the cumulative exchange
differences that have been recognised as a separate
component of equity are reclassified from equity to the
Income Statement when the disposal is recognised.
In order to mitigate its exposure to certain foreign
exchange risks, the Group enters into forward and option
contracts (see Chief Executive’s
Report and Business Review and the cash flow hedging
accounting policy).
Dividends
Dividends are recognised as a liability in the Group’s
Financial Statements and as a deduction from equity in
the period in which the dividends are declared. Where
such dividends are proposed subject to the approval of
shareholders, the dividends are regarded as declared
once shareholder approval has been obtained and they
are no longer at the discretion of the Company.
Materiality
In preparing the Financial Statements, the Board
considers both quantitative and qualitative factors in
forming its judgements, and related disclosures, and
are mindful of the need to best serve the interests of its
stakeholders and to avoid unnecessary clutter borne of
the disclosure of immaterial items.
In making this assessment the Board considers the nature
of each item, as well as its size, in assessing whether any
disclosure omissions or misstatements could influence the
decisions of users of the Financial Statements.
Post-employment Obligations
The Group’s obligation in respect of defined benefit
pension plans is calculated by estimating the amount of
future benefit that employees have earned in return for
their service in the current and prior periods; that benefit
is discounted to determine its present value, and the fair
value of any plan assets (at bid price) is deducted. The
Group determines the net interest on the net defined
benefit asset/liability for the period by applying the
discount rate used to measure the defined benefit
obligation at the beginning of the annual period to the
net defined benefit asset/liability.
The discount rate is the yield at the reporting date on
bonds that have a comparable credit rating to that of
the Group and that have maturity dates approximating
to the terms of the Group’s obligations and that are
denominated in the currency in which the benefits are
expected to be paid.
Remeasurements arising from defined benefit pension
plans comprise actuarial gains and losses and the return
on plan assets (excluding interest). The Group recognises
them immediately in other comprehensive income and all
other expenses related to defined benefit pension plans in
employee benefit expenses in the income statement.
143
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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:
Classification of liabilities as current or Non-current
and Non-current liabilities with covenants -
Amendments to IAS 1.
Lease liability in sale and leaseback - Amendments
to IFRS 16
Supplier financing arrangements - Amendments to
IAS 7 and IFRS 7
By adopting the above, there has been no material
impact on the Financial Statements.
International Financial Reporting
Standards (“Standards”) in Issue but Not
Yet Effective
At the date of authorisation of these consolidated
Financial Statements, standards, interpretations and
amendments that became effective in the current financial
year have not had a material impact on the consolidated
Group financial statements. The Group has not applied
any standards, interpretations or amendments that have
been issued but are not yet effective.
The impact of the following is under assessment and is
expected to have a material impact on the presentation
of the Consolidated Income Statement in future years:
IFRS 18 ‘Presentation and disclosure in financial
statements’, which will become effective in the
consolidated Group financial statements for
the financial year ending April 2028, subject to
UK endorsement.
On 11 July 2023, rules were enacted to ensure large
multi-national groups pay a minimum level of
corporation tax in respect of all countries where they
operate (known as “Pillar 2”). These came effect for the
Group from 1 May 2024. Based on the Group’s current
business and tax profile, the implement of Pillar 2
legislation will not have a material impact on the Group’s
tax rate or tax payments. The estimated additional
potential cost under the known Pillar 2 principles is
approx. £0.5m.
The Group has applied the exception under IAS 12 to
recognising and disclosing information about deferred
tax assets and liabilities related to top-up taxes.
Restated Financial Information
Reclassification of delivery income and costs associated with
free-issue gift vouchers
Following a review of financial reporting processes
undertaken during the current period, management
identified that income received from customers in
respect of the delivery on online orders and the costs
associated with offering free-issue gift vouchers
(essentially a discount against a future order) had been
incorrectly classified within selling, distribution and
administrative expenses rather than within revenue.
The impact of this change in the current period is
to increase revenue (and consequently gross profit)
by £90.0m and to increase selling, distribution and
administrative expenses by the same amount. The results
for the prior period have been restated on an equivalent
basis resulting in a £74.0m increase to revenue (and
consequently gross profit) and a corresponding increase
in selling, distribution and administrative expenses.
This change does not impact upon the Group’s reported
profit, earnings per share, consolidated balance sheet or
consolidated cashflow statement in either the current or
prior period.
Game Spain
The Group completed the disposal of the Game Spain
business on 19 March 2025 by way of selling the entire
share capital of Game Spain Iberia, SL to Guidebridge
Opportunities 4, S.L. In accordance with IFRS 5.32,
management considered that Game Spain 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. Consequently, its results
for the current period have been presented separately
as a single line item within the Consolidated Income
Statement. The prior period results have been restated
on an equivalent basis.
144
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
2. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
Climate Change
We have considered the potential impact of climate
change in preparing these financial statements. Tackling
climate change is a global imperative. Measures which
support climate change initiatives and our wider ESG
agenda continue to be key components of our strategic
direction, supporting sustainability, the broader social
agenda and consumer choice. The risks associated
with climate change have been deemed to be arising
in the medium to long term, however we are working to
mitigate these risks as detailed within the TCFD section
of this annual report.
We have considered climate change as part of our
cash flow projections within going concern, impairment
assessments and viability, and the impact of climate
change is not deemed to have a significant impact on
these assessments currently and therefore they are not
deemed to be a key source of estimation uncertainty.
The Group will continue to monitor the impacts of
climate change over the coming years.
The critical accounting estimates and judgements made
by the Group regarding the future or other key sources
of estimation, uncertainty and judgement that may have
a significant risk of giving rise to a material adjustment
to the carrying values of assets and liabilities within the
next financial period are:
Critical Accounting Judgements
Determining Related Party Relationships
Management determines whether a related party
relationship exists by assessing the nature of the
relationship by reference to the requirements of IAS 24,
Related Party Disclosures. This is in order to determine
whether significant influence exists as a result of control,
shared directors or parent companies, or close family
relationships. The level at which one party may be
expected to influence the other is also considered for
transactions involving close family relationships.
Control and Significant Influence Over
Certain Entities
Under IAS 28 Investments in Associates and Joint
Ventures (“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%
Mulberry Group plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
The Group does not have any representation on the
board of directors.
There is no participation in decision making and
strategic processes, including participation in
decisions about dividends or other distributions.
In this regard, it was noted that there is another
shareholder (Challice Limited) who owns over 50% of
the shares.
There have been no material transactions between
the Group and the investee.
There has been no interchange of managerial
personnel.
No non-public essential technical management
information is provided by the investee.
Management notes that, subsequent to the year-end, a
representative of the Group was appointed to the board
of Mulberry. Management considers that the change
in ownership post year-end does not indicate that
significant influence existed at any point during FY25 but
will be relevant to the FY26 assessment, which has not
yet taken place.
145
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
XXL ASA (“XXL”)
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
The Group does not have any representation on the
board of directors.
There is no participation in decision making and
strategic processes, including participation in
decisions about dividends or other distributions
(as evidenced by the rebuttal of the Group’s initial
attempts to assist in the business’s fundraising efforts
in FY25).
There have been no material transactions between
the Group and the investee.
There has been no interchange of managerial
personnel.
No non-public essential technical management
information is provided by the investee.
Management notes that, subsequent to the year-end,
the Group has acquired a majority shareholding in XXL
and will therefore consolidate XXL’s results from the
point the Group obtained control in FY26. Management
considers that the change in ownership post year-end
does not indicate that significant influence existed at
any point during FY25 but will be relevant to the FY26
assessment, which has not yet taken place.
ASOS plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
The Group does not have any representation on the
board of directors.
There is no participation in decision making and
strategic processes, including participation in
decisions about dividends or other distributions. In this
regard, it was noted that there is another shareholder
with a larger shareholding than the Group.
There have been no material transactions between
the Group and the investee.
There has been no interchange of managerial
personnel.
No non-public essential technical management
information is provided by the investee.
AO World plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
The Group does not have any representation on the
board of directors.
There is no participation in decision making and
strategic processes, including participation in
decisions about dividends or other distributions.
It was noted that there are a number of other
shareholders who hold large investments comparable
to the Group’s. These include John Roberts (the
founder of the business) who remains a board
director and currently holds 17.5% of the voting
rights, and also Camelot Capital who hold 20.4% of
the voting rights. In combination, these other large
shareholders could block any resolutions proposed by
the Group.
There have been no material transactions between
the Group and the investee.
There has been no interchange of managerial
personnel.
No non-public essential technical management
information is provided by the investee.
Boohoo Group plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
The Group does not have any representation on
the board of directors. The Group attempted to get
directors appointed to the Board during FY25, but
these attempts were rebuffed.
There is no participation in decision making and
strategic processes, including participation in
decisions about dividends or other distributions.
It was noted that the Kamani family holds 22.8%
of voting rights in the company and that the two
founders of the group are members of the board
of directors. These individuals run the business on a
day-to-day basis and the Group’s management do
not consider that they exert significant influence on
them.
There have been no material transactions between
the Group and the investee.
There has been no interchange of managerial
personnel.
No non-public essential technical management
information is provided by the investee.
146
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 £22.5m (FY24: £30.0m), being £6.3m (FY24:
£6.4m) net of amounts recognised in respect of loss
allowance. The Group is satisfied that the existence of
these transactions provides evidence that the entity has
significant influence over the investee but in the absence
of any other rights, in isolation it is insufficient to meet
the control criteria of IFRS 10, as the Group does not
have power over Four (Holdings) Limited.
Tymit Limited
The Group holds 44.2% (FY24: 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 has advanced Tymit convertible loans
of £16.8m at 27 April 2025 (£15.8m as 28 April 2024),
which have been fully provided for. Management has
considered whether any of the rights attaching to the
loan notes could give rise to control and concluded that
this was not the case.
Kangol LLC
The Group holds 49% of the share capital of Kangol
LLC having sold 51% of its shareholding to Bollman Hat
Company for £17.6m in the prior period. 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.
Hudson Holdings (“Hudson”)
The Group acquired at 41.8% holding in Hudson during
FY25. This holding is accounted for as an associate
under IAS 28 as the Group exhibits significant influence
over the investee.
Consideration of significant influence in investees with
holdings lower than 20%
Hugo Boss
Whilst the Group’s shareholding was below the
20% threshold set out in IAS 28 at FY25 year-end,
management notes that Michael Murray was appointed
to Boss’s supervisory board on 16 May 2025 and the
Group’s shareholding has subsequently increased to
approximately 25%. Management consider that these
changes do not indicate that significant influence
existed at any point during FY25 but will be relevant to
the FY26 assessment, which has not yet taken place.
Accent
Management notes that a representative of the Group
was appointed to the board of Accent during FY25, and
that the Group entered into a long-term partnership
with Accent in May 2025, increasing it’s shareholding to
approximately 20% at that point. Management consider
that these changes do not indicate that significant
influence existed at any point during FY25 but will be
relevant to the FY26 assessment, which has not yet
taken place.
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.
147
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Management have reviewed the detailed forecasts
and the growth assumptions within them and are
satisfied that forecasts on which the cash flow hedge
accounting has been based meet the criteria per IFRS 9
as being highly probable forecast transactions. Should
the forecast levels not pass the highly probable test,
any cumulative fair value gains and losses in relation to
either the entire or the ineffective portion of the hedged
instrument would be recognised in the Consolidated
Income Statement.
Management considers various factors when
determining whether a forecast transaction is highly
probable. These factors include detailed sales and
purchase forecasts by channel, geographical area and
seasonality, conditions in target markets and the impact
of expansion in new areas. Management also consider
any change in alternative customer sales channels that
could impact on the hedged transaction.
If the forecast transactions were determined to be
not highly probable and all hedge accounting was
discontinued, amounts in the Hedging reserve of up to
£7.5m (FY24: £21.7m) would be shown in Finance Income.
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. This assessment includes a
consideration of current use, future plans for the property
and the strategy employed by the Group in managing
the property. Management applies judgement in the
consideration of whether or not it 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 seven
properties (FY24: four), 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 27 April 2025, a provision
of £146.8m (FY24: £192.0m) was held against a gross
inventory value of £1,275.1m (FY24: £1,547.3m).
In assessing the level of provision required, management
has applied its experience and industry knowledge
to divide the core UK inventory holding into
separate categories based on internal management
classifications and behavioural characteristics, taking
account of experience by fascia 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 5% (FY24: 15%) to
clear an equivalent volume of out of season inventory
and that approximately two times (FY24: fifteen 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
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 has applied a provision rate
of 100% against a portion of the inventory holding
that is either currently being sold at a loss or exhibits
an unusually high level of obsolescence risk. The 100%
provision rate reflects the costs associated with clearing
and disposing of this inventory. Consideration is also
given to a provision to reflect an element of shrinkage
(due to inventory loss in stores or warehouses) that will be
present in the closing inventory figure based on average
rates of shrinkage and average inventory turn rates.
148
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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.
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
£3.8m/(£3.8m)
Decrease in sales prices on out of season inventory
Base assumption
-5%
Sensitised assumption
-10%/nil%
Increase/(decrease) to
provision
£6.6m/(£3.3m)
Increase in out of season Premium Lifestyle
inventory on hand after three years
Base assumption
2 times historical rate
Sensitised assumption
3 times historical rate/1 times historical rate
Increase/(decrease) to
provision
£6.1m/(£6.3m)
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 28
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 its 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. The annual movement in the dilapidations
provisions is considered immaterial.
Sensitivity analysis to changes in key assumptions is
as follows:
% of stores where a
Estimated cost per
dilapidation cost is
sq. ft.
incurred
Base assumption
£18.10
25%
Sensitised assumption
£19.10/£17.10
30%/20%
Increase to provision
£1.8m
£5.9m
(Decrease) to provision
(£1.8m)
(£5.9m)
Legal and Regulatory Provisions - Note 28
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. 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.
149
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Other Receivables and Amounts Owed by
Related Parties
Other receivables and amounts owed by related
parties are stated net of provision for any impairment.
Management have applied estimates in assessing the
recoverability of working capital and loan advances
made to investee companies. Matters considered
include the relevant financial strength of the underlying
investee company to repay the loans, the repayment
period and underlying terms of the monies advanced,
forecast performance of the underlying borrower, and
where relevant, the Group’s intentions for the companies
to which monies have been advanced. Management
have applied a weighted probability to certain potential
repayment scenarios, with the strongest weighting given
to expected default after two years.
Impairment of 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 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 at the top
of the next column. The discount rate for each lease is
dependent on lease start date, term and location.
   
Lease Term FY25
UK
Europe
Rest of World
Up to 5 years
1.4% - 5.7%
0.3% - 4.0%
1.5% - 6.0%
Greater than 5 years
     
and up to 10 years
2.0% - 5.7%
0.5% - 4.0%
2.4% - 5.7%
Greater than 10 years
     
and up to 20 years
2.2% - 5.8%
0.8% - 4.0%
2.9% - 5.9%
Greater than 20 years
2.5% - 5.9%
1.1% - 4.1%
3.5% - 6.1%
   
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 %
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 £5.0m (FY24: a net
reversal £0.4m) due to the improving conditions in the
retail sector on the forecast cash flows of the CGU. This
is broken down as follows:
£6.2m reversal (FY24: reversal £5.2m) against
right-of-use assets; and
£1.2m impairment charge (FY24: impairment charge
£4.8m) against plant and equipment.
150
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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:
Reversal
Impact of change in
increase/
Forecast:
assumption:
(decrease) (£’m)
10% improvement
Sales decline year 1
to 9% increase
0.7
Sales decline year 1
10% reduction to 11% decline
(5.1)
Existing gross margin
year 1 > 40%
100bps – improvement
0.3
Existing gross margin
year 1 > 40%
100bps – reduction
(0.5)
New store exemption
(1)
Change from 2 to 3 years
6.3
Operating costs increase
year 1
Change from 2% to 5%
(0.5)
(1)
Stores which have been open for less than two years are not reviewed for impairment. This
changed in the prior 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 notes 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.
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 reversal of £4.6m (FY24: net
impairment charge £14.9m) was recorded for the current
period due to certain properties out performing against
forecasted results where material impairments were
previously incurred. This is broken down as follows:
£2.7m reversal (FY24: reversal of £6.8m) against
freehold land and buildings and a £0.7m reversal
(FY24: impairment charge £6.7m) in relation to long
leasehold properties; and
£1.2m reversal (FY24: impairment charge £15.0m)
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
FY25
Year 1
Year 2
Year 3
Year 4
Year 5
Sales decline
-1%
-1%
-1%
-1%
-1%
Existing gross margin
> 40%
-50bps
-25bps
-
-
-
Operating costs
increase per annum
2%
2%
2%
2%
2%
Discount rate
10.6%
10.6%
10.6%
10.6%
10.6%
Terminal growth rate of 2%
Properties purchased within two years, or stores that have not traded for
two years, are not reviewed for impairment.
Key assumptions
FY24
Year 1
Year 2
Year 3
Year 4
Year 5
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.
151
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
A sensitivity analysis has been performed in respect of sales, margin and operating costs as these are considered to be
the most sensitive of the key assumptions.
Forecast:
Impact of:
Reversal increase/(decrease) (£’m)
Sales decline year 1
10% improvement to 9% sales increase
-
Sales decline year 1
10% reduction to 11% sales decline
-
Existing gross margin year 1 > 40%
100bps – improvement
-
Existing gross margin year 1 > 40%
100bps – reduction
-
Operating costs increase year 1
Change from 2% to 5%
-
The reasonably possible movements in the assumptions listed above do not result in a change in the reversals
indicated.
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
Void period and rent-free band – three bands applied
depending on circumstances:
Estimated Rental Value (ERV) and suitable reversionary yield
applied to reflect the market to generate a net capital value. A
1 year void, 1 year rent free; or
Vacant units
deduction to the capital value generated is then made based on
1 year void, 2 years rent free; or
the void period with applicable rates payable for the unit and
2 years void, 3 years rent free.
rent-free incentive.
Yield bands – ranging from 6.0% - 20.0%
Will be assumed the unit is vacant given there is no legally
Void period and rent-free band – three bands applied
binding inter-company agreement in place. Therefore, a void
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
Frasers Group occupied
reversionary yield. Although we consider the commercial reality
1 year void, 2 years rent free; or
is that fair value less costs to sell will be higher than vacant
possession, this very conservative assumption is in line with both
2 years void, 3 years rent free.
technical accounting rules and that of our management experts.
Yield bands – ranging from 6.0% - 20.0%
ERV is applied reflecting the market for the applicable
An ERV is applied using a percentage band on the passing rent.
unit. An appropriate reversionary yield is applied
Third party tenanted
An appropriate reversionary yield is applied reflecting the risk
reflecting the risk of tenant and renewal to generate
of tenant and renewal to generate a capital value. This will also
a capital value. This will also provide a net initial yield
provide a net initial yield based off the current passing rent.
based off the current passing rent.
A 10% increase in the market valuation amounts used in the impairment/reversal calculations would result in a £nil
impact on the reversal charge (FY24: £0.8m).
The total recoverable amount of the assets that were reversed at the period end was £82.3m (FY24: £61.8m), with £nil
(FY24: £7.7m) of this being based on their fair value less costs of disposal and £82.3m (FY24: £54.1m) being based on
their value in use.
152
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 assess 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 discount rate used. During
the period, net reversal of provisions amounted to £8.8m
(FY24: £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:
Reversal
Impact of change in
increase/
Forecast:
assumption:
(decrease) (£’m)
Sales decline year 1
10% improvement to
4.7
9% sales increase
Sales decline year 1
10% reduction to 11%
sales decline
(11.8)
Existing gross margin
100bps –
year 1 > 40%
improvement
0.5
Existing gross margin
year 1 > 40%
100bps – reduction
(1.2)
New store exemption
(1)
Change from 2 to 3
9.4
years
Operating costs increase year 1
Change from 2% to
5%
(2.3)
(1)
Stores which have been open for less than two years are not reviewed for impairment. This
changed in the prior 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 notes 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.
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 6.0%
to 20.0%. Refer to note 17 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 27 April 2025,
trade receivables with a gross value of £254.9m
(FY24: £286.9m) were recorded in the consolidated
balance sheet, less a provision for impairment of £73.2m
(FY24: £80.7m).
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 24.
153
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Macroeconomic scenarios
The principal macroeconomic driver factored into the impairment model is unemployment. The latest economic
scenarios used in the model along with the probably weighting applied to each are summarised as follows:
Scenario
Qualitative explanation
Probability weighting applied
 
Inflation returns quickly to target despite strong growth and the Bank of England cuts interest
 
Upside
rates to 4% by mid-2025. Unemployment eventually falls back to 3.8%, wage growth remains
5%
 
strong and supportive as the economy moves onto a higher productivity path.
 
 
Inflation is expected to end the year at 3.1% (FY24: 2.3%) as more than half of firms intend to
 
Baseline
pass on some or all the hit from higher taxes and the minimum wage. This shouldn’t prevent
 
 
the Monetary Policy Committee from cutting the Bank Rate to (at least) 4% by end-2025.
50%
 
Affordability constraints means we still expect a slight fall in prices in the coming months.
 
 
By mid 2025 the Bank of England cuts interest rate sharply in the summer as it becomes
 
Downside
clear the slump in demand is adding to global deflationary forces. The economy goes into
 
 
recession: GDP falls around 2.5% peak-to-trough. GDP contracts 0.2% in 2025 and 1.6% in
30%
 
2026. Unemployment peaks at 6% in Q2 2026.
 
 
Inflation rise sharply, hitting a peak of 7.3% during Q4 2025. The Bank of England raises
 
Stress
interest rates to 6.25% in early 2026; the correction in asset prices turns into a crash. The
15%
 
unemployment rate rises to 8%.
 
Valuation of Assets Acquired in Business Combinations
The principal estimate in the acquisition of Twin Sport was around the fair value of inventory acquired. The fair value
of inventory, which primarily included finished goods, was estimated at £10.8m, an increase of £1.0m on the carrying
value prior to the acquisition. Overall, the Group recognised goodwill of £20.5m on acquisition of Twin Sport, with
total consideration of £20.2m for net liabilities at fair value of £0.3m. A summary of the assets acquired and liabilities
assumed can be found in note 32.
154
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 25;
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 25;
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 25.
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 reviews forecasts and consider
risks and equivalent mitigating actions to ensure there is
adequate headroom on the facilities and to ensure the
Group is operating within its financial covenants.
155
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Strategic Investments (Including Options)
The Group is exposed to a number of risks in respect
of its strategic investments including the shareholdings
disclosed long-term financial assets and its open
positions disclosed within derivative financial liabilities.
Price risk
For long-term financial assets, increases or decreases
to share prices of companies in which the Group holds
shareholding (the result of, amongst other factors,
operational performance and market volatility) can
result in increases or decreases in the value of long-term
financial assets. 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 as gains and losses are recorded in other
comprehensive income.
For open option positions, increases or decreases to
share prices of companies in which the Group holds
open option positions (the result of, amongst other
factors, operational performance and market volatility)
can result in increases or decreases to the fair value
of derivative liabilities. Fair value gains and losses are
recorded within investment income or costs in the
consolidated income statement.
Liquidity risk
Under sold put or call options, the Group receives a
premium in exchange for giving a counterparty the right
to sell or buy a set number of shares to the Group at a
pre-agreed strike price. In practice, for put options, if the
market price of the relevant equity falls below the strike
price by the time the option expires, the counterparty will
exercise the option, leading to a cash outflow.
The Group’s open option positions at the balance sheet
date have maturity dates ranging from June 2025
to December 2028 as set out in the table below. The
potential cash outflows can differ materially depending
on the share price in the relevant equity at the point the
option is exercised, and indeed the options may not be
exercised. The share prices used in the analysis below
are consistent with those used in the Group’s base-case
forecast for the purposes of assessment the Group’s
going concern and viability:
   
 
Year-ended
Year-ended
Year-ended
Year-ended
 
April 2026
April 2027
April 2028
April 2029
Potential cash
       
outflow at
(87.8)
(76.1)
-
-
maturity (£m)
       
Credit Risk
The Group’s maximum exposure to credit risk for open
options at year-end is £nil because the counterparty
pays the premium at the inception of the options.
Objectives, policies and processes for managing risk
The Group’s objective in making strategic investments is
to develop relationships and partnerships, commercial
or otherwise, with other retailers, suppliers, and brands,
beyond just acting as a traditional pure play physical
retailer. The Group has historically done this and
continues to make strategic investments through –
including, but not limited to – acquisitions of shares,
options, contracts for difference and other financial
instruments.
In accordance with the Group’s policies, no specific
hedging activities are undertaken in relation to these
investments, although management notes that it could
divest of some or all of the Group’s holdings to limits
exposure to price risk for long-term financial assets. For
options, the Group can pay a premium to close out some
or all of its open options to mitigate the liquidity risk, as
well as selling down some or all of the shares acquired
via options in the open market. Other methods to
mitigate the liquidity risk include the spreading of option
maturities, the use of put spreads, and stop loss orders to
close out options at a set level.
There have been no changes in approach between the
current and prior period.
Capital Management
A description of the Group’s objectives, policies and
processes for managing capital are included in note 25.
156
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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.
The Group presents five operating segments:
• UK Sports
This segment 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 & Frasers, Gieves and
Hawkes, and Sofa.com along with the related websites,
the businesses acquired from JD Sports, 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, Twin Sport in the Netherlands, the Baltics & Asia
e-commerce offerings, the MySale business in Australia,
and all non-UK based wholesale and licensing activities
(relating to brands such as Everlast and Slazenger).
• Property
This segment includes the results from the Group’s
freehold property owning and long leasehold holding
property companies and the associated property, plant
and equipment that generate third party rental, other
property related income (e.g. car parking, conference
and events income). The results of the Coventry Arena
are reported in this segment. The depreciation of
freehold and long leasehold owner-occupied properties
is also reported in this segment.
• Financial Services
This segment includes the result 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.
157
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Segmental information for the 52 weeks
ended 27 April 2025:
Premium
Financial
Group
UK Sports
lifestyle
International
Retail
Property
Services
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Revenue
2,698.1
1,048.2
1,007.4
4,753.7
86.6
85.3
4,925.6
Cost of sales
(1,398.5)
(635.4)
(553.6)
(2,587.5)
(9.6)
(22.1)
(2,619.2)
Gross profit
1,299.6
412.8
453.8
2,166.2
77.0
63.2
2,306.4
Gross Margin %
48.2%
39.4%
45.0%
45.6%
88.9%
74.1%
46.8%
Operating costs
(823.8)
(255.4)
(339.7)
(1,418.9)
(46.6)
(45.7)
(1,511.2)
Fair value adjustments to investment properties
-
-
-
-
13.1
-
13.1
Profit on disposal of properties
-
-
-
-
0.6
-
0.6
Profit from trading
475.8
157.4
114.1
747.3
44.1
17.5
808.9
Depreciation & amortisation
(134.3)
(27.2)
(69.3)
(230.8)
(44.2)
(0.4)
(275.4)
Impairments net of impairment reversals
5.0
1.8
(1.8)
5.0
4.6
-
9.6
Share-based payments
(0.8)
-
-
(0.8)
-
-
(0.8)
Foreign exchange realised
19.8
(0.1)
(4.9)
14.8
-
(0.1)
14.7
Operating profit
365.5
131.9
38.1
535.5
4.5
17.0
557.0
Profit on sale of subsidiaries
4.3
Share of profit of associated undertakings
2.0
Net investment costs
(30.3)
Net finance costs
(153.6)
Profit before tax
379.4
Profit from discontinued operations
6.3
Fair value adjustment to derivative financial instruments
46.8
Fair value losses on equity derivatives
141.6
Realised FX gain
(14.7)
Share-based payments
0.8
Adjusted profit before tax (“APBT”)
560.2
Revenue from external customers in Frasers Group Financial Services Limited includes credit account interest of
£85.3m (FY24: £111.0m), and gross profit includes impairment losses on credit customer receivables of £22.1m (FY24:
£20.6m), both of which are recognised in the Financial Services segment.
Other segmental items included in the income statement for the 52 weeks
ended 27 April 2025:
Premium
Financial
UK Sports
lifestyle
International
Retail
Property
Services
Group Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Property, plant & equipment depreciation
(85.8)
(24.0)
(27.9)
(137.7)
(44.2)
(0.4)
(182.3)
Property, plant & equipment (impairment)/reversals
(1.2)
-
-
(1.2)
4.6
-
3.4
IFRS 16 ROU depreciation
(47.2)
(3.2)
(39.2)
(89.6)
-
-
(89.6)
IFRS 16 ROU (impairment)/reversals
6.2
1.8
(1.8)
6.2
-
-
6.2
Fair value adjustments to investment properties
-
-
-
-
13.1
-
13.1
IFRS 16 disposal and modification/remeasurement
of lease liabilities
9.6
0.8
(0.7)
9.7
-
-
9.7
Intangible amortisation
(1.3)
-
(2.2)
(3.5)
-
-
(3.5)
158
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Information regarding segmental assets and liabilities as at
27 April 2025
and capital expenditure for the 52 weeks
then ended:
Premium
Financial
UK Sports
lifestyle
International
Retail
Property
Services
Eliminations
Group Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Total assets
7,236.5
1,386.1
779.5
9,402.1
160.0
230.1
(4,661.5)
5,130.7
Total liabilities
(4,040.8)
(1,084.7)
(618.4)
(5,743.9)
(224.5)
(119.2)
2,945.0
(3,142.6)
Tangible asset additions
52.5
40.0
60.2
152.7
259.0
-
-
411.7
Right of use asset additions
63.4
0.9
49.2
113.5
-
-
-
113.5
The segment assets and liabilities above include intercompany balances which eliminate on consolidation but appear
in the information presented to the Chief Operating Decision Maker (CODM). Eliminations primarily relate to the
elimination of intercompany balances on consolidation, intangible assets arising on consolidation, defined benefit
pension surplus as well as current tax balances and deferred tax. These are shown in eliminations in the information
presented to the CODM.
Segmental information for the 52 weeks
ended 28 April 2024
(1)
Premium
Financial
UK Sports
lifestyle
International
Retail
Property
Services
Group Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Revenue
2,908.9
1,229.8
994.6
5,133.3
72.7
111.0
5,317.0
Cost of sales
(1,558.5)
(773.2)
(547.7)
(2,879.4)
(7.8)
(20.6)
(2,907.8)
Gross profit
1,350.4
456.6
446.9
2,253.9
64.9
90.4
2,409.2
Gross Margin %
46.4%
37.1%
44.9%
43.9%
89.3%
81.4%
45.3%
Operating costs
(882.0)
(319.4)
(319.7)
(1,521.1)
(40.8)
(32.8)
(1,594.7)
Fair value adjustments to investment properties
-
-
-
-
11.5
-
11.5
Profit on disposal of properties
-
-
-
-
3.5
-
3.5
Profit from trading
468.4
137.2
127.2
732.8
39.1
57.6
829.5
Depreciation & amortisation
(109.9)
(36.4)
(76.5)
(222.8)
(60.2)
(1.5)
(284.5)
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
38.1
489.8
(31.3)
56.1
514.6
Profit on sale of subsidiaries/discontinued
operations
25.0
Net investment income
9.5
Net finance costs
(48.1)
Profit before tax
501.0
Loss from discontinued operations
(6.5)
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
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued operation and the reclassification of delivery income and costs associated with free-issue gift vouchers from
selling, distribution and administrative expenses to revenue. Please refer to note 1 for further information.
159
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Other segmental items included in the income statement for the 52 weeks
ended 28 April 2024:
Premium
Financial
UK Sports
lifestyle
International
Retail
Property
Services
Group Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Property, plant & equipment depreciation
(68.7)
(26.9)
(41.6)
(137.2)
(60.2)
(2.1)
(199.5)
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:
Premium
Financial
UK Sports
lifestyle
International
Retail
Property
Services
Eliminations
Group 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.
160
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Geographic Information
Segmental information for the 52 weeks ended
27 April 2025:
   
 
UK
Europe
USA
Asia
Oceania
Eliminations
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Segmental revenue from external customers
3,913.2
788.4
113.5
82.0
28.5
-
4,925.6
Total capital expenditure (including ROU assets)
407.5
103.9
3.4
10.3
0.1
-
525.2
Non-current segment assets*
1,364.1
301.9
29.8
9.1
0.5
-
1,705.4
Total segmental assets
9,127.7
498.9
104.8
55.6
5.2
(4,661.5)
5,130.7
Segmental information for the 52 weeks ended
28 April 2024
(1)
:
   
 
UK
Europe
USA
Asia
Oceania
Eliminations
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Segmental revenue from external customers
4,317.7
762.1
130.1
71.6
35.5
-
5,317.0
Total capital expenditure (including ROU assets)
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
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued operation and the reclassification of delivery income and costs associated with free-issue gift vouchers from
selling, distribution and administrative expenses to revenue. Please refer to note 1 for further information.
*Excludes deferred tax, long-term financial instruments and retirement benefit surplus.
Material non-current segmental assets – by a non-UK country:
   
 
USA
Hungary
Latvia
Estonia
Ireland
Netherlands
Poland
Germany
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
FY25
29.8
11.6
11.4
51.6
103.3
35.0
19.7
21.9
FY24
33.0
5.6
8.5
31.9
93.3
1.8
13.4
20.5
Material segmental revenue from external customers – by a non-UK country:
   
 
USA
Belgium
Austria
Estonia
Ireland
Netherlands
Denmark
Malaysia
Poland
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
FY25
113.5
118.0
34.6
148.2
204.1
63.6
30.6
72.0
43.6
FY24
129.8
113.3
39.6
150.3
210.3
7.5
58.0
62.5
37.5
Note the Group has no individual customer which accounts for more than 10% of revenue in the current or prior
period.
5. OTHER OPERATING INCOME
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Other
15.6
10.9
 
15.6
10.9
Other operating income relates to charges for aircraft, lease surrender premiums, ad hoc income and sundry charges
to third parties.
161
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
6. PROFIT ON SALE OF PROPERTIES
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Profit on sale of properties
0.6
3.5
The profit on the sale of properties in the prior period includes gains on the sale of UK and European properties.
7. DISCONTINUED OPERATIONS AND SALE OF SUBSIDIARIES
Discontinued Operations – Game Spain
On 19 March 2025, the Group sold Game Spain by way of selling the entire share capital of Game Spain Iberia, SL to
Guidebridge Opportunities 4, S.L. following approval from the competition authority. Cash consideration for the sale
amounted to EUR 25m, with EUR 15m (£12.7m) being received upon completion a further EUR 10m (approx. £7.0m)
being paid in two €5m instalments in FY26 and FY27, respectively.
In accordance with IFRS 5.32, management considered that Game Spain 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. A loss on
disposal of £11.8m was recognised in the consolidated income statement in the current year.
   
 
52 weeks ended 27 April 2025
 
(£’m)
Total disposal consideration
19.7
Carrying amount of net assets disposed of
(31.5)
Loss on disposal after income tax
(11.8)
   
 
29 April 2024 to 19 March 2025
 
(£’m)
Revenue
223.5
Expenses
(218.6)
Profit after tax of discontinued operation
4.9
Loss on disposal
(11.8)
Loss from discontinued operation
(6.9)
Net cash inflow from operating activities
3.9
Net cash inflow from investing activities
6.0
Net cash outflow from financing activities
(4.9)
Net increase in cash and cash equivalents generated by the discontinued operation
5.0
The carrying amounts of assets and liabilities at the date of disposal on 19 March 2025 were as follows:
   
 
(£’m)
Tangible assets
0.8
Inventories
38.8
Trade and other receivables
7.5
Cash and cash equivalents
6.3
Deferred tax asset
0.7
Corporation tax
2.6
Total assets
56.7
Trade and other payables
(18.8)
Provisions
(6.4)
Total liabilities
(25.2)
Net assets of the disposal group
31.5
162
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Discontinued Operations – 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.
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 considered 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.
Details of the Disposal
52 weeks ended 28 April 2024
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 the prior 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 also received from the administrators prior to year-end leaving an outstanding balance
of £24.7m at 28 April 2024, which was recorded within trade and other receivables.
In the current period, a further £14.3m has been received from the administrators over and above the £24.7m assumed
at prior year-end, net of costs of £1.1m, resulting in a net gain of £13.2m. This gain is presented within the result from
discontinued operations.
Financial Performance and Cash Flow Information
52 weeks ended 27 April 2025
20 December 2023 to 28 April 2024
(£’m)
(£’m)
Revenue
-
29.9
Expenses
-
(38.3)
Loss after tax of discontinued operation
-
(8.4)
Loss on disposal
-
(4.1)
Further dividends received from administrators
13.2
-
Gain/(loss) from discontinued operation
13.2
(12.5)
Net cash outflow from operating activities
-
(9.1)
Net cash outflow from investing activities
-
(5.3)
Net cash inflow from financing activities*
13.2
-
Net increase/(decrease) in cash generated by the
discontinued operation
13.2
(14.4)
*Dividend received reflects repayment of secured debt.
163
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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
Disposal of Subsidiaries
The current year result includes a £4.3m gain on disposal of subsidiaries which reflects small gains from the disposal
non-core subsidiaries and intellectual property (such as Karrimor Japan and Nicholas Deakins), none of which
warranted separate presentation as discontinued operations. Total consideration received in this regard was
approximately £12m.
In the prior period the Group sold certain intellectual property assets relating to Missguided for net consideration of
approximately £25.0m.
8. INVESTMENT INCOME
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Premium received on equity derivatives
105.5
76.1
Dividend income
5.8
2.3
 
111.3
78.4
The premium received on equity derivatives mainly relates to written Hugo Boss options.
9. INVESTMENT COSTS
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Loss on disposal of equity derivatives
91.8
36.5
Fair value loss on equity derivatives
49.8
32.4
 
141.6
68.9
The loss on equity derivatives relates to losses across the strategic investments portfolio including Hugo Boss.
The net fair value loss on equity derivatives in the current period was £36.1m (FY24: net fair value gain of £7.2m).
164
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
10. FINANCE INCOME
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Bank interest receivable
17.1
15.8
Fair value adjustment to derivatives*
12.1
27.6
 
29.2
43.4
*Includes £12.1m (FY24: £6.1m) from interest rate swaps.
11. FINANCE COSTS
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Interest on bank loans and overdrafts
89.4
66.8
Fair value adjustment to derivatives
58.9
-
IFRS 16 lease interest
25.6
24.3
Interest on retirement benefit obligations
0.2
-
Other interest
8.7
0.4
 
182.8
91.5
12. TAXATION
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Current tax
103.1
127.5
Adjustment in respect to prior periods
-
(8.9)
Total current tax
103.1
118.6
Deferred tax
(3.7)
(0.7)
Adjustment in respect of prior periods
(6.7)
(10.0)
Total deferred tax (see note 22)
(10.4)
(10.7)
 
92.7
107.9
Profit before taxation - continuing operations
379.4
501.0
Profit/(loss) before taxation - discontinued operations
6.3
(6.5)
Total profit before taxation
385.7
494.5
Taxation at the standard rate of tax in the UK of 25% (2024: 25%)
96.4
123.6
Non-taxable income
(25.5)
(23.5)
Expenses not deductible for tax purposes
34.6
34.3
Other tax adjustments
(6.1)
(7.6)
Adjustments in respect of prior periods - current tax
-
(8.9)
Adjustments in respect of prior periods - deferred tax
(6.7)
(10.0)
 
92.7
107.9
Tax charge - continuing operations
92.7
107.9
Tax charge - discontinued operations
-
-
Total tax charge
92.7
107.9
Expenses not deductible for tax purposes largely relates to non-qualifying depreciation and impairments not
qualifying for tax allowances and current year losses where no taxation credit is recognised. Non-taxable income
largely relates to impairment reversals, gains on disposal of subsidiaries and fair value gain on investment properties.
165
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
13. 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, 432,929,122 (FY24: 438,504,703), is adjusted to
assume conversion of all dilutive potential ordinary shares under the Group’s share schemes, being nil (FY24: nil), to
give the diluted weighted average number of shares of 432,929,122 (FY24: 438,504,703). 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
 
52 weeks ended
52 weeks ended
52 weeks ended
28 April 2024
28 April 2024
28 April 2024
 
27 April 2025
27 April 2025
27 April 2025
(restated
(1)
(restated
(1)
(restated
(1)
 
Basic and
Basic and
 
Basic and
Basic and
 
 
diluted,
diluted,
 
diluted,
diluted,
 
 
continuing
discontinued
Basic and
continuing
discontinued
Basic and
 
operations
operations
diluted, total
operations
operations
diluted, total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Profit for the period
285.8
6.3
292.1
387.3
(6.5)
380.8
 
Number in
Number in
Number in
Number in
Number in
Number in
 
thousands
thousands
thousands
thousands
thousands
thousands
Weighted average number of shares
432,929
432,929
432,929
438,505
438,505
438,505
 
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Pence per share
Earnings per share
66.0
1.5
67.5
88.3
(1.5)
86.8
(1)
Restated to reflect the change in entities classified as discontinued operations and reclassification of carriage income. Please refer to note 1 for further information.
166
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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.
 
52 weeks ended
52 weeks ended
52 weeks ended
52 weeks ended
 
27 April 2025
27 April 2025
28 April 2024
28 April 2024
 
Basic
Diluted
Basic
Diluted
 
(£’m)
(£’m)
(£’m)
(£’m)
Profit for the period
292.1
292.1
380.8
380.8
Pre-tax adjustments to profit for the period for the following items:
       
Fair value adjustment to derivatives included
       
within finance (income)/costs
46.8
46.8
(27.6)
(27.6)
Fair value losses and loss on disposal of equity derivatives
141.6
141.6
68.9
68.9
Realised foreign exchange gains
(14.7)
(14.7)
(14.4)
(14.4)
Share based payments
0.8
0.8
23.4
23.4
Tax adjustments on the above items
(41.9)
(41.9)
(11.0)
(11.0)
Adjusted profit for the period
424.7
424.7
420.1
420.1
 
Number in
Number in
Number in
Number in
 
thousands
thousands
thousands
thousands
Weighted average number of shares
432,929
432,929
438,505
438,505
 
Pence per share
Pence per share
Pence per share
Pence per share
Adjusted Earnings per share
98.1
98.1
95.8
95.8
14. OPERATING PROFIT FOR THE PERIOD
Operating profit for the period is stated after charging/(crediting):
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Foreign exchange gain
(14.7)
(14.4)
Depreciation and amortisation of non-current assets:
   
-Depreciation of property, plant & equipment (incl. right-of-use asset)
271.9
282.8
-Net reversal of property, plant & equipment (incl. right-of-use asset)
9.6
14.5
-Amortisation of intangible assets
3.5
1.8
-Impairment of intangible assets
-
6.9
IFRS 16 leases:
   
(Gain)/loss on modification/remeasurement of lease liabilities
(9.7)
6.6
Variable lease payments*
16.8
15.3
Short term and low value lease expenses*
30.8
29.9
*These are recorded in selling, distribution and administrative expenses in the consolidated income statement.
167
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
AUDIT SERVICES
   
Audit of the Group and company
1.9
1.9
Audit of subsidiary companies
1.2
1.1
 
3.1
3.0
Fees of £0.1m (FY24: £0.3m) were payable to RSM UK Audit LLP and its associated firms in respect of non-audit
services for the 52 weeks ended 27 April 2025 and 28 April 2024 respectively.
15. PAYROLL COSTS
The average monthly number of employees, including Executive Directors, employed by the Group during the
period was:
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
Retail stores
24,441
25,475
Distribution, administration and other
6,581
6,903
 
31,022
32,378
The net decrease in employees is due to the integration of Game and Studio operations resulting in restructuring and
closure of warehouses, compounded by further store closures in House of Fraser and Tessuti fascias. This was offset by
the acquisitions of Twin Sport and Roko.
The aggregate payroll costs of the employees, including Executive Directors, were as follows:
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Wages and salaries
595.3
639.7
Social security costs
49.4
46.3
Pension costs
10.6
10.5
 
655.3
696.5
Aggregate emoluments of the Directors of the Company are summarised below:
   
 
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Aggregate emoluments
1.4
0.8
Further details of Directors’ remuneration are given in the Directors’ Remuneration Report. Details of key management
personnel remuneration are given in note 34.
168
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
16. 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 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
111.3
1,289.5
3,139.6
Acquisitions
19.1
0.8
9.1
-
-
29.0
Additions
108.9
55.4
9.7
-
178.6
352.6
Eliminated on disposals
(101.9)
(12.0)
(8.9)
-
(36.6)
(159.4)
Reclassifications/Remeasurements
23.3
14.4
2.2
-
(0.4)
39.5
Exchange differences
(6.5)
(2.9)
1.7
(0.2)
46.1
38.2
At 27 April 2025
798.3
894.1
158.8
111.1
1,477.2
3,439.5
ACCUMULATED DEPRECIATION AND IMPAIRMENT
      
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)/reversal
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)
Charge for the period
(89.6)
(32.1)
(6.3)
-
(143.9)
(271.9)
(Impairment)/reversal
6.2
2.7
0.7
-
-
9.6
Eliminated on disposals
101.3
4.2
0.6
-
32.8
138.9
Reclassifications/Remeasurements
-
2.2
-
-
0.3
2.5
Exchange differences
2.4
3.5
(2.6)
0.2
(47.9)
(44.4)
At 27 April 2025
(489.7)
(479.4)
(95.5)
(109.5)
(1,168.2)
(2,342.3)
NET BOOK VALUE
      
At 27 April 2025
308.6
414.7
63.3
1.6
309.0
1,097.2
At 28 April 2024
245.4
378.5
57.1
1.6
280.0
962.6
169
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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 25(e). Interest expense on the lease liability is presented as a component of finance costs as
per note 11. 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 14 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. £48m (FY24: approx. £45m). It is expected that
future cash flows will not be materially different to the FY25 cash flows.
Leases to which the Group is committed but have not yet commenced at period end are not considered to be material.
170
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
17. INVESTMENT PROPERTIES
 
Freehold land and Buildings
 
(£’m)
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
Lease liabilities on ground leases brought forward
(42.8)
Direct acquisitions
168.9
Capitalised subsequent expenditure
3.7
Less right-of-use asset additions
(4.6)
Transfer from property, plant and equipment - at fair value
6.2
Net gain from fair value adjustment on investment properties
13.1
Transfer to property, plant and equipment – at fair value
(25.0)
Disposals
(4.0)
Market value per valuation report
466.0
Lease liabilities on ground leases
47.3
Fair value at 27 April 2025
513.3
The rental income from Investment Properties recognised in the consolidated income statement for the year was
£44.7m (FY24: £38.7m).
Valuation Processes
The Group’s investment properties were valued as at 27 April 2025 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, and as part of the year-end process.
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 and estimated rental values as key unobservable inputs. The range of yield
applied is 6.7% to 18.0%.
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
The table below summarises the key unobservable inputs used in the valuation of the Group’s investment properties at
27 April 2025:
171
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
 
Estimated rental value
Yield
 
£ per sq ft
%
High
61.6
18.0%
Average
16.2
10.4%
Low
10.8
6.7%
Sensitivities
The sensitivities below illustrate the impact of changes in key unobservable inputs (in isolation) on the fair value of the Group’s properties:
 
Impact on valuations of 5% change
Impact on valuations of 50 bps change in yield
 
in estimated rental value
   
Market value
Increase
Decrease
Decrease
Increase
£m
£m
£m
£m
£m
466.0
18.3
(18.3)
16.2
(14.5)
18. INTANGIBLE ASSETS
   
Trademarks and
     
 
Goodwill
licenses
Brands
Customer related
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
COST
         
At 30 April 2023
214.7
101.8
88.8
5.7
411.0
Acquisitions
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
Acquisitions
20.5
0.8
-
-
21.3
Disposals
(6.0)
(14.2)
-
-
(20.2)
Exchange adjustments
(6.4)
(0.5)
(4.7)
-
(11.6)
At 27 April 2025
225.1
112.8
84.4
5.7
428.0
AMORTISATION AND IMPAIRMENT
         
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)
Amortisation charge
-
(2.0)
(1.5)
-
(3.5)
Disposals
6.0
13.4
-
-
19.4
Exchange adjustments
6.4
0.4
4.1
-
10.9
At 27 April 2025
(194.7)
(91.6)
(77.5)
(5.7)
(369.5)
At 27 April 2025
30.4
21.2
6.9
-
58.5
At 28 April 2024
9.9
23.3
9.0
-
42.2
Amortisation is charged to selling, distribution and administrative expenses in the Consolidated Income Statement.
172
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Goodwill, trademarks and 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 are allocated as follows:
27 April 2025
Goodwill
Trademarks and licenses
Brands
Total
(£’m)
(£’m)
(£’m)
(£’m)
Wholesale & Licensing (excl. Everlast)
9.9
-
-
9.9
Everlast
-
2.5
6.9
9.4
Matches
-
18.7
-
18.7
Twin Sport
20.5
-
-
20.5
30.4
21.2
6.9
58.5
28 April 2024
Goodwill
Trademarks and licenses
Brands
Total
(£’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
Acquisitions
In the current period, goodwill and trademarks with a fair value of £21.3m (FY24: £24.2m) were recognised as part of
business combinations, with £21.3m relating to the Twin Sport acquisition. See note 32 for further details.
In the prior year, the goodwill and trademarks recognised in respect of Matches were derecognised once the business
went into administration on 8 March 2024. See note 7 for further details.
Additions
In the prior period, the Group purchased the brand names and intellectual property of Matches for £20.0m (see note
7 for further details). The assets acquired were assumed to have a useful economic life of 15 years. Management does
not consider that there was any indicator of impairment at the reporting date.
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 £1.5m (FY24: £1.3m) and is disclosed within selling, distribution and
administrative expenses in the Consolidated Income Statement. The remaining useful economic life of these assets is 9
years (FY24: 10 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), Everlast and Twin Sport 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.
173
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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:
27 April 2025
28 April 2024
Wholesale &
Licensing (excl.
Wholesale & Licensing
Everlast)
Everlast
Twin Sport
(excl. Everlast)
Everlast
5-year average annual forecast
sales growth/(decline)
(1.0%)
1.5%
5.2%
(1.7%)
(1.8%)
Discount rate
10.9%
13.0%
10.9%
9.8%
13.5%
Annual % increase/(decrease)
in operating costs
0.0%
(3.3%)
1.6%
0.0%
0.0%
Terminal growth rate
1.1%
1.8%
1.4%
2.0%
2.0%
Management has prepared cash flow forecasts for a five-year period derived from the actual results for financial year
2024/25. 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 growth forecast for the Everlast CGU of 1.5% pa is an improvement on the 1.8% pa
decline in the prior year and is reflective of management’s latest view of the business’ 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 decrease (FY24: flat) 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 1.1% for the Wholesale
& Licensing (excluding Everlast) CGU (FY24: 2.0%), 1.8% for the Everlast CGU (FY24: 2.0%) and 1.4% for the Twin Sport
CGU 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.
Results
The recoverable amount of the Wholesale & Licensing (excluding Everlast) CGU exceeds its carrying value by
approximately £71.8m (FY24: £72.7m) and as such no impairment was required.
The recoverable amount of the Everlast CGU exceeds its carrying value by approximately £5.3m (FY24: £9.0m) and as
such no impairment was required.
The recoverable amount of the Twin Sport CGU exceeds its carrying value by approximately £7.9m and as such no
impairment was required.
174
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 and Twin Sport CGUs to make recoverable
amount of CGU equal to its carrying value:
   
 
Everlast
Twin Sport
Value in use
£31.4m
£36.7m
Current headroom
£5.3m
£7.9m
Change in key assumption required to make recoverable amount of CGU equal to its carrying value
   
Current Terminal Growth Rate
1.8%
1.4%
Revised Terminal Rate of Decline
(0.7%)
(1.8%)
Current Discount Rate
13.0%
10.9%
Revised Discount Rate
15.2%
13.9%
Current 5-year average annual forecast sales growth
1.0%
5.7%
Revised 5-year average annual forecast sales decline
(5.5%)
(6.4%)
Current annual % decrease in operating costs
(3.3%)
(1.2%)
Revised annual % increase in operating costs
3.6%
5.9%
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 and the Netherlands – developed countries).
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).
175
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
19. 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:
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
At beginning of period
495.4
289.6
Additions
740.2
382.6
Disposals
(126.9)
(133.3)
Amounts recognised through other comprehensive income
(149.6)
(43.7)
Exchange differences
-
0.2
 
959.1
495.4
Included within long-term financial assets at the period ended 27 April 2025 are the following direct interests held by
the Group:
   
40.83% (FY24: 31.1%) interest in XXL ASA
37.05% (FY24: 36.9%) interest in Mulberry Group Plc
29.7% (FY24: 22.7%) interest in Boohoo Group Plc
25.12% (FY24: 24.5%) interest in AO World Plc
21.95% (FY24: 20.2%) interest in ASOS Plc
19.25% (FY24: 0.99%) interest in Hugo Boss AG
14.57% (FY24: Nil%) interest in Accent Group Ltd
11.17% (FY24: 0.6%) interest in THG Plc
10.75% (FY24: 1.24%) interest in Marks Electrical Group Plc
9.68% (FY24: 9.3%) interest in Hornby Plc
Various other interests, none of which represent more than 5.0% of the voting power of the investee
176
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
The following table shows the fair value of each of the Group’s long-term financial assets (all listed):
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Hugo Boss AG
413.70
30.6
AO World plc
138.50
150.1
Boohoo Group plc
94.60
98.4
ASOS plc
76.90
83.1
Accent Group Ltd
71.40
-
THG plc
44.40
0.5
Mulberry Group plc
21.50
23.8
XXL ASA
21.20
31.9
Marks Electrical Group plc
6.50
0.9
Hornby plc
2.40
5.2
N Brown Group plc
-
13.4
Currys plc
-
46.1
Other
68.0
11.4
At end of period
959.1
495.4
*Other relates to interests which do not represent more than 5.0% of the voting power of the investee as at 27 April 2025.
During the period the Group disposed of long-term financial assets with a fair value of £126.9m. These primally relate
to its holdings in Currys plc and N Brown Group plc. In both cases, the Group explored commercial relationship with
the investee’s management and, following the completion of such discussions, was willing to divest at a price that was
considered to be advantageous.
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.
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 30 April 2023
16.9
Additions
1.1
At 28 April 2024
18.0
Additions
17.2
Impairment
(1.0)
Share of profit
2.0
Foreign exchange gain
0.2
At 27 April 2025
36.4
The Group currently holds a 49.0% share of Four (Holdings) Limited (FY24: 49.0%), the carrying amount of this
investment is £nil (FY24: £nil). Detailed disclosures have not been presented as the results are immaterial. The Group
is owed £22.5m from the group of companies headed by Four (Holdings) Limited (£6.3m net of amounts recognised
in respect of loss allowance) (FY24: £30m, £6.4m net of loss allowance), see note 34 for further details. The group of
companies headed by Four (Holdings) Limited made a profit of £4.3m in the period (FY24: profit of £3.6m).
During the period the Group acquired a 41.98% stake in Hudson Holdings Limited for consideration of £16.2m.
177
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
During the period the Group increased its investment in Tymit Limited from 28.2% to 44.2% for a consideration of
£1.0m. 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 (see note 24) and the increase in the investment value was fully impaired
during the period.
In the prior period the Group invested in X Channel Marketing limited for £1.1m (‘XCM’). Detailed disclosures as to
XCM’s performance have not been presented as the results are immaterial.
21. 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 £10.6m (FY24: £10.5m) 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 (now Frasers Group Financial Services Limited,
“FGFS”), FGFS 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 FGFS 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 to the three other sections of the Scheme up to a maximum of £875,000.
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, FGFS 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”). At 27
April 2025, the value of the buy-in contract has been set equal to the liabilities of the Scheme, excluding the allowance
made for GMP equalisation (which is not yet insured).
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 2022 and recorded a deficit of £200,000 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 27 April 2025 by PricewaterhouseCoopers
LLP (“PwC”) using the assumptions detailed below. The results of the IAS 19 valuation are summarised as follows:
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Fair value of the scheme assets
59.7
64.0
Present value of the funded obligations
(59.6)
(63.4)
Surplus in the scheme
0.1
0.6
178
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Plan assets
27 April 2025
28 April 2024
(£’m)
(£’m)
Plan assets comprise:
Fixed interest gilts
1.2
1.1
Index linked gilts
-
0.4
Annuities
58.0
61.9
Cash
0.5
0.6
Total
59.7
64.0
Movement in the present value of defined benefit obligations
27 April 2025
28 April 2024
(£’m)
(£’m)
At beginning of the period
(63.4)
(66.8)
Interest cost
(3.2)
(3.2)
Effect of changes in demographic assumptions
-
0.2
Effect of changes in financial assumptions
2.3
2.5
Effect of experience adjustments
0.2
(0.3)
Benefits paid
4.5
4.2
At end of the period
(59.6)
(63.4)
Movement in the fair value of plan assets
27 April 2025
28 April 2024
(£’m)
(£’m)
At beginning of the period
64.0
67.6
Scheme expenses
(0.7)
(0.6)
Interest on assets
3.2
3.2
Remeasurements
(2.3)
(2.0)
Benefits paid
(4.5)
(4.2)
At end of the period
59.7
64.0
Movement in the pension surplus
27 April 2025
28 April 2024
(£’m)
(£’m)
Surplus at beginning of the period
0.6
0.8
Scheme expenses
(0.7)
(0.6)
Remeasurements
0.2
0.4
Surplus at end of the period
0.1
0.6
179
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Expense recognised in the Consolidated Income Statement
27 April 2025
28 April 2024
(£’m)
(£’m)
(i) Included within administrative expenses
Scheme expenses
(0.7)
(0.6)
Amounts recognised in other comprehensive income
27 April 2025
28 April 2024
(£’m)
(£’m)
Total remeasurements
0.2
0.4
Actuarial Assumptions
The following are the principal actuarial assumptions at the reporting date:
27 April 2025
28 April 2024
Financial Assumptions
Discount rate for scheme liabilities
5.60%
5.30%
RPI Price Inflation
3.20%
3.40%
CPI Price Inflation (Pre-2030/Post-2030)
2.7%/3.2%
2.9%/3.4%
Rate of increase to pensions in payment in line with RPI inflation (up to 3% per annum)
2.1%
2.2%
Rate of increase to pensions in payment in line with CPI inflation (up to 5% per annum)
2.7%
2.8%
Rate of increase to deferred pensions
2.7%
2.9%
Post retirement mortality (in years)
Current pensioners at 65 - male
86.3yrs
86.3yrs
Current pensioners at 45 - male
87.6yrs
87.5yrs
Current pensioners at 65 - female
88.3yrs
88.2yrs
Current pensioners at 45 - female
89.7yrs
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 years.
180
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Risk and Risk Management
The Group’s defined benefit pension plans, in common with the majority of such plans in the UK, have a number of
areas of risk. These areas of risk, and the ways in which the Group has sought to manage them, are set out in the table
below. The risks are considered from both a funding perspective, which drives the cash commitments of the Group,
and from an accounting perspective, i.e. the extent to which such risks affect the amounts recorded in the Group’s
financial statements.
Risk
Description
The funding liabilities are calculated using a discount rate set with reference to government bond yields, with allowance for
additional return to be generated from the investment portfolio. The defined benefit obligation is calculated using a discount
Asset volatility
rate set with reference to corporate bond yields.
The Scheme holds an insurance policy with Standard Life covering all members of the Scheme. This provides a direct match
for the vast majority of the members’ liabilities.
Falling bond yields tend to increase the funding and accounting liabilities. However, the buy-in policy provides a high degree of
Changes in bond yields
matching, i.e. the movement in liabilities arising from changes in bond yields will be broadly matched by the insurance policy.
In this way, the exposure to movements in bond yields is largely reduced.
Some of the Scheme’s benefit obligations are linked to inflation and higher inflation will lead to higher liabilities (although in
most cases caps on the level of inflationary increases are in place to protect the plan against extreme inflation).
Inflation risk
However, the buy-in policy provides a high degree of matching, i.e. the movement in liabilities arising from changes in inflation
will be broadly matched by the insurance policy. In this way, the exposure to movements in inflation is largely reduced.
The majority of the Scheme’s obligations are to provide a pension for the life of the member, so increases in life expectancy will
result in an increase in the Scheme’s liabilities.
Life expectancy
However, the buy-in policy provides a high degree of matching, i.e. the movement in liabilities arising from changes in life
expectancy will be broadly matched by the insurance policy. In this way, the exposure to longevity risk is largely removed.
Areas of Risk Management
Although investment decisions in the UK are the responsibility of the trustees, the Group takes an active interest to
ensure that the Scheme’s risks are managed efficiently.
To manage the risks of the Scheme, the Scheme holds an insurance policy with Standard Life covering all members of
the scheme. This asset provides a match for the members’ liabilities, excluding GMP equalisation.
IFRIC 14
IFRIC 14 is an interpretation relating to IAS 19 (and therefore also FRS 101) that covers whether pension scheme
surpluses can be recognised on the balance sheet. Based on the circumstances of the Scheme and in line with the
prior period, the Group does not believe that IFRIC 14 impacts the results since the Group has a right to a refund of
surplus assets at some point in the future, and as such has 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 2026.
The following table shows the expected future benefit payments for the Findel Group Pension Fund:
Future benefit payments
(£’m)
2025 – 2034
44.1
2035 – 2044
41.5
2045 – 2054
31.8
2055 – 2064
13.5
2065 – 2074
1.8
Total
132.7
181
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Sensitivities
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:
   
   
Impact on scheme liabilities
Assumption
Change in assumption
If assumption increases
If assumption decreases
Discount Rate
0.5% pa
Decrease by 4.7%
Increase by 5.2%
RPI inflation
0.5% pa
Increase by 1.9%
Decrease by 1.9%
Salary increase
0.5% pa
No change
No change
Longevity
expectancy by 1 year
Increase by 4.1%
Decrease by 4.1%
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.
Note that, given the buy-in policy in place, there would be a similar effect on the asset values for each change in
assumption noted above.
22. DEFERRED TAX ASSETS AND LIABILITIES
   
   
Accounts
             
   
depreciation
     
Fair value
     
 
IFRS 16 &
exceeding
   
Forward
adjustments
Retirement
Other
 
 
onerous
tax
Tax losses
Bonus share
currency
to
benefit
temporary
 
 
leases
depreciation
recoverable
scheme
contracts
intangibles
obligations
differences
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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
Credited/(charged) to
                 
the income statement
(3.8)
14.0
(4.7)
(0.2)
7.9
0.5
-
(3.3)
10.4
Charged to reserves
-
-
-
0.3
-
0.1
-
-
0.4
Charged to hedging
                 
reserves
-
-
-
-
4.6
-
-
-
4.6
At 27 April 2025
43.8
38.1
0.8
26.4
1.4
(6.3)
(0.6)
(6.1)
97.5
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Deferred tax assets
110.5
109.6
Deferred tax liabilities
(13.0)
(27.5)
Net deferred tax balance
97.5
82.1
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY24: 25%), on the basis that this was the
tax rate that was substantively enacted at the balance sheet date.
182
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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. £225.2m of UK taxable losses
not recognised as a deferred tax asset (approx. £56.3m deferred tax asset) (FY24: approx. £184m taxable losses and
approx. £46m deferred tax asset).
Losses not recognised as a deferred tax asset outside the UK are approx. £276.4m
(approx. £69.1m deferred tax asset) (FY24: approx. £245m and approx. £61m deferred tax asset).The overseas losses
arise in the following territories: US £61.4m, Austria £82.9m, Denmark £71.0m, Australia £61.1m. The US losses expire
after a 20 year period and can be utilised against future taxable profits. In the remaining jurisdictions, there are no time
limits and losses are also utilised against future taxable profits of the same entity in the same territory.
23. INVENTORIES
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Goods for resale
1,128.3
1,355.3
As at 27 April 2025, goods for resale include a right of return asset totalling £3.3m (FY24: £3.1m). Amounts written off in
the period relating to inventory was £43.9m (FY24: £39.5m).
The following inventory costs have been recognised in cost of sales:
 
52 weeks ended
52 weeks ended
 
27 April 2025
28 April 2024 (Restated)
(1)
 
(£’m)
(£’m)
Cost of inventories recognised as an expense
2,597.1
2,887.2
(1)
Restated to reflect the classification of the results of Game Spain as a discontinued operation. Please refer to note 1 for further information.
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 27 April
2025. Overall provisions have decreased from £192.0m in FY24 to £146.8m as at 27 April 2025, with this £45.2m change
in provision being recognised as a credit in cost of sales.
24. TRADE AND OTHER RECEIVABLES
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Gross credit customer receivables
254.9
286.9
Allowance for expected credit loss on credit customer receivables
(73.2)
(80.7)
Net credit customer receivables
181.7
206.2
Trade receivables
64.9
91.6
Deposits in respect of derivative financial instruments
522.7
139.0
Amounts owed by related parties (see note 34)
7.3
6.6
Other receivables
64.2
128.1
Prepayments
87.0
103.4
 
927.8
674.9
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.
183
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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, time to maturity, and volatility), the financial institutions’ assessment of the Group’s creditworthiness and
further purchases/sales of underlying investments held. The balance has increased from £139.0m at 28 April 2024 to
£522.7m at 27 April 2025 as a result of a combination of the factors above and an increase in the Group’s open option
positions at 27 April 2025.
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:
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Current
19.7
53.7
0-30 days past due
14.3
14.9
30-60 days past due
8.7
4.7
60-90 days past due
3.2
3.3
Over 90 days past due
19.0
15.0
 
64.9
91.6
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 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Opening position
72.8
83.6
Amounts charged to the income statement
6.9
14.3
Amounts written off as uncollectable
(0.1)
(17.6)
Amounts recovered during the period
(20.5)
(7.5)
Closing position
59.1
72.8
184
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Included in the below table is the loss allowance movement in amounts due from related parties as follows:
52 weeks ended 27 April 2025
52 weeks ended 28 April 2024
(£’m)
(£’m)
Opening position
37.6
44.0
Amounts (credited)/charged to income statement
(5.3)
4.6
Amounts written off as uncollectable
-
(3.5)
Amounts recovered during the period
-
(7.5)
Closing position
32.3
37.6
The gross carrying amount of the balance due from related parties is £38.7m (FY24: £44.0m). The charge in the period
was recorded in Selling, distribution and administrative expenses. £23.5m of the gross amounts due from related
parties balance is due in less than one year with the remaining being due in more than a one year (FY24: £21.5m 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 £187.1m (FY24: £201.3m) were eligible to be funded via the
securitisation facility, and the facilities utilised were £93.5m (FY24: £126.8m).
Other information
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 (FY24: 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 30,151 accounts (FY24: 25,170) with total gross balances of £18.0m (FY24: £16.6m)
on repayment plans. Provisions are assessed as detailed above.
During the current period, overdue receivables with a gross value of £28.4m (FY24: £35.6m) were sold to third party
debt collection agencies. As a result of the sales, the contractual rights to receive the cash flows from these assets were
transferred to the purchasers. Any gain or loss between actual recovery and expected recovery is reflected within the
impairment charge.
Allowance for expected credit loss
The following tables provide information about the exposure to credit risk and ECLs for trade receivables from
individual customers as at 27 April 2025:
185
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
   
27 April 2025
 
 
28 April 2024
 
   
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
178.2
16.4
194.6
206.7
15.7
222.4
Past due:
           
0 - 60 days
23.7
1.3
25.0
22.0
0.9
22.9
60 - 120 days
7.5
0.2
7.7
9.3
-
9.3
120+ days
27.5
0.1
27.6
32.3
-
32.3
Gross trade receivables
236.9
18.0
254.9
270.3
16.6
286.9
Allowance for expected credit loss
(61.7)
(11.5)
(73.2)
(69.0)
(11.7)
(80.7)
Carrying value
175.2
6.5
181.7
201.3
4.9
206.2
   
29 April 2024 to 27 April 2025
   
 
Stage 1
Stage 2
Stage 3
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
Gross trade receivables
157.6
43.4
53.9
254.9
Allowance for doubtful debts:
       
Opening balance
(17.7)
(18.9)
(44.1)
(80.7)
Impairment charge
-
(6.3)
(18.2)
(24.5)
Utilisation in period
6.0
7.9
18.1
32.0
Closing balance
(11.7)
(17.3)
(44.2)
(73.2)
Carrying value
145.9
26.1
9.7
181.7
   
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:
29 April 2024 to 27 April 2025
1 May 2023 to 28 April 2024
(£’m)
(£’m)
Impairment charge impacting on provision
(24.5)
(21.8)
Recoveries
4.8
9.5
Other
(2.4)
(8.3)
Impairment charge
(22.1)
(20.6)
186
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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 £3.8m
A 1% increase in the assumed recoveries rate would result in the impairment provision decreasing by
approximatel £3.1m.
Changing the weighting of macro-economic scenarios to a more positive outlook so that the severe-case scenario’s
weighting is reduced to 5% and base increased by 5% to 55% (with upside increasing by 5% to 10% and downside
remaining at 30%) would result in the impairment provision reducing by approximately £1.2m.
25. 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 - 27 April 2025
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Amortised cost:
     
Trade and other receivables*
-
-
-
833.5
833.5
Cash and cash equivalents
-
-
-
252.2
252.2
Amounts owed by related parties
-
-
-
7.3
7.3
FVOCI:
     
Long Term Financial Assets (Equity Instruments) - designated
959.1
-
-
-
959.1
Derivative financial assets (FV):
     
Foreign forward purchase and sales contracts
-
39.1
-
-
39.1
Interest rate swaps
-
8.2
-
-
8.2
 
-
47.3
-
-
47.3
FINANCIAL LIABILITIES - 27 April 2025
     
Amortised cost:
     
Borrowings
-
-
-
(1,193.2)
(1,193.2)
Trade and other payables**
-
-
-
(638.2)
(638.2)
IFRS 16 Lease liabilities
-
-
-
(667.8)
(667.8)
Derivative financial liabilities (FV):
     
Foreign forward and written options purchase and sales
     
contracts
-
(46.6)
-
-
(46.6)
Derivative financial liabilities - equity options
-
(280.7)
-
-
(280.7)
 
-
(327.3)
-
-
(327.3)
*Prepayments of £87.0m are not included as a financial asset.
**Other taxes including social security costs of £25.6m are not included as a financial liability.
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.
187
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
188
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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%
FY25:
Trade and Other Receivables
785.4
20.2
27.9
833.5
(1.0)
1.0
(1.4)
1.4
Cash and cash equivalents
130.9
40.7
80.6
252.2
(2.0)
2.0
(4.0)
4.0
Trade and Other Payables
(536.9)
(15.0)
(86.3)
(638.2)
0.8
(0.8)
4.3
(4.3)
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)
There is no difference between fair value and carrying value of the above financial instruments (FY24: £nil).
Fair Value Hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly; and
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based
on observable market data.
Contracts for difference are classified as Level 2 as the fair value is calculated using quoted prices for listed shares 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.
189
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
The fair value of equity derivative agreements are included within the derivative financial assets balance of £nil (FY24:
£nil) and derivative financial liabilities balance of £282.6m (FY24: £54.2m). The equity derivative financial assets and
equity derivative financial liabilities as at 27 April 2025 relate to strategic investments held of between 0.01% and
40.83% 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 27 April 2025 and at 28 April 2024 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
£36.5m (FY24: £44.0m).
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.
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 balance sheet. To the extent that the hedge is effective, changes in the fair value of
derivatives designated as hedging instruments in cash flow hedges are recognised in other comprehensive income
and included within the cash flow hedge reserve in equity. Any ineffectiveness in the hedge relationship is recognised
immediately in profit or loss.
At the time the hedged item affects profit or loss, any gain or loss previously recognised in other comprehensive
income is reclassified from equity to profit or loss and presented as a reclassification adjustment within other
comprehensive income. 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.
190
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
The fair value of hedged contracts was:
27 April 2025
28 April 2024
(£’m)
(£’m)
Assets
US Dollar purchases - GBP
-
9.7
Euro sales
31.3
41.4
Total
31.3
51.1
Liabilities
US Dollar purchases - GBP
(8.7)
-
Total
(8.7)
-
The details of hedged forward foreign currency purchase contracts, options and contracted forward rates were
as follows:
27 April 2025
28 April 2024
(m)
(£’m)
(m)
(£’m)
Currency
GBP
Currency
GBP
US Dollar purchases
560.0
429.1
275.0
209.9
Contracted rates USD/GBP
1.26 - 1.36
1.31
Weighted average contracted rates USD/GBP
1.31
1.31
Euro sales
(240.0)
(249.1)
(456.0)
(440.1)
Contracted rates EUR/GBP
0.95 - 0.98
0.98 - 1.08
Weighted average contracted rates EUR/GBP
0.963
1.036
The timing of the contracts is as follows:
Currency
Hedging against
Currency value
Timing
Rates
USD/GBP
USD inventory purchases
USD 560m
FY26 - FY27
1.26 - 1.36
EUR/GBP
Euro sales
EUR 240m
FY28
0.95 - 0.98
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.
27 April 2025
28 April 2024
(£’m)
(£’m)
Change in discounted spot value of outstanding hedging instruments since inception of the hedge
(18.5)
(27.4)
Change in value of hedged item used to determine hedge ineffectiveness
22.8
(51.3)
191
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
27 April 2025
28 April 2024
(£’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
(11.7)
11.7
1.5
(1.5)
Euro sales
2.6
(2.6)
15.1
(15.1)
At 27 April 2025 £249.1m of forward sales contracts (FY24: £440.1m) and £429.1m of purchase contracts (FY24: £209.9m)
qualified for hedge accounting and the movement on the fair valuation of these contracts of £5.9m (FY24: £24.8m) has
therefore been recognised in other comprehensive income.
At 27 April 2025, £88.2m hedged purchase contracts had a maturity of greater than 12 months (FY24: nil) and £249.1m
of hedged sales contracts had a maturity of greater than 12 months (FY24: £216.0m 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 hedge
USD/GBP
EUR/GBP*
USD/EUR
movement
Deferred tax
Total hedging reserve
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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
Recognised
(12.9)
3.9
-
(9.0)
-
(9.0)
Reclassified in sales
-
(12.3)
-
(12.3)
-
(12.3)
Reclassified in inventory/cost of sales
2.5
-
-
2.5
-
2.5
Deferred Tax
-
-
-
-
4.6
4.6
As at 27 April 2025
(11.7)
21.5
-
9.8
(2.3)
7.5
*During the year, a hedge relationship related to the EUR/GBP contracts was discontinued. Resultantly, an amount of £21.8m, net of deferred tax, remains in the hedge reserve where hedge
accounting is no longer applied. This amount is expected to be reclassified to profit or loss in FY26. All other balances in the hedge reserve (£14.3m) relate to continuing hedge relationships.
192
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
(c) (ii) Unhedged
The sterling principal amounts of unhedged forward contracts and written currency option contracts and contracted
rates were as follows:
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
US Dollar purchases - GBP
705.4
183.2
Contracted rates USD/GBP
1.29 - 1.43
1.31
US Dollar sales - GBP
48.4
-
Contracted rates USD/GBP
1.24
-
US Dollar purchases - EUR
-
76.8
Contracted rates USD/EUR
-
1.04 - 1.31
- Euro purchases
631.6
992.0
Contracted rates EUR/GBP
1.14
0.98 - 1.09
- Euro sales
550.8
-
Contracted rates EUR/GBP
1.27 - 1.41
-
- AUD income
119.4
-
Contracted rates AUD/GBP
2.01
-
- ZAR costs
85.1
-
Contracted rates ZAR/GBP
23.5
-
Included within finance costs, classified within fair value adjustment to derivatives, is a loss on fair value of unhedged
forward contracts, written currency option contracts and swaps of £44.5m (FY24: gain of £13.5m in finance income).
At 27 April 2025, £935.9m of unhedged purchase contracts had a maturity at inception of greater than 12 months
(FY24: no purchase contracts) and £365.5m of unhedged sales had a maturity at inception of greater than 12 months
(FY24: £550.8m of 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.
FY25 value excludes short term swaps of EUR/GBP of EUR 500m and AUD/GBP of AUD 35m which were required for
cash management purposes only (FY24: EUR/GBP of EUR 300m and USD/EUR of USD50m of 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 one contract in place that fix interest payments on variable rate debt. This contract covers a notional
amount of £250.0m and fixes the interest rate at 0.985% per annum until 29 May 2026. The fair value of this interest
rate swap is an asset of £8.2m (FY24: asset of £21.3m). 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.
193
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Positive figures represent an increase in profit or equity:
Income statement
Equity
27 April 2025
28 April 2024
27 April 2025
28 April 2024
(£’m)
(£’m)
(£’m)
(£’m)
Sterling strengthens by 10%
US Dollar
(0.7)
(0.4)
(27.6)
(30.2)
Euro
1.7
(15.9)
(5.4)
(17.6)
Sterling weakens by 10%
US Dollar
0.9
0.5
33.7
36.8
Euro
(2.1)
19.5
6.6
21.5
Interest Rate Sensitivity Analysis
The following table illustrates the sensitivity of the Group’s reported profit and equity to a 0.5% increase or decrease in
interest rates, assuming all other variables were unchanged.
The analysis has been prepared using the following assumptions:
For floating rate assets and liabilities, the amount of asset or liability outstanding at the balance sheet date is
assumed to have been outstanding for the whole year.
Fixed rate financial instruments that are carried at amortised cost are not subject to interest rate risk for the
purpose of this analysis.
Positive figures represent an increase in profit or equity:
Income statement
Equity
27 April 2025
28 April 2024
27 April 2025
28 April 2024
(£’m)
(£’m)
(£’m)
(£’m)
Interest rate increase of 0.5%
(5.8)
(3.9)
(5.8)
(3.9)
Interest rate decrease of 0.5%
5.8
3.9
5.8
3.9
Long term Investments Sensitivity Analysis
The following table illustrates the sensitivity of price risk in relation to long term investments held by the Group:
27 April 2025
Equity
(£’m)
Share price increase of 25%
239.8
Share price decrease of 25%
(239.8)
194
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Equity Options Sensitivity Analysis
The following table illustrates the income statement impact of a reasonable possible movement in option fair values in
the entities over whose shares the Group holds call and put options at the year-end:
   
 
Profit/(loss)
 
(£’m)
Option price increase of 25%
70.2
Option price decrease of 25%
(70.2)
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)
2025
         
Non derivative financial liabilities:
         
Bank loans and overdrafts
-
-
(1,193.2)
-
(1,193.2)
Bank loans and overdrafts interest
(80.3)
(85.7)
(91.5)
-
(257.5)
Trade and other payables
638.1
-
-
-
638.1
IFRS 16 Lease liabilities
165.9
134.6
250.4
647.1
1,198.0
Derivative financial instruments:
         
Cash inflows
(1,076.6)
(394.6)
(694.6)
-
(2,165.8)
Cash outflows
1,103.5
393.3
674.5
-
2,171.3
 
755.6
53.0
(973.6)
647.1
482.1
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
195
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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.
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 employee’s remuneration
to the performance of the Company. It is not designed as a means of managing capital. From time to time the Board
may initiate share buy back programmes.
In respect of cash and borrowings, the Board regularly monitors the ratio of net debt to Reported EBITDA (Pre-IFRS 16),
the working capital requirements and forecasted cash flows. The ratio for net debt to Reported EBITDA (pre IFRS 16) is
1.31 (FY24: 0.5).
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.
Following the successful refinancing in July 2025 our capital allocation policy is unchanged to maintain a robust and
flexible credit structure, credit metrics and liquidity – supported by the Group’s operational cashflows and financing
facilities – at levels commensurate with an investment grade credit rating. Following this capital allocation policy,
we have a track record of operating in this manner notwithstanding our significant capital investments into retail
operations, acquisitions, strategic investments, equity buybacks and real estate. Frasers retains considerable flexibility
to optimise liquidity, and we will continue to manage liquidity proactively in line with this policy.
26. CASH AND CASH EQUIVALENTS
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Cash in bank and in hand - Sterling
88.8
240.1
Cash in bank and in hand - US dollars
40.7
29.2
Cash in bank and in hand - Euros
80.6
51.6
Cash in bank and in hand - Other
42.1
37.7
Cash and cash equivalents including overdrafts at period end
252.2
358.6
196
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
27. BORROWINGS
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Current:
   
Bank and other loans*
75.0
-
Lease liabilities
109.6
112.5
Non-Current
   
Bank and other loans
1,118.2
806.2
Lease liabilities
558.2
533.8
 
1,861.0
1,452.5
* Relates to bilateral loan facilities maturing in less than 12 months.
An analysis of the Group’s total borrowings other than bank overdrafts is as follows:
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Borrowings - sterling
1,193.2
806.2
The Group refinanced its term loan and revolving credit facilities on 2 July 2025. As a result, no covenants will be tested
in respect of the period ended 27 April 2025.
Group borrowings (excluding Frasers Group Financial Services Limited) incurred interest at an average rate of 2.0%
(FY24: 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 27 April 2025 of £93.5m (FY24: £126.8m). The
average interest rate paid on the securitisation loan was 6.98% (FY24: 7.02%).
197
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Reconciliation of Liabilities Arising from Financing Activities
The changes in the Group’s liabilities arising from financing activities can be classified as follows:
   
 
Non-current
   
 
borrowings
Current borrowings
Total
 
(£’m)
(£’m)
(£’m)
At 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, interest, 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
Cash-flows:
     
- Borrowings drawn down
1,404.5
75.0
1,479.5
- Borrowings repaid
(1,092.5)
-
(1,092.5)
Lease liability:
     
- IFRS 16 Lease Liabilities - cash-flows
-
(142.0)
(142.0)
- IFRS 16 Lease Liabilities - modifications/remeasurements, transfers from non-current to
     
current, interest, and foreign exchange adjustments
(81.1)
112.1
31.0
- IFRS 16 Lease Liabilities - new leases
86.4
27.0
113.4
- IFRS 16 Lease Liabilities - acquired through business combinations (note 32)
19.1
-
19.1
At 27 April 2025
1,676.4
184.6
1,861.0
On 2 July 2025 the Group refinanced its existing borrowings and entered into a combined term loan and revolving
credit facility (“RCF”) of £3 billion for a period of three years, with the possibility to extend this by a further two years.
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:
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Borrowings
(1,861.0)
(1,452.5)
Add back:
   
- Lease liabilities
667.8
646.3
Cash and cash equivalents
252.2
358.6
Net debt
(941.0)
(447.6)
198
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
28. PROVISIONS
 
Legal and
 
Financial services
   
 
regulatory
Property related
related
Other
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
At 30 April 2023
123.5
166.7
16.0
0.3
306.5
Acquired through business combinations
-
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
Amounts provided
3.7
30.0
0.5
3.8
38.0
Amounts utilised/reversed
(26.1)
(40.9)
(5.7)
(0.7)
(73.4)
At 27 April 2025
101.3
113.2
3.0
6.1
223.6
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.
29. TRADE AND OTHER PAYABLES
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
Trade payables
339.9
328.2
Amounts owed to related undertakings
0.5
7.5
Other taxes including social security costs
25.6
22.2
Other payables
69.5
116.5
Accruals
228.3
209.5
 
663.8
683.9
Included within other payables are amounts outstanding in respect of gift cards and vouchers of £33.9m (FY24:
£30.6m). The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
199
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
30. SHARE CAPITAL
   
 
27 April 2025
28 April 2024
 
(£’m)
(£’m)
AUTHORISED
   
999,500,010 ordinary shares of 10p each
100.0
100.0
ALLOTTED, CALLED UP AND FULLY PAID
   
640,602,369 (FY24: 640,602,369) ordinary shares of 10p each
64.1
64.1
SHARE CAPITAL
   
At 27 April 2025 and At 28 April 2024
64.1
64.1
The Group holds 190,286,334 ordinary shares in treasury (FY24: 190,286,334).
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 (FY24: 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.
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.
200
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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
£2.8m (FY24: £4.0m) has been recognised in the period in relation to the scheme with an equivalent £2.8m (FY24:
£4.0m) being recognised in equity.
For the cash-settled element of the FY21 Fearless 1000 plan, a credit to the Consolidated Income Statement of £9.7m
(FY24: charge of £6.2m) has been recognised in the period along with a corresponding decrease 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 (FY24: £1.5m) has been recognised in the period in relation to
the scheme with an equivalent £1.5m (FY24: £1.5m) being recognised in equity.
At the annual general meeting in October 2022, our shareholders gave approval for the CEO Executive Share Scheme.
Under this scheme shares may be issued by the Group to Michael Murray (CEO) for no cash consideration. Under the
scheme, 6,711,409 shares are awarded to the CEO if certain market conditions are achieved. The share price must stay
above £15 for 30 consecutive trading days to trigger the vesting of shares at the end of the four year vesting period,
or the Remuneration Committee can now allow all awards to vest early if a £15 share price target is achieved. Awards
are also subject to an adjusted PBT performance condition and no awards vest unless an adjusted PBT of £500 million
is achieved during a complete financial year of the Group that falls within the performance period. 50% of the shares
are granted after 3 years and the remaining 50% after 4 years. In all other respects the shares rank equally with other
fully paid ordinary shares on issue.
The scheme is deemed to be an equity-settled scheme as defined by IFRS 2 Share-based payment. In line with the
accounting policy in note 1, the fair value at the date of grant is expensed to the Consolidated Income Statement on a
straight-line basis over the vesting period, with the corresponding credit going to equity.
The assessed fair value at grant date of the shares granted during the period ended 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 27 April 2025 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: 32.27%
– expected dividend yield: 0%
– risk-free interest rate: 3.97%
201
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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 (FY24: £4.6m) has been recognised in the period in relation
to the scheme with an equivalent £4.6m (FY24: £4.6m) 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.
31. OTHER RESERVES
   
 
Permanent
Capital
Reverse
     
 
contribution to
redemption
combination
Hedging
Revaluation
Total other
 
capital
reserve
reserve
reserve
reserve
reserves
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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 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)
Cash flow hedges
           
- recognised in the period
-
-
-
(9.0)
-
(9.0)
- reclassified and reported in sales
-
-
-
(12.3)
-
(12.3)
- reclassified in the period and reported in inventory/
           
cost of sales
-
-
-
2.5
-
2.5
- Taxation
-
-
-
4.6
-
4.6
At 27 April 2025
0.1
8.0
(987.3)
7.5
1.2
(970.5)
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 Sports
Direct 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 (FY24: 17,386,913).
202
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
The non-controlling interests of the Group mostly relates to Sportland International Group AS and its subsidiaries.
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 £0.1m profit (FY24: £6.7m) 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 £24.0m
(FY24: £23.9m). No dividend was paid to the non-controlling interest in the period (FY24: £nil). The group of companies
headed by Sportland International Group AS has total assets of £114.4m (FY24: £110.4m) and total liabilities of £37.4m
(FY24: £39.0m).
Sports Direct Malaysia Sdn. Bhd. Is incorporated in Malaysia with the principal places of business being a number of
countries across Asia. During the period the Group increased its investment from 75% to 100% for cash consideration
of USD 25m (approx. £18.8m). The share of result from the period attributable to non-controlling interest until full
ownership was £0.6m, please refer to the Consolidated Statement of Changes in Equity for further details.
32. ACQUISITIONS
Twin Sport
On 24 July 2024, the Group acquired the entire share capital of Twin Sport Holding B.V., including its 17 subsidiaries and
their associated stores, for a total consideration of £20.2m, of which £17.0m was paid at completion. The acquisition is
in line with Frasers Group’s strategy in expanding internationally in Europe.
The £20.5m of 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 from the Sports Direct
store model existing in Europe.
The asset and liability values at acquisition are detailed below.
 
Book Value
Fair Value adjustment
Fair values
 
(£’m)
(£’m)
(£’m)
Property, plant and equipment
1.0
(1.0)
-
Intangible assets
4.2
(3.4)
0.8
Right of use assets
-
10.9
10.9
Inventories
9.8
1.0
10.8
Investments
14.6
(14.6)
-
Cash and cash equivalents
(0.3)
-
(0.3)
Trade and other receivables
1.9
-
1.9
Trade and other payables
(20.3)
6.8
(13.5)
Lease liabilities
-
(10.9)
(10.9)
Goodwill
1.0
19.5
20.5
Net assets acquired
11.9
8.3
20.2
Transaction costs for the acquisition of Twin Sport totalled £0.5m.
203
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Roko Health Clubs
On 20 December 2024, the Group acquired the trade and assets of Roko Health Clubs Limited “Roko” for cash
consideration of £9.1m. The acquisition allows for the expansion of Everlast gyms into new locations and the roll out of
more premium gym facilities.
The asset and liability values at acquisition are detailed below.
Book Value
Fair Value adjustment
Fair values
(£m)
(£m)
(£m)
Property, plant and equipment
9.1
-
9.1
Right of use assets
-
8.2
8.2
Lease liabilities
-
(8.2)
(8.2)
Net assets acquired
9.1
-
9.1
Transaction costs for the acquisition of Roko totalled £0.1m.
Premium Fashion
On 11 September 2024, the Group acquired the trade and assets of the “Coggles”, “MyBag” and “Allsole” websites from
THG plc for cash consideration of £1.0m. The acquisition strengthens the Group’s existing partnership with THG and
allows the ability for Frasers Plus to be rolled out across more websites in the Premium sector.
The fair value adjustments relating to inventory adjusts for the current market value of out of season and lower
demand stock.
The asset and liability values at acquisition are detailed below.
Book Value
Fair Value adjustment
Fair values
(£m)
(£m)
(£m)
Inventories
9.0
(1.3)
7.7
Gain on bargain purchase
-
(6.7)
(6.7)
Net assets acquired
9.0
(8.0)
1.0
Thackerays
On 12 July 2024, the Group acquired the trade and assets of fashion retailor Galleries (Fashion) Limited for cash
consideration £1.1m. The acquisition adds to the Group’s existing luxury and premium business.
The asset and liability values at acquisition are detailed below.
Book Value
Fair Value adjustment
Fair values
(£m)
(£m)
(£m)
Property, plant and equipment
0.7
0.1
0.8
Inventories
0.5
(0.1)
0.4
Gain on bargain purchase
-
(0.1)
(0.1)
Net assets acquired
1.2
(0.1)
1.1
Transaction costs for the acquisition of Thackerays totalled £0.1m.
204
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Summary of FY25 Acquisitions
The following table summarises the fair values of consideration paid:
Cash consideration
(£m)
Twin Sport
20.2
Roko
9.1
Coggles
1.0
Thackerays
1.1
Total
31.4
The asset and liability values of all the acquisitions are summarised below:
Fair values
(£m)
Property, plant and equipment
9.9
Right of use assets
19.1
Intangible assets
0.8
Inventories
18.9
Trade and other receivables
1.9
Cash and cash equivalents
(0.3)
Trade and other payables
(13.5)
Lease liabilities
(19.1)
Goodwill
20.5
Gain on bargain purchase
(6.8)
Net assets acquired
31.4
Total transaction costs across all acquisitions totalled £0.7m, 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:
Revenue
Operating (loss)/profit
(Loss)/Profit before tax
(£m)
(£m)
(£m)
Twin Sport
47.7
1.6
1.6
Roko
-
(1.1)
(1.1)
Coggles
9.4
6.6
6.6
Thackerays
0.4
(0.3)
(0.3)
Total
57.5
6.8
6.8
205
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
Had the acquisitions been included from the start of the period the following amounts would have been included
within the Group’s Financial Statements for the period:
Revenue
Operating profit/(loss)
Profit/(loss) before tax
(£m)
(£m)
(£m)
Twin Sport
61.1
2.1
2.1
Roko
-
(1.1)
(1.1)
Coggles
9.4
6.6
6.6
Thackerays
0.4
(0.3)
(0.3)
Total
70.9
7.3
7.3
There were no contingent liabilities acquired as a result of the above transactions.
Reconciliation of net cash outflow from investing activities:
Fair value of cash and cash
Purchase of subsidiaries,
Cash consideration
equivalents acquired
net of cash acquired
(£m)
(£m)
(£m)
Twin Sport
17.0
(0.4)
17.4
Roko
9.1
-
9.1
Coggles
1.0
-
1.0
Thackerays
1.1
-
1.1
Total
28.2
(0.4)
28.6
Summary of FY24 Acquisitions
i.
On 20 December 2023, the Group acquired the Matches business (“Matches”) from MF Intermediate Limited. 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. 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.
ii. During FY24, the Group had other acquisitions including; John Anthony, Zee & Co, WIT Fitness and Aphrodite
Clothing.
The asset and liability values at acquisition are detailed below. In FY24 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:
Matches
Others
(£’m)
(£’m)
Cash consideration
51.9
2.4
51.9
2.4
Matches
Others
206
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
   
   
Fair Value
   
Fair Value
 
 
Book Value
Adjustment
Fair Value
Book Value
Adjustment
Fair Value
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
Property, plant and equipment
0.3
(0.3)
-
0.3
(0.3)
-
Right of use assets
0.1
(0.1)
-
-
-
-
Intangible assets
42.8
(22.8)
20
0.3
(0.3)
-
Inventories
89.6
7.9
97.5
3.5
1.0
4.5
Trade and other receivables
34.9
-
34.9
0.5
-
0.5
Cash and cash equivalents
15.4
(21.6)
(6.2)
(0.4)
-
(0.4)
Trade and other payables
(230.1)
160
(70.1)
(3.4)
(0.3)
(3.7)
Provisions
(12.3)
-
(12.3)
-
-
-
Lease liabilities
(15.5)
1.7
(13.8)
-
-
-
Borrowings
-
-
-
(0.1)
-
(0.1)
Goodwill
-
1.9
1.9
-
2.3
2.30
Bargain purchase
-
-
-
-
(0.7)
(0.7)
Net (liabilities)/assets acquired
(74.8)
126.7
51.9
0.7
1.7
2.4
There were no contingent liabilities acquired as a result of the above transactions.
Total transaction costs across all acquisitions totalled £0.8m, the amount has been recognised within selling,
distribution and administrative expenses in the period.
Reconciliation of net cash outflow from investing activities for FY24:
   
 
Matches
Others
Total
(£’m)
(£’m)
(£’m)
(£’m)
Cash consideration
51.9
2.4
54.3
Fair value of cash and cash equivalent acquired
(6.2)
(0.4)
(6.6)
Purchase of subsidiaries, net of cash acquired
58.1
2.8
60.9
33. CAPITAL COMMITMENTS
The Group had capital commitments of £38.9m as at 27 April 2025 (FY24: £nil) relating to property purchases.
207
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
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 27 April 2025:
   
       
Trade and other
Trade and other
 
Relationship
Sales
Purchases
receivables
payables
   
(£’m)
(£’m)
(£’m)
(£’m)
Related party
         
Four (Holdings) Limited & subsidiaries
(1)
Associate
5.1
32.9
7.3
0.4
Mike Ashley
(2)
Shareholder
1.3
-
-
-
 
Connected
       
Reath SW Limited
persons
-
0.5
-
0.1
X Channel Marketing Limited
Associate
-
0.6
-
-
IWL Realisations 2023 Ltd
Associate
0.4
0.2
-
-
Kangol LLC
Associate
-
0.2
-
-
Fulham Football Club Limited
Associated
       
 
Entity
-
0.1
-
-
52 weeks ended 28 April 2024:
   
     
Trade and other
Trade 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
-
-
 
Connected
       
Reath SW Limited
persons
-
0.6
-
0.1
X Channel Marketing Limited
Associate
-
1.4
-
-
IWL Realisations 2023 Ltd
Associate
0.1
-
-
-
(1)
The outstanding balance with Four (Holdings) Limited reflects the funding related to Agent Provocateur. Management consider that the underlying results of Four (Holdings) Limited supports the
recoverability of the receivables balance. The results of Four (Holdings) Limited are not material on the basis of net assets and profit before tax, subsequently detailed disclosures have not been
presented under IFRS 12.
(2)
Use of the corporate jet and helicopter are charged at commercial rates.
The trade and other receivables balance with Four (Holdings) Limited includes an unsecured loan balance of £22.5m
(gross of amounts recognised in respect of loss allowance, £6.4m (FY24: £6.3m) net of amounts recognised in respect
of loss allowance) which attracts interest at SONIA + 2.5% within current assets (FY24: £30.0m). This has been
accounted for at amortised cost in accordance with IFRS 9. The carrying value has been determined by assessing the
recoverability of the receivable balance, discounted at an appropriate market rate of interest. £0.1m was recognised in
the period in respect of doubtful debts (FY24: £0.1m). Further disclosure can be found in note 24.
The trade and other receivables balance with Tymit Ltd includes a loan balance of £16.0m (2024: £14.0m) gross of
amounts recognised in respect of loss allowance and £nil net of amounts recognised in respect of loss allowance
(2024: £nil).
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.
During the period, the Group sold the entire share capital of Nicholas Deakins Ltd. to Four (Holdings) Limited resulting
in a loss in disposal of £3.4m.
Reath SW Limited is a company in which Robert Palmer, the Group’s Company Secretary, is a director. Reath SW
208
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
Limited provide professional services to the Group.
David Daly is a non-executive director of Fulham Football Club Limited.
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 27 April 2025
52 weeks ended 28 April 2024
 
(£’m)
(£’m)
Salaries and short-term benefits
2.1
1.9
Fair value charge for Executive Share Scheme (see note 30)
1.5
1.5
Total
3.6
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 Holdings Topco Limited, which
owns 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 at the period end. MASH Holdings Limited is the smallest and
MASH Holdings Topco Limited is the largest company to consolidate these accounts. MASH Holdings Topco
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.
209
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
36. POST BALANCE SHEET EVENTS
On 26 November 2024, the Group entered into a binding agreement to acquire Holdsport Group, a South African
sports retailer with 88 stores and is part of the Group’s continued expansion internationally. As of 27 April 2025, the
Group did not have control of Holdsport Group given the transaction was subject to customary regulatory approvals.
On 16 May 2025, customary regulatory conditions were satisfied and the acquisition was completed. The accounting
for the business combination is in progress and so the disclosures required by IFRS 3 Business Combinations cannot be
made at this stage.
On 15 April 2025, the Group announced a long-term strategic retail agreement with Accent Group to launch and
operate Sports Direct across Australia and New Zealand. As part of this partnership, the Group committed to
increasing its shareholding in Accent Group to 19.57% and Accent agreed to acquire the MySale business. The
transaction completed in May 2025.
On 16 May 2025, Michael Murray joined the supervisory board of Hugo Boss AG following its AGM on 15 May 2025.
On 27 June 2025, the Group acquired a majority shareholding in XXL ASA (“XXL”) and will therefore consolidate XXL’s
results from the point the Group obtained control in FY26. Due to the proximity of the acquisition date to the date
these financial statements were authorised for issue, the initial accounting for the business combination is incomplete
and so the disclosures required by IFRS 3 Business Combinations cannot be made at this stage.
On 2 July 2025, the Group entered into a new term loan and revolving credit facility with its banks to replace its
existing financing facilities. This provides the Group with access to borrowings of up to an aggregate amount of £3.0bn
over the next three years (with 2 one-year extension options for a total tenor of up to five years), with an option to
increase the facility by £0.5bn at the lenders’ discretion.
On 10 July it was announced that James France (a representative of the Group) will join the Board of Mulberry plc
effective from 30 July 2025.
The Group has continued to increase its holdings in strategic investments through the following transactions after the
period-end:
It was announced on 4 June 2025 that the Group increased its holding Marks Electrical Group plc to 11.3%.
It was announced on 5 June 2025 that the Group increased its holding THG plc to 12.6%.
The Group has increased its holding in Hugo Boss AG to 25.21% as of 20 June 2025.
210
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
37. SUBSIDIARY UNDERTAKINGS
   
     
PERCENTAGE OF
 
 
REGISTERED OFFICE
 
ISSUED SHARE
 
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
 
3rd Floor 44 Esplanade, St
     
0001 Affinity Talke (Freeholdco) Limited
Helier, Jersey, JE4 9WG
122593
100
Non-retailer
0001 P HAY EXETER HEADL (FREEHOLDCO)
       
LIMITED
Shirebrook
(1)
11775597
100
Non-retailer
 
3rd Floor 44 Esplanade, St
     
0002 Affinity Fleetwood (Freeholdco) Limited
Helier, Jersey, JE4 9WG
122594
100
Non-retailer
0002 PHAY EXETER RESI FREEHOLDCO LIMITED
Shirebrook
(1)
15089415
100
Non-retailer
 
3rd Floor 44 Esplanade, St
     
0003 Affinity Atlantic Village (Freeholdco) Limited
Helier, Jersey, JE4 9WG
124522
100
Non-retailer
 
3rd Floor 44 Esplanade, St
     
0004 Affinity Sterling Mills (Freeholdco) Limited
Helier, Jersey, JE4 9WG
126377
100
Non-retailer
0008 MANSFIELDFIT (LEASECO) LIMITED
Shirebrook
(1)
12372305
100
Non-retailer
0008 POPES BRIXTON (FREEHOLDCO) LIMITED
Shirebrook
(1)
09127300
100
Non-retailer
0010 ROSEMOSSLEYFIT (LEASECO) LIMITED
Shirebrook
(1)
12372368
100
Non-retailer
0014 (PROPCOSO) LIMITED
Shirebrook
(1)
12820516
100
Non-retailer
0015 DEMANDEVILLE RP ENFIELD
       
(FREEHOLDCO) LIMITED
Shirebrook
(1)
10086209
100
Non-retailer
0015 MANSFIELDFITNESS2 (LEASECO) LIMITED
Shirebrook
(1)
12822245
100
Non-retailer
0017 (PROPCOSO) LIMITED
Shirebrook
(1)
12822692
100
Non-retailer
0018 (PROPCOSO) LIMITED
Shirebrook
(1)
12822794
100
Non-retailer
0019 (PROPCOSO) LIMITED
Shirebrook
(1)
12822856
100
Non-retailer
0019 ABAR SOUTHAMPTON (FREEHOLDCO)
       
LIMITED
Shirebrook
(1)
08512480
100
Non-retailer
0020 (PROPCOSO) LIMITED
Shirebrook
(1)
12823728
100
Non-retailer
0020 MILSOM BATHGH (LEASECO) LIMITED
Shirebrook
(1)
16388565
100
Non-retailer
0021 George St Stranraer (Freeholdco) Limited
Shirebrook
(1)
16479220
100
Non-retailer
0023 BROMBROUGHFIT (LEASECO) LIMITED
Shirebrook
(1)
12823786
100
Non-retailer
0025 FORE ST REDRUTH CORNWALL
       
(FREEHOLDCO) LIMITED
Shirebrook
(1)
14845681
100
Non-retailer
0027 OXFORDTFIT (LEASECO) LIMITED
Shirebrook
(1)
12830411
100
Non-retailer
0032 NORTH END FULHAM (FREEHOLDCO)
       
LIMITED
Shirebrook
(1)
07852037
100
Non-retailer
 
C/O Eversheds Sutherland
     
 
4f Montgomery House,
     
0033 (PROPCOSO) LIMITED
Montgomery Street, Belfast,
NI672033
100
Non-retailer
 
United Kingdom, BT1 4NX
     
0034 CASTLE PLACE BELFAST (FREEHOLDCO)
       
LIMITED
Shirebrook
(1)
09872471
100
Non-retailer
0034 GLOUCESTERFIT (LEASECO) LIMITED
Shirebrook
(1)
12930829
100
Non-retailer
0035 BRISTOLFIT (LEASECO) LIMITED
Shirebrook
(1)
12930938
100
Non-retailer
0035 KETTLEBRIDGE JW SHEFF (LEASECO)
       
LIMITED
Shirebrook
(1)
11775722
100
Non-retailer
0038 (PROPCOSO) LIMITED
Shirebrook
(1)
09038724
100
Non-retailer
0040 BLACKBURNFIT (LEASECO) LIMITED
Shirebrook
(1)
09038881
100
Non-retailer
0041 H ST EAST HAM (FREEHOLDCO) LIMITED
Shirebrook
(1)
09810378
100
Non-retailer
0041 REDHILL SURREY (FREEHOLDCO) LIMITED
Shirebrook
(1)
15858660
100
Non-retailer
0045 DERBYFIT (LEASECO) LIMITED
Shirebrook
(1)
09039481
100
Non-retailer
0050 NOTTSFIT (LEASECO) LIMITED
Shirebrook
(1)
13030175
100
Non-retailer
0071 (PROPCOSO) LIMITED
Shirebrook
(1)
12332871
100
Non-retailer
0074 UNION ST ABERDEEN (FREEHOLDCO)
       
LIMITED
Shirebrook
(1)
08512592
100
Non-retailer
0075 POPES ROAD BRIXTON (FREEHOLDCO)
       
LIMITED
Shirebrook
(1)
11577256
100
Non-retailer
0077 DONCASTER FRENCHGATE (FREEHOLDCO)
       
LIMITED
Shirebrook
(1)
11578164
100
Non-retailer
211
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
0078 (PROPCOSO) LIMITED
Shirebrook
(1)
07852207
100
Non-retailer
0078 TRELOGGAN RD NEWQUAY (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10089800
100
Non-retailer
0082 SOUTHAMPTON RD SALISBURY
(FREEHOLDCO) LIMITED
Shirebrook
(1)
10107572
100
Non-retailer
0083 QST NEWTON ABBOTT (FREEHOLDCO)
LIMITED
Shirebrook
(1)
06836666
100
Non-retailer
0091 (PROPCOSO) LIMITED
Shirebrook
(1)
08679118
100
Non-retailer
0092 CORNMILL CENTRE DARLINGTON
(FREEHOLDCO) LIMITED
Shirebrook
(1)
10915193
100
Non-retailer
0093 (PROPCOSO) LIMITED
Shirebrook
(1)
11730253
100
Non-retailer
0107 REGENT ST SWINDON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09888662
100
Non-retailer
0112 BRIDGE ST LION HOT (FREEHOLDCO)
LIMITED
Shirebrook
(1)
06836880
100
Non-retailer
0115 QNS SQUARE MIDDLESBROUGH
(FREEHOLDCO) LIMITED
Shirebrook
(1)
12332862
100
Non-retailer
0119 (PROPCOSO) LIMITED
Shirebrook
(1)
09039405
100
Non-retailer
0124 MURRAYGATE DUNDEE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09702004
100
Non-retailer
0137 CARDIFF QSTREET (FREEHOLDCO) LIMITED
Shirebrook
(1)
11227321
100
Non-retailer
0139 H ST CHATHAM (FREEHOLDCO) LIMITED
Shirebrook
(1)
06836679
100
Non-retailer
0139 TRAFFORD MISSG (FREEHOLDCO) LIMITED
Shirebrook
(1)
13808689
100
Non-retailer
0140 BOUCHER SP BELFAST (FREEHOLDCO)
LIMITED
Shirebrook
(1)
13808700
100
Non-retailer
0141 CHURCH HALL STDO ACCRINGTON
(FREEHOLDCO) LIMITED
Shirebrook
(1)
13808701
100
Non-retailer
0143 HOLTON SOUTH GLAMORGAN
(FREEHOLDCO) LIMITED
Shirebrook
(1)
16409339
100
Non-retailer
0152 KENTISH TOWN ROAD LDN (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09901702
100
Non-retailer
0153 PARK ST WALSALL (FREEHOLDCO) LIMITED
Shirebrook
(1)
07852289
100
Non-retailer
0162 H ST UXBRIDGE (FREEHOLDCO) LIMITED
Shirebrook
(1)
09127316
100
Non-retailer
0167 COLNE BOUNDARY RP (FREEHOLDCO)
LIMITED
Shirebrook
(1)
15089413
100
Non-retailer
0171 CROYDON TRAFWAY RP (FREEHOLDCO)
LIMITED
Shirebrook
(1)
15774804
100
Non-retailer
0171 NN12ET NORTHAMPTON LIMITED
Shirebrook
(1)
15089417
100
Non-retailer
0172 ST NIC ARCADE LANCASTER FREEHOLDCO
LIMITED
Shirebrook
(1)
15784537
100
Non-retailer
0173 QWAY BLVD CRAWLEY FREEHOLDCO
LIMITED
Shirebrook
(1)
15784534
100
Non-retailer
0174 QUEDGELEY RP (FREEHOLDCO) LIMITED
Shirebrook
(1)
15892579
100
Non-retailer
0181 SCOTCH ST CARLISLE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07851959
100
Non-retailer
0184 HULST WOLFSTRT NTHLAND
(FREEHOLDCO) LIMITED
Shirebrook
(1)
16048091
100
Non-retailer
0185 ROLLE ST EXMOUTH (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852669
100
Non-retailer
0186 ROSE ST RP INVERNESS (FREEHOLDCO)
LIMITED
Shirebrook
(1)
16259556
100
Non-retailer
0253 H ST SCUNTHORPE (FREEHOLDCO) LIMITED
Shirebrook
(1)
07852055
100
Non-retailer
0263 LDN RD NORTH LOWESTOFT
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07852265
100
Non-retailer
0271 TRURO RD ST AUSTELL (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852284
100
Non-retailer
0272 STATION RD CLACTON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852078
100
Non-retailer
212
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
0273 MARKET J ST PENZANCE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852297
100
Non-retailer
0275 HEATHCOT RD STOKE LONGTON
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07853877
100
Non-retailer
0276 NEWPORTIOW (FREEHOLDCO) LIMITED
Shirebrook
(1)
12578944
100
Non-retailer
0278 CARTERGATE NEWARK ON TRENT
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07853470
100
Non-retailer
0282 LOW BUCKHOLMSIDE GALASHIELS
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07852091
100
Non-retailer
0283 BOROUGH PAVEMENT BIRKENHEAD
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07849198
100
Non-retailer
0285 NORTHGATE ST GLOUCESTER
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07852067
100
Non-retailer
0290 BROADCLOSE PETERLEE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852401
100
Non-retailer
0293 ABINGTON ST NORTHAMPTON
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07852272
100
Non-retailer
0296 FAWCETT ST SUNDERLAND (FREEHOLDCO)
LIMITED
Shirebrook
(1)
08755347
100
Non-retailer
0306 CROSS ST OSWESTRY (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852363
100
Non-retailer
0308 SYCAMORE WOODHORN ASHINGTON
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07849231
100
Non-retailer
0309 HAREFIELD RD NUNEATON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852249
100
Non-retailer
0314 CORNHILL BRIDGWATER (FREEHOLDCO)
LIMITED
Shirebrook
(1)
07852061
100
Non-retailer
0315 H ST KIRKCALDY (FREEHOLDCO) LIMITED
Shirebrook
(1)
07852097
100
Non-retailer
0317 K ST ST HELENS (FREEHOLDCO) LIMITED
Shirebrook
(1)
07852281
100
Non-retailer
0321 QST NEATH (FREEHOLDCO) LIMITED
Shirebrook
(1)
07853548
100
Non-retailer
0325 H ST ASHFORD (FREEHOLDCO) LIMITED
Shirebrook
(1)
07848460
100
Non-retailer
0329 BERESFORD TERRACE AYR (FREEHOLDCO)
LIMITED
Shirebrook
(1)
05528267
100
Non-retailer
0330 PORTLAND ST KILMARNOCK
(FREEHOLDCO) LIMITED
Shirebrook
(1)
07853433
100
Non-retailer
0343 H ST DUMFERLINE (FREEHOLDCO) LIMITED
Shirebrook
(1)
08483679
100
Non-retailer
0351 ANCHOR RP BURNLEY (FREEHOLDCO)
LIMITED
Shirebrook
(1)
16119926
100
Non-retailer
0352 PIER ST ABERWYSTWYTH (FREEHOLDCO)
LIMITED
Shirebrook
(1)
02789996
100
Non-retailer
0353 H ST REDCAR (FREEHOLDCO) LIMITED
Shirebrook
(1)
02731452
100
Non-retailer
0357 HEAD ST COLCHESTER (FREEHOLDCO)
LIMITED
Shirebrook
(1)
05632790
100
Non-retailer
0361 SILVER ST GAINSBOROUGH (FREEHOLDCO)
LIMITED
Shirebrook
(1)
06338907
100
Non-retailer
0365 STANTHORPE RD STREATHAM
(FREEHOLDCO) LIMITED
Shirebrook
(1)
10066335
100
Non-retailer
0367 (PROPCOSO) LIMITED
Shirebrook
(1)
11775763
100
Non-retailer
0368 AUCKLAND HOUSE BISHOP AUCKLAND
(FREEHOLDCO) LIMITED
Shirebrook
(1)
03004246
100
Non-retailer
0370 H ST STROOD (FREEHOLDCO) LIMITED
Shirebrook
(1)
07852251
100
Non-retailer
0373 H ST HOUNSLOW (FREEHOLDCO) LIMITED
Shirebrook
(1)
10086218
100
Non-retailer
0377 SANDES AV KENDAL (FREEHOLDCO)
LIMITED
Shirebrook
(1)
06338918
100
Non-retailer
0393 H STREET ELTHAM (FREEHOLDCO) LIMITED
Shirebrook
(1)
16372482
100
Non-retailer
0410 MARYGATE BERWICK UPON TWEED
(FREEHOLDCO) LIMITED
Shirebrook
(1)
02739957
100
Non-retailer
213
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
0419 GLASGOW RD WISHAW (FREEHOLDCO)
LIMITED
Shirebrook
(1)
06656365
100
Non-retailer
0420 H SR UXBRIDGE (FREEHOLDCO) LIMITED
Shirebrook
(1)
10177276
100
Non-retailer
0420 WESTGATE WAKEFIELD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
08483711
100
Non-retailer
0429 WELLINGTON PLACE HASTINGS
(FREEHOLDCO) LIMITED
Shirebrook
(1)
08625893
100
Non-retailer
0430 GAOLGATE STAFFORD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
08568681
100
Non-retailer
0601 BROAD ST TEDDINGTON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
16243430
100
Non-retailer
0610 MARKET RD LONDON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10799247
100
Non-retailer
0639 ST PETERS DERBY (FREEHOLDCO) LIMITED
Shirebrook
(1)
09310031
100
Non-retailer
0790 LANDMARK PLACE CARDIFF FL
(FREEHOLDCO) LIMITED
Shirebrook
(1)
10177359
100
Non-retailer
184-188 Ingram Street,
0797 INGRAM ST GLASGOW (FREEHOLDCO)
Glasgow, Scotland, G1 1DN,
09925519
100
Non-retailer
LIMITED
United Kingdom
0808 EAST ST TAUNTON (FREEHOLDCO) LIMITED
Shirebrook
(1)
07852191
100
Non-retailer
0915 PROW HANLEY (FREEHOLDCO) LIMITED
Shirebrook
(1)
11228017
100
Non-retailer
0930 LESLEY RP STRABANE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09890243
100
Non-retailer
1013 MARKET PL KINGSTON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10915209
100
Non-retailer
1091 QST RAMSGATE (FREEHOLDCO) LIMITED
Shirebrook
(1)
07852250
100
Non-retailer
1111 CLARENDON W COLCHESTER (LEASECO)
LIMITED
Shirebrook
(1)
09039011
100
Non-retailer
1114 RUXLEY LN EWELL (LEASECO) LIMITED
Shirebrook
(1)
12930826
100
Non-retailer
1117 EPSOM ROAD GUILDFORD SURREY
(LEASECO) LIMITED
Shirebrook
(1)
12372218
100
Non-retailer
1120 ORION WAY KETTERING (LEASECO) LIMITED
Shirebrook
(1)
12371923
100
Non-retailer
1121 ALCESTER ROAD BIRMINGHAM (LEASECO)
LIMITED
Shirebrook
(1)
12372165
100
Non-retailer
1122 NORTH LYNN IE NORFOLK (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10073076
100
Non-retailer
1132 WEBB ELLIS RUGBY (LEASECO) LIMITED
Shirebrook
(1)
12372169
100
Non-retailer
1133 SALEFIT (LEASECO) LIMITED
Shirebrook
(1)
12372303
100
Non-retailer
1213 NORTH ST GUILDFORD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
16350836
100
Non-retailer
1333 HEADROW LEEDS (FREEHOLDCO) LIMITED
Shirebrook
(1)
09293515
100
Non-retailer
1419 ETROP CT WYTHENSHAWE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09659156
100
Non-retailer
148 BLUEW (LEASECO) LIMITED
Shirebrook
(1)
14156546
100
Non-retailer
1498 ABOVE BAR SOUTHAMPTON
(FREEHOLDCO) LIMITED
Shirebrook
(1)
09665889
100
Non-retailer
1534 LAW PLACE EAST KILBRIDE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
06656368
100
Non-retailer
1561 PRIORY WALK DONCASTER (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09888670
100
Non-retailer
1567 P ST EDINBURGH (FREEHOLDCO) LIMITED
Shirebrook
(1)
10100990
100
Non-retailer
1569 FERENSWAY HULL (FREEHOLDCO) LIMITED
Shirebrook
(1)
09638564
100
Non-retailer
The Strand Shopping Centre,
1587 STRAND SC ISLEMAN (FREEHOLDCO)
Douglas, Isle of Man, England,
09901745
100
Non-retailer
LIMITED
IM1 2ER, United Kingdom
1626 ARGYLE ST GLASGOW (FREEHOLDCO)
LIMITED
Shirebrook
(1)
11227937
100
Non-retailer
214
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
1658 MARKET PL ROMFORD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10071547
100
Non-retailer
1718 NASSAU ST LONDON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
11227964
100
Non-retailer
1742 LINTHORPE RD MIDDLESBROUGH
(FREEHOLDCO) LIMITED
Shirebrook
(1)
10081909
100
Non-retailer
1747 GALLOWTREE GATE LEICESTER
(FREEHOLDCO) LIMITED
Shirebrook
(1)
09127170
100
Non-retailer
1796 ACADEMY OXFORD POLAND ST LONDON
(FREEHOLDCO) LIMITED
Shirebrook
(1)
10046080
100
Non-retailer
1801 NORTH RP MANCHESTER (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09127295
100
Non-retailer
1821 ALBERT SQ SC WIDNES (FREEHOLDCO)
LIMITED
Shirebrook
(1)
08576472
100
Non-retailer
1837 H ST WATFORD (FREEHOLDCO) LIMITED
Shirebrook
(1)
06328505
100
Non-retailer
1844 BARONS QUAY NORTHWICH
(FREEHOLDCO) LIMITED
Shirebrook
(1)
05656295
100
Non-retailer
1846 HENBLAS SQ. WREXHAM (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10915200
100
Non-retailer
18MONTROSE RETAIL LIMITED
Shirebrook
(1)
11577636
100
Retailer
1987 RIVERSIDE RP STAFFORD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
08972499
100
Non-retailer
2002 FRIARS SQARE AYLESBURY (LEASECO)
LIMITED
Shirebrook
(1)
11523489
100
Non-retailer
2006 CORPORATION ST BIRMINGHAM (LEASECO)
LIMITED
Shirebrook
(1)
11530370
100
Non-retailer
2013 PROMANADE CHELTENHAM (LEASECO)
LIMITED
Shirebrook
(1)
11574887
100
Non-retailer
2017 ANCHOR CENTRALE CROYDON (LEASECO)
LIMITED
Shirebrook
(1)
11732772
100
Non-retailer
2019 BLACKWELL GATE DARLINGTON (LEASECO)
LIMITED
Shirebrook
(1)
11523343
100
Non-retailer
2019 DARLINGTON (FREEHOLDCO) LIMITED
Shirebrook
(1)
14845734
100
Non-retailer
2024 P HAY EXETER OCC FREEHOLDCO LIMITED
Shirebrook
(1)
15863805
100
Non-retailer
2025 ARGYLE GLASGOW (FREEHOLDCO) LIMITED
Shirebrook
(1)
11531596
100
Non-retailer
2035 RUSHDEN LAKES RUSHDEN (LEASECO)
LIMITED
Shirebrook
(1)
11527237
100
Non-retailer
2036 MINT LANE LINCOLN (LEASECO) LIMITED
Shirebrook
(1)
11523621
100
Non-retailer
2037 LOCHLOMONDSHORES FREEHOLDCO
LIMITED
Shirebrook
(1)
11531532
100
Non-retailer
2038 FREMLIN WALK MAIDSTONE (LEASECO)
LIMITED
Shirebrook
(1)
11527303
100
Non-retailer
2039 DEANSGATE MANCHESTER (LEASECO)
LIMITED
Shirebrook
(1)
11646302
100
Non-retailer
2040 PARK LANE MEADOWHALL (LEASECO)
LIMITED
Shirebrook
(1)
11641123
100
Non-retailer
2044 VICTORIA CENTRE NOTTINGHAM
(LEASECO) LIMITED
Shirebrook
(1)
11687077
100
Non-retailer
2045 CHANTRY PLACE NORWICH (LEASECO)
LIMITED
Shirebrook
(1)
11730503
100
Non-retailer
2047 ARMADA WAY PLYMOUTH (LEASECO)
LIMITED
Shirebrook
(1)
11523748
100
Non-retailer
2048 ORACLE CENTRE READING (LEASECO)
LIMITED
Shirebrook
(1)
11674753
100
Non-retailer
2053 GRACECHURCH SUTTON COLDFIELD
(LEASECO) LIMITED
Shirebrook
(1)
11527382
100
Non-retailer
2059 CHAPEL WALK WORCESTER (LEASECO)
LIMITED
Shirebrook
(1)
11526182
100
Non-retailer
2123 TAVERN ST IPSWICH (FREEHOLDCO)
LIMITED
Shirebrook
(1)
12578948
100
Non-retailer
215
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
2134 TIMES SQ SC SUTTON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
11228011
100
Non-retailer
2135 CONEY ST YORK (FREEHOLDCO) LIMITED
Shirebrook
(1)
11331391
100
Non-retailer
2171 TOWER WELLINGTON BALLYMENA
(FREEHOLDCO) LIMITED
Shirebrook
(1)
16406652
100
Non-retailer
2180 COMM ST HEREFORD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09888642
100
Non-retailer
2190 ARMADA WAY PLYMOUTH (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09127387
100
Non-retailer
2190 NEW GEORGE ST PLYMOUTH
(FREEHOLDCO) LIMITED
Shirebrook
(1)
09470468
100
Non-retailer
2214 K ST GREAT YARMOUTH (FREEHOLDCO)
LIMITED
Shirebrook
(1)
11732687
100
Non-retailer
2341 CLARENCE ST KINGSTON UT (FREEHOLDCO)
LIMITED
Shirebrook
(1)
12298708
100
Non-retailer
2374 GATEWAY TROWBRIDGE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
12355661
100
Non-retailer
2624 DS1 MANDER WOLVERHAMPTON (LEASECO)
LIMITED
Shirebrook
(1)
11773466
100
Non-retailer
2643 GELDARD RD BIRSTALL LEEDS (LEASECO)
LIMITED
Shirebrook
(1)
13030435
100
Non-retailer
2653 BREWARY QUARTER CHELTENHAM
(LEASECO) LIMITED
Shirebrook
(1)
09038768
100
Non-retailer
2655 PRIDE PK DERBY (LEASECO) LIMITED
Shirebrook
(1)
09039343
100
Non-retailer
2658 BANSTEAD RD EWELL (LEASECO) LIMITED
Shirebrook
(1)
12825721
100
Non-retailer
2663 LLANELLIFIT (LEASECO) LIMITED
Shirebrook
(1)
12820382
100
Non-retailer
2664 PASONAGE RP LEIGH (LEASECO) LIMITED
Shirebrook
(1)
12930954
100
Non-retailer
2665 TRITTON RD LINCOLN (LEASECO) LIMITED
Shirebrook
(1)
12822564
100
Non-retailer
2668 CYFARTHFA RP MERTHYR TYDFIL LIMITED
Shirebrook
(1)
12823510
100
Non-retailer
2670 EAST RP MAESGLAS NEWPORT (LEASECO)
LIMITED
Shirebrook
(1)
12930944
100
Non-retailer
2671 COLWICH LOOP NOTTINGHAM (LEASECO)
LIMITED
Shirebrook
(1)
09039023
100
Non-retailer
2677 TIMBER BEACH SUNDERLAND (LEASECO)
LIMITED
Shirebrook
(1)
12930838
100
Non-retailer
C/O Eversheds Sutherland
2682 BLOOMFIELD SC BANGOR (LEASECO)
4f Montgomery House,
LIMITED
Montgomery Street, Belfast,
NI672035
100
Non-retailer
United Kingdom, BT1 4NX
2691 CAPITAL SP LECKWITH CARDIFF LIMITED
Shirebrook
(1)
12825569
100
Non-retailer
2695 WHITE LION RP DUNSTABLE (LEASECO)
LIMITED
Shirebrook
(1)
12930743
100
Non-retailer
2697 CHARLESTOWN RD HALIFAX (LEASECO)
LIMITED
Shirebrook
(1)
12821058
100
Non-retailer
2707 OCEAN PLAZA MARINE SOUTHPORT
(LEASECO) LIMITED
Shirebrook
(1)
09038839
100
Non-retailer
2710 ALEXANDRA PARK SCOTIA TUNSTALL
(LEASECO) LIMITED
Shirebrook
(1)
13030364
100
Non-retailer
C/O Eversheds Sutherland
2717 CRESCENT LINK LONDONDERRY (LEASECO)
4f Montgomery House,
LIMITED
Montgomery Street, Belfast,
NI672034
100
Non-retailer
United Kingdom, BT1 4NX
2734 GALWAYCORRIB (FREEHOLDCO) LIMITED
Shirebrook
(1)
12332859
100
Non-retailer
2735 FOYLESIDE SC LONDONDERRY
(FREEHOLDCO) LIMITED
Shirebrook
(1)
NI653340
100
Non-retailer
2741 THE COURTS WARREN STREET STOCKPORT
(FREEHOLDCO) LIMITED
Shirebrook
(1)
06372181
100
Non-retailer
2747 MIDDLEWAY PARK BURTON ON TRENT
(LEASECO) LIMITED
Shirebrook
(1)
12823926
100
Non-retailer
216
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
2755 CURROCK ROAD CARLISLE (LEASECO)
LIMITED
Shirebrook
(1)
12823986
100
Non-retailer
2760 PEEL CENTRE HARBOROUGH BARNSLEY
(LEASECO) LIMITED
Shirebrook
(1)
12820585
100
Non-retailer
2779 PRECINCT MARKET COVENTRY
(FREEHOLDCO) LIMITED
Shirebrook
(1)
09680128
100
Non-retailer
2781 PARKER ST LIVERPOOL (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09888734
100
Non-retailer
2782 COMMERCIAL RD PORTSMOUTH
(FREEHOLDCO) LIMITED
Shirebrook
(1)
12579294
100
Non-retailer
2784 WESTERN RD BRIGHTON (FREEHOLDCO)
LIMITED
Shirebrook
(1)
12579780
100
Non-retailer
2785 LISTERGATE NOTTINGHAM (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10100609
100
Non-retailer
2786 BROOKFIELD CHESHUNT (FREEHOLDCO)
LIMITED
Shirebrook
(1)
11775717
100
Non-retailer
2787 CHESHUNTBROOKFIELD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
11775599
100
Non-retailer
2788 CAVENDISH RP KEIGHLEY (FREEHOLDCO)
LIMITED
Shirebrook
(1)
06260239
100
Non-retailer
2795 FOSSE PK LEICESTER (LEASECO) LIMITED
Shirebrook
(1)
12332456
100
Non-retailer
2900 MOUNT RP HULL (LEASECO) LIMITED
Shirebrook
(1)
12825248
100
Non-retailer
2919 MAYBROOK RP CANTERBURY (LEASECO)
LIMITED
Shirebrook
(1)
09038943
100
Non-retailer
2922 NORTH SP DENTON MANCHESTER
(LEASECO) LIMITED
Shirebrook
(1)
13030107
100
Non-retailer
2929 ROW BROOK (FREEHOLDCO) LIMITED
Shirebrook
(1)
09336806
100
Non-retailer
2986 NORTHUMBLAND ST NEWCASTLE
(FREEHOLDCO) LIMITED
Shirebrook
(1)
09127286
100
Non-retailer
3233 CHICHESTER EAST STREET (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14846358
100
Non-retailer
3242 BUTTERMARKET IPSWICH (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09788411
100
Non-retailer
3274 FREMLIN WALK SC MAIDSTONE
(FREEHOLDCO) LIMITED
Shirebrook
(1)
15891508
100
Non-retailer
3424 PARISHES SC SCUNTHORPE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
11730442
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
3480 BOURNEMOUTH COMM RD (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14634987
100
Non-retailer
3628 LITCHFIELD STREET BURTON TRENT
(FREEHOLDCO) LIMITED
Shirebrook
(1)
08495632
100
Non-retailer
3669 WINCHESTERGH (LEASECO) LIMITED
Shirebrook
(1)
14634903
100
Non-retailer
3741 CHESTERGH (LEASECO) LIMITED
Shirebrook
(1)
14469758
100
Non-retailer
3742 BIRMINGHAMGH (LEASECO) LIMITED
Shirebrook
(1)
14469756
100
Non-retailer
3845 BROAD ST READING (FREEHOLDCO)
LIMITED
Shirebrook
(1)
10422164
100
Non-retailer
3927 COAL RD SEACROFT LDS (LEASECO)
LIMITED
Shirebrook
(1)
15874961
100
Non-retailer
3940 Q SQ CORBY (FREEHOLDCO) LIMITED
Shirebrook
(1)
10885672
100
Non-retailer
4001 ROKO QUINTIN H HARTINGTON (LEASECO)
LIMITED
Shirebrook
(1)
16091270
100
Non-retailer
4002 ROKO WIGGINGTON YORK (LEASECO)
LIMITED
Shirebrook
(1)
16091263
100
Non-retailer
4003 ROKO WILFORD WBRIG NOTT (LEASECO)
LIMITED
Shirebrook
(1)
16091428
100
Non-retailer
217
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
4004 ROKO WATLING GILLINGHAM (LEASECO)
LIMITED
Shirebrook
(1)
16091444
100
Non-retailer
68UK (Investco) Limited
Shirebrook
(1)
16107405
100
Non-retailer
8088 QST CARDIFF (FREEHOLDCO) LIMITED
Shirebrook
(1)
12578045
100
Non-retailer
8440 NORWICHDCWGH (LEASECO) LIMITED
Shirebrook
(1)
14634777
100
Non-retailer
8440 NORWICHGH (LEASECO) LIMITED
Shirebrook
(1)
14456686
100
Non-retailer
9998 AFFINESTATES FREEHOLDCO LIMITED
Shirebrook
(1)
15868381
100
Non-retailer
9999 DW ESTATES LIMITED
Shirebrook
(1)
12298794
100
Non-retailer
Lot G1.PT.10A Sunway
A P Brands Holdings
Pyramid Shopping Mall No. 3,
4921-A
100
Non-retailer
Jalan PJS , Malaysia
ACCRINGTON EXPRESS HOUSE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14156232
100
Non-retailer
ACTIVATOR BRANDS LIMITED
Shirebrook
(1)
05344658
100
Non-retailer
ACTIVATOR PRODUCTS LIMITED
Shirebrook
(1)
04204611
100
Non-retailer
Cogency Global Inc. 850 New
Active Apparel New Corp
Burton Road Suite 201, Dover,
03270168
100
Retailer
Kent, 19904
AGAPANTHUS INVESTCO HOLDCO LIMITED
Shirebrook
(1)
14492217
100
Non-retailer
ALDER PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
14634974
100
Non-retailer
ALPHA BRAND HOLDCO LIMITED
Shirebrook
(1)
11635011
100
Non-retailer
ALPHA DEVELOPMENTS STOCKPORT LTD
Shirebrook
(1)
12662564
100
Non-retailer
AMARA PROPERTY LIMITED
Shirebrook
(1)
14634781
100
Non-retailer
AMARA RETAIL LIMITED
Shirebrook
(1)
12299584
100
Retailer
7 STRAITS VIEW, #12-00,
APAC Sale Group Pte Limited
MARINA ONE EAST TOWER,
201010271K
100
Retailer
SINGAPORE (018936)
AVIATION (INVESTCO) LIMITED
Shirebrook
(1)
09633152
100
Non-retailer
Clinch’s House, Lord Street,
Bellatrix Associates Limited
Douglas, Isle of Man, IM99
111671C
100
Retailer
1RZ, Isle of Man
Clinch’s House, Lord Street,
Bellatrix Overseas Limited
Douglas, Isle of Man, IM99
128827C
100
Retailer
1RZ, Isle of Man
Clinch’s House, Lord Street,
Bellatrix Unlimited
Douglas, Isle of Man, IM99
111670C
100
Retailer
1RZ, Isle of Man
BETA BRAND HOLDCO LIMITED
Shirebrook
(1)
12299515
100
Non-retailer
BLACKBURN TOWNSMOOR RP (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14834655
100
Non-retailer
BORONIA INVESTCO HOLDCO LIMITED
Shirebrook
(1)
14492165
100
Non-retailer
Leopoldstraat, nr. 79, 2800
Brands & Fashion N.V. Belgium
Mechelen, Belgium
0477.995.412
100
Retailer
HONG KONG, Room/B,
Brands & Fashion NV HK
19/F, Queen’s Centre, 58-64
F002936
100
Retailer
Queen’s Road East, Wan Chai
BRANDS 001 LIMITED
Shirebrook
(1)
05347540
100
Non-retailer
BRANDS HOLDINGS LIMITED
Shirebrook
(1)
04087435
100
Non-retailer
BRANDS HOLDINGS SPONSORSHIP LIMITED
Shirebrook
(1)
10375418
100
Non-retailer
BRIGHTON NWLK (FREEHOLDCO) LIMITED
Shirebrook
(1)
12577378
100
Non-retailer
BSL INTERNATIONAL LIMITED
Shirebrook
(1)
02800425
100
Retailer
24A Victoria Street, Windsor,
BuyInvite Pty Limited
Victoria, 3181 Australia
136 648 589
100
Retailer
C7 TRAFFPMANCITY EGYM (LEASECO) LIMITED
Shirebrook
(1)
15901013
100
Non-retailer
Via Central de Milheiros no
121, 4475-334, Freguesia de
Cacifo
Milherios, Concelho da Maia,
503751804
100
Retailer
Porto, Portugal
218
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
CAFE CLO LIMITED
Shirebrook
(1)
13641982
100
Non-retailer
CAMPRI LIMITED
Shirebrook
(1)
05398677
100
Non-retailer
C.C Puerto Venecia, local 84, ,
CARDINAL INVESTMENTS S.L.
Trav Jardines Reales 7, 50021,
B88542766
100
Non-retailer
Zaragoza, Spain
CARLTON SPORTS COMPANY LIMITED
Shirebrook
(1)
00467686
100
Non-retailer
CASPIA INVESTCO HOLDCO LIMITED
Shirebrook
(1)
11687376
100
Non-retailer
CATCHBEST LIMITED
Shirebrook
(1)
02611299
80
Retailer
Avenue Ernest Solvay 29, 1480
CDS IP SA
Tubize
0406.461.077
100
Non-retailer
CHARLIE BRAND HOLDCO LIMITED
Shirebrook
(1)
11795958
100
Non-retailer
CHESTER NEWGATE EASTGATE (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14635087
100
Non-retailer
CHOICE 33 LIMITED
Shirebrook
(1)
06344682
100
Non-retailer
CHOICE LIMITED
Shirebrook
(1)
02812899
100
Retailer
CLOTHINGSITES HOLDINGS LIMITED
Shirebrook
(1)
10075381
100
Non-retailer
COGGLES LUXURY (INVESTCO) LIMITED
Shirebrook
(1)
15829953
100
Non-retailer
COVENTG SHELTON ST (FREEHOLDCO) LIMITED
Shirebrook
(1)
14634874
100
Non-retailer
COVENTRY ARENA IPCO LIMITED
Shirebrook
(1)
14479914
100
Non-retailer
COVENTRY ARENA OPCO LIMITED
Shirebrook
(1)
14479916
100
Non-retailer
COVENTRY ARENA PROPCO LIMITED
Shirebrook
(1)
14156565
100
Non-retailer
COVENTRY ARENA RETAIL LIMITED
Shirebrook
(1)
11689119
100
Non-retailer
CRIMINAL CLOTHING LTD.
Shirebrook
(1)
04184750
100
Non-retailer
CROYDON PURLEY WC (FREEHOLDCO) LIMITED
Shirebrook
(1)
14156557
100
Non-retailer
Martin House, 184 Ingram
CRUISE CLOTHING LIMITED
Street, Glasgow, G1 1DN
SC382991
100
Retailer
DAHILA INVESTCO HOLDCO LIMITED
Shirebrook
(1)
10162904
100
Non-retailer
Baltorpbakken 5, 2750
Danish Properties Holdco ApS
Ballerup, Denmark
44628708
100
Non-retailer
DELTA BRAND HOLDCO LIMITED
Shirebrook
(1)
14532468
100
Non-retailer
Leopoldstraat nr 79, 2800
Donnay International
Mechelen, Belgium
435392220
100
Retailer
DOUBLE TAKE LIMITED
Shirebrook
(1)
09603600
100
Non-retailer
Unit 1714, 17/F, Miramar Tower,
Eastchance Limited
132 Nathan Road, Tsim Sha
00174348
100
Retailer
Tsui, Kowloon, Hong Kong
ECHO BRAND HOLDCO LIMITED
Shirebrook
(1)
11634915
100
Non-retailer
ELADSNOL STROPS LIMITED
Shirebrook
(1)
04430781
100
Non-retailer
ELM PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
15089419
100
Non-retailer
First Floor, La Chasse
Epoch Properties Limited
Chambers, St Helier, JE2 4UE,
00074753
100
Retailer
Jersey
ETAIL SERVICES LIMITED
Shirebrook
(1)
05146997
100
Retailer
EVANS CYCLES LIMITED
Shirebrook
(1)
11577650
100
Retailer
EVANS CYCLES PROPERTY LIMITED
Shirebrook
(1)
11634939
100
Non-retailer
EVERLAST AUSTRALIA LIMITED
Shirebrook
(1)
08103912
100
Non-retailer
Everlast 42 West 39th St. 3rd
Everlast Sports International Inc. Corp.
floor New York, New York,
364696
100
Retailer
10018
Corporation Service
Company, 80 State Street,
Everlast Sports Mfg Corp
Albany, New York, 122207-
57121
100
Retailer
2543-USA
Corporation Service
Company, 80 State Street,
Everlast World’s Boxing Headquarters Corp
Albany, New York, 122207-
48513
100
Non-retailer
2543-USA
219
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
42 W 39th Street, 3rd Floor,
Everlast Worldwide Inc f/k/a Active Apparel Group
New York, NY 10018, USA
2981231
100
Retailer
FG (AF HOLDINGS) LIMITED
Shirebrook
(1)
13281983
100
Non-retailer
FG USA TRADE GROUP LIMITED
Shirebrook
(1)
13216390
100
Retailer
FGFS HOLDCO LIMITED
Shirebrook
(1)
16113839
100
Non-retailer
FGFS NO1 LIMITED
Shirebrook
(1)
14606004
100
Non-retailer
FIRETRAP LIMITED
Shirebrook
(1)
06836684
100
Non-retailer
FITNESS ESTATES LIMITED
Shirebrook
(1)
09082454
100
Non-retailer
FOREVER MEDIA LIMITED
Shirebrook
(1)
08249185
100
Non-retailer
4th Floor, 120 New Cavendish
FOREVER SPORTS LIMITED
Street, London, W1W 6XX,
09489811
100
Non-retailer
United Kingdom
FOUR (INVESTCO) LIMITED
Shirebrook
(1)
09719779
100
Non-retailer
FRASERS GROUP (EUROPEAN HOLDINGS)
LIMITED
Shirebrook
(1)
12903845
100
Non-retailer
LEVEL 15-2, BANGUNAN
FABER IMPERIAL
COURT, JALAN SULTAN
Frasers Group Asia SDN.BHD.
ISMAIL, 50250 WILAYAH
201901040821
100
Non-retailer
PERSEKUTUAN, KUALA
LUMPUR, Malaysia
5 ATTADALE COURT,
FRASERS GROUP AUSTRALIA PTY LTD
ELANORA QLD 4221, Australia
661 996 470
100
Non-retailer
FRASERS GROUP CREDIT BROKING LIMITED
Shirebrook
(1)
13191369
100
Non-retailer
FRASERS GROUP F&B JV LIMITED
Shirebrook
(1)
12298852
100
Non-retailer
Express House Petre Road,
Clayton Business Park,
FRASERS GROUP FINANCIAL SERVICES LIMITED
Accrington, Lancashire, United
00718151
100
Retailer
Kingdom, BB5 5JB
5 ATTADALE COURT,
Frasers Group Holdings Australia Pty Limited
ELANORA QLD 4221, Australia
661 993 844
100
Non-retailer
FRASERS GROUP LOYALTY SERVICES LIMITED
Shirebrook
(1)
13340837
100
Non-retailer
RCO COURT 3-5, SINARI
DARANIJO STREET,
FRASERS RETAIL NIGERIA LIMITED
VICTORIA ISLAND, LAGOS
01799366
60
Non-retailer
STATE, Nigeria
FRS ESTATES LIMITED
Shirebrook
(1)
02767493
100
Non-retailer
Unity House, Telford Road,
GAME AR LIMITED
Basingstoke, Hampshire,
10142852
100
Retailer
United Kingdom, RG21 6YJ
GAME BELONG LIMITED
Shirebrook
(1)
12794477
100
Non-retailer
Unity House, Telford Road,
GAME DIGITAL HOLDINGS LIMITED
Basingstoke, Hampshire,
07893832
100
Non-retailer
United Kingdom, RG21 6YJ
Unity House, Telford Road,
GAME DIGITAL LIMITED
Basingstoke, Hampshire,
09040213
100
Retailer
United Kingdom, RG21 6YJ
Unity House, Telford Road,
GAME DIGITAL SOLUTIONS LIMITED
Basingstoke, Hampshire,
09476209
100
Retailer
United Kingdom, RG21 6YJ
GAME RETAIL LIMITED
Shirebrook
(1)
07837246
100
Retailer
Unity House, Telford Road,
GAME SPAIN HOLDINGS LIMITED
Basingstoke, Hampshire,
10846702
100
Non-retailer
United Kingdom, RG21 6YJ
Unity House, Telford Road,
GAME SPAIN INVESTMENTS LIMITED
Basingstoke, Hampshire,
10863881
100
Non-retailer
United Kingdom, RG21 6YJ
GELERT IP LIMITED
Shirebrook
(1)
08576185
100
Non-retailer
GELERT LIMITED
Shirebrook
(1)
08576204
100
Non-retailer
GETTHELABEL.COM LIMITED
Shirebrook
(1)
06330132
100
Non-retailer
GIEVES & HAWKES RETAIL LIMITED
Shirebrook
(1)
11689077
100
Retailer
220
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
GIULIO FASHION LIMITED
Shirebrook
(1)
06898449
100
Non-retailer
GIULIO LIMITED
Shirebrook
(1)
01631026
100
Retailer
GIULIO WOMAN LIMITED
Shirebrook
(1)
06898487
100
Non-retailer
GLD INVEST (INVEST CO) LIMITED
Shirebrook
(1)
14553950
100
Non-retailer
GOLDDIGGA BRANDS LIMITED
Shirebrook
(1)
06636173
100
Non-retailer
GOLF BRAND HOLDCO LIMITED
Shirebrook
(1)
14553881
100
Non-retailer
GUL IP LIMITED
Shirebrook
(1)
08612478
100
Non-retailer
GUL WATERSPORTS LIMITED
Shirebrook
(1)
07589716
100
Retailer
C/O Eversheds Sutherland
4f Montgomery House,
HEATONS (N.I.) LIMITED
Montgomery Street, Belfast,
NI035599
100
Retailer
United Kingdom, BT1 4NX
HEATON HOUSE ,
IDA BUSINESS PARK,
Heatons Limited Company
WHITESTOWN, TALLAGHT,
00011229
100
Retailer
DUBLIN 24, Ireland
HEAVEN OR HELL LIMITED
Shirebrook
(1)
05899282
100
Non-retailer
Eskilstorpsv 7, 269 96, Båstad,
HK Sports & Golf Aktiebolag
Sweden
556510-8189
100
Retailer
Heaton House, IDA Business
Park, Whitestown, Tallaght,
HOF Ireland Stores Limited
Dublin, Ireland, D24E932,
00626384
100
Retailer
Ireland
HOFCO (INVEST CO) LIMITED
Shirebrook
(1)
08319960
100
Non-retailer
HOH (INVEST CO) LIMITED
Shirebrook
(1)
10161592
100
Non-retailer
HOT TUNA IP LIMITED
Shirebrook
(1)
06836792
100
Non-retailer
HOTEL BRAND HOLDCO LIMITED
Shirebrook
(1)
14553954
100
Non-retailer
HOUSE OF FRASER BRANDS LIMITED
Shirebrook
(1)
10687367
100
Retailer
HOUSE OF FRASER LIMITED
Shirebrook
(1)
10686681
100
Retailer
HSCF BEDFORD HOUSE LIMITED
Shirebrook
(1)
04163800
100
Non-retailer
HUGO STORES LIMITED
Shirebrook
(1)
11687276
100
Non-retailer
I SAW IT FIRST LIMITED
Shirebrook
(1)
10184572
100
Retailer
INCENSE PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
11649235
100
Non-retailer
INTERNATIONAL BRAND MANAGEMENT LIMITED
Shirebrook
(1)
05142123
100
Retailer
J32 CASTLEFORD (FREEHOLDCO) LIMITED
Shirebrook
(1)
04161209
100
Non-retailer
JACK WILLS IP LIMITED
Shirebrook
(1)
11775495
100
Non-retailer
JACK WILLS PROPERTY LIMITED
Shirebrook
(1)
11775643
100
Non-retailer
HEATON HOUSE ,
IDA BUSINESS PARK,
Jack Wills Retail (Ireland) Limited
WHITESTOWN, TALLAGHT,
00656208
100
Retailer
DUBLIN 24, Ireland
JACK WILLS RETAIL LIMITED
Shirebrook
(1)
11634810
100
Retailer
JAMES LILLYWHITES LIMITED
Shirebrook
(1)
00118840
100
Non-retailer
JERSEY HOLDING (FREEHOLDCO) LIMITED
Shirebrook
(1)
10177028
100
Non-retailer
JOHN ANTHONY (SWINDON) LIMITED
Shirebrook
(1)
01423814
100
Retailer
JULIET BRAND HOLDCO LIMITED
Shirebrook
(1)
14553947
100
Non-retailer
C/O Eversheds Sutherland
4f Montgomery House,
JUNIPER PROPERTYCO HOLDCO LIMITED
Montgomery Street, Belfast,
NI672884
100
Non-retailer
United Kingdom, BT1 4NX
KANGOL HOLDINGS LIMITED
Shirebrook
(1)
03317738
100
Non-retailer
KANGOL LIMITED
Shirebrook
(1)
03343793
100
Retailer
KANGOL TRUSTEES LIMITED
Shirebrook
(1)
03505512
100
Non-retailer
KARRIMOR IP LIMITED
Shirebrook
(1)
16329531
100
Non-retailer
LA JOLLA (UK) LIMITED
Shirebrook
(1)
05737550
100
Non-retailer
221
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
C/O Eversheds Sutherland
4f Montgomery House,
LARCH PROPERTYCO HOLDCO LIMITED
Montgomery Street, Belfast,
NI672885
100
Non-retailer
United Kingdom, BT1 4NX
LILLYWHITES LIMITED
Shirebrook
(1)
00290939
100
Retailer
LIVERPOOL CHURCH STREET (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14846326
100
Non-retailer
LIVERPOOL F&B LIMITED
Shirebrook
(1)
13905094
100
Non-retailer
LIVINGSTON ALMONDVALE RP (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14156550
100
Non-retailer
LONSDALE AUSTRALIA LIMITED
Shirebrook
(1)
07665885
100
Non-retailer
LONSDALE BOXING LIMITED
Shirebrook
(1)
03912303
100
Non-retailer
LONSDALE IP LIMITED
Shirebrook
(1)
16329530
100
Non-retailer
LOVELL SPORTS (HOLDINGS) LIMITED
Shirebrook
(1)
09608995
100
Non-retailer
LOVELL SPORTS LIMITED
Shirebrook
(1)
04184358
100
Retailer
LOVELLS SP LIMITED
Shirebrook
(1)
08907509
100
Non-retailer
LSL HOLDINGS (LHFH) LIMITED
Shirebrook
(1)
10161824
100
Non-retailer
LUTON MALL (FREEHOLDCO) LIMITED
Shirebrook
(1)
14570159
100
Non-retailer
LUTON MALL 2 (FREEHOLDCO) LIMITED
Shirebrook
(1)
14570336
100
Non-retailer
MALL NOMINEE FOUR LIMITED
Shirebrook
(1)
10482091
100
Non-retailer
MALL NOMINEE THREE LIMITED
Shirebrook
(1)
10481999
100
Non-retailer
MANCTRAFFORDC (LEASECO) LIMITED
Shirebrook
(1)
15089205
100
Non-retailer
MASTERS HOLDERS LIMITED
Shirebrook
(1)
08787718
100
Non-retailer
MISSGUIDED RETAIL LIMITED
Shirebrook
(1)
12298767
100
Retailer
1209 Orange Street,
Mississippi Manufacturing
Wilmington Newcastle
3470413
100
Non-retailer
County, Delaware
MISSY EMPIRE LIMITED
Shirebrook
(1)
11382398
100
Non-retailer
MTA JOHN ANTHONY (HOLDINGS) LIMITED
Shirebrook
(1)
08836851
100
Non-retailer
MTPK INVESTCO LIMITED
Shirebrook
(1)
08560260
100
Non-retailer
MUDDYFOX IP LIMITED
Shirebrook
(1)
10246764
100
Non-retailer
MUDDYFOX LIMITED
Shirebrook
(1)
04187350
100
Non-retailer
L 3 120 Old Pittwater Road,
MySale Group Plc
Brookdale New South Wales
602 567 546
100
Retailer
2100
Suite 2, Level 2, 122-126 Old
MYSale Group PLC (Jersey)
Pittwater Road, Brookvale
00115584
100
Non-retailer
NSW 2100, Australia
MySale Group Trustee Limited
Shirebrook
(1)
10476058
100
Retailer
Level 3 120 Old Pittwater
MySale Holdings Pty Limited
Road, Brookdale New South
623 223 094
100
Non-retailer
Wales 2100
NEVICA IP LIMITED
Shirebrook
(1)
06836778
100
Non-retailer
NEWTOWNABBEY (FREEHOLDCO) LIMITED
Shirebrook
(1)
09127266
100
Non-retailer
NFSK (INVEST CO) LIMITED
Shirebrook
(1)
10919102
100
Non-retailer
NO FEAR BRAND LIMITED
Shirebrook
(1)
05568043
100
Non-retailer
NO FEAR INTERNATIONAL LIMITED
Shirebrook
(1)
05532482
100
Non-retailer
NO FEAR USA LIMITED
Shirebrook
(1)
07712470
100
Non-retailer
222
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
Level 1 Chartered Accountants
House, 50 Customhouse
NZ Sale Limited
Quay, Wellington, 6011 , New
2261790
100
Retailer
Zealand
OCTO TPWHEELS3 (LEASECO) LIMITED
Shirebrook
(1)
15310408
100
Non-retailer
OLD BROWN BAG CLOTHING LIMITED
Shirebrook
(1)
04144718
100
Non-retailer
OLYMPUS VENTURES LIMITED
Shirebrook
(1)
03945752
100
Non-retailer
OVERGATE DUNDEE (SCOT) (FREEHOLDCO)
LIMITED
Shirebrook
(1)
14155935
100
Non-retailer
42 Queen Victoria Street,
OzSale Pty Limited
Fremantle Western Australia
118 610 987
100
Retailer
6160
2-1B Blk C Jln Pju 3/1B
Sunwaymas Cmmrcl Centre
OzSale SDN BHD
PETALING JAYA, Selangor,
1007716A
100
Retailer
47301 Malaysia
PDL SLZ (INVESTCO) LIMITED
Shirebrook
(1)
12300052
100
Non-retailer
POST WHEELS1 (LEASECO) LIMITED
Shirebrook
(1)
15310337
100
Non-retailer
PREVU IP LIMITED
Shirebrook
(1)
14553581
100
Non-retailer
PROPERTYCO (STUDIO) LIMITED
Shirebrook
(1)
14156309
100
Non-retailer
PSYCHE HOLDINGS LIMITED
Shirebrook
(1)
03438665
100
Non-retailer
PUFFA IP LIMITED
Shirebrook
(1)
10910124
100
Non-retailer
QUEENSBERRY BOXING IP LIMITED
Shirebrook
(1)
07929363
100
Non-retailer
R. D. SCOTT LIMITED
Shirebrook
(1)
01738894
100
Non-retailer
REDWOOD PROPERTYCO HOLDCO LIMITED
Shirebrook
(1)
09340379
100
Non-retailer
REPUBLIC IP LIMITED
Shirebrook
(1)
05635015
100
Non-retailer
REPUBLIC.COM RETAIL LIMITED
Shirebrook
(1)
08248997
100
Retailer
RETAIL SERVICES (INVESTCO) LIMITED
Shirebrook
(1)
08143303
100
Retailer
1 Cote d’Eich, L-1450,
Rhapsody Investments (Europe) SA
Luxembourg
B21.60X
100
Non-retailer
ROMIRRAK LIMITED
Shirebrook
(1)
05215974
100
Non-retailer
ROTHERHAM PARKGATE SC (FREEHOLDCO)
LIMITED
Shirebrook
(1)
09888635
100
Non-retailer
RUGBYALPHA (FREEHOLDCO) LIMITED
Shirebrook
(1)
11732700
100
Non-retailer
RUNNEL LIMITED
Shirebrook
(1)
09336830
100
Retailer
S&B BRANDS LIMITED
Shirebrook
(1)
05635585
100
Non-retailer
SCOTTS SPOTPROP (LEASECO) LIMITED
Shirebrook
(1)
14469755
100
Non-retailer
SD EQUESTRIAN LIMITED
Shirebrook
(1)
08692780
100
Retailer
Parc Industriel, Avenue Ernest,
SDB2 SA
Solvay 29 1480 Saintes,
0848.964.388
100
Non-retailer
Belgium
HEATON HOUSE ,
IDA BUSINESS PARK,
SDI (Corrib Shopping Centre) Limited
WHITESTOWN, TALLAGHT,
00715322
100
Non-retailer
DUBLIN 24, Ireland
SDI (PROPCO 38) LIMITED
Shirebrook
(1)
11523424
100
Non-retailer
SDI (PROPCO 67) LIMITED
Shirebrook
(1)
11572676
100
Non-retailer
SDI (PROPCO 85) LIMITED
Shirebrook
(1)
11649632
100
Non-retailer
SDI (SCARBOROUGH) LIMITED
Shirebrook
(1)
06328463
100
Non-retailer
Corporation Trust Centre,
1209 Orange Street,
SDI 2300 Collins LLC
Wilmington, New Castle,
06870031
100
Non-retailer
19801
Corporation Trust Centre,
1209 Orange Street,
SDI 735 Collins LLC
Wilmington, New Castle,
06870028
100
Non-retailer
19801
223
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
HEATON HOUSE ,
IDA BUSINESS PARK,
SDI Airport Logistics Park Limited
WHITESTOWN, TALLAGHT,
748325
100
Non-retailer
DUBLIN 24, Ireland
SDI FITNESS 28 LIMITED
Shirebrook
(1)
12825356
100
Non-retailer
SDI GOLF LIMITED
Shirebrook
(1)
09083512
100
Retailer
CORPORATION TRUST
CENTER 1209 ORANGE ST,
SDI Holdings USA Inc
WILMINGTON, New Castle,
06651201
100
Non-retailer
DE, 19801
SDI LIFESTYLE LIMITED
Shirebrook
(1)
08293614
100
Retailer
Level 1, LM Complex, Brewery
Street , Zone 3 Central
SDI Malta Holdco Limited
Business District , Birkirkara,
C102352
100
Non-retailer
CBD3040, Malta
1209 Orange Street,
SDI Properties (USA) INC
Wilmington New Castle
535872
100
Non-retailer
County, Delaware
Van Konijnenburgweg 45,
SDI Property (Bitburg) BV
4672PL , Bergen op Zoom,
82495807
100
Non-retailer
Netherlands
Van Konijnenburgweg 45,
SDI Property (Europe) BV
4612PL , Bergen op Zoom,
69042594
100
Non-retailer
Netherlands
Corporation Trust Centre,
1209 Orange Street,
SDI Property US Inc.
Wilmington, New Castle,
68700024
100
Non-retailer
19801
SDI SPORTS (STOKE) LIMITED
Shirebrook
(1)
10163722
100
Retailer
Corporation Trust Centre,
1209 Orange Street,
SDI Sports Group Americas LLC
Wilmington, New Castle,
02047393
100
Non-retailer
19801
1209 Orange Street,
SDI Ventures LLC
Wilmington New Castle
687 0023
100
Non-retailer
County, Delaware
Parc Industriel, Avenue Ernest,
SDIL S.A
Solvay 29 1480 Saintes,
810198636
100
Retailer
Belgium
A. Deglava str 50, Riga,
SIA SIG Logistics
LV-1035, Latvia
40203110076
60
Non-retailer
A. Deglava str 50, Riga,
SIA Sportland
LV-1035, Latvia
40003530961
60
Retailer
A. Deglava str 50, Riga,
SIA Sportsdirect.com
LV-1035, Latvia
40103932873
60
Retailer
SIENNA DINING LIMITED
Shirebrook
(1)
13629737
100
Non-retailer
7 STRAITS VIEW, #12-00,
SingSale Pte Limited
MARINA ONE EAST TOWER,
20092030W
100
Retailer
SINGAPORE (018936)
SKI AND OUTDOOR WAREHOUSE LIMITED
Shirebrook
(1)
02917223
100
Non-retailer
SKINS IP LIMITED
Shirebrook
(1)
12168568
100
Non-retailer
SLAZENGER CARLTON (HOLDINGS) LIMITED
Shirebrook
(1)
10463051
100
Non-retailer
SLAZENGERS AUSTRALIA LIMITED
Shirebrook
(1)
09217319
100
Non-retailer
SLAZENGERS LIMITED
Shirebrook
(1)
00116000
100
Non-retailer
1a Lower Park Trading Estate, ,
SMITH & BROOKS LIMITED
Royal Park Road, London, W3
02073720
100
Retailer
6XA, United Kingdom
SMITH AND BROOKS GROUP LIMITED
Shirebrook
(1)
04079331
100
Non-retailer
SMITH AND BROOKS HOLDINGS LIMITED
Shirebrook
(1)
04983573
100
Non-retailer
Flugplatzstraße 30, 4600,
SNO Sport Vertriebs - GmbH
Wels, Austria
FN272671M
100
Retailer
224
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
Flaas 4 V 6, Den Dungen,
Sofa.com B.V
5275HH, Netherlands
17196766
100
Non-retailer
SOFA.COM BIDCO LIMITED
Shirebrook
(1)
09341955
100
Retailer
SOFA.COM LTD
Shirebrook
(1)
05222498
100
Retailer
SONDICO IP LIMITED
Shirebrook
(1)
06546121
100
Non-retailer
Flugplatzstraße 30, 4600,
Sport Eybl & Sports Experts Logistikbetriebs GmbH
Wels, Austria
FN96024M
100
Non-retailer
Flugplatzstraße 30, 4600,
Sport Eybl Holding GmbH
Wels, Austria
FN180095X
100
Non-retailer
Parnu mnt 139c, Kesklinna,
Sportland Esti AS
Tallinn, 11317, Estonia
10677712
60
Retailer
Parnu mnt 139c, Kesklinna,
Sportland International Group AS
Tallinn, 11317, Estonia
10993195
60
Retailer
Baltorpbakken 5, 2750
Sportmaster Danmark ApS
Ballerup, Denmark
34479526
100
Retailer
6 Eu Tong Sen Street,
Sports Direct (Singapore) Pte Limited
#11-09, The Central, 059817,
2020045427
100
Retailer
Singapore
SPORTS DIRECT HOLDINGS LIMITED
Shirebrook
(1)
06464317
100
Non-retailer
SPORTS DIRECT INTERNATIONAL HOLDINGS
LIMITED
Shirebrook
(1)
06027131
100
Non-retailer
SPORTS DIRECT INTERNATIONAL LIMITED
Shirebrook
(1)
11775757
100
Non-retailer
LOT G1.PT.10A, SUNWAY
PYRAMID SHOPPING
MALL, NO.3 JALAN PJS
Sports Direct MALAYSIA SDN.BHD.
11/15 SUNWAY CITY, 47500
925166-M
100
Retailer
PETALING JAYA, Selangor,
Malaysia
Centro Comercial Puerto
Venecia, Local 84, Travesía de
Sports Direct Spain SLU
los Jardines Reales nº 7, 50021,
B86567880
100
Retailer
Zaragoza , Spain
SPORTS WORLD INTERNATIONAL LIMITED
Shirebrook
(1)
06531266
100
Non-retailer
Van Konijenburgweg 45,
Sports World The Netherlands BV
4612 PL Bergen op zoom,
34056291
100
Retailer
Netherlands
Unit 1903B & 1905, Exchange
Tower,, 33 Wang Chiu Road,
Sportsdirect.com (Asia) Limited
Kowloon Bay, Kowloon, Hong
01216339
100
Retailer
Kong
Skogarlind 2, 201, Kopavogur,
Sportsdirect.com (Iceland) EHF
Iceland
6301121760
100
Retailer
Flugplatzstraße 30, 4600,
Sportsdirect.com Austria GmbH
Wels, Austria
FN309738Y
100
Retailer
Parc Industriel, Avenue Ernest,
Sportsdirect.com Belgium SA
Solvay 29 1480 Saintes,
416268471
100
Retailer
Belgium
BULGARIA, Sofia. Sofia,
Sportsdirect.com Bulgaria EOOD
Sredets district, blvd. Tsar
208158029
100
Retailer
Osvoboditel, 14, fl.
Miltiades Stylianou 34B, Shop
Sportsdirect.com Cyprus Limited
2, 8577 Tala, Paphos, Cyprus
00230340
100
Retailer
Prague 1 - Nove Mesto, Na
Sportsdirect.com Czech Republic s.r.o
Porici 1079/3a, 100 00, Czech
24268933
100
Retailer
Republic
SPORTSDIRECT.COM FITNESS LIMITED
Shirebrook
(1)
09028577
100
Non-retailer
Zac des Copistes, Boulevard
Sportsdirect.com France
du Havre, 95220, Herblay,
FR27379062813
100
Retailer
France
SPORTSDIRECT.COM GERMANY 2 LIMITED
Shirebrook
(1)
15217317
100
Non-retailer
SPORTSDIRECT.COM GERMANY 3 LIMITED
Shirebrook
(1)
15217304
100
Non-retailer
225
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
SPORTSDIRECT.COM GERMANY 4 LIMITED
Shirebrook
(1)
15237810
100
Non-retailer
SPORTSDIRECT.COM GERMANY LIMITED
Shirebrook
(1)
15204489
100
Non-retailer
H-1053 Budapest, Karolyi
Sportsdirect.com Hungary
Mihaly utca 12, Hungary
01-09-199366
100
Retailer
Flugplatzstraße 30, 4600,
Sportsdirect.com Immobilien GmbH
Wels, Austria
FN104151P
100
Non-retailer
Sportsdirect.com Luxembourg
Shirebrook
(1)
27003200297
100
Retailer
Level 1, LM Complex, Brewery
Street, Zone 3 Central
Sportsdirect.com Malta Limited
Business District, Birkirkara
C92278
100
Retailer
CBD , 3040, Malta
Parnu mnt 139c, Kesklinna,
Sportsdirect.com OU
Tallinn, 11318, Estonia
12845837
60
Non-retailer
ul. Skladowa 5, 61-897,
Sportsdirect.com Poland S.P. Z.o.o.
Poznań, Poland
00452610
100
Retailer
c/o Norton Rose Fulbright,
Sportsdirect.com PTY Limited
Level 6, 60 Martin Place,
603187319
100
Retailer
Sydney NSW 2000, Australia
Parc Industriel, Avenue Ernest,
Sportsdirect.com Retail (Europe)
Solvay 29 1480 Saintes,
458883046
100
Retailer
Belgium
SPORTSDIRECT.COM RETAIL LIMITED
Shirebrook
(1)
03406347
100
Retailer
Bdul. Iuliu Maniu 6 L Bl.
Sportsdirect.com Romania SRL
CAMPUS 6.1 Et. 2 Ap. BIR. 250
49925360
100
Retailer
Cod 061102
Vysoka 2/B, 81106, Bratislava,
Sportsdirect.com Slovakia s.r.o
Slovakia
47 240 458
100
Retailer
Sportsdirect.com SLVN d.o.o
Planjava 4, 1236 Trzin, Slovenia
1198157000
100
Retailer
Zeughausgasse 27, 3011 Bern,
Sportsdirect.com Switzerland AG
Switzerland
CHE331.683.991
100
Retailer
Flugplatzstraße 30, 4600,
Sportsdirect.com Vienna North
Wels, Austria
FN104486G
100
Retailer
Vornholzstr. 48, , 94036,
SSG Sport GmbH
Passau, Germany
HRBH34
100
Retailer
STERLING RESOURCES (HOLDINGS) LIMITED
Shirebrook
(1)
04651701
100
Non-retailer
Martin House, 184 Ingram
STIRLINGS (ARGYLE STREET) LIMITED
Street, Glasgow, G1 1DN,
SC088108
100
Retailer
United Kingdom
STRAUB CORPORATION LIMITED
Shirebrook
(1)
03003584
100
Non-retailer
STRIKE SPORT (INVESTCO) LIMITED
Shirebrook
(1)
09848767
100
Retailer
STUDIO RETAIL FINANCIAL SERVICES LIMITED
Shirebrook
(1)
14156254
100
Non-retailer
STUDIO RETAIL HOLDINGS LIMITED
Shirebrook
(1)
14134781
100
Non-retailer
STUDIO RETAIL TRADING LIMITED
Shirebrook
(1)
03994833
100
Retailer
Parc Industriel, Avenue Ernest,
Swimmo Eupen SPRL
Solvay 29 1480 Saintes,
878673906
100
Retailer
Belgium
TABLE TENNIS PRO EUROPE LTD
Shirebrook
(1)
05003853
100
Non-retailer
TB LOBSTER (INVESTCO) LIMITED
Shirebrook
(1)
15768571
100
Non-retailer
HEATON HOUSE,
IDA BUSINESS PARK,
Tessuti (Ireland) Limited
WHITESTOWN, TALLAGHT,
00726070
100
Retailer
DUBLIN 24, IRELAND
TESSUTI GROUP LIMITED
Shirebrook
(1)
08007909
100
Retailer
TESSUTI LTD
Shirebrook
(1)
05640916
100
Retailer
TESSUTI PROPERTY LIMITED
Shirebrook
(1)
14847097
100
Non-retailer
TESSUTI RETAIL LIMITED
Shirebrook
(1)
07312882
100
Retailer
TESSUTI STORES LIMITED
Shirebrook
(1)
14469753
100
Retailer
TFCH (INVESTCO) LIMITED
Shirebrook
(1)
13030173
100
Non-retailer
226
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
THACKERAYS (INVESTCO) LIMITED
Shirebrook
(1)
15665963
100
Non-retailer
Incorp Services INC, 3773
The Antigua Group Inc
Howard Hughes PKWY STE
7343-1994
100
Retailer
500S
Heaton House, IDA Business
Park, Whitestown, Tallaght,
The Flannels Group (ROI) Limited
Dublin, Ireland, D24E932,
00707468
100
Retailer
Ireland
THE FLANNELS GROUP LIMITED
Shirebrook
(1)
02318510
100
Retailer
THE MALL (LUTON) (GENERAL PARTNER) LIMITED
Shirebrook
(1)
10481615
100
Non-retailer
THE MALL (LUTON) LIMITED PARTNERSHIP
Shirebrook
(1)
LP017696
100
Non-retailer
THE TRADEMARK LICENSING COMPANY LIMITED
Shirebrook
(1)
04477829
100
Non-retailer
THE WATCH SHOP HOLDINGS LIMITED
Shirebrook
(1)
11640948
100
Non-retailer
TOPAZ MWHEELS2 (LEASECO) LIMITED
Shirebrook
(1)
15310338
100
Non-retailer
TOPGRADE SPORTSWEAR HOLDINGS LIMITED
Shirebrook
(1)
06330487
100
Non-retailer
TOPGRADE SPORTSWEAR LIMITED
Shirebrook
(1)
03139070
100
Retailer
TRI YEOVIL UK LIMITED
Shirebrook
(1)
10680690
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Akerpoort B.V.
Woerden, Netherlands
74968491
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Alphen a/d Rijn B.V.
Woerden, Netherlands
30274702
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Amsterdam B.V.
Woerden, Netherlands
70147000
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Arnhem B.V.
Woerden, Netherlands
57302987
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport B.V.
Woerden, Netherlands
30205502
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Cruquius B.V.
Woerden, Netherlands
71511709
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Den Bosch B.V.
Woerden, Netherlands
17186263
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Den Haag B.V.
Woerden, Netherlands
27278233
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Haarlem B.V.
Woerden, Netherlands
70146721
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Hengelo B.V.
Woerden, Netherlands
62293494
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Holding B.V.
Woerden, Netherlands
814608061
100
Non-retailer
Kuipserweg 37, 3449JA
Twin Sport Hoofddorp B.V.
Woerden, Netherlands
70146667
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Leiden B.V.
Woerden, Netherlands
28105871
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Nieuwegein B.V.
Woerden, Netherlands
65372166
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Nijmegen B.V.
Woerden, Netherlands
30155393
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Online B.V.
Woerden, Netherlands
61192244
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Tilburg B.V.
Woerden, Netherlands
30238616
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Uithoorn B.V.
Woerden, Netherlands
62293400
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Utrecht B.V.
Woerden, Netherlands
30205504
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Waalwijk B.V.
Woerden, Netherlands
18078946
100
Retailer
Kuipserweg 37, 3449JA
Twin Sport Woerden B.V.
Woerden, Netherlands
30274701
100
Retailer
227
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
PERCENTAGE OF
REGISTERED OFFICE
ISSUED SHARE
NAME
ADDRESS
COMPANY NUMBER
CAPITAL HELD
NATURE OF ENTITY
Vilniaus m. sav. , Vilniaus m. S,
UAB SDI (Gedimino) LT
Seimyniskiu g. 3/, Lithuania
304584281
100
Non-retailer
Seimyniskiu g. 3, Vilnius,
UAB Sportland LT
LT-09312, Lithuania
135039836
51
Retailer
Seimyniskiu g.3, Vilnius,
UAB Sportsdirect.com
LT-09312, Lithuania
304155613
60
Retailer
UGGBUGG FASHION LTD
Shirebrook
(1)
08918157
51
Retailer
UNIVERSAL CYCLES LIMITED
Shirebrook
(1)
01339667
100
Retailer
USA PRO IP LIMITED
Shirebrook
(1)
06497914
100
Non-retailer
USC IP LIMITED
Shirebrook
(1)
06836808
100
Non-retailer
USFRS ESTATES (HOLDCO) LIMITED
Shirebrook
(1)
11323420
100
Non-retailer
VAN MILDERT (LIFESTYLE) LIMITED
Shirebrook
(1)
08319959
100
Retailer
VOODOO DOLLS BRAND LIMITED
Shirebrook
(1)
05323305
100
Non-retailer
WARESHOP2 LIMITED
Shirebrook
(1)
09870840
100
Non-retailer
WARESHOP3 LIMITED
Shirebrook
(1)
12299567
100
Non-retailer
Heaton House , IDA Business
Warrnambool Unlimited Company
Park, Whitestown, Tallaght,
00387014
100
Retailer
Dublin 24, Ireland
WATERLINE ANGLING PRODUCTS LIMITED
Shirebrook
(1)
02696374
100
Non-retailer
WHCO LIMITED
Shirebrook
(1)
13376181
100
Non-retailer
WHOLESALE BICYCLES (EU) LIMITED
Shirebrook
(1)
16033574
100
Retailer
WHOLESALE BICYCLES (UKROW) LIMITED
Shirebrook
(1)
11577670
100
Non-retailer
WIGAN ROBIN PARK RP (FREEHOLDCO) LIMITED
Shirebrook
(1)
09625631
100
Non-retailer
WIT INVEST (INVEST CO) LIMITED
Shirebrook
(1)
14492202
100
Non-retailer
WOODLANDSLOVE (INVEST CO) LIMITED
Shirebrook
(1)
14492147
100
Non-retailer
WOODLANDSLOVE LIMITED
Shirebrook
(1)
11940353
100
Retailer
XCM (INVEST CO) LIMITED
Shirebrook
(1)
14492146
100
Non-retailer
YEOMANS OUTDOORS LIMITED
Shirebrook
(1)
08058714
100
Non-retailer
ul. ŻERNICKA, No. 22, office,
Zaparoh Sp. z.o.o
place ROBAKOWO, CODE
KRS 0000459435
100
Retailer
62-02, Poland
ZEE & CO GROUP LIMITED
Shirebrook
(1)
12559441
100
Retailer
ZEE & CO ONLINE LIMITED
Shirebrook
(1)
08047183
100
Retailer
ZEE & CO. LIMITED
Shirebrook
(1)
02604329
100
Retailer
APHRODITE CLOTHING LIMITED
Shirebrook
(1)
04233675
100
Retailer
Church Bridge House, Henry
2CARE4 LIMITED
Street, Accrington, United
03806485
100
Retailer
Kingdom, BB5 4EE
(1)
Unit A, Brook Park East, Shirebrook, NG20 8RY
*
Direct shareholdings held by Frasers Group plc
228
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
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
3242 BUTTERMARKET IPSWICH (FREEHOLDCO)
HOT TUNA IP LIMITED
06836792
LIMITED
09788411
SD EQUESTRIAN LIMITED
08692780
2123 TAVERN ST IPSWICH (FREEHOLDCO) LIMITED
12578948
MTPK INVESTCO LIMITED
08560260
1587 STRAND SC ISLEMAN (FREEHOLDCO) LIMITED
09901745
1122 NORTH LYNN IE NORFOLK (FREEHOLDCO)
0074 UNION ST ABERDEEN (FREEHOLDCO) LIMITED
08512592
LIMITED
10073076
2788 CAVENDISH RP KEIGHLEY (FREEHOLDCO)
0352 PIER ST ABERWYSTWYTH (FREEHOLDCO) LIMITED
02789996
LIMITED
06260239
0325 H ST ASHFORD (FREEHOLDCO) LIMITED
07848460
0377 SANDES AV KENDAL (FREEHOLDCO) LIMITED
06338918
0308 SYCAMORE WOODHORN ASHINGTON (FREEHOLDCO)
0152 KENTISH TOWN ROAD LDN (FREEHOLDCO)
LIMITED
07849231
LIMITED
09901702
0330 PORTLAND ST KILMARNOCK (FREEHOLDCO)
0329 BERESFORD TERRACE AYR (FREEHOLDCO) LIMITED
05528267
LIMITED
07853433
0034 CASTLE PLACE BELFAST (FREEHOLDCO) LIMITED
09872471
1013 MARKET PL KINGSTON (FREEHOLDCO) LIMITED
10915209
0410 MARYGATE BERWICK UPON TWEED (FREEHOLDCO)
LIMITED
02739957
0315 H ST KIRKCALDY (FREEHOLDCO) LIMITED
07852097
0283 BOROUGH PAVEMENT BIRKENHEAD (FREEHOLDCO)
LIMITED
07849198
1333 HEADROW LEEDS (FREEHOLDCO) LIMITED
09293515
0368 AUCKLAND HOUSE BISHOP AUCKLAND
1747 GALLOWTREE GATE LEICESTER (FREEHOLDCO)
(FREEHOLDCO) LIMITED
03004246
LIMITED
09127170
0140 BOUCHER SP BELFAST (FREEHOLDCO) LIMITED
13808700
2781 PARKER ST LIVERPOOL (FREEHOLDCO) LIMITED
09888734
0263 LDN RD NORTH LOWESTOFT (FREEHOLDCO)
0314 CORNHILL BRIDGWATER (FREEHOLDCO) LIMITED
07852061
LIMITED
07852265
2741 THE COURTS WARREN STREET STOCKPORT
2784 WESTERN RD BRIGHTON (FREEHOLDCO) LIMITED
12579780
(FREEHOLDCO) LIMITED
06372181
0275 HEATHCOT RD STOKE LONGTON (FREEHOLDCO)
0008 POPES BRIXTON (FREEHOLDCO) LIMITED
09127300
LIMITED
07853877
3628 LITCHFIELD STREET BURTON TRENT (FREEHOLDCO)
LIMITED
08495632
0078 (PROPCOSO) LIMITED
07852207
0790 LANDMARK PLACE CARDIFF FL (FREEHOLDCO)
LIMITED
10177359
0930 LESLEY RP STRABANE (FREEHOLDCO) LIMITED
09890243
0365 STANTHORPE RD STREATHAM (FREEHOLDCO)
8088 QST CARDIFF (FREEHOLDCO) LIMITED
12578045
LIMITED
10066335
0137 CARDIFF QSTREET (FREEHOLDCO) LIMITED
11227321
0370 H ST STROOD (FREEHOLDCO) LIMITED
07852251
0296 FAWCETT ST SUNDERLAND (FREEHOLDCO)
0181 SCOTCH ST CARLISLE (FREEHOLDCO) LIMITED
07851959
LIMITED
08755347
0139 H ST CHATHAM (FREEHOLDCO) LIMITED
06836679
2134 TIMES SQ SC SUTTON (FREEHOLDCO) LIMITED
11228011
2786 BROOKFIELD CHESHUNT (FREEHOLDCO) LIMITED
11775717
0107 REGENT ST SWINDON (FREEHOLDCO) LIMITED
09888662
2787 CHESHUNTBROOKFIELD (FREEHOLDCO) LIMITED
11775599
0808 EAST ST TAUNTON (FREEHOLDCO) LIMITED
07852191
0272 STATION RD CLACTON (FREEHOLDCO) LIMITED
07852078
0071 (PROPCOSO) LIMITED
12332871
0357 HEAD ST COLCHESTER (FREEHOLDCO) LIMITED
05632790
2374 GATEWAY TROWBRIDGE (FREEHOLDCO) LIMITED
12355661
3940 Q SQ CORBY (FREEHOLDCO) LIMITED
10885672
0162 H ST UXBRIDGE (FREEHOLDCO) LIMITED
09127316
0367 (PROPCOSO) LIMITED
11775763
0420 H SR UXBRIDGE (FREEHOLDCO) LIMITED
10177276
2779 PRECINCT MARKET COVENTRY (FREEHOLDCO) LIMITED
09680128
0420 WESTGATE WAKEFIELD (FREEHOLDCO) LIMITED
08483711
0092 CORNMILL CENTRE DARLINGTON (FREEHOLDCO)
LIMITED
10915193
0153 PARK ST WALSALL (FREEHOLDCO) LIMITED
07852289
0639 ST PETERS DERBY (FREEHOLDCO) LIMITED
09310031
1837 H ST WATFORD (FREEHOLDCO) LIMITED
06328505
2735 FOYLESIDE SC LONDONDERRY (FREEHOLDCO) LIMITED
NI653340
1821 ALBERT SQ SC WIDNES (FREEHOLDCO) LIMITED
08576472
1561 PRIORY WALK DONCASTER (FREEHOLDCO) LIMITED
09888670
0419 GLASGOW RD WISHAW (FREEHOLDCO) LIMITED
06656365
0124 MURRAYGATE DUNDEE (FREEHOLDCO) LIMITED
09702004
1846 HENBLAS SQ. WREXHAM (FREEHOLDCO) LIMITED
10915200
1419 ETROP CT WYTHENSHAWE (FREEHOLDCO)
0343 H ST DUMFERLINE (FREEHOLDCO) LIMITED
08483679
LIMITED
09659156
229
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
COMPANY NAME
COMPANY
COMPANY NAME
COMPANY
NUMBER
NUMBER
0041 H ST EAST HAM (FREEHOLDCO) LIMITED
09810378
2135 CONEY ST YORK (FREEHOLDCO) LIMITED
11331391
1534 LAW PLACE EAST KILBRIDE (FREEHOLDCO) LIMITED
06656368
FOUR (INVESTCO) LIMITED
09719779
1567 P ST EDINBURGH (FREEHOLDCO) LIMITED
10100990
FRS ESTATES LIMITED
02767493
0015 DEMANDEVILLE RP ENFIELD (FREEHOLDCO) LIMITED
10086209
STRIKE SPORT (INVESTCO) LIMITED
09848767
1801 NORTH RP MANCHESTER (FREEHOLDCO) LIMITED
09127295
STIRLINGS (ARGYLE STREET) LIMITED
SC088108
ACCRINGTON EXPRESS HOUSE (FREEHOLDCO)
0610 MARKET RD LONDON (FREEHOLDCO) LIMITED
10799247
LIMITED
14156232
1742 LINTHORPE RD MIDDLESBROUGH (FREEHOLDCO)
LIMITED
10081909
OVERGATE DUNDEE (SCOT) (FREEHOLDCO) LIMITED
14155935
3442 MIDDLESBROUGH LINTHORPE (FREEHOLDCO)
1718 NASSAU ST LONDON (FREEHOLDCO) LIMITED
11227964
LIMITED
13808704
0321 QST NEATH (FREEHOLDCO) LIMITED
07853548
0139 TRAFFORD MISSG (FREEHOLDCO) LIMITED
13808689
0278 CARTERGATE NEWARK ON TRENT (FREEHOLDCO)
LIMITED
07853470
3443 LEEDS BRIGGATE (FREEHOLDCO) LIMITED
13808640
2986 NORTHUMBLAND ST NEWCASTLE (FREEHOLDCO)
LIVINGSTON ALMONDVALE RP (FREEHOLDCO)
LIMITED
09127286
LIMITED
14156550
0091 (PROPCOSO) LIMITED
08679118
ROTHERHAM PARKGATE SC (FREEHOLDCO) LIMITED
09888635
0078 TRELOGGAN RD NEWQUAY (FREEHOLDCO) LIMITED
10089800
0276 NEWPORTIOW (FREEHOLDCO) LIMITED
12578944
0083 QST NEWTON ABBOTT (FREEHOLDCO) LIMITED
06836666
NEWTOWNABBEY (FREEHOLDCO) LIMITED
09127266
0293 ABINGTON ST NORTHAMPTON (FREEHOLDCO)
LIMITED
07852272
LIVERPOOL CHURCH STREET (FREEHOLDCO) LIMITED
14846326
3480 BOURNEMOUTH COMM RD (FREEHOLDCO)
1844 BARONS QUAY NORTHWICH (FREEHOLDCO) LIMITED
05656295
LIMITED
14634987
BLACKBURN TOWNSMOOR RP (FREEHOLDCO)
2785 LISTERGATE NOTTINGHAM (FREEHOLDCO) LIMITED
10100609
LIMITED
14834655
0309 HAREFIELD RD NUNEATON (FREEHOLDCO) LIMITED
07852249
RUGBYALPHA (FREEHOLDCO) LIMITED
11732700
0306 CROSS ST OSWESTRY (FREEHOLDCO) LIMITED
07852363
XCM (INVEST CO) LIMITED
14492146
1796 ACADEMY OXFORD POLAND ST LONDON
(FREEHOLDCO) LIMITED
10046080
WIT INVEST (INVEST CO) LIMITED
14492202
0273 MARKET J ST PENZANCE (FREEHOLDCO) LIMITED
07852297
WOODLANDSLOVE (INVEST CO) LIMITED
14492147
0025 FORE ST REDRUTH CORNWALL (FREEHOLDCO)
0290 BROADCLOSE PETERLEE (FREEHOLDCO) LIMITED
07852401
LIMITED
14845681
2190 ARMADA WAY PLYMOUTH (FREEHOLDCO) LIMITED
09127387
2019 DARLINGTON (FREEHOLDCO) LIMITED
14845734
3233 CHICHESTER EAST STREET (FREEHOLDCO)
2190 NEW GEORGE ST PLYMOUTH (FREEHOLDCO) LIMITED
09470468
LIMITED
14846358
2782 COMMERCIAL RD PORTSMOUTH (FREEHOLDCO)
LIMITED
12579294
0167 COLNE BOUNDARY RP (FREEHOLDCO) LIMITED
15089413
0075 POPES ROAD BRIXTON (FREEHOLDCO) LIMITED
11577256
ELM PROPERTYCO HOLDCO LIMITED
15089419
0115 QNS SQUARE MIDDLESBROUGH (FREEHOLDCO)
LIMITED
12332862
0002 PHAY EXETER RESI FREEHOLDCO LIMITED
15089415
0141 CHURCH HALL STDO ACCRINGTON (FREEHOLDCO)
LIMITED
13808701
COVENTG SHELTON ST (FREEHOLDCO) LIMITED
14634874
CHESTER NEWGATE EASTGATE (FREEHOLDCO)
1091 QST RAMSGATE (FREEHOLDCO) LIMITED
07852250
LIMITED
14635087
3845 BROAD ST READING (FREEHOLDCO) LIMITED
10422164
LUTON MALL (FREEHOLDCO) LIMITED
14570159
0353 H ST REDCAR (FREEHOLDCO) LIMITED
02731452
LUTON MALL 2 (FREEHOLDCO) LIMITED
14570336
0185 ROLLE ST EXMOUTH (FREEHOLDCO) LIMITED
07852669
0171 CROYDON TRAFWAY RP (FREEHOLDCO) LIMITED
15774804
0172 ST NIC ARCADE LANCASTER FREEHOLDCO
1658 MARKET PL ROMFORD (FREEHOLDCO) LIMITED
10071547
LIMITED
15784537
0082 SOUTHAMPTON RD SALISBURY (FREEHOLDCO)
LIMITED
10107572
0173 QWAY BLVD CRAWLEY FREEHOLDCO LIMITED
15784534
0253 H ST SCUNTHORPE (FREEHOLDCO) LIMITED
07852055
THACKERAYS (INVESTCO) LIMITED
15665963
0077 DONCASTER FRENCHGATE (FREEHOLDCO)
3424 PARISHES SC SCUNTHORPE (FREEHOLDCO) LIMITED
11730442
LIMITED
11578164
1498 ABOVE BAR SOUTHAMPTON (FREEHOLDCO) LIMITED
09665889
COGGLES LUXURY (INVESTCO) LIMITED
15829953
230
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
   
COMPANY NAME
COMPANY
COMPANY NAME
COMPANY
 
NUMBER
 
NUMBER
0019 ABAR SOUTHAMPTON (FREEHOLDCO) LIMITED
08512480
0041 REDHILL SURREY (FREEHOLDCO) LIMITED
15858660
0271 TRURO RD ST AUSTELL (FREEHOLDCO) LIMITED
07852284
2024 P HAY EXETER OCC FREEHOLDCO LIMITED
15863805
0317 K ST ST HELENS (FREEHOLDCO) LIMITED
07852281
9998 AFFINESTATES FREEHOLDCO LIMITED
15868381
   
3274 FREMLIN WALK SC MAIDSTONE (FREEHOLDCO)
 
0430 GAOLGATE STAFFORD (FREEHOLDCO) LIMITED
08568681
LIMITED
15891508
1987 RIVERSIDE RP STAFFORD (FREEHOLDCO) LIMITED
08972499
0174 QUEDGELEY RP (FREEHOLDCO) LIMITED
15892579
   
0184 HULST WOLFSTRT NTHLAND (FREEHOLDCO)
 
0032 NORTH END FULHAM (FREEHOLDCO) LIMITED
07852037
LIMITED
16048091
0361 SILVER ST GAINSBOROUGH (FREEHOLDCO) LIMITED
06338907
0186 ROSE ST RP INVERNESS (FREEHOLDCO) LIMITED
16259556
0282 LOW BUCKHOLMSIDE GALASHIELS (FREEHOLDCO)
     
LIMITED
07852091
1213 NORTH ST GUILDFORD (FREEHOLDCO) LIMITED
16350836
   
2171 TOWER WELLINGTON BALLYMENA (FREEHOLDCO)
 
1626 ARGYLE ST GLASGOW (FREEHOLDCO) LIMITED
11227937
LIMITED
16406652
   
0143 HOLTON SOUTH GLAMORGAN (FREEHOLDCO)
 
2025 ARGYLE GLASGOW (FREEHOLDCO) LIMITED
11531596
LIMITED
16409339
0797 INGRAM ST GLASGOW (FREEHOLDCO) LIMITED
09925519
HIGH BROMFINCH (FREEHOLDCO) LIMITED
16419056
0285 NORTHGATE ST GLOUCESTER (FREEHOLDCO) LIMITED
07852067
0180 Waterfront RP Greenock (Freeholdco) Limited
16445067
2214 K ST GREAT YARMOUTH (FREEHOLDCO) LIMITED
11732687
1279 Kst Castle Douglas (Freeholdco) Limited
16479190
0915 PROW HANLEY (FREEHOLDCO) LIMITED
11228017
0021 George St Stranraer (Freeholdco) Limited
16479220
0429 WELLINGTON PLACE HASTINGS (FREEHOLDCO)
     
LIMITED
08625893
0393 H STREET ELTHAM (FREEHOLDCO) LIMITED
16372482
2180 COMM ST HEREFORD (FREEHOLDCO) LIMITED
09888642
0351 ANCHOR RP BURNLEY (FREEHOLDCO) LIMITED
16119926
HOH (INVEST CO) LIMITED
10161592
0601 BROAD ST TEDDINGTON (FREEHOLDCO) LIMITED
16243430
0373 H ST HOUNSLOW (FREEHOLDCO) LIMITED
10086218
0001 P HAY EXETER HEADL (FREEHOLDCO) LIMITED
11775597
1569 FERENSWAY HULL (FREEHOLDCO) LIMITED
09638564
   
231
COMPANY BALANCE SHEET
FRASERS GROUP PLC
COMPANY
BALANCE SHEET
at 27 April 2025
Company number: 06035106
   
   
As at
As at
 
Notes
27 April 2025
28 April 2024
   
(£’m)
(£’m)
FIXED ASSETS
     
Investments
2
2,145.8
1,712.5
CURRENT ASSETS
     
Debtors: amounts falling due within one year
4
635.6
235.7
Cash at bank and in hand
 
37.6
-
   
673.2
235.7
Creditors: amounts falling due within one year
5
(1,851.3)
(775.1)
NET CURRENT LIABILITIES
 
(1,178.1)
(539.4)
Provisions
6
-
(3.0)
Deferred tax liability
7
-
(10.5)
NET ASSETS
 
967.7
1,159.6
CAPITAL AND RESERVES
     
Called up share capital
8
64.1
64.1
Share premium
 
874.3
874.3
Treasury share reserve
 
(770.6)
(770.6)
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
 
31.2
22.0
Profit and Loss account
 
827.4
1,028.5
SHAREHOLDERS’ FUNDS
 
967.7
1,159.6
Frasers Group plc reported a loss after taxation for the 52 weeks ended 27 April 2025 of £51.5m
(FY24: a profit of £382.4m).
The accompanying accounting policies and notes form part of these Financial Statements.
The Financial Statements were approved by the Board on 16 July 2025 and were signed on its behalf by:
Chris Wootton
Chief Financial Officer
232
FRASERS GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
COMPANY STATEMENT OF
CHANGES IN EQUITY
For the 52 weeks ended 27 April 2025
   
 
Called
Share
Treasury
Permanent
Capital
 
Share based
Profit
 
 
up share
premium
share
contribution to
 
redemption
Own share
payment
& loss
 
 
capital
account
reserve
capital
reserve
reserve
reserve
account
Total
 
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
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
-
-
-
-
-
-
-
   
               
382.4
382.4
period
                 
Fair value adjustment
                 
in respect of long-term
                 
financial assets -
-
-
-
-
-
-
-
(43.7)
(43.7)
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
Loss for the financial
-
-
-
-
-
-
-
(51.5)
(51.5)
period
                 
Fair value adjustment
                 
in respect of long-term
                 
financial assets -
-
-
-
-
-
-
-
(149.6)
(149.6)
recognised
                 
Share-based payments
-
-
-
-
-
-
9.2
-
9.2
As at 27 April 2025
64.1
874.3
(770.6)
0.1
8.0
(66.8)
31.2
827.4
967.7
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 31 in the Group Notes to the
financial statements.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
For the 52 weeks ended 27 April 2025
1. ACCOUNTING POLICIES
Accounting Policies
Frasers Group plc (the “Company”) (Company number:
06035106) is a public company incorporated and
domiciled in the United Kingdom, its shares are listed on
the London Stock Exchange. The registered office is Unit
A, Brook Park East, Shirebrook, NG20 8RY.
These financial statements have been prepared in
compliance with FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”
(“FRS 102”) and the requirements of the Companies
Act 2006.
The financial statements are prepared in sterling, which
is the functional currency of the Company. Monetary
amounts in these financial statements are rounded to
the nearest £0.1m.
These accounts have been prepared in accordance with
applicable United Kingdom accounting standards. A
summary of the material accounting policies adopted
are described below.
Basis of Accounting
The accounts have been prepared under the historical
cost basis except for the modification to a fair value
basis for certain financial instruments as specified in the
accounting policies below.
As permitted by Section 408 of the Companies Act
2006, a profit and loss account of the Company is not
presented. The Company’s loss after taxation for the
52-week period ended 27 April 2025 was £51.5m (FY24:
profit after tax of £382.4m).
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. 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).
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.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
233
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 are initially measured at
transaction price (after deducting transaction costs) and
subsequently held at amortised cost.
Employee Benefit Trust
An Employee Benefit Trust has been established for the
purposes of satisfying certain share based awards.
The Group has ‘de facto’ control over the special
purpose entity.
The cost of shares acquired by the Sports Direct
Employee Benefit Trust is recognised within ‘Own share
reserve’ in equity.
Deferred Taxation
Deferred tax is provided for on a full provision basis on
all timing differences, which have arisen but not reversed
at the balance sheet date. A deferred tax asset is not
recognised to the extent that the transfer of economic
benefit in the future is more unlikely than not.
Deferred tax is calculated on a non-discounted basis at
the tax rates that are expected to apply in the periods in
which timing differences reverse, based on tax rates and
laws enacted or substantively enacted at the balance
sheet date.
Foreign Currencies
Transactions in foreign currencies are initially recorded
in the Company’s functional currency by applying the
spot exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are retranslated at the rate of exchange ruling
at the balance sheet date. All differences are taken to
the profit and loss account. Non-monetary items that
are measured in terms of historical cost in a foreign
currency are not retranslated.
Dividends
Dividends on the Company’s ordinary shares are
recognised as a liability in the Company’s Financial
Statements, and as a deduction from equity, in the
period in which the dividends are declared. Where such
final dividends are proposed subject to the approval of
the Company’s shareholders, the final dividends are only
declared once shareholder approval has been obtained.
Equity Instruments
An equity instrument is any contract that evidences
a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments issued
by the Company, with the exception of those accounted
for via merger relief available under Section 612 of the
Companies Act 2006, are recorded at the proceeds
received, net of any direct issue costs.
Income from Group Undertakings
Income from Group undertakings is recognised
when qualifying consideration is received from the
Group undertaking.
Related Party Transactions
The Company has taken advantage of the exemption
contained in FRS 102 and has therefore not disclosed
transactions or balances with wholly-owned subsidiaries
which form part of the Group. See note 34 of the
Group Financial Statements for further details of related
party transactions.
234
FRASERS GROUP PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
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.
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.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
235
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 and Boohoo 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 the Company’s
investments and have made net impairments of £39.9m
(FY24: £29.9m) 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 a net reversal of
£11.7m (FY24: reversal £34.3m).
236
FRASERS GROUP PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
2. INVESTMENTS
Investments in
subsidiaries
Long-term
financial assets
Total
(£’m)
(£’m)
(£’m)
As at 30 April 2023
1,152.3
288.1
1,440.4
Additions
96.4
382.6
479.0
Impairment
(29.9)
-
(29.9)
Disposals
-
(133.3)
(133.3)
Amounts recognised through other comprehensive income
-
(43.7)
(43.7)
As at 28 April 2024
1,218.8
493.7
1,712.5
Additions
9.2
740.4
749.6
Disposals
-
(126.9)
(126.9)
Impairment
(39.9)
-
(39.9)
Amounts recognised through other comprehensive income
-
(149.6)
(149.6)
Exchange differences
-
0.1
0.1
As at 27 April 2025
1,188.1
957.7
2,145.8
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 37.05% investment in Mulberry Group plc, 21.95% stake
in ASOS plc and 19.25% in Hugo Boss AG. For further details refer to note 19 of the Group Financial Statements.
For further disclosures in relation to investments in associates and long-term financial assets see note 19, 20 and 25 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 £39.9m (FY24: £29.9m) net impairment loss recognised within the income statement for companies
where the recoverable amount was less than the carrying value. The additions in the period relate to the Fearless 1000
share scheme charge of £9.2m, see note 30 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 37 of the Group’s financial
statements.
The Group’s policies for financial risk management are set out in note 3 and note 25 of the Group Financial
Statements.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
237
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:
27 April 2025
28 April 2024
(£’m)
(£’m)
FINANCIAL ASSETS
Amortised cost:
Trade and other receivables*
635.4
235.5
FVOCI:
Long Term Financial Assets (Equity Instruments)
957.7
493.7
1,593.1
729.2
FINANCIAL LIABILITIES
Amortised cost:
Trade and other payables**
1,570.6
714.9
Derivative financial Liabilities (FV):
Derivative financial Liabilities – contracts for difference and equity options
280.7
53.9
1,851.3
768.8
*
Prepayments of £0.2m (FY24: £0.2m) are not included as a financial asset.
** Corporation tax liabilities of £nil (FY24: £6.3m) are not included as a financial liability
4. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
At 27 April
2025
At 28 April
2024
(£’m)
(£’m)
Amounts owed by Group undertakings
108.6
92.9
Other debtors
526.8
142.6
Prepayments
0.2
0.2
635.6
235.7
Other debtors includes £522.7m (FY24: £139.0m) of deposits in respect of derivative financial instruments which are
collateral to cover margin requirements for derivative transactions held with counterparties. The collateral requirement
changes with the market (which is dependent on share price 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 25 and the financial risk management disclosure Note 3.
Amounts owed by group undertakings are unsecured and repayable on demand other than £73.9m (FY24: £73.9m)
which is secured against a subsidiary’s assets. The Directors consider it unlikely that repayment of any of the
amounts owed by group undertakings will arise in the short term as they are used to meet the capital requirements
of the borrower.
238
FRASERS GROUP PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
At 27 April
2025
At 28 April
2024
(£’m)
(£’m)
Trade creditors
0.3
3.2
Amounts owed to Group undertakings
1,569.4
706.4
Derivative financial liabilities
280.7
53.9
Corporation tax
-
6.3
Other creditors
0.9
5.3
1,851.3
775.1
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 25 and the financial risk management disclosure note 3.
6. PROVISIONS
Legal and
regulatory
Total
(£’m)
(£’m)
At 28 April 2024
(3.0)
(3.0)
Amounts released
3.0
3.0
At 27 April 2025
-
-
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 21 of the Group accounts.
7. DEFERRED TAX
Other temporary differences
(£’m)
At 30 April 2023
20.0
Credited to the profit and loss account
(9.5)
At 28 April 2024
10.5
Credited to the profit and loss account
(10.5)
At 27 April 2025
-
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY24: 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.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
239
8. CALLED UP SHARE CAPITAL
At 27 April
2025
At 28 April
2024
(£’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 (FY24: 640,602,369) ordinary share 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 (FY24: 190,286,334).
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 27 April 2025 and 28 April 2024, 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.
240
FRASERS GROUP PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
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
GLOSSARY
FRASERS GROUP PLC
241
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 26 April 2026.
Half year results announced: December 2025 (tbc)
Preliminary announcement of full year results: July
2026 (tbc)
Annual Report circulated: August 2026 (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
242
FRASERS GROUP PLC
GLOSSARY
FRASERS GROUP PLC
ANNUAL
REPORT &
ACCOUNTS
2025.