MAKE IT HAPPEN

Annual Report and Accounts 2023

Visit us online at:

corporate.superdry.com

Contents

Strategic Report

IFC Financial Highlights

2 Chair’s Statement

4 At a Glance

6 Business Model

8 Where We Operate

10 CEO Review

12 Strategy In Action

16 Key Performance Indicators

18 CFO Review

26 Non-Financial and Sustainability

Information Statement

27 Section 172 Statement

30 Task Force on Climate-related Financial

Disclosures (TCFD)

36 Sustainability Report

44 Our People

47 How We Manage Our Risks

Governance

62 Board of Directors

64 Corporate Governance Report

74 Nomination Committee Report

77 Audit Committee Report

85 Directors’ Remuneration Report

105 Directors’ Report

108 Directors’ Responsibility Statement

Financial Statements

109 Independent Auditor’s Report

125 Group Statement of

Comprehensive Income

126 Balance Sheets

127 Cash Flow Statements

128 Statements of Changes in Equity

130 Notes to the Group and

Company Financial Statements

188 Five Year History

* ‘Adjusted’ and ‘Net (debt)/cash’ are used as alternative performance measures (APMs). A definition of APMs and explanation as to how they are

calculated is included in Note 35 to the Group and Company financial statements.

2023 is for the 52 weeks ended 29 April 2023 and 2022 is for the 53 weeks ended 30 April 2022.

Adjusted profit/(loss) before tax* (£m)Group revenue (£m)

£(21.7)m£622.5m

2023

2022

2021

622.5

609.6

556.1

2023

2022

2021

(21.7)

21.6

(12.6)

Statutory profit/(loss)before tax (£m)

£(78.5)m

2023

2022

2021

(78.5)

17.6

(36.7)

Adjusted basic EPS* (p)

(111.8)p

2023

2022

2021

(111.8)

36.0

(19.4)

Basic EPS

(181.3)p

2023

2022

2021

(181.3)

27.4

(44.0)

Closing net (debt)/cash*

£(25.6)m

2023

2022

2021

(25.6)

(1.0)

38.9

Strategic Report → Financial Highlights

Our integrated framework

is driving fewer, better

premium options for an

improved customer choice

and delivering a simpler

business. We make it happen.

MAKE IT HAPPEN

Superdry plc Annual Report 2023

Welcome to Superdry’s Annual Report

for FY23

The past 12 months have been a period of exceptional

transformation and development for the Superdry brand,

the Company, our colleagues around the world and the

Leadership team. With both progress and setbacks, we

have continued to execute on our turnaround programme

in a challenging trading environment and remain committed

to our overarching mission of being the #1 Premium

Sustainable Style Destination.

Whilst there have been some positive developments over

the course of the year, such as some of the encouraging

trends seen within our Stores and Ecommerce channels,

the notable underperformance of our Wholesale division

resulted in pressure on our cashflow, profitability and liquidity.

Wholesale is an extremely important and productive channel

to market as it requires lower levels of capital investment

to support growth, however its performance continues to

lag the rest of the Group. This was especially the case in

mainland Europe, which accounts for almost 60% of

our Wholesale revenues, and where performance was

especially weak. This underperformance, combined with

the challenging trading environment, left the business

significantly cash constrained.

To that end, during the year, we commenced several

strategic actions that were necessary to improve our

liquidity that completed in May 2023, the following financial

year; recapitalising the Company to support the strategy

and brand turnaround programme. This included an

accelerated 20% equity raise, which was underwritten in full

by our CEO, Julian Dunkerton, but was well oversubscribed

by current and new shareholders.

We also announced a strategic deal for the sale of the

Superdry brand rights in certain territories in the Asia Pacific

region to the Cowell Fashion Company. Not only did this add

necessary capital to the balance sheet but it gives us

animportant strategic partner, committed to developing

our brand, in these growing markets. Following the

announcement of the agreement with Cowell in March 2023,

the sale was formally approved by shareholders at

the General Meeting in May 2023, with the proceeds

received shortly thereafter.

As a result of the brand rights sale and equity raise, we

were able to add much needed capital to the balance sheet,

totalling approximately £45m, after taxes and fees, which

was necessary given the challenging market conditions and

delayed recovery of our Wholesale operation. We also took

steps to reduce our cost base, as we continue to examine

the likely shape of the business going forward. This has

meant, regrettably, that we have had to say goodbye

tosome of our colleagues at head office.

We believe that these actions will allow Julian and his

team greater flexibility in the execution of our ongoing

turnaround programme.

Board appointment

In May, we welcomed Lysa Hardy to the Board. Lysa

brings over 20 years of commercial experience across

retail trading and operations, notably at Hotel Chocolat,

Holland & Barrett and Joules and is already making

asignificant contribution to the business. Lysa has taken

on the role as Workforce Engagement Director from Helen

Weir. I would like to thank Helen for her work in this area

over the last 4 years, including supporting the establishment

of Superdry Voice.

More recently, Ruth Daniels, our Company Secretary,

has decided to leave the Company. I speak for the Board

in thanking Ruth for her three years of dedicated service.

Auditor appointment

During the year, we began working with our new auditors,

RSM UK Audit LLP. We have worked together to complete

the onboarding process and first-year audit and look

forward to continuing this relationship in FY24.

Dividend

Given the uncertain macro-economic outlook and the need to

maintain liquidity, the Board continues to believe it is prudent

not to recommend a dividend. In addition, under the terms

of our recent loan facility, the Company is restricted from

paying dividends to shareholders without prior permission

from Bantry Bay. At the end of the reporting period, there

are no distributable reserves.

Thank you, Superdry

In a year that has presented many challenges for the Group,

I would like to end with a thank you to all the colleagues

who have worked so hard on the continued delivery of our

turnaround programme. It has not been an easy year, and

their hard work and dedication is very much appreciated.

Peter Sjölander

Chair, Superdry plc

Strategic Report → Chair’s Statement

For a full strategic update and overview of our

performance see the CEO Review on page 10

For a full overview of our financial performance

see the CFO Review on page 18

Chair’s Statement

Superdry plc Annual Report 2023

Strategic Report → Chair’s Statement

Superdry plc Annual Report 2023

Strategic Report → At a Glance

Who we are

Our brand history

The company is floated on

the London Stock Exchange,

becoming SuperGroup plc.

In December 2011, we open

the doors to our flagship

Regent Street store.

2010 20112004

Our first store solely dedicated

to selling Superdry products

islaunched in 2004!

Introduction

We are 20 years old!

In 2003, Julian Dunkerton

co-founded Superdry

todevelop and create

anew in-house brand.

We are an authentic,

global fashion brand,

producing sustainable

and premium products.

Our vision is to be

the #1 Premium

Sustainable Style

Destination.

‘The brand turnaround is continuing

at Superdry: rebuilding brand equity,

enhancing consumer appeal through

aunique product and value proposition,

leveraging the role of social in

commerce, and continuing to focus

on becoming the #1 Premium

Sustainable Style Destination.’

Julian Dunkerton

Chief Executive Officer

Superdry plc Annual Report 2023

Strategic Report → At a Glance

2021

In July 2015, Superdry enters

into a 10-year minimum joint

venture agreement with

Trendy International Group,

an experienced Chinese

retail operator.

In April 2019, founder Julian

Dunkerton returns to lead

Superdry, resetting the brands

focus on quality and design.

By 2018, via its owned

stores and websites

and via the network of

franchises, licences and

concessions, Superdry

is sold in 157 countries.

20182015 2019 2023

Superdry agrees new

partnership in APAC

and recapitalises

its balance sheet to

ensure future success.

Our new strategy is launched

in April 2021 as we focus on

becoming the #1 Premium

Sustainable Style Destination.

Our mission

Our mission is to serve our diverse community through a premium brand that is focused on the future, prioritises sustainability,

leads with craft, and celebrates culture.

Brand values

Our values make us different, with a key focus on the things

that run deep through the Superdry DNA. This is how we think

about our values.

Future

• We’re determined to leave a

better legacy

• We continue to innovate sustainably,

aiding circular product lifestyles and

influencing change

• We pioneer and protect with

apositive impact on people and

the planet

• We inspire the digital age, redefine

the future, while staying true to

our roots

Craft

• We’re passionate about the premium

product and design that runs deep in

our DNA

• We’re committed to the highest

quality and continued evolution

ofour craft

• We’re devoted to detail with every

stitch, seam, and section

• We’re doing things right, even when

no one is watching

Culture

• We’re drawing inspiration from

thepast to shape a generation

offuture icons

• We’re defying the odds and doing

the unexpected

• We’re unafraid, unfiltered, and fuelled

by our ambition

• We embrace our diverse community

of conscious customers, united

through their love of style

Superdry plc Annual Report 2023

Strategic Report → Business Model

We have a truly global distribution

network, serving our multi-channel

operations worldwide through

three main distribution centres:

• ‘The Duke’ in the UK (500,000

sq. ft) and ‘The Baron’ in

Belgium (720,000 sq. ft), both

of which are ‘bonded’, allowing

us to minimise the impact on

thebusiness as a result of Brexit.

These warehouses primarily deal

with inbound stock for Stores

and Ecommerce customers,

as well as a small element of

Wholesale; and

• An additional warehouse in

Ghent, Belgium (335,000 sq. ft)

which deals solely with

Wholesale orders.

To achieve our mission and deliver

against our objectives, we begin

the product planning phase

18 months before a product

launches in the market. This

ensures we have aligned all

our resource and talent with

our strategy and ambitions.

We have a passionate team of

40 designers, each aligned to one

or more of the collections within

our consumer segmentation.

Short-order product gives us

the opportunity to capitalise

on trends with:

• Limited editions;

• Low-volume product runs; or

• Opportunity to augment the

collection at a later point

inthe process.

Plan and Design Make Ship

Once our designers have imagined

next season’s collection, it is over

to our Sourcing team to work

closely with our global network

of suppliers to bring the product

to life, in the most sustainable way

possible. The split of manufacturing

in FY23 was 42% in China, 30% in

India and 21% in Turkey, and the

remainder largely coming from

Sri Lanka and Cambodia.

Please see our Sustainability

Report on page 36 for more

information on this pillar of our

strategy and how it relates to

our sourcing and production.

Manufacturing locations

Bulgaria

Cambodia

Vietnam

Sri Lanka

India

China

Turkey

Superdry distributes product to our global customer base seamlessly across multiple channels.

We want our customers to be able to order from anywhere, from any device, using any payment

method and have it delivered to any location from our distribution centres.

Describing the product journey from initial creation to end consumer purchase, our product lifecycle can be viewed across

four critical activities:

Our model for success

Superdry plc Annual Report 2023

Strategic Report → Business Model

Our global footprint has been

achieved through a truly multi-channel

approach, leveraging the eight routes

shown below to maximise the

addressable market.

We remain committed to the high

street and view stores as an integral

element of the customer journey.

Our Fulfil From Store and Click &

Collect technology creates a seamless

customer experience between digital

and physical, as well as allowing us

to optimise working capital.

We recognise that consumer habits

continue to change and the switch

to online has been accelerated by

COVID-19. We continue to invest

in our digital platform and this year

transitioned to our new microservices

platform. You can read more about

our digital journey within the Strategy

in Action section on page 12.

During the year, we have made

advances in improving our

Ecommerce fulfillment operations.

As a result, we now offer enhanced

drop-shipment services to some of

our Wholesale partners selling on their

direct-to-customer (DTC) platforms.

These online orders are fulfilled by

Superdry warehouses, expanding our

DTC reach to even more websites

and potential customers.

This migration has seen the shift of

some sales, previously booked under

Wholesale, to the Ecommerce division.

The sales leaving Wholesale are

generally earning a higher-than-

average margin in that segment, but

will be slightly lower margin than the

current Ecommerce margin. The net

effect will be an overall increase in

Group sales as we continue to fulfill

more online orders from a wider pool

of potential customers, and with

abetter customer experience.

We distribute our products to

customers seamlessly across

the following eight routes:

Sell

Owned Channels

Third Parties

Routes to market

Owned

A B C

Ecommerce

Wholesale

A. Owned stores

Mono-branded stores,

operated by the Group, in prime

locations split between high

streets and shopping centres.

B. Concessions

Smaller stores, largely located

in airports, operated by the

Group in retail space owned

by partners.

C. Outlets

Sale of previous seasons’

product in specialist stores.

D. Online store

superdry.com

Digital flagship website, with

localised sites in key markets.

E. Online distribution

via offprice Ecommerce

Sale of previous seasons’

product on outlet websites.

F. Online distribution

via partners

Distribution of Superdry

merchandise using our

key and independent retail

partners’ own online platforms.

G. Strategic, key and

field partners

Mono and multi-brand stores

owned and run by third-party

partners, selling Superdry

merchandise.

H. Franchise and

licensed business

Stores owned and run by

franchise partners. Market and

product licences are awarded

to partners to reach even more

potential customers outside

our core markets.

Ecommerce

Orders made through partner

websites but fulfilled by

Superdry, otherwise known

as our Partner Programme.

Dual-channel

Orders made through

Wholesale partners but

fulfilled by Superdry.

Superdry plc Annual Report 2023

Strategic Report → Where We Operate

Where We Operate

Strong multi-channel capabilities

We have 213 stores across 12 different

countries, and 410 Superdry-branded

franchised and licensed stores in 51 countries,

as well as 18 Superdry-branded websites,

translated into 21 languages.

Intellectual property agreement to expand

in APAC

In March 2023 we announced the signing of an Intellectual

Property (IP) Transfer Agreement with Cowell Fashion

Company Ltd to sell the Superdry brand IP within the APAC

region for an upfront payment of $50m, or £34m net of

transaction costs and taxation. Cowell is an experienced

local partner that specialises in licensing and manufacturing

established global brands within APAC. Cowell will own and

use the Superdry brand in key APAC markets, starting with

its home market of South Korea and extending to others,

including China. Working together, Superdry and Cowell

will develop products relevant for those markets, building

a collaborative partnership to capitalise on the shift in

consumer preferences in Asia towards lifestyle products.

The deal was approved by shareholders on 30 May and

completed on 31 May 2023.

410

franchised and

licensed stores

branded

websites

Rest of World (including USA)

373

employees

£89.1m

revenue

‘This agreement offers the Superdry

brand a fantastic opportunity to

expand its global reach, whilst

providing additional funding to help

deliver our turnaround programme in

the face of the challenging consumer

landscape. I’m absolutely thrilled by

the opportunity to work with Cowell

to create inspiring products consistent

with our brand heritage and build out

across the APAC market.’

Julian Dunkerton

Chief Executive Officer

Superdry plc Annual Report 2023

Strategic Report → Where We Operate

UK & ROI Europe

2,453

employees

£247.9m

revenue

1,007

employees

£285.5m

revenue

MAP KEY:

Countries with current operations

APAC countries excluded from IP agreement

APAC countries included in IP agreement, with current operations

APAC countries included in IP agreement, without current operations

1. Employee numbers are as at 30 April 2023. They include full employees only.

Superdry plc Annual Report 2023

Strategic Report → CEO Review

The past year has been exceptionally challenging due to the

prevailing market conditions, but it has also seen exciting

developments in our brand and business. As a company,

Executive Team and Board, we have worked together to

reinvigorate the brand, creating new styles and attracting

new customers, while at the same time reducing business

complexity and inefficiency. We have done all this whilst

navigating a challenging trading environment, a cost-of-

living crisis and with the delayed recovery of our Wholesale

business putting pressure on our liquidity.

The journey to returning Superdry to its previous revenue

peak will not happen with a single collection, but we are

encouraged by the early results seen, with the AW22 season

having delivered our strongest jackets sales ever. We are

also starting to make strides in our planned revitalisation of

the Wholesale business. This started with the introduction of

a new leadership team, a more cohesive approach with our

Wholesale customers also selling online and an ongoing

return to an agency model across Europe, empowering

engaged local entrepreneurs to deliver the brand in

markets they know well.

With COVID now firmly behind us, we were happy to

invite and host over 200 of our global wholesale and buying

partners from around the world to Cheltenham for the first

time in three years. Our Global Sales Meeting (‘GSM’) gave

those partners a preview of our SS24 collection, and the

feedback has been excellent – we cannot wait to see it in

our stores and online.

Despite the progress on our collection, we have not

delivered the sales growth we had hoped for, with results

falling well below expectations. This led to challenges

with liquidity and the need to shore up our balance sheet,

giving us back the flexibility needed to run the business

for success. I have worked with our team to address the

immediate concerns, including underwriting our 20% equity

raise, to support continued operations and facilitate our

cost-saving programme. Additionally, we secured the sale of

our trademark in certain APAC countries to Cowell Fashion

Company, a new international partner based in South Korea.

We are very much looking forward to working with them

to maximise the opportunity for our brand in Asia. These

actions were kicked off in FY23, with the operational and

financial impact landing in FY24.

We continue to stand by the strategy introduced in the FY21

Annual Report, with style and sustainability encompassing

everything we do. Our mission, ‘To be the #1 Premium

Sustainable Style Destination’, remains the same, and we

continue to deliver this via our four strategic objectives:

• Inspire through product & style;

• Engage through social;

• Lead through sustainability; and

• All underpinned by strong operational foundations to

‘Make it Happen’.

Inspire through product

When I returned to Superdry in late 2019, I set out to refocus

our product by reducing internal competition, bringing the

styles and brand back to its core, and re-introducing old

classics to our current catalogue, drawing from our 20 years

in the business. At that time there were over 4,400 options

within the range; we have cut this in half whilst at the same

time making the range more cohesive than ever before. I am

extremely proud of the journey we have been on with our

product, and the customer reaction we have been receiving.

The first area we addressed on my return was our winter

jackets range. Having done the work on improving our

collection, we have been rewarded with results, with

our best-ever sales season for winter coats in AW22.

At the core of our range is our Original & Vintage product.

We have worked hard to refresh this collection and revisit

what it is that brings our customers back again, and again.

Starting with block, we find the shapes and fits that are

current, whilst also ensuring our range has a taste of

something new. We then look at fabric, ensuring everything

we make is of a high quality and with a great feel, but

delivered at a reasonable price. Finally, we look at the how

to use branding, where we have a graphics archive of over

4,000 options. In every garment we make, we consider how

and where to place our branding, with either subtle internal

branding for our more discerning customer, or a bolder

splash of colour, for those who prefer it.

As mentioned, with our first GSM since the pandemic in

Spring 2023, we were able to display our new collection for

SS24 and I am very pleased to say that we have a lot of

exciting new styles and products to come to the market.

Most encouraging was the feedback from our global

partners, which was very positive. We look forward to

continuing our journey of bringing the brand forward, with

a renewed confidence and the styles to go with it, as we

share it with the world.

Engage through social

Our social media channels continue to be a key area of

focus for us, both as a platform for recruiting new customers

to the brand but also as a runway for our latest styles and

enticing our current customers back to our physical and

online stores. We work across all major social media

channels, from our largest community on Facebook, to our

fastest growing on TikTok, each with unique opportunities

for engagement and connection with our community.

CEO Review

Superdry plc Annual Report 2023

Strategic Report → CEO Review

We have continued to build on our fastest growing channel,

TikTok, with 637,000 followers and over 5.9m likes across

all our video content. The majority of content shared on the

platform is user-generated and features the popular hashtag

#GRWM (Get Ready With Me), where influencers share their

style choices, inspirations, and tips with their followers.

Building on this, we have had 98 videos go ‘viral’ (exceed

500,000 views) on the platform, with a number of videos

from our recent SS23 campaign exceeding four million

views. The engagement is both organic and paid, user-

driven, and has been extremely conducive in getting

new customers – mainly women – into our stores.

Building on this success, we are now exploring social

commerce opportunities via TikTok and Pinterest, with

some really encouraging initial results driving increasing

awareness and traffic to the website. We will continue to

test and share our progress in this area as we go forward.

We have also had great success with our recent Athletic

Essentials campaign on Instagram. Levels of engagement

with our campaign content for these items have been

particularly encouraging, most notably with Gen Z. This

demonstrates a clear interest in the new range, especially

with the under-25 female audience – a target demographic

– as the product continues to resonate well with both new

and existing followers.

Lead through sustainability

Sustainability is transforming Superdry.

Our journey, captured at the start of this year in our Better

Choices Better Future campaign, is progressing well. This

transformation represents a shift in mindset across the

brand. Each team owns their part of the strategy, thus

amplifying the scale of change.

I am pleased to see the increasing share of recycled

materials used across the range. Making recycled options

the norm has been supported by fully recycled padding in

all jackets last year, and 100% of swimwear collections are

now from fully recycled materials. Recycled cotton is also

increasingly being used alongside our organic cotton

options and we are using our own waste cotton in our sweat

ranges, converting over 100,000 individual garments into

fully recycled fabrics sourced from our own waste in this

year alone.

Organic cotton and the health of our soils remains at the

heart of our product strategy, with around 12,500 farmers

this year completing their training to convert to organic

practices. With 62% of the volume bought converted to

low-impact, organic or recycled materials (3% off our 2025

target), we are further ahead than I thought we would

be at this stage and proud of it. I would like to thank my

colleagues, our investors, suppliers, and partners for

their continued support.

I am particularly proud of the strides we have made this year

in our climate disclosure, our increasing use of recycled

materials and our organic cotton farmer conversion

programme. This progress is evidenced by reaching the

CDP ‘A List’ for climate disclosure, putting us among the top

1.5% of businesses reporting. This further demonstrates how

far we have come over recent years, having started at a ‘C’

in 2019. We also appeared for a second time as leader in the

Financial Times Europe Climate Leaders as number one for

progress amongst British based fashion brands.

‘Sustainability is transforming Superdry.

We are more focused than ever on our

sustainability journey and making sure

we do business with a conscience and

have a brand to be proud of.’

Make it happen

Underneath is our ambition to build a better, more agile

business that is less complex and delivers better results.

We have done a lot this year across the organisation. First,

we reorganised the Executive Team to bring Wholesale

under the leadership of Craig McGregor, as Global

Commercial Director. This revised model, which now brings

together our Retail and Wholesale divisions, allows a more

holistic oversight of the business and will enable greater

sharing between our individual channels going forward.

We have completely revisited our Wholesale strategy

to address the weak performance and taken a number

of actions. The biggest change has been a return to an

agency model, which is where we work with leading local

entrepreneurs with a vested interest in ensuring the brand

succeeds in their territory. Outside of the UK, Superdry was

built using the agency model and we are looking forward to

returning to this collaborative and mutually beneficial system.

Building on the move back to agency, we are also moving

our Wholesale and Ecommerce teams towards a better

alignment and a unified approach with some of our biggest

customers. For an increasing number of our key Wholesale

customers, their online presence is large and growing, and

so we are working to provide better facilitation of sales via

our Partner Programme, whilst helping them move towards

the Superdry of the future in their stores, broadening

their collections.

As Peter mentions in his Chair’s Statement, we have also

taken decisive action this year to improve liquidity, with the

impact landing in FY24. The combined cash raised from both

the rights sale in Asia Pacific and the 20% equity raise, net of

fees and taxes, was around £45m. We have also taken the

difficult decision to reduce our head count at head office,

recognising that the scale of our fixed costs was not in line

with our revenues. With a restored balance sheet, a cost

savings programme expected to deliver approximately

£35m in savings, and a renewed go-to-market strategy

inWholesale, I am confident we will see an improved and

stronger commercial performance.

Julian Dunkerton

Chief Executive Officer

Superdry plc Annual Report 2023

Strategic Report → Strategy in Action

MAKE IT HAPPEN

Be the #1 Premium Sustainable Style Destination

Inspire Through

Product and Style

Engage Through

Social

Lead Through

Sustainability

In the year we

celebrate 20 years

of a great British

icon, we continue

to be focused on

our mission to be

the #1 Premium

Sustainable Style

Destination.

Superdry plc Annual Report 2023

Strategic Report → Strategy in Action

Since introducing our mission-led strategy in 2021 the world has changed significantly. Superdry’s three consumer-facing

strategic pillars of ‘Inspire through product and style’, ‘Engage through social’ and ‘Lead through sustainability’ are more

relevant than ever. These areas will continue to be at the heart of our decision-making, as we rebuild brand equity, leverage

the role of social in commerce, and enhance the consumer appeal.

Our immediate focus for the year ahead is centred on the internal foundation of the ‘Superdry House’. The ‘Make it Happen’

framework is concentrated on developing a simplified future operating model which continues to meet consumer demands

while delivering positive financial performance, and resetting the business for future success.

Pillar 2023 progress Priorities for 2024

Inspire through

product

and style

• A more gender-balanced sales mix,

with Womenswear product Retail

sales rising to 43% from 39%; and

• Raising our short-order sales mix,

up to 5.3%, from 0.6%, driven by

Afghan coats, lightweight jackets

and cargo pants.

• Improve our sustainable product sales mix;

• Increase our future full-price sales mix; and

• Continue to progress towards a gender balanced

sales mix.

Engage

through

Social

• Brand Heat, a key metric, continued

to build on FY22 momentum as it

increased to 32.4, up from 31.4;

• Increased our social following to 4.3m,

up from 3.9m, largely due to TikTok as

a new leading social channel, which is

predominantly used by under-25s; and

• 15% of customers on our database are

under 25, in line with last year.

• Continue improving Brand Heat;

• Increase our social following with higher

engagement; and

• Increase customer retention and satisfaction.

Lead through

sustainability

• Improved CDP rating from B to A, one

of only two British fashion brands to

receive an A rating;

• Our Water Footprint mapping exercise

reached 71% of purchased garments,

up from 70%; and

• Successfully launched pre-loved

clothing donation boxes in UK & Ireland.

• Progress towards our net-zero carbon ambitions;

• Continue to maintain our 100% Water

Footprint mapping;

• Improve our Safe and Fair Conditions ethical

standards; and

• Increase the reach of our Organic Farmer

Training programme.

Make it

happen

• Inventory units reduced by 2.8m

to 9.9m units as we continued our

targeted clearance of old stock;

• Continued to take steps to optimise

the Group’s cost base for the likely

shape of the business going forward;

• Externally-verified cost savings

programme of £35m launched; and

• Undertook balance sheet improvement

activities post the financial year-end

including an equity raise and IP sale

in APAC which, taken together,

generated approximately £45m,

net of fees and taxation.

• Exit or re-gear loss-making stores and improve

profitability of the remaining store estate;

• Bring multi-brand energy and excitement

to our larger-format stores, improving store

sales densities;

• Reset Wholesale division, simplifying and

stabilising the profitable route to market.

Reintroduce the agent model in Europe;

• Right-size operating cost bases, with focus

initially on logistics and GNFR;

• Continue to utilise fashion marketplaces to

expand Superdry reach to new consumers and

markets, and;

• Reduce overall stock holding while still optimising

stock flows, channel demand and turn.

Our strategic pillars are enabled by organisational governance – the controls, policies, procedures, training and culture that

support governance. The Corporate Governance section of this report on page 64 explains our governance framework and

our compliance with the UK Corporate Governance Code.

Superdry plc Annual Report 2023

Strategic Report → Strategy in Action

Superdry presents: Afghan Coats

Rooted deep in history and culture, and inspired by bohemian

fashion, the Afghan jacket transcends generations. These

were among our bestsellers this year, with our range sold out

just eight weeks after launch in October 2022. After such

success, our Afghan jacket range is a key focus for us

going into AW23.

INSPIRE THROUGH PRODUCT AND STYLE

Superdry plc Annual Report 2023

Strategic Report → Strategy in Action

Jackets continue

to be well received

A staple of the Superdry stable,

our jackets continue to perform

well with overall sales strong

once again. Planning for our

jackets launch for AW23

continues at pace.

Revolutionising

womenswear

A distinct alternative to denim, our

new range of women’s cargo pants

was a great success, selling out

in just four weeks. Meanwhile, we

have been busy revolutionising our

women’s t-shirt range, introducing

new blocks and seeing some of

ourbest ever sales through SS23.

Thehard work continues for our

SS24 planning and launch.

INSPIRE THROUGH PRODUCT AND STYLE

Superdry plc Annual Report 2023

Strategic Report → Key Performance Indicators

Operational

Active customer database (m)

Definition – Number of customers on the Superdry database who have

made a purchase in the last 12 months.

Rationale – A measure of the retention and growth of our customer

base following the segmentation into collections, reflecting improved

targeted marketing and resonance of our improved product.

2.5m

YoY movement (0.2)m

2023

2022

2021

2.5

2.7

2.8

Social followers (m)

Definition – Number of unique accounts that have ‘followed’ the main

Superdry accounts across all social channels (Facebook, Instagram,

TikTok, Twitter, Pinterest and YouTube).

Rationale – A measure of Superdry engagement with customers

via online channels and the ability to convert customers into revenue

eitherdirectly (e.g. via click-through) or indirectly (in-store, increased

brandawareness).

4.3m

YoY movement +0.4m

2023

2022

2021

4.3

3.9

3.3

Sustainable product mix (%)

Definition – % volume of sustainably sourced product bought within

the current financial year.

Sustainably sourced product is defined as organic, low-impact and/or

recycled in line with our Environmental Policy.

Rationale – A measure of the level of sustainable product being

created by the Group – a proxy to the environmental impact, rather

than revenue performance. This metric tracks against the ambition

to be ‘the most sustainable listed fashion brand on the planet by 2030’.

39%

YoY movement (8.0)% pts

2023

2022

2021

39%

47%

33%

YoY movement 3.0%

Brand Heat

32.40

2023

2022

2021

32.40

31.44

30.60

Inventory days

Definition – Average of period inventory / Sum of last 12 months cost

price sold, multiplied by 365.

Rationale – A measure to track against reduction in overall inventory

through tighter buying practices, carry over of foundation product

(replenishment model) and more efficient use of clearance channels.

171 days

YoY movement (10) days

2023

2022

2021

171

181

206

Definition – In order to calculate Brand Heat, we use three measures

from an external WGSN-conducted interview of 17,500 people, which

includes over 100 measures asked across 300 retailers.

Brand Heat is a bespoke measure using a weighted average of the

percentage scores gathered from consumers for the below questions:

1. Prompted awareness (0.2): ‘When, if ever, have you bought from the

following?’ A consumer is counted where they responded ‘Purchased’,

‘Never purchased’, but not ‘Don’t know them’.

2. Consideration (0.4): ‘Please select all of the retailers you would

consider buying from?’ If Superdry is selected, the consumer will

becounted.

3. Appeal (0.4) across three of our key markets (UK, Germany and USA):

‘How would you describe your opinion of the following retailers?’

Aconsumer is counted where they responded ‘Love’ or ‘Like a lot’.

Respondents are able to complete the questionnaire once every six

months for brands they are aware of, not necessarily brands they have

purchased from.

Rationale – A measure of Superdry’s resonance among consumers

using the combined metrics of prompted awareness, consideration

and appeal. The measure captures continuing advances in marketing,

product assortment and consumer experiences.

2023 is for the 52 weeks ended 29 April 2023 and 2022 is for the 53 weeks ended 30 April 2022.

Superdry plc Annual Report 2023

Strategic Report → Key Performance Indicators

Financial

£(21.7)m£622.5m

2023

2022

2021

622.5

609.6

556.1

2023

2022

2021

(21.7)

21.6

(12.6)

Statutory profit/(loss)before tax (£m)

£(78.5)m

2023

2022

2021

(78.5)

17.6

(36.7)

Adjusted basic EPS (p)

(111.8)p

2023

2022

2021

(111.8)

36.0

(19.4)

Basic EPS

(181.3)p

2023

2022

2021

(181.3)

27.4

(44.0)

Net working capital** (£m)

£73.9m

2023

2022

2021

73.9

116.1

124.1

Closing net debt/(cash)* (£m)

£(25.6)m

2023

2022

2021

(25.6)

(1.0)

38.9

* ‘Adjusted’ and ‘Net debt/(cash)’ are used as alternative performance measures (APMs). A definition of APMs and explanation as to how they are

calculated is included in Note 35 to the Group and Company financial statements.

** Net working capital is defined as inventories plus trade and other receivables less trade and other payables. The statutory measures from which

it is calculated are included within the CFO Review on page 18.

2023 is for the 52 weeks ended 29 April 2023 and 2022 is for the 53 weeks ended 30 April 2022.

Adjusted profit/(loss) before tax* (£m)Group revenue (£m)

Superdry plc Annual Report 2023

Strategic Report → CFO Review

Reflections on 2023

The past twelve months have presented a challenging

environment for the UK retail sector, stepping out of the

pandemic and into a cost-of-living crisis. Whilst we have

made several important financial, operational and strategic

steps as we continue our turnaround programme, we have

also been presented with a number of challenges, not least

significant pressure on liquidity.

As a result of the weaker trading environment and a lagged

recovery from Wholesale, the Group found itself significantly

cash constrained. Whilst Peter and Julian have both touched

on the recapitalisation efforts made in the year, I would like

to provide some additional colour on the decisions we have

taken that have been critical in improving the Group’s

liquidity position.

Firstly, in December 2022, we agreed a new loan facility

of up to £80m, dependent on the level of inventory and

receivables in the business, and subject to a discretionary

availability cap. This incorporated a £30m term loan, for

three years with an option to extend for one further year,

with Bantry Bay Capital. This replaced the existing Asset

Based Lending Facility which was due to expire at the end

of January 2023. Given market conditions, the interest rate

of SONIA+7.5% on the drawn element was higher than

our previous agreement, but the revised facility is notably

covenant light. The facility came with a capping restriction,

which has been in place since the outset, and with the

‘This has been a challenging year for Superdry,

but I do believe that as a result of the decisions

we have taken and the actions implemented,

we find ourselves on a firmer footing. The Board

and I remain committed to the turnaround plan

and look forward to continuing to deliver

theprogramme as we move through 2024.’

CFO Review

FY23

£m

FY22

£m

Change

Stores 262.0 228.4 14.7%

Ecommerce 178.0 155.7 14.3%

Wholesale 182.5 225.5 (19.1)%

Group Revenue 622.5 609.6 2.1%

Stores 170.2 161.9 5.1%

Ecommerce 100.9 97.8 3.2%

Wholesale 57.3 81.7 (29.9)%

Gross Profit 328.4 341.4 (3.8)%

Gross Profit Margin % 52.8% 56.0% (3.2)%

Selling and Distribution Costs (306.6) (272.4) 12.6%

Central Costs (66.1) (70.2) (5.8)%

Other Gains 31.0 30.8 0.6%

Adjusted Operating (Loss)/Profit (13.3) 29.6 (144.9)%

Net Finance Expense (8.4) (8.0) 5.0%

Adjusted (Loss)/Profit Before Tax* (21.7) 21.6 (200.5)%

Adjusting Items

Fair Value Movement on Forward Contracts (10.4) 13.7 (175.9)%

IFRS2 Charge – Founder Share Plan – 0.6 –

Restructuring and Strategic (3.1) – –

Onerous Lease Provisions and Impairment Charges (43.3) (18.3) 136.6%

Total Adjusting Items (56.8) (4.0) –

(Loss)/Profit Before Tax (78.5) 17.6 –

Tax (Expense)/Credit (69.6) 4.8 –

(Loss)/Profit for Period (148.1) 22.4 –

* Adjusted operating (loss)/profit, adjusted operating margin and adjusted (loss)/profit before tax are defined as reported results before adjusting items

as further explained in Note 35.

Superdry plc Annual Report 2023

Strategic Report → CFO Review

advent of the second lien lender, we have reduced Bantry

Bay’s risk, and unlocked the full facility.

Furthermore, and as formally approved by shareholders

in May 2023, we agreed to sell the IP assets in certain

countries within the Asia Pacific region to our new strategic

partner, Cowell Fashion Company. This disposal raised

$50 million, or around £34 million net of transaction costs

and taxation and marked a significant step in our ongoing

turnaround programme. Also in May 2023, we completed an

equity raise equivalent to 19.1% of the Group’s existing share

capital, generating proceeds of approximately £11m, net

of fees.

In addition, since the financial year end, we announced in

August that we have unlocked a further £25m of borrowing

to help mitigate the headroom cap on our Bantry Bay facility.

This agreement was reached with Hilco Capital Limited and

is for a twelve-month term, with the option to extend, at an

interest rate of 10.5% plus the Bank of England base rate.

As with our Bantry Bay agreement, it is covenant-light,

giving us the necessary flexibility to navigate the current

challenging macro-economic environment and continue

to focus on delivering our turnaround plan and cost

reduction programme.

The steps we have taken over the course of the year to

improve our liquidity have been complemented by actions

taken internally to reduce costs and drive efficiencies. We

have identified initial cost savings of around £35m. These

will be achieved through estate optimisation, logistics and

distribution savings, better procurement, and continued

range reduction. Our efforts in this area are ongoing, but

they will enable us to deliver a material uplift to underlying

profitability over the medium term, as the steps taken last

year are fully realised in FY24.

However, with regards to profitability, we cannot ignore

what has obviously been a difficult year for the Group

with the statutory loss after tax of £148.1m materially

below expectations. This has largely been down to the

challenges of underlying trading I have outlined above

and detailed below.

Store sales showed signs of recovery from the period

of COVID disruption, with strong peak holiday sales

and growth of nearly 15% over the course of the year.

Following the Christmas holidays, what is traditionally a

slower trading period was exacerbated by the emerging

cost-of-living crisis and falling real wages, resulting in

slower sales than expected across all territories towards

the end of our fiscal year.

Our Ecommerce business delivered excellent sales from

our AW22 collection, particularly across third-party partner

sites, and this continued through to what was our best ever

Black Friday event. Trading remained robust throughout the

holiday period but saw a similar slow-down in the new year.

The launch of the SS23 collections also then saw a slow

start across both Retail channels due to the unseasonably

wet spring experienced across Europe.

Our Wholesale performance has lagged our own channel

performance as our partners have largely found it more

difficult to recover from the pandemic and continue to

remain cautious on stock levels and liquidity. This has led

to lower in-season orders and an overall decline across the

segment year-on-year. We have also lost a small number of

partners as the cost-of-living crisis affects smaller businesses.

The net result for the Group is an adjusted loss before tax

of £21.7m.

As part of the ongoing balance sheet control improvements,

which form part of the finance turnaround programme, we

have identified several necessary adjustments which impact

both this year and prior years. These legacy issues are now

fully identified, and we have taken steps to address them

and to put in place permanent fixes. They largely relate to

the processes for the assessment of the recoverability of

Ecommerce debtors and for review of store impairment

calculations. A one off prior year correction of £(3.7)m has

been recognised. Whilst it is disappointing to have to make

these adjustments, we continue to believe strongly that the

ongoing process improvements we are putting in place will

significantly reduce risk and create a better way of working

going forward.

We are also recognising net impairment charges of

£37.6m in relation to right of use assets, £3.4m in relation

to property, plant and equipment and £2.3m of onerous

property contract charges within our Stores segment. The

volatile trading environment and continued cost of living

crisis has resulted in a re-evaluation of future store growth

assumptions and, as a result of that more cautious outlook,

we have taken the exceptional charge of £43.3m.

Finally, we have also recognised a tax charge of £69.6m in

the year. This predominantly arises as a consequence of the

reduction in the recognised deferred tax asset from £66.3m

at FY22 to £nil in the current year. The £66.3m reduction in

the recognised deferred tax asset has materialised as a

revision to the Group’s outlook and material uncertainty.

Further commentary on all the adjustments can be found

below and an analysis of the tax position is set out in Note 14

and the key judgements commentary within these financial

statements. The remaining £3.3m of the total £69.6m charge

for the year relates to an in-year tax charge.

This has been a challenging year for Superdry, but I do

believe that as a result of the decisions we have taken

and the actions implemented, we find ourselves on a much

firmer footing. The Board and I remain committed to the

turnaround plan and look forward to continuing to deliver

the programme as we move through 2024.

Finally, I would like to thank all my colleagues at Superdry

for their efforts over the course of the year. Your hard work

is much appreciated.

Superdry plc Annual Report 2023

Strategic Report → CFO Review

Business performance

Group revenue increased 2.1% year-on-year to £622.5m

(FY22: £609.6m), largely driven by the strong performance

in our Stores and Ecommerce channels, offset by a weaker

performance within Wholesale.

Store sales increased 14.7% year-on-year to £262.0m as

our collections resonated with consumers and we saw traffic

shift back to physical retail post-pandemic. Ecommerce also

performed strongly, increasing sales to £178.0m, up 14.3%

year-on-year, with the reversion in consumer behaviour and

shift back to physical retail more than offset by a step-up

in performance on third party sites. Retail revenue, which

comprises our Stores and Ecommerce channels, was up

14.6% year-on-year, which helped offset the decrease in

Wholesale revenue. Our Wholesale revenue was £182.5m,

down 19.1%, as inventory build-up over the pandemic and

slower uptick in partner confidence drove weaker performance.

During FY23, gross margin decreased 3.2 percentage

points year-on-year to 52.8%. This was mainly a result of our

stock reduction programme, which has focused on clearing

remaining old stock and reducing the working capital needs

of the business. Stock levels have reduced from nearly 19m

units at the end of FY19 to under 10m units as at FY23 and

our work here remains ongoing. The margin dilution was also

impacted by the higher mix of third-party sales within our

Ecommerce channel, where commission charges are

included in the margin, as well as deferred price

increases within the Wholesale business.

Our adjusted loss before tax of £21.7m was impacted by a

slowdown in Retail trading in the second half of the year,

a return to more normalised rent payments, business

rates and store overhead costs, as well as increasing

wage inflation, all of which were exacerbated by the

underperformance and continued stock clearance

in Wholesale.

Retail revenue

Retail Revenue comprises sales across our Stores and

Ecommerce channels.

Retail Revenue

FY23

£m

FY22

£m

Change

Stores 262.0 228.4 14.7%

Ecommerce 178.0 155.7 14.3%

Total Retail Revenue 440.0 384.1 14.6%

Ecommerce Revenue as a

proportion of Retail Revenue 40.5% 40.5% –

Ecommerce Revenue as a

proportion of Group Revenue 28.6% 25.5% 3.1% pts

Stores

Store revenue had a strong year, increasing 14.7% on the

same period last year to £262.0m despite the pressures

from the emerging cost-of-living crisis, as consumers

continued to return to physical retail, and we had a full

year of open stores with no COVID-related closures.

Mainland Europe demonstrated a delayed recovery to

high street footfall post COVID, particularly in Belgium

and Germany, but had an extremely strong second half

of the year as consumers continued to regain confidence.

Mainland Europe sales were up 15.6% year-on-year.

Meanwhile, the UK and Republic of Ireland was up

15.4% and the Rest of World, which is only US stores, also

continued to recover strongly and closed the year up 8.5%.

We closed 12 stores in the year and opened 7 new stores in

the UK, the Netherlands and Germany, ending the year with

213 owned stores. We will continue to assess capital-light

new opportunities and necessary store closures as they arise.

Store Revenue by Territory

FY23

£m

FY22

£m

Change

UK and Republic of Ireland 142.8 123.6 15.4%

Europe 88.5 76.5 15.6%

Rest of World 30.7 28.3 8.5%

Total Store revenue 262.0 228.4 14.7%

Ecommerce

Ecommerce revenue is a combination of sales made through

our owned websites and those made online through third

parties. Whilst we have seen a shift back to physical trading,

our Ecommerce platforms have continued to perform

robustly with particularly strong performance across third

party channels, driving the year-on-year increase of 14.3% to

£178.0m. We are extremely encouraged by this performance

which validates the continued progress made on digital

improvements across our owned sites.

Third party channels include partner programme revenue,

where Superdry fulfils orders placed on partner websites.

The shift to a 100% partner programme with Zalando,

which was completed in the first half of 2023, has been

a significant driver of success online, particularly across

Europe where sales have increased 27.8% year-on-year.

Ecommerce Revenue by Territory

FY23

£m

FY22

£m

Change

UK and Republic of Ireland 78.2 76.8 2.0%

Europe 88.4 69.0 27.8%

Rest of World 11.4 9.9 16.2%

Total Ecommerce

Revenue 178.0 155.7 14.3%

Wholesale

Wholesale performance continues to lag the rest of the

Group as our partners, particularly across mainland Europe,

have continued to suffer from build-up of inventory and a

slower uptick in confidence in the aftermath of the pandemic

period. This has led to much lower levels of sales than

anticipated. In particular, low levels of dispatches in the first

half of the year of the higher valued AW22 inventory, as well

as poor weather in the second half of the year resulted in

less demand for our SS23 collection which has led to a

decrease in revenue of 19.1% year-on-year.

Superdry plc Annual Report 2023

Strategic Report → CFO Review

Nevertheless, performance in the UK and Republic of Ireland

was robust, up 14.0% year-on-year, partially offsetting the

decline in mainland Europe. Growth in the UK was largely

driven by additional clearance deals negotiated to continue

the reduction in historical stock.

It is also worth noting that Wholesale has also been

impacted by our growing third-party partner programme.

This is particularly the case in mainland Europe where

successful contracts with online retailers such as Zalando

have moved traffic away from Wholesale, and towards

Ecommerce. Nevertheless, whilst Wholesale continues to

present a challenging environment for us, it also represents

an extremely important part of the Superdry business,

and we will continue to work with our partners to

support their recovery.

Wholesale Revenue by Territory

FY23

£m

FY22

£m

Change

UK and Republic of Ireland 26.9 23.6 14.0%

Mainland Europe 108.6 148.8 (27.0)%

Rest of World 47.0 53.1 (11.5)%

Total Wholesale Revenue 182.5 225.5 (19.1)%

Gross margin

As a result of the aged stock clearance exercise, the

increased mix of third-party online sales and deferred price

increases in Wholesale, total gross margin has decreased

by 3.2 percentage points year-on-year to 52.8%. Whilst

we remain committed to our return to full price trading, the

margin continues to be impacted by our ongoing strategic

initiative to reduce the historic stock base and our efforts

in this area remain ongoing.

Gross Margin by channel

FY23

FY22

Change

% pts

Stores 65.0% 70.9% (5.9)% pts

Ecommerce 56.7% 62.8% (6.1)% pts

Retail 61.6% 67.6% (6.0)% pts

Wholesale 31.4% 36.2% (4.8)% pts

Total Gross Margin 52.8% 56.0% (3.2)% pts

Total operating costs

Total operating costs increased 9.6% to £341.7m.

Selling and distribution costs increased to £306.6m, largely

due to an increase in store overhead costs. The period

marked a return to a more normalised way of working and

therefore more normal cost levels following COVID related

relief, as well as a return to standard business rates. During

the period, we have also seen increases in our energy

costs as well as wage inflation, with a pay rise to our store

employees largely driven by statutory requirements. These

movements have been somewhat offset by our reduction

in headcount at head office as we continue to shape the

business, and cost base, more appropriately.

Central Costs are down 5.8% to £66.1m due to the absence

of bonus payments offset by additional IT costs associated

with system and process improvements and the migration

to cloud-based software from legacy systems which is

expensed not capitalised.

As announced in April 2023, and in line with our ambition

to reduce the Group’s cost base, we have identified initial

cost savings of over £35m, all of which have been externally

validated. These will be achieved through estate optimisation,

logistics and distribution savings, a headcount saving that

has already been completed, better procurement and

continued range reduction. We expect these savings to be

fully realised by the end of FY24, with costs to achieve them

primarily incurred in FY23. As a business we are continuing

to review further re-engineering options to achieve

additional savings and reaffirm the Group’s commitment and

sharp focus on cost efficiency as we move through FY24.

Other gains were higher in FY23 at £31.0m, up from £30.8m

in the year previous. This primarily comprises of royalty

income of £6.7m (FY22: £7.2m), lease modifications and

terminations under IFRS 16 of £13.1m (FY22: 16.8m), as well

as a £12.0m gain on foreign exchange (FY22: £12.0m), from

FX movements which is largely realised.

Operating Costs

FY23

£m

FY22

£m

Change

Selling and Distribution Costs (306.6) (272.4) 12.6%

Central Costs (66.1) (70.2) (5.8)%

Other Gains and Losses 31.0 30.8 0.6%

Total Operating Costs

pre-Adjusting Items (341.7) (311.8) 9.6%

Adjusted (loss)/profit before tax

Our finance expense in the year was £(8.4)m (FY22: £8.0m),

reflecting net interest expense/net bank interest of £(3.3)m

and lease liability interest of £(5.1)m. This results in an

adjusted loss before tax for the year of £(21.7)m, down

from an adjusted profit of £21.6m in FY22.

Adjusting items

As part of the ongoing effort to improve our balance sheet

control environment and strengthen our finance processes

and systems, we have identified several adjustments which

impact both this year, and prior years.

In respect of the prior financial year, we are making an

adjustment of £(3.7)m. This is comprised of a £(4.9)m

write-down to the balance recoverable from our Ecommerce

debtors, offset by a £1.2m credit from the incorrect disposal

of impaired stores. Clearly it is disappointing to be

discovering these adjustments at this stage, but it does

validate the improvements to systems and processes

introduced over the past twelve months, with the aim

of avoiding any recurrence of such issues in the future.

This is an ongoing journey but it continues to be a key

area of focus for the business as we move into FY24.

Further to the above, we are also taking additional charges

for impairment and onerous property contract related

provisions against our store estate. Given the volatility

observed in trading and continued cost of living crisis there

are clear indicators of impairment. Significant movements

in our internal forecasts for store performance mean that

at FY23, 132 stores have an impairment against them, with

a net impairment charge of £(41.0)m, primarily driven by

the UK and Germany. We are also taking a further charge of

£(2.3)m in respect of our Onerous property related contract

Superdry plc Annual Report 2023

Strategic Report → CFO Review

provision following utilisation of some of this provision

within the period. The entire estate is captured within the

onerous property related contract provision calculation,

of which 41 stores now have a recognised provision.

The combination of these factors results in an charge

of £(43.3m) being recognised in the year.

Additionally, a £10.4m charge has been recognised within

adjusting items in respect of the fair value movement in

financial derivatives (FY22: £13.7m gain), which has been

driven primarily by the relative weakness of Sterling against

the US Dollar at year-end, and its impact on forward

currency contracts, buying US Dollar with Sterling.

As a result, the statutory loss before tax is £(78.5)m, which

includes total Adjusting Items of £(56.8)m. The same number

at FY22 was a £17.6m profit, which included total Adjusting

Items of £(4.0)m.

Adjusting Items

FY23

£m

FY22

£m

Change

Fair Value Movement on

Forward Contracts (10.4) 13.7 (175.9)%

IFRS2 Charge –

Founder Share Plan – 0.6 –

Restructuring and Strategic (3.1) – –

OLP and Net

Impairment Charges (43.3) (18.3) 136.6%

Total Adjusting Items (56.8) (4.0) –

Taxation

The tax charge for the year is £69.6m (FY22: £4.8m credit).

The tax charge largely arises as a consequence of the

reduction in the recognised deferred tax asset from £66.3m

at FY22 to £nil in the current year. The £66.3m reduction in

the recognised deferred tax asset has arisen as a result of

the revision to the Group’s outlook and material uncertainty.

The remaining £3.3m of the total £69.6m charge for the year

relates to an in-year tax charge.

(Loss)/Profit after tax

Group statutory loss after tax for the year was £(148.1)m,

compared to a £22.4m profit at FY22. This reflects the

weaker underlying performance from the business, the

accounting adjustments and the tax expense.

(Loss)/Profit per share

Reflecting the loss made by the Group during the year,

Adjusted Basic EPS is (111.8)p per share (FY22: 36.0p).

Reported basic EPS is (181.3)p (FY22: 27.4p) based

on a basic weighted average of 81,668,940 shares

(FY22: 81,879,072 shares).

Dividends

Given the uncertain macro-economic outlook and the need

to maintain liquidity the board continues to believe it is not

prudent to recommend dividends in the near-term.

In addition, under the terms of our recent loan facility, the

Company is restricted from declaring, making or paying

dividends to shareholders without prior permission from

Bantry Bay, which cannot be unreasonably withheld.

At the end of the reporting period, there are no

distributable reserves.

Cash flow

Cash and liquidity management remains a critical priority for

the business and the steps we have taken throughout the

year have supported the Group in alleviating challenging

liquidity constraints. Nevertheless, the end of pandemic-

related support, as well as the challenging trading and

macro-economic environment have resulted in a drawdown

of £48.0m on our Asset Backed Lending (“ABL”) facility.

Net cash and cash equivalents were £22.4m at the period

end, but given the drawdown on our ABL facility, our net

debt is £(25.6)m. The drawdown on our financing facility

is a result of the underperformance in our Wholesale

division and costs returning to more normalised,

pre-pandemic levels, which left the business facing

significant liquidity constraints.

FY23 FY22

Change

Cash generated from

operating activities 49.4 47.2 4.7%

Tax (payment)/receipt (3.6) 0.4 –

Net cash generated from

operating activities 45.8 47.6 (3.8)%

Cash flow from

investing activities

Purchase of property, plant

and equipment (8.2) (10.4) (21.2)%

Purchase of intangible assets (6.4) (7.2) (11.1)%

Sale of Intellectual Property 4.0 – –

Net cash used in

investing activities (10.6) (17.6) (39.8)%

Cash flow from

financing activities

Lease incentives –

Landlord contributions 4.0 6.3 (36.5)%

Repayment of ABL facility (130.5) (146.3) (10.8)%

Drawdown of ABL facility 160.1 164.7 (2.8)%

Interest paid (10.2) (8.0) 27.5%

Interest received 1.8 – –

Proceeds from issue of shares 0.1 – –

Purchase of treasury shares – (2.0) –

Repayment of leases –

principal amount (56.3) (66.6) (15.5)%

Net cash used in

financing activities (31.0) (51.9) (40.3)%

Net increase/(decrease) in

cash and cash equivalents* 4.2 (21.9)(119.2)%

Cash and cash equivalents

at beginning of period 17.4 38.9 (55.3)%

Exchange (losses)/gains on

cash and cash equivalents 0.8 0.4 100.0%

Cash and cash equivalents at end

of period* 22.4 17.4 28.7%

* Net cash and cash equivalents includes overdraft

Superdry plc Annual Report 2023

Strategic Report → CFO Review

Working capital

Inventory units have decreased by another 2.8m units,

or 22.0%, to 9.9m units at the end of FY23 as we continue

with our targeted clearance activity of older stock. We are

committed to reducing this further into next year through

our focused reduction of the option count for each seasonal

buy. In line with the reduction in units, our inventory value

decreased during the period to £112.5m, down 15.2%

year-on-year. Trade and other receivables decreased 27.0%

to £82.2m in line with the reduction in Wholesale revenue,

whilst trade and other payables have also reduced, by 6.5%,

to £120.8m with the contraction in revenue offset by the

extension in trade terms.

Working Capital

FY23

£m

FY22

£m

Change

Inventories 112.5 132.7 (20.2) (15.2)%

Trade and Other

Receivables 82.2 112.6 (30.4) (27.0)%

Trade and Other

Payables (120.8) (129.2) 8.4 (6.5)%

Net Working Capital 73.9 116.1 (42.2) (36.3)%

Balance Sheet

Non-current assets were £107.6m for the Group at year-end,

down from £213.3m at the close of the previous financial year.

This was driven by a reduction in the value of Group property,

plant and equipment, which had a carrying value of £16.3m,

versus £23.4m at the end of FY22 and a further significant

reduction in right of use assets, which reduced in value by

£31.7m over the period, as well as the aforementioned

reduction in the deferred tax asset, which was written down

from £66.3m to £nil. Our right of use assets had a carrying

value of £48.5m (FY22 £80.2) at period end, with the

reduction due to the impairment charge taken during

the period.

Current assets reduced from £274.7m to £254.0m as a

result of the above-mentioned decrease in inventories

and trade receivables. This was offset somewhat by an

increase in cash and bank balances which rose to £58.2m

(FY22: £20.5m).

Current liabilities rose in the period to £275.7m

(FY22: £226.0m) as a result of the increase in our

borrowings, which were up from £21.5m to £83.8m.

Non-current liabilities were £139.0m for the Group, down

from £161.8m at the close of the previous financial year.

This was driven by a reduction in lease liabilities, which

fell from £151.2m at FY22 to £127.6m.

Our retained earnings reduced 58.6% in the year, from

£252.9m to £104.6m, resulting in total equity of £(53.1)m,

down from £100.2m at the close of the prior financial year.

Investment In Subsidiaries and

Intercompany Debtor Impairment

In the year the company has recognised an IFRS 9 loan

loss allowance on intercompany receivables of £121.0m

(2022: £9.6m credit) and an impairment charge of £67.2m

(2022: charge of £97.7m) on the Group’s investment in

subsidiary undertakings. The loss allowance relates

primarily to the Company’s subsidiaries in the USA (£65.6m),

Germany (£44.6m), the Netherlands (£10.7m) and Spain

(£0.1m). The impairment charge on the Company’s

investments of £67.2m is in respect of DKH Retail Ltd

(£59.6m), Supergroup Germany GmbH (£3.7m), Superdry

Retail Denmark A/S (£3.2m) and C-Retail Ltd (£0.7m).

Assessment of The Group Prospects

Going concern

The financial position of the Group, its cash flows and

liquidity position are set out in the financial statements.

Furthermore, the Group financial statements include the

Group’s objectives and policies for managing its capital, its

financial risk management objectives, details of its financial

instruments and exposure to credit and liquidity risk (please

refer to note 33).

Background and context

Like many businesses in the retail sector, the Group has

been through a period of unprecedented challenges over

recent years. The global pandemic resulted in the enforced

closure of stores, with many trading days lost. Despite a

resurgence of store visits in many European countries

following vaccination programmes and the lifting or easing

of restrictions in the Group’s key markets, footfall has still

not recovered to pre-pandemic levels.

The Russian invasion of Ukraine occurred in the second half

of FY22, and whilst the Group was not directly impacted, the

lasting effects of this on supply chains, the resultant input

price inflation and the consequential impact on consumer

confidence has increased the uncertainty in our forecasts,

particularly in the short term, and therefore further

challenges our ability to achieve the brand reset and the

financial objectives in our plan. On the 27 January 2023

profit guidance was reduced from £10m-£20m to broadly

break even as a result of the uncertainty discussed

above and underperformance of the wholesale channel.

Subsequently on 14 April 2023 profit guidance was

withdrawn after continued uncertainty within wholesale

and lower than expected retail performance.

Superdry plc Annual Report 2023

In response to the challenging macroeconomic conditions

and to partially offset the adverse impacts above, there are

several key mitigations that the Group has undertaken:

• Price rises ranging from 4%-6% across AW22 and SS23

and the introduction of delivery charges for all online

orders and returns.

• Increasing the mix of core product, which has a life of

more than one season, and consequently reducing the

clearance and buy cycle, which remains our largest

cash mitigation.

• Re-introducing targeted clearance activity in our stores.

• Identified and implementing a number of operational

savings and cost efficiencies across the Group.

• Restructured our loss-making US operations, reducing

the numbers of stores, closing our distribution centre and

fulfilling wholesale from the UK.

• Focussed reduction of working capital, reducing stock

held through lower purchases and targeted clearance,

and closer management of our wholesale debtor portfolio.

Borrowing Facilities

In December 2022, the Group refinanced its existing asset

backed loan (‘ABL’) of up to £70m with a new ABL facility

of up to £80m, limited by levels of inventory and receivables

held at any point in time, with specialist lender, Bantry Bay,

including a term loan of £30m. This new facility will expire

in December 2025.

At the year-end April 2023, £48.0m (£30m of which is the

term loan element) of the Asset Based Lending Facility

facility with Bantry Bay had been drawn down with the

Group net debt position at £25.6m (please refer to note 26).

The maximum drawdown on the ABL facility (HSBC/BNP)

in FY23 was £54.3m in October 2022, in line with the peak

working capital requirements of the Group.

In March 2023 the Group reached agreement with Cowell, a

company listed on the South Korean stock exchange, to sell

the Superdry’s intellectual property in certain countries in the

APAC region for $50m before fees and taxes, significantly

bolstering the liquidity position. The shareholder vote on this

transaction was concluded on 30 May 2023 and therefore

will be reflected in the FY24 report and accounts. It was also

agreed with the Group’s lenders to increase the borrowing

availability over the period until the funds were received on

the IP sale to provide additional funding. The net proceeds

(£34m) were received from the APAC deal in March and

May 2023.

In May 2023 the Group successfully completed an equity

raise with net proceeds totalling £11.4m.

In August 2023 a second lien ABL financing facility was

agreed with Hilco Capital Limited of up to £25m.

Base case

The Group’s going concern assessment covers the 12-month

period from the date of approval of the financial statements,

derived from the latest FY24 and FY25 forecasts in the

Group’s medium term financial plan (the ‘Plan’). Given the

downgraded profits as mentioned above as well as the

continued impact of the cost-of-living crisis which continues

to impact the wider retail sector and the Group, our trading

outlook has been adjusted to reflect these uncertainties

which were updated and board approved in June 2023.

The most significant assumptions in this revised set of

projections are:

• All trading channels benefit from ongoing product

improvements, operational initiatives and marketing

activity to support the brand reset which began in October

2020, the full benefit of which is not yet realised, given the

challenging macroeconomic environment. This benefit is

offset by pressure on all trading channels as a result of

the cost-of-living crisis impacting consumer spending.

• Store trading is predicted to decline year-on-year with

negative like for like forecasts over the duration of FY24

and through FY25 when adjusted for the impact of COVID

on comparable periods. The net number of stores is

expected to reduce which will impact top-line

revenues but drive greater profitability.

• Ecommerce revenues are projected to grow, driven by

new 3

party site openings, the annualization of charging

for delivery and returns on our own sites and the resultant

returns rate reduction.

• Wholesale revenues are projected to decline significantly

into FY24 as a result of lower order book placings for

autumn winter and spring summer reflecting the stock

overhang from the pandemic-impacted trading of

FY20-FY22. FY25 wholesale revenue is projected to be

flat to FY24.A significant cost cutting programme across

all areas of the business more than offset inflationary

pressure through FY24 and FY25. Cost cutting measures

include regearing of leases, payroll and marketing savings,

central cost savings, logistics savings as well as the

closure of the US DC.

In assessing the Group’s going concern status the Directors

considered the base case (with the assumptions outlined

above) and a reasonably possible downside scenario

involving a reduction in revenue combined with lower

achieved cost savings, which includes a requirement for

additional financing in line with our working capital cycle

without any mitigating actions.

Reverse Stress Test

Given the base case reflects the results of the turnaround

plan and due to the current macroeconomic uncertainties

already discussed, there is uncertainty around the Group

achieving its targets and therefore a scenario has been

modelled that assumes a reduction in the sales plan and not

achieving the full scope of the cost out programme. These

have been modelled as a reverse stress test. The reverse

stress test models the decline in sales and the reduction in

cost savings that the Group would be able to absorb before

Strategic Report → CFO Review

Superdry plc Annual Report 2023

requiring additional sources of financing in excess of those

that are committed.

The reverse stress test scenario shows that, without any

mitigating factors or contingency, a reasonably feasible

downside scenario in sales and missing the cost savings

would require funding in excess of our available facility at

certain points in the year. A 2.6% deterioration in trading

coupled with a 2.6% increase across the entirety of the

Group’s cost base would result in a breach of facility limits.

The facility availability is dependent on the position of

receivables and inventory at each reporting month-end.

However, the Group continues to manage its cash flow

and is considering further options to improve liquidity

along the lines of those already delivered to mitigate

any potential shortfall.

This assessment is linked to a robust assessment of the

principal risks facing the Group, and the reverse stress test

reflects the potential impact of these risks being realised.

Summary

The financial statements continue to be prepared on the

going concern basis. This conclusion is based on the

Group’s current forecasts, sensitivities and mitigating

actions available. With the continued challenges in the

macro environment, coupled with the headroom on the ABL

facility, the Directors note that until key mitigations can be

actioned with certainty, there exists a material uncertainty

related to Going Concern. This may cast significant doubt

over the Group’s ability to continue as a going concern until

said mitigations result in cost savings sufficient to increase

headroom over the ABL facility and therefore, the Group

may not be able to realise its assets and discharge its

liabilities in the normal course of business.

The material uncertainty related to Going Concern arises

due to:

• The limited headroom within the current funding

facilities in the context of an uncertain macro-economic

environment in lieu of any additional financing (including

any future IP deal similar to agreement for APAC region);

• The ability of the Group to operate within existing

committed financing facilities from the Group’s forecasts,

which may be affected by continued uncertainty in the

macro-economic environment;

• The ability of the Group to successfully deliver the

proposed cost out initiatives in the projected timeframe,

given the scope and material nature of said savings.

After considering the forecasts, sensitivities and mitigating

actions available to Group management and having regard

to the risks and uncertainties to which the Group is exposed

(including the material uncertainty referred to above), the

Group directors have a reasonable expectation that the

Group has adequate resources to continue in operational

existence for the foreseeable future, and operate within its

borrowing facilities and covenants for the period 12 months

from date of signature. Accordingly, the financial statements

continue to be prepared on the going concern basis.

Viability Statement

In line with the UK Corporate Governance Code, the

Directors have assessed the prospects of the Group over

a longer period than that required by the ‘going concern’

provision. The Directors have assessed the viability of the

Group over the five-year period through to FY28 using the

medium-term financial plan. The five-year viability period

coincides with the Group’s strategic review period. The Plan

assumes the successful implementation of the turnaround

strategy to reset the brand, reversing the decline in

performance which began in FY19 and has been

exacerbated by the impact of Covid-19 and the cost-of-

living crisis, implement cost savings, and return the Group

to historic profit margins whilst delivering long term growth.

However, the Directors recognise that the prevailing

conditions make it challenging to forecast future outcomes.

The viability assessment has considered the potential

impact of the principal risks on the business, in particular

future performance (including the success of the brand

reset and turnaround strategy, and the broader economic

recovery) and liquidity over the duration of the Plan. In

making this statement, the Directors have considered the

resilience of the Group under various market conditions,

together with the effectiveness of any mitigating actions

and the availability of financing facilities.

The assessment has been made, at the date of signing these

accounts, with reference to:

• The Group’s financial position at the year ended 29 April

2023 including the current and forecast funding position

and the Directors’ expectation that funding will be available,

• The Group’s strategy and business plan;

• The Board’s risk appetite;

• The Group’s principal risks and uncertainties and how

these are identified, managed and mitigated;

• The Group’s going concern assessment; and

• The external environment that the Group operates within.

In the short term, the viability of the Group is impacted by

the limited headroom over its financing facilities given the

uncertain macro-economic environment and the execution

of the cost out programme, discussed in the Going Concern

section. The Group is expected to return to profitability over

the course of the Plan, stabilise the liquidity position and

return to cash generation.

Based on this assessment, the Directors have a reasonable

expectation that the Group will have sufficient resources

to continue in operation and meet its liabilities as they fall

due over the period to April 2028, taking into account the

need to resolve the material uncertainty relating to liquidity

headroom. However, a significant sustained downturn either

in the wider economy or through strategic failure, would

threaten the viability of the business over this five-year

assessment period.

Shaun Wills

Chief Financial Officer

31 August 2023

Strategic Report → CFO Review

Superdry plc Annual Report 2023

Strategic Report → Non-Financial and Sustainability Information Statement

Non-Financial and Sustainability

Information Statement

The table below shows where information required to be disclosed under sections 414CA and 414CB Companies Act 2006

can be found in this Annual Report.

Reporting requirement Annual Report section(s)

Page

number Policies and standards

Environmental matters

(including climate-

related financial

disclosures)

TCFD Statement

Sustainability report and KPIs

Section 172 Statement and Stakeholders

How We Manage Our Risks

Our Mission

Environmental Policy*

Sustainable Development Goals (SDGs)*

Chemical Compliance*

CDP Climate Change Disclosures*

Animal Welfare Policy*

Employees Sustainability Report

People Report

Section 172 Statement and Stakeholders

Directors’ Remuneration Report

Code of Conduct

Health and Safety Policy

Whistleblowing Policy

Diversity, Inclusion and Equality Policy*

Board Diversity and Inclusion Policy

Flexible Working Policy*

Education and Professional

Qualifications Policy

Maternity, Paternity and Shared Parental

Leave policies

Values

Gender Pay Gap report*

Social and community

matters

Sustainability Report

Section 172 Statement and Stakeholders

‘Give Free Time’ initiative

Human rights Sustainability Report 36 Diversity, Inclusion and Equality Policy

Ethical Trading Code of Practice*

Migrant Worker Policy*

Modern Slavery Statement and Policy*

Customer Privacy Policy

Employee Privacy Notice

Anti-bribery and

corruption matters

How We Manage Our Risks

Corporate Governance Report

Directors’ Report

105

Anti-Bribery and Corruption Policy*

Code of Conduct

Business model Business Model

CEO Review

CFO Review

Sustainability Report and KPIs

Financial KPIs

Principal risks and

uncertainties

How We Manage Our Risks 47 Risk Management Policy

Non-financial KPIs Sustainability Report and KPIs 36

* Our policies can be found at corporate.superdry.com.

Superdry plc Annual Report 2023

Strategic Report → Section 172 Statement

Throughout FY23, the Board continued to

act, in good faith, to promote the long-term

success of the Company under section 172(1)

of the Companies Act 2006, whilst having

regard to the matters set out in sub-sections

(1)(a) to (f).

Our stakeholders and the engagement processes

Stakeholder/why

they are important

What matters

to them

Engagement

processes

How feedback

reaches the Board

Shareholders

Providers of capital and

have a financial interest in

our performance

• Financial results

• Dividends and earnings

per share

• Environmental, social and

governance matters

• Strategy

• Efficiency

• Remuneration

• Annual General Meeting

• Annual/interim results

• Corporate website

• Consultation with investors

and advisory agencies

• Investor events

and roadshows

• Investor sustainability

indices (e.g. CDP)

• Stock market news

• Direct liaison through

corporate brokers

• Social media

• Company Secretary and

Investor Relations inboxes

• Investor Relations updates

and analysis

• Corporate broker reports

and presentations

• Face-to-face meetings

and correspondence

with investors

• In-person engagement

at the AGM and at

investor events

• Media reports

• Reports from investor

advisory agencies

Environment

Central to our mission

and to our sustainability

objectives and initiatives

• The impact of the

Group’s operations on

the environment, e.g., CO

emissions, use of plastic

packaging, organic cotton

production, sustainable

farming practices

• Sustainable

Development Goals

• Sustainable stories on

our websites

• Social media

• Engagement with organic

cotton farmers – please

refer to the Sustainability

Report and targets

on pages 36 to 43

• Awards/recognition of

our work

• Sustainability reports

and presentations

• Supply chain reports

and ‘deep dives’

• Sustainability news

on Workplace (internal

communications platform)

Community/wider society

Help us to be a

responsible business as

we pursue our mission,

sustainability ambitions

and targets, and our

governance objectives

• Corporate governance

• Health and safety

• Employment

and conditions

• Charitable donations

• Environment

• Sustainability

• ‘Family and friends’ events

• Student placements and

work experience

• Jobs

• Support for local charities

• Health and Safety reports

• Reports and presentations

to the Board by the SD

Voice (employee

engagement group)

• Sustainability news

on Workplace

The Board recognises that the medium and long-term

success of the Group and its social licence to operate are

linked to value creation for the Company’s stakeholders.

Whilst it aims to act in the best interests of all stakeholders,

such interests often conflict one another; the Board will

therefore pursue decisions that it believes will help

todeliver our strategy. This, in turn, serves the interests

ofthe Company and its stakeholders for the longer term.

The following pages outline how the Board engages with

our stakeholder groups to ensure their priorities inform

decision-making.

Section 172 Statement

Superdry plc Annual Report 2023

Strategic Report → Section 172 Statement

Stakeholder/why

they are important

What matters

to them

Engagement

processes

How feedback

reaches the Board

Customers – retail and trade

Our customers

are vital to our

performance

• Value for money

• Accessibility of product

• Garment quality

and reliability

• Design

• Customer service

• Store or website

experience

• Sustainability and

ESG matters

• Direct contact in stores

• Global Sales Meeting

for wholesale and

franchise partners

• Monitoring and reporting of

sales, footfall, website traffic

and internet search analyses

• Customer satisfaction surveys

• Customer services

• Social media and websites

• Annual Report

• KPIs

• Financial, sales, trading and

footfall reports, analysis

and KPIs

• Trading analysis and sales

data is shared with the

Board on a weekly basis

• Customer ratings

and feedback

• Internal KPIs to measure

brand awareness

• Previews of seasonal

collections

Colleagues

People are central

to the successful

delivery our strategic

objectives

• Employment

• Pay and benefits

• Job security

• Work/life balance

• Mental health

• Equality and diversity

• Career opportunities

• Sustainability

• Health and safety

• SD Voice meetings and

feedback from colleagues on

performance and that of the

Non-Executive Director (NED)

for workforce engagement (see

the People report on page 44

for more information)

• ‘Pulse’ surveys

• Senior Women’s Forum

• Diversity and Inclusion Forum

• Workplace

• Staff events such as virtual

meetings ad town hall events

• ‘Threads’ magazine for store

colleagues

• Sustainability Warriors –

employee representatives

who consult on sustainability

strategy progress and initiatives

• NED for workforce

engagement attends

SD Voice meetings

• People reports

• Results of ‘Pulse’ surveys

• SD Voice reports and

presentations to Board

• Diversity and inclusion

reports (see the People

report on page 44 for

further information)

• Health and safety reports

• Workplace

‘Superdry’s strategic house, built

on a solid foundation, stands firm.

I’m inspired by the opportunity

toinfluence the next phase of the

successful Superdry journey.’

Sam Lee

Head of Strategic Planning

MAKE IT HAPPEN

Superdry plc Annual Report 2023

Stakeholder/why

they are important

What matters

to them

Engagement

processes

How feedback

reaches the Board

Suppliers and contractors

We recognise that

relationships with

suppliers and contractors

are important to our

financial performance

• Payment terms

• Fair contractual

arrangements

• Communication

• Success of Superdry

• Anti-bribery and corruption

• Ethical behaviour

• Corporate governance

• Sustainability

• Supplier conferences

• Face-to-face meetings

and visits

• Day-to-day contact

between colleagues

and suppliers

• Modern Slavery Statement

• Superdry Supply Chain

Ethical Trading page

ofcorporate website and

Ethical Trading Code

of Practice

• Respect programme

• Contact with Superdry

Legal or Property teams

• Operational updates

inCEO Review

• Supply chain deep dives

at Board meetings

• Risk Committee updates

to the Audit Committee

• Ethical compliance

audits and reports to

the Audit Committee

Media

How the media reports

on our activities impacts

wider perceptions

of Superdry

• Reports and stories

• Regular communication

• Sustainability

• News releases/stories

• Stock market

announcements

• Interviews

• Visits and meetings

• Social media

• Websites

• Reports circulated

to the Board from our

communications advisers

Government and regulators

Open and transparent

interactions with

government and

regulators help us

maintain high standards

of business conduct

• Compliance with law

and best practice

• Corporate governance

• Health and safety

• Modern slavery

• Data security

• Policies and procedures

• Meetings/briefings

• Consultations

• Dialogue with trade bodies

• Specialist advisers

• Interactions with

tax authorities

• Legal, governance and

risk reports

• Legal and regulatory

briefings

• Deep dives on areas

ofrisk as they arise

Strategic Report → Section 172 Statement

Superdry plc Annual Report 2023

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

We recognise the importance of considering climate-

related change in our business decision-making, given

the increasing threat that climate change poses to the

environment we operate in. We acknowledge that adopting

the recommendations of the Task Force on Climate-related

Financial Disclosures (TCFD) is an important step in

transitioning to a low-carbon economy.

The long-term success of our business will be subject to the

environmental sustainability of our operations and our ability

to manage existing and emerging climate-related risks on

our performance.

TCFD recommendation Where to find our disclosures

Governance – Disclose the organisation’s governance around climate-related risks and opportunities

a) Describe the Board’s oversight of climate-related risks

and opportunities.

TCFD – Governance, page 31

b) Describe management’s role in assessing and managing climate-

related risks and opportunities.

TCFD – Governance, page 31

Strategy – Disclose the actual and potential impacts of climate-related risks and opportunities on the

organisation’s businesses, 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.

TCFD – Strategy, page 33

How We Manage Our Risks (climate-related risks)

page 48

b) Describe the impact of climate-related risks and opportunities on

the organisation’s businesses, strategy, and financial planning.

TCFD – Strategy, page 33

c) Describe the resilience of the organisation’s strategy, taking into

consideration different climate-related scenarios, including a 2°C

or lower scenario.

TCFD – Strategy, page 33

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.

How We Manage Our Risks (climate-related risks),

pages 48 and 49

b) Describe the organisation’s processes for managing

climate-related risks.

How We Manage Our Risks (climate-related risks),

pages 48 and 49

c) Describe how processes for identifying, assessing, and managing

climate-related risks are integrated into the organisation’s overall

risk management.

How We Manage Our Risks (climate-related risks),

pages 48 and 49

As sustainability and responding to climate change is a key

component of the Group’s strategy, our TCFD-aligned

disclosures can be found throughout this report.

The table below shows how the disclosures in this report

align to the TCFD recommendations and where the relevant

information can be found. Responding to climate change

isacore aspect of our strategy, which has been expanded

onin the Strategy and Governance sections below.

Superdry plc has complied with the requirements of

LR 9.8.6R (8) by including climate-related financial

disclosures consistent with the TCFD recommendations

and recommended disclosures.

Task Force on Climate-related

Financial Disclosures (TCFD)

Superdry plc Annual Report 2023

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Governance

Board oversight

The Superdry plc Board meets at regular intervals

throughout the financial year. The Board consists

ofExecutive Directors (the CEO and the CFO) and

independent Non-Executive Directors.

The Board is accountable for overseeing the management

of risks and opportunities within the business and delegates

responsibility for the oversight of risk management to the

Audit Committee, which meets at least four times during

the financial year.

Climate and environmental sustainability are included in our

risk register, which is reviewed by the Head of Internal Audit

and Risk, Head of Sourcing, Ethical & Sustainability and the

Chief Operating Officer (COO, who is responsible for global

sourcing and sustainability) quarterly and at the Risk

Committee. This risk is also captured in our principal

risks and uncertainties (PRUs) and in this report.

Quarterly updates of our PRUs are provided to the

Audit Committee by the Head of Internal Audit and Risk.

An external Board evaluation was completed in May 2022,

by independent Board evaluator Bvalco, which included the

consideration of environmental matters and Board member

experience. As environmental, social and governance (ESG)

policy areas evolve, we will regularly review our governance

structure, accountability and oversight in relation

toESG matters.

Management’s role in managing the

climate-related risks and opportunities

Our CEO is ultimately responsible for managing

climate-related risks and opportunities; he approves

the sustainability strategy, with the COO is accountable for

defining and setting the targets. The strategy is underpinned

TCFD recommendation Where to find our disclosures

Metrics and targets – Disclose the metrics and targets used to assess and manage relevant climate-

related risks and opportunities where such information is material

a) Disclose the metrics used by the organisation to assess

climate-related risks.

Lead Through Sustainability (see KPIs 1-6 related

toclimate risk), pages 36

Environmental and Climate Disclosures, page 37

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse

gas (GHG) emissions, and the related risks.

Streamlined Energy and Carbon Reporting (SECR)

(Scopes 1 and 2), pages 40 and 41

Scope 3 (indirect emissions), page 41

c) Describe the targets used by the organisation to manage climate-

related risks and opportunities and performance against targets.

Targets

Lead Through Sustainability, page 36

Environmental and Climate Disclosures, page 37

Performance

Environmental and Climate Disclosures, page 37

Streamlined Energy and Carbon Reporting (SECR)

(Scopes 1 and 2), pages 40 and 41

Scope 3 (indirect emissions), page 41

by three pillars: low-impact materials, net zero and

communicating with integrity. Initiatives in place to

deliver the low-impact materials and net zero pillars

ofour sustainability strategy will have a clear impact

onour decarbonisation pathway and our climate strategy

in support of the Paris Agreement, playing an active role to

limit the global temperature rise to 1.5°C. Net zero emissions

means that we will have no net impact on climate change

from our carbon emissions, through drastic reductions and

balancing the remainder through carbon removals. The

impact of the KPIs listed under the headings ‘Low-impact

materials’ and ‘Net zero’ will be tested in FY24 as we align

with the Science Based Targets initiative (SBTi), following

our public commitment to certify our net zero target in line

with their near- and long-term horizons.

The CEO has responsibility for the approval of budgets,

business plans and major capital expenditure. The overall

budget and Five-Year Plan are approved by the Board each

year. The COO regularly provides updates on sustainability

(including environment/climate) opportunities, performance,

and any emerging risks to the Company or brand to the

Executive Committee. Superdry has a centralised global

sustainability team, led by the COO, who has direct

responsibility for the delivery of the climate and

environmental sustainability strategy and performance

against agreed targets. The COO actively monitors and

assesses climate impacts. There is also an established

Sustainability Warriors forum, which acts to make

improvements across our climate and environmental focus

areas, and actively engages with customers and colleagues

to create awareness of Superdry as a sustainable brand.

Climate-related matters and relevant performance metrics

associated with our sustainability KPIs are considered

when setting the remuneration of our Executive Directors.

The sustainability KPI is also used as a basis to assess

performance of our Leadership team and colleagues.

1. The relationship between climate risk and opportunity will be reviewed as we evolve our strategy over the coming months and will be updated as part

of the annual report process.

Superdry plc Annual Report 2023

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Governance of sustainability at Superdry

Superdry plc

Board of Directors

Receives sourcing and sustainability reports at each scheduled Board meeting (included in CEO report)

Both the CEO and the COO are members of the Executive Committee. The CEO is an Executive Director on the Board of

Superdry plc. The COO reports to the CEO.

Policies, procedures and training

Chief Executive

Officer

Responsible for

approving the

sustainability

strategy

Executive

Committee

Receives regular

sustainability

updates and

briefings

Head of Sourcing, Ethical

and Sustainability

Sourcing and Sustainability

teams

Global sourcing offices

The Head of Sourcing, Ethical

and Sustainability works with

internal and external teams to

deliver strategic initiatives

reporting and progress tracking

Sustainability Warriors

Sustainability Warriors are

representatives from each

department and region across

Superdry who meet monthly to

consult on sustainability strategy

progress and initiatives and to

raise new ideas for development

Risk

Committee

Assesses new

or emerging

sustainability and

sourcing risks

Incident

Management

Team

Chief Operating

Officer

Audit Committee

Receives quarterly

principal risk and

uncertainties (PRUs)

reports, one of which

relates to climate risk

Stakeholders

• Shareholders

• Environment

• Community/wider

society

• Customers –

retail and trade

• Colleagues

• Suppliers/

contractors

• Media

• Government/

regulators

Superdry plc Annual Report 2023

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Strategy

We recognise that the long-term success

of Superdry will depend on the social and

environmental sustainability of our operations,

the resilience of our supply chain and our ability

to manage the impact of climate change.

Sustainability is a key pillar of our strategy. That focus on

sustainability is also embedded in our financial reporting

and management incentivisation. The remuneration of the

Executive Directors and senior management includes

aspecific sustainability KPI.

This continued focus on ESG has resulted in reaching the

‘A’ List for climate disclosure with the CDP, placing Superdry

in the top 1.5% of reporting companies; and ranking 15 out

of 500 overall and topping the list of UK-based fashion

companies in the Financial Times index of Europe

Climate Leaders in 2023.

Strategy and scenario analysis

In aligning with the TCFD recommendations, we have

considered the impact of climate-related risks on Superdry’s

business, strategy and financial planning across our products,

our operations, and our supply chain. This includes an

assessment of the impact of the most material risks with

respect to the future potential scenarios that may crystallise

in terms of global average temperature rises.

We continue to measure our performance through seven

core KPIs across three core pillars which capture our

most material risks and opportunities. This year we

aligned our pathway to net zero with the Science Based

Targets initiative methodologies, with near- and long-term

decarbonisation pathways of -50% by 2030 and -90%

by2040 aligned with a 1.5°C future. Further information

isprovided in the Sustainability Report on page 36, with

more detail on the individual initiatives in our standalone

Sustainability Report, available at corporate.superdry.com.

Though we believe Superdry’s strategy would allow us

to be part of the solution to limit global temperatures, we

recognise that the 1.5°C and 4°C scenarios reflect a ‘best’

and ‘extreme’ case, based on the information available

today. At this stage, we have considered both scenarios

together (i.e. 1.5°C and 4°C temperature increases) and their

potential impact on the business. We will keep the future

scenarios under regular review and update our climate

risk assessments accordingly.

While forecasting with accuracy over this period is

extremely challenging, our analysis concludes that the

scenarios would present financial risks to Superdry,

particularly a 4°C scenario. Qualitative disclosure has

therefore been provided in this report as a first step in

transparent disclosure. With the support of our Finance

team, we have monitored our sector for quantitative

scenarios of relevance to us, but to the best of our

knowledge, these do not yet exist. We will continue to

monitor the situation and will revisit our ability to provide

a quantitative disclosure within next year’s report, subject

to further sector-specific information becoming available.

We are aware that the impacts of climate change will very

likely have catastrophic effects on people and businesses

and therefore are committed to fighting to limit the rise in

global temperature as far as possible. As a result of this,

and to ensure the Company is building its resilience to

temperature rises, we have incorporated the impact of

climate change into our strategy, with sustainability being

one of our key pillars (see the Strategy in Action section

on page 13). The actions and targets we are committed

towithin this pillar have been prioritised, alongside the risk

mitigations outlined below, as we believe they are best

placed to enhance the Company’s resilience to climate

change on a larger scale.

The impacts of climate change present risks to our business,

strategy and financial planning; however, we accept that

there are also opportunities arising from the current and

inevitable future impacts of climate change that we can

capture in order to help limit global temperatures further.

For the purposes of assessing the risks, the time horizons

we used were as follows:

Short term (S): 0-1 year

Medium term (M): To 2030 (1-7 years)

Long term (L): To 2040 (7-17 years)

The process for assessing and identifying climate-related

risks is the same for all principal risks and is explained in

How We Manage Our Risks on page 48. In our view, based

on likelihood and impact, the material risks and opportunities

would most likely manifest in the medium or long term

as follows:

• Supply chain pressures, particularly raw material costs

forexample, may impact our cost base and profit margins;

• Consumer demand volatility in terms of discretionary

spend and also shopping habits, for example, may

impact revenue;

• Decreased productivity from environmental disruption

and extreme weather events, for example, may impact our

revenue and costs if this causes an increase in pressure

on consumer demand and supply chain operations;

• Regulatory changes and frictional trading costs, including

potential carbon taxes, for example, may impact the profit

after tax; and

• Growing expectations for responsible conduct from

stakeholders, including investors, lenders and consumers,

may impact our brand.

We acknowledge that these risks may vary across the

geographies we operate in.

Superdry plc Annual Report 2023

We have considered the potential for the financial

statements to be impacted by climate change (in the above

paragraph) and highlighted how the risks and opportunities

would likely manifest in the statement of comprehensive

income. On the balance sheet, the long-term assets which

might be at risk from climate change are largely property,

plant and equipment, the majority of which relate to leases

for retail stores and computer equipment. While these

assets could be impacted by climate change, their average

useful life is less than six years, which is medium term, and

consequently we have more visibility on the likelihood of

these risks materialising and, therefore, the corresponding

impairment risk is reduced.

Though Superdry in isolation cannot solve climate issues,

we are implementing a number of initiatives and operational

changes in our strategy that will help mitigate these impacts.

Further details of our other initiatives can be found in the

Sustainability Report available at corporate.superdry.com.

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Risk Category

As per How We

Manage Our Risks,

pages 47 to 61 Risk Opportunity Materiality Mitigation

Chronic physical

risk (L)

Supply chain cost

pressures arising

from raw material

shortages.

Scenario 1:

Cotton crops fail

and availability

of virgin cotton

materials declines,

with associated

cost increase.

Opportunity

to gain better

resilience in

the supply

chains through

investment.

High – Cotton

was included

in 68% of

Superdry

garments in

FY23 and is

a crop reliant

on natural

weather

patterns.

Invest in cotton supply chains to build resilience:

• By FY25 65% of our cotton usage will be from

organic, in conversion or recycled sources

(KPI 1, page 36);

• 20,000 farmers converting from conventional

to organic cotton to supply Superdry products

(KPI 2, page 36); and

• 10% of our cotton usage will be recycled

cotton – including self-generated pre-consumer

recycled cotton from off cuts and wastage.

Market and

technology (S, M)

Consumer demand

volatility from lower

discretionary spend

and changing

shopping habits.

Opportunity

to enhance

reputation and

brand value

through using

quality product,

considering

trends and

through

inventory

efficiency.

High

Mission: #1 Premium, Sustainable Style

Brand– opportunity to enhance reputation

and brand value:

• Quality metrics: We produce long-lasting,

high-quality product (not fast fashion);

• Vintage and reuse trends; and

• Inventory efficiency and full-price

trading, leading to higher sell-through

(and therefore fewer garments produced

to deliver same revenues).

Acute physical

risk (S, M, L)

Decreased

productivity from

environmental

disruption and

extreme weather

events.

Scenario 2:

Availability of most

efficient freight

routes decreases,

with associated

cost increase.

Opportunity to

implement

productivity

solutions that

help mitigate

effects of

potential

environmental

disruptions and

weather events.

High – 79%

of Superdry

production is

shipped from

India and the

Far East.

• Net zero and renewable energy targets aim

toreduce reliance on fossil fuels, aligned

withScience Based Target methodology.

• R&D investment – lower impact and more

resilient new materials;

• Increasing our Retail test orders focusing

onnear shore capabilities;

• Production closer to home and adopting

modes of transport that are lower carbon

and more resilient;

• Reducing the risk of over buying bulk stock

on new untested product lines; and

• 99% of stock volume is transported from

factory to warehouse via sea, road and rail;

inbound airfreight is capped at 1% from FY23.

Superdry plc Annual Report 2023

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

As per How We

Manage Our Risks,

pages 47 to 61 Risk Opportunity Materiality Mitigation

Current and

emerging

regulation (S)

Evolving

requirements

at international,

national, and state

level meaning

increased costs

for high carbon

activities, threats to

market access and

increased focus

on liabilities.

Scenario 2:

Availability of most

efficient freight

routes decreases,

with associated

cost increase.

Through

considering the

international

requirements,

increased costs

and threats

to market

access can be

considered and

controlled.

High

Local offices in all key source markets continue

to monitor changes to environmental legislation

and monitor its implementation through our

supply base:

• Dedicated central sustainability team tracking

changes to reporting legislation in key

markets; and

• Quarterly reporting to the Audit Committee

covering all core changes to environmental

compliance requirements.

Reputation (S)

Growing

expectations for

responsible conduct

from stakeholders,

including investors,

lenders, and

consumers.

Scenario 3:

Investors, lenders

and consumers

benefit from

Superdry achieving

our mission

statement,

and targets.

Opportunity

to increase

reputation

by aligning

to the growing

expectations of

the stakeholders.

High –

Superdry’s

strategic

ambitions have

sustainability

at their core

and aim

to ensure

stakeholder

expectations

are met on

responsible

conduct

through

transparent

reporting.

• Mission statement #1 premium, sustainable

style brand – opportunity to enhance

reputation and brand value;

• Leading through sustainability- this is a core

strategic pillar with market-leading KPIs and

annual reporting of progress through

Sustainability Report;

• Communicating with integrity is one of

three principles underpinning the

sustainability pillar;

• Drive to communicate our journey via all

touchpoints. We continue to deliver the Better

Choices, Better Future campaign across our

customer base from June 2022; and

• Dedicated sustainability function and over

50 Sustainability Warriors in place to

continuously deliver impactful change.

Having assessed the above scenarios and in line with How We Manage Our Risks on page 47, we do not believe there is

any immediate material financial risk

or threat to our business model, as the above challenges are more likely to present

themselves in the medium or long term. The quantitative analysis produced from modelling different climate change scenarios

will be directly used in financial planning in response to climate change in future years. We acknowledge that some of the

PRUs identify some climate-related exposure that may materialise in the short term, e.g., transitional risks: however the

likelihood and impact are not considered to be material given the relevant mitigations the Group has in place, as detailed

in How We Manage Our Risks on page 47.

1. Material financial risk is defined as a reduction in profit of in excess of £10m as per the Company’s Risk Management Policy.

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

With the aim of creating a better future – not just for the brand but also for the planet – we have taken significant steps this

year towards our mission to become the #1 Premium, Sustainable Style Brand.

We continue to measure our performance through seven core KPIs across three core pillars – which capture our most material

risks and opportunities.

Our FY23 Sustainability Report provides greater detail on the ambitious initiatives underpinning our KPIs.

Using low-impact materials is our commitment to ensure our choice in materials demonstrates balanced improvement

incarbon, water, and chemical impacts.

• Sustainably sourced products accounted for 62% of our volume bought, driving 64% of full-price retail sales;

• We continued to invest heavily in organic cotton production, training 12,787 farmers across India and Turkey. Thesefarmers

produce enough cotton to supply 42% of our total cotton footprint; and

• We mapped our water footprint for 100% of our product and have noted a 18% reduction in the average footprint

pergarment since 2020 due to our use of low-impact materials.

Baseline Last Year Achieved Target

FY20 FY22

FY23

(Actual)

FY23

(Target) FY25

KPI 1: % Total volume of cotton bought converted to organic,

low-impact or recycled alternatives 16% 47% 62% 47% 65%

KPI 2: # Cotton farmers converting to organic practices 869 7,583 12,787 12,000 20,000

KPI 3: % Total volume of product with mapped water footprint

(% saving in average water footprint per garment) 0%

72%

(N/A)

100%

(-18%)

100%

(-10%)

100%

(-40%)

Low-impact material KPI performance.

Moving to net zero is about zero waste packaging as well as reducing full direct and indirect emissions 50% by 2030, and

91% by 2040 – setting a Science Based Target (SBT) with the goal of limiting the global temperature rise to 1.5°c.

• 99% of our single-use packaging was reusable, recyclable, or compostable, and we are on track to achieve 100% by 2025;

• We revised our net zero target to a market-leading Science Based Target (SBT), committing to halve our absolute carbon

footprint by 2030, and reduce it by 90% by 2040; and

• We achieved a 38% reduction in our absolute SBT-aligned emissions compared to our FY20 baseline year, exceeding our

target for FY25 two years early and we exceeded our target for renewable energy despite well publicised challenges across

UK and European energy markets.

Baseline Last Year Achieved Target

FY20 FY22

FY23

(Actual)

FY23

(Target) FY25

KPI 4: % Packaging moved to recyclable, reusable, or

compostable alternatives 75% 98% 99% 99% 100%

KPI 5: % Renewable energy used in stores, offices, and distribution

partner sites 55% 90% 93% 90% 100%

KPI 6: Scope 1, 2 and full Scope 3 emissions, TCO

e, all SBTi

categories (% reduction)

306,675 241,562

(-21%)

190,749

(-38%)

262,935

(-15%)

237,299

(-25%)

Move to net zero KPI performance.

Communicate our journey with integrity represents the next phase in our strategy and includes working with our suppliers

and other partners help drive our goals forward.

• We increased the percentage of workers enrolled in our Respect and Dignity training programme by 4%, successfully

introducing the programme in Turkey for the first time;

• We entered the CDP A List for Climate disclosure – the top 2% of reporting companies; and

• We ranked 15 out of 500 overall and topped the list of UK-based fashion companies in the Financial Times Europe Climate

Leaders in 2023.

Baseline Last Year Achieved Target

FY20 FY22

FY23

(Actual)

FY23

(Target) FY25

KPI 7: # Workers in our third-party supply chain actively engaged in

our Respect and Dignity training program. 8% 23% 27% 25% 50%

Communicate with integrity KPI performance.

Better future –

Lead through sustainability

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

This section covers the financial year FY23 from 1 May 2022

to 29 April 2023.

It contains the necessary information including an overview

on the Group’s position, performance, and the impact of our

sustainability strategy by and on our operations. It includes

disclosures on issues relevant to the Company’s value chain,

including climate and the environment, and respect for

human rights.

Overview

Growing expectations for responsible conduct from

stakeholders presents substantial opportunity to Lead

through Sustainability and the KPIs defining our strategy

capture our most material risks and opportunities.

As a brand that produces garments, our value chain has an

impact on the planet and people. We continue to maintain

investment in our sustainability initiatives through our

own business and value chain to help deliver our KPIs,

recognising the substantial opportunity in achieving our

strategic objectives.

We also continue to prioritise transparent and credible

disclosures through our own reporting, and through

credible third-party reporting frameworks including the

CDP and Fashion Revolution Transparency Index (FRTI).

We rely on great partners to help deliver our initiatives,

which in turn aim to positively contribute to the communities

within which we operate. Details of these partners and

how we work to align our KPIs with the United Nations

Sustainable Development Goals (SDGs) is available on

page 12 of our Sustainability Report.

An overview of our value chain

Superdry designs, produces, transports, markets and sells

garments, footwear and accessories, which are then in turn

used (and loved) by our customers. Eventually they are

disposed of, recycled, or reused.

Our third-party suppliers source raw materials in line with

our strategy and manufacture our garments in 89 third-

party-owned facilities in India, Sri Lanka, Turkey, Bulgaria,

China, Cambodia and Vietnam. Production is overseen by

three sourcing offices covering each territory to ensure

we can quickly respond to opportunities and risks.

62% of volume bought was classified as ‘Sustainably

Sourced’ in FY23, driving 64% of sales – the majority

of which requires certification to prove its content in line

with industry standards. This provides greater opportunity

to drive greater traceability through our supply chain,

beyond Tier 1 facilities to the farmers included in our

organic in-conversion training programme.

Please refer to page 6 for more information on our core

sales territories and downstream supply chain.

Delivering our KPIs

We invest significant resource in core programmes of

work to help drive our strategy forward and have a robust

governance framework in place to ensure effective

oversight, ownership and accountability of our human rights,

environmental and climate risks (page 48) and opportunities.

Our sustainability budget in FY23 was 0.20% of our total

revenue. This represents a 0.05% increase on FY22 due

to growth investment in core initiatives.

While we have invested in a dedicated sustainability function

based in our head office and within each sourcing office,

sustainability is also embedded into our business through

cross-functional squads which deliver initiatives that work

towards our KPIs.

Sustainability KPIs, including those related to our climate

targets, are reported to our CEO and Board on an annual

basis. Monthly updates on KPI progress are reported to our

Chief Operating Officer (COO) who is responsible for global

sourcing and sustainability.

Sustainability disclosure

• Approves our sustainability strategy.

• Internal activists, a collective voice to drive change across the brand.

• Approves targets for our sustainability strategy.

• Reviews KPI progress monthly.

Chief Operating

Officer (COO)

CEO

Head of Sourcing, Ethical

and Sustainability

Sustainability team

(seven people)

Sustainability Warriors

(50 people)

• Delivers our sustainability strategy.

• Reports KPI progress to COO monthly.

• Monitors compliance with environmental and ethical policies.

• Delivers sustainability initiatives through partnerships and cross-functional

collaboration in line with the sustainability strategy.

60 individuals are actively engaged in driving our sustainability strategy. Quarterly, biannual, and annual data reviews to check progress and set

future direction.

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

Using low-impact materials (KPIs 1-3)

Using squads established with members from our design, sourcing, production, and local office teams, these KPIs are

monitored monthly in line with the processes below.

More information on the individual initiatives driving our KPIs is available in our Sustainability Report.

KPI Measurement Verification Materiality

1: % Total volume bought

converted to organic,

low- impact or

recycled alternatives*

• % total volume bought for retail

and wholesale customers.

• Organic, low-impact and

recycled are defined using the

Textile Exchange’s Preferred

Fibre benchmark.

• Further information available

in our Environmental Policy.

• All relevant factories

hold certification in line

with our Organic and

Recycled Content

Standards and

Environmental Policy.

• All PO Lines certified in

line with Organic and

Recycled Content

standards.

• By replacing cotton and

synthetic fibres with

product containing

organic, low-impact,

orrecycled alternatives

Superdry can

significantly reduce

its water, carbon, and

chemical footprint.

• Product accounts for

62% of our total Scope

3 emissions – and

therefore forms

a significant climate

opportunity and risk.

• Decarbonisation of

our product is critical

to achieving our

Science Based Target.

• Organic cotton

accounts for 1.4% of

cotton grown globally.

Investment in

production is required

to support the growth

of the industry.

2: Number of cotton

farmers converting to

organic practices

• Farmers in conversion or

already converted to organic

cotton, actively engaged

through third-party in-person

training on organic agronomic

practices funded by Superdry.

• 100% farmers enrolled

in the Organic Cotton

Accelerator (OCA)’s

Farmer Programme.

• OCA validates GMO

status, training

impacts and organic

premium payment.

• All farmers registered

with India’s APEDA

Tracenet database,

certified in line with

organic requirements.

3: % Total volume of

product with mapped

water footprint

(% saving per garment)

• Water footprint mapped in litres

water used per garment, from

raw material to end of life.

• 312 Superdry products mapped

using Higg Product Module

representing 108m garments

bought between FY20

and FY23.

• Products selected

representative of common

fabric and garment types

through multiple styles.

• Average water usage per

garment in FY20 was 898 litres,

in FY23 732 litres.

N/A

* Linked to remuneration see page 85 for information

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

Move to Net Zero (KPIs 4-6)

These KPIs are delivered by squads established with members from our logistics, sourcing, wholesale, retail, property, and

local sourcing office teams.

• Packaging (KPI 4) is reviewed seasonally in line with the plan with the sourcing team, with the last 1% to be delivered by 2025.

• Multiple squads focussed on delivering initiatives with significant impact on our carbon footprint help deliver KPIs 5 and 6 –

including those capping/monitoring airfreight and converting our third-party factories to renewable energy.

KPI Measurement Verification Materiality

4: % Packaging moved

to recyclable, reusable, or

compostable alternatives

• Metric tonnes of packaging

components by composition.

• Recyclable plastics defined by

Ellen MacArthur Foundation’s

Global Commitment.

Packaging used is

reported to Ecosurety and

Valpak who report our

obligations under The

Producer Responsibility

Obligations (Packaging

Waste) Regulations 2007

and equivalent European

regulations.

• We require packaging

to protect our product

from factory

toconsumer.

• Damage of product

results in wastage.

• Packaging is often

single-use and can be

disposed of into waste

streams without proper

controls in place.

5: % Renewable energy

used in stores, offices,

and distribution

partner sites

See ‘Our Greenhouse

Gas emissions’.

• Full verification

statement by Bureau

Veritas to the ISO

14064-3:2019 standard

available on corporate.

superdry.com.

• Our retail stores and

offices are in our direct

control so represent

asignificant climate

opportunity.

• The fashion industry

contributes 4% to

global greenhouse gas

emissions (McKinsey

2020); setting our

Science Based

Target is therefore

our responsibility as

aleading fashion brand.

6: Scope 1, 2 and full

Scope 3 emissions,

TCO

e, all SBTi

categories (% reduction)

Scope 1: Direct use of fuels within our owned Company facilities. Scope 2: Purchased electricity, steam, heating, and cooling for own use within our

owned Company facilities. For Scopes 1 and 2, we report our emissions data using a ‘financial control’ approach, which means we include emissions

from all parts of the business where we have direct financial and operating policies, including our owned and operated retail stores and office space.

Scope 3: Indirect emissions associated with upstream and downstream activities in our value chain. We calculate our direct emission figures using

actual consumption data from smart meters and accurate meter reads/invoicing. In FY23, 10% of our direct emissions were calculated from

estimated source data.

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

Our Greenhouse Gas Emissions

This year we publicly committed to align our carbon strategy with the latest climate science to play our part in meeting

a1.5°C future.

We updated our original carbon reduction target, originally set in 2019, to an aligned Science Based Target (SBT). At the time

of writing this report we were in our 65-day verification period with the Science Based Target Initiative (SBTi), pending

completion on 5 September 2023.

This year, Superdry was recognised again for our leadership in climate disclosure, reaching the A List for climate with the CDP,

placing Superdry in the top 1.5% of reporting companies, and ranking 15 out of 500 overall and topping the list of UK- based

fashion companies in the Financial Times Europe Climate Leaders in 2023.

Our short (near) term target to 2030 Our long-term target to 2040

To reduce absolute Scope 1, 2 and 3

greenhouse gas (GHG) emissions by 50%

from a FY20 base year.

To reach net-zero GHG emissions across

the value chain from a FY20 base year.

Decarbonising our business by 90%, and investing

in up to 10% Certified Emission Reduction offsets,

only after meeting our long-term goal.

As a core part of our short-term goal, we will continue to annually source 100% renewable electricity, and invest in Voluntary

Emission Reduction offsets, to neutralise 100% of our remaining Scope 1 & 2 emissions from 2025.

Our current performance

Our SBT-aligned pathway tracks a straight-line 5% annual absolute reduction in Scope 1, 2 and 3 market based emissions

between 2020 and 2030.

We are currently tracking above our targeted FY23 reduction of -15%, currently at -38%. This is mainly driven by our reduction

in Scope 3 emissions which account for 99.9% of our total footprint.

Scope Metric

% Change vs.

baseline FY23 FY22 FY21

Baseline

FY20

1 & 2 -50% 180 234 332 362

3 Tonnes CO

e -38% 190,569 241,328 263,809 306,312

Total -38% 190,749 241,562 264,141 306,674

Our Direct Energy Consumption and Emissions (Scopes 1, 2)

Market-Based Emissions

Since FY20 we have seen a -50% decrease in our total (absolute) market based Scope 1 and 2 emissions, tracking above

theSBT planned reduction of -15% (5% year-on-year), tracking at -23% year-on-year.

The remaining emissions are purely Scope 1 (gas) in the US, as well as global refrigerant usage from the maintenance of

current air conditioning stock. These fluctuate and will be subject to Voluntary Emission Reduction offsets from 2025.

Scope 2 emissions continue to be 100% renewable in our directly owned stores and offices since 2018, with an emission factor

of 0gCO

e/kWh. We have purchased additional certified renewable energy credits to cover wider Scope 2 purchased energy

(heating and cooling) and converted to 100% Renewable Gas Guarantee of Origin (RGGOs) certified gas contracts across

our UK stores and Head Office and purchased additional RGGOs to cover our European store gas usage.

Our normalised market based Scope 1 and 2 emissions show greater efficiency because of higher revenue and a reduced

Scope 1 footprint, changing by -43% to 0.29 tCO

e/£m compared to FY20.

Scope Metric

% Change vs.

baseline FY23 FY22 FY21

Baseline

FY20

1 +11% 180 234 182 162

2 Tonnes CO

e -100% 0 0 150 200

Total -50% 180 234 332 362

Total Tonnes CO

e/£1m sales -43% 0.29 0.39 0.60 0.51

Market based emissions. Sales used to calculate efficiency provided prior to publication (June 2023) at £622.9m. The proportion of energy consumption

reported that relates to the UK and offshore area is 28% (50.3 tCO

e). In FY22 this was 65.5% (153 tCO

e). This significant change is due to a reduction in

refrigerant replacement, which fluctuates based on HVAC requirements.

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

Location-Based Emissions:

We have reduced our Scope 2 location-based emissions by 36% on an absolute basis since FY20 by proactively managing

energy consumption across our stores and offices.

Scope Metric

% Change vs.

baseline FY23 FY22 FY21

Baseline

FY20

1 +11% 180 234 182 162

2 Tonnes CO

e -37% 4,572 4,788 4,738 7,264

Total -36% 4,751 5,022 4,920 7,426

Total Tonnes CO

e/£1m sales -28% 7.63 8.36 8.85 10.54

Location-based emissions uses a ‘grid average’ greenhouse gas (GHG) emission factor based on the average mix of all generating technologies in the

countries in which we operate. Provides insight into carbon intense grid electricity emissions and identifies where our largest climate impacts are. Sales

used to calculate efficiency provided prior to publication (June 2023) at £622.9m. The proportion of location based carbon emissions reported that

relates to the UK and offshore area for FY23 is 45% (2,151 tonnes CO

e). In FY22 this was 48.9% (2,458 tonnes CO

e).

Streamlined Energy and Carbon Reporting (SECR)

Our global energy efficiency (per m

) shows a -21% reduction against our baseline year of 2017; year-on-year efficiency has

remained relatively flat (+1.3%). In addition to using Building Management Systems (BMS) to control energy use in 52% of our

stores, we have also closed store entrances globally, reducing the need for overdoor heating. Due to some closures, store

space has reduced by -9% which has buffered the impact of these improvements.

We are on track to achieve a 25% efficiency saving by 2025 (against our original FY17 baseline) as the impact of completing

installation of LED bulbs in 15 stores at the end of FY23 is realised, having now installed LED bulbs in a total of 76% of our UK

and European owned retail estate (stores trading as of 30 April 2023).

Metric

% Change vs.

baseline FY23 FY22 FY21 FY20

Baseline

FY17

Absolute Global Energy Use KWH -24% 20,492,504 21,832,170 19,336,659 24,946,000 26,837,273

Global Energy Efficiency KWH/M

-21% 179.0 176.7 150.5 183.0 226.4

Global Energy Efficiency KWH/£1,000 Sales -8% 32.9 36.3 34.7 35.4 35.7

Energy Use. The proportion of energy consumption reported that relates to the UK and offshore area for FY23 is 53% (10,863,400 kWh purchased

electricity, heating, and cooling, and 71,930 kWh gas). FY22 is 50.3% (10,853,093 kWh purchased electricity, heating, and cooling, and 138,829 kWh gas).

Sales used to calculate efficiency provided prior to publication (June 2023) at £622.9m. Our energy consumption inventory comprises of 93.6%

purchased electricity, 3.8% heating and cooling and 2.6% direct combustion of natural gas. We have reported on all energy and carbon emission sources

required under both the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013 and the Companies (Directors’ Report) and

Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (the 2018 Regulations) implementing Government policy on Streamlined

Energy and Carbon Reporting (SECR).

Our Indirect Emissions (Scope 3) – Our product, supply chain and wider impacts

Our indirect emissions account for 99.9% of our total footprint.

In line with SBT rules we are prioritising categories where we have greater control over emissions reduction in our target but

continue to report on all categories for transparency. We have planned a straight line 5% reduction between 2020 and 2030.

So far, we have achieved a 38% reduction, tracking above plan, driven by:

• Buying smarter, reducing our buy volumes by 31% compared to FY20 and selling through stock we have in our warehouse.

This impacted categories 1, 4, 9, 11, 12.

• Reducing the carbon impact of our materials by converting 62% of our garments to low-impact materials, from a base

of16% in FY20, while also increasing the use of renewable electricity in factories to 39% of garments bought, from a 0%

baseline in FY20. This impacted category 1.

• Capping of inbound airfreight to 1% has supported a reduction in emissions for our upstream freight by 53% on our

FY20 baseline.

• Reduced business travel and working from home across all offices post Covid (categories 6, 7).

• Improvements made in calculations and a greater visibility in emission factors used: going forward we are committed

tousing open-source factors to improve the transparency of our footprint (all categories with *). We have also expanded

our categories reported to category 15 – investments, to account for pension contributions.

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

Included in SBT

% Change vs.

baseline FY23 FY22

Baseline

FY20

Category 1: Purchased Goods & Services Yes -36.5% 169,542 214,205 267,158

Category 2: Capital Goods* No -19.9% 4,094 6,745 5,113

Category 3: Fuel and Energy-Related Activities* Yes 6.7% 1,771 1,900 1,660

Category 4: Upstream Transportation and Distribution* Yes -52.7% 11,360 16,458 24,037

Category 5: Waste generated in operations Yes -73.7% 42 94 160

Category 6: Business Travel Yes -73.1% 880 1,601 3,268

Category 7: Employee Commuting and Working from Home Yes -23.1% 2,217 2,238 2,882

Category 8: Upstream Leased Assets Yes -2.4% 257 315 263

Category 9: Downstream Transportation and Distribution* No -21.3% 1,078 4,044 1,370

Category 10: Processing of sold products No Not applicable

Category 11: Use of sold products No -39.5% 64,874 80,755 107,190

Category 12: End-of-life treatment of sold products No -28.3% 2,685 2,991 3,743

Category 13: Downstream leased assets No Not applicable

Category 14: Franchises Yes -34.6% 4,500 4,517 6,885

Category 15: Investments No – 643 – –

Total Scope 3 No -37.7% 263,943 335,864 423,776

Total SBT targeted emissions 190,569 241,328 306,312

Our full Scope 3 emissions, including SBT targeted categories.

Methodology Statement: All emissions disclosed in tables above have been prepared in accordance with the WRI/WBCSD GHG Protocol Corporate

Accounting and Reporting Standard (revised edition), WRI/WBCSD GHG Protocol Scope 2 Guidance 2015, WRI/WBCSD Corporate Value Chain

(Scope 3). This methodology aligns to the criteria of the Science Based Targets Initiative (SBTi) so that this data can be used to calculate a Science

Based Target. We used emission factors published by Department for Business Energy and Industrial Strategy (BEIS) and Department for Environment,

Food and Rural Affairs (DEFRA) as well as databases from AIB and Climate Transparency. This year, we completed an annual verification of our Scope 1,

2 and 3 emissions declared within tables above. This verification was undertaken by Bureau Veritas to the ISO 14064-3:2019 standard. Their full

statement of verification can be seen at corporate.superdry.com. Data is reported for FY23, which runs from 1 May 2022 to 30 April 2023.

Communicate with Integrity (KPI 7)

Working closely with our suppliers, this squad is led by our local offices with oversight from our Head Office sustainability

function to ensure global consistency.

Our core KPI in this area is our Respect programme. We also have a roadmap covering our full ‘communicating with integrity’

plan to 2025 available in our Sustainability Report.

KPI Measurement Verification Materiality

7: Number of workers in

our third-party supply

chain actively engaged

in our Respect and

Dignity program.

Worker numbers declared in

ethical audits.

Ethical audits completed

annually by third-party

partners including

Bureau Veritas, Social

Compliance Services

Limited and The

Reassurance Network.

58% of the 59,033

people in our supply

chain are women.

Superdry plc Annual Report 2023

Strategic Report → Sustainability Report

Policies and due diligence

While our Respect KPI represents the opportunity to go

beyond compliance, our approach to working with our

partners and supply chain relies on clear policies and

due diligence to effectively manage the risks and

opportunities associated with a garment supply chain.

Our human rights and environmental policies provide our

foundation for defining risk and opportunity through our

business and supply chain, defining minimum standards,

ways of working and due diligence required through our

business and supply chains in line with UK and international

laws and standards.

All suppliers (owned and licensed) are required to comply

with relevant local legislation as well as our own business

principles. Forming part of our contractual terms of business,

all suppliers of Superdry branded product are required to

rights and environmental policies, due diligence processes

and strategic sustainability targets. Suppliers are assessed

and provided with feedback on sustainability and ethical

performance as part of a cross-functional scorecard

twice a year.

Human rights, environmental, and climate risks to the

business are updated quarterly; these are included in

‘How We Manage Our Risks’ on page 58. The human rights,

environmental, and climate risks resulting from our business

activities, on our value chain, its communities, and the planet

are reviewed annually and published at corporate.superdry.

com/sustainability.

Our statement on human rights

We respect and uphold human rights wherever we operate

and are aware that risks can arise within our own business

and supply chains. Our approach to human rights is guided

by the UN Guiding Principles on Business and Human Rights

(UNGPs), and we adopt the principles of leveraging change

and utilising effective due diligence and remedial actions to

detect and manage risk. Our Code of Practice, aligned

with the ETI Base Code, represents our foundational

requirements. Alongside wider human rights policies which

work with local laws, this ensures that a minimum standard

of protection is afforded to our colleagues. It is the standard

for our supply chain partners to uphold in relation to

their employees.

Supporting our human rights commitment is our Modern

Slavery Statement. This is published in line with the UK’s

Modern Slavery Act (2015) and California’s Transparency in

Supply Chains Act (2010) and is available on our corporate

website at corporate.superdry.com.

Supply chain due diligence

We are seeing significant positive shifts in our supply base

– from compliance to adopting our sustainability goals

within factories.

We have established mechanisms to closely monitor and

manage these risks – from the selection of factories for

production, ongoing monitoring of their compliance with

our policies and, if required, responsible exit should any

major non-conformities be identified and not remedied.

We have a dedicated ethical trading function, including

labour standards experts in each key sourcing territory,

and strict standards in place to ensure manufacturers

are operating factories that meet our baseline Code of

Practice requirements.

In FY23, 96% of our Tier 1 factories were ranked in line

with or above, social and environmental compliance –

a 5% increase since last year. The 4% who fall below

our social and ethical requirements are actively engaged

in improvement over a defined period through our Intensive

Care Programme (ICP) or exited in line with our Responsible

Exit Process. The programme involves targets and

milestones agreed between the supplier and Superdry

leadership teams and local experts – additional training

is then delivered by third-party specialists, with regular

visits to monitor improvement.

Driving greater accountability and to demonstrate our

commitment to communicate with integrity, this year we

published our Tier 1 factory base in line with our roadmap to

communicate with integrity. More information on how we

work with our suppliers is available on the Ethical Trading

section of our website.

Green Grade 13%

Leading social and environmental compliance.

Yellow Grade 72%

Performs in line with social and environmental

compliance requirements.

Orange Grade 4%

Falls below our social and ethical requirements,

actively engaged in improvement over defined

period (IC) or exited.

Red Grade 0%

Critical Failure: urgent resolution, or exit.

Blue Grade 10%

Leading social and environmental compliance and

sustainability systems including a minimum of two

of the below:

• Active partner in our Respect programme;

• Installing solar panels;

• Certified energy efficiency; and

• Procuring cotton from Superdry

‘in-conversion’ farms.

How we grade fair and safe conditions in our supply chain

Superdry plc Annual Report 2023

Strategic Report → Our People

Our People

Superdry continues to be a truly diverse global community. We employ 3,956 colleagues across

16 countries (as of 29 April 2023). Whilst most of our workforce are young (68% are under 30 years

of age) we are a multi-generational team.

Our generations

Generation

Global head office Global retail

# Colleagues

Totals

# Colleagues % # Colleagues % %

Boomers – 1946-1964 18 2.24% 7 0.22% 25 0.63%

Gen X – 1965-1980 182 22.6% 116 3.68% 298 7.53%

Gen Y – (Millennials) 1981-1995 463 57.52% 893 28.34% 1,356 34.28%

Gen Z – 1996-2010 142 17.64% 2,135 67.76% 2,277 57.56%

Grand total 805 100% 3,151 100% 3,956 100%

Executive team – Gender

Leadership team – Gender

Total employees

Executive team – Ethnicity

Leadership team – Ethnicity

A: Female 3 (33%)

B: Male 6 (67%)

B: White 89%

B: White 92%

A:A: Female 63 (49%)

B: Male 65 (51%)

A: Female 2,373 (60%)

B: Male 1,580 (40%)

C: Non-disclosed 3 (0.07%)

Black, Asian or

Minority Ethnic

backgrounds 11%

Black, Asian or

Minority Ethnic

backgrounds 8%

128

3,956

128

In our FY22 Gender Pay Gap report, we were pleased to report a

positive reduction in our gender pay gap: our mean Group gender

pay gap was down by over 5% and our C-Retail mean gender pay gap

was down by 2.5%. Our Gender Pay Gap report is available in full at

corporate.superdry.com, and lists our actions for the coming year

to drive our gap down further, focusing on ensuring that Superdry

becomes an even better place to work for all.

Group:18.5%

(2021 23.68%)

Retail 2.2%

(2021: 4.7%)

Gender pay gap (FY22)

Superdry plc Annual Report 2023

Strategic Report → Our People

Our people are the key to our future success.

We have had a challenging year but we are

focused on colleague engagement to ensure

we are providing a great place to work. We are

also managing and developing our talent to

ensure delivery of our business objectives,

and really listening to our teams to create

a workspace where everyone can be their

authentic selves.

Talent management

Ensuring that we engage, develop and retain our talent

iskey to our business stability and success.

Over the last year we have invested in developing a range

of self-serve and facilitated options for our colleagues.

We launched a new online learning platform called ‘Shinpo

space’, featuring a vast suite of online learning materials

which is now well embedded, with 2,653 courses being

completed by colleagues over the last 12 months. We also

delivered new face-to-face training opportunities in the

physical and virtual classroom. These included a range

of courses to enable people to drive their personal and

leadership development. These were attended by 654

colleagues and included courses such as growth mindset,

teamworking, being a project leader, and stress management.

We also launched our internal mentoring programme, which

allowed colleagues to access a database of internal mentors

to support their development, make connections across the

business and navigate any challenges that they are facing.

So far 69 colleagues have signed up to the scheme across

our Retail and Head Office teams.

To ensure a consistent new joiner experience in Retail, we

also launched a People Toolkit, which includes recruitment,

onboarding guides, and a career framework tool to support

development. Feedback has been positive from both

managers and new hires. To further improve the experience

in Retail, we are currently piloting SHL’s recruitment selection

tools for online assessments. This will help move teams

away from traditional CV-based assessment to a digital

assessment tool, focusing more on customer service

behaviours rather than experience.

We have also continued our relationship with schools and

colleges. For example, we recently worked with Manchester

University students on a design challenge, whose winner

will receive work experience at our Head Office.

Culture and engagement

We believe our Superdry culture is unique and within it,

we aim to create a progressive people culture where

all employees feel valued and engaged, and can thrive.

Our People team continually strives towards the common

goal of creating an amazing people experience.

Over the last year we have continued to develop our

approach to diversity, equality and inclusion (DEI). We have

13 DEI champions from across our global business who

provide us with feedback and support in shaping our plans.

During the year we have had a particular focus on inclusion,

and have taken various steps to support under-represented

groups in our business and to drive a culture of belonging.

We have continued to work with MOBOLISE, a digital

platform to connect Black talent to organisations, and two

of our colleagues shared their personal experiences

ona hosted webinar with aspiring Black professionals.

Superdry plc Annual Report 2023

We have also achieved ‘Disability Confident’ accreditation,

and we have had five colleagues join us via our ‘Grow

Futures’ programme, where we offer financial assistance to

support the relocation/travel expense of diverse candidates

to our Head Office. Finally, all retail managers across the

Group took part in 16 DEI unconscious bias training

sessions, helping to support them to be the best leaders for

our retail colleagues.

We have also driven a range of DEI engagement activities

linked to key events such as Pride, Black History Month

and International Women’s Week, as seen on our LinkedIn

page. We are also learning how to improve the colleague

experience for deaf colleagues through feedback from a

recently hired colleague in our Oxford Street store. These

initiatives are making a difference, demonstrated through

our DEI pulse survey in October, which received 1,159

responses in which 94% of colleagues said they felt

they could bring their true self to work.

To celebrate instance of our talent going above and beyond,

we launched our new quarterly global recognition programme,

‘SD Heroes’, at the beginning of the year. This celebrates the

efforts of 10 colleagues each quarter, who are recognised

and rewarded for their outstanding work.

Our Superdry Voice (SD Voice) engagement group

continues to provide an important forum for our colleagues

to provide feedback and help shape business initiatives.

30 colleagues participate from across our global functions

and over the past year, the SD Voice has provided feedback

that has helped shape our approaches to wellbeing, reward,

cost-of-living crisis and various operational activities.

Thegroups are supported by Cathryn Petchey, Global

People Director, and Helen Weir, our designated

independent Non-Executive Director (NED) for colleague

engagement. Lysa Hardy took over from Helen Weir

on1 June 2023 as NED for colleague engagement.

To improve the visibility of the Board, we held a face-to-face

Q&A session with colleagues where they shared their

experiences, thoughts and insight on the business. It was a

fantastic forum to launch a dialogue and provide feedback

between colleagues and our NEDs.

We also held various online meetings under the title

‘SD Live’, to inform our employees on topics such as

financial and economic factors affecting the business’

performance. One such session was led by the CEO

and CFO on 27 January to inform colleagues about

the business’ half-year financial performance. After the

session, a recording was posted to Workplace (internal

communications platform), with comments from the CFO

for employees to read.

Charity and community

Over the last year we have supported two local organisations:

Gotherington Jaguars, a girls’ football team, and Lives of

Colour, a Gloucestershire-based consulting service that

supports equality, diversity and inclusion in Gloucestershire.

We designed and developed the new team kit for the

Gotherington Jaguars, and provided Lives of Colour with

office space, support from our designers and material in

aproject called Fabric of Colour. This project, and Lives of

Colour as a whole, aims to bridge the gap between minority

communities and established organisations in Gloucestershire.

We have continued to run our ‘Give Free Time’ initiative,

where we give colleagues a paid day off to support charities.

In December, the Executive Committee volunteered at

the Trussell Trust Cheltenham food bank. Other charities

that have been supported through this initiative include

Gloucester City Mission, Caring Hands, Cotswold Dogs

& Cats Home and the National Trust.

Wellbeing

Wellbeing has been high on the agenda for us over the last

12 months, as we develop a culture that prioritises wellbeing

by enabling line managers to have better conversations and

support colleagues in feeling safe, listened to and valued.

During the year, we have focused on embedding our wellbeing

offering through raising awareness of and engagement on

wellbeing topics, with mental health being at the forefront.

We have 20 Wellbeing Champions across our Head Office

and global Retail teams, whose role is to support with, and

lead on, raising awareness of topics in their specific areas.

Additionally, mental health first-aider training was provided

to all Head Office Wellbeing Champions.

We ran monthly topics on a variety of issues including

menopause, men’s mental health, financial wellbeing,

managing stress and anxiety, and pregnancy loss. We also

launched a confidential, independent Employee Assistance

Programme (EAP) with our partners, Health Assured.

We currently have 537 users of our EAP app, and 103 calls

were made to the Helpline over the last 12 months. We will

continue to promote the services this year.

Finally, we launched a compressed four-day working week

for all of our full-time Retail colleagues. This has been an

enormous success, with 75% of colleagues taking up this

opportunity. As a result of this initiative our colleagues have

reported improved mental health, help with the cost-of-living

crisis, and the opportunity to have a better work-life balance.

Strategic Report → Our People

Superdry plc Annual Report 2023

How We Manage Our Risks

Effective risk management is key to ensuring

robust processes exist to identify and prioritise

those risks to which Superdry is most exposed,

and that these risks are appropriately managed.

We have continued to develop and improve

our risk management practices during the year.

These improvements included the development of risk

appetite statements for each principal risk and uncertainty

(PRUs) and the embedding of the ‘Clear and Present

dangers’ process and standards for corporate, climate-

related financial reporting from the Task Force on Climate-

related Financial Disclosures (TCFD) that were introduced

last year.

Our PRUs have been assessed against the Group strategy

and risk mitigation activities have been prioritised accordingly.

Risk management framework

The Board delegates authority for overseeing the

effectiveness of the Company’s risk management process

to the Audit Committee. At the March 2023 Audit Committee

meeting, the Committee was presented with details of risk

management processes. A summary was provided of the

approach to risk identification in the context of strategy,

roles and responsibilities, risk methodology, reporting and

training. The Committee concluded that processes were

effective. Processes for identifying and assessing risks are

included within our Risk Management Policy to ensure there

is a consistent approach in the way our principal risks are

identified, assessed, managed and reported.

For the assessment of risk, we use a 5x5 probability-impact

risk matrix to assess the impact as ‘insignificant’, ‘minor’,

‘moderate’, ‘significant’ or ‘major’. Each impact category has

a definition across multiple facets including financial impact,

health and safety, people, brand reputation and climate.

Risks assessed as ‘major’ are those which are likely to result

in >£20m reduction in profits, severe injury/death, adverse

change affecting >50% employees, brand health falling to

a critical and potentially terminal level, or extreme weather

events causing uncertainty in procuring agricultural inputs,

disrupted distribution networks and damaged manufacturing

facilities. Further considerations associated with climate

change are detailed in the climate-related risks (TCFD)

section below.

To ensure a consistent approach to the management of

risks, a risk matrix is used to give each risk a relative score

based on a combination of the probability and impact.

Risks are scored at three points:

1. Before considering the impact of the controls that are

in place (gross risk);

2. Considering the effectiveness of the current controls

in place (net risk); and

3. After any further action taken to mitigate the net risk

to achieve a level of risk which is in line with Superdry’s

risk appetite.

Risk review process

Risk

function

• Risk identification;

• Consideration

of global risk

landscape; and

• Horizon scanning

across the 1–5

year time frame.

Risk

Committee

• Management

of Group’s risk

management

processes

(e.g. assessment,

scoring, deep dive

into specific risks).

Executive

Committee

• Monitoring of

Principal risks

and uncertainties

(PRUs); and

• Identification and

management

of Clear and

Present Dangers.

Audit

Committee

• Review and

approve Risk

Management

Policy;

• Review of PRUs

and Clear and

Present Dangers;

and

• Evaluation of

effectiveness of

risk management.

Board

• Overall

accountability for

risk management;

and

• Setting risk

appetite.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

A comparison of the level of the net risk against our

risk appetite will determine whether action is required to

further mitigate the risk. Any action to manage risk needs

to be appropriate, achievable and affordable. The impact

expected if no action is taken is considered against the cost

of action and the reduction in the overall level of the risk.

Each risk identified and recorded in the risk register has a

‘risk owner’ assigned, who is the individual (member of the

Executive) with the appropriate authority and experience to

understand and manage the risk exposure and ensure that

this is monitored, updated, and progress is monitored. Risk

owners will assume overall responsibility for ensuring all

mitigating actions are completed by agreed deadlines. The

Head of Internal Audit and Risk reviews key risks with risk

owners on a quarterly basis or more frequently if required.

The achievement of our strategy will involve taking

risks (e.g., strategic, operational, financial, reputational etc.).

However, risks are only accepted where it is appropriate to

do so and where decisions to accept are informed and in line

with Superdry’s risk appetite. Our overarching risk appetite

has been defined and agreed by the Board and helps frame

decision-making.

Superdry’s risk appetite statement:

We aim to be risk aware, recognising that to achieve our

objectives we will take on certain risks in an informed

manner. When a risk is at an acceptable level, the risk

will be recognised but further mitigating action may not be

undertaken. Circumstances where this could apply would

include when the cost or effort to implement a control

outweighs the potential impact if the risk materialises.

We will not take risks that could negatively affect the safety

of customers or colleagues, be detrimental to our brand,

involve illegal behaviour, or endanger the future existence

of the business.

Framework for Climate-related risks

(TCFD)

The Group now reports on a number of climate-related

financial disclosures to provide information on the impact

of climate change, including consideration of climate-related

risks most prominent to our business and the sector in which

we operate, acknowledging the global reach of our business.

The identification and management of climate-related risk is

integrated within the organisation’s Risk Management Policy

as described above. In order to identify and assess these

risks, we have analysed the future potential scenarios that

may crystallise in terms of global average temperature

rises, and the potential impact on our business. Qualitative

disclosure has been provided as a first step and we will

work towards quantitative disclosure in the future.

Superdry plc Annual Report 2023

Climate-related risks are separated into two categories:

Short term

0-1 year

As a fashion brand we operate our

business on two main seasons and

two capsule collections; therefore,

within a financial year, we review

year-on-year seasonal trends to

inform short-term risk assessment.

For example, when planning a future

season, we review trends related to

raw material production to inform

buying patterns, forecasting and

prioritising appropriate materials

to mitigate risk. One example is that

when planning a cotton-rich season

such as Spring/Summer, we will book

fabric in advance to secure organic

cotton availability due to volatility

as a result of environmental factors.

This time frame aligns with our

short-term financial planning horizon.

Long term

To 2040 (7-17 years)

Long-term exposures are aligned with

our sustainability strategy horizons

which look over a longer time frame

than other business operations.

With this time frame, we also aspire

to align our long-term sustainability

goals with widely recognised

timescales for impact such as the

Sustainable Development Goals and

the Paris Climate Agreement. Our

long-term goals, for example, are

100% organic cotton in all cotton

products, and net zero across our

third-party logistics operations.

Over the next 10 years, we will

continue to reduce airfreight and

move to alternative low-carbon

fuels to de-risk the increasing

cost of logistics.

Medium term

To 2030 (1-7 years)

Exposures include risks associated

with our aim to move 65% of our

cotton to organic, and net zero

in our own and third-party

distribution operations.

Over the next five years we are

diversifying into recycled and

transitional cotton (cotton produced

by farmers who are moving from

conventional to certified organic

techniques) to de-risk market

volatility of organic due to

environmental impacts.

This time frame aligns with our

medium-term financial planning

horizon (our Five-Year Plan, which is

the basis for our viability statement

within the Annual Report).

Timeframes for considering risks

To support with disclosures of our risks, our Risk Management Policy includes definitions of short, medium and long-term

horizons (see table below). The timeframes associated with different risks influences our response and mitigating activity.

The identification and monitoring of emerging risks takes place via our Clear and Present dangers process. Emerging risks

are those risks that often develop rapidly, whose probability and impact are yet to be fully known with associated mitigating

activity yet to be fully defined.

Physical risks

• Acute physical; and

• Chronic physical.

Physical risks from climate change will be event-based

(acute) or longer-term climate pattern shifts (chronic).

Physical risks can have a direct impact such as

damage to assets, and indirect impacts including

supply chain disruption.

• Changes in availability and cost of raw materials;

• Disruption to upstream logistic networks;

• Damage to property and assets; and

• Adverse impact on quality.

Transitional risks

• Reputation;

• Regulation;

• Technology;

• Legal; and

• Market.

The road to a low-carbon economy will involve

addressing the mitigation and adaptation requirements

related to climate change. This is likely to materialise

in the form of extensive policy, legal, technology and

market changes.

• Increased compliance costs and reporting

obligations could have an impact on asset values

and future revenues;

• Increased costs from introduction of carbon taxes;

• Substitution and transition costs to lower emissions

technology; and

• Shifts in consumer preferences.

Transitional risks are non-exhaustive and those listed

are included within our environmental risk register.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2023

Principal risks and uncertainties

Strategic Report → How We Manage Our Risks

Evaluation of our risks

Our risk management framework has been used to evaluate each of the Group’s most significant risks (PRUs) and the table

below provides an assessment of each. During the year, risks associated with liquidity, macroeconomic headwinds and

wholesale performance have increased, whilst the risk associated with excessive stock levels has reduced. The remaining

PRUs have remained at a similar level to last year. All PRUs will continue to be actively managed to ensure they are within

our risk appetite and associated tolerance levels.

Risk Mitigation Movement in the year

PRU 1:

Liquidity

Link to strategy:

Make It Happen

Our ability to meet our liquidity needs

is dependent on the availability of

adequate financing from banks

and capital markets.

Our liquidity risk is partly attributable

to an overhang from Covid. When we

entered the pandemic, we had very

low levels of debt, but these levels had

increased significantly as we exited

the Covid period. Since then, the tough

trading conditions associated with the

cost-of-living crisis and economic

uncertainty during the year has

led to continued pressure on our

overall liquidity.

In December 2022, we secured a new finance

facility of up to £80m (with a £30m term loan

component) for a three-year period. In July

2023, we reached an agreement with HilCo

capital Limited to unlock a further £25m in

credit to help mitigate the headroom cap on

our new finance facility. A process exists to

ensure we remain compliant with these financing

arrangements and their associated covenants.

The Board continually reviews the cash generating

levers available to the business. The sale of

Intellectual Property assets in much of the APAC

region, the completion of an equity raise and the

commencement of the cost-cutting programme in

FY24 will aid in strengthening of the balance sheet

required as a result of the significant liquidity issues

faced towards the end of the FY23 financial year.

We continue to manage working capital

pressures closely to maintain targeted cash

levels and financial resilience. The management

of stock commitments, negotiation of rental

reductions and effective management of our

debtors being key elements.

We continue to operate in

atough trading environment

that puts pressure on our

liquidity needs. Whilst we

have secured the new

financing facility and

executed other cash

generative activity, this

risk has increased when

compared to last year.

PRU 2:

Macroeconomic instability

Link to strategy:

All

Macroeconomic headwinds continue,

with a resultant impact on our

trading performance.

We operate in a wide range of

markets that are exposed to the

changing economic and political

environments that continue to impact

consumer spending, and leading to

increased operational costs and

impact profitability.

Macroeconomic and political tensions are

monitored closely. Regular reviews of the Group’s

pricing strategy and cost base are undertaken

in conjunction with forecasting disciplines to

ensure that we are dealing with changes in

the macroeconomy in a timely manner.

A Five-Year Plan that recognises the ongoing

economic issues and is based on conservative

sales assumptions. The Five-Year Plan has

resulted in the implementation of a strategy that

focuses on efficiency and leverages the strength

of our brand across different customer segments

and geographies to mitigate reliance on a particular

customer segment in a particular country.

Examples of activity to deliver our turnaround

programme in the face of the macroeconomic

headwinds include:

We believe the underlying risk

to have increased since last

year. The impact of these

macroeconomic headwinds

have been partially offset by

actions taken as part of our

turnaround plan.

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 2 continued

• Sale of Intellectual Property assets for £34m

in much of the APAC region;

• Completion of £11m equity raise;

• £35m cost-cutting programme;

• Revised pricing strategy to reflect inflationary

pressures; and

• Reduction in levels of stock (see PRU 5 for

further detail).

Robust business continuity processes to

support in the event of significant interruption

to the business.

PRU 3:

Design and Product

Link to strategy:

Inspire through product and style

Our ability to achieve success depends

on a relevant commercial product

strategy that is aligned to brand

position, consumer segmentation and

focus on commercial opportunities.

A poor product strategy will mean

we fail to meet consumer needs and

trends, leading to a product range

that is insufficiently differentiated or

unattractive to target consumers, and

ultimately a deterioration of the brand.

We continue to design the product range against

each style choice and segmentation: entry, core,

statement and exploration, through the lens of

fashion follower and our heritage consumers.

Our product strategy and range planning critical

path has gone through a series of improvements

to reflect Superdry’s requirements in terms of

consumer responsiveness, reduced option

count, and is driven by data insight and cross-

functional collaboration. The critical path

culminates in a range and product architecture

that is approved by the CEO and includes the

following key milestones for the design and

product strategy:

Plan – Defines brand narrative and design

direction based on insights (consumer, channel,

product innovations).

Create – Activates the design and marketing

teams to create products and marketing

calendar as per the seasonal plan.

Go To Market – Preview of new products

showing how they will be presented through

each of our channels.

Our product range is subject to in-house testing

to ensure quality standards are maintained.

To align to the wider business strategy,

sustainability is at the forefront of our everything

we do, through designing and producing our

range from low-impact materials, whilst providing

quality products that are value for money.

We continue to embed our

refined product strategy,

using low-impact materials,

targeting core markets

aligned to commercial

opportunities. We believe the

risk to be at a similar level

tolast year when considered

in the context of the current

cost-of-living crisis.

Key

No change Increased risk Decreased risk

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 4:

Significant business interruption

Link to strategy:

Use technology to accelerate

our plans

Compromise to our key technological

and/or physical assets would

significantly impede our ability to trade.

Key assets include:

• Ecommerce platform;

• Distribution centres;

• Critical IT;

• Head Office; and

• Large stores

Business continuity measures (e.g., Incident

Management Plans and Incident Management

Team) are reviewed and enhanced based

onexperience or as part of desktop exercises,

to improve capability where the Group is most

exposed to interruption.

Resilience is also considered for our key

physical and technological assets. For example,

operating two multi-channel distribution centres

capable of serving all channels across the

geographies in which we operate, with common

operating systems, provides significant built-in

resilience in the event of the failure of a single

distribution centre.

Our new Ecommerce platform has extended

our resilience capability by leveraging additional

cloud security and continuity functionality. During

the year and as part of an ongoing programme

of desktop exercises, an independent review

assessed our response to a significant, realistic

interruption to our Ecommerce platform during

peak trading. The review concluded that the

Incident Management Team had worked

together effectively to discuss and formulate

an aligned and focused response to the incident.

A number of learning points were identified and

have been implemented.

The risk has various

components across

different asset types,

which are often interlinked.

The Group has adopted

a prioritised approach to

business continuity in the

year, including exercising

plans in the event of a

significant failure of our

new Ecommerce platform.

As such, the likelihood and

impact of this risk when

compared to last year is

considered to be similar.

PRU 5:

Elevated stock levels

Link to strategy:

Operate in an integrated

marketplace

Elevated legacy stock levels represent

a risk in terms of a shortfall in cash

flow, additional markdowns, and

additional storage costs. Significant

levels of ‘off-price’ (e.g., outlet and

clearance) stock represents a risk in

that it is typically more difficult to clear.

Trading volatility, such as that caused

by a squeeze on consumer spending,

may create an excess of stock to

clear that may be brand damaging if

discounting and third-party clearance

operators are regularly used.

A robust, data-driven ‘Open to Buy’ process

which involves regular meetings with a sub-set

of the Executive Committee to determine buy

levels for each channel per season. This ensures

that buying decisions reflect the projected

customer needs by channel.

Stock reporting continues to be a standing

agenda item at Executive Committee meetings

and regularly communicated to the Board. Any

additional spend beyond originally approved buy

levels, requires Board approval.

Our recently formed Stock Liquidation

Committee meets regularly to agree and

optimise available clearance channels with

a view to clearing aged, slow-moving, and

broken stock.

Progress has been made in

terms of reducing year-on-

year stock levels from 12.4m

units (end FY22) to 9.4m units

(end FY23) with a target of

7.0m units, targeting aged,

slow-moving, and broken

stock by end FY24. Off-price

stock has also been reduced,

with short-order capability

also reducing the risk of

excessive buying activity.

As such, we believe the risk to

have reduced from prior year.

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 6:

Performance across our

global, omni-channel proposition

represents a risk and also an

outcome of other risks described

in the Intro section above.

Specifically:

6. i) Underperformance of our

retail stores

Link to strategy:

Operate in an integrated

marketplace.

In line with market trends, the ongoing

consumer preference shift towards

digital shopping channels has seen

declining consumer visits to stores and

declining profitability in the physical

retail environment. Ongoing inflationary

pressures, cost-of-living increases, and

reduced levels of disposable income

also represent a risk in terms of

retailperformance.

During FY23, we believe a new

normalised, post-pandemic trading

base was established in the UK

and US retail markets. However,

trade in the first quarter of FY23

in the EU continued to be suppressed,

due to the overhang of the omicron

variant of Covid.

Our Five-Year Plan continues to focus on

supporting the profitability of the store estate

and address any loss-making stores. Each store

across our estate has been classified to guide

future action: rental regears, exits, relocation,

size amendment or store re-fit.

We have revised our payroll model to reflect

changes in sales demand and to mitigate

ongoing inflationary pressures on wages across

the territories in which we operate. We believe

we will benefit from lower levels of business

rates across the UK following the government’s

announcements that came into effect in

April 2023.

We continue with our belief that a full-price sales

mix is the right approach with a focus on driving

conversion rates for those customers coming to

stores. Strong performance will depend on our

ability to maximise the efficiency of stock assets,

i.e., having the right product in the right locations

in the right quantities at the right time.

Whilst we experienced strong

peak trading and have taken

steps to respond to the

macroeconomic headwinds,

such as exiting non-profitable

stores and successful rental

regears, recent trading has

been suppressed and there

remains uncertainty regarding

the ongoing impact of

inflation and the associated

cost-of-living crisis and as

such we believe the risk to

bea similar level to prior year.

PRU 6:

6. ii Underperformance of

Wholesale channel

Link to strategy:

Operate in an integrated

marketplace.

Wholesale performance continues

to be at risk from similar factors as

our own store estate, such as those

caused by a turbulent macroeconomic

environment which is impacting the

financial health of our wholesale

partners who are more cautious

about committing to forward orders.

Performance has yet to return

to pre-Covid levels of trade with

additional risks to performance

including, brand perception and grey

market distribution (where product is

obtained from an unofficial marketplace).

A full review of Wholesale has been undertaken

with the identification of strategic levers to

re-set the channel.

To support the implementation of the wholesale

re-set, we have evaluated and implemented

the re-introduction of agency models across a

number of our European territories. We are also

reviewing our franchise model to ensure there

is a stable business model that delivers mutual

profitability. To simplify the Wholesale channel

and remove loss-making elements of it, we

exited from the US market in the year.

In addition, the sale of our IP across the APAC

region for $50m or around £34m net, will

provide local specialists with the opportunity

to maximise the brand opportunity in the area.

Our Wholesale and Finance teams closely

manage credit terms and debt positions with our

partners. To reduce grey market distribution, we

carry out customer due diligence and conduct

investigatory measures where appropriate. The

integration of RFID has also served to reduce

grey market risk, by being able to identify the

origin of the stock.

Whilst we have executed a

number of key activities to

deliver our turnaround plan,

it will take time to fully

implement. As such and in

light of the macroeconomic

turbulence where we

continue to see an increase

in partners experiencing

financial difficulty, we believe

the risk to have increased

from the prior year.

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 6:

6. iii Underperformance of

Ecommerce channel

Link to strategy:

Operate in an integrated

marketplace/Engage

through social.

Consumers are drawn to Ecommerce

platforms that make the experience

of browsing, shopping, discovering

and ultimately purchasing, engaging,

efficient and cost-effective. We will be

unable to achieve these objectives if

the consumer is moving faster than

we can adapt and our Ecommerce

platforms are perceived to be behind

competitor propositions. Our

Ecommerce platforms are comprised

of our own internal channel as well

as a series of third-party sites.

ECommerce revenue during FY23

grew c.15% versus prior year with

akey driver being strong third-party

performance, where we benefitted

from having strong product offerings

during key parts of the year

(e.g.,launch of our Autumn/Winter

collection). As we continue to engage

with more third-party marketplaces,

we need to ensure that sufficient stock

availability exists to underpin growth

aspirations.

For FY24, we are launching a number of new

partner sites (e.g., M&S and ASOS), which

we anticipate will further improve our

party performance.

For our Ecommerce channel, during the year,

we introduced charging for both delivery and

returns for our Ecommerce channel. Initial

results show a reduced level of returns with

no obvious impact to conversion as well as

providing an additional revenue stream.

We continue to review and challenge our

marketing spend to drive efficiency and quality

of customer (i.e., focus on those consumers that

spend money to drive conversion) as well as

optimising marketing spend on third-party sites.

The shift towards increased

online purchasing continues

and represents a significant

growth opportunity as

demonstrated in our FY23

performance. However, the

cost-of-living crisis described

above also impacts the online

consumer and as such,

webelieve the risk to remain

at a similar level compared

tolast year.

‘The Voice is an essential component

ofrepresentation in our working culture,

it is a forum that allows our colleagues

toexplore ideas, raise issues, and work

alongside our senior leaders to help

bring about positive change and

progress to the wider Business. Being

involved in The Superdry Voice has

not only afforded me the privilege

ofrepresenting my colleagues to help

better their employee experience at

Superdry, but it has also constructively

influenced my personal and professional

development too.’

Louise Williams

Brand Protection and IP Specialist

MAKE IT HAPPEN

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 7:

Internal controls requiring

improvement

Link to strategy:

Use Technology to accelerate

our plans

Control failure in key controls could

lead to financial loss, heightened risk

of fraud and error, increased external

professional fees, and prior

year adjustments.

People: there has been a significant

turnover of colleagues, particularly

in Finance, over the past few years,

meaning a lack of continuity.

Processes: current transactional

processes are manual and result

in significant requirements for

reconciliation, review and analysis.

This can, and has, caused significant

backlogs in Finance which can cause

difficulties in closing the accounts in

a timely manner.

Technology: existing systems are

not always set up to make best use

of functionality, nor provide the

functionality required to enable

controls to be performed efficiently

and effectively.

A Finance Transformation Programme, ‘Project

Phoenix’, is being implemented to address risks

associated with internal controls that require

improvement. The objectives of the project

are to standardise, optimise and automate

processes, as well as eliminating inefficiencies,

where possible. This will be achieved through

enhancements to resourcing, processes,

policies and systems.

The project represents a three-year programme

of work (FY22 – FY24). The year one focus was

to rectify legacy issues, although this work has

extended into year two as we work to resolve

interface issues with legacy systems. Year three

will see the embedding of improvements from

system implementation.

Improvement areas made during FY23 include

systems implementation across the purchase

order (SoftCo), reconciliation (Blackline) and

accounting (CODA) processes. In addition, a

‘hard close’ was performed at the end of Period 9.

We have continued to adapt our Internal Control

Framework to also include key areas outside

of Finance, to reflect the forthcoming UK

Corporate Governance and audit reform.

We recognise that to make

sustained improvement, we

need to implement systemic

change, which will come

through the completion of the

three-year implementation

of Project Phoenix and the

resolution of legacy interface

issues. As such, we believe

the risk to be at a similar level

to last year. See page 77

for the Audit Committee

Report and internal

control effectiveness.

PRU 8:

Changes in exchange rates

Link to strategy:

Make It Happen

Our financial results could be impacted

by changes in exchange rates.

The majority of our stock purchases

are made using foreign currency

(mainly $US) and, therefore, our costs

are exposed to foreign exchange

movements. At a macro level, the

continued impact of a suppressed

global economy and a volatile political

environment, may lead to continued

exchange rate fluctuations in the

short- to medium-term, creating

uncertainty around GBP profit

and cash equivalents.

Our forecast foreign exchange exposures

are hedged in accordance with an approved

Treasury Policy. Our hedging policy seeks to

mitigate any sudden impact caused by foreign

exchange volatility.

We continually review our corporate structures

to minimise foreign exchange exposures.

The process is managed through a Treasury

Committee with oversight provided by the

Audit Committee.

Board approval is required if additional hedges

are needed that are over and above existing

Treasury Policy thresholds.

We believe the risk to be

at a similar level to last year,

which includes some liquidity

risk from foreign currency

denominated bank accounts.

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 9:

Recruit, develop and retain quality

leaders including key man risk

Link to strategy:

Creating an amazing people

experience

We need to recruit, develop and retain

the calibre of leadership and talent

across the business that will enable

us to succeed. Failure to do so could

limit our opportunities for growth and

increase costs of recruitment and

retention. Equally, we need to ensure

that our talent and leadership pool is

reflective of the strategic capabilities

required to deliver the plan.

In the post-pandemic environment,

we are seeing a shift in candidate

expectation with a greater demand

for flexibility. We are also experiencing

wage inflation across the territories

in which we operate. Both could also

have an impact on our ability to

attract and retain key talent.

The CEO remains core to the operation

of the business and his absence could

have a significant adverse impact on

the business.

The Executive Committee is at full strength and

could provide cover for the CEO if required in

the short term.

During the year, we developed a full Executive

succession plan ensuring we have visibility of

any risks and a robust plan in place.

The Nomination and Remuneration Committees

assist the Board in ensuring that the Board and

Executive Committees retain an appropriate

structure, size, and balance of skills to support

Superdry’s strategic objectives and values.

Initiatives such as restricted share awards,

flexible hybrid working practices for office

colleagues and a four-day working week

option for Retail colleagues have been

introduced to support colleague retention.

Over the last year, we launched a range

of initiatives to support colleague retention,

including: a ‘Drive your Leadership’ programme

aimed at developing the leadership capabilities

of our mid-level management team; bespoke

coaching options for our senior leadership

group, ‘Drive your Development’ programme

to support colleague development and a

new Group-wide approach to wellbeing.

For Retail stores, we also delivered and

embedded new recruitment and onboarding

frameworks ensuring our colleagues have

a consistent new joiner experience.

We believe the risk exposure

to be at a similar level to last

year. We have seen an easing

of the candidate-led market

that was prevalent last year,

with the time taken to hire

talent reducing. However,

we continue to operate in a

challenging environment and

despite the internal levers

such as flexible working

patterns and career

development pathways,

we are competing for talent

on a national and at times,

international basis.

PRU 10:

Ineffective strategy

Link to strategy:

All

If the wrong strategy is developed,

or the strategy is not implemented

effectively, this could significantly

impact the success of the business and

erode corporate and investor sentiment.

During FY23 we moved to the execution phase

of the consumer-facing pillars of our strategy:

product, marketing and sustainability. This is

monitored through quarterly KPIs that are

reviewed at Board level.

We have developed a turnaround plan

|and cost-reduction programme to progress

towards our target operating model with clear

EBITDA targets.

The turnaround plan programme is sponsored

by the Board and sets out a clear roadmap for

cost savings and working capital benefits.

This programme of works was independently

validated by a 3

party professional services

company (Interpath) as part of a Board-

sponsored cost reduction review. A key

feature of the target operating model is to grow

operating margins from moderate sales growth.

Having further evolved the

strategy over the course of

the year and established the

foundations for delivery the

strategy, we believe the risk

to be similar to last year.

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 11:

Information security and threat of

data privacy breach

Link to strategy:

Use Technology to accelerate

our plans

There is a risk our information security

is breached, causing data and/or

systems compromise. This could lead

to fraud, impact our ability to trade,

attract regulatory scrutiny, litigation or

fines, and cause damage to the brand.

As we invest in new technology

infrastructure, we are taking the

opportunity to implement cloud-based

technology, which includes the latest

cyber security controls and involves

moving away from our own ‘on-

premise’ infrastructure. The external

cyber threat landscape for all

organisations continues to be

significant, with organised crime

groups carrying out targeted

campaigns against a range

of organisations.

We have a Data Protection and Information

Security Steering Group which meets regularly.

It is a cross-functional group which reviews

the proactive steps the business takes to

manage the risks around data privacy and

information security.

Risk events associated with information security

and data protection are reviewed during the

year by the Risk Committee, promoting a

programme of continuous improvement.

During the year we devised and launched a new

consumer-facing privacy policy and reviewed

technical and organisational risk management

strategies. The Group also runs internal

education and communication programmes,

to promote a culture of compliance.

As we continue to implement increased levels of

cloud-based infrastructure, information security

and data privacy risks are considered and

appropriate mitigations prioritised.

Specific developments in the year have included:

• ongoing extensive security reviews, including

penetration testing on our new E-Commerce

trading platform;

• the removal of legacy internet-facing servers;

• enhanced technical standards that help

protect email senders and recipients from

spam, spoofing, and phishing;

• desktop exercise carried out by specialist

party designed to test our response to

a cyber breach; and

• increased levels of cyber insurance to reflect

the evolving cyber landscape.

Actions taken in the

year have enhanced

our understanding of

the risk profile.

Whilst we continue to improve

our internal, technical, and

organisational controls

toreduce risk, the external

climate continues to see

a trend towards more

sophisticated cyber-attacks.

As such, we believe the risk

to be at a similar level to

last year.

‘Superdry has such a distinctive and

welcoming culture, the people, the way

things are done it is just such a positive

company to work for.’

Assistant Team Leader

Cheltenham, UK

MAKE IT HAPPEN

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 12:

Ethical (including human rights)

Link to strategy:

Lead through sustainability

Failure by suppliers to adhere to our

Ethical Trading Code of Practice

could erode our reputation as

aresponsible brand.

We continue to promote our

sustainability credentials in line with

our mission to become the #1 Premium

Sustainable Style Destination. We have

also seen an increase in regulatory

guidance on green claims in the last

12 months with some organisations

being investigated for non-compliance

with the potential for fines in this area,

that could lead to reputational damage.

We have a dedicated team responsible

for ethical sourcing matters and dedicated

local experts in our key markets to detect and

mitigate risks associated with changing market

conditions. The Group is a member of the Ethical

Trading Initiative, which seeks to improve the

lives of workers worldwide. We engage with

our suppliers and expect them to operate in

accordance with our Ethical Trading Code

of Practice, which is available at corporate.

superdry.com.

We assess the status of operating practices

through a schedule of audits and visits and,

where necessary, work with suppliers on

improvement plans. Any factory that fails to

remedy significant issues are placed on an exit

plan. In FY23, 96% of our Tier 1 factories were

ranked in line with or above highest ratings of

social and environmental compliance – a 5%

increase since last year. The 4% who fall below

our social and ethical requirements are actively

engaged in improvement over a defined period

through our Intensive Care Programme (ICP) or

exited in line with our Responsible Exit Process.

In addition, 10% (FY22: 6%) of our factory base

exceeded our Code of Practice and achieved

‘blue’ grade status by leading in sustainability

initiatives, including renewable electricity.

During the year, the Audit Committee received

regular reporting on compliance with our

Ethical Trading Code of Practice.

In response to the Advertising Standards

Authority’s guidance on greenwashing,

our Ethical and Legal teams ran a training

programme for our customer-facing functions

and have set up operating procedures for the

approval of product- and marketing-related

content to ensure we are communicating

our sustainability messaging with credibility

and integrity.

We continue to enhance

controls associated with

ethical risk, commensurate

with our responsibilities

asa leading fashion brand.

Asawareness increases and

we continue to become more

vocal in this area, we are likely

to face additional scrutiny.

We believe we are well placed

to respond to such scrutiny

but may have limited control

over external commentary.

As such, we believe the risk

to remain at a similar level to

last year.

PRU 13:

Climate-related risk

Link to strategy:

Lead through sustainability

We have grouped climate-related risks into two categories: transitional (which tend to be shorter-term risks associated with

moving towards a low-carbon economy), and physical (which tend to be longer-term risks). In general, transitional risks tend to

pertinent across multiple areas of the business, e.g., Legal, Sourcing, Finance, Retail etc. and relevant to all geographies where we

have a presence. Conversely, physical related risks tend to more pertinent for our Sourcing department and associated countries

of origin. Whilst it is recognised that these risks will have an adverse impact on the business if they materialise, effective mitigation

represents an opportunity in that it will provide us with a competitive advantage against others in our sector.

For each of the transitional and physical risks identified, we have considered the time horizon over which these are likely to be

most prevalent. Definitions of short (S), medium (M) and long-term (L) time horizons can be found on page 33.

See page 30 for the TCFD section.

Superdry plc Annual Report 2023

Strategic Report → How We Manage Our Risks

Transitional risks:

REPUTATION (S)

Awareness of the environmental

impact of climate change is increasing,

and a failure to meet expectations

would adversely impact our brand,

especially given our mission to

be the #1 Premium Sustainable

Style Destination.

REPUTATION

We aim to mitigate this risk through our strategic

pillar, to ‘Lead through sustainability’, and

communicating our climate-related journey

with integrity across all our stakeholder groups,

including our established community of over 50

Sustainability Warriors. We have robust plans in

place to deliver our sustainability targets and

align to legislation in this area to mitigate risks

associated with ‘greenwashing’.

The Group has set milestones to ensure that

we remain on track to meet our 2025 and 2030

sustainability goals and progress is tracked

against key environmental initiatives such as

packaging, emissions and compliance with

wider environmental regulation. The business

increasingly uses recycled materials to make

products more sustainably.

Our sustainability goals are in line with

established material impacts for a fashion brand

and align with the United Nations Sustainable

Development Goals (SDGs).

Whilst consumer and

regulatory attention in this

area continues to grow, we

are well placed to mitigate

associated risks through the

emphasis we are placing

on our environmental

credentials, through, for

example, the verification

of our impacts on the

environment, investment

in green technologies, and

increased use of low-impact

materials such as

organic cotton.

As such we believe the risk

to be at a similar level to

last year.

CURRENT REGULATION (S)

Failure to comply with mandatory

reporting requirements which may

result in financial penalties.

CURRENT REGULATION

We use a number of reporting, certification,

verification and assurance mechanisms to

understand, calculate, manage and publish our

impacts. Training has been given to relevant

teams to ensure compliance with the Green

Claims Code.

EMERGING REGULATION (M, L)

The emergence of any new regulation

could lead to changes to existing policies

and procedures and associated costs

(e.g., climate-related taxes).

EMERGING REGULATION

Superdry has membership of multiple trade

bodies and collaborative working groups which

have a focus on environmental and sustainability

topics, including emerging regulation and

horizon scanning.

TECHNOLOGY (M, L)

Not keeping up with changes to

technology, or to changes in its

availability, could result in a severe

financial and strategic impact e.g.,

reliance on availability of both energy

reduction/efficiency technologies and

renewable energy technologies in

order to meet our net zero goal through

our ‘reduce’ and ‘convert’ stages.

TECHNOLOGY

We have committed to invest in CAPEX over the

next three years to fully invest in best available

optimisation technologies, including Building

Management Systems (BMS) and LED lighting

in 100% of our stores and main third-party

warehouses.

We align our strategy closely to our suppliers,

including requesting all our production partners to:

1. Certify to ISO 50001 standard (a best

practice energy management system)

to reduce their energy consumption; and

2. Switch to renewable electricity to remove

carbon intense equipment.

Superdry plc Annual Report 2023

Transitional risks:

LEGAL (S, M)

Superdry may face litigation if it

breaches any climate-related legislation.

LEGAL

We monitor all legal requirements through our

global Legal team, using periodic external law

reviews to capture any emerging laws.

Factories must adhere to our global Code of

Practice and Environmental Policy as defined

in our Supplier Manual and are audited annually

to confirm compliance. Each year, factories are

surveyed to collect data associated with the

impact they have on climate.

MARKET (S, M)

Potential changes in climate

temperature could have an adverse

impact on the sales of certain seasonal

products and linked to reputational

risk, increasing consumer awareness,

where consumers become more

sceptical of brands and their impacts

on climate change which could

adversely reduce sales.

MARKET

We continually review our sales mix so that

we can adapt to any sustained changes in

temperature that could impact sales of

certain seasonal products. The publication of

our Sustainability Report which articulates our

strategy, core KPIs and how we are achieving

our targets, including implementing our net zero

targets to limit global temperature rise to 1.5°C

in line with recommendations of the Paris

Agreement (UN Climate Change Conference).

We publicly demonstrate our environmentally

sustainable operations where realised, tangible

and meaningful, in order to mitigate the risk of

damage to our brand reputation.

Strategic Report → How We Manage Our Risks

‘The brand is transparent around

strategy, objectives and deliverables,

has friendly and motivated people where

autonomy is encouraged, and a relaxed

work environment can be found. I can be

myself and people really listen to you

and respect your ideas.’

Talent Development Advisor

Head Office

MAKE IT HAPPEN

Superdry plc Annual Report 2023

Physical risks:

ACUTE PHYSICAL (S, M, L)

Extreme weather events such as

flooding, hurricanes and landslides

which pose a risk of disruption to

upstream logistics networks, our

supply base and retail buildings.

ACUTE PHYSICAL

A varied geographic spread of our supply base

and the introduction of a short-order process

with our Turkey production partners so that we

are more agile in the movement of product to

market, in the event that longer logistics routes

have been impacted by climate change. The

frequency and severity of acute physical risk

is likely to increase due to climate change. One

such acute physical risk that materialised in the

year was the earthquake in Turkey. Whilst we

sought to minimise disruption, a similar event

in other parts of Turkey in which we operate

could impact our ability to effectively execute

our short order process and therefore our levels

of acute physical risk are elevated in that part of

the world.

Adopting alternative modes of transport that

are lower carbon and more resilient, for example

rail links between the Far East and Europe, and

Turkey and Belgium, as well as using barges

on level-controlled canals instead of roads,

can mitigate this risk.

CHRONIC PHYSICAL (M, L)

Changes in availability of our raw

materials resulting from changing

climates (e.g., cotton volumes and

yields) may reduce with higher

average air temperature, or lower

annual rainfall, meaning we have to

source from further afield, which could

lead to increased prices, producing

fewer garments or issues with quality.

CHRONIC PHYSICAL

We are mitigating this through our goals to use

more low-impact materials which require fewer

resources and are therefore less impacted by

climate change. This includes:

1. Moving to fully organic cotton by 2030. We

have committed to training and converting

20,000 farmers to use organic farming

practices by 2025, supporting them on their

three-year journey to organic certification.

We are increasing the number of farmers

we work with directly to help ensure

continuity of organic cotton supply with

resilience provided by our organic farming

practices being geographically dispersed

between Turkey and India;

2. Moving all polyester jacket fill to recycled

polyester; and

3. Increasing our use of recycled cotton

to de-risk any short and medium-term

risks associated with the supply of

organic cotton.

Additional mitigation measures (e.g., climate-

related scenario planning) can be found in other

parts of the Annual Report as signposted in the

TCFD section (page 30).

This Strategic Report was approved by the Board on 31 August 2023.

Julian Dunkerton

Chief Executive Officer

31 August 2023

Shaun Wills

Chief Financial Officer

31 August 2023

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2023

Julian Dunkerton

Executive Director

Appointed: 2 April 2019

Tenure: 4 years 4 months

Julian co-founded Superdry in

2003 and went on to build a global

retail business and brand with a

reputation for quality, fit, design, and

value for money. In 2010, Julian led

the successful float of Superdry on

the London Stock Exchange at an

initial value of £400m. In 2015, Julian

stepped down from his role as Chief

Executive, returning to Superdry in

April 2019, and he was appointed

permanent CEO in December 2020.

Julian continues to focus on brand

and design and is an ambassador

for sustainability.

Contribution to the long-term

success of Superdry

Julian has huge passion for and

commitment to the Superdry brand

and has substantial knowledge of

Superdry products and markets.

Julian leads on sustainability.

Peter Sjölander

Chair

Appointed: 29 April 2021

Tenure: 2 years 4 months

Peter was CEO of Helly Hansen from

2007 to 2015, where he delivered a

step change in the performance of

the brand, driving its transition from

being a business focused on its local

Scandinavian markets to a globally

recognised brand. Earlier in his

career, Peter spent 13 years at

Nike in a number of leadership

roles across marketing, product

and general management, working

in the Nordics, Netherlands and

USA at a time of rapid growth for the

brand. Following that, Peter joined

Electrolux where he was responsible

for brand and product, driving a

shift from an industrial agenda

to a consumer-centric one. He is

currently a Non-Executive Director

of DometicGroup AB (listed in

Sweden). He is also a senior

adviser to Altor Equity Partners

and EQT Group.

Contribution to the long-term

success of Superdry

Peter brings international, brand,

turnaround and digital expertise and

leadership to the Superdry Board.

Shaun Wills

Executive Director

Appointed: 26 April 2021

Tenure: 2 year 4 months

Shaun joined Superdry in April 2021

and brings over 30 years’ experience

gained in a number of household-

name clothing brands and retailers,

most recently as Finance Director

of Marks & Spencer’s Clothing and

Home division. He has operated in

both fast-growth and turnaround

situations and is well versed in digital

transformation and the complexities

of international expansion. As well as

having held a number of CFO roles,

he has also held leadership roles in

Ecommerce, strategy, merchandising,

property and logistics, and has

experience as CEO of a multi-brand

business. Shaun is a member

of the Chartered Institute of

Management Accountants.

Contribution to the long-term

success of Superdry

Shaun’s significant retail

and financial experience in

transformation environments

provides the Board and the

Company with strong

financial leadership.

Helen Weir

Independent

Non-Executive Director

Appointed: 11 July 2019

Tenure: 4 years 1 month

Helen is the Senior Independent

Director, Chair of the Nomination

Committee and a member of

the Audit and Remuneration

Committees. She is a Non-Executive

Director and Chair of Mobico Group

plc, and a member of the Supervisory

Board of Koninklijke Ahold

Delhaize N.V. where she chairs

the Governance and Nomination

Committee. Helen has extensive

experience of both publicly quoted

companies and retail businesses,

having been Finance Director of

Marks & Spencer, John Lewis, Lloyds

Bank (where she was also CEO of

the retail bank) and Kingfisher. Her

previous non-executive roles include

SABMiller, Royal Mail, and Just Eat.

Helen is a Fellow of the Chartered

Institute of Management

Accountants and was awarded

a CBE for services to finance

inthe 2008 honours list.

Contribution to the long-term

success of Superdry

Helen’s extensive financial and retail

experience, her leadership of the

Nomination Committee and her

work with our Global People Director

and CEO on Board and Executive

recruitment and succession.

NA R

We have an experienced Board which works with the Executive Committee to ensure that

information flows facilitate stakeholder-focused decision-making, and that our governance

enables Superdry to achieve its strategic goals.

Governance → Board of Directors

Board of Directors

Superdry plc Annual Report 2023

Lysa Hardy

Independent

Non-Executive Director

Appointed: 1 May 2023

Tenure: 3 months

Lysa is a member of our Audit,

Remuneration and Nomination

committees and the designated

Non-Executive Director for colleague

engagement. Lysa is currently an

Executive Director at Hotel Chocolat,

running the retail operation including

trading & merchandising, marketing,

creative agency, commercial,

customer insight, and all sales

channels. She has over 10 years’

experience across CMO and CCO

roles in retail, including Holland

& Barrett and Joules. She is also

Chairwoman and Trustee of

mental health charity, Herts Schools

Outreach; co-founder of a start-up

probiotic skincare business, Beauty

& Vitality; and is a former Non-

Executive Director of Raven Property

Group Limited. Lysa is also a Fellow

of the Marketing Academy.

Contribution to the long-term

success of Superdry

Lysa brings valuable commercial

experience across retail trading and

operations, and digital marketing and

global business transformation.

Georgina Harvey

Independent

Non-Executive Director

Appointed: 29 July 2019

Tenure: 4 years 1 month

Georgina is Chair of the

Remuneration Committee and a

member of both the Nomination and

Audit Committees. Georgina is an

experienced non-executive director

and is a member of the Board of

Capita plc, where she is also Senior

Independent Director and Chair of

the Remuneration Committee, and

a member of the Board of McColls

Retail Group plc. Prior to developing

her portfolio career, Georgina spent

seven years as Managing Director

ofRegionals at Trinity Mirror, sitting

on the Executive Committee.

Contribution to the long-term

success of Superdry

Georgina’s commercial experience

and specialist knowledge of and

leadership on remuneration matters

is a great asset to the Board, as is her

work with our Global Sourcing and

Sustainability Director on

sustainability matters.

Changes during FY23 and

early FY24

• Faisal Galaria stepped down

as an independent NED on

30 October 2022.

• Ruth Daniels stepped down

as Company Secretary on

30 June 2023.

Election or re-election at AGM

Director Election

Re-

election

Peter Sjölander

Julian Dunkerton

Shaun Wills

Lysa Hardy

Georgina Harvey

Alastair Miller

Helen Weir

Alastair Miller

Independent

Non-Executive Director

Appointed: 11 July 2019

Tenure: 4 years 1 month

Alastair is a Non-Executive Director

of NewRiver REIT plc, a property

investment company specialising

inretail assets, where he is the Senior

Independent Director and Chairman

of the Remuneration Committee.

Alastair was Chief Financial Officer

at New Look from 2000 until 2014

and was one of the MBO team who

helped take the company private

in 2004 and led a number of

subsequent refinancings. Previously,

he was the Group Finance Director

at RAC, having joined from Price

Waterhouse where he was a

management consultant. Prior

tothat he was Finance Director of

acompany within the BTR plc Group.

Alastair qualified as a Chartered

Accountant with Deloitte Haskins

and Sells and holds a BSc

in Economics.

Contribution to the long-term

success of Superdry

Alastair’s contribution comes

from his experience in finance

and audit, his leadership of the Audit

Committee and his work with the

CFO and senior Finance team

leaders on finance and audit-

related matters.

A R NA R NA R N

Jennifer Richardson

Group General Counsel

and Company Secretary

Appointed: 1 July 2023

Tenure: 1 month

Jennifer joined Superdry in

March 2022, having previously

worked in private practice

as a commercial solicitor

representing key brands, and

in a range of in-house legal and

project roles at Dyson. She has

global experience of working

in retail and manufacturing

environments, with a focus

on financial and geographical

growth. Jennifer also has

strong commercial experience,

having successfully set up and

led global legal teams, as well

as embedding transformational

and governance strategies.

Governance → Board of Directors

Audit Committee

Remuneration Committee

Nomination Committee

Chair of Committee

Superdry plc Annual Report 2023

In early FY24, our General Counsel and Company Secretary,

Ruth Daniels, stepped down. Ruth has been a valuable

source of support for the Board and particularly for me,

as Chair, in ensuring the Board functions efficiently and

effectively. On behalf of myself and my colleagues, I would

like to thank Ruth and wish her the very best of luck in her

next chapter. I am very pleased to report that our previous

Head of Legal – Commercial, Jennifer Richardson, was

promoted to General Counsel and Company Secretary on

1 July 2023. Jennifer’s biographical details can be found

on page 63.

Board independence (excluding the Chair)

Not

Independent 2

Independent 4

Governance → Corporate Governance Report

Chair’s Governance Statement

Dear Shareholders,

On behalf of the Board of Superdry plc, I am pleased to

present the Corporate Governance Report for the year ended

29 April 2023. As mentioned in my statement on page 2, the

business undertook several strategic actions during the year

to strengthen our liquidity position, culminating in a very

busy Q4 FY23. My fellow Directors and I have increased our

time commitment to support the management team through

these challenges and have been impressed with the hard

work and commitment of all Superdry colleagues in

delivering various cash-generating initiatives to improve the

Group’s liquidity. I would like to extend a very big thank you,

on behalf of the Board, to colleagues across the business,

as well as external advisers who guided us through complex

corporate transactions, such as the equity raise and Class 1

transaction in May 2023.

Alongside this work, the Board and Executive Committee

have committed to a turnaround plan that aims to increase

efficiencies and enhance the longer-term sustainability

of the business. Further details of our strategic priorities

and planning can be found on pages 12 to 13. The challenges

in the business have continued to drive the need for key

stakeholder engagement, including with employees through

our Superdry Voice (colleague engagement forum), as well

as with suppliers, landlords, wholesale customers,

consumers, and shareholders.

Leadership changes

During the year, the Board considered the optimal structure

for the Executive Team to deliver the priorities identified as

part of our strategic planning process. This resulted in a

change of responsibilities across the team, as discussed

in further detail in the Nomination Committee Report

onpage 75.

Peter Sjölander

Chair, Superdry plc

This Corporate Governance Report includes:

• Director and officer biographies (pages 62 to 63);

• Statement of compliance with the UK Corporate

Governance Code (page 66);

• Governance framework (page 67);

• Board activities and discussions and how

stakeholders were considered in decisions

(pages 68 to 73); and

• The reports of the Nomination (page 74), Audit

(page 77) and Remuneration (page 85) Committees.

Peter Sjölander

Chair, Superdry plc

31 August 2023

Superdry plc Annual Report 2023

Board meeting attendance FY23 (1 May 2022 – 29 April 2023)

The Board held five scheduled meetings and several unscheduled formal meetings in FY23, as well as weekly liquidity calls during Q4

FY23. The attendance of Board and Committee members is set out in the table below. TheChair ensures that regular meetings are also

held between Non-Executive Directors only, without the presence of the Executive Directors.

Board/Committee member Member since

Board

No. of scheduled

meetings attended

Audit Committee

No. of scheduled

meetings attended

Nomination

Committee

No. of scheduled

meetings attended

Remuneration

Committee

No. of scheduled

meetings attended

Technology

Committee**

No. of scheduled

meetings attended

Peter Sjölander 29 April 2021 5/5 N/A 4/4 N/A 1/1

Julian Dunkerton 2 April 2019 5/5 N/A N/A N/A 1/1

Shaun Wills 26 April 2021 5/5 N/A N/A N/A 1/1

Faisal Galaria* 29 July 2019 2/2 N/A 2/2 1/2 1/1

Georgina Harvey 29 July 2019 5/5 8/8 4/4 4/4 N/A

Alastair Miller 11 July 2019 5/5 8/8 4/4 4/4 N/A

Helen Weir 11 July 2019 5/5 8/8 4/4 4/4 1/1

* Faisal Galaria stepped down from the Board on 30 October 2022.

** The Technology Committee was disbanded in May 2022.

Board diversity information

Reporting table on gender identity of the Board as at 29 April 2023

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

Executive

management

Percentage of

executive

management

Men 4 67% 3 2 33%

Women 2 33% 1 0 0%

Not specified/prefer not to say 0 0 0 0 0%

Reporting table on ethnic background of the Board as at 29 April 2023

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

Executive

management

Percentage of

executive

management

White British or other White (including minority-white groups) 6 100% 4 2 33%

Mixed/Multiple ethnic groups 0 0% 0 0 0%

Asian/Asian British 0 0% 0 0 0%

Black/African/Caribbean/Black British 0 0% 0 0 0%

Other ethnic group, including Arab 0 0% 0 0 0%

Not specified/prefer not to say 0 0% 0 0 0%

Directors’ skills matrix

Board/Committee

member

International

experience

Strategy and

transformation

1, 4

Technology/

Digital/

Ecommerce

2, 4

Retail/

Consumer/

Commercial

1, 2, 4

Brand

1, 2, 3, 4

Financial/

Accounting

1, 2, 3, 4

Regulatory

environment/

Listed/

Governance

1, 2, 3, 4

Supply chain/

Logistics

3, 4

Sustainability

1, 3

HR/

People

Risk

management

1, 2, 3, 4

Peter Sjölander

Julian

Dunkerton

Shaun Wills

Lysa Hardy

Georgina

Harvey

Alastair Miller

Helen Weir

Key – Link to strategic objectives:

1. Inspire through product and style 2. Engage through social 3. Lead through sustainability 4. Make it happen

Governance → Corporate Governance Report

Governance at a glance

Superdry plc Annual Report 2023

Governance → Corporate Governance Report

UK Corporate Governance Code

The UK Corporate Governance Code 2018 (Code) is

applicable to Superdry as a premium listed company.

TheBoard recognises the value of good corporate

governance to long-term sustainable success, and

todemonstrate the effectiveness of the Company’s

governance frameworks to our stakeholders.

For the year ended 29 April 2023, the Board believes that

it complied with the principles of the Code in full, and the

provisions of the Code with the following exceptions:

• Provisions 12, 21, 22 and 23(b): an externally-facilitated

independent Board and Committee review was completed

at the start of FY23 and reported in our FY22 Annual

Report and Accounts (see page 90 of that report).

Aninternal review of Board, Committee and individual

directors’ performance, including the Chair, was

scheduled for March 2023; however, given the focus

of the business and the Board on steering the Company

out of its liquidity challenges and the temporary absence

of the Company Secretary, this was not completed. The

annual review of the Chair’s performance was conducted

post-year end and annual reviews of the performance

ofother directors, the Board and Committees will resume

Compliance with the Code

Board leadership and company purpose Page(s)

Promoting the long-term sustainable success of the Company 2-61

Purpose, values and strategy 2, 4-5, 10-15

Resources and controls necessary to meet objectives and measure performance 2-61

Effective engagement with stakeholders 27

Workforce policies and practices aligned to values and support long-term success 44-46

Division of responsibilities

Role of Chair 67

Board composition 62-63, 67

Role of the Non-Executive Directors 67

Role of the Company Secretary 67

Composition, succession and evaluation

Appointments to the Board and succession planning 75

Balanced Board 64, 74-76

Annual evaluation 71, 76

Audit, risk and internal control

Internal and external auditor 77-84

Assessment of Company’s position and prospects 78

Risk management and internal control 77-84

Remuneration

Remuneration policies and practices 85-104

Policy on executive remuneration 89-98

Remuneration outcomes 98-104

from FY24. Progress against the Board objectives set last

year, are outlined in this report on pages 72 to 73, and

further actions will be taken during FY24 to achieve

these in full.

• Provision 13: this provision was partially complied

with during the year; however, the performance of

management and individual Executive Directors was

reviewed by the Non-Executive Directors post year end.

• Provision 25e: this provision was partially complied with

since the audit tender process was not conducted in full

compliance with the provisions of the Companies Act

2006. Please see the Audit Committee report on page 77

for further information.

This Report, together with the reports of the Audit,

Nomination and Remuneration Committees and the other

statutory disclosures, provides information about our

governance structures and Code compliance. The table

below sets out where in this report you can find further

information about our application of the Code provisions.

Our full statement of compliance with the Code can be

found at corporate.superdry.com. The Code can be found

on the Financial Reporting Council’s website at frc.org.uk.

Superdry plc Annual Report 2023

Governance → Corporate Governance Report

Our governance framework is structured to enable the effective operation and governance of the Group. A description of this

framework and the division of responsibilities within it, are detailed below.

Our governance framework

Board

The Board is collectively responsible for promoting the long-term sustainable success of the Group for all stakeholders. It comprises the

Chair, CEO, CFO, Senior Independent Director (SID) and three further NEDs. The schedule of matters reserved for the Board can be

found at corporate.superdry.com.

Board Committees

The Board delegates specific responsibilities to each of its Committees, documented in terms of reference which are reviewed and

approved by the Board annually. These can be found at corporate.superdry.com. Each Committee is chaired by a different independent

NED, who each provide verbal updates on committee activities and key decisions at each scheduled Board meeting.

Executive Committee

Responsibility for the day-to-day running of the Group is delegated to the CEO, who in turn delegates certain responsibilities to

Executive Committee members relevant to their respective areas of responsibility. Details of our Executive Committee can be found at

corporate.superdry.com. The Executive Committee is collectively responsible for: developing and implementing the agreed strategy and

objectives; developing, implementing, and monitoring budgets; reviewing the performance of the senior management team, as well as

talent development of and succession for the wider workforce; regularly reviewing the organisational structure; monitoring and reviewing

Group risk; and identifying new business opportunities. The CEO reports formally to the Board at each scheduled meeting and seeks

Board approvals where necessary, in line with the Delegation of Authority (DoA).

Audit Committee

Chair: Alastair Miller

The Committee monitors the integrity

of Superdry’s financial statements and

significant financial reporting judgements

in formal announcements. It also reviews

the external audit process, internal

and external audit activity, and the

effectiveness of internal financial

controls and the risk management

processes, including in relation

toclimate-related matters.

Full details of the composition,

responsibilities and activities of

the Audit Committee can be found

on pages 77 to 84.

Nomination Committee

Chair: Helen Weir

The Committee leads on Board and

Executive Team recruitment. It oversees

diversity and inclusion policies and

practices across the business to ensure

the development of a diverse pipeline for

succession. It considers Board and

Executive Team performance and

composition to ensure they remain

appropriate for the needs of the business.

Full details of the composition,

responsibilities and activities of the

Nomination Committee can be found

on pages 74 to 76.

Remuneration Committee

Chair: Georgina Harvey

The Committee determines the

remuneration policy for Directors, and sets

remuneration for the Chair, Executive

Directors, and senior management.

It reviews the design of employee share

schemes and approves the granting

ofawards to Executive Directors and

theExecutive Team. It also reviews

remuneration and related policies

for the wider workforce.

Full details of the composition,

responsibilities and activities of the

Remuneration Committee can be

found on pages 85 to 88.

CEO

Key responsibilities

include:

• Day-to-day

management

of the business;

• Proposing the

Group’s strategy

and objectives;

• Ensuring the

implementation

of Board

decisions; and

• Providing regular

updates to the

Board on the

discharge of his

responsibilities.

Chair

Key responsibilities

include:

• Ensuring the

effectiveness

of the Board;

• Promoting high

standards of

corporate

governance;

• Ensuring Board

agendas are

strategically

focused; and

• Promoting

objective and

constructive

challenge to

management.

Senior

Independent

Director

Key responsibilities

include:

• Providing a

sounding board

for the Chair;

• To lead the Chair’s

performance

review; and

• Serving as an

intermediary for

other NEDs and

shareholders.

Non-Executive

Directors

Key responsibilities

include:

• Providing

objective and

constructive

challenge to

management;

• Scrutinise the

performance of

management in

achieving strategic

objectives; and

• Providing

independent

insight and

experience

to the Board.

Company

Secretary

Key responsibilities

include:

• Providing advice

and support to the

Chair and Board

on corporate

governance

matters;

• Ensuring the Board

has sufficient

information, time

and resource to

make effective

decisions; and

• Facilitates internal

Board performance

reviews and

inductions for

new NEDs.

Superdry plc Annual Report 2023

Governance → Corporate Governance Report

Other key operational committees include:

• The Risk Committee – responsible for the effective management of the Group’s risk management framework and

processes;

• The Health and Safety Committee – responsible for the effective management of the Group’s global health and safety

culture, and supporting management processes;

• The Incident Management Team (IMT) – responsible for the management of incidents that could cause significant and

adverse interruption to the business; and

• The Cash Committee – established during FY23 as a mechanism for improving cash flow decision-making, including

prioritising payments and identifying cash preservation measures.

Each of these are attended by key Executive Committee members, as well as relevant senior leadership group members.

OurDoA sets out the authorities given to individuals in the business, ensuring that decisions are taken at the right level and

toreduce business and operational risk. It is regularly reviewed to ensure it remains relevant to our structure and activities,

with ongoing training and support to ensure it is embedded across the organisation.

Board activities in FY23

The majority of the Board’s discussions and decisions take place at regular, scheduled Board meetings. Board meeting

agendas are discussed and agreed by the Chair, CEO and CFO with the Company Secretary several weeks in advance of

each meeting. The agendas contain standing items to ensure that reporting is balanced and consistent including Committee

updates, CEO report, CFO report (covering management accounts, capital expenditure plans and investor relations updates),

Legal and Governance, and Health and Safety. Board papers are circulated five working days in advance of meetings to allow

adequate time for review and preparation. The table below outlines key discussions and activities of the Board throughout

thefinancial year.

Strategy

• Regular progress updates on the key priorities to

deliver operational transformation and efficiencies

(the ‘Vital few’);

• Two dedicated strategy sessions were held with the

Board and Executive Committee to consider how

reflective the current strategy was in a changing

environment and increased liquidity pressures and

to consider current financial performance to inform

strategic priorities; and

• Approved the proposal to appoint Interpath Advisory

(Interpath) to work with the Board and Executive on

liquidity challenges, validation of cost-saving initiatives

and long-term sustainable improvements.

Superdry plc Annual Report 2023

Governance → Corporate Governance Report

Executive updates

• Reviewed a ‘deep dive’ on stock and inventory

management, to better understand the drivers behind

high stock volumes and actions to reduce them;

• Reviewed a ‘deep dive’ on Ecommerce to better

understand the drivers of online performance and

actions to improve it;

• Reviewed plans to ‘reset’ the wholesale function

toimprove performance in this area;

• Received an update on progress against the Sourcing

Strategy; and

• Received updates on progress of the implementation of

a new merchandising management system, Oracle.

Stakeholders

• Engaged with shareholders and received feedback

from investor roadshows held throughout the year;

• The Chair met with key shareholders during the year

to discuss the Company’s performance and strategic

direction, as well as significant matters such as the

equity raise and Class 1 transaction, which both

completed in Q1 FY24. Their views were fed back

to and reviewed by the Board.

• Received and considered a presentation on ESG

investors from one of our key brokers;

• Received updates from colleagues who had volunteered

as Diversity and Inclusion Champions;

• Received updates from representatives of the SD Voice

and the designated NED for colleague engagement on

key focuses for 2023; and

• Held a ‘Demystifying the Board’ session with the Board

and Superdry colleagues at head office, including a Q&A.

Operational and financial performance

• Reports from the CEO at each meeting providing

updates on business performance, technology,

merchandising, supply inventory, sustainability,

property, wholesale, stores, ecommerce, design,

logistics, sourcing, procurement and people;

• Weekly trading updates outlining trading performance;

• Reports from the CFO at each meeting providing

updates on trading, progress against KPIs, investor

relations, key financial systems and management

accounts;

• Reviewed and approved the full and half-year results

statements and trading updates to the market; and

• Reviewed and approved the FY23 and FY24 budget.

Governance

• Reviewed and monitored the development of improved

processes, controls and accountability through internal

audit reports;

• Towards the end of FY23, weekly calls were scheduled

between the Board and management to monitor the

liquidity position of the Company;

• Approved updates to the Board Committees’ terms

of reference; and

• Approved the proposal to appoint RSM UK Audit LLP

(RSM) as the Company’s new statutory auditor.

Superdry plc Annual Report 2023

Governance → Corporate Governance Report

Key decisions and s172 stakeholder considerations in FY23

The following key decisions of the Board have significant long-term implications for the Group and its stakeholders.

At scheduled Board meetings, agenda items that are likely to have a long-term impact on stakeholders are highlighted.

Templates for Board papers include a stakeholder section to highlight any likely impacts for both internal and external

stakeholder groups to ensure that all stakeholders are considered as part of the Board decision-making process. Such

templates also include require key risks and opportunities of all decisions to be made, together with an outline of how such

decisions are linked to strategic initiatives and priorities. Please refer to page 27 for our s172 Statement which sets out

ourkey stakeholders.

New

financing

facility

Decision: In anticipation of the existing finance facility expiring at the

end of January 2023, the Board approved a new facility of up to £80m.

Background: As reported last year, the Group had an asset-backed

lending facility of up to £70m which was due to expire at the end of

January 2023. The seasonal stock buy for retail and wholesale meant

that, despite projections at that time showing that the business would

be cash positive during much of FY23 and FY24, a facility would

be required during the peak working capital cycle, from August to

early September 2023. The Company was pleased to announce in

December 2022, that it had secured a new facility with Bantry Bay.

Link to strategic priorities:

• Inspire through product and style;

• Engage through social;

• Lead through sustainability; and

• Make it happen.

Stakeholder considerations:

The Board considered that

this decision would promote the

long-term sustainable success

of the Company and would,

therefore, impact all

our stakeholders.

The facility was required to fund

working capital requirements

during FY23 and FY24, ensuring

the Company remained able

to deliver its strategic and

operational objectives.

APAC IP

asset

disposal/

Class 1

Decision: To approve the sale of certain IP assets in the APAC region.

Background: Superdry had previously announced its exit from the

Chinese market after material losses were incurred and had no plans

to re-enter the market in the foreseeable future as significant further

investment would be needed to do this and there was a high risk it

would not be successful. This was not considered a viable investment

by the Board.

As part of its strategic planning process, the Board and management

had committed to exploring opportunities to ease the Company’s

liquidity pressures and create long-term sustainable success.

A business case was presented to the Board by management

for an opportunity to partner with a third party, involving the

permanent transfer of the relevant IP assets to that partner, and later,

a manufacturing and supply arrangement. The third-party partner was

successfully operating in the region and the Board considered that the

partnership would create brand value. After careful consideration of the

impact on all stakeholders and extensive legal and broker advice, the

Board approved the proposal. The Board considered that this decision

would help to strengthen the Company’s balance sheet, fund its

ongoing working capital requirements, and provide a valuable

opportunity to increase brand presence and value in the APAC

region, for the longer-term.

Link to strategic priorities:

• Inspire through product and style; and

• Make it happen.

Stakeholder considerations:

The Board considered that

the impact of the sale of such

IP assets would primarily

impact customers, shareholders,

colleagues, and suppliers. The

impact on these stakeholders

would be the potential creation of

brand value in a region previously

unsuccessful for the Company,

and the opportunity to

improve liquidity.

Superdry plc Annual Report 2023

Equity raise Decision: To issue new ordinary shares of 5p each in the capital of

the Company through a placing and retail offer.

Background: In April 2023, the Company withdrew its previous profit

guidance of ‘broadly breakeven’ for FY23 as a result of continued

Wholesale underperformance, and slower than expected Retail sales.

In addition to a suite of initiatives being pursued by the Company to

strengthen its balance sheet, the Board considered the possibility of

an equity raise through a placing and retail offer. Whilst cost savings

of over £35m had been identified by the Company, these would not

be fully realised until the end of FY24. With the increasing liquidity

challenges of the Company, the Board agreed to issue new shares

via a placing and retail offer. Further details can be found on page 186.

Link to strategic priorities:

• Inspire through product and style;

• Engage through social;

• Lead through sustainability; and

• Make it happen.

Stakeholder considerations:

The Board considered that the

equity raise was a necessary step

for the Company to take, in order

totackle immediate liquidity issues.

Whilst it provided an opportunity

for existing shareholders to

increase their holdings, the Board

recognised the potential dilutive

impact on their holdings.

The impact of this decision on other

stakeholders, was also considered

by the Board. On balance, it

considered that since the equity

raise would boost liquidity, this

would ensure the Company could

meet its short-term liabilities.

Governance → Corporate Governance Report

NED independence and time commitments

Our Board consists of four independent NEDs (Georgina

Harvey, Lysa Hardy, Alastair Miller and Helen Weir), two

Executive Directors (Julian Dunkerton and Shaun Wills) and

Chair Peter Sjölander, who was considered by the Board to

be independent on his appointment on 29 April 2021. The

independence of the NEDs is reviewed on an annual basis.

The time commitments and performance of the NEDs are

also reviewed as part of that process; service contracts

clearly set out the anticipated time commitments of their

roles. Further terms ensure that the Chair and NEDs

continue to meet the requirements of the Code. No NED has

exceeded the maximum nine-year term of service noted

in the Code. The Board considers that each of its NEDs

continues to dedicate sufficient time to their roles and is

independent. Due to the liquidity challenges faced by the

Company during the latter part of the financial year, the

NEDs dedicated significant additional time to their Board

duties during FY23.

Board effectiveness

An external Board evaluation was completed in early FY23

– further details can be found on pages 90 to 91 of our

FY22 Annual Report. The following pages outline the

progress made against the objectives set last year.

As referred to on page 66, an internal review was due

in March 2023; however, given the focus of the business

and the Board on steering the Company out of its liquidity

challenges, and the temporary absence of the Company

Secretary, this was not completed.

Superdry plc Annual Report 2023

Governance → Corporate Governance Report

Review of progress and achievements of Board objectives set last year

Topic Objective Results

Shifting

mindset and

culture

1. Focus Board time on the most important

strategic matters.

2. Continuing to build Board and Executive

Committee relationships.

3. Broadening the scope of diversity and

inclusion initiatives to engage with

wider communities.

Strategy sessions were held with the Board

and Executive Committee throughout the year to

identify and monitor progress against key strategic

deliverables. Due to the liquidity challenges the

Company has faced throughout Q4 FY23, the Board

and Executive Committee have re-focused the

strategy to improve liquidity to ensure long-term

sustainable success.

The Board has dedicated time together outside of

formal Board meetings, and Board and Executive only

dinners are held periodically throughout the year.

During FY23, the Board reviewed the diversity, equality

and inclusion roadmap for the year. Activities included

those that would increase engagement and dialogue

with a range of diverse communities. Further information

can be found in our People Report on page 44.

Building the

Executive

Committee as

a team and

clarifying the

expectations

of the Board

1. Create an Executive Committee development

programme which should include setting a

behavioural code of conduct.

2. The Executive Committee should also

consider how it interfaces with and gets the

best value from the Board. This discussion

should include:

a. Feeding back to the Executive Committee

the outcome of the Board review.

b. Hosting a discussion about what the

Executive Committee wants from and

canexpect from the Board.

c. Making clear on every agenda item

thepurpose and desired outcome.

3. The Non-Executive Directors should consider

their role in helping the team to develop.

Informal events with Executive Committee members

took place to build relationships and discuss key topics

to deliver strategic objectives. These were paused

temporarily during Q4 FY23 to enable management to

focus on the liquidity challenges but will resume in FY24.

The Company Secretary, CFO and CEO discussed

the outcome of the FY22 external Board review with

the Executive Committee and a dedicated session

with Board and Executive Committee members will

take place in early FY24 to discuss building on their

relationships going forwards.

All agenda items clearly outline the purpose and

cover sheets are required to be provided for all

Board papers, outlining the desired outcome

of requests.

NEDs have regular engagement with Executive

Committee members providing advice and guidance

on their particular areas of responsibility.

Gaining

strategic

clarity

1. Collate a full set of outstanding strategic questions.

2. Fully define the strategic imperatives.

3. Decide the rhythm and regularity with which

each strategic imperative should be brought

back to the Board.

4. Embed regular checks and reflections to

ensure the Board is using its time on the

most important strategic matters.

The strategic priorities of the Company shifted

during FY23 due to declining performance and the

associated liquidity challenges described throughout

this annual report. A strategy session was held in

early FY24 to reset the strategic priorities, and a plan

for Board ‘deep dives’ into different strategic topics,

is being developed.

Board

composition

and diversity

1. Consider increasing the size of the Board by

one or two more Non-Executives.

2. The Nomination Committee should complete

a review of the skills matrix of the Board in

light of the business strategy. Particular areas

for consideration should be international

experience, brand and Ecommerce.

3. Targets for Board diversity should be

considered in the light of best practice,

particularly for gender, age, ethnicity

and LGBT.

The Nomination Committee determined that the size

of the Board was appropriate for the size of the

Company at present.

The Nomination Committee increased the scope

ofthe skills matrix, as can be seen on page 65.

As outlined on pages 75 to 76 of the Nomination Committee

Report, Board diversity targets are aligned with the

requirements of the Financial Conduct Authority (FCA).

Whilst targets for age, LGBT and other diverse

characteristics have not been set, recruitment

processes are designed so as to encompass a broader

range of such characteristics when seeking candidates.

Superdry plc Annual Report 2023

Diversity and inclusion

The Board has oversight of diversity and inclusion matters

but delegates authority to the Nomination Committee to

consider these. In July 2022, the Nomination Committee

approved a revised Board Diversity and Inclusion Policy, to

include enhanced diversity targets introduced by the FCA in

April 2022. Please see the Nomination Committee Report at

page 74 for further details.

Risk management and internal control

The Board confirms that there are processes for identifying

and mitigating risks and a system of internal financial and

non-financial controls. For a description of our systems for

risk management, please see How We Manage Our Risks

on page 47. For further information on our internal control

framework and the ongoing work to ensure it is robust,

please see the Audit Committee Report on page 77.

Directors’ conflicts

The Directors are required to avoid a situation in which

they have, or could have, a direct or indirect conflict with

the interests of the Company. The Board has established

aprocedure whereby the Directors are required to notify

theChair and the General Counsel and Company Secretary

of all potential new outside interests and actual or perceived

conflicts of interest that may affect them in their roles as

Directors of Superdry. All potential conflicts of interest

are authorised by the Board and changes to the register

of Directors’ interests are reviewed by the Board at

scheduled Board meetings.

Directors’ indemnity insurance

The Company maintains Directors’ and Officers’ Liability

Insurance which provides appropriate cover for any legal

action brought against our Directors and/or officers. In

accordance with section 236 of the Companies Act 2006,

qualifying third-party indemnity provisions are in place for

all Directors of Group companies, in respect of liabilities

incurred as a result of their office, as far as is permitted

by the law.

Election and re-election of Directors

and AGM

At the annual general meeting (AGM) Directors will offer

themselves for election or re-election. We consider the

Directors offering themselves for election or re-election to

be effective, committed to their roles and to have sufficient

time available to perform their duties. For biographical

details of our Directors, please refer to pages 62 to 63.

Our AGM will take place on Thursday 5 October 2023.

The notice of the meeting is being sent to shareholders

and is available at corporate.superdry.com. The Directors

consider that each of the proposed resolutions in that notice

are in the best interests of the Group and shareholders. The

resolutions are put to a poll, rather than a show of hands, to

ensure that the votes of all shareholders are counted, even if

they cannot attend in person. Proxy forms allow for three-

way voting. All Board members attend the AGM each year

save for exceptional circumstances where one or more

Directors may attend by video conference. Directors are

available to answer questions during the meeting or to

discuss matters more informally following the meeting.

Jennifer Richardson

Company Secretary

31 August 2023

Governance → Corporate Governance Report

Effectiveness

of the

Nomination

Committee

The Nomination Committee needs to consider

Board composition/succession and Executive

Committee succession. This should deliver both

plans for key person risk as well as longer-term

plans for Executive succession.

Board and Executive Committee composition

and succession was reviewed by the Nomination

Committee during the year. Please see page 75

forfurther details.

Effectiveness

of the

Company

Secretary

Ensure the Company Secretary has a role

which is increasingly educational and facilitative

of the Executive and Board needs, as well

as administrative.

This will be progressed during FY24 once a formal

internal Board and Committee review has taken

place, and any training and development needs

are identified.

Effectiveness

of controls

The Audit Committee should ensure significant

progress is made in FY23 with the Group’s finance

transformation project to establish a robust

control environment.

The Audit Committee has continued to monitor

progress of the finance transformation project.

However, the liquidity challenges of the Company

unavoidably diverted some focus away from the

transformation programme. An update on the

progress made and focus for FY24, can be found

in the Audit Committee Report on page 77.

Superdry plc Annual Report 2023

Dear Shareholders

I am pleased to present the Nomination Committee’s report

for the financial year ended 29 April 2023. A key focus of

the Committee was to recruit a new independent NED to

replace Faisal Galaria, who stepped down from the Board

on 30 October 2022. I am delighted that we were able to

appoint Lysa Hardy on 1 May 2023 following a rigorous

recruitment process. Further details about the recruitment

and appointment process followed, can be found on page 75

of this report. Lysa brings with her a wealth of marketing and

digital experience and is also our new designated NED for

colleague engagement. I thoroughly enjoyed my time in this

role, and I am confident that Lysa will find her time with the

SD Voice invaluable.

During FY23, the Committee reviewed the Executive

structure to ensure it was appropriate for the priorities

identified for the year ahead. Given the changing needs

of the business, a number of changes in responsibility

were identified which are set out in more detail below. The

Committee also focused on Executive succession planning

– please refer to page 75 of this report for further details.

Towards the end of FY23, Ruth Daniels, our General Counsel

and Company Secretary, indicated that she would like to step

down from her role, and she left the business on 30 June

2023. I would like to take this opportunity to thank her

forheroutstanding support to the Board and Committees

during her time with Superdry.

Helen Weir

Chair, Nomination Committee

Governance → Nomination Committee Report

Nomination Committee Report

Nomination Committee Members

Helen Weir (Chair)

Faisal Galaria (stepped down 30 October 2022)

Lysa Hardy (appointed 1 May 2023)

Georgina Harvey

Alastair Miller

Peter Sjölander

The Committee is comprised of independent NEDs,

and the Chair of the Board. For full details please refer

to Board biographies on pages 62 and 63.

Nomination Committee meetings

and attendance

There were five scheduled meetings during FY23,

and all Committee members attended each meeting,

except for Lysa Hardy who was appointed to the

Committee post year end. Please refer to the Board

and Committee meetings attendance table on page 65

for full details.

Regular attendees, by invitation, included the CEO,

Global People Director, the Group General Counsel and

Company Secretary, Deputy Company Secretary and

Assistant Company Secretary. The role of secretary was

performed by the Company Secretary or their nominee.

A report of the Committee’s activities is given to the

Board at each of its scheduled meetings.

We were delighted to make the internal appointment of

Jennifer Richardson, previously Head of Legal – Commercial,

as Ruth’s replacement from 1 July 2023, and very much look

forward to working with her.

The following pages of this report outline the key activities

of the Committee during year.

Helen Weir

Chair, Nomination Committee

31 August 2023

Superdry plc Annual Report 2023

Governance → Nomination Committee Report

Executive Committee composition

During the year, the Committee also reviewed the composition

of the Executive Committee. This resulted in some changes

to the roles and responsibilities, with the CFO taking on

responsibility for strategy, and the Chief Technology Officer

reporting directly to the CEO. Later in the year, with the

departure of the Chief Operating Officer, responsibility for

the Wholesale business passed to the Retail Director who

took on a new role as Commercial Director; responsibility

for merchandising passed to the Sourcing and Sustainability

Director, and responsibility for Logistics and fulfilment

passed to the Chief Technology Officer.

The Committee also reviewed the Executive Committee

succession pipeline, which included a review of the Executive

and senior leadership structures, skills and development

opportunities. Potential successors for each Executive

Committee member were reviewed, and development

actions agreed to ensure sufficient contingency in case of

‘emergency’ succession, right through to three years into

the future. The succession plan will continue to be a focus

of the Committee during FY24 and beyond.

Additionally, the Committee considered the effectiveness

of the Executive Committee performance review process

and agreed a new approach for FY24. During FY24,

theCommittee will continue to review the organisational

structure of the Company to ensure it remains effective

and appropriate for the business’ needs.

Board diversity and Inclusion

The Board believes that it is vital to have a fully diverse

and inclusive Board, comprising Directors with a mix of

skills, knowledge, experience, backgrounds, genders, ages,

ethnicities and other characteristics. It is the Board’s strong

belief that a diverse Board with different perspectives,

insights and viewpoints, promotes improved decision-

making and ultimately benefits Superdry’s stakeholders

through a long-term sustainable business.

The Board understands that supporting our workforce

ina culture of trust and respect is essential to the success

ofSuperdry, where colleagues feel valued and rewarded

forthe work they do. The tone for diversity and inclusion

across the organisation is set from the top and the Board

believes that having a diverse leadership team and an open

and inclusive culture form part of Superdry’s core values.

We believe there is strength in difference.

All appointments to the Board are made on merit against

a set of objective criteria, in the context of the skills,

experience, independence and knowledge that the Board

requires to be effective. Where prospective candidates

areof equal merit, the Committee will advocate the selection

of candidates that will increase diversity at Superdry.

Ourgender and ethnicity targets for the Executive

Committee and senior leadership are set out in the People

report on page 44. Our commitments on diversity and

inclusion are driven by the Board’s Diversity and Inclusion

Policy (see below), which supports a diverse pipeline of

candidates for Board, Executive and senior leadership

positions. However, we recognise that there is more to

bedone to improve the diversity at Superdry and this will

remain on the Committee’s agenda throughout FY24.

Principal responsibilities

• Lead on the process for Board and Executive Committee

appointments, ensuring appointees have the requisite

skills and experience identified;

• Regularly review the composition of the Board and

Executive Committee;

• Review and monitor diversity and inclusion, including the

diversity of the Board and its Committees on an annual

basis, as part of the annual Board evaluation;

• Keep under review the succession needs of the Board,

Executive Committee and senior leadership team;

• Ensure that appropriate procedures are in place to enable

the nomination, induction, training and evaluation of

directors and members of the senior leadership team; and

• Review the time commitments and independence of

potential and existing NEDs to ensure that they have

sufficient time to fully discharge their duties.

The Committee’s full terms of reference can be found at

corporate.superdry.com. For further information on the

skills, experience and tenure of Board members, please

refer to the biographies on pages 62 to 63 in the Corporate

Governance Report.

Board appointments

During the year, the Committee led the recruitment and

appointment process for a new independent NED, with

marketing and digital experience. A formal and robust

process was followed with support from independent

executive search agency, The Up Group. They provided

adiverse pool of applicants from which the Committee could

draw candidates with the skillset and experience required.

Interviews were conducted by the Committee Chair, who

isalso the Senior Independent Director, and the Chair of the

Board. Suitable candidates were shortlisted for longer,

in-depth interviews with the CEO, the General Counsel

and Company Secretary and the Global People Director.

Preferred candidates were then considered by the

Committee for recommendation for appointment. The

Committee carefully considered the skills, experience,

independence, and time commitments of such candidates

to ensure they would have sufficient time to fully discharge

their duties and could provide value in the pursuit of

achieving the Group’s strategic objectives. The skills,

experience, independence and time commitments of each

NED is reviewed by the Committee on an ongoing basis

toensure the composition of the Board remains effective.

TheBoard was delighted to appoint Lysa Hardy who has

already made a valuable contribution to the Board in the

short period since she joined.

The Up Group was the only executive search firm used

during FY23 and has signed up to the Voluntary Code of

Conduct for Executive Search Firms. There is no connection

between the agency and the Group, or with any of the

directors of Superdry plc or any of its subsidiary companies.

Superdry plc Annual Report 2023

As reported last year, the Committee approved a revised

Board Diversity and Inclusion Policy to align with the FCA’s

new listing rule, and which also supports our strategic

objectives, to ‘Lead through sustainability’ and ‘Make it

happen’. We are pleased to report that we have met two of

the three diversity targets for Boards of listed companies:

a. at least 40% of the Board are women – three of our

seven Board members are women. This target has

been achieved with the recent appointment of

Lysa Hardy; and

b. at least one senior Board position is held by a woman

– Helen Weir is our Senior Independent Director.

However, the third target – that at least one Board member

is from a minority ethnic background – has not been met.

Whilst the Board advocates a fully diverse and inclusive

Board, and during the recruitment process for a new NED

the Committee sought to appoint a candidate from a

minority ethnic background, unfortunately we were not

able to attract a candidate with the skills and experience

the Board required. The Board considered the possibility

of appointing an additional NED and expanding the skills

requirement in order to increase the opportunity to attract

candidates from a more ethnically diverse talent pool, but

given the Company’s financial position and size, felt that this

would not be appropriate. The Committee will continue

toreview its composition and candidates from ethnic

minority backgrounds who possess the required skillset,

willbe prioritised in any future Board recruitment.

Full details of our Executive Committee and senior

leadership team ethnicity and gender diversity targets

and results can be found in our People report on page 44.

Please also refer to our Gender Pay Gap reporting on

page 103 and on our website at corporate.superdry.com.

Board and Committee performance

An externally facilitated independent Committee

performance review was completed at the start of FY23

and was reported in our FY22 Annual Report and Accounts

(see page 90 of that report). As outlined in the Corporate

Governance Report on page 71, an internal review of

Board and Committee performance was scheduled for

March 2023; however, given the focus of the business

and the Board on steering the Company out of its liquidity

challenges and the temporary absence of the Company

Secretary, this was not completed. Annual reviews of the

performance of the Board and Committees will resume

from FY24.

Governance → Nomination Committee Report

Superdry plc Annual Report 2023

Dear Shareholders

I am pleased to present the Audit Committee’s report

for the financial year ended 29 April 2023. The Committee

continued to contribute to the Board’s oversight, monitoring

and challenge of the Group’s financial reporting, risk

management, internal audit, internal controls, tax and

treasury functions and procedures. This report outlines

the activities of the Committee in FY23 and how it has

discharged its responsibilities. The complete terms of

reference for the Audit Committee were revised and

updated by the Committee during FY23 and can be

found at corporate.superdry.com.

As widely reported, the economic environment

remained challenging during FY23 and a key priority for

the Committee was to continue to monitor cash flows and

ensure that the liquidity requirements of the Group were

adequately provided for. We were, therefore, pleased to

secure a revised asset-backed lending facility with Bantry

Bay Capital Limited (Bantry Bay) in December 2022.

Whilst we saw an improvement in Retail and Ecommerce

sales during Autumn/Winter 2022, the trading environment

became much more challenging during early 2023. As

referenced earlier in this report, the resulting impact on

sales, coupled with the underperformance in our Wholesale

business, resulted in the Company facing significant liquidity

challenges towards the end of the financial year. The Board

agreed to several cash-generating initiatives (please see

page 24 for more information) which unavoidably diverted

some focus away from the transformation programme

established during FY22 to improve internal financial

controls (see page 83 of our FY22 Annual Report and

Accounts). Nonetheless, thanks to the dedication of our

colleagues, progress has been made during FY23 as

detailed in the ‘Review of the Effectiveness of Internal

Controls’ section on pages 82 to 83. The improvement

ininternal controls is now tangible and has unearthed some

historic issues, mainly around the recoverability of third-

party Ecommerce debtors which has been overstated in

previous years, and has led to a prior-year adjustment

as detailed on page 21 and in Note 37 of the Financial

Statements. There are still further improvements to controls

Alastair Miller

Chair, Audit Committee

Governance → Audit Committee Report

Audit Committee Report

Audit Committee Members

Alastair Miller (Chair)

Faisal Galaria (stepped down 10 June 2022)

Lysa Hardy (appointed 1 May 2023)

Georgina Harvey

Helen Weir

The Committee is comprised of independent NEDs with

at least two members considered by the Board to have

competence in accounting (Alastair Miller and Helen

Weir), and all members have recent and relevant financial

experience, alongside significant retail sector expertise.

For full details please refer to Board biographies on

pages 62 and 63.

Audit Committee meetings and attendance

There were eight scheduled meetings during FY23, and

all Committee members attended each meeting, except

for Lysa Hardy who was appointed to the Committee

post year end. Please refer to the Board and Committee

meetings attendance table on page 65 for full details.

Regular attendees, by invitation, included the Chair,

CEO, CFO, Group Financial Controller, Head of Internal

Audit and Risk, Senior Internal Audit Manager, Group

General Counsel and Company Secretary, the Deputy

Company Secretary and the Assistant Company

Secretary. The role of secretary was performed by

the Company Secretary or their nominee. A report of

the Committee’s activities was provided to the Board

at each of its scheduled meetings.

Representatives of the external auditor also attended

each scheduled meeting.

and processes being implemented across the Company and

this programme will remain a key priority throughout FY24.

Further analysis of the financial performance and cash-

generating activities of the business can be found in the

CFO Review on pages 18 to 25. The impact of the Company’s

liquidity issues is described in How We Manage Our Risks,

on pages 47 to 61.

The Audit Committee was also tasked with completing an

external auditor tender process, due to the resignation of

Deloitte on 11 October 2022. We were pleased to recommend

that the Board appoint RSM as external auditor, which was

approved on 21 November 2022, under the casual vacancy

provisions of the Companies Act (s489(3)(c)). Further

details on the tender process and external audit

appointment can be found on page 84 of this report.

Finally, I would like to take this opportunity to thank my

fellow Committee members and Superdry colleagues for

their hard work and commitment to completing this year’s

audit, against a backdrop of other time-consuming activities

that coincided with the end-of-year process.

Alastair Miller

Chair, Audit Committee

31 August 2023

Superdry plc Annual Report 2023

Governance → Audit Committee Report

At the request of the Board, the Committee considered

whether the Annual Report and Accounts, taken as a whole,

were fair, balanced and understandable and whether they

provided the information necessary for shareholders to

assess the Group’s financial position and performance,

business model and strategy. The Committee concluded

that the Annual Report and Accounts, taken as a whole,

were fair, balanced and understandable and provided the

information necessary for shareholders to assess the

Group’s financial position and performance, business

model and strategy.

The Committee reviewed the critical accounting policies,

assumptions and estimates, including information presented

by management on key accounting judgements, concluding

that those estimates, assumptions and judgements

werereasonable based on the information available.

TheCommittee considered the presentation and disclosure

of material judgements to ensure adequacy, clarity and

completeness. The Committee also reviewed the going

concern, including the material uncertainty, and viability

ofthe Group over the longer term, as part of its assessment

of the Group’s risk.

Further improvements in the internal controls and period-

end closure processes have unearthed a historical issue

around the way that we have accounted for the trading

relationship with our third-party Ecommerce partners,

resulting in certain charges not being recognised correctly

and a subsequent overstatement of the recoverability

ofthese debtors. A full investigation has been undertaken

and the Committee, in consultation with our external auditor,

has agreed that a prior year adjustment is the appropriate

way of dealing with this misstatement. Please see Note 37

of the Financial Statements for further detail.

Key judgements and estimates

Fixed asset impairment

Following impairment to the Group’s property, plant and

equipment (PPE) and right-of-use assets of the store cash

generating units (CGUs) in preceding financial years,

afurther impairment review is performed on an annual basis

in order to determine the recoverable amount of each store

CGU. The carrying value of the store CGUs is adjusted to the

recoverable amount accordingly. The impairment review

isbased upon the Group’s medium-term financial plan which

is prepared on a ‘top down’ basis and is then attributed to

individual stores based on their historic performance relative

to the rest of the store estate. The Committee considered

management’s approach to the impairment review, the

medium-term financial plan and the overall methodology,

and challenged the projected cash flows, long-term growth

rates, and discount rates used. The Committee considered

the wider trading environment, including the impact of

inflation on both input costs and the squeeze on consumer

spending, as well as the slower than expected recovery

offootfall following the Covid-19 pandemic. The Committee

was satisfied that the medium-term financial plan

appropriately reflected the external challenges

currently faced by Superdry.

Role and responsibilities

The Audit Committee:

• Monitors the integrity of the Group’s annual financial

statements, the half-year report and any formal

announcements relating to the Group’s financial

performance, including reviewing significant financial

reporting judgements. The Committee receives regular

reports from the Group’s external auditor;

• Reviews and challenges significant accounting

policies, whether the Group has followed appropriate

accounting standards and the clarity and completeness

of financial disclosures;

• Reviews information in the financial statements relating

to risk management and audit and keeps under review the

effectiveness of the internal audit function, the systems of

internal controls and the frameworks for risk management.

The Committee provides oversight of the Group’s Risk

Committee. The Committee ensures that the Group’s

internal audit function is adequately resourced;

• Provides advice, when requested by the Board,

on whether the Annual Report, taken as a whole,

isfair, balanced and understandable and provides

theinformation necessary for shareholders to assess

theGroup’s financial position and performance, business

model and strategy;

• Conducts the external audit tender process and makes

recommendations to the Board about appointment,

re-appointment or removal of the external auditor, and

approves their remuneration and terms of engagement;

• Reviews and monitors the independence of the external

auditor and the objectivity and effectiveness of the external

audit process and the audit plan. The Committee ensures

that the provision of non-audit services by the external

auditor does not impair its independence or objectivity.

The Committee recommends the appointment of the

external auditor to the Board;

• Reviews the Group’s whistleblowing arrangements

onanannual basis; and

• Reports to the Board on how it has discharged its

responsibilities.

The Committee’s full terms of reference can be found

atcorporate.superdry.com.

Committee areas of focus during FY23

Financial reporting

During the year, the Audit Committee met with management

and the external auditor as part of the annual and half-yearly

reporting approval process. The Committee reviewed and

evaluated the appropriateness of the full-year and half-year

financial statements with management and considered

relevant supporting papers. The full-year financial results

were reviewed with the external auditor. The half-year

results were reviewed by RSM under an Agreed-Upon

Procedures engagement at the Committee’s request.

Superdry plc Annual Report 2023

IFRS 16 – Leases

The calculations required for IFRS 16 – Leases require

certain key assumptions for leases that fall within the

scope of the standard. The Committee reviewed the

key assumptions made by the Company, which included:

the assessment of the lease term commitment for leases

with potential break clauses; the treatment of any lease

modification from extension agreements; and the use of

the portfolio approach by country or region to determine the

appropriate incremental borrowing rate (IBR). Using these

assumptions for lease modifications and renegotiations,

the Group recognised a credit of £11.1m in other gains

(2022: £16.8m).

The Group has continued to adopt the practical

expedient for Covid-19 related rent concessions for

any rent modifications or renegotiations meeting the

recognition criteria, which allowed the Group to recognise

rent concessions within profit or loss rather than treat them

as a lease modification. This relief ceased at the end of

June 2022, with the related credit to profit or loss in FY23

of £0.7m (2022: £3.7m).

The Group also continues to recognise an onerous

contract liability for the service charges element of the

rental contracts, which is outside the scope of the standard.

Deferred taxation methodology

Based on the updated Financial Reporting Council’s (FRC)

guidance on recognition of deferred tax under IAS 12, we

have revised downward the forecast period for taxable

profits against which measure our deferred tax assets.

Deferred tax assets are now only recognised to the extent

that there are deferred tax liabilities against which they may

be offset.

Going concern and viability

The Committee reviewed and challenged management’s

review of going concern and viability for the Group, with

focus on the Budget and medium-term plan for the Group.

The Committee challenged the key assumptions made

within the plans, including the impact of the cost-of-living

crisis, the ability to deliver the required brand reset and

drive the revenue targets, as well as deliver the initiatives to

realise the embedded cost saving. The Committee reviewed

the cash flows for the medium-term plan against the existing

funding facilities and assessed management’s proposed

funding across the plan. As a result of the market

uncertainties and the significant activity required to

deliver the medium-term plan cash flows, the Committee

confirmed management’s conclusion that there exists

material uncertainty related to the ability of the Group

tooperate within existing committed facilities throughout

the medium-term plan.

Inventory

The inventory balance is recognised net of an overall provision

of £3.8m (FY22: £6.1m). The inventory provision consists of

£2.1m (FY22: £2.2m) for aged and faulty stock and a £1.7m

(FY22: £3.9m) provision for specific excess inventory related

to the Spring/Summer and Autumn/Winter 2020 seasons

that primarily resulted from the Covid-19 pandemic.

This additional specific provision for Spring/Summer and

Autumn/Winter 20 stock mainly relates to slow-moving

product that is forecast to be sold at a loss through various

clearance channels. Additionally, £0.3m (FY22: £2.1m)

is recognised in relation to high-end Autumn/Winter

20 concept product, which initially experienced very low

sell-through rates. The reduction in the specific provision

versus FY22 reflects better than expected sell through in

FY23, particularly of the high-end Autumn/Winter concept

product. We continue to hold the provision due to the ageing

nature of the stock and expected declining sell-through.

The Committee reviewed the methodology and assumptions

used by management to determine the total stock provisions

required at the end of FY23.

The inventory balance comprises inventory stated at

standard purchase cost, adjusted for actual cost variances.

All cost variances are released to the profit and loss account

in line with the sales profile of the stock sold. The Committee

reviewed the methodology and assumptions used by

management to determine the variances charged to profit

and loss for FY23 and the remaining variances included in

FY23 year-end stock values.

Debtors and bad debt provisioning

The bad debt provision of £6.0m (2022: £4.7m) includes

both a specific provision and an expected credit loss

(ECL) provision, calculated in accordance with IFRS 9.

Thespecific provision of £4.2m (2022: £3.2m) is calculated

by conducting an individual assessment of all debtor

balances. As per IFRS 9, the individual circumstances of

each debtor are subject to consideration. The ECL provision

of £1.8m (2022: £1.5m) is calculated for the aggregated

remaining debtors profiled by country and based on the

Group’s historic loss experience, together with forward

looking information. The Committee reviewed the debtor

summary, ageing profiles and the provisions for bad debts

toensure they remained appropriate, taking account of

performance in the year against last year’s provision and

cash collections post year end. The specific provision was

made for balances assessed as being uncollectable on

acustomer-by-customer basis, having regard to available

credit insurance and any security held by the Group. The

Committee was satisfied with the level of provision, given

both the profile of the year-end debtor book, the Group’s

historic loss experience and the future economic outlook.

Governance → Audit Committee Report

Superdry plc Annual Report 2023

considerations as well as in the calculations for impairment

and assessments of recoverability of deferred tax assets.

Although there remains a high level of uncertainty as

a result of the current macroeconomic outlook and

business performance, the Committee’s analysis

supports the plan adopted.

Internal controls framework review

A control deficiency remediation project continued during

the year. Whilst some progress has been made over the last

two years, other priorities for the Finance team have meant

that progress has been slower than desired. The exercise

has also identified further weaknesses, specifically legacy

issues associated with our stock and accounting systems

which have been fully investigated and are in the process

of being resolved.

The Committee continues to be regularly updated on the

progress of the remediation project and recognises that

there are still improvements to be made going forward.

It remains a top priority for both the Committee and

management team to deliver further significant progress

through FY24, and this matter is discussed further in the

‘Review of the effectiveness of internal controls’.

Asset-backed lending agreement

The previous asset-backed lending (ABL) facility with

banking partners HSBC and BNPP, expired at the end

of January 2023. A new ABL facility has been agreed

with Bantry Bay, with a lending limit of £80m, subject to

restrictions. A further secondary lending facility of up to

£25m has subsequently been agreed with Hilco Capital

Limited to enable the Group to access the full initial £80m

for its working capital cycle. The Committee has reviewed

the governance and controls surrounding the operation of

the ABL facilities, concluding that those arrangements were

working to the standards required and provide the required

liquidity for the Group.

Monitoring cash and liquidity

Since the new lending agreement was secured, the

Committee has closely monitored the Group’s liquidity

position. Weekly Board calls were introduced in the second

half of the financial year to review cash flow forecasts,

weekly spend patterns and other cash-generating initiatives

such as the sale of Intellectual Property assets in much of

the APAC region, the completion of an equity raise and the

commencement of a significant cost-cutting programme.

These were performed in conjunction with external experts

who advised the Board throughout the process.

Oversight of system implementations and

month-end process

The Audit Committee closely monitored actions taken by

management to improve the month-end close, including the

implementation of software to assist the ‘procure to pay’

process (SoftCo) and enhance month end balance sheet

reconciliations (Blackline). The Committee continues to

review regular updates on the adoption of these systems

and the impact on the balance sheet of the Group at each

month end.

Onerous property-related contract provisions

An onerous property related contracts provision is

recognised when the Group believes that the unavoidable

costs of meeting or exiting a property related obligation

exceeds the benefits expected to be received under the

lease. The calculation of the net present value of future

cash flows is based on key assumptions for growth rates,

expected changes to future cash flows and discount rates.

The Committee reviewed the basis for the key judgements

used in the calculations.

Superdry plc’s investment in subsidiaries

The Committee considered the recoverability of the

intercompany receivables and carrying value of investments

in its subsidiaries. The key assumptions reviewed relate to

the calculation of net present values of the cash flows for

each of the Group’s subsidiaries, which include the medium-

term plan, the allocation of cash flows by entity, long-term

growth rates used and discount rates. The Committee

considered the sensitivity impact of changes in assumptions

and potential additional impairment if performance is

adverse to forecast.

Net investment in foreign operations

Foreign exchange gains and losses on intra-group balances

are recognised in profit and loss, except were the intra-

group balance forms part of the net investment in a foreign

operation. During the year, Superdry management have

redesignated the intercompany loan balances between the

UK entities and US entities as a net investment in foreign

operations, due to the change in the scale of the operations

in the US. The Committee reviewed the likelihood that the

loans will be repaid in the foreseeable future and agreed

with management’s decision to redesignate the balances

as a net investment.

Adjusting items

Adjusted operating profit and margin are measures

which seek to reflect the performance of the Group that

will contribute to long-term sustainable profitable growth.

The Directors focus on the trends in adjusted operating

profit and margins and they are key internal management

metrics in assessing the Group’s performance. The Committee

reviewed the items classified as adjusting items in the Group

financial statements and agreed the proposed presentation.

Other matters

Prior year adjustment

As part of management’s ongoing balance sheet control

improvements, a number of material adjustments were

identified which impact both this year and prior years. In

respect of the prior financial year, the Company presented

an adjustment to write-down the balance recoverable from

our debtors and also established a required adjustment

to the impairment provision and associated release,

primarily on disposal of stores. The Committee reviewed

the proposed prior year adjustments and assessed the

associated disclosures within the Annual Report for clarity.

Five-year plan

The Committee reviewed the updated medium-term

planning assumptions used in the going concern and viability

Governance → Audit Committee Report

Superdry plc Annual Report 2023

Governance → Audit Committee Report

Principal activities of the Committee

The Committee has an annual calendar of business which is designed to ensure it discharges its responsibilities over the

course of each reporting year. The table below shows the business considered by the Committee during FY23 and early FY24.

Financial reporting

• Regularly assessed areas of significant judgement and

estimates in relation to the consolidated financial statements;

• Reviewed this Annual Report and FY23 interim

financial statements;

• Considered the appropriateness of management’s

assessment of going concern and the viability statement;

• Reviewed the Treasury Policy and treasury

arrangements; and

• Reviewed the tax strategy.

External audit

• Conducted an external auditor tender process and

recommended an external auditor for appointment

by the Board;

• Reviewed timetables and plans for the external

audit process;

• Assessed auditor effectiveness and independence;

• Reviewed audit findings and challenged management on

the actions to address these; and

• Approved the Non-Audit Services Policy and fees.

Internal control, risk management and internal audit

• Reviewed the effectiveness of risk management across the

business and conducted an annual review of the Risk

Management Policy;

• Reviewed the principal risks and uncertainties;

• Received risk management updates and Risk

Committee minutes;

• Approved the internal audit plan and reviewed internal

audit reports;

• Received progress updates in relation to the strengthening of

internal financial controls (please see pages 82 to 83 to read

more about this);

• Received progress updates relating to internal audits and

outstanding actions;

• Considered the potential for fraud;

• Received updates on changes to the audit, reporting and

corporate governance reform; and

• Carried out an annual assessment of fraud-related risk.

Other matters

• Reviewed progress on refinancing options for

the business;

• Reviewed whistleblowing line arrangements

and the analysis of calls made to Safecall

(independent whistleblowing line) and reviewed

the Whistleblowing Policy;

• Received ethical audit compliance updates in relation

to supplier factories;

• Reviewed the Modern Slavery Statement for

recommendation to the Board;

• Reviewed anti-bribery and corruption arrangements

including the Anti-Bribery and Corruption Policy and

the gifts and hospitality register;

• Received updates on the finance transformation

programme and monitored progress; and

• Reviewed the Committee’s terms of reference.

Superdry plc Annual Report 2023

Governance → Audit Committee Report

against its website during peak trading. Internal Audit also

performed investigations into the root cause of issues

relating to erroneous refunds and the availability of our

till systems in several of our EU stores.

Detailed reports containing the findings and recommendations

of internal audits are presented to the Executive Committee

and Audit Committee along with remediation plans, where

necessary. Remediation actions are communicated to

business owners and are monitored and actively followed

up by the Internal Audit team through to completion within

agreed timescales. Where appropriate, members of the

Executive Committee have been asked to attend Audit

Committee meetings to provide updates on the implementation

of remediation plans. The Audit Committee believes the

Internal Audit function to have been effective during FY23.

The Internal Audit function has also played a significant

role in preparing the Group for the forthcoming audit and

corporate governance reform.

The internal audit plan is subject to ongoing review

during the year, so that it is sufficiently agile to adapt to

changing risk profiles of the business and to react to events

where necessary.

The internal audit plan for FY24 will include auditing the

implementation of changes to the control environment as

part of the ongoing finance transformation project. In light

of the underperformance of the Group’s Wholesale channel,

controls associated with the commercial arrangements with

our partners will be assessed. Focus will also be given to

auditing key components of the internal control framework

prior to the forthcoming audit and corporate governance

reforms becoming effective.

Review of the effectiveness of

internal controls

Background

During FY20, a number of accounting and control issues

were identified by both internal audit and the previous

external auditor (Deloitte), including matters relating to

management review controls, balance sheet reconciliations,

transactional processing controls and deficiencies in general

IT controls. Despite a remediation plan being implemented

in FY21, areas for improvement continued to be identified

during auditing processes in FY21 and FY22. During FY22,

significant control issues were identified in the accounts

payable and inventory business processes (specifically

inventory cost variance accounting). These issues have

been exacerbated by high employee turnover within the

Finance team resulting in the loss of knowledge of the

Group’s processes in these areas which, in lieu of effective

systems, is essential for the adequate maintenance of

controls. As a consequence, further work was required,

including additional detailed transactional testing and

delayed results announcements to ensure there was

sufficient time for both management and the external

auditor to complete the required work.

Committee performance

An externally facilitated independent Committee

performance review was completed at the start of FY23

and was reported in our FY22 Annual Report and Accounts

(see page 90 of that report). As outlined in the Corporate

Governance Report on page 71, an internal review of

Board and Committee performance was scheduled for

March 2023; however, given the focus of the business

and the Board on steering the Company out of its liquidity

challenges and also the temporary absence of the Company

Secretary, this was not completed. Annual reviews of the

performance of the Board and Committees will resume

from FY24.

Committee areas of focus for FY24

The Committee’s main areas of focus for FY24 will be to

monitor cash flows and to ensure that the Group’s liquidity

needs can be met in light of the ongoing uncertain global

trading environment. The Committee will also continue to

focus on the improvement of internal financial controls as

we move towards the forthcoming corporate governance

and audit reform. Embedding of enhanced period-end

close processes and an improvement in the year-end

audit process with our new auditor will also be a priority.

The execution of the FY24 Internal Audit plan, approved

on 20 March 2023, will also be an area of focus for the

Committee. The Committee will also continue to oversee the

embedding and enhancement of Superdry’s TCFD reporting.

The Audit Committee will be regularly updated on the

progress made in FY24. Particular areas of focus for the

Audit Committee will include:

• Ensuring that a robust period-end close process

is maintained;

• Regularly reviewing the strength and depth of the finance

team, given the resourcing issues faced in FY23;

• Oversight of the system implementation as part of the

ongoing finance transformation plan;

• Actions taken to address the control observations raised

by internal and external audit; and

• Progress with being able to comply with the forthcoming

corporate governance and audit reforms and

management’s response to the results of the quarterly

ICQ questionnaire.

Internal Audit

The Group’s internal audit plan is developed by the Head of

Internal Audit and Risk supported by a Senior Internal Audit

Manager. The plan is agreed with the Audit Committee for

each financial year.

During FY23, internal audits have been carried out in the

following areas: stock variance accounts, Task Force on

Climate-related Financial Disclosures (TCFD), delegation

of authority and Blackline – the newly implemented

reconciliation system for balance sheet accounts. An

independent review was also conducted to assess the

business’ ability to respond to a significant cyber-attack

Superdry plc Annual Report 2023

Governance → Audit Committee Report

such as quarterly results against the budget for each

of the Group’s companies, to facilitate the production of

the consolidated financial statements. Workshops have

been held with key stakeholders to review and amend

documented controls to reflect evolving business operations

and system implementation. As part of the quarterly

self-assessment of internal controls, control owners are

required to submit evidence to support their conclusions.

Internal control dashboards are now reviewed with members

of the Executive on a quarterly basis to discuss completion

rates, level of evidence submitted, and areas of non-

compliance, with a consolidated summary presented

to Audit Committee. Results show that there remain

control deficiencies that need to be addressed.

Finance Transformation Plan and future actions

Based on the evaluation above, the Board has concluded

that further work is needed to improve the effectiveness

of the Group’s internal controls. The ongoing finance

transformation plan (the ‘Plan’) continues to be implemented

in order to address control deficiencies, with a framework

for the improvements required across the Group, focusing

on the four pillars of people, processes, policies and

systems. The Group plans to continue with further system

enhancements and in particular, will continue to embed

and enhance the operational effectiveness of systems

implemented during FY23. Enduring solutions to address

the legacy interface issues between our core stock

systems and the accounting systems is also a priority.

The Group is preparing for the forthcoming UK Corporate

governance and audit reform. As part of this, the scope of

the current internal control framework is being extended

with additional levels of assurance to be provided.

Whistleblowing arrangements

The Group has a Whistleblowing Policy and an

independent, externally facilitated whistleblowing line is

in operation (Safecall). The Committee reviewed Superdry’s

whistleblowing arrangements in July 2022 and July 2023

and found them to be operating in accordance with

expectations. The Whistleblowing Policy is reviewed on an

annual basis by the Committee. The Committee is satisfied

that colleagues continue to have the opportunity to raise

concerns in confidence about possible fraudulent activity

or unethical behaviour. The Committee is also satisfied

that arrangements are in place for the full investigation and

escalation of matters reported to the whistleblowing line.

The Committee received a detailed analysis of the calls

received by the whistleblowing line in FY23 and there

were no instances of reported fraud.

Anti-bribery and corruption

Controls are in place to ensure ongoing compliance with

the Bribery Act 2010. The Committee reviews, on an annual

basis, a report of the Group’s corporate gift and hospitality

received by colleagues from external business relationships,

above an agreed threshold. The Group’s Anti-Bribery and

Corruption Policy was reviewed in July 2022 and 2023.

Current position – effectiveness of the Group’s

controls in FY23

During the year, specific activities have been undertaken to

improve and assess the internal control framework, which

has enabled the evaluation of the effectiveness of the

Group’s internal controls across all material controls.

In addition to the full year end external audit, an interim

audit for period 9 was undertaken. This provided an early

opportunity to fully review and reconcile the Group balance

sheet highlighting any issues ahead of year end. This has

been facilitated by system implementation and enhancement,

and provided the new auditor with an opportunity to assess

control improvements as part of the ongoing financial

transformation plan.

A number of new systems have been implemented to

aid improvements in reporting and control. Blackline, a

widely-used reconciliation tool, was implemented to provide

automation, visibility, standardisation and improved control

of the balance sheet accounts within the general ledger.

SoftCo, a new AP automation system, introduced a

purchase order process into the business for the first time,

designed to comply with the Group’s Delegation of Authority

policy. SoftCo has dramatically improved internal controls

around the purchase of goods, including a ‘No PO, No Pay’

policy for many non-stock suppliers. Further to these new

systems, the Group’s existing accounting system, CODA,

has been upgraded to provide improved interfaces and

security, particularly to support the faster and more

effective closing of ledgers at month end.

Given the issues previously identified with inventory, a project

team with Executive sponsorship sought to investigate and

resolve legacy interface issues between the core stock

systems and the accounting system. Whilst significant

progress has been made in resolving these interface issues,

there is still work ongoing and will remain a key focus for

both Finance and IT teams during the course of FY24.

Other non-systemic actions taken to improve the control

environment in finance include:

• The recruitment of additional resource to address the

key issues previously identified and to ensure successful

systems implementation;

• The development of process notes to ensure the

consistent application of controls across Finance

that will aid new colleagues to maintain standards

immediately; and

• The development of additional policies to underpin

the new systems implementations. Existing policies for

existing key accounting areas are also being reviewed.

During the year, Internal Audit assessed the above systems

implementations as well as reviewing other initiatives

including the Delegation of Authority policy.

The Group’s Internal Control Framework (ICF) has been

developed to identify and assess key areas of financial,

operational and compliance risk and amend documented

controls, where necessary, to reflect evolving business

operations, system implementation and reporting processes

Superdry plc Annual Report 2023

Governance → Audit Committee Report

and onerous lease contracts, impairment of investment in

subsidiaries and expected credit losses on intercompany

loans, and deferred tax asset recoverability. The Independent

Auditor’s report on pages 109 to 124 provides a full

explanation of the scope of the audit, concept of

materiality and key accounting and reporting judgements.

Independence and objectivity

Auditor independence is assessed by the Committee

which considers the external auditor’s confirmation

oftheir independence and monitors the nature and value

of non-audit services provided in line with the Group’s

Non-Audit Services Policy. This policy reflects the

recommendations set out in the Financial Reporting

Council’s (FRC) Guidance on Audit Committees (2016)

andthe requirements of the FRC’s Revised Ethical Standard

(2019) (Ethical Standard); that an external audit firm is only

appointed to perform a service when doing so would be

consistent with both the requirements and the principles

of the Ethical Standard, and when its skills and experience

make it the most suitable supplier. In addition, the Ethical

Standard requires an assessment of whether it is probable

that an objective, reasonable and informed third party would

conclude that independence is not compromised.

At times, it is in the Group’s and shareholders’ interests

to engage the external audit firm to deliver services. For

permitted non-audit services that are clearly trivial, the Audit

Committee has pre-approved the use of the external auditor

subject to the limits set out in the Non-Audit Services Policy.

The level of non-audit fees is monitored to ensure that they

do not exceed 40% of the average annual statutory audit

fees payable over the last three financial years.

There were no non-audit services performed by the external

auditor in FY23 (other than agreed-upon procedures

inrelation to the interim financial statements)(FY22: nil).

The Committee will also ensure that employees of the

external auditor who have worked on the audit in the past

two years are not appointed to senior financial positions

within the Group without prior approval of the Committee.

The lead audit partner will also rotate every five years.

The Committee assessed the independence of the external

auditor and concluded that they were independent and that

there were no non-audit services provided by RSM in the

year under review.

Audit fees

The Committee was satisfied that the level of audit fees

payable in respect of the audit services provided by RSM

UK Audit LLP of £2,750,000 was appropriate (not inclusive

of services provided to overseas subsidiaries)

(FY22: £3,340,000 payable to Deloitte LLP).

External auditor

The Committee oversees the external auditor by reviewing,

challenging and approving the audit plan and ensuring that

it is consistent with the scope of the audit engagement.

The Committee also meets regularly with the external

auditor, both with and without management present.

During FY23, the Committee became aware of Deloitte

LLP’s (Deloitte) intention to step down as the Company’s

external auditor and oversaw a tender process to appoint

a new external auditor. RSM UK Audit LLP (RSM) was

appointed by the Board as the Company’s external auditor

on 21 November 2022 under s489(3)(c) of the Companies

Act 2006 (to fill a casual vacancy).

However, the Company was unable to complete a tender

process that fully complied with s489A(5) of the Companies

Act 2006. Whilst a number of audit firms were invited to

participate in the process, some were unable to due to

exceeding the threshold for the provision of non-audit

services to the Group and others withdrew part-way

through due to resourcing issues. Therefore, in order to

protect shareholders’ interests and the timely completion

of the FY23 audit, the Board appointed RSM, on the

recommendation of the Audit Committee, and has been

pleased with their work on the year-end audit. We are

currently liaising with Companies House to seek a deferral

of requirement to complete another tender process and

will be seeking shareholder approval to re-appoint RSM

as the Company’s external auditor at the 2023 AGM.

Audit effectiveness

The effectiveness of the FY22 external auditor, was

undertaken on an ongoing basis during the year by

Committee members, the CFO, and the internal Finance

team. Such review considered Deloitte’s audit plan, and the

appropriateness of the proposed scope, areas of focus for

the audit, and their assessment of key risks, as well as the

Committee’s own interactions with the external auditor

during private sessions after each Committee meeting.

Committee members also considered feedback from the

CFO and key members of the internal Finance team as to

the professional scepticism and challenge on significant

areas of the audit, such as inventory and internal controls.

The review concluded that Deloitte had effectively executed

the audit.

This approach has been followed during the course of

the FY23 audit in relation to RSM, and will continue until

completion of the audit. The Committee will then undertake

a more formal review of effectiveness of the audit as whole.

Supervision and scope of external audit

The Committee oversees the external auditor by reviewing,

challenging and approving the audit plan and ensuring that

it is consistent with the scope of the audit engagement. The

Committee meets regularly with the external auditors, both

with and without management present. During the review of

the audit plan, the Committee discussed and agreed those

financial statement risk areas identified by the auditor that

required additional audit emphasis, such as going concern

and viability, inventory provision, impairment of store assets

Superdry plc Annual Report 2023

Dear Shareholders

On behalf of the Board, I am pleased to present the

Directors’ Remuneration Report for the financial year

ended 29 April 2023.

This financial year, we have been impacted by prevailing

market conditions, creating a challenging trading environment.

The Executive team has continued to implement our reset

strategies through the reduction of business complexity and

inefficiencies whilst maintaining our continued aim of being

the #1 Premium Sustainable Style Destination. The

Committee’s activities during FY23 have:

• Continued to centre around granting Restricted Share

Awards (RSAs) following shareholder approval at the

2021 AGM; and

• Supported the Executive Team and the Group by carefully

balancing the incentivisation and motivation of Superdry’s

workforce with prudent financial management.

‘During FY23, the Remuneration

Committee has continued to operate

the Remuneration Policy which was

approved by shareholders at the 2021

AGM. As a result of the current Policy

reaching the end of its three-year life

in 2024, the Committee, in conjunction

with our major shareholders, will review

the Policy in advance of the 2024 AGM

to ensure it continues to support the

Group’s strategy and promotes the

long-term success of the Group for

all stakeholders.’

Georgina Harvey

Chair, Remuneration Committee

Georgina Harvey

Chair, Remuneration Committee

Governance → Directors’ Remuneration Report

Directors’ Remuneration Report

Remuneration Committee Members

Georgina Harvey (Chair)

Faisal Galaria (Stepped down 31 October 2022)

Alastair Miller

Helen Weir

Lysa Hardy (appointed 1 May 2023)

Attendance

There were four scheduled meetings during FY23, and

all Committee members attended each meeting with

the exception of Faisal Galaria who attended one out

offour meetings (see the Board and Committee meetings

attendance table on page 65 for details). Regular

attendees at meetings by invitation included the Chief

Executive Officer, the Chief Financial Officer, the Global

People Director, the Group Company Secretary and

General Counsel, the Deputy Company Secretary and the

International Reward Manager. The Group’s independent

remuneration consultants also attended meetings by

invitation. The role of secretary was performed by the

Deputy Company Secretary or their nominee. A report

of the Committee’s activities is given to the Board at

each of its scheduled meetings.

Preparation of this report and compliance

This report has been prepared in accordance with

the Large and Medium-Sized Companies and Group

(Accounts and Reports) Regulations 2013, as amended,

the UK Code of Corporate Governance 2018 (Code) and

the Listing Rules. The report is split into three sections:

the annual statement which summarises remuneration

outcomes for FY23 and how our policy will operate for

FY24; the report on the Remuneration Policy (as approved

by shareholders at the 2021 AGM); and the Annual Report

on Remuneration, which sets out how the policy was

implemented for FY23 and how it will be implemented

forFY24. The Directors’ Remuneration Report (excluding

the Remuneration Policy) will be subject to an advisory

vote at the 2023 Annual General Meeting (AGM).

Part 1: Annual Statement

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

In addition, when determining the Policy and practices,

the Committee has addressed the following aspects

(as per Provision 40 of the Code):

Clarity – our Policy is simple and understood by our

senior team, wider colleagues (including the SD Voice,

our colleague engagement forum) and by investors,

who participated in our FY21 consultation.

Simplicity – the Committee uses plain language to explain

the Policy to colleagues, investors and wider stakeholders.

Our remuneration structures are not complex.

Risk – our Policy is based on (i) a combination of both

short and long-term plans based on financial and non-

financial targets; (ii) a combination of cash and equity; and

(iii) a number of shareholder protections (e.g., post-vesting

holding periods, shareholding guidelines and malus and

clawback provisions) which have been designed

toreduce the likelihood of inappropriate risk-taking.

Predictability – our incentive plans are subject to individual

caps, and our share plans have also been made subject

to dilution limits. The scenario charts in the Remuneration

Policy illustrate how the rewards potentially receivable by

our Executive Directors vary based on performance and

share price growth.

Proportionality – there is a clear link between individual

awards, delivery of strategy and our long-term performance.

In addition, the structure of our annual bonus and RSAs,

together with the structure of the Executive Directors’

service contracts, ensures that poor performance is

not rewarded.

Alignment to culture – Superdry’s culture and strategy

isfully supported through the annual bonus, which measures

performance against the KPIs that underpin the delivery

ofour strategy and use of RSAs which creates both internal

and shareholder alignment.

Throughout FY23, Superdry colleagues have been

consulted on various topics of remuneration and how

Executive remuneration aligns with the wider Company pay

policy. Specifically, the SD Voice, has been consulted on

theapproach to the grant of RSAs, the Group pay review,

job levelling and recognition practices. These sessions

wereused to inform decision-making at the Remuneration

Committee and receive feedback as to whether the

remuneration practices were in line with the Code

and Policy specified.

Committee activities during FY23

The key activities undertaken during the year were as follows:

• Reviewing the remuneration of Superdry’s senior executives

and other senior managers (including salary, benefits

andpensions and any bonus schemes if applicable);

• Reviewing and approving the FY23 Restricted Share

Awards proposal and grant;

• Reviewing the FY23 annual bonus scheme and determining

the award level;

• Reviewing Group-wide share plans in light of the Group’s

evolving strategy and prevailing economic conditions and

business performance;

• Reviewing the principles of Group annual pay and benefits

encompassing all employees globally;

• Reviewing and approving the annual gender pay gap report;

• Reviewing and approving the CEO pay ratio;

• Reviewing and approving updated Remuneration

Committee terms of reference;

• Reviewing the FY22 Directors’ Remuneration Report

andGroup-wide remuneration policies;

• Considering and approving the remuneration of senior

new hires; and

• Considering any termination arrangements for departing

senior executive colleagues.

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Remuneration framework

The Board is committed to ensuring that the remuneration framework supports the strategy and that those individuals tasked

with leading Superdry are motivated to drive the business objectives and priorities that need to be successfully delivered.

Toalign the interests of our leaders with those of shareholders, a significant proportion of performance-related remuneration

is in the form of RSAs, designed to encourage a long-term, sustainable mindset. The Remuneration Policy for leaders at

Superdry is based on the principles below.

Recruit and

retain high

calibre talent

Building

a team of

talented

people

Embeds our

unique values

Reinforces

our unique

family culture

Drives share

ownership

Aligning

shareholder

and colleague

interests

Delivers

long-term

sustainable

growth

Encourage

behaviours

delivering

long-term

sustainable

brand growth

Aligned to the

business

objectives

Delivering the

strategic plan

Simple

and fair

Easily

understood

by others and

balanced

against

the wider

workforce

Principal roles and responsibilities

of the Committee

• Determines the framework and policy for the

remuneration of the Chair, Chief Executive Officer,

Executive Directors, General Counsel and Company

Secretary and other Executive Committee members;

• Advises on and agrees the total individual remuneration

of each Executive Committee member, giving due regard

to any legal requirements, the Code and the Listing Rules;

• Approves the design of the annual bonus scheme

(and targets) and share awards operated for Executive

Committee members, the total annual payments made

under such schemes and provides oversight and guidance

in relation to other Group-wide incentives/share award

proposals, to ensure that these are aligned to performance,

Superdry’s culture and the Board’s risk appetite;

• Oversees and advises on the Remuneration Policy and

benefits structures throughout the Group to ensure that

they are aligned with the Group’s strategy, culture and

values while promoting its long-term success and

enabling the attraction, retention and motivation of

all colleagues to deliver the Group’s strategy; and

• Oversees the wider workforce remuneration strategy

along with total reward initiatives to ensure that both

the Executive and wider workforce are aligned.

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Implementation of Directors’

Remuneration Policy for FY23

• Base salary: A base salary increase of 2% was awarded

to Executive Directors from 1 May 2022. The CEO’s base

salary increased to £612,000 p.a. and the CFO’s salary

increased to £382,500. These increases were below

the workforce average increase in the year.

• Benefits in kind and pension: No changes were made

to benefits or the workforce-aligned pension provision.

• Annual bonus: Notwithstanding performance against the

inventory reduction and sustainable product mix targets,

no bonus was payable as a result of performance against

the profit target.

• Long-term incentives: Although no Performance Share

Plan (PSP) awards were held by the current Executive

Directors, the 2019 PSP lapsed in full in September 2022.

RSAs were granted to Executive Directors in October

2022 at 50% of salary, below the 75% of salary maximum.

No changes were made to Non-Executive Director fees

in FY23.

Use of discretion

Other than the reduction applied to the October 2022 RSAs

which were granted at 50% of salary rather than the 75% of

salary policy maximum to ensure that the total remuneration

packages for the CEO and CFO appropriately reflect the

broader stakeholder experience in respect of the year

underreview. No other use of discretion was applied in

respect of FY23.

Implementation of Directors’ Policy

for FY24

The Committee intends to operate the Directors’

Remuneration Policy for the CEO and CFO for FY24

as follows:

• Base salary: Executive Director base salaries were not

increased from 1 May 2023.

• Benefits in kind and pension: No changes will be made

to benefits or the workforce-aligned pension provision.

• Annual bonus: To ensure that the business is focused on

the appropriate activities to drive short to medium-term

value and ensure the continued motivation and retention

of employees, an annual bonus will be operated for FY24;

however, reflecting the current focus of the business,

bonus potential will be capped at 50% of salary (rather

than 150% of salary as per the Policy maximum) and

performance metrics will be based on the delivery

ofcost to gross profit ratio improvement.

• Restricted Share Awards: RSAs to be granted

inFY24 will:

– Vest three years from the grant date, subject

tocontinued employment, satisfactory individual

performance and a positive assessment of

performance against the underpin. No shares

can be sold until at least five years from grant,

other than those required to settle any taxes; and

– Be set at a maximum of 75% of salary, albeit the

Remuneration Committee will consider the prevailing

share price at the time of grant.

No changes are expected to be made to Non-Executive

Director fees in FY24.

Consideration of remuneration elsewhere

in the Company

At the Committee meeting in March 2023, the results of a

comprehensive Group-wide pay review were considered

by the Committee. Whilst the recruitment and retention of

talented people is central to Superdry’s success, along with

the creation of an amazing employee experience as a key

initiative in our strategy, no pay increase was awarded other

than legal requirements in the countries we operate and to

maintain a degree of pay differential between roles in UK

Retail. This will be kept under review.

In September 2022 the Committee approved RSAs which

remained extended to junior management and experienced

professionals for the third time at Superdry, honouring

acommitment by the Committee to encourage and facilitate

share ownership throughout the workforce at Superdry.

The Committee also reviewed the operation of the FY23

bonus scheme and approved the FY24 bonus scheme.

Board changes in FY23

Faisal Galaria stepped down from the Board as a

Non-Executive Director on 31 October 2022, and Lysa Hardy

was appointed to the Board as a Non-Executive Director on

1 May 2023.

Conclusion

I would like to take this opportunity to thank my fellow

Remuneration Committee members for their dedication

during FY23 and to thank Cathryn Petchey, Global People

Director, who has worked extensively with the Committee

to support our work.

I trust that shareholders will continue to support Superdry’s

Remuneration Policy and that you will support this Directors’

Remuneration Report at the 2023 AGM.

Georgina Harvey

Chair, Remuneration Committee

31 August 2023

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Remuneration Policy overview

Element:

Base salary

Purpose and link to strategy Maximum opportunity

Set at levels to attract and retain talented Executive

Directors of the high calibre required to develop and deliver

our ambitious growth strategy. Base salary will reflect each

Executive Director’s individual skill, experience and role

within the Group. Any changes to salary will take account

of average increases across the Group.

Salary increases will typically be in line with the general

level of increase awarded to other employees in the Group

and/or the Executive Director’s country of employment.

In exceptional circumstances (e.g., where there is an

increase in scale, scope and/or responsibility, to reflect

the development and success of the individual within

therole, and/or to take account of relevant levels/market

movements) a higher increase may be awarded.

There is no prescribed maximum base salary level or

maximum annual increase.

Current salaries are detailed in the Annual Report

on Remuneration.

Operation Performance measures

When determining base salary the Committee typically

takes into account:

• Salary levels for comparable roles at companies of

a similar size, industry, global scope and complexity;

• Business and individual performance;

• Changes to the scale and complexity of the role; and

• Salaries paid to other employees across the Group.

Base salary is normally paid on a monthly basis in cash.

The base salary for each Executive Director is normally

reviewed annually in May by the Committee although

anout-of-cycle review may be conducted if the Committee

determines this is necessary. A salary review will not

necessarily lead to an increase in salary.

Individual and business performance are taken into

consideration when deciding salary levels.

Part 2: Directors’ Remuneration

Policy (unaudited)

The following section of this report sets out a summary of

the Directors’ Remuneration Policy which was approved by

shareholders at the 2021 AGM. The full Policy as approved

by shareholders is set out in the 2021 Annual Report.

Policy scope

The Policy applies to the Chair, Executive Directors and

Non-Executive Directors.

Policy duration

Following shareholder approval at the 2021 AGM, the Policy

will apply from that date for a maximum of three years.

Consideration will be given to a new policy in advance

of the 2024 AGM.

Remuneration Policy overview

We aim to provide a remuneration structure and approach

that helps align the interests of Executives and shareholders,

and enables the attraction, retention and motivation of

high-calibre people with the capability to drive continued

growth of the business. Where the Committee has discretion

in implementing the Remuneration Policy, that discretion

will be exercised diligently and in a manner aligned with

shareholder interests. Discretion will only be exercised

within the boundaries and limits set out in the

Remuneration Policy.

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Element:

Other benefits

Purpose and link to strategy Maximum opportunity

To ensure Superdry is broadly competitive on benefits with

broader market practice.

To support personal health and wellbeing.

There is no maximum level of benefits provided to an

individual Executive Director.

Participation by Executive Directors in the SAYE scheme,

and any other all-employee share plan operated in the

future, is limited to the maximum award levels permitted

by HM Revenue & Customs.

Operation

Benefit provision is set at an appropriate market level

taking into account market practice in the Executive

Director’s home jurisdiction, the jurisdiction where they are

based, and benefits for similar roles at similar companies

and the level/type of benefits provided elsewhere in

the Group.

The benefits to which Executive Directors are entitled

include (but are not limited to) private medical insurance

(for the individual and their family), company sick pay,

holiday pay, life assurance, car allowance and staff discount

on Superdry products. Other benefits may be provided

where appropriate.

In-country and global relocation support may also be

provided where appropriate.

Executive Directors are eligible to participate, on the same

basis as other employees, in our SAYE and BAYE schemes.

They may also be granted eligibility to participate on the

same terms in any new benefit plans, including all-employee

share incentives, set up for the wider employee group.

Element:

Pension

Purpose and link to strategy Maximum opportunity

To provide retirement benefits which are market

competitive and to enable us to attract and retain

Executive Directors of the right calibre.

In line with the general workforce contribution

rate (as a % of salary).

Operation

Executive Directors can choose to participate in the

personal pension plan relevant to the country where they

are employed, and/or to receive a cash allowance,

oracombination of the two. Our Group personal pension

plan is a defined contribution plan.

Superdry plc Annual Report 2023

Element:

Annual performance bonus

Purpose and link to strategy Maximum opportunity

To encourage and reward the achievement of challenging

financial and strategic performance targets during a

financial year. The performance measures set each year

align to our strategy and shareholder value creation.

Up to 150% of base salary.

Operation Performance measures

Bonus payments up to 100% of salary are normally awarded

in cash and are not pensionable. An individual Executive

Director may choose to defer bonus awarded into our

Group personal pension plan.

Bonus deferral: To the extent that bonus potential is

restored to the 150% of salary Policy maximum during the

Policy period, one third of any bonus will be deferred into

shares for three years.

Performance is normally assessed over one financial year.

The annual performance bonus may be based on financial

metrics (e.g., revenue and/or profit) and personal and/or

strategic business objectives. The majority of the bonus

will be determined by Group financial performance.

Metrics and targets will be relevant to the particular

performance year and are aimed at securing a sustainable

long-term business model.

The performance criteria and performance targets are

determined by the Committee each year and include

threshold levels for minimum award (below which no bonus

will be awarded), on-target award and maximum award.

The Committee will set demanding performance targets

to encourage stretch performance. These targets are

considered to be commercially confidential and will

therefore be disclosed in due course after the

performance period has ended.

A straight-line sliding scale between threshold (no more

than 25% of opportunity), target (50% of opportunity) and

maximum (100% of opportunity) is used to determine the

level of award.

Malus and clawback provisions apply as described below.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Element:

Share ownership guidelines

Purpose and link to strategy Minimum holding

To help further strengthen the alignment between

management and shareholders.

Minimum of 200% of base salary.

Operation

In employment: Executive Directors not holding shares

worth at least 200% of their base salary will be expected

to retain 50% of any share award which vests (net of tax)

until such time as that level of holding is met.

Post cessation: Executive Directors will need to retain

shares equal to 100% of the in-post shareholding guideline

up until the second anniversary of employment cessation

(or actual shareholding if lower).

Any shares purchased by an Executive Director, shares

acquired in respect of the IPO, shares acquired through

buyout awards and share awards granted prior to the 2020

AGM will be excluded from this post-cessation guideline.

Element:

Restricted Share Awards

Purpose and link to strategy Maximum opportunity

Drives sustained long-term performance, aids retention and

aligns the interests of Executive Directors with shareholders.

Up to 75% of base salary.

Operation Performance measures

Restricted Share Awards are granted on a discretionary

basis and are subject to continued employment at the

end of a three-year performance period with a two-year

post-vesting holding period. Awards may be structured

as conditional awards or nil or nominal cost options.

Executive Directors may benefit, in the form of cash or

shares, from the value of any dividend paid between the

date of grant and the date of vesting (or post-vesting

holding period if later) to the extent that awards vest.

Although no formal performance measures apply to RSAs,

the Committee will retain discretion to reduce the vesting

level (including to zero) after key strategic measures over

the vesting period have been considered (including but

not limited to revenue, % of full-price sales, cash flow,

PBTand margin) and being satisfied that there have been

no environmental, social or governance issues resulting

inmaterial reputational damage.

Malus and clawback provisions will apply as described below.

Superdry plc Annual Report 2023

Selection of performance measures

Profit is normally the primary financial measure for the annual

bonus plan. At the sole discretion of the Remuneration

Committee, adjusting items may be removed where the

inclusion of such items would be inconsistent with fair

measurement, and actual tax may be adjusted to

normalised rates if considered unsustainable.

Performance targets relating to the annual bonus plan

are normally set from the Group’s annual budget, which

is reviewed and signed off by the Board prior to the start

of each financial year. Targets are based on a number of

internal and external reference points. Targets are set to

be stretching but achievable, with regard to the particular

strategic priorities and economic environment in a given

year. Strategic targets for the annual bonus may be set each

year based on the Company’s prevailing strategic objectives

at that time. Targets will be set on a measurable, quantifiable

basis where possible, but due to the nature of the objective

may require some subjective assessment.

In respect of the RSAs granted to Executive Directors, the

Committee must be satisfied with Superdry’s performance

and delivery against performance measures (including

revenue, % of full-price sales, cash flow, PBT and margin)

and be satisfied that there have been no environmental,

social or governance issues resulting in material

reputational damage.

The Committee retains the discretion to alter the weighting,

substitute or use new performance measures for future

incentive awards, if they are believed to better support

the strategy of the business at that time.

Malus and clawback provisions

The Committee has discretion to cancel, reduce or

clawback individual or all annual bonus awards in certain

circumstances including:

• A misstatement of results that resulted in an award being

paid at too high a level;

• A material failure of risk management or health and safety;

• Serious reputational damage to Superdry, and/or personal

misconduct; and

• Corporate failure or insolvency.

The Committee may at any time before the vesting

ofshare awards reduce the number of shares in certain

circumstances, including if:

• A material misstatement of financial results has resulted

inthe award having been granted over a higher number

ofshares than would otherwise have been the case; and

• The number of shares awarded was based on any other

kind of error or basis of information or assumption that

turns out to be inaccurate and resulted in the award

having been granted a higher number of shares than

would otherwise have been the case.

For three years after any PSP or RSA award vests,

theCommittee may decide that the individual is subject

toclawback if:

• There has been a material misstatement of results that

resulted in an award being paid at too high a level;

• There has been an error in assessing any performance

condition or there were inaccurate or misleading

information or assumptions that resulted in the award

vesting at a higher level than otherwise would have been

the case;

• There has been serious reputational damage to Superdry;

and/or personal misconduct; or

• There is a corporate failure or insolvency.

Legacy arrangements

The Company will honour any commitments entered into

prior to the approval and implementation of the current

Remuneration Policy, and Executive Directors will be eligible

to receive payment from any historical awards made.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Julian Dunkerton

Chief Executive Officer

Shaun Wills

Chief Financial Officer

Scenario chart

The charts below show potential payout under the current Directors’ Remuneration Policy using the following assumptions:

Minimum • Consists of base salary, benefits and pension:

• Base salary from 1 May 2023;

• Benefits are based on estimated values for 2023/24;

• Pension of 4% of salary; and

• RSA of 75% of salary (noting that actual awards may be lower).

Base salary

Benefits

Pension

RSA

Total

minimum

Julian Dunkerton £612,000 £16,000 £24,480 £459,000 £1,111,480

Shaun Wills £382,500 £12,000 £15,300 £286,880 £696,675

Target • As per the minimum scenario plus an on-target annual bonus of 50% of the maximum potential.

Maximum • As per the minimum scenario plus a maximum annual bonus based on 100% of salary (the normal

maximum, noting the policy maximum is set at 150% of salary), noting that potential awards may be

lower (the potential for FY24 will be set at 50% of salary).

Maximum with 50%

share price growth

• As the maximum scenario plus the value resulting from a share price growth of 50% from the RSA award.

Fixed pay (salary, benefits, pension) Annual bonus RSA Share price growth

£’000

£2,000

£1,750

£1,500

£1,250

£1,000

£750

£500

£250

£0

On-target MaximumMinimum Maximum with

share price

growth

On-target MaximumMinimum Maximum with

share price

growth

41%

22%

32%

36%

26%

31%

24%

12%

59%

46% 38% 33%

41%

22%

32%

36%

26%

31%

23%

12%

59%

46% 38% 34%

£1,111 £1,417 £1,723 £1,953 £697 £888 £1,079 £1,223

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Remuneration arrangements

across Superdry

The reward philosophy continues to be consistent across

Superdry, namely that reward should support our business

strategy and be sufficient to attract, motivate and retain

high-performing individuals. Within this framework, there

are differences for a range of reasons, including global

location, best practice, employment regulation and the

local employment market conditions.

• Salaries and benefits – a range of factors are

considered including business performance, individual

capability and performance, the pay of other employees

and external market data;

• Annual performance bonus – consistent with the

Remuneration Policy for Executive Directors, annual

bonuses are typically linked to business performance with

a focus on profit, although the business retains the right

to void a bonus award in circumstances where we deem

an individual has not performed to an acceptable level or

has acted inappropriately during the performance period;

• Share awards – selected below-Board employees may

be invited to receive RSAs on the same or similar terms

to those granted to Executive Directors;

• All-employee share schemes – in the UK the Group

operates SAYE and BAYE share schemes which are

open to all eligible employees. Under the SAYE scheme

employees can elect to save up to £500 each month for

a fixed period of three years. At the end of the savings

period, individuals may use their savings to buy Superdry

ordinary shares at a discount capped at up to 20% of the

market price set at the launch of the scheme. The BAYE

scheme gives employees the opportunity to buy shares

up to the value of £1,800 per year using pre-tax earnings.

For every 10 shares purchased through this scheme the

Group offers one free matching share; and

• Retirement benefits – in line with local country

practices, we encourage all employees to contribute

appropriate savings toward their retirement. In the UK,

we operate pension arrangements within the Occupational

and Personal Pension Schemes (Automatic Enrolment)

Regulations 2010.

Executive Directors’ service agreements

The following table sets out a description of any obligations

on Superdry, contained in the current Executive Directors’

contracts, which could give rise to, or impact, remuneration

payments or payments for loss of office.

Element Terms

Notice period

Julian Dunkerton – 12 months by

Superdry and 12 months by the

Executive Director.

Shaun Wills – 6 months by Superdry

and 6 months by the Executive Director.

Contract date

Julian Dunkerton – 2 April 2019

(interim appointment), 16 December 2020

(permanent appointment)

Shaun Wills – 26 April 2021

Base salary

As per contracts

Pension

contributions

Employer pension contribution

Contractual

benefits

Contractual entitlement to:

• Private medical insurance;

• Company sick pay;

• Life assurance;

• Holiday pay;

• Car allowance; and

• Discount on Superdry products.

Annual bonus

Participation is subject to the

Committee’s discretion

Long-term

incentive plan

Participation is subject to the

Committee’s discretion

The service contract for any new Executive Director is likely

to include provisions for a notice period of up to six months

by either party, an annual salary review and participation

inthe Company’s annual bonus scheme and RSA.

All Executive Director service contracts are available

forinspection at our registered office during normal hours

ofbusiness, and at our AGM.

Discretions retained by the Committee

The Committee will operate the annual bonus plan and

share plans according to their respective rules (or relevant

documents), in line with the applicable approved Remuneration

Policy and in accordance with the Listing Rules where relevant.

The Committee retains certain discretions, consistent

with market practice, with regard to the operation and

administration of these plans. These include, but are not

limited to, the following in relation to RSAs: the participants;

the timing of grant of an award; the size of an award; within

Policy limits the determination of vesting; the discretion

that may be required if dealing with a change of control or

restructuring of the Group; determination of the treatment

of leavers; adjustments required in certain circumstances

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

(e.g., rights issues, corporate restructuring events and

special dividends); and reviewing performance underpins

from one cycle to the next.

In relation to the annual bonus plan, the Committee retains

discretion over: the participants; the timing of grant of a

payment; the determination of the bonus payment; dealing

with a change of control; determination of the treatment

ofleavers based on the rules of the plan and the appropriate

treatment chosen; the annual review of performance

measures and weighting; and targets for the annual

bonus plan from year to year.

In relation to the annual bonus plan, the Committee also

retains the ability to adjust the targets and/or set different

measures if events occur (e.g., material acquisition and/or

divestment of a business) which cause it to determine

that the conditions are no longer appropriate and that an

adjustment is required so that the conditions achieve their

original purpose and are not materially more or less difficult

to satisfy.

Any use of the above discretions would, where relevant,

beexplained in the Annual Report on Remuneration and

may, as appropriate, be the subject of consultation with

ourmajor shareholders.

The operation of our SAYE and BAYE share schemes will be

as permitted under HM Revenue & Customs’ rules and the

Listing Rules. Details of shares or interests in shares held by

Executive Directors at the end of the financial year are set

out in the Annual Report on Remuneration. These remain

eligible to vest based on their original award terms.

Approach to the recruitment and retention

of Executive Directors

When hiring a new Executive Director or promoting to

the Board from within Superdry, the Committee will offer

a package that is sufficient to attract, retain and motivate

the right talent, while at all times aiming to pay no more than

is necessary. In determining an appropriate remuneration

package, the Committee will take into consideration all

relevant factors including but not limited to the impact on

other existing remuneration arrangements, the candidate’s

location and experience, external market influences and

internal pay relativities.

The remuneration package for a new Executive Director

would be set in accordance with the terms of our prevailing

approved Remuneration Policy at the time of appointment

and would take into account the skills and experience of the

individual, the market rate for a candidate of that experience

and the importance of securing the relevant individual.

Salary would be provided at such a level as required to

attract the most appropriate candidate and may be set

initially at a below mid-market level on the basis that it may

progress towards the mid-market level once expertise and

performance have been proven and sustained. The annual

bonus potential would be limited to 150% of salary and

RSAs would be limited to 75% of salary.

Pension provision will be workforce-aligned and other

benefits will be offered in line with local market practices

dependent on where an Executive Director is located.

In addition, the Committee may offer additional cash and/or

share-based elements to replace deferred or incentive

pay forfeited by an Executive Director leaving a previous

employer. It would seek to ensure, where possible, that

these awards would be consistent with awards forfeited

interms of vesting periods, expected value and performance

conditions. For an internal Executive Director appointment,

any variable pay element awarded in respect of the prior role

may be allowed to pay out according to its terms. In addition,

any other ongoing remuneration obligations existing prior

to appointment may continue. For external and internal

appointments, the Committee may agree that certain

relocation and/or incidental expenses (as appropriate)

will be met.

Policy on payment for loss of office

We are committed to ensuring a consistent approach and

to not paying more than is necessary in the circumstances

of loss of office. In the event of an early termination of

acontract, the policy is to seek to minimise any liability.

When managing such situations, the Committee takes

arange of factors into account, including contractual

obligations, shareholder interests, organisational stability

and the need to ensure an effective handover. Executive

Directors may be entitled to a payment in lieu of notice

(PILON) if notice is served by us. In the normal course

ofevents, the Executive Director would work their notice

period. In the event of termination for cause (e.g., gross

misconduct or negligence), neither notice nor PILON would

be given and the Executive Director would cease to perform

services immediately.

In the event of termination for reasons other than cause

(for example, resignation), where the individual is requested

by us to cease working before the end of the notice period,

PILON may be payable. If a portion of the notice period

is served, the PILON will be reduced on a pro-rata basis.

Payments may be made on a phased basis. Alternatively,

rather than making a PILON, we may place an Executive

Director on garden leave for the duration of some or all

oftheir notice period.

Where an Executive Director leaves during a financial year,

the annual bonus will not be payable with respect to the

period of the financial year worked, in line with the Group’s

annual bonus scheme rules.

Any share-based entitlements granted to an Executive

Director under our share plans will be determined based

on the relevant plan rules. The default treatment for RSAs

is that any outstanding awards lapse on cessation of

employment. However, in certain prescribed circumstances,

such as death, ill health, injury, disability, retirement, sale of

the employing company or business outside the Group or

any other circumstances at the discretion of the Committee,

‘good leaver’ status may be applied. For good leavers,

awards will normally vest on their normal vesting date,

subject to the satisfaction of the relevant performance

underpin at that time, and will be reduced pro-rata to reflect

the proportion of the performance period actually served.

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

However, in the event of the death of an Executive Director,

the Committee has discretion to determine that awards vest

at cessation, subject to performance underpin, with no

service pro-rata reduction.

Payment may also be made in respect of accrued benefits,

including untaken holiday entitlement, in line with the

treatment of other employees.

In addition, as is consistent with market practice, we may

pay a contribution towards an Executive Director’s legal

fees for entering into a settlement agreement and may pay

a contribution towards fees for outplacement services as

part of a negotiated settlement.

There is no provision for additional compensation on

termination following a change of control, nor liquidated

damages of any kind.

Consideration of conditions elsewhere

in Superdry

The Committee has oversight of the main compensation

structures throughout Superdry’s business and actively

considers the relationship between general changes

to employee remuneration and to Executive Director

remuneration. When considering changes to Executive

Director remuneration, the Committee is provided with

relevant comparative employee information (for example,

average salary review) across Superdry.

Summary of the Non-Executive Director Remuneration Policy

The Board aims to recruit high-calibre Non-Executive Directors with broad commercial, digital or other relevant experience.

The Remuneration Policy for Non-Executive Directors is as follows:

Element Fees

Purpose and

link to strategy

Fees are set at an appropriate level to attract and retain high-calibre Non-Executive Directors and reflect

the time commitment and responsibilities of each role and fees paid in other companies of a similar size,

industry, global scope and complexity.

Operation

Fees are normally reviewed annually and are normally paid in cash.

Each Non-Executive Director is paid a basic fee for undertaking Non-Executive Director and Board duties.

A higher fee is paid to the Chair of the Board and the Senior Independent Director. Additional fees may also

be payable for taking on Committee responsibilities and other Board duties.

Non-Executive Directors also receive a staff discount on Superdry products. Non-Executive Directors do

not receive any other benefits other than reasonable expenses. Travel and other appropriate expenses

(including fees incurred in obtaining professional advice in the furtherance of their duties) incurred in

the course of performing their duties are reimbursed to Non-Executive Directors along with any

associated taxes.

Non-Executive Directors are covered by the Directors’ and Officers’ insurance and indemnification.

Maximum

opportunity

As is the case for the Executive Directors, there is no prescribed maximum fee or maximum fee increase.

The aggregate fees payable to all Non-Executive Directors combined are capped as set out in Superdry’s

Articles of Association.

Performance

measures

No performance measures apply. Fees are set at an appropriate level to attract and retain high-calibre

Non-Executive Directors.

The Committee does not consider it appropriate to consult

directly with employees when formulating Executive Director

reward policy. However, it does take into account employee

feedback on remuneration from employee surveys, as

provided to the Committee by the Group People Director.

Consideration of shareholder views –

consultation on Remuneration Policy

The Committee consulted with Superdry’s top 15 investors

and the main proxy advisory agencies (the Investment

Association (IA), ISS and Glass Lewis) in FY22 in respect of

seeking shareholder approval to changes to the Remuneration

Policy at the 2021 AGM. After reviewing feedback received,

the Committee adopted a more conventional approach

to post-employment cessation shareholding guidelines

as promoted by the IA (i.e.,100% of the in-employment

shareholding guideline for two years post cessation) and

this change was incorporated into the new Remuneration

Policy. Consistent with good practice, a wrap-up letter

was sent to those consulted at the end of the consultation

exercise which set out the feedback received, and the

Committee’s response. The Committee was encouraged

by the positive feedback and was grateful for the support

received from the vast majority of investors consulted.

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

When recruiting a new Non-Executive Director, the remuneration arrangements offered will be consistent with the policy

presented above. Non-Executive Directors are appointed for an initial period of three years (subject to election at the

Company’s AGM) and then continue to serve subject to annual re-election at the Company’s AGM. Appointments may

be terminated by either the Company or the Non-Executive Director giving three months’ written notice. Save in respect

of retirement by rotation, a Non-Executive Director being removed from office will be entitled to compensation equal

tothe fee during any remaining notice period.

Name Date of appointment

Peter Sjölander 29 April 2021

Helen Weir 11 July 2019

Alastair Miller 11 July 2019

Faisal Galaria 29 July 2019

Georgina Harvey 29 July 2019

Lysa Hardy 1 May 2023

All Non-Executive Director letters of appointment are available for inspection at our registered office during normal hours

ofbusiness and will also be available at our AGM.

Part 3: Annual Report on Remuneration

The following part of the Directors’ Remuneration Report, together with the Annual Statement, will be subject to an advisory

vote at the 2023 Annual General Meeting and sets out both how the Remuneration Policy will be implemented in FY24,

andhow it was implemented in FY23.

The following sections of the Annual Report and Financial accounts are identified as audited or unaudited as appropriate.

Implementation of the Remuneration Policy for financial year 2024

Base salary (unaudited)

Executive Directors’ base salaries are normally reviewed annually on 1 May, taking into account: business and individual

performance: salary levels at companies of a similar size, industry, global scope, growth and complexity; and the salaries

paid to other employees across Superdry. Current annual base salary levels, which were not increased from 1 May 2023,

are as follows:

From 1 May

2023

From 1 May

2022 Increase

Julian Dunkerton Chief Executive Officer £612,000 £612,000 0%

Shaun Wills Chief Financial Officer £382,500 £382,500 0%

Benefits in kind and pension (unaudited)

No changes will be made to benefit provision. Executive Director pension provision will continue to be set at 4% of salary

(paid into the Group’s personal pension plan and/or in the form of a salary supplement).

Annual bonus (unaudited)

To ensure that the business is focused on the appropriate activities to drive short to medium-term value and ensure the

continued motivation and retention of employees, an annual bonus will be operated for FY24, however, reflecting the current

focus of the business, bonus potential will be capped at 50% of salary (rather than 150% of salary policy maximum) and

performance metrics will be based on the delivery of cost to gross profit ratio improvement. Due to commercial sensitivity

of the information, bonus targets will be disclosed, together with the actual performance and payout, in next year’s Directors’

Remuneration Report.

Long-term share awards (unaudited)

As per the FY23 awards, RSAs to be granted in FY24 will:

• Vest three years after the grant date, subject to continued employment, satisfactory individual performance and a positive

assessment of performance against the underpin. No shares can be sold until at least five years from grant, other than those

required to settle any taxes; and

• Be set at a maximum of 75% of salary for the CEO and CFO, albeit the Remuneration Committee will consider the prevailing

share price at the time of grant. The actual grant levels, which may be lower than 75% of salary, will not be agreed until

closer to the date of grant.

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Non-Executive Directors (unaudited)

No changes were made to the annual fees for Non-Executive Directors from 1 May 2023. Annual fee levels for FY24,

asdetermined by the Board are therefore as follows:

Role

From 1 May

2023

From 1 May

2022 Increase

Chair £200,000 £200,000 0%

Base fee for Non-Executive Directors £55,000 £55,000 0%

Senior Independent Director increment £17,500 £17,500 0%

Audit/Remuneration Committee Chair increment £12,500 £12,500 0%

Single figure remuneration (audited)

Base salary/

fees

Taxable

benefits

Pension

contributions

Annual

bonus LTIP/RSA

Other

payments Total pay

Total fixed

pay

Total variable

pay

Non-Executive Chair

Peter Sjolander FY23 198,338 3,212

– – – – 201,550 201,550 –

FY22 201,111 2,530

– – – – 203,641 203,641 –

Executive directors

Julian Dunkerton FY23 612,000 11,211

24,480 – – – 647,691 647,691 –

FY22 600,000 11,211

24,000 – – – 635,211 635,211 –

Shaun Wills FY23 382,500 11,211

15,300 – – 409,011 409,011 –

FY22 375,000 13,834

15,000 – – – 403,834 403,834 –

Non-Executive Directors

Helen Weir FY23 72,500 377

– – – – 72,877 72,877 –

FY22 72,500 896

– – – – 73,396 73,396 –

Alastair Miller FY23 67,500 1,573

– – – – 69,073 69,073 –

FY22 67,500 938

– – – – 68,438 68,438 –

Georgina Harvey FY23 67,500 55

– – – – 67,555 67,555 –

FY22 67,500 1,172

– – – – 68,672 68,672 –

Former Non-Executive Directors

Faisal Galaria FY23 27,500

– – – – 27,592 27,592 –

FY22 55,000 172

– – – – 55,172 55,172 –

1. Julian Dunkerton receives a 4% pension contribution, which is paid in the form of a cash allowance. Shaun Wills receives a 4% of salary

pension contribution.

2. Benefits for Non-Executive Directors comprise of expenses in relation to the performance of duties.

3. Benefits for Executive Directors comprise of a car allowance, medical insurance, and expenses in relation to the performance of duties.

4. Faisal Galaria stepped down from the Board effective 31 October 2022.

Annual bonus for the year ended 29 April 2023 (audited)

Weighting

(% of salary) Threshold Maximum Actual

Payout

(% of max)

EBITDA 70% £18.3m £28.5m

below

threshold 0%

Inventory reduction* 15% 12.3m 12m 9.3m 15%

Goods on hand (units)

Sustainable product mix* 15% 50% 55% 64% 15%

Volume of sustainable product sold

Total 100% 0%

* Not payable unless the threshold EBITDA target was achieved. Inventory units reflect stock on hand in physical locations.

Notwithstanding performance against the inventory reduction and sustainable product mix target, no bonus was payable

as a result of performance against the profit target.

Vesting of share awards (audited)

No share awards held by Executive Directors vested in respect of the three financial years ended 2022/23.

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Share awards granted in the year (audited)

RSAs (structured as nil cost options) granted to the Executive Directors in FY23 were as follows:

Date of grant Basis (% of salary)

Number of shares

under award

Face value of

shares awarded* Vesting Date

Julian Dunkerton 26 October 2022 50% 257,143 £306,000 26 October 2025

Shaun Wills 26 October 2022 50% 160,714 £191,250 26 October 2025

* Based on the 26 October 2022 closing share price of 119 pence.

Reflecting the prevailing share price, RSA levels were granted below the normal 75% of salary maximum.

RSAs will normally vest after three years from grant subject to:

1. Continued employment;

2. Satisfactory personal performance during the vesting period; and

3. A positive assessment of performance against the underpin; and once vested, the resulting shares may not be sold until

atleast five years from the grant date (other than to pay relevant taxes).

Underpin: While the default position is that RSAs granted to Executive Directors ultimately vest, the Committee will retain

discretion to reduce the vesting level (including to zero) after considering a number of performance measures over the vesting

period aligned to the business strategy including but not limited to revenue, % of full-price sales, cash flow, PBT and margin,

and being satisfied that there have been no environmental, social or governance issues resulting in material reputational

damage. In addition, and irrespective of performance against the underpin, the Committee will retain discretion to reduce

the vesting level in exceptional circumstances.

Directors’ interests in share awards and share ownership (audited)

The beneficial and non-beneficial interests of the Directors in the share capital of Superdry at 29 April 2023 are set out below:

Interests in shares

28 April 2023

Ordinary

30 April 2022

Ordinary

Shareholding

guideline

% Against

salary

Guideline

met? RSA

Deferred

shares Saye Baye Total

Julian Dunkerton 20,338,921 17,023,707 200% 2,861% Yes 400,569 20,739,490

Shaun Wills 6,065 4,634 200% 1.4% No 221,371 227,436

Non-Executive Chair

Peter Sjölander 150,000 150,000 150,000

Non-Executive Directors

Helen Weir 10,000 10,000 10,000

Alastair Miller 30,000 30,000 30,000

Georgina Harvey

Former Directors 0

Faisal Galaria

1. In respect of RSAs no awards have been exercised by Executive Directors in the year ended 29 April 2023. Vesting conditions for unvested awards are

consistent with those set out above in respect of the October 2022 RSAs.

2. Calculation based on the share price as of 28 April 2023 86 pence.

Payments to past Directors (audited)

No payments were made to past Directors in FY23 or FY22.

Payments for loss of office (audited)

No payments for loss of office were made in FY23 or FY22. Faisal Galaria was paid his fee up to the point of cessation. No other

payments were paid or are payable.

The following sections of the Annual Report and Accounts are unaudited.

100

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Relative importance of spend on pay (unaudited)

The following table sets out the percentage change in distributions to shareholders and employee remuneration costs.

FY23 FY22 Change

Employee remuneration costs (£m) 99.0 95.5 3.7%

Ordinary dividends (£m) 0 0 0%

Special dividends (£m) 0 0 0%

CEO pay ratio (unaudited)

Under disclosure legislation, we are required to calculate and publish our CEO pay ratio on an annual basis. The table below

shows how the CEO’s single figure remuneration for FY23 compares to equivalent single figure remuneration for full-time

equivalent (FTE) UK employees, ranked at the 25

, 50

and 75

percentiles on total remuneration.

For the calculation method, the disclosure legislation’s Option A was chosen (based on data as at 29 April 2023) as this was

considered to be the most robust approach to calculating the ratios. Option A involves calculating the actual FTE remuneration

for all relevant employees for the fiscal year in question. These values are then listed in order from lowest to highest and the

values at the three percentile points are identified.

Total Remuneration

Year Method 25

percentile pay ratio Median pay ratio 75

percentile pay ratio

2020 Option A 44:1 38:1 28:1

2021 Option A* 36:1 34:1 23:1

2022 Option A 34:1 31:1 24:1

2023 Option A 32:1 32:1 24:1

* CEO salary includes a 25% reduction in salary as at 30 April 2022.

The underlying data for salary and total remuneration is as follows:

Salary Total remuneration

Year 25

percentile Median 75

percentile 25

percentile Median 75

percentile

2020 £15,015 £16,770 £22,252 £15,015 £17,261 £23,077

2021 £16,302 £17,374 £24,999 £16,302 £17,491 £25,996

2022 £18,525 £20,377 £25,565 £18,525 £20,377 £26,520

2023 £20,319 £20,378 £26,949 £20,319 £20,378 £27,512

The Superdry Remuneration Committee believes in Executive reward packages that are competitive and balanced against the

wider workforce and aligned to our principles. The CEO, Julian Dunkerton, is the Superdry employee with the highest level of

pay because he has the highest level of responsibility. Julian is eligible to be awarded RSAs and Group annual bonus, meaning

that the ratio may increase in future years.

The Committee considers that Executive Director remuneration is appropriate, with the median CEO pay ratio being

representative of the UK employee base. Executive Directors salaries increased by 2% from 1 May 2022 with an average

UK increase of 3.5% being awarded to the wider workforce.

Whilst there is a marginal change at median for FY23 compared to FY22, the 25

percentile ratio has reduced. This is largely

driven by the removal of age-related pay bands for colleagues in our retail stores during 2022. Previously, colleagues under 23

received a lower rate compared to colleagues aged 23 or over. By removing age-related pay bands and paying all colleagues

at least the National Living Wage rate for employees who are 23 years and over, we increased c,1,000 colleagues pay by an

average of 13.6%, reducing the gap between entry level and CEO.

101

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Percentage change in remuneration (unaudited)

The table below shows the percentage change in salary or fees, benefits and annual bonus earned between (i) FY21 and FY22;

and (ii) FY22 and FY23 for the Board, compared to the average earnings of all of the Group’s employees. Where Directors

served part financial years, their fees have been annualised.

Financial year Base Salary/fee Benefits Annual bonus

Chair

Peter Sjölander 2023 0% N/A N/A

2022 0% N/A N/A

2021 N/A N/A N/A

Executive Directors

Julian Dunkerton 2023 +2%

0% N/A

2022 +11.6%

0% N/A

2021 -10.4%

0% N/A

Shaun Wills 2023 +2%

0% N/A

2022 0% 0% N/A

2021 N/A 0% N/A

Non-Executive Directors

Helen Weir 2023 0% N/A N/A

2022 +11.6%

N/A N/A

2021 -10.4%

N/A N/A

Alastair Miller 2023 0% N/A N/A

2022 +11.6%

N/A N/A

2021 -10.4%

N/A N/A

Georgina Harvey 2023 0% N/A N/A

2022 +11.6%

N/A N/A

2021 -10.4%

N/A N/A

Former Non-Executive Directors

Faisal Galaria 2023 0% N/A N/A

2022 +11.6%

N/A N/A

2021 -10.4%

N/A N/A

Employee population 2023 4.40%

N/A N/A

2022 +1.69%

N/A +100%

2021 +0.26%

N/A N/A

1. An increase of 2% was applied to Executive Directors as part of the annual pay review.

2. During FY22, salaries for Executive Directors and Non-Executive Directors were reinstated to full levels. Given the salary and fee reductions for a split

year in FY21, this resulted in an 11.6% increase.

3. 25% reduction to salary for five months during the period May 2020 – September 2020, resulting in an overall reduction of 10.4%.

4. A standard increase of 3.5% was applied to the majority of the wider workforce, a small number of employees received a higher increase through

market alignment.

5. A standard increase of 1.5% was applied to the majority of the wider workforce, while a small number of employees received a higher increase through

market alignment. The annual bonus change relates to no bonus paid for FY21 and bonus outturn of between threshold and maximum for FY22.

6. There was no official annual pay review conducted by Superdry in FY21 and this number refers to a small number of exceptional pay changes affecting

employees in head office.

102

Superdry plc Annual Report 2023

Governance → Directors’ Remuneration Report

Workforce engagement

The Committee continues to be informed of any proposed pay changes below Board level and ensures that the Executive

Directors’ reward packages align to the Company strategy. During FY23, Superdry continued to engage the workforce through

the employee feedback forum, SD Voice. The meetings were attended by Helen Weir, Non-Executive Director, Cathryn Petchey,

Global People Director, and employee elected representatives. The purpose of SD Voice is to engage and obtain honest

feedback on topics such as pay principles and strategy, share plans and additional benefit offerings. This year Helen and

Cathryn also presented the role of the Remuneration Committee and how Executive Director pay is determined against

the wider workforce. This was to deepen knowledge and understanding among SD Voice members of why we have

aRemuneration Committee and how the Committee influence Superdry’s decision-making in all areas of remuneration.

Gender pay gap report (unaudited)

The actions agreed and discussed by the Committee to reduce our gender pay gap have been effective; this year at Superdry

Group level we have a 0% median pay gap, which is down by 2.73% on the previous year, and a mean pay gap of 18%, which is

down 5.18% on the previous year.

The Committee is pleased that the gender pay gap is closing but is committed to ensuring that it continues to reduce further.

We have a robust and transparent action plan which is detailed further in our full gender pay gap report available at

corporate.superdry.com.

Performance graph (unaudited)

The graph below shows the total shareholder return (TSR) for the Group compared with the TSR of the FTSE 250 (excluding

Investment Trusts) and FTSE SmallCap (excluding Investment Trusts) over the 10 years to 29 April 2023. The FTSE 250 and

SmallCap indices were selected as Superdry was a constituent of one or the other for the period shown.

Total shareholder return

Source: Datastream (a Refinitiv product)

20232022202120202019201820172016201520142013

Superdry

FTSE Small Cap Ex Investment Trust

FTSE 250 EX Investment Trust

100

150

200

250

103

Superdry plc Annual Report 2023

Historic single figure table (unaudited)

The table below sets out the Chief Executive Officer’s single figure remuneration over the past 10 years.

Year ended Chief Executive Officer

Total

remuneration

Annual bonus

(% of max)

Long-term incentives

(% of max)

2023 Julian Dunkerton £647,691 0% n/a

2022 Julian Dunkerton £635,211 0% n/a

2021 Julian Dunkerton* £594,448 0% n/a

2020 Julian Dunkerton* £651,477 0% n/a

2019 Julian Dunkerton* £50,246 n/a n/a

2019 Euan Sutherland

†

£809,196 0% 0%

2018 Euan Sutherland

†

£2,662,526 65.5% 100%

2017 Euan Sutherland

†

£4,000,708 96.1% 58.2%

2016 Euan Sutherland

†

£1,677,125 85.0% n/a

2015 Euan Sutherland

†

£602,862 33.3% n/a

2015 Julian Dunkerton* £419,180 – n/a

2014 Julian Dunkerton* £419,412 – n/a

* Julian Dunkerton was appointed as Interim Chief Executive Officer on 2 April 2019 and assumed the title of Chief Executive Officer on a permanent

basis from 16 December 2020. He previously held the role of Chief Executive Officer from 2012 to 22 October 2014 when he switched to the role of

Product and Brand Director.

† Euan Sutherland was appointed as Group Chief Executive Officer on 22 October 2014 and stepped down on 2 April 2019.

Advisers to the Committee (unaudited)

FIT Remuneration Consultants LLP was retained as the Committee’s independent remuneration adviser for FY23. Fees

charged by FIT on the basis of time and materials for remuneration advice amounted to £43,080 (excluding VAT) compared

to £37,941 (excluding VAT) for FY22. No other services were provided by FIT to the Group during the year. The Committee

is satisfied that the advice provided was independent and has no connection within the Company or individual Directors.

FIT is a member of the Remuneration Consultants Group and complies with its code of conduct.

Dilution (unaudited)

The current dilution against the 10% in 10 years share plan limit for employee and Executive share programmes is 3.52%.

Statement of shareholder voting (unaudited)

Shareholder voting in respect of the Directors’ Remuneration Policy (last approved at the 2021 AGM) and last year’s Directors

Remuneration Report (excluding the Policy) received the following votes from shareholders:

For Against Votes withheld

Directors’ Remuneration Policy (2021 AGM) Total number of votes 49,549,604 1,542,688 436,379

% of votes cast 96.98 3.02

Directors’ Remuneration Report (2022 AGM) Total number of votes 35,614,314 541,710 19,226

% of votes cast 98.50 1.50

The Annual Statement and Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy, will be subject to an

advisory vote at the 2023 AGM.

Georgina Harvey

Chair, Remuneration Committee

31 August 2023

Governance → Directors’ Remuneration Report

104

Superdry plc Annual Report 2023

Governance → Directors’ Report

Directors’ Report

The Directors’ Report for the year ended 29 April 2023

comprises pages 62 to 108 of this Annual Report, including

any sections incorporated by reference. As permitted

by section 414C(11) of the Companies Act 2006, certain

disclosures required for inclusion in the Directors’ Report

have instead been included in the Strategic Report on

pages 2 to 61, as follows:

• Information relating to future business developments

– throughout the Strategic Report;

• A description of financial risk management objectives and

policies – pages 176 to 180;

• Information on how the Directors have had regard for the

Company’s stakeholders and the effect of that regard –

pages 27 to 29;

• The going concern and long-term viability statements –

pages 23 to 25 of the CFO Report;

• Global greenhouse gas emissions during FY23 –

pages 40 to 42 of the Sustainability Report; and

• Disclosures based on the principals of TCFD and energy

consumption – pages 30 to 35.

This Directors’ Report and the Strategic Report on pages 2

to 108 comprise the ‘Management Report’ for the purposes

of the Disclosure and Transparency Rules (DTR 4.1.8R).

Subsidiaries and branches

Superdry plc is UK domiciled but has a number of overseas

subsidiaries as well as branches in Austria, Italy, Norway,

Portugal and Switzerland.

Results and dividends

Our financial statements for FY23 are on pages 125 to 188.

No interim dividends were paid to shareholders during

the period.

Given the uncertain macroeconomic outlook and the need

to maintain liquidity, the Board continues to believe it is

not prudent to recommend dividends in the near term and,

therefore, do not recommend the payment of a final dividend

in respect of FY23 (FY22: £nil). In addition, under the terms

of our recent loan facility, the Company is restricted from

declaring, making or paying dividends to shareholders

without prior permission from Bantry Bay (lender),

which cannot be unreasonably withheld.

Significant events since the end of the

financial year

Details of significant events since the balance sheet date

are contained in Note 38 to the financial statements.

Share capital, control and restrictions

onvoting rights

Details of our issued share capital are shown in Note 34

tothe financial statements on page 181.

We have one class of ordinary shares which carry no right

to fixed income. Each share carries the right to one vote

atgeneral meetings. The ordinary shares are listed on the

Official List and traded on the London Stock Exchange.

There are no restrictions on the transfer of ordinary shares

other than:

• Certain restrictions which may from time to time be

imposed by laws and regulations (for example, insider

dealing); and

• Pursuant to the Listing Rules of the Financial Conduct

Authority and Superdry’s share dealing code whereby

certain employees of the Group require approval to

deal in its ordinary shares.

We are not aware of any arrangements between shareholders

that may result in restrictions on the transfer of securities

and/or voting rights.

Authority for the Company to purchase its

own shares

At the 2022 AGM, shareholders approved resolutions

authorising the Company to repurchase up to 10% of its

issued share capital, up to a maximum of 8,216,346 shares.

The Board will propose a resolution to renew this authority

at this year’s AGM.

Authority to allot shares

Specific powers relating to the allotment and issuance of

ordinary shares and the ability of the Company to purchase

its own securities are included within the Company’s Articles

of Association and such authorities are submitted for approval

by the shareholders at the AGM each year. The Directors

have the authority to allot shares or grant rights to subscribe

for or to convert any security into shares in the Company.

At the 2022 AGM, shareholders approved resolutions

authorising the Company to:

• Allot shares up to an aggregate nominal value of £1,369,391

(representing one third of our issued share capital as at

30 September 2022);

• Disapply pre-emption rights for cash issues of ordinary

shares with a nominal value of £205,409 (representing

approximately 5% of our issued share capital as at

30 September 2022); and

• In accordance with the Pre-Emption Group’s Statement

of Principles, disapply pre-emption rights for cash issues

in respect of up to an additional 5% of our issued share

capital, provided that allotment was used only for the

purposes of financing a transaction which the Board

determined to be an acquisition or other capital

investment (within the meaning of The Pre-Emption

Group’s Statement of Principles).

Resolutions will be proposed at this year’s AGM to

renew these authorities. Further details are set out in

the Notice of AGM.

105

Superdry plc Annual Report 2023

Governance → Directors’ Report

Share schemes

The Group presently operates three employee share

schemes: Restricted Share Awards (RSAs), Save As You

Earn (SAYE) and Buy As You Earn (BAYE). All shares allotted

under these share schemes have the same rights as those

already issued.

Under the BAYE share scheme, employees are entitled

to acquire shares. These shares are held in trust by

Computershare Trustees (Trustees). Voting rights are

exercised by the Trustees on receipt of a participant’s

instructions. If a participant does not submit an instruction to

the Trustees, no vote is registered. In addition, the Trustees

do not vote on any unawarded shares held under the BAYE

scheme as surplus assets. The Trustees have also elected

to waive dividends on any unawarded shares held under

trust relating to dividends payable during the year. As at

29 April 2023, the Trustees held 54,042 unawarded shares

in trust.

Superdry’s Employee Benefit Trust has also waived all

dividends payable in respect of the ordinary shares held by it.

Founder Share Plan

The Founder Share Plan (FSP), established on 12 September

2017 by Julian Dunkerton and James Holder, did not vest, as

the market value of the Company’s shares on the maturity

date of 30 September 2020 did not achieve the value

stipulated in the FSP agreement. No shares will be granted

and the scheme expired on 30 September 2022.

Employees with disabilities

We are committed to giving full and fair consideration to

candidates with disabilities, having regard to their aptitudes

and abilities, and endeavour to provide reasonable adjustments

for candidates throughout our recruitment and interview

processes. Wherever possible, we seek to retain employees

who become disabled during employment, and support them

through their rehabilitation in the workplace. Our training

and development programmes seek to be inclusive,

offering both face-to-face and online options to ensure

all employees are able to access the same opportunities.

Notifiable interests in issued share capital

The following table shows the interests disclosed to the Company in accordance with DTR 5 as at 29 April 2023.

Between 29 April 2023 and 23 August 2023 (being the latest practicable date before publication of this Annual Report),

Julian Dunkerton’s shareholding increased to 26.3%.

These holdings may have changed since the Company was notified: notification of any change is not required until a further

notifiable threshold is crossed.

Shareholder

No of voting rights at

date of notification

% of voting rights at

date of notification

Nature of holding

(direct/indirect) Date of notification

Schroders Plc 3,968,350 4.8 Indirect 13 October 2022

Canaccord Genuity Group Inc on behalf of discretionary clients 4,152,500 5.1 Indirect 16 November 2022

Julian Dunkerton 19,998,135 24.3 Direct 6 February 2023

Directors – appointment, election

and re-election

The appointment and replacement of the Directors is

governed by our Articles, the UK Corporate Governance

Code, the Companies Act 2006 and related legislation.

Any specific rules regarding the election and re-election

of Directors are referred to in the Corporate Governance

Report on pages 64 to 73. Biographical details of our

Board members can be found on pages 62 to 63.

Directors and Directors’ interests

Details of the Board Directors can be found on pages 62 to

63, including changes during the year.

The interests of the Directors and their closely associated

persons in the shares of the Company as at 29 April 2023,

along with the details of Directors’ share awards, are

contained in the Directors’ Remuneration Report on

pages 85 to 104.

No Director has any other interest in any shares or loan stock

of any Group company or was or is materially interested in

any contract, other than his or her service contract, which

was subsisting during or existing at the year end and which

was significant in relation to the Group’s business.

Details of Director indemnity provisions can be found in the

Corporate Governance Report on page 73.

Related party transactions

Details of related party transactions can be found in Note 21

on pages 163 and 164 of the financial statements. For details

of Directors’ service contracts please refer to page 95 in

the Directors’ Remuneration Report.

106

Superdry plc Annual Report 2023

Governance → Directors’ Report

Significant agreements – change

of control

The Company and certain subsidiaries of the Group

have the benefit of a £80,000,000 revolving credit facility

pursuant to a senior facility agreement dated 22 December

2022. The Senior Facility Agreement contains provisions

that, on the occurrence of a change of control in respect

of the Company, the original lender shall have 30 days to

access an individual right to (a) require payment in full for all

outstanding amounts and unpaid liabilities under the Senior

Facility Agreement, and (b) to require cash cover in respect

of any outstanding obligations assumed by the original

lender under the Senior Facility Agreement. The majority

lenders at such time under the Senior Facility Agreement

may also notify the agent following such change of control

that the facility provided pursuant to the Senior Facility

Agreement shall be cancelled in full.

Articles of Association

Any changes to the Articles of Association (Articles) must

be approved by our shareholders by special resolution.

Updated Articles were approved by our shareholders at

our General Meeting on 31 May 2023.

Political donations

No political donations or political expenditure have been

made by the Group during this financial year.

Non-financial and sustainability

information statement

In accordance with Companies Act 2006 sections 414CA

and 414CB, a non-financial and sustainability information

statement can be found in the Strategic Report on page 26.

Other disclosures

The table below sets out the location of disclosures that

have been incorporated into the Directors’ Report by

reference, including those required by LR 9.8.4:

Disclosure Page

Annual General Meeting 73

Business relationships with suppliers, customers

and others 2-61

Corporate Governance Report 64-73

Diversity and Inclusion Policy 75-76

Employee participation in share schemes 106

Employee engagement and communication 45-46

Environment 30-43

Financial instruments and financial risk management 176-180

Long-term incentive schemes 149-150

Risk management and internal control 77-84

Significant agreements 107

Statement on disclosure of information

to auditor

The Directors confirm that, so far as each is aware, there

is no relevant audit information of which the auditor is

unaware. Each of the Directors has taken all the steps he

or she should have taken as a Director to make himself

or herself aware of any relevant audit information and

to establish that the auditor is aware of that information.

This confirmation is given and should be interpreted in

accordance with the provisions of s418 of Companies

Act 2006.

This Directors’ Report was approved by the Board of

Directors on 31 August 2023 and signed on its behalf.

By order of the Board

Jennifer Richardson

Company Secretary

31 August 2023

107

Superdry plc Annual Report 2023

Governance → Directors’ Responsibility Statement

Directors’ Responsibility Statement

The Directors are responsible for preparing the Strategic

Report and 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 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

the 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 UK-adopted

International Accounting Standards.

The Group and Company financial statements are required

by law and UK-adopted International Accounting Standards

to present fairly the financial position of the Group and the

Company, 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 the Group and Company financial statements,

the Directors are required to:

• select suitable accounting policies and then apply

them consistently;

• make judgements and accounting estimates that are

reasonable and prudent;

• state whether they have been prepared in accordance

with UK-adopted International Accounting Standards; and

• 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 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

in the Corporate Governance Report confirm that, to the

best of each person’s knowledge:

• the financial statements, prepared in accordance with the

applicable set of accounting standards, give a true and

fair view of the assets, liabilities, financial position and

loss of the Company and the undertakings included in

the consolidation taken as a whole; and

• 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 consider the Annual Report and Accounts,

taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders

to assess the Company’s position and performance,

business model and strategy.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included

on the Superdry website.

Legislation in the United Kingdom governing the preparation

and dissemination of financial statements may differ from

legislation in other jurisdictions.

Jennifer Richardson

Company Secretary

31 August 2023

Registered office:

Unit 60, The Runnings, Cheltenham,

Gloucestershire GL51 9NW

Registered in England and Wales,

registered number 07063562

108

Superdry plc Annual Report 2023

Our Financials → Independent Auditor’s Report

Independent Auditor’s Report to the

members of Superdry Plc

1. Opinion

We have audited the financial statements of Superdry plc

(the ‘Parent Company’) and its subsidiaries (the ‘Group’) for

the 52 week period ended 29 April 2023 which comprise the

Group Statement of Comprehensive Income; the Group and

Parent Company Balance Sheets; the Group and Parent

Company Cash Flow Statements; the Group and Parent

Company Statements 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 UK-adopted International

Accounting Standards and, as regards the Parent Company

financial statements, as applied in accordance with the

provisions of the Companies Act 2006.

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 29 April 2023 and of the Group’s loss for the period

then ended;

• the Group financial statements have been properly

prepared in accordance with UK-adopted International

Accounting Standards;

• the Parent Company financial statements have been

properly prepared in accordance with UK-adopted

International Accounting Standards and as applied

in accordance with the Companies Act 2006; and

• the financial statements have been prepared in

accordance with the requirements of the Companies

Act 2006.

2. Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit

of the financial statements section of our report. We are

independent of the Group and Parent Company in accordance

with the ethical requirements that are relevant to our audit

of the financial statements in the UK, including the FRC’s

Ethical Standard as applied to listed public interest entities

and we have fulfilled our other ethical responsibilities in

accordance with these requirements. We believe that

the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Our opinion is consistent with our reporting to the

Audit Committee.

3. Material uncertainty relating to

going concern

We draw attention to note 1b to the financial statements and

the detailed information on pages 130 to 131, which indicates

that a material uncertainty exists that may cast significant

doubt on the Group and Parent Company’s ability to

continue as a going concern.

The Group made a post-tax loss of £148.1m for the period.

The Group has an asset-based lending facility (‘ABL’) of

up to £80m, including a term loan of £30m. These facilities

expire in December 2025. The maximum amount that can be

drawn on the ABL facility is limited to 75% of group inventory

and receivables balances that meet the criteria for lending

against. At any point in time this could be significantly less

than £80m. At the period end, £48m of the ABL facility

had been drawn down with the Group’s net debt position

at £25.6m.

Post period end the Group has agreed a second charge

ABL financing facility of up to £25m and has successfully

completed an equity raise generating net proceeds of

£11.5m and received settlement of the net proceeds

from the sale of certain intellectual property of £34m.

However, the macro-economic conditions within the retail

sector and the economy as a whole remain challenging and

in response the Group has sought to implement a number of

operational and cost saving measures as set out in note 1b

to the financial statements.

Against this background, the Group’s medium-term plan

has been used as a basis for the going concern assessment

which covers the 12-month period from the date of approval

of these financial statements. The medium-term plan

assumes that the Group will be successful in increasing

gross margins and reducing costs across the business.

However, given the current uncertainty in the retail sector

and adverse economic pressure brought about by high

inflation and the cost-of-living crisis there remains

uncertainty in relation to the key judgements and

assumptions that underpin the Group’s financial forecasts.

The Audit Committee has considered the adoption of the

going concern basis of accounting as a key judgement and

estimate on page 79 and notes that there is a high level of

uncertainty as a result of the current economic outlook and

business performance.

These factors along with the other matters as set forth in

note 1b to the financial statements, indicate that a material

uncertainty exists that may cast significant doubt on the

Group and the Parent Company’s ability to continue as

a going concern.

Our opinion is not modified in respect of this matter.

109

Superdry plc Annual Report 2023

Our Financials → Independent Auditor’s Report

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

and Parent Company’s ability to continue to adopt the going

concern basis of accounting included:

• Reviewing agreements and correspondence relating to

the availability of financing arrangements

• Obtaining an understanding of the relevant controls

around going concern models

• Gaining an understanding of management’s going

concern models and the financing facilities available to

the Group, including repayment terms and covenants.

• Obtaining evidence that the budgets and forecasts have

been authorised by the Board.

• Checking the mathematical accuracy of management’s

cashflow models and agreeing opening balances to

29 April 2023 actual figures.

• Reviewing the structure, integrity and accuracy of the

underlying financial models

• Critically challenging whether the assumptions in

management’s base model appear realistic, achievable

and consistent with other internal and external evidence,

including market and industry data. This included

assessing the likelihood of achievement of management’s

future plans and cost saving measures to improve its cash

flow position. In performing this assessment, we assessed

which are the riskiest assumptions in management’s

forecasts to perform further testing and sensitivities on

• Assessing whether the assumptions applied in

management’s forecasts are consistent with those

applied elsewhere in the financial statements, such as in

relation to the assessment of property related provisions

and deferred tax recognition

• Comparing forecast sales with recent historical

information to consider the accuracy of forecasting

and consider post period-end sales patterns to assess

whether they are consistent with those assumed in the

base model

• Assessing the forecast monthly cash headroom in

management’s forecasts and considering the impact of

this on the appropriateness of the sensitivities performed

• Testing management’s sensitivity analysis and reverse

stress test and performing our own analysis based on

further sensitising of the models to take account of

reasonably possible scenarios that could arise from

the risks identified

• Assessing the consistency, adequacy, and specificity of

disclosures in the Viability statement and elsewhere in

the financial statements and

• Challenging the appropriateness of the Group and Parent

Company’s disclosures over the going concern basis and

the material uncertainty arising with reference to our

knowledge and understanding of the assumptions taken

by the Directors and recent FRC guidance.

Given the significance of the going concern basis to the

Group and Parent Company’s financial statements we

consider this to be a key audit matter.

As a key observation, we draw attention to note 1b to the

financial statements which sets out details of the reverse

stress test performed by management as part of their

assessment of viability and going concern. This indicates

that the reverse stress test scenario shows that, without

any mitigating factors or contingency, a reasonably feasible

downside scenario in sales and missing the cost savings

would require funding in excess of the Group’s available

facility at certain points in the period. In fact, management’s

reverse stress test scenario indicates that a 2.6% (£14m)

reduction in forecast revenues and a 2.6% miss on the

forecast cost base would result in a breach of available

facilities in July 2024 without mitigating actions.

In relation to the reporting on how the Group has 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; and

• the Directors’ identification in the financial statements of

the material uncertainty related to the Group’s and Parent

Company’s ability to continue as a going concern over a

period of at least twelve months from the date of approval

of the financial statements.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report.

110

Superdry plc Annual Report 2023

Our Financials → Independent Auditor’s Report

4. Summary of our audit approach

Key audit matters Group

• Going concern and viability (see section 3 above)

• Impact of control deficiencies

• Inventory cost variances – system alignment

• Impairment of store assets and onerous lease contracts

• Recoverability of deferred tax asset

• Inventory provision

• Expected credit losses in relation to wholesale receivables

Parent Company

• Impairment of investment in subsidiaries and expected credit losses on intercompany loans

Materiality Group

• Overall materiality: £3.11m

• Performance materiality: £1.56m

Parent Company

• Overall materiality: £0.57m

• Performance materiality: £0.28m

Scope

Our audit procedures covered 90% of revenue, 86% of total assets and 89% of loss before tax.

111

Superdry plc Annual Report 2023

Our Financials → Independent Auditor’s Report

5. Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group

and Parent Company financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit

strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These matters were

addressed in the context of our audit of the Group and Parent Company financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified

by our audit.

In addition to the matter described in the Material uncertainty related to going concern section discussed above we have

determined the matters described below to be the key audit matters to be communicated in our report.

Impact of control deficiencies

Key audit matter

description

The Group’s control environment continues to require significant improvement. Whilst management

have started to implement a controls improvement and finance transformation project, progress has

been hampered during the period as a result of a focus on issues related to liquidity and refinancing.

Whilst some progress has been made, including the partial implementation during the period of Blackline

(a reconciliation tool) and SoftCo (an accounts payable automation system), control weaknesses

remain particularly around management review controls, balance sheet reconciliations, inventory,

the operation of system interfaces and general IT control deficiencies relating to access and change

management controls.

During the period management have made progress resolving previously reported issues relating

to accounts payable and an increased focus on balance sheet reconciliations identified a number

of material adjustments which impacted both FY 23 and prior periods. These adjustments primarily

related to the correction of overstated receivable balances and an error in the accounting treatment

of disposed impaired assets and are set out in note 37 to the financial statements.

Previously identified issues with controls over inventory costing and accounting for price and quantity

variances have only been partially resolved and, as noted below, there remains an unresolved issue

relating to the inventory system alignment account which captures interface differences between

the Group’s various inventory systems and the general ledger.

The misstatements identified are indicative of the ongoing control issues within the Group as highlighted

above. Due to the pervasiveness of the control deficiencies and their potential impact on the financial

statements, we consider this to be a key audit matter.

The control environment will continue to be a significant area of focus for the Audit Committee in the

forthcoming period as discussed in their Report on page 83.

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Impact of control deficiencies continued

How the matter

was addressed

in the audit

We adopted an almost fully substantive audit approach, with no reliance on internal controls, other than

for payroll. We planned and performed our audit in order to respond to the pervasive risks arising from

the deficiencies in the control environment.

In response to the assessed risks we:

• Performed agreed upon procedures prior to the period end to review progress in addressing balance

sheet reconciliations and in order to identify any additional risks.

• Applied a lower performance materiality (being 50% of overall materiality) than would be ordinarily

used if the control environment had been deemed effective. This increased the volume of substantive

testing completed.

• Tested a number of transactional balances (including accounts payable, trade debtors, cash and

inventory) at an elevated risk level and applying an increased level of sample testing.

• Performed additional procedures to identify and address fraud risks, including holding discussions

with a forensic specialist and performed targeted procedures in relation to specific fraud risks,

including the risk of management override of controls. Where key audit matters include a risk of fraud,

the risks identified, and procedures performed are detailed within the key audit matters set out below.

• Discussed progress made in addressing control improvements with Internal Audit and key members

of the Finance Transformation Team and considered the implications for our audit.

• Utilised senior members of the audit team to perform audit testing directly in the more complex areas

of accounting, including inventory variance accounting, IFRS 16, store impairments, going concern,

and the audit of the Group’s consolidation.

• Applied data analytics in our testing, particularly with regards to revenue and inventory where there

are large volumes of transactional data and to the testing of journals.

• Interrogated spreadsheets to detect formula errors and other anomalies including in relation to

management’s excel going concern and impairment models.

Given the complexity in this area, this work has been performed by more senior members of the

audit team.

Key observations

There is still considerable work to be done by management to address deficiencies within the control

environment and the finance transformation project is less advanced than planned, partially due to a

refocus on issues of liquidity.

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Inventory cost variances – system alignment

Key audit matter

description

The Group maintains a system alignment account within its trial balance, which historically has captured

timing differences between its underlying stock systems and the general ledger.

During FY23, it was identified that the amounts within this account had accumulated significantly and

that the reasons for this accumulation were unknown. These balances continued to accumulate to a

peak of £8.6m during the period.

Management undertook a review, as part of a reconciliation process, which identified a number of

compensating issues, primarily arising from system and process errors affecting interfaces and reports.

Whilst several adjustments were identified by management, the most significant element related to

freight costs which were not being interfaced correctly between systems.

As a result of their investigations, management released £7.8m of this balance to the income statement

and the remaining £0.9m still remains under investigation by management and is held on the balance

sheet at 29 April 2023.

How the matter

was addressed

in the audit

We obtained an understanding of how management performed their review of the differences arising

within the system alignment account and their approach to assessing the completeness of adjustments

identified. We challenged the assertions made by management in their account reconciliation through:

• Obtaining and reviewing management’s paper outlining the reasons for the accumulation of the

balance within the system alignment account.

• Corroborating the explanations given by management in their paper to supporting data and

reconciliations prepared by management.

• Testing a sample of lines from within the system alignment account and confirming these related to

inventory balances as at the period end, or if not, were corrected accordingly, and therefore inventory

is appropriately stated as at the period end.

• Testing, on a sample basis, the freight cost recorded in stock systems within the period.

• Re-performing a reconciliation between the underlying inventory systems and the amounts recorded

within the general ledger.

• Performing substantive tests on the underlying inventory systems to corroborate base figures within

management’s reconciliation.

• Challenging the completeness of adjustments recorded by management.

Key observations

Our procedures did not identify any unresolved material differences.

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Impairment of store assets and onerous lease contracts

Key audit matter

description

As a result of the macro-economic factors, reduction in consumer disposable income and changing

patterns of retail consumer behaviour, particularly in relation to physical stores, the Group identified

that there were indications of impairment in relation to store assets and IFRS 16 right of use assets

and related PPE (“property related assets”) and provisions in respect of onerous lease contracts.

As required by IAS 36 (Impairment of Assets) the Group has performed an impairment review of all

such assets. As a result of this review, a total net impairment charge of £43.3m (2022:£16.8m) has been

recognised in the financial statements of which £3.4m relates to store assets (2022: £2.4m) and £37.6m

relates to right of use assets (2022:£14.4m). An onerous lease charge of £2.3m, (2022) £1.5m has also

been recognised in these financial statements.

As described in note 2 to the financial statements, the impairment review involves management

judgements and estimates in relation to the value in use of the property related assets (being the net

present value of the forecast related cashflows. The values derived are then compared to the book

value of the related assets to determine whether impairment is required. In making this assessment

management determined each property or store to be a cash generating unit (CGU).

The store asset impairment review process involves management making several estimates to

determine the value in use of the stores, which is determined based on the forecast future trading

performance in the Group’s 5-year plan (5YP). There continues to be uncertainty and, as a result,

significant judgement arises in assessing the Group’s future performance including the determination

of an appropriate discount rate and an assessment of the likely impact of high inflation and reduced

consumer disposable income.

Furthermore, the impairment and onerous property related contract model is complex and is prepared

using Excel spreadsheets which increases the scope for error. This exercise involves a high level of

management judgement and is therefore, given the carrying value of store assets and onerous property

contract provisions, deemed to be a significant risk with a high degree of estimation uncertainty.

Due to the factors explained above, we have identified valuation and disclosure of property related

assets as one of the most significant matters in the Group audit and it is therefore considered to be

a key audit matter.

How the matter

was addressed

in the audit

We obtained an understanding of how management performed their impairment testing of property

related assets and their approach to valuation.

We challenged the significant assumptions within management’s models through:

• Critically challenging whether the assumptions in management’s forecasts appear realistic, achievable,

and consistent with other internal and external evidence, including market and industry data.

• Assessing whether management’s calculations, including the methodology upon which they are based,

have been made in accordance with IAS 36 ‘Impairment of Assets’ for any impairment recognition

or reversal of impairment and IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.

• Testing whether the assumptions applied in management’s forecasts were consistent with those

applied elsewhere in the financial statements, such as for going concern and deferred tax asset

recognition and consistent with those used in management’s 5-year plan.

• Comparing forecast sales with recent historical information to consider the accuracy of forecasting

and post period end sales patterns to assess whether they are consistent with those assumed in

management’s forecasts.

• Engaging our modelling experts to assess the validity and integrity of management’s model.

• Comparing the discount rate used with that independently calculated by our internal valuation expert.

• Challenging management’s allocation of central costs within their forecast models.

• Challenging management’s sensitivity analysis and performing our own analysis based on further

sensitising of the models to take account of reasonably possible scenarios that could arise from

the risks identified.

• Critically evaluating the appropriateness of the disclosures made, including in respect of the key

source of estimation uncertainty and sensitivity analysis.

We assessed whether the disclosures within the financial statements comply with the requirements

of IAS 36.

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Impairment of store assets and onerous lease contracts continued

Key observations

Our audit work in relation to property related assets concluded that the Group’s impairment models had

been prepared in accordance with IAS 36.

However, the impairment models and the Group’s 5-year plan on which they are based are subject to

significant management judgement as to the future performance of the Group, the ability to manage

costs and a return to profitability. Given that store impairment and onerous contract provision is a

critical accounting estimate, and the uncertainties involved in forecasting the Group’s future trading

performance the disclosures in note 2 to the financial statements regarding the key judgements and

sensitivities underlying the 5-year plan provide important information in relation to the impact of a

reasonably possible change in key assumptions.

Recoverability of deferred tax asset

Key audit matter

description

Deferred tax assets should only be recognised in jurisdictions for which the Group has a strong track

record of cumulative historical profitability, for which financial forecasts show suitable taxable profits

or future reversals of existing taxable temporary differences and for which local legislation allows the

carry forward of tax losses and deductible temporary differences either indefinitely or over the forecast

period. As set out in note 22 to the financial statements, at 30 April 2022 the deferred tax asset recognised

largely related to the UK (£53.3m) and Germany (£9.7m), with the £36.0m of unrecognised deferred tax

assets largely relating to the US. At 29 April 2023 there are deferred tax assets related to carry forward

losses of £125.3m (2022 £34.6m) and it is necessary to apply judgement as to whether these assets

should be recognised in the Group balance sheet.

Under IAS 12 ‘Income Taxes’, a deferred tax asset is recognised for deductible temporary differences

and unused tax losses (tax credits) carried forward, to the extent that it is probable that future

taxable profits will be available. Management must prepare forecasts which are reasonable, realistic,

and achievable to be able to demonstrate this. Given the judgement and estimation applied in the

preparation of forecasts and the uncertainty in the Group’s economic environment, we have identified

this as one of the most significant matters in the Group audit and therefore determined it to be a key

audit matter.

How the matter

was addressed

in the audit

In responding to the risk, we:-

• Obtained an understanding of the relevant controls around the calculations of deferred tax assets

and the recognition in the financial statements.

• Examined management’s paper prepared to demonstrate the recognition of deferred tax assets.

• Challenged whether the assumptions applied in management’s forecasts which support

management’s assessment are consistent with those applied elsewhere in the financial

statements, such as in relation to the assessment of going concern and property related provisions.

• Challenged the appropriateness of the period applied in management’s assessment and whether

management can demonstrate whether it is probable that future taxable profits will be available to

relieve against the losses recognised.

• Assessed, with the assistance of our internal tax specialists, whether the qualifying taxable temporary

differences identified are appropriate.

• Evaluated the appropriateness of the disclosures made, including in respect of whether this

constitutes key source of estimation uncertainty and also whether the observations raised in

respect of the FRC’s Thematic review on Deferred tax assets have been addressed.

• Challenged whether it was appropriate to recognise deferred tax assets given the material

uncertainty relating to going concern.

Key observations

As a result of our challenges management have fully derecognised deferred tax assets related to carry

forward losses except to the extent they can be utilised through temporary taxable differences of £6.6m

which will reverse in the short term.

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Inventory provision

Key audit matter

description

As at 29 April 2023, the Group held £112.5m of inventory (FY22: £132.7m). The inventory provision

was £3.8m (FY22: £6.1m), representing 3.3% (FY22: 5%) of the balance (see note 23 to the

financial statements).

The Group accounting policy for providing for slow moving inventory is based upon the ageing of

inventory by season, with a percentage provision applied which reflects the actual historical rate of

losses made. In addition, specific provisions are made for known product ranges which management

considers are unlikely to be sold at a margin through regular clearance channels.

The valuation of inventory involves management judgement in recording provisions for slow moving

or obsolete inventory, and excess inventory held as a result of reduced trading previously caused by

global coronavirus restrictions and unsold Autumn/Winter 2020 concept inventory which didn’t achieve

expected levels of sell through.

Inventory is material to the Group accounts, and provisioning against balances is subject to management

judgement. In particular, provisioning not linked to ageing (the obsolescence provisioning is formulaic,

and the methodology is unchanged from prior period) is subject to judgement as it involves assessment

of future performance of stock lines through different sales channels.

Based on the trading within the period and challenges in selling through older inventory, there is a risk that

the provision against inventory balances in insufficient and accordingly we have identified this as one of

the most significant matters in the Group audit and therefore determined this to be a key audit matter.

How the matter

was addressed

in the audit

In responding to the risk, we:

• Obtained an understanding of the relevant controls that the Group has established regarding the

inventory provision.

• Compared the methodology applied in calculating the slow-moving inventory obsolescence provision

to the Group’s policy and recalculated the provision, with reference to the policy.

• Used data analytics on transactional activity to obtain a listing of slow moving, obsolete or damaged

inventory and evaluated whether appropriate provisions had been made for these items and

challenged management over any items not provided for.

• Applied data analytics to identify inventory that had been sold for below cost in the period and

considered the implications for the provisioning model.

• Reviewed the elements of the provisioning model driven by seasonality data and recalculated the

provision in line with management’s methodology.

• Determined the accuracy of the data used in the inventory provision calculation by testing the season

ageing of a sample of inventory items back to supplier invoice.

• Challenged management on the appropriateness of specific provisions in the light of the latest

available evidence.

• Tested the sell through of inventory by category including reviewing the terms of any bulk selling

arrangements including management’s planned disposal for disposal of surplus inventory.

• Evaluated the appropriateness of management’s assumptions by benchmarking against other

retailers, reviewing post period-end sales data and reviewing historical trends.

Key observations

From the work performed above, we concluded that the level of inventory provision is appropriate.

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Expected credit losses in relation to wholesale receivables

Key audit matter

description

Wholesale receivables as at 29 April 2023 were £49.8m (2022: £60.7m) with a provision for expected

credit losses of £6m (2022 £4.7m) (see note 24 to the financial statements)

Under IFRS 9, management is required to consider all expected credit losses based on historic, current,

and forward-looking information. In addition to recording a specific provision against individual

receivable balances, management recognises a provision for expected credit losses under the

simplified approach permitted by IFRS 9, by modelling an estimate of future lifetime expected

credit losses for the entire receivables book.

Due to the cost-of-living crisis and ongoing challenges within the global economy, there continues to

be a heightened risk around the recoverability of wholesale receivables.

Wholesale trade receivable balances are material to the accounts, moreover, the assessment of

their recoverability involves significant judgment by management. Accordingly, we have considered

expected credit losses in relation to wholesale receivables to be one of the most significant matters

in the Group audit and therefore determined this to be a key audit matter.

How the matter

was addressed

in the audit

In responding to the risk, we:

• Obtained an understanding of the relevant controls regarding management’s provisioning policy

and the assessment of expected credit losses.

• Agreed a sample of wholesale receivables to supporting documentation, including external

confirmations, where returned, and to subsequent payments.

• Assessed subsequent cash receipts and write offs with reference to the provision recognised

by management.

• Assessed management’s provisioning policy. This work included considering compliance with the

requirements of IFRS 9, checking the mechanical accuracy of the model, considering expected credit

losses by country and validating country specific risk factors to external reports in light of the current

macroeconomic environment.

• Assessed the historical accuracy of management’s provisioning through a retrospective review of

the level of provision recorded in prior periods compared to the actual level of write-offs in the period.

• Reviewed receivables which were past due and assessed whether an allowance should be made

against any additional balances.

• Evaluated consistency with information obtained through other parts of our audit, including our review

of litigation, claims and disputes.

• Selected a sample of the customers provided for within the specific provision, and a sample of

customers not provided for within the specific provision, and challenged the level of provision

against each customer.

Key observations

Following our challenge as to whether certain provisions were genuine specific provisions calculated

in accordance with IFRS 9, management amended their calculation to eliminate non-specific elements.

Additionally, we challenged management regarding their IFRS 9 methodology and the degree to

which this took account of effective credit insurance cover and as to whether an expected credit loss

provision should be recognised against a specific wholesale receivable balance that was unprovided.

As a result of our challenge, management increased the specific expected credit loss provision against

this balance by £0.7m and in relation to uninsured debtors by £0.4m.

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Impairment of investment in subsidiaries and expected credit losses on intercompany loans – Parent Company

Key audit matter

description

The carrying value of the investment in subsidiaries (note 20 to the financial statements) of £74.3m

(2022: £140.6m) and the intercompany receivables (note 24 to the financial statements of £241.1m

(2022: £211.4m) held on the Parent Company balance sheet have been assessed for impairment

by reference to IAS 36 ‘Impairment of Assets’ and IFRS 9 ‘Financial instruments’ respectively.

The Group’s market capitalisation has declined further during the period and at period end was below

the carrying value of the Parent Company’s investment in subsidiaries. Judgement is therefore required

as to whether the investment value should be impaired and whether the intercompany receivables

are recoverable.

In assessing the recoverability of the intercompany receivables, management has considered a range

of possible credit loss outcomes in their model. In assessing the carrying value of the investment in

subsidiaries, the Board’s medium-term plan has been used to estimate the value-in-use of each of the

subsidiaries held. This is the same medium-term plan used for the store impairment, onerous property

related contract provision, going concern and long-term viability assessments.

As discussed in our key audit matters on going concern and the store asset impairment and onerous

property related contract provision, the forecast performance of the business is subject to uncertainty.

An impairment charge of £67.2m (FY22: £97.7m) has been recognised in relation to the investment in

subsidiaries and a loan loss allowance of £136.6m (FY22: £15.6m) has been recognised in relation to

intercompany balances.

Refer to note 2 for the assessment undertaken, the resulting impairment recorded, and

sensitivity disclosures.

Given the significance of the investment and intercompany loan balances in the Parent Company

balance sheet and the judgement required in applying IAS 36 and IFRS 9 we consider accounting

for these balances to be a key audit matter.

How the matter

was addressed

in the audit

To respond to this key audit matter, we have:

• Obtained an understanding of the relevant controls in place around the models used to calculate the

carrying value of the investment in subsidiaries and the recoverability of intercompany receivables.

• Challenged the key assumptions within management’s forecasts including assessing whether these

are consistent with internal and external evidence, including actual performance in the financial period

and market and industry data in the forecast period.

• Tested the mechanical accuracy of management’s model and testing the data used in management’s

calculations by verifying this to supporting documentation.

• Assessed the methodology applied in reviewing the investments for impairment and assessing the

recoverability of intercompany balances, with reference to the requirements of IAS 36 Impairment

of Assets and IFRS 9 Financial instruments respectively.

• Compared the economic value of the Group implied by the impairment model to the Group’s market

capitalisation over FY23 in order to challenge the tenure of the cash flows used in the impairment model.

• Considered the consistency of the forecasts applied in these calculations with forecast information

assessed as part of store impairments, going concern and other areas of the audit.

• Considered the appropriateness of management’s impairment of investment in subsidiaries and

expected credit loss provision’s sensitivity analysis to reasonably possible changes in their

assumptions, including downsides.

• Evaluated the appropriateness of the disclosures made, including in respect of the key source of

estimation uncertainty and sensitivity analysis.

• Evaluated management’s assessment as to whether the offsetting criteria under IAS 32 has been

met or not, and on this basis whether the intercompany receivables and intercompany payables are

appropriately presented.

Key observations

We challenged management on a number of aspects of the impairment in the investment model and the

intercompany receivable which was not initially properly prepared in accordance with IAS 36 or IFRS 9.

As a result of our challenges, management reworked their models and recognised an additional

impairment charge in relation to the Parent Company’s investments in subsidiaries and intercompany

receivables due.

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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

£3.11m (2022: £3.0m) £0.57m (2022: £2.9m)

Basis for determining

overall materiality

0.5 % of revenue (2022 0.5%) Equivalent to 0.2% of total assets (2022 1.8% of

net assets capped at 95% of Group materiality)

Rationale for

benchmark applied

In our professional judgement we consider

revenue to be the most appropriate benchmark

to determine materiality given that it is a more

stable measure than (loss)/profit before tax

In our professional judgement we consider total

assets to be the appropriate measure given that

the Company is primarily a holding company for

the Group

Performance materiality

£1.56m (2022: £1.8m) £0.28m (2022: £1.74m)

Basis for determining

performance materiality

50% of overall Group materiality (2022: 60% of

overall Group materiality)

50% of overall Parent Company materiality

(2022: 60% of overall Parent Company

materiality)

Reporting of

misstatements to

the Audit Committee

Misstatements in excess of £0.15m

(2022: £0.15m) and misstatements below that

threshold that, in our view, warranted reporting

on qualitative grounds.

Misstatements in excess of £0.15m

(2022: £0.15m and misstatements below

that threshold that, in our view, warranted

reporting on qualitative grounds.

In determining performance materiality, we considered the following factors:

• The fact that this was the first audit we had performed following our appointment as auditor;

• Our risk assessment, including our assessment of the Group’s overall control environment in the light of the number of

control deficiencies identified during the current and previous audits (as detailed within the key audit matter above); and

• The value and quantum of corrected and uncorrected misstatements reported by the previous auditor in prior periods

and our expectation of the likelihood of misstatements occurring in the current period as a result of the continuing

control deficiencies.

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An overview of the scope of our audit

Our audit approach was based on a thorough

understanding of the Group’s business and is risk based,

and in particular included:

• Evaluation of identified components to assess the

significance of each component and to determine the

planned audit response based on a measure of materiality.

This included significance as a percentage of the Group’s

revenue, total assets and adjusted loss before tax;

• For those components that were evaluated as significant,

or likely to include significant risks, either a full-scope

or targeted approach was taken based on their relative

materiality to the Group, and our assessment of the audit

risk. For significant components requiring a full-scope

approach, we evaluated controls over the financial

reporting systems identified as part of our risk

assessment and addressed critical accounting matters.

Substantive testing was performed on significant classes

of transactions and balances, and other material balances,

determined during the Group scoping exercise;

• Full scope audit procedures have been performed on the

financial statements of Superdry PLC, and on the financial

information of the main components being DKH Retail

Limited, C-Retail Limited, SuperGroup Internet Limited;

• In addition, specified audit procedures were performed

on 3 components;

• Our audit work at the components was planned and

performed at levels of materiality applicable to each

individual component which were lower than Group

materiality and ranged from £0.56m to £2.35m.

The coverage achieved by our audit procedures was:

At the Group level we also tested the consolidation

process and carried out analytical procedures to confirm

our conclusion that there were no significant risks of

material misstatement of the aggregated financial

information of the remaining components not subject

to audit or audit of specified account balances.

All audit work for the purpose of expressing an opinion

on the Group’s financial statements was performed by

the Group audit team as the accounting records are held

centrally, with the exception of inventory counts which

were performed by local country RSM audit teams under

the direction of the Group audit team.

The operations that were subject to full-scope audit

procedures made up 76% of consolidated revenues,

84% of total assets and 85% of loss before tax.

The operations that were subject to specified audit

procedures made up 13% of consolidated revenues,

2% of total assets and 4% of loss before tax; and

The remaining operations of the Group were subject to

analytical procedures over the balance sheet and income

statements of the relevant entities with a focus on applicable

risks identified above. This made up 11% of consolidated

revenues, 14% of total assets and 11% of loss before tax.

Analytical procedures at Group level were performed for the remaining components.

The Parent Company was subject to a full scope audit for the purposes of the Group and Parent Company financial statements.

Loss before taxRevenue

■ Full scope 76%

■ Specified audit procedures 13%

■ Analytical procedures 11%

■ Full scope 84%

■ Specified audit procedures 2%

■ Analytical procedures 14%

■ Full scope 85%

■ Specified audit procedures 4%

■ Analytical procedures 11%

Total assets

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The impact of climate change on the audit

In planning our audit, we considered the potential impact

of the possible risks arising from climate change on the

Group’s and Parent Company’s business and financial

statements and obtained an understanding of how

management identifies and responds to climate-related

risks. Further information on the Group’s commitments is

provided in the Group’s Task Force for Climate-Related

Financial Disclosures (“TCFD”) disclosures on page 30.

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, and their

insensitivity to changes in regulation, weather patterns and

business activities, we have not assessed climate-related

risk to be significant to our audit. There was also no impact

on our key audit matters.

In accordance with our obligations with regards to other

information, we have read the Group’s TCFD statement

and 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 30 to 41 within the Annual Report.

Other information

The other information comprises the information included

in the annual report other than the financial statements and

our auditor’s report thereon. The directors are responsible

for the other information contained within the annual report.

Our opinion on the financial statements does not cover

the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form

of assurance conclusion thereon.

Our responsibility is to read the other information and,

in doing so, consider whether the other information is

materially inconsistent with the financial statements,

or our knowledge obtained in the course of the audit

or otherwise appears to be materially misstated. If we

identify such material inconsistencies or apparent material

misstatements, we are required to determine whether

this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we

have performed, we conclude that there is a material

misstatement of this other information, we are required

to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by

the Companies Act 2006

In our opinion, the part of the directors’ remuneration report

to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion, based on the work undertaken in the course

of the audit:

• the information given in the Strategic Report and the

Directors’ Report for the financial period for which the

financial statements are prepared is consistent with the

financial statements and those reports have been prepared

in accordance with applicable legal requirements;

• the information about internal control and risk

management systems in relation to financial reporting

processes and about share capital structures, given in

compliance with rules 7.2.5 and 7.2.6 in the Disclosure

Rules and Transparency Rules sourcebook made by the

Financial Conduct Authority (the FCA Rules), is consistent

with the financial statements and has been prepared in

accordance with applicable legal requirements; and

• information about the company’s corporate governance

code and practices and about its administrative,

management and supervisory bodies and their

committees complies with rules 7.2.2, 7.2.3 and

7.2.7 of the FCA Rules.

Matters on which we are required to report

by exception

In the light of the knowledge and understanding of the Group

and the Parent Company and their environment obtained in

the course of the audit, we have not identified material

misstatements in the Strategic Report or the Directors’ Report.

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.

122

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Our Financials → Independent Auditor’s Report

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 23;

• 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 pages 23-25;

• Director’s statement on whether it has a reasonable

expectation that the Group will be able to continue in

operation and meets its liabilities set out on pages 23-25;

• Directors’ statement on fair, balanced and understandable

set out on page 107;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out

on page 47;

• Section of the annual report that describes the review of

effectiveness of risk management and internal control

systems set out on page 82; and,

• Section describing the work of the audit committee

set out on page 78.

Responsibilities of directors

As explained more fully in the directors’ responsibilities

statement set out on page 108, 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, and non-compliance

with laws and regulations, we:

• obtained an understanding of the nature of the industry

and sector, including the legal and regulatory frameworks

that the Group and Parent Company operate in and how

the Group and Parent Company are complying with the

legal and regulatory frameworks;

• inquired of management, and those charged

with governance, about their own identification and

assessment of the risks of irregularities, including any

known actual, suspected or alleged instances of fraud;

• applied analytical review procedures to identify unusual

or unexpected relationships; and

123

Superdry plc Annual Report 2023

Our Financials → Independent Auditor’s Report

• discussed within the audit engagement team about

potential non-compliance with laws and regulations and

how fraud might occur including assessment of how and

where the financial statements may be susceptible to

fraud having obtained an understanding of the

effectiveness of the control environment.

As the Group is regulated, our assessment of risks involved

gaining an understanding of the effectiveness of the control

environment including the controls established to mitigate

the risks of fraud and the procedures for complying with

regulatory requirements.

As a result of these procedures, we considered the

opportunities and incentives that may exist within the Group

for fraud and identified the greatest potential for fraud in

those areas in which management is required to exercise

significant judgement. In common with all audits under ISAs

(UK) we also performed specific procedures to respond to

the risk of management override and the risk of fraudulent

revenue recognition. These procedures included:

• testing the appropriateness of journal entries and other

adjustments based on risk criteria and comparing the

identified entries to supporting documentation;

• assessing whether the judgements made in making

accounting estimates were indicative of potential bias;

• evaluating the business rationale of any significant

transactions that are unusual or outside the normal

course of business;

• testing the operating effectiveness of the manual controls

in relation to the completeness, accuracy, and existence

of cash sales; and

• investigating transactions posted to nominal ledger codes

outside of the normal revenue cycle identified through the

use of data analytics tools.

The Group is subject to laws and regulations which directly

affect the material amounts and disclosures in the financial

statements. The most significant laws and regulations were

determined to be as follows: UK-adopted International

Accounting Standards, the UK Companies Act, Financial

Conduct Authority regulations, including the Listing Rules

and tax legislation.

In addition, the Group is subject to other laws and regulations

which do not have a direct effect on the financial statements

but compliance with which may be fundamental to the

Group’s ability to operate or to avoid material penalties.

We identified the following areas as those most likely to

have such an effect: competition and anti-bribery laws,

data protection, employment, environmental and health

and safety regulations.

In response to the above, audit procedures performed by

the audit engagement team included:

• reviewing financial statement disclosures and testing to

supporting documentation to assess compliance with

provisions of relevant laws and regulations described

as having a direct effect on the financial statements;

• enquiring of management, the Audit Committee and

legal counsel concerning actual and potential litigation

and claims;

• reading minutes of meetings of those charged with

governance, reviewing internal audit reports and

correspondence with regulatory bodies.

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

21 November 2022 to audit the financial statements for the

period ending 29 April 2023.

The period of total uninterrupted consecutive appointments is

1 year, including the audit for the period ended 29 April 2023.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Group or the Parent

Company and we remain independent of the Group and

the Parent Company in conducting our audit.

Our audit opinion is consistent with the additional report

to the audit committee in accordance with ISAs (UK).

Use of our report

This report is made solely to the company’s members,

as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the company and the company’s

members as a body, for our audit work, for this report,

or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA)

Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,

these financial statements form part of the European Single

Electronic Format (ESEF) prepared Annual Financial Report

filed on the National Storage Mechanism of the UK FCA in

accordance with the ESEF Regulatory Technical Standard

(‘ESEF RTS’). This auditor’s report provides no assurance

over whether the annual financial report has been prepared

using the single electronic format specified in the ESEF RTS.

Mark Harwood (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP, Statutory Auditor

Chartered Accountants

25 Farringdon Street

London

EC4A 4AB

31 August 2023

124

Superdry plc Annual Report 2023

Our Financials → Group Statement of Comprehensive Income

Group Statement of Comprehensive Income

to the members of Superdry plc

125 Superdry plc Annual Report 2023

Note

Adjusted

2023

£m

Adjusting

items

(note 6)

£m

Total

2023

£m

Restated**

Adjusted

2022

£m

Adjusting items

(note 6)

£m

Restated**

Total

2022

£m

Revenue 4 622.5 – 622.5 6 09.6 – 609.6

Cost of sales (294.1) – (294.1) (268.2) – (268.2)

Gross profit 328.4 – 328. 4 341.4 – 341. 4

Selling, general and

administrative expenses***

5 (372.7) (46.4) (419.1) (342.6) (17.7) (360.3)

Other gains and losses (net)*** 11 32.7 (1 0.4) 22.3 29.0 13.7 42.7

Impairment (charge)/credit on

trade receivables 24 (1 .7) – (1.7) 1.8 – 1.8

Operating (loss)/profit 12 (13.3) (56.8) (70.1) 29.6 (4.0) 25.6

Finance income 13 1.8 – 1.8 – – –

Finance expense 13 (10.2) – (10.2) (8.0) – (8.0)

(Loss)/Profit before tax 4 (21.7) (56.8) (78.5) 21.6 (4.0) 17.6

Tax (expense)/credit 14 (6 9.6) – (6 9.6) 7.8 (3.0) 4.8

(Loss)/Profit for the period (91.3) (56.8) (148.1) 29.4 (7.0) 22.4

Attributable to:

Owners of the Company (91.3) (56.8) (148.1) 29.4 (7.0) 22.4

Other comprehensive expense/(income)

net of tax:

Items that may be subsequently reclassified

to profit or loss

Currency translation differences on

translation of foreign operations (7.0) – (7.0) (8.2) – (8.2)

Total comprehensive (expense)/ income

for the period

(98.3) (56.8) (155.1) 21.2 (7.0) 14.2

Attributable to:

Owners of the Company (98.3) (56.8) (155.1) 21.2 (7.0) 14.2

pence

per share

pence

per share

Earnings per share:

Basic 16 (181.3) 27.4

Diluted 16 (181.3) 26 .4

* Adjusted and adjusting items are defined in note 35.

** The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

*** During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from

selling, general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects selling, general

and administrative expenses. Prior financial year comparatives of £12.0m have been restated to align to the current financial year approach.

2023 is for the 52 weeks ended 29 April 2023 and 2022 is for the 53 weeks ended 30 April 2022.

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 not to present the Company

statement of comprehensive income.

The notes on pages 130-187 inclusive are an integral part of the Group and Company financial statements.

Our Financials → Group Statement of Comprehensive Income

125

Superdry plc Annual Report 2023

Our Financials → Balance Sheets

Balance Sheets

to the members of Superdry plc Registered number: 07063562

126 Superdry plc Annual Report 2023

Group Company

Note

29 April

2023

£m

Restated*

30 April

2022

£m

Restated*

24 April

2021

£m

29 April

2023

£m

30 April

2022

£m

ASSETS

Non-current assets

Property, plant and equipment 18 16.3 23.4 29.4 4.0 4.0

Right-of-use assets 30 48.5 80.2 91.1 1.4 1.3

Intangible assets 19 42 .8 42.5 41.7 7.2 7.9

Investments in subsidiaries 20

–

– – 74.3 140.6

Trade and other receivables 24

–

– – 104.5 –

Deferred tax assets 22

–

66.3 53.8 – 8.5

Derivative financial instruments 33

–

0.9 0.3 – –

Total non-current assets 107.6 213 .3 21 6.3 191.4 162.3

Current assets

Inventories 23 112.5 132.7 148.3 1.3 1.3

Trade and other receivables 24 82.2 112.6 98.9 9.5 204.8

Derivative financial instruments 33 1 .1 8.9 2.4 – –

Current income tax receivables

–

– 4.0 – –

Cash and bank balances 25 58.2 20.5 38.9 5.6 –

Total current assets 254.0 274.7 292.5 16.4 206.1

LIABILITIES

Current liabilities

Borrowings 26 83.8 21.5 – 2.2 –

Trade and other payables 27 120.8 129.2 126.5 239.0 205.4

Current income tax liabilities 3 .0 4.0 – – –

Provisions for other liabilities and charges 28 5.4 4.7 6.2 1.3 1.0

Derivative financial instruments 33 2.2 0.5 5.7 – –

Lease liabilities 30 60.5 66.1 94.1 1.3 1.3

Total current liabilities 275.7 226.0 232.5 243.8 207.7

Net current (liabilities) / assets (21.7) 48.7 60.0 (227.4) (1.6)

Non-current liabilities

Trade and other payables 27 3.0 2.6 1.2 – –

Provisions for other liabilities and charges 28 7.1 7.2 10.0 – 0.5

Derivative financial instruments

–

– 1.5 – –

Deferred income tax liabilities 0.4 – – –

Deferred liabilities 0.9 0.8 1.1 – –

Lease liabilities 30 127.6 151.2 175.5 1.8 2.4

Total non-current liabilities 139.0 161 .8 189.3 1.8 2.9

Net (liabilities) / assets (53.1) 100.2 87.0 (37.8) 157.8

EQUITY

Share capital 34 4.1 4 .1 4.1 4.1 4.1

Share premium 149.3 149.2 149.2 149.3 149.2

ESOP Reserve (0.1) (2.0) – (0.1) (2.0)

Translation reserve (8.5) (1.5) 6.7 – –

Merger reserve (302.5) (302.5) (302.5) – –

Retained earnings 104.6 252.9 229.5 (191.1) 6.5

Total equity (53.1) 100.2 87.0 (37.8) 157.8

* The balance sheets at 30 April 2022 and at 24 April 2021 have been restated to correct certain misstatements, see note 37.

The Company loss for the year is £197.6m (2022: loss of £55.8m). The notes on pages 130-187 inclusive are an integral part of

the Group and Company financial statements. The financial statements on pages 125-187 were approved by the Board of

Directors and authorised for issue on 31 August 2023 and signed on its behalf by:

Julian Dunkerton

Chief Executive Officer

Shaun Wills

Chief Financial Officer

Our Financials → Balance Sheets

126

Superdry plc Annual Report 2023

Our Financials → Cash Flow Statements

Cash Flow Statements

to the members of Superdry plc

127 Superdry plc Annual Report 2023

Group Company

Note

2023

£m

2022

£m

2023

£m

2022

£m

Cash generated from operating activities 31 49.4 47.2 9.2 13.4

Tax (payment)/receipt (3.6) 0.4 – –

Net cash generated from operating activities 45.8 47.6 9.2 13.4

Cash flow from investing activities

Purchase of property, plant and equipment 18 (8.2) (10.4) (1.5) (1.1)

Purchase of intangible assets 19 (6.4) (7.2) (2.9) (1.7)

Upfront payment received in relation to sale of Intellectual Property 4.0 – – –

Net cash used in investing activities (10. 6) (17.6) (4.4) (2.8)

Cash flow from financing activities

Lease Incentives – Landlord Contributions 4.0 6.3 – –

Repayment of ABL facility 32 (130.5) (146.3) – –

Drawdown of ABL facility 32 160.1 164.7 – –

Interest paid 13 (10.2) (8.0) (1.9) (9.6)

Interest received 13 1 .8 – 1.7 –

Proceeds from issue of shares 0.1 –

Purchase of treasury shares 34 – (2.0) – –

Repayment of leases – principal amount 30 (56.3) (66.6) (1.2) (1.9)

Net cash used in financing activities (31.0) (51.9) (1.4) (11.5)

Net increase/(decrease) in cash and cash equivalents* 32 4.2 (21 .9) 3.4 (0.9)

Cash and cash equivalents at beginning of period 32 17.4 38.9 – 0.9

Exchange (losses)/gains on cash and cash equivalents 0.8 0.4 – –

Cash and cash equivalents at end of period* 32 22.4 17.4 3.4 –

* Cash and cash equivalents includes bank overdrafts

2023 is for the 52 weeks ended 29 April 2023 and 2022 is for the 53 weeks ended 30 April 2022.

The notes on pages 130-187 inclusive are an integral part of the Group and Company financial statements.

Our Financials → Cash Flow Statements

127

Superdry plc Annual Report 2023

Our Financials → Statements of Changes in Equity

Statements of Changes in Equity

to the members of Superdry plc

128 Superdry plc Annual Report 2023

Group Note

capital

£m

premium

£m

ESOP share

reserve

£m

Restated*

Translation

reserve

£m

Merger

reserve

£m

Restated*

Retained

earnings

£m

Total

equity

£m

Balance at 24 April 2021 as

originally reported 4.1 149.2 – 6.6 (302 .5) 233 .0 90 .4

Correction of misstatement 37 – – – 0.1 – (3.5) (3. 4)

Restated total equity at the start of

the year

4.1 149.2 – 6.7 (302.5) 22 9.5 87.0

Comprehensive (expense)/income

Restated profit for the period – – – – – 22.4 22.4

Other comprehensive expense – – – – – – –

Currency translation differences – – – (8.2) – – (8.2)

Total other comprehensive expense – – – (8.2) – – (8.2)

Restated total comprehensive

(expense)/income for the period – – – (8.2) – 22.4 14.2

Transactions with owners

ESOP shares acquired 34 – – (2 .0) – – – (2.0)

Employee share award schemes 8,9 – – – – – 1. 0 1.0

Dividend payments 17––––– ––

Total transactions with owners – – (2.0) – – 1 .0 (1.0)

Balance at 30 April 2022 as

originally reported

4.1 149.2 (2.0) (1.6) (302.5) 256.7 103 .9

Correction of misstatement 37 0.1 (3.8) (3.7)

Restated total equity at 30 April 2022 4.1 1 49.2 (2. 0) (1. 5) (302.5) 252.9 10 0.2

Comprehensive (expense)/income

Loss for the period – – – – – (148.1) (148.1)

Other comprehensive expense – – – – – – –

Currency translation differences – – – (7.0) – – (7 .0)

Total other comprehensive expense – – – (7.0) – – (7.0)

Total comprehensive expense for

the period – – – (7.0) – (148.1) (155.1)

Transactions with owners

Shares issued – 0.1 – – – – 0. 1

ESOP shares issued 34 – – 1.9 – – – 1.9

Employee share award schemes 8,9 – – – – – (0. 2) (0. 2)

Dividend payments 17––––– ––

Total transactions with owners – 0.1 1 .9 – – (0.2) 1.8

Balance at 29 April 2023 4.1 149.3 (0.1) (8.5) (302.5) 104.6 (53 .1)

* The comparative periods to 30 April 2022 and to 24 April 2021 have been restated to correct certain misstatements, see note 37.

Our Financials → Statements of Changes is Equity

128

Superdry plc Annual Report 2023

Our Financials → Statements of Changes in Equity

Statements of Changes in Equity

to the members of Superdry plc

129 Superdry plc Annual Report 2023

Company Note

capital

£m

premium

£m

ESOP Share

Reserves

£m

Retained

earnings

£m

Total

equity

£m

Balance at 24 April 2021 4.1 149.2 – 61.3 214.6

Comprehensive expense

Loss for the period 15 – – – (55.8) (55.8)

Other comprehensive income – – – – –

Currency translation differences – – – – –

Total other comprehensive expense – – – – –

Total comprehensive expense for the period – – – (55.8) (55.8)

Transactions with owners

Employee share award schemes 8,9 – – – 1.0 1.0

ESOP shares Acquired 34 – – (2.0) – (2.0)

Dividends paid 17 – – – – –

Total transactions with owners – – (2.0) 1.0 (1.0)

Balance at 30 April 2022 4.1 149.2 (2.0) 6.5 157.8

Comprehensive income

Loss for the period 15 – – – (197.6) (197.6)

Other comprehensive income – – – – –

Currency translation differences – – – – –

Total other comprehensive income for the period – – – – –

Total comprehensive expense for the period – – – (197.6) (197.6)

Transactions with owners

Employee share award schemes 8,9 – – – – –

Shares issued – 0.1 – – 0.1

ESOP shares issued 34 – – 1.9 – 1.9

Dividends paid 17 – – – – –

Total transactions with owners – 0.1 1.9 – 2.0

Balance at 29 April 2023 4.1 149.3 (0.1) (191.1) (37.8)

The notes on pages 130-187 inclusive are an integral part of the Group and Company financial statements.

2023 is for the 52 weeks ended 29 April 2023 and 2022 is for the 53 weeks ended 30 April 2022.

Our Financials → Statements of Changes is Equity

129

Superdry plc Annual Report 2023

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

Notes to the Group and Company Financial Statements

to the members of Superdry plc

130 Superdry plc Annual Report 2023

1. Principal accounting policies

General information

The Company is a public company limited by shares

incorporated in the United Kingdom under the Companies

Act and is registered in England and Wales. The address of

the Company’s office is shown on page 187. The current

period (2023) is for the 52 weeks ended 29 April 2023

(2022: 53 weeks ended 30 April 2022 (2022)).

a) Basis of preparation

The financial statements of Superdry plc (the Company)

and Superdry plc and its subsidiary undertakings in the UK,

the Republic of Ireland, Belgium, France, India, Hong Kong,

Germany, the Netherlands, Spain, Turkey, Scandinavia and

the United States of America and the disclosure guidance

and transparency rules sourcebook of the United Kingdom’s

Financial Conduct Authority as detailed in note 20 (the

Group) have been prepared on a going concern basis under

the historical cost convention as modified by fair values, in

accordance with United Kingdom adopted international

accounting standards. Also, they have been prepared in

accordance with the Companies Act 2006 applicable

to companies reporting under IFRS.

The preparation of financial statements in accordance with

UK adopted International Accounting Standards requires

the use of certain accounting estimates and requires

management to exercise its judgement (note 2) in the

process of applying the Group’s accounting policies. These

policies have been consistently applied to all periods for

both the Group and company presented unless otherwise

stated. The Group and company financial statements are

presented in Sterling and all values are rounded to the

nearest hundred thousand, except where indicated.

b) Going concern

The financial position of the Group, its cash flows and

liquidity position are set out in the financial statements.

Furthermore, the Group financial statements include the

Group’s objectives and policies for managing its capital, its

financial risk management objectives, details of its financial

instruments and exposure to credit and liquidity risk (please

refer to note 33).

Background and context

Like many businesses in the retail sector, the Group has

been through a period of unprecedented challenges over

recent years. The global pandemic resulted in the enforced

closure of stores, with many trading days lost. Despite a

resurgence of store visits in many European countries

following vaccination programmes and the lifting or easing

of restrictions in the Group’s key markets, footfall has still

not recovered to pre-pandemic levels.

The Russian invasion of Ukraine occurred in the second half

of FY22, and whilst the Group was not directly impacted, the

lasting effects of this on supply chains, the resultant input

price inflation and the consequential impact on consumer

confidence has increased the uncertainty in our forecasts,

particularly in the short term, and therefore further challenges

our ability to achieve the brand reset and the financial

objectives in our plan. On the 27 January 2023 profit

guidance was reduced from £10m-£20m to broadly break

even as a result of the uncertainty discussed above and

underperformance of the wholesale channel. Subsequently

on 14 April 2023 profit guidance was withdrawn after

continued uncertainty within wholesale and lower

than expected retail performance.

In response to the challenging macroeconomic conditions

and to partially offset the adverse impacts above, there are

several key mitigations that the Group has undertaken:

• Price rises ranging from 4%-6% across AW22 and SS23

and the introduction of delivery charges for all online

orders and returns.

• Increasing the mix of core product, which has a life of

more than one season, and consequently reducing the

clearance and buy cycle, which remains our largest

cash mitigation.

• Re-introducing targeted clearance activity in our stores.

• Identified and implementing a number of operational

savings and cost efficiencies across the Group.

• Restructured our loss-making US operations, reducing

the numbers of stores, closing our distribution centre and

fulfilling wholesale from the UK.

• Focussed reduction of working capital, reducing stock

held through lower purchases and targeted clearance,

and closer management of our wholesale debtor portfolio.

Borrowing Facilities

In December 2022, the Group refinanced its existing asset

backed loan (‘ABL’) of up to £70m with a new ABL facility

of up to £80m, limited by levels of inventory and receivables

held at any point in time, with specialist lender, Bantry Bay,

including a term loan of £30m. This new facility will expire

in December 2025.

At the year-end April 2023, £48.0m (£30m of which is the

term loan element) of the ABL facility with Bantry Bay had

been drawn down with the Group net debt position at

£25.6m (please refer to note 26). The maximum drawdown

on the ABL facility (HSBC/BNP) in FY23 was £54.3m in

October 2022, in line with the peak working capital

requirements of the Group.

In March 2023 the Group reached agreement with Cowell, a

company listed on the South Korean stock exchange, to sell

the Superdry’s intellectual property in certain countries in the

APAC region for $50m before fees and taxes, significantly

bolstering the liquidity position. The shareholder vote on this

transaction was concluded on 30 May 2023 and therefore

will be reflected in the FY24 report and accounts. It was also

agreed with the Group’s lenders to increase the borrowing

availability over the period until the funds were received on

the IP sale to provide additional funding. The net proceeds

(£34m) were received from the APAC deal in March and

May 2023.

In May 2023 the Group successfully completed an equity

raise with net proceeds totalling £11.4m.

In August 2023 a second lien ABL financing facility was

agreed with Hilco Capital Limited of up to £25m.

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1. Principal accounting policies continued

Base case

The Group’s going concern assessment covers the 12-month

period from the date of approval of the financial statements,

derived from the latest FY24 and FY25 forecasts in the

Group’s medium term financial plan (the ‘Plan’). Given the

downgraded profits as mentioned above as well as the

continued impact of the cost-of-living crisis which continues

to impact the wider retail sector and the Group, our trading

outlook has been adjusted to reflect these uncertainties

which were updated and board approved in June 2023.

The most significant assumptions in this revised set of

projections are:

• All trading channels benefit from ongoing product

improvements, operational initiatives and marketing

activity to support the brand reset which began in October

2020, the full benefit of which is not yet realised, given the

challenging macroeconomic environment. This benefit is

offset by pressure on all trading channels as a result of

the cost-of-living crisis impacting consumer spending.

• Store trading is predicted to decline year-on-year with

negative like for like forecasts over the duration of FY24

and through FY25 when adjusted for the impact of COVID

on comparable periods. The net number of stores is

expected to reduce which will impact top-line revenues

but drive greater profitability.

• Ecommerce revenues are projected to grow, driven by

new 3

party site openings, the annualization of charging

for delivery and returns on our own sites and the resultant

returns rate reduction.

• Wholesale revenues are projected to decline significantly

into FY24 as a result of lower order book placings

for autumn winter and spring summer reflecting the

stock overhang from the pandemic-impacted trading

of FY20-FY22. FY25 wholesale revenue is projected

to be flat to FY24.

• A significant cost cutting programme across all areas

of the business more than offset inflationary pressure

through FY24 and FY25. Cost cutting measures include

regearing of leases, payroll and marketing savings, central

cost savings, logistics savings as well as the closure of

the US DC.

In assessing the Group’s going concern status the Directors

considered the base case (with the assumptions outlined

above) and a reasonably possible downside scenario

involving a reduction in revenue combined with lower

achieved cost savings, which includes a requirement for

additional financing in line with our working capital cycle

without any mitigating actions.

Reverse Stress Test

Given the base case reflects the results of the turnaround

plan and due to the current macroeconomic uncertainties

already discussed, there is uncertainty around the Group

achieving its targets and therefore a scenario has been

modelled that assumes a reduction in the sales plan and

not achieving the full scope of the cost out programme.

These have been modelled as a reverse stress test.

The reverse stress test models the decline in sales and the

reduction in cost savings that the Group would be able to

absorb before requiring additional sources of financing in

excess of those that are committed.

The reverse stress test scenario shows that, without any

mitigating factors or contingency, a reasonably feasible

downside scenario in sales and missing the cost savings

would require funding in excess of our available facility at

certain points in the year. A 2.6% deterioration in trading

coupled with a 2.6% increase across the entirety of the

Group’s cost base would result in a breach of facility limits.

The facility availability is dependent on the position of

receivables and inventory at each reporting month-end.

However, the Group continues to manage its cash flow

and is considering further options to improve liquidity

along the lines of those already delivered to mitigate

any potential shortfall.

This assessment is linked to a robust assessment of the

principal risks facing the Group, and the reverse stress test

reflects the potential impact of these risks being realised.

Summary

The financial statements continue to be prepared on

the going concern basis. This conclusion is based on

the Group’s current forecasts, sensitivities and mitigating

actions available. With the continued challenges in the

macro environment, coupled with the headroom on the ABL

facility, the Directors note that until key mitigations can be

actioned with certainty, there exists a material uncertainty

related to Going Concern. This may cast significant doubt

over the Group’s ability to continue as a going concern until

said mitigations result in cost savings sufficient to increase

headroom over the ABL facility and therefore, the Group

may not be able to realise its assets and discharge its

liabilities in the normal course of business.

The material uncertainty related to Going Concern arises

due to:

• The limited headroom within the current funding

facilities in the context of an uncertain macro-economic

environment in lieu of any additional financing (including

any future IP deal similar to agreement for APAC region);

• The ability of the Group to operate within existing

committed financing facilities from the Group’s forecasts,

which may be affected by continued uncertainty in the

macro-economic environment;

• The ability of the Group to successfully deliver the

proposed cost out initiatives in the projected timeframe,

given the scope and material nature of said savings.

After considering the forecasts, sensitivities and mitigating

actions available to Group management and having regard

to the risks and uncertainties to which the Group is exposed

(including the material uncertainty referred to above), the

Group directors have a reasonable expectation that the

Group has adequate resources to continue in operational

existence for the foreseeable future, and operate within its

borrowing facilities and covenants for the period 12 months

from date of signature. Accordingly, the financial statements

continue to be prepared on the going concern basis.

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1. Principal accounting policies continued

c) Basis of consolidation

Consolidated subsidiaries are those entities over which the

Group has control. The Group controls an entity when the

Group is exposed to, or has rights to, variable returns from

its involvement with the entity and could affect those returns

through its power over the entity.

The results of any subsidiaries acquired during the period

are included in the Group statement of comprehensive

income from the date on which control is transferred to

the Group. Accounting policies of subsidiaries are changed

when necessary to ensure consistency with the accounting

policies adopted by the Group and subsidiaries are

deconsolidated from the date that control ceases.

Under IFRS 11 ‘Joint Arrangements’, investments in joint

arrangements are classified as either joint operations or

joint ventures. The classification depends on the contractual

rights and obligations of each investor, rather than the legal

structure of the joint arrangement.

The Group determines, at each reporting date, whether

there is any objective evidence that the investment in joint

ventures is impaired. If this is the case, the Group calculates

the amount of impairment as the difference between the

recoverable amount of the joint ventures and the carrying

value and recognises the amount adjacent to “share of

profit or loss of joint venture” in the Group statement of

comprehensive income.

Intercompany transactions and balances are eliminated

on consolidation.

d) Foreign currencies

The consolidated financial information is presented in

Sterling, which is the Company’s functional and the Group’s

presentational currency. Transactions in foreign currencies

are recorded at the rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign

currencies are translated at the rates ruling at the balance

sheet date. Resulting exchange gains and losses are

recognised in the Group statement of comprehensive income.

Upon consolidation, the assets and liabilities of the Group’s

foreign operations are translated at the rate of exchange

ruling at the balance sheet date. Income and expense items of

foreign operations are translated at the actual rate or average

rate if not materially different. Differences on translation are

recognised in other comprehensive income and held within

the translation reserve. On the sale of a foreign operation,

the associated exchange differences are recycled to profit

and loss account as part of the gain or loss on disposal.

Foreign exchange gains and losses on intra-group balances

are recognised in profit and loss, except where the intra-

group balance forms part of the net investment in a foreign

operation. An intra-group balance is only considered a net

investment in foreign operations, where the settlement of

the monetary item is neither planned nor likely to occur in

the foreseeable future. Where intra-group balances are

considered a net investment in foreign operations, the

foreign exchange gains and losses are recognised in

other comprehensive income.

e) Revenue recognition

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.

Own store revenue – stores segment

Own store revenue from the provision of sale of goods is

recognised at the point of sale of a product to the customer.

Own store sales are settled in cash or by credit or payment

card. It is the Group’s policy to sell its products to the

customer with a right to exchange or full refund within

28 days subject to discretionary extension. Provisions

are made for own store returns based on the expected

level of returns, which in turn is based upon the historical

rate of returns. At the point of sale, a returns liability

and corresponding adjustment to revenue is recognised

for those products that the Group has a right to recover.

The anticipated returns are recognised as an inventory

asset, with a corresponding adjustment to cost of sales.

Concession revenue – stores segment

Concession revenues from the provision of sale of goods

are recognised gross at the point of sale of a product to the

end customer. Concession revenues are settled in cash, by

the concession grantors net of commissions or other fees

payable. It is the concessions’ policy to sell their products

with a right to exchange within 28 days and a cash refund

within 14 days. Provisions are made for concession returns

based on the expected level of returns, which in turn is

based upon the historical rate of returns. At the point of sale,

a returns liability and corresponding adjustment to revenue

is recognised for those products that the Group has a right

to recover. The anticipated returns are recognised as an

inventory asset, with a corresponding adjustment to cost

of sales.

Ecommerce revenue

Revenue from the provision of the sale of goods on

the internet is recognised at the point that control of

the inventory has passed to the customer, which is when

the goods are received by the customer. Transactions are

settled by credit card, payment card or other electronic

payment providers. Customers have a right to exchange

or full refund within a range of 21 to 100 days, depending

on the website the purchase is made from. Provisions are

made for E-commerce credit notes based on the expected

level of returns, which in turn is based upon the historical

rate of returns. At the point of sale, a returns liability and

corresponding adjustment to revenue is recognised for

those products that the Group has a right to recover. The

anticipated returns are recognised as an inventory asset,

with a corresponding adjustment to cost of sales.

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1. Principal accounting policies continued

Wholesale revenue

Wholesale revenues from the sale of goods are recognised

at the point that control of the inventory has passed to

the customer, which depends on the specific terms and

conditions of sales transactions, and which is typically upon

delivery. Revenues are settled in cash, net of discounts.

Provisions are made for Wholesale credit notes based on

the expected level of returns, which in turn are based upon

the historical rate of returns. At the point of sale, a returns

liability and corresponding adjustment to revenue are

recognised for those products that the Group has a right

to recover. The anticipated returns are recognised as an

inventory asset, with a corresponding adjustment to cost

of sales.

f) Other income

Royalty income

The Group receives royalty income from its franchise

partners based on specific agreements in place. The income

is recognised based on the specific performance obligations

within the agreements. This income is recognised within

other income as it does not relate to consideration for goods

supplied to customers.

g) Finance expenses

Finance expenses comprise interest payable on interest-

bearing loans, lease liabilities, short-term borrowings and

lending facilities. Finance expenses are recognised in the

Group statement of comprehensive income using the

effective interest method.

h) Leasing and similar commitments

IFRS 16 requires entities to apply a single lease accounting

model, with lessees recognising right-of-use assets and

lease liabilities on the balance sheet for all applicable

leases except for certain short-term and low-value leases.

The right-of-use assets comprise the initial measurement of

the corresponding lease liability, lease payments made at or

before the commencement date, less any lease incentives

received and any initial direct costs. They are subsequently

measured at cost less accumulated depreciation and

impairment losses. Right-of-use assets are depreciated

over the shorter period of lease term and useful life of

the right-of-use asset. The depreciation starts at the

commencement date of the lease.

The lease liability is initially measured at the present value of

the lease payments that are not paid at the commencement

date, discounted by using the rate implicit in the lease.

If this rate cannot be readily determined, the Group

uses its incremental borrowing rate. Lease liabilities

are subsequently measured at amortised cost, increased

for interest charges and reduced for lease payments.

The Group assesses whether a contract is or contains a

lease at inception of the contract. The Group recognises

a right-of-use asset and a corresponding lease liability with

respect to all lease arrangements in which it is the lessee,

except for short-term leases (defined as leases with a lease

term of 12 months or less), leases of low-value assets (such

as personal computers, small items of office furniture and

telephones) and variable lease agreements. For these

leases, the Group recognises the lease payments as an

operating expense on a straight-line basis over the term

of the lease unless another systematic basis is more

representative of the time pattern in which economic

benefits from the leased assets are consumed.

Lease modifications

The Group recalculate the lease liability (and makes a

corresponding adjustment to the related right-of-use

asset) whenever:

• The lease term has changed or there is a significant

event in which case the lease liability is remeasured by

discounting the revised lease payments using a revised

discount rate.

• A lease contract is modified, and the lease modification

is not accounted for as a separate lease, in which case

the lease liability is remeasured based on the lease term

of the modified lease by discounting the revised lease

payments using a revised discount rate at the effective

date of the modification. Differences arising between

the right-of-use asset and the lease liability as part of the

modification calculation are recognised in the statement

of comprehensive income under other gains and losses.

Lease remeasurements

The lease payments change due to changes in an index, in

which case the lease liability is remeasured by discounting

the revised lease payments using an unchanged

discount rate.

The Group applies the practical expedient available in respect

of COVID-19 related rent concessions. Rent concessions

occurring as a direct consequence of the COVID-19

pandemic are not assessed as lease modifications. Rent

concessions are eligible for the practical expedient where

the following criteria are met:

• The change in lease payments results in revised

consideration for the lease that is substantially the

same as, or less than, the consideration for the lease

immediately preceding the change.

• any reduction in lease payments that affects only

payments originally due on or before 30 June 2022; and

• there is no substantive change to the other terms and

conditions of the lease.

Rent concessions eligible for the practical expedient are

recognised in profit and loss.

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134 Superdry plc Annual Report 2023

1. Principal accounting policies continued

Lease premiums

Lease premiums are only recognised on leases that do not

fall under the scope of IFRS 16. Lease premiums paid to

landlords are initially recognised as an intangible asset in

the balance sheet at the point the recognition criteria in

the lease are met, and charged to selling, general and

administrative expenses in the Group statement of

comprehensive income on a straight-line basis over the

term of the lease commencing from the opening date.

i) Property, plant and equipment

Property, plant and equipment is stated at historical

cost less accumulated depreciation and impairment.

Cost includes the original purchase price and the costs

attributable to bringing the asset into its working condition.

Gains and losses on disposals are determined by comparing

the proceeds received with the carrying amount and are

recognised in the Group statement of

comprehensive income.

Depreciation is provided at rates calculated to write down

the cost of the assets, less their estimated residual values,

over their remaining useful economic lives as follows:

Land and buildings 50 years on a straight-line basis

Leasehold

improvements

5 – 10 years on a straight-line basis

Furniture, fixtures

and fittings

5 – 10 years on a straight-line basis

Computer equipment 3 – 5 years on a straight-line basis

Land is not depreciated. Residual values and useful economic

lives are reviewed annually and adjusted if appropriate.

Property, plant and equipment is reclassified as held for sale

assets if their carrying amount will be recovered through

a highly probable sale transaction rather than through

continuing use.

j) Impairment of non-financial assets

The carrying values of non-financial assets which comprise

of goodwill, intangible assets and property, plant and

equipment are tested annually to determine whether there is

any indication of impairment. If any such indication exists,

the recoverable amount of the asset is estimated. Where the

asset does not generate cash flows which are independent

from other assets, the recoverable amount of the cash

generating unit (CGU) to which the asset belongs

is estimated.

The recoverable amount of a non-financial asset is the

higher of its fair value less costs to sell, and its value in

use. Value in use is the present value of the future cash

flows expected to be derived from an asset or CGU. An

impairment loss is recognised in the Group statement of

comprehensive income whenever the carrying amount of an

asset or CGU exceeds its recoverable amount. Impairment

reversals are recognised in the Group statement of

comprehensive income if there has been a change to

the estimates used to determine the asset’s recoverable

amount since the last impairment loss was recognised.

Where an impairment loss on other non-financial assets

subsequently reverses, the carrying amount of the asset

(or CGU) is increased to the revised estimate of the

recoverable amount, but so that the increased carrying

amount does not exceed the carrying amount that would

have been determined if no impairment loss had been

recognised for the asset (or CGU) in prior years. Impairment

loss in a subsidiary consolidated under predecessor

accounting (note 1ac) is recognised as a movement in

the merger reserve and retained earnings in addition to

recognising a loss on the Group statement of comprehensive

income. Impairment losses on goodwill are not reversed.

Further information on how impairments have been

calculated can be found in note 2.

k) Intangible assets

Intangible assets acquired separately from a business are

recognised initially at cost. An intangible asset acquired

as part of a business combination is recognised outside of

goodwill if the asset is separable or arises from contractual

of other legal rights and its fair value can be measured

reliably. Following initial recognition, intangible assets

are carried at cost less accumulated amortisation and

impairment losses. Intangible assets with a finite life have

no residual value and are amortised on a straight-line

basis over their expected useful lives as follows:

Trademarks 10 years

Website and software 5 years

Lease premiums Over the life of the lease

on a straight-line basis

Distribution agreements 6 – 23 years

Trademarks comprise the external cost of registration and

associated legal costs. Website and software costs consist

of externally incurred development costs, as well as internal

payroll-related costs directly associated with the project

which are eligible for capitalisation under IAS 38.

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135 Superdry plc Annual Report 2023

1. Principal accounting policies continued

Lease premiums comprise the amount paid to the previous

tenant to acquire the lease.

Distribution agreements comprise the fair value, at the date

of acquisition, of distribution agreements acquired as part of

a business combination.

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. Goodwill on

acquisitions of subsidiaries is included in intangible assets.

Goodwill is not amortised but is tested annually for

impairment and carried at cost less accumulated

impairment losses.

Licence agreements to use cloud software are treated

as service contracts and expensed in the Group income

statement, unless the Group has both a contractual right

to take possession of the software at any time without

significant penalty, and the ability to run the software

independently of the host vendor. In such cases the licence

agreement is capitalised as software within intangible

assets. Costs to configure or customise a cloud software

licence are expensed alongside the related service

contract in the Group income statement, unless they

create a separately identifiable resource controlled

by the Group, in which case they are capitalised.

l) Investments

Investments in subsidiaries are recorded at historical cost,

less any provision for impairment.

Dividends received from a subsidiary are deducted direct

from the cost of the investment where the dividend received

represents a return of capital. Otherwise, dividends received

are recognised in profit and loss by the parent company

when the right to receive the dividend is established.

The Group applies IFRS 11 to all joint arrangements. Under

IFRS 11, investments in joint arrangements are classified as

either joint operations or joint ventures depending on the

contractual rights and obligations of each investor. The

Group has assessed the nature of its joint arrangements

and determined them to be joint ventures. Interests in joint

ventures are accounted for using the equity method of

accounting after initially being recognised at cost in the

consolidated balance sheet.

When the Group’s share of losses exceeds the Group’s

interest in the joint venture, 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 on behalf of

the joint venture.

m) Financial instruments

Derivative financial instruments and hedging activities

Derivative financial instruments are recognised initially at

their fair value and remeasured at fair value at each period

end. Derivative financial instruments are categorised as held

at fair value through the profit and loss account. The gain

or loss on remeasurement to fair value is recognised

immediately in the Group statement of comprehensive

income. The Group has not applied hedge accounting.

Foreign forward exchange derivative gains and losses

are recognised in other gains and losses (net).

Financial assets

Financial assets are measured initially at fair value,

adjusted for transaction costs (where applicable). The

Group’s financial assets comprise of Trade and other

receivables, derivative financial instruments and cash and

bank balances. The Group derecognises a financial asset

only when the contractual rights to the cash flows from the

asset expire, or when it transfers the financial asset and

substantially all the risks and rewards of ownership of the

asset to another entity. On derecognition of a financial asset

measured at amortised cost, the difference between the

asset’s carrying amount and the sum of the consideration

received and receivable is recognised in profit or loss.

In addition, on derecognition of an investment in a debt

instrument classified as at FVTOCI, the cumulative gain

or loss previously accumulated in the investment’s

revaluation reserve is reclassified to profit or loss.

Financial Liabilities

The Group’s financial liabilities comprise Trade and

other payables, borrowings, lease liabilities 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

instrument at FVTPL. Subsequently, financial liabilities

are measured at amortised costs using the effective

interest rate, except for derivatives and financial liabilities

designated at FVTPL, which are carried subsequently at fair

value with gains and losses recognised in profit and loss.

n) Inventories

Inventories are valued at the lower of cost or net realisable

value. Cost comprises costs associated with the purchase

and bringing of inventories to the distribution centres and

is based on the weighted average principle. Provisions

are made for obsolescence, mark-downs, and shrinkage.

The cost formula used for measuring inventory is moving

average cost.

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1. Principal accounting policies continued

Sample stock is expensed through the Group statement of

comprehensive income when incurred.

o) Trade receivables

Trade receivables are initially recognised at transaction

price and subsequently measured at amortised cost, less

a loss allowance. The loss allowance is measured at an

amount equal to lifetime expected credit losses through

the simplified model using a provision matrix. See note 1ah

for further details.

p) Assets classified as held for sale

Non-current assets are classified as held for sale when

their carrying amount will be recovered through a sale

transaction rather than through continuing use. This condition

is met only when the sale is highly probable, the asset is

available for immediate sale, and when it is expected to

complete within one year. These assets are stated at the

lower of carrying amount and fair value less costs to sell.

q) Cash and bank balances

Cash and bank balances comprise cash at bank and in

hand and short-term deposits with an original maturity date

of three months or less. Bank overdrafts are offset against

cash when a legal right of offset exists and where the Group

can demonstrate the intention to net settle. For the purpose

of the cash flow statement, cash and cash equivalents

consist of cash and short-term deposits, less overdrafts,

which are repayable on demand. Amounts received in

respect of assets, against which amounts have been

borrowed under the ABL facility, are disclosed as

restricted cash until approval is received from the lender.

r) Provisions

A provision is recognised in the balance sheet when the

Group has a present legal or constructive obligation as

a result of a past event, it is more likely than not that an

outflow of economic benefits will be required to settle the

obligation, and the obligation can be estimated reliably.

Provisions are discounted using the risk-free rate if the

impact on the provision is deemed to be material.

Provisions for onerous property related contracts are

recognised when the Group believes that the unavoidable

costs of meeting or exiting the lease obligations exceed the

economic benefits expected to be received under the lease.

s) Employee benefit obligations

Wages, salaries, payroll tax, paid annual leave, sick leave,

bonuses, and non-monetary benefits are accrued in the year

in which the associated services are rendered by employees

of the Group.

The Group operates a defined contribution pension

scheme for the benefit of its employees. The Group pays

contributions into an independently administered fund via

a salary sacrifice arrangement. The costs to the Group

of providing these benefits are recognised in the Group

statement of comprehensive income and comprise the

number of contributions payable to the scheme in the year.

t) Share-based payments – Group

operated schemes

The Group operates several equity settled share-based

compensation plans. The fair value of the shares under such

plans is recognised as an expense in the Group statement

of comprehensive income. Where relevant, fair value is

determined using the Black–Scholes option pricing model.

The amount to be expensed over the vesting period is

determined by reference to the fair value of share incentives

excluding the impact of any non-market vesting conditions.

Non-market vesting conditions are considered as part of the

assumptions about the number of share incentives that are

expected to vest. At each balance sheet date, the Group

revises its estimate of the number of share incentives that

are expected to vest. The impact of the revision on original

estimates, if any, is recognised in the Group statement of

comprehensive income, with a corresponding adjustment

to equity over the remaining vesting period. The Group also

operates cash-settled awards. The fair value of the liability

for these is revised at each balance sheet date and the

cost is recognised in the income statement over the

vesting period.

u) Share-based payments –

~Founder Share Plan

The founders of Superdry, Julian Dunkerton and James

Holder, operate a share-based compensation plan that

awards both cash and shares; for the purposes of IFRS 2

it is considered to be an equity-settled share-based

compensation plan. The Founder Share Plan (FSP) (see

note 9 for further details) falls within the scope of IFRS 2

despite the Group neither purchasing nor issuing the shares,

nor the cost of the cash being a Company expense. Fair

value is determined using the Monte Carlo pricing model.

The amount to be expensed over the vesting period

is determined by reference to the fair value of share

incentives, adjusted at the grant of each share incentive

for dilution assumptions. These dilution assumptions are

not revised after the grant of the share incentive. Non-

market vesting conditions are considered as part of the

assumptions about the number of share incentives that

are expected to vest. The impact of the revision on original

estimates, if any, is recognised in the Group statement of

comprehensive income, with a corresponding adjustment to

equity over the remaining vesting period. The measurement

period for the market-based vesting criteria expired over

the course of the prior year; an amount for the scheme

is expensed in the current year to reflect the original

exercise period.

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1. Principal accounting policies continued

v) Trade and other payables

Trade and other payables, excluding lease incentives, are

non-interest bearing and are initially recognised at their

fair value and subsequently measured at amortised cost

using the effective interest method.

Contract liabilities

Contract liabilities are recognised by the Group where

payment has been received and there is a future obligation

to transfer goods or services, but the performance obligation

for revenue recognition has not yet been met. These

primarily relate to the provision of gift cards and the

timing of the sale of goods.

w) Taxation

The policy for current and deferred tax, when relevant, is

as follows:

• tax on the profit or loss for the period will comprise

current and deferred tax;

• current tax expense is calculated using the tax rates

which have been enacted or substantively enacted at the

balance sheet date, and any adjustment to tax payable in

respect of previous years;

• deferred tax is provided using the balance sheet liability

method, providing for temporary differences between

the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used

for taxation purposes;

• the amount of deferred tax provided is based on

the expected realisation or settlement of the carrying

amount of assets and liabilities, using tax rates enacted

or substantively enacted by the balance sheet date;

• a deferred tax asset is recognised only to the extent that

it is probable that future taxable profits will be available

against which the asset can be utilised. Deferred tax

assets are reduced to the extent that it is no longer

probable that the related tax benefit will be realised

(see note 22); and

• deferred tax assets and liabilities are offset when there

is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred tax

assets and liabilities relate to taxes levied by the same

taxation authority on either the same taxable entity or

different taxable entities where there is an intention to

settle the balances on a net basis.

Uncertain tax positions

A provision is recognised for those matters for which the tax

determination is uncertain, but it is considered probable that

there will be a future outflow of funds to a tax authority. The

provisions are measured at the best estimate of the amount

expected to become payable. The assessment is based on

the judgement of tax professionals within the Company

supported by previous experience in respect of such

activities and in certain cases based on specialist

independent tax advice.

x) Dividends

Dividends are recognised as a liability and deducted from

equity at the balance sheet date only if they have been

approved before or on the balance sheet date and not paid.

Interim dividends are recognised in the period they are paid.

y) Share capital

Ordinary shares are classified as equity. The share capital

represents the nominal value of shares that have been issued.

z) Share premium

The share premium account represents the excess of

the issue price over the nominal value on ordinary shares

issued, less incremental costs directly attributable to issue

the new shares.

aa) Retained earnings

The retained earnings reflect the accumulated profits and

losses of the Group.

ab) Merger reserve and other reserves

The consolidation of the subsidiaries acquired in advance

of the Initial Public Offering in March 2010 (C-Retail Limited,

DKH Retail Limited, SuperGroup Concessions Limited,

SuperGroup International Limited, SuperGroup Internet

Limited and SuperGroup Retail Ireland Limited) into the

financial statements of Superdry plc has been prepared

under the principles of predecessor accounting, whereby

an acquirer is not required to be identified, and all entities

are included at their pre-combination carrying amounts. This

accounting treatment leads to differences on consolidation

between consideration and fair value of the associated net

assets and this difference is included within equity as a

merger reserve. The translation reserve relates to gains

and losses arising on retranslating the net assets of

overseas subsidiaries into sterling.

ac) ESOP reserve

Some Superdry Plc shares recognised as equity have been

repurchased in order to settle future obligations under

share-based payment arrangements. The amount of the

consideration paid for the treasury shares, which includes

directly attributable costs, is recognised as a deduction

from equity. Repurchased shares are classified as treasury

shares and are presented in the ESOP reserve. When

treasury shares are sold or reissued subsequently, the

amount received is recognised as an increase in equity

and the resulting surplus or deficit on the transaction is

presented within retained earnings. The Company applies

the look through method, treating the employee benefit trust

as an extension of Superdry Plc. Accordingly the treasury

shares are recognised within equity in both the Group and

Company financial statements.

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1. Principal accounting policies continued

ad) Segment reporting

Operating segments are reported in a manner consistent

with the internal reporting provided to the Chief Operating

Decision-Maker (CODM). The CODM, which is responsible

for allocating resources and assessing performance of

the operating segments, has been identified as the

Executive Committee.

At each reporting date the Group reviews the composition

of its segments to reflect the impact of changes in reporting

provided to the CODM or restructuring in the business.

Where changes in the operating segments are identified,

the comparative information is restated where possible.

ae) Cost of sales

Cost of sales comprises movements between opening and

closing inventories, purchases, carriage in, commissions

payable, and other related expenses. As explained in

note 1e, customers have a right of return. When customers

exercise this right, the Group has a right to recover the

product and as such recognises a right to returned goods

asset and a corresponding adjustment to cost of sales.

This is based on the historical rate of return.

af) Government grants

Government grants are not recognised until there is

reasonable assurance that the Group will comply with the

conditions attaching to them and that the grants will be

received. Government grants are recognised in the Group

statement of comprehensive income on a systematic basis

over the periods in which the Group recognises an expense

for the related costs for which the grants are intended to

compensate. The income is directly offset against the

expense for the related costs for which the grants are

intended to compensate.

ag) Adjusting items

Adjusting items are disclosed separately in the Group

statement of comprehensive income and are applied to the

Statutory profit or loss before tax to arrive at the adjusted

result. This presentation is consistent with the way that

financial performance is measured by management and

reported internally and therefore is considered useful

additional financial information to the reader. In determining

whether events or transactions are treated as adjusting

items, management considers quantitative as well as

qualitative factors. Adjusting items are identified by

virtue of their size, nature or incidence.

Examples of charges or credits meeting the above

definition, and which have been presented as adjusting

items in the current and/or prior years, include:

• acquisitions/disposals of significant businesses

and investments;

• impact on deferred tax assets/liabilities for changes in

tax rates;

• business restructuring programmes;

• derecognition of deferred tax assets;

• asset impairment and onerous property related

contracts charges and reversals;

• the movement in the fair value of unrealised financial

derivatives; and

• IFRS 2 charge on Founder Share Plan.

Further information about the determination of adjusting

items in the financial year 2023 and reconciliations between

the statutory and performance measures are included in

notes 6 and 35.

ah) Impairment of financial assets

The Group recognises a loss allowance for expected credit

losses (ECL) on investments in debt instruments that are

measured at amortised cost or at fair value through other

comprehensive income (FVTOCI), trade receivables

and lease receivables, as well as on financial guaranteed

contracts. The amount of ECL is updated at each reporting

date to reflect changes in credit risk since initial recognition

of the respective financial instrument.

The Group always recognises lifetime ECL for trade

receivables and lease receivables. The ECL on these

financial assets are estimated using a provision matrix

based on the Group’s historical credit loss experience,

adjusted for factors that are specific to the debtors,

general economic conditions, and an assessment of both

the current as well as the forecast direction of conditions

at the reporting date.

For all other financial instruments, the Group recognises

lifetime ECL when there has been a significant increase in

credit risk since initial recognition. A significant increase in

credit risk is defined in note 33. However, if the credit risk on

the financial instrument has not increased significantly since

initial recognition, the Group measures the loss allowance

for that financial instrument at an amount equal to 12-month

ECL. Lifetime ECL represents the expected losses that will

result from all possible default events over the expected

life of a financial instrument. In contrast, 12-month ECL

represents the portion of lifetime ECL that is expected to

result from default events on a financial instrument that

are possible within 12 months after the reporting date.

In addition, the Company recognises a loss allowance for

expected credit losses (ECL) on amounts owed from fellow

group undertakings. The amount of ECL is updated at each

reporting date to reflect changes in credit risk since initial

recognition of the respective financial asset.

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139 Superdry plc Annual Report 2023

1. Principal accounting policies continued

ai) Climate change impact

Climate change is a global challenge and emerging risk to

businesses, people and the environment across the world.

Although commitments we have made to date form part

of the cashflow projections within our going concern and

impairment assessments, the impact of climate change

is not judged to have been a key driver in determining the

outcomes of these exercises and is therefore not currently

classified as a key source of estimation uncertainty. The

Group will continue to review this classification as the

assessment of the impacts, risk and opportunities presented

by climate change and the Group’s commitments to address

the challenges presented evolve over the coming years.

2. Critical accounting judgements and

key sources of estimation uncertainty in

applying accounting policies

The preparation of the financial statements requires

judgements, estimates and assumptions to be made that

affect the reported value of assets, liabilities, revenues, and

expenses. The nature of estimation and judgement means

that actual outcomes could differ from expectation.

Key sources of estimation uncertainty

Management consider that accounting estimates and

assumptions made in relation to the following items have a

significant risk of resulting in a material adjustment to the

carrying amounts of assets and liabilities within the next

financial period.

Medium-term financial plan

The Group’s store asset impairment review and assessment

for onerous property related contract provisions, the

goodwill impairment review and deferred tax recoverability

assessment, together with the impairment review of the

Company’s investments and intercompany receivables, are

all dependent on forecast future cash flows to assess value

in use and recoverability. As a basis for these assessments,

the Group prepare a medium-term financial plan, which

includes the Budget and future cash flows over a five-year

period. The plan has regard to historic performance,

knowledge of the current market and the impact of current

macroeconomic conditions, together with the Group’s views

on the achievable growth, all of which have been reviewed

and approved by the Board.

The medium-term plan approved by the Board includes

key assumptions and estimates for revenue growth, gross

margin and costs. The level of uncertainty in the Group

forecasts has been exacerbated by external factors such as

input price inflation and the squeeze on consumer budgets,

largely driven by rising inflation. The forecasts are also

dependent on the success of the brand reset.

The plan also includes assumptions on cost optimisation

and efficiency. As required within IAS36, future cash

flows or cost savings, derived from restructuring or future

expenditure on enhancements, cannot be included in the

impairment calculations unless committed by the end of

the financial year. The majority of cost savings recognised

within the plan arise from activities to improve operational

efficiency. Any cost reduction included in the plan that arise

from changes to the Group operating model are the result of

projects previously approved and initiated. The cash flow

forecasts used in the impairment assessments are subject

to the success of the cost optimisation programs initiated

and are in progress. The plan does not include the impact

of costs or benefits arising from future expenditure on

enhancements to the operating model.

The impact of changes to the medium-term plan on the

impairment reviews are reviewed below.

Store impairment estimates

Store assets (as with other financial and non-financial

assets) are subject to impairment based on whether current

or future events and circumstances suggest that their

recoverable amount may be less than their carrying value.

Recoverable amount is based on the higher of the value in

use and fair value less costs to dispose, although as all the

Group’s owned stores are leasehold, only value in use has

been considered in the impairment assessment. Value in use

is calculated from expected future cash flows using suitable

discount rates and including management assumptions

and estimates of future performance. An impairment charge

of £44.7m (2022: £24.2m) and an impairment reversal of

£3.7m (2022: £7.4m) were recognised in the period (net

impairment of £41.0m, 2022: £16.8m). The recoverable

amount for stores that are showing an impairment totals

£31.4m at the balance sheet date. Of this amount £28.5m

relates to ROU assets and £2.9m relates to PPE.

For impairment testing purposes, the Group has determined

that each store is a Cash Generating Unit (CGU). Each CGU

is tested for impairment if any indicators of impairment have

been identified. All 213 (2022: All 220) owned stores have

been tested for impairment in the current year.

The key estimates for the value in use calculations are those

regarding expected changes in future cash flows and the

allocation of central costs. The key assumptions used in

determining store cash flows are the growth in both sales

and gross margin set out in the medium-term plan, as well

as operational savings and cost efficiencies identified

across the Group and incorporated into forecast cash flows.

The value in use of each CGU is calculated based on the

Group’s Board approved medium-term financial plan.

The medium-term financial plan is prepared and has

been attributed to individual stores based on their historic

performance. Store revenues in the medium-term financial

plan for each CGU are planned at a LFL% between –5% –

0% reflecting continued channel shift to ecommerce and

continued lower footfall on the high street. Margin is

expected to improve by between 0.3% – 1% in each year

of the plan as a result of range refinement, discount stance

and deflation of supply costs. Long term store revenue

growth rates outside of the scope of the plan are at 0% LFL.

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2. Critical accounting judgements and

key sources of estimation uncertainty in

applying accounting policies continued

Cash flows beyond this five-year period as set out in the

medium-term financial plan are extrapolated using long-

term growth rates that are indicative of country-specific

rates. The cash flows are discounted using the appropriate

discount rate. The cash flows are modelled for each store

through to their lease expiry date. Lease extensions have

only been assumed in the modelling where they have been

agreed with landlords.

Central costs are attributed to store CGUs where they

can be allocated on a reasonable and consistent basis,

and assumptions are required to determine the basis for

allocation. In addition to directly attributable store costs,

other relevant operating costs have been attributed to store

CGUs on a reasonable and consistent basis where possible,

which include certain distribution, IT, HR and marketing

expenses, totalling 10-15% of the overall annual cost base.

Costs are expected to grow between 0% and 5% in each

year of the plan – reflecting inflation countered by the

Group’s cost out programme. Cost not included in the

store asset impairment assessment are; those specifically

associated to the ecommerce and wholesale channels,

corporate overheads and other central costs that cannot

be allocated on a reasonable and consistent basis. Costs

outside of the scope of the medium-term plan are assumed

to grow at a rate of 2% per annum.

Management estimates discount rates using pre-tax rates

that reflect the current market assessment of the time value

of money and the risks specific to the CGUs. The pre-tax

discount rates range from 13.2% to 19.8% (2022: 11.35%

to 17.7%) and are derived from the Group’s post-tax WACC

range of 11.9% to 16.7% (2022: 11.1% to 13.8%). A 500bps

change in the discount rates would result in a £2.1m

increase or £2.4m decrease in the net impairment.

During the year, the Group has recognised an impairment

charge of £4.0m and an impairment reversal of £0.6m,

giving a net impairment charge of £3.4m (2022: charge

£4.0m / reversal £1.6m = net £2.4m) relating to property,

plant and equipment. An impairment reversal has been

recognised of £1.1m in relation to intangible assets. An

impairment charge £40.7m and impairment reversal £3.1m,

giving a net impairment charge of £37.6m (2022: charge

£20.2m / reversal £5.8m = net £14.4m) has been recognised

relating to right-of-use assets. These impairment charges

have been recognised as part of adjusting items within

selling, general and administrative expenses. The total

carrying value after the impairment assessment of property,

plant and equipment is £16.3m (note 18), right-of-use assets

is £48.5m (note 30) and intangible assets is £42.8m (note 19).

Attributing Ecommerce sales and costs to stores

Judgement is required to determine whether Ecommerce

sales (and associated costs) could be attributed to stores

for the purposes of impairment testing when calculating the

value in use of each store CGU. The basis of such attribution

is considered difficult to determine, due to insufficient

evidence to reliably estimate. For this reason, Ecommerce

sales attributable to stores have not been calculated.

Store impairment judgements

Store assets (as with other financial and non-financial assets)

are subject to impairment based on whether current or future

events and circumstances suggest that their recoverable

amount may be less than their carrying value. The impairment

review involves critical accounting judgements, in addition

to the significant estimates discussed above.

Judgement is required in determining which central costs

are directly involved in the store operations and therefore

should be apportioned to each store CGU. Central costs are

attributed to store CGUs where they can be allocated on a

reasonable and consistent basis.

Judgement is also involved in defining the lease term used

in the store impairment calculations. Lease extensions have

only been assumed in the modelling where they have been

agreed with landlords.

See note 6 for further details.

Sensitivity analysis

The Group has carried out a sensitivity analysis on

the impairment tests for its owned store portfolio on an

aggregated basis for property, plant and equipment, right-

of-use assets and intangibles, using various reasonably

possible scenarios based on recent market movements

including discount rates and a change to the sales and

margin assumptions in the medium-term financial plan:

• An increase of 200bps in the gross margin rate in all years

for each territory would decrease net impairment by £5.0m

• A decrease of 200bps in the gross margin rate in all years

for each territory would increase net impairment by £4.9m

• An increase of 10% in the year 1 sales growth for each

territory would decrease net impairment by £4.7m

• A decrease of 10% in the year 1 sales growth for each

territory would increase net impairment by £4.7m

• A 15% change in the central costs being allocated to the

store CGUs would increase net impairment by £1.9m

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2. Critical accounting judgements and

key sources of estimation uncertainty in

applying accounting policies continued

Onerous property related contracts provisions

Management has also assessed whether impaired and

unprofitable stores require an onerous provision for the

property related contracts. An onerous property related

contracts provision is recognised when the Group believes

that the unavoidable costs of meeting or exiting the

property related obligations exceed the benefits expected

to be received under the lease. The property related

contracts relate primarily to service charges.

The calculation of the net present value of future cash flows

is based on the same assumptions for growth rates and

expected changes to future cash flows as set out above

for store impairments, discounted at the appropriate risk

adjusted rate. The costs of exiting property related contracts

as set out in the lease agreement, either at the end of the

lease or the lease break date (whichever is shorter), have

been considered in the calculation.

Based on the factors set out above, the Group has

reassessed the onerous property related contract provision

as being £8.0m (2022: £8.4m). This value is after a net

£0.2m provision release on exited stores, credited to the

Group statement of comprehensive income (2022: £1.0m

provision release on exited stores). The provision is also

stated after utilisation of the brought forward provision of

£2.8m (2022: £4.3m). The charge recognised in respect of

the net increase to the onerous lease provision is £2.3m

(2022: £1.5m), which is required to increase the provision to

£8.0m, based on the outcome of the year end assessment.

The onerous property related contracts provision charge of

£2.3m has been recognised within adjusting items within

selling, general and administrative expenses. Further

significant costs (or credits) may be recorded in future

years dependent on the Group’s trading performance.

A 500bps increase/decrease in the risk-free rates would

result in a £1.0m increase or £1.1m decrease in the onerous

lease provision.

The Group has performed sensitivity analysis on the onerous

property related contract provisions using reasonably

possible scenarios based on recent market movements,

consistent with those sensitivities disclosed above in the

‘store impairment’ section:

• An increase of 200bps in the margin rate in all years

for each territory would decrease the onerous property

related contracts charge by £1.4m

• A decrease of 200bps in the margin rate in all years for

each territory would increase the onerous property

related contracts charge by £0.7m

• An increase of 10% in year 1 sales growth for each

territory would decrease the onerous property related

contracts charge by £1.6m

• A decrease of 10% in year 1 sales growth for each territory

would increase the onerous property related contracts

charge by £1.5m

Impairment of Superdry Plc’s investment in

subsidiaries and receivable balances from

group companies

Under IAS 36, an impairment review is performed in respect

of Superdry Plc’s investment in subsidiaries, whenever an

indicator of impairment has been identified. The reduction

in the Group’s market capitalisation as of the reporting

date has been considered an indicator of impairment and an

impairment review performed accordingly. The impairment

review of Superdry Plc’s investment in subsidiaries has been

performed using the same assumptions for growth rates

and expected changes to future cash flows as set out above

for store impairments. The Group’s medium-term plan is

used as the basis for determining the enterprise value of

each subsidiary within the Group. Certain assumptions have

been applied in the allocation of future forecast Group cash

flows between the individual subsidiaries of Superdry Plc.

These allocations have been based upon the current mix of

cash flows within the Group. The enterprise value for each

subsidiary has been adjusted for net debt to determine

each subsidiary’s equity value. The cash, overdraft and

intercompany position of each subsidiary at the reporting

date has been used to determine the net debt. An impairment

has been recorded wherever the carrying value of the

investment in the subsidiary exceeds the equity value.

As a result of the impairment review, an impairment charge

of £67.2m was identified in respect of a number of the

individual subsidiaries, including charges against the

investments in DKH Ltd of £59.6m, Superdry Germany

GmbH an impairment charge of £3.7m, Superdry Retail

Denmark A/S a charge of £3.2m and C-Retail Ltd a charge

of £0.7m. These impairment charges have mainly arisen due

to a reduction in revenue in the medium-term plan for the

wholesale and stores streams in each country, with DKH

also operating as guarantor in a limited risk distribution

model for other Group companies. The recoverable amount

for the investments that are showing an impairment total

£95.1m at the balance sheet date.

The Company has performed sensitivity analysis on the

impairment review using reasonably possible scenarios

based on recent market movements including discount ates

and changes to sales assumptions in the medium-term

financial plan. The investment in DKH Retail Ltd is particularly

sensitive to any changes to the group-wide forecasts due

to the transfer pricing policy applied by the Group, under

which many subsidiaries operate as limited risk distributors.

As a result of the transfer pricing policy DKH Retail Ltd

is exposed to both upside and downside in the group-wide

performance.

• An increase/decrease of 5% in group-wide sales for

each territory in all years would decrease/increase the

investment impairment by reversal of £24.9m and charge

of £96.4m respectively.

• An increase/decrease of 100bps in the discount rates

applied would increase/decrease the investment

impairment by charge £79.3m and charge of

£62.7m respectively.

Further details are included in note 20.

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2. Critical accounting judgements and

key sources of estimation uncertainty in

applying accounting policies continued

The Company has undertaken an assessment of the

recoverability of receivable balances from Group companies.

Under the requirements of IFRS9, the Company adopts the

expected forward-looking credit loss model. The models

review the potential for each entity across the Group to

repay their loans at the balance sheet date and across the

medium-term plan, in order to assign a level of recoverability

for all Company debtor balances. The review requires

assessment of the full Group intercompany debtor matrix to

ensure account is taken of all downstream debtor balances.

The Company has also undertaken a number of scenarios

on the medium-term plan, allocating probability weightings

to each scenario, to arrive at an overall estimated outcome

of debtor recoverability.

Further details are provided in note 21 and note 24.

Valuation of Goodwill

Goodwill of £21.6m is split between the Group’s operating

segments as £14.4m (2022: £13.8m) for Wholesale, £4.5m

(2022: £4.4m) for Ecommerce and £2.7m (2022: £2.5m)

for Stores.

An impairment test is undertaken at a segmental level each

year to compare the carrying value of assets of a business

or cash generating unit (CGU) including goodwill to their

recoverable amount. The recoverable amount is estimated

based on using a value in use model using discounted cash

flows derived from the medium-term plan, which includes

extensions to leases for profitable stores through the plan,

and which is extended out to 10 years based on long term

growth rates and adjusting for working capital.

The present values of the future cash flows of the

Ecommerce and Wholesale CGUs are significant and

are not sensitive to changes in the assumptions. The

recoverable amount of the stores CGU is £75.3m, with

headroom of £16.6m. As a result, the Stores goodwill is

sensitive to changes to the key assumptions. A 1.9% fall in

sales across the medium-term plan, a 1.3ppt drop in average

Gross Margin and a 5.4% increase in the discount rate

would result in the carrying value being equal to the

recoverable amount.

Further details are included in note 19.

Key Judgements

Management consider that judgements made in the process

of applying the Group’s accounting policies that could have

a significant effect on the amounts recognised in the Group

financial statements are as follows:

Going concern

The financial statements continue to be prepared on

the going concern basis. This conclusion is based on

the Group’s current forecasts, sensitivities and mitigating

actions available to management, having regard to the risks

and uncertainties to which the Group is exposed including

the material uncertainty detailed in Note 1. The Group

directors have a reasonable expectation that the Group has

adequate resources to continue in operational existence

for the foreseeable future, and operate within its borrowing

facilities and covenants for the period 12 months from date

of signature.

See note 1 for more details.

Inventory provision

Provision is made for stock items where the net realisable

value is estimated to be lower than cost. Net realisable

value is based on the age and season of the stock held and

calculated using the Group’s historical sales experience and

assumptions regarding future selling prices. The provision

for aged inventory is calculated by providing on a graduated

basis for stock over 3 years old. Management also provides

against specific stock balances which are deemed slow-

moving or which may be sold at a loss through clearance.

The estimation uncertainty relates to the total provision of

£3.8m (2022: £6.1m). A reasonably possible outcome for the

stock provision would be an increase of £2.6m to £6.4m, if

the aged stock provision percentages are accelerated by

a year.

Recoverability of trade debtors

The impairment of trade and other receivables is based on

management’s estimate of the ECL. These are calculated

using the Group’s historical credit loss experience, with

adjustments for general economic conditions and an

assessment of conditions at the reporting date. The

estimation uncertainty relates to the allowance for

expected credit losses of £6.0m (2022: £4.7m) which

includes a specific provision and an ECL provision.

The specific provision of £4.2m (2022: £3.2m) is calculated

for higher risk trade receivables. This provision is calculated

based on a specific review of the exposure to each customer,

net of credit enhancements and taking into consideration

their payment history. There is a range of possible outcomes

for the specific provision; an indication of the maximum

possible exposure is that the specific provision of £4.2m

(2022: £3.2m) covers gross debtors of £11.7m (2022: £7.1m).

The ECL provision of £1.8m (2022: £1.5m) is calculated for

the aggregated remaining debtors profiled by country, net

of credit enhancements, and assuming country-specific

default rates. The country-specific default rates were

prepared using the Group’s historic loss experience in

the relevant country, which has also been adjusted for

forward-looking information. A range of reasonably

possible outcomes for the ECL provision, is £320k–£2.8m.

The higher-end of the range assumes a four-fold level of

credit risk for each country at the reporting date, compared

to average historic loss experience.

See notes 24 and 33 for further details.

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2. Critical accounting judgements and

key sources of estimation uncertainty in

applying accounting policies continued

Foreign exchange translation on

intragroup balances

Foreign exchange gains/losses on intragroup balances

denominated in currencies other than sterling are

recognised in profit and loss. Judgement is required in

determining whether the intragroup balances represent a

net investment in foreign operations. Where the intragroup

balances are considered a net investment in foreign

operations, the exchange gain/loss is recognised in other

comprehensive income. During FY23 the conclusion has

been reached that intercompany loans from the UK to our

US subsidiaries would qualify as net investment in foreign

operations, on the basis that it is considered unlikely the

loans will be repaid with the foreseeable future. As a result,

exchange gains and losses arising subsequent to this

decision will be recognised in other comprehensive

income. Trading balances with the US and other intragroup

balances to other group companies do not represent a

net investment in foreign operations. This is on the basis

that it is management’s intention to settle other foreign

denominated intragroup balances in the foreseeable future.

Under the Group’s transfer pricing policy, foreign

subsidiaries are guaranteed a set profit margin (as limited

risk distributors). Management’s intention is to use future

profits generated by foreign subsidiaries to settle foreign

denominated intragroup balances. Accordingly gains/losses

on all other foreign denominated intragroup balances are

recognised in profit and loss.

Adjusting items

Judgements are required as to whether items are

disclosed as adjusting items, with consideration given to

both quantitative and qualitative factors. Adjusting items are

identified by virtue of their size, nature or incidence. Further

information about the determination of adjusting items in

financial year 2023 is in note 6 and 35.

Deferred Tax Asset

Deferred tax assets are recognised on balance sheet

temporary differences to the extent that it is considered

probable that they will reverse against taxable profits in

future periods. The forecasting of suitable profits against

which to offset these temporary differences involve critical

accounting judgements and significant estimates.

Given recent trading performance and the environment in

which the Group continues to operate, the Group have

assessed deferred tax assets to the extent deferred tax

assets can be offset by deferred tax liabilities.

The forecasting for deferred tax asset recognition purposes

takes into account the current transfer pricing operating

model and has been adjusted to take into account local tax

laws which impact the reversal of underlying temporary

differences, most materially, restrictions on the rate at

which brought forward tax losses may be offset against

current period profits in each jurisdiction.

Deferred tax assets have been calculated in respect of

individual companies to the extent deferred tax assets may

be offset against deferred tax liabilities in those subsidiaries.

In prior years, the Group used forecasts for a 10-year period

to determine recoverability of deferred tax assets arising on

tax losses. As a result of the revision to the Group’s outlook

and material uncertainty, a significant reduction in the

quantum of recognised deferred tax assets has arisen,

reducing the net deferred tax asset to £nil (2022: £66.3m),

as set out in note 22 to these financial statements.

3. New accounting pronouncements

The accounting policies set out have been applied

consistently throughout the Group and to all years

presented in these consolidated accounts except if

mentioned otherwise. The Group adopted the following

amendments to IFRS for the financial year 2023, none of

which had a material impact:

• Annual Improvements to IFRS Standards 2018-2020 Cycle.

• Reference to the Conceptual Framework (Amendments

to IFRS3)

• Property, Plant and Equipment — Proceeds before

Intended Use (Amendments to IAS 16)

• Onerous Contracts — Cost of Fulfilling a Contract

(Amendments to IAS 37)

New accounting standards in issue but not

yet effective.

At the date of authorisation of these financial statements,

the Group has not applied the following new and revised

IFRS Standards that have been issued but are not

yet effective:

• IFRS 17 Insurance Contracts;

• Amendment to IAS 8 ‘Definition of Accounting Estimates’;

• Amendment to IAS 12 ‘Deferred Tax related to Assets and

Liabilities arising from a Single Transaction’.

• IFRS 10 and IAS 28 (amendments): Sale or Contribution

of Assets between an Investor and its Associate or

Joint Venture;

• Amendments to IAS 1: Classification of Liabilities as

Current or Non-current; Non-current Liabilities and

Covenants; Disclosure of Accounting Policies;

• Statement 2 – Disclosure of accounting policies; and

• Amendments to IFRS 16 ‘Lease Liability in a Sale

and Leaseback’

These amendments have been endorsed by the UK

Endorsement Board. The Group’s financial reporting will be

presented in accordance with the above new standards for

future accounting periods as required. The application of

these new standards and amendments is not expected

to have a material impact on the Group.

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4. Segment information

Revenue is generated from the same products (clothing and accessories) in all segments; the reporting of segments is

based on how these sales are generated. The accounting policies of the reportable segments are the same as the Group’s

accounting policies described in note 1. Gross profit is the measure reported to the Group’s CODM for the purpose of resource

allocation and assessment of segment performance. The Group derives its revenue from contracts with customers for the

transfer of goods and services being recognised at a point in time.

Segmental information for the business segments of the Group for financial years 2023 and 2022 is set out below. The ‘Retail’

subtotal of the ‘Stores’ and ‘Ecommerce’ segments presented below is considered useful additional information to the reader.

Stores

2023

£m

Ecommerce

2023

£m

Retail

subtotal

2023

£m

Wholesale

2023

£m

Central costs

2023

£m

Group

2023

£m

Total segment revenue 262.0 178.0 440.0 417.6 – 857.6

Less: inter-segment revenue – – – (235.1) – (235.1)

Revenue from external customers 262.0 178.0 440.0 182.5 – 622.5

Gross profit 170.2 100.9 271.1 57.3 – 328.4

(Loss)/Profit before tax (37.4) 19.5 (60.6) (78.5)

The segment measure of profit required to be presented under IFRS 8 Segments is gross profit. Profit/(loss) before tax has

been presented as an additional profit measure which is considered to provide useful information to the reader. Certain costs

have not been allocated between the Stores and Ecommerce segments. Both the current and prior year there is no single

customer that comprises in excess 10% of the turnover balance.

The following additional information is considered useful to the reader:

Adjusted

2023

£m

Adjusting

items

£m

Reported

2023

£m

Revenue

Retail 440.0 – 440.0

Wholesale 182.5 – 182.5

Total revenue 622.5 – 622.5

Operating profit/(loss)

Retail 19.4 (51.9) (32.5)

Wholesale 21.3 (1.8) 19.5

Central costs (54.0) (3.1) (57.1)

Total operating loss (13.3) (56.8) (70.1)

Net finance expense – Central costs (3.5) – (3.5)

Net finance expense – Retail (4.9) – (4.9)

Loss before tax (21.7) (56.8) (78.5)

Retail 14.5 (51.9) (37.4)

Wholesale 21.3 (1.8) 19.5

Central costs (57.5) (3.1) (60.6)

Total loss before tax (21.7) (56.8) (78.5)

* Adjusted is defined as reported results before adjusting items and is further explained in note 35.

The net impairment losses and reversals on store assets and onerous property related contract charges amount to £43.3m,

charge of £47.0m and reversal of £3.7m (2022: charge of £25.6m/reversal £7.3m = net of £18.3m) and all relate to the Retail

segment.

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4. Segment information continued

Stores

2022

£m

Restated*

Ecommerce

2022

£m

Restated*

Retail

subtotal

2022

£m

Wholesale

2022

£m

Restated

Central costs

2022

£m

Restated*

Group

2022

£m

Total segment revenue 228.4 155.7 384.1 393.6 – 777.7

Less: inter-segment revenue – – – (168.1) – (168.1)

Revenue from external customers 228.4 155.7 384.1 225.5 – 609.6

Gross profit 161.9 97.8 259.7 81.7 – 341.4

Profit/(loss) before tax 25.6 52.4 (60.4) 17.6

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

The following additional information is considered useful to the reader:

Restated**

Adjusted*

2022

£m

Adjusting

items

£m

Restated**

Reported

2022

£m

Revenue

Retail 384.1 – 384.1

Wholesale 225.5 – 225.5

Total revenue 609.6 – 609.6

Operating profit/(loss)

Retail 38.4 (7.9) 30.5

Wholesale 49.1 3.3 52.4

Central costs (57.9) 0.6 (57.3)

Total operating profit/(loss) 29.6 (4.0) 25.6

Net finance expense – Central costs (3.0) – (3.0)

Net finance expense – Retail (5.0) – (5.0)

Profit/(loss) before tax 21.6 (4.0) 17.6

Retail 33.5 (7.9) 25.6

Wholesale 49.1 3.3 52.4

Central costs (61.0) 0.6 (60.4)

Total profit/(loss) before tax 21.6 (4.0) 17.6

* Adjusted is defined as reported results before adjusting items and is further explained in note 35.

** The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Revenue from external customers in the UK and the total revenue from external customers from other countries are:

Group

2023

£m

2022

£m

External revenue – UK 247.9 224.1

External revenue – Europe 285.5 294.3

External revenue – Rest of World 89.1 91.2

Total external revenue 622.5 609.6

The total of non-current assets, other than deferred tax assets, located in the UK is £63.5m (2022: £69.6m), and the total

of non-current assets located in other countries is £44.1m (2022: £77.4m). Balance sheet by segment is not prepared or

reviewed on a regular basis.

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5. Selling, general and administrative expenses

Group

2023

£m

Restated**

2022

£m

Staff costs (note 7) 100.4 95.5

Short-term and variable rent payments net of lease incentives and waivers 0.7 3.7

Depreciation and amortisation 55.8 48.7

Store impairment charges of property, plant and equipment and right-of-use assets 44.7 24.2

Store impairment reversals of property, plant and equipment and right-of-use assets (3.7) (7.4)

Restructuring, strategic change and other costs 3.1 –

IFRS 16 Covid-19 rent concessions (0.7) (3.7)

Onerous property related contracts charge 2.3 1.5

Other (including logistics costs, marketing, rates and service charges)* 216.5 197.8

Total selling, general and administrative expenses 419.1 360.3

* During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from selling,

general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects selling, general and

administrative expenses. Prior financial year comparatives have been restated to align to the current financial year approach.

** The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Government grants for furlough support are netted off against staff costs, see note 36.

6. Adjusting items

The below adjustments are disclosed separately in the Group statement of comprehensive income and are applied to the

reported (loss)/profit before tax to arrive at the adjusted profit before tax. Further information about the determination of

adjusting items in financial year 2023 is included in note 35.

Group

2023

£m

2022

£m

Adjusting items

Unrealised (loss)/gain on financial derivatives (10.4) 13.7

Store asset impairment and onerous property related contracts provision charge (47.0) (25.6)

Store asset impairment and onerous property related contracts provision reversal 3.7 7.3

Restructuring, strategic change and other costs (3.1) –

IFRS 2 charge on Founder Share Plan (note 9) – 0.6

Total adjusting items charge (56.8) (4.0)

Taxation

Deferred tax on adjusting items (note 14) – (3.0)

Total taxation – (3.0)

Total adjusting items after tax (56.8) (7.0)

Adjusting items before tax in the period totalled a net charge of £56.8m in the year (2022: £4.0m).

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147 Superdry plc Annual Report 2023

6. Adjusting items continued

Store asset impairment charges and reversals and onerous property related contracts provision

Comprehensive reviews have been performed in both the current and prior reporting periods across the owned store portfolio

to identify any stores which were either unprofitable, or where the anticipated future performance would not support the

carrying value of assets.

An impairment review has also been performed as of 29 April 2023. The Group continues to experience a challenging

trading environment, largely due to the ongoing cost of living crisis and the current macroeconomic climate and challenges.

As a result of the current year impairment review, a charge to the Group statement of comprehensive income for non-cash

impairments of £44.7m was recognised, affecting 132 stores. Additionally, a non-cash credit of £3.7m was recognised in the

Group statement of comprehensive income for the reversal of impairments recognised in previous periods. This impairment

reversal affected 39 stores and is due to CGU NPV improving YoY due to improved expected revenue performance, or lower

costs as a result of management cost out initiatives. The total net impairment of £41.0m affects property, plant and equipment

and right-of-use assets. A significant level of estimation and judgement has been used to determine the charges and

reversals, for which further disclosure and sensitivities can be found in note 2 on pages 139-141.

A reassessment was also performed on the onerous property related contracts provision, resulting in a charge of £2.3m,

affecting 41 stores. A significant level of estimation has been used to determine the charges to be recognised, for which

further disclosure and sensitivities can be found in note 2 on pages 139-141.

In the prior year, a store asset impairment review was performed in the context of the COVID-19 pandemic on

trading performance across the store portfolio. As a result of the prior year review, a charge to the Group statement of

comprehensive income for non-cash impairments of £24.2m was recognised, affecting 102 stores. Additionally, a non-cash

credit of £7.4m was recognised in the Group statement of comprehensive income for the reversal of impairments that were

recognised in previous periods. This impairment reversal affected 71 stores. The total net impairment of £16.8m affects

property, plant and equipment and right-of-use assets. A reassessment was also performed on the onerous property

related contracts provision, resulting in a charge of £1.5m, affecting approximately 39 stores.

Restructuring, strategic change and other costs

Adjusting items in 2023 included £3.1m from the restructuring programme announced in the FY23. This restructuring included

redundancies in order to make the Group fit for the future. The Directors considered these to be adjusting items due to their

one-off nature. In the prior year, no further restructuring expense has been charged.

Unrealised (loss)/ gain on financial derivatives

A £10.4m charge has been recognised within adjusting items in respect of the fair value movement in financial derivatives

(2022: £13.7m gain), which has been driven primarily by the relative weakness of Sterling against the US Dollar at the year-

end, and its impact on forward currency contracts, buying US Dollar with Sterling.

IFRS 2 charge on Founder Share Plan

In the prior year a credit of £0.6m was recognised in respect of the Founder Share Plan (see notes 9 and 35 for further details).

No further credit was recognised in the current financial year, as the scheme ended on 31 January 2022.

Tax on adjusting items

The net tax charge on adjusting items totals £nil (2022: £3.0m). An adjusting tax charge of £nil (2022: credit of £0.5m) arises

as a result of provisions for onerous leases and impairments to property, plant and equipment at the balance sheet date, and

an adjusting tax charge of £nil (2022: £3.4m) arises in connection with movements on the derivative contracts and an updated

onerous lease review.

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148 Superdry plc Annual Report 2023

7. Employee expense

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Wages and salaries 86.0 82.2 13.7 16.4

Social security costs 10.3 9.1 2.1 1.0

Share awards charge (Exc. FSP) 1.4 1.9 0.7 0.6

Pension costs – defined contribution scheme 2.7 2.3 0.6 0.5

Total employee expense 100.4 95.5 17.1 18.5

Details of the share-based compensation plans are detailed under notes 8 and 9.

The total employee expense figures are net of furlough income received, per note 36.

The closing pension creditor for the Group is £0.4m (2022: £0.4m).

The average monthly number of full-time equivalent employees, including Directors on a service contract, are as follows:

Group Company

2023

No.

2022

No.

2023

No.

2022

No.

Administration 649 665 212 208

Retail 1,930 1,844 57 52

Total average headcount 2,579 2,509 269 260

Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 85-104.

Remuneration of key members of management, who are the Non-Executive Directors, Executive Directors, Chief Marketing

Officer, Chief Operating Officer, Chief Technology Officer, Group General Counsel & Company Secretary, Group People

Director, Group Retail Director, Global Sourcing and Sustainability Director, recorded in the Group statement of

comprehensive income, is as follows:

Group

2023

£m

2022

£m

Short-term employee benefits 3.5 4.1

Post-employment benefits 0.1 0.1

Share-based payments 0.5 0.4

Total remuneration of Key Management Personnel 4.1 4.6

The total amounts for Directors’ remuneration in accordance with Schedule 8 to the Accounting Regulations were as follows:

Group

2023

£m

2022

£m

Short-term employee benefits 1.5 1.5

Share-based payments – –

Money purchase pension contributions 0.1 –

Total aggregate Directors’ remuneration 1.6 1.5

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8. Share-based Long-Term Incentive Plans (LTIP)

Share awards are granted to employees in the form of equity-settled awards and cash-settled awards.

Performance Share Plan

The award of shares is made under the Superdry Performance Share Plan (PSP). Shares have no value to the participant at

the grant date, but subject to the conditions of the specific scheme can convert and give participants the right to be granted

nil-cost shares at the end of the performance period.

The vesting period of these schemes is between two and three years. Share awards will also expire if the employee leaves the

Group prior to the exercise or vesting date subject to the discretionary powers of the Remuneration Committee.

The movement in the number of these share awards outstanding is as follows:

Group and Company

2023

Number of

2023

Weighted

average

exercise

price

2022

Number of

2022

Weighted

average

exercise

price

At start of the period 2,902,027 – 2,818,698 –

Granted 2,176,827 – 1,260,745 –

Forfeited (563,914) – (1,061,621) –

Cancelled (525,088) – (115,795) –

Total number of outstanding share awards at end of the period 3,989,852 – 2,902,027 –

None of the share awards were exercisable at the period end date (2022: nil). No options expired during the periods covered

by the above table.

The terms and conditions of the award of shares awarded under the PSP are as follows:

Group and Company

Grant date Type of award

Number of

Vesting

period

Fair

value/share

October 2020 Restricted share award 1,491,157 3 years 1.75

October 2021 Restricted share award 907,674 3 years 2.56

October 2021 Restricted share award 353,071 2 years 2.56

October 2022 Restricted share award 1,560,019 3 years 1.25

October 2022 Restricted share award 616,808 2 years 1.25

In 2021, the Company changed the award mechanism under the PSP from a scheme with market-based vesting criteria to

a Restricted Share Awards (RSA) plan with no performance or market-based vesting criteria attached. The shares granted

during the year are restricted share-based conditional awards. The fair value of the shares awarded at the grant date during

the year is £2.7m (2022: £3.2m), determined using the modified grant-date method. The weighted average value of each

award granted in the year was £1.25, which reflects the share price on the date the awards were granted. Shares awarded

in previous years, which are still within their vesting period, contain market-based vesting criteria such as diluted earnings

per share and total shareholder return performance targets. The fair value of these awards was determined at the grant

date using a Black-Scholes pricing model.

A charge of £1.6m (2022: £1.5m) has been recorded in the Group statement of comprehensive income during the year for

schemes under the PSP.

No share options were exercised during the period. The options outstanding at 29 April 2023 had a weighted average

remaining contractual life of 18 months (2022: 17 months); these shares have an exercise price of £nil (2022: £nil).

The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of

non-transferability, exercise restrictions, and behavioural considerations.

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8. Share-based Long-Term Incentive Plans (LTIP) continued

Cash-based conditional awards

Cash-settled share-based payments were granted in the year under the PSP. These are equivalent to the RSAs granted

during the year, but are to be settled through cash, rather than shares.

These awards have no value to the participant at the grant date, but subject to the conditions of the specific scheme can

convert and give participants the right to a cash settlement at the end of the performance period.

The vesting period of these schemes is two years. Cash-settled share awards will also expire if the employee leaves the

Group prior to the exercise or vesting date subject to the discretionary powers of the Remuneration Committee.

The terms and conditions of the award of cash-settled shares awarded under the PSP are as follows:

Group and Company

Grant date Type of award

Number of

Vesting

period

Fair value at

grant date

Fair value at

reporting date

October 2021 Cash-settled restricted share award 151,430 2 years 2.56 0.86

October 2022 Cash-settled restricted share award 234,454 2 years 1.25 0.86

The movement in the number of share awards outstanding is as follows:

Group and Company

2023

Number of

2022

Number of

At start of the period 330,571 261,158

Granted 234,454 151,430

Exercised (132,192) –

Forfeited (101,925) (82,017)

Total number of outstanding share awards at end of the period 330,908 330,571

One of the share awards was exercisable at the period end date (2022: nil).

The shares granted during the year are restricted share-based conditional awards. The terms and conditions of the award

specify that the fair value at the end of the performance period will be the lower of fair value on that date or a cap of twice

the grant price.

The fair value of the shares awarded at the grant date during the year was £0.5m (2022: £0.5m) and has been remeasured

to £0.1m (2022: £0.3m) at the reporting date. The fair value of the award is determined at the modified grant date and is

remeasured at each subsequent reporting period. The shares granted during the year did not contain any market-based

vesting criteria.

A charge of £nil (2022: £0.1m) has been recorded in the Group statement of comprehensive income during the year for

cash-settled schemes under the PSP.

Save As You Earn

A Save As You Earn scheme is operated by the Group. A charge of £nil (2022: £0.1m) has been recorded in the Group

statement of comprehensive income during the year.

Buy As You Earn

A Buy As You Earn scheme is operated by the Group which commenced in August 2016. In the year 62,744 shares (2022:

24,311 shares) have been purchased under the scheme. The charge to the Group statement of comprehensive income is

immaterial and therefore has not been accounted for.

Other schemes

Share options were issued in the current and prior years as part of recruitment packages for certain members of senior

management. These options are subject to leavers’ provisions and the exercise period is up to two years. The charge

to the Group statement of comprehensive income in financial year 2023 for these awards is £0.1m (2022: £0.2m).

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9. Founder Share Plan

On 12 September 2017, the Founders of Superdry (the Founders), Julian Dunkerton and James Holder, announced the launch

of a long-term incentive scheme, the Founder Share Plan (FSP) under which they agreed to share increases in their wealth

with employees of the Group. The Founders had agreed to transfer into a fund 20% of their gain from any increase in

the Group’s share price over a threshold of £18.

The measurement period for the FSP ran from 1 October 2017 to 30 September 2020, and as such the measurement period

for the market-based vesting criteria expired in FY21.

The gain to be transferred into the fund was to be calculated using the market value of the shares, calculated as the average

price of a Superdry plc share over the 20 dealing days prior to the maturity date (30 September 2020). When calculated, the

market value of the shares on maturity did not meet the minimum threshold of £18 and therefore the FSP scheme did not meet

the vesting criteria.

IFRS 2 stipulates that there is no adjustment to the Group’s statement of comprehensive income where the scheme does not

vest due to a market-based condition, and so there is no adjustment required to recognise that the scheme will not vest.

The vesting period for the awards differed depending on the seniority of the colleagues in question. To be eligible for the

award, employees needed to remain in employment on the vesting date, details of which were as follows:

Share-settled element – Senior management

• 50% – 31 January 2021

• 50% – 31 January 2022

Cash and share-settled elements – All other colleagues

• 50% – 31 January 2021

• 50% – 31 July 2021

In accordance with IFRS 2 the FSP scheme has been accounted for as an equity-settled share-based payment scheme.

The fair value of the award is determined using a Monte Carlo pricing model.

The share-based payment charge associated with the FSP has accrued over five financial periods in line with the original

vesting period, up until financial year 2022.

A credit of £nil (2022: £0.6m) has been recorded in the Group statement of comprehensive income during the year.

The number of share awards granted in the period is nil. The scheme ended in January 2022.

10. Auditor remuneration

During the financial year, the Group carried out a tender for the external audit following RSM UK Group LLP (RSM) were

appointed as auditor in place of Deloitte LLP (Deloitte). Accordingly, the figures for auditor’s remuneration below relate to

RSM 2023 and Deloitte for 2022. The Group obtained the following services from the Company’s auditor as detailed below:

Group

2023

£m

2022

£m

Audit services

Fees payable to the Company’s auditor for the audit of the Company and the consolidated

financial statements 2.5 3.0

The audit of the Company’s subsidiaries pursuant to legislation* 0.3 0.3

Total audit fees payable to the Company’s auditor and its associates 2.8 3.3

Fees payable to the Company’s auditor and its associates for other services:

Audit related assurance services – interim review 0.1 –

Total fees payable to the Company’s auditors and its associates for other services 0.1 –

Total auditor’s remuneration 2.9 3.3

* Fees payable for audit of the Company’s subsidiaries pursuant to legislation includes £95,000 which were paid to Deloitte LLP in FY23.

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152 Superdry plc Annual Report 2023

11. Other gains and losses (net)

Group

2023

£m

Restated**

2022

£m

Realised gains on foreign exchange contracts 10.6 3.7

Unrealised gains on foreign exchange 1.4 8.3

Net gains on foreign exchange excluding unrealised fair value (loss)/gain on foreign exchange

forward contracts*

12.0 12.0

Unrealised fair value (loss)/gain on foreign exchange forward contracts (10.4) 13.7

Royalty income 6.7 7.2

Lease modifications and terminations 13.1 16.8

Lease termination: Settlement Fee – (8.1)

Other income 0.9 1.1

Total other gains and losses 22.3 42.7

* During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from selling,

general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects selling, general and

administrative expenses. Prior financial year comparatives of £12.0m have been restated to align to the current financial year approach.

** The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

The unrealised fair value loss on foreign exchange forward contracts of £10.4m (2022: gain of £13.7m) has been treated as an

adjusting item, see note 6.

Royalty income relates to wholesale royalty agreements, see note 1 for further detail. Other income in both financial years

includes rent and profit from the sales of fixtures and fittings to franchisees.

Lease modifications and terminations relate to lease renegotiations under IFRS 16, which resulted in reducing both the lease

liability and the right-of-use asset. As the adjustment exceeded the carrying value of the right-of-use asset, this excess has

been recognised as a gain in profit or loss.

12. Operating (loss)/profit

Group operating (loss)/profit is stated after charging/(crediting):

Group

2023

£m

Restated*

2022

£m

Depreciation on property, plant and equipment – owned (note 18) 19.1 12.9

Depreciation on right-of-use assets (note 30) 28.6 28.0

Depreciation on deferred liability (0.3) (0.3)

Loss on disposal of property, plant and equipment (note 18) 1.1 1.1

Amortisation of intangible assets (note 19) 8.1 7.6

Impairment charges of property, plant and equipment and right-of-use assets (note 5) 44.7 24.2

Impairment reversals of property, plant and equipment and right-of-use assets (note 5) (3.7) (7.4)

Impairment reversal of intangibles (note 19) (1.1) –

Restructuring, strategic change and other property costs (note 5) 3.1 –

Cost of inventories recognised as an expense 264.5 248.6

Net reversal of inventories provision (note 23) (0.7) (0.4)

Short-term and variable rent payments net of lease incentives and waivers (note 5) 0.7 3.7

Onerous property related contracts charge (note 5) 2.3 1.5

Government grants including furlough, gross of provision (note 36) (1.4) (2.0)

Covid-19 rent concessions (0.7) (3.7)

Net impairment loss/(credit) on trade receivables (note 24) 1.7 (1.8)

Net foreign exchange gain (15.9) (12.3)

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

The above Group operating (loss)/ profit includes £7.5m (2022: £13.1m) of depreciation savings on property, plant and

equipment and intangible assets, resulting from previous years’ impairments and £2.8m (2022: £4.3m) of onerous contract

provision utilisation.

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13. Finance expense (net)

Group

2023

£m

2022

£m

Bank interest receivable 1.8 –

Total finance income 1.8 –

Bank interest payable (5.1) (2.9)

Interest on lease liabilities (5.1) (5.1)

Total finance expense (10.2) (8.0)

14. Tax expense

The tax expense comprises:

Group

2023

£m

2022

£m

Current tax

• UK corporation tax charge for the period – –

• Adjustment in respect of prior periods 1.9 4.4

• Overseas tax 1.4 3.2

Total current tax expense 3.3 7.6

Deferred tax

• Origination and reversal of temporary differences – (0.8)

• Deferred tax not recognised 72.0 –

• Adjustment in respect of prior periods (5.7) (2.0)

• Effect of UK rate change – (12.7)

Adjusting tax expense – 3.0

Total deferred tax expense/(credit) 66.3 (12.4)

Total tax expense/(credit) 69.6 (4.8)

The tax charge on the adjusted loss is £69.6m (2022: £4.8m credit). The net tax charge on adjusting items totals £nil (2022:

£3.0m). The net tax charge on adjusting items totals £nil (2022: £3.9m tax credit). No adjusting tax charges are recognised on

the basis that the reduction in deferred tax assets recognised at the balance sheet date in comparison to the prior year results

in no deferred tax charges being recognised in respect of current year adjusting items.

Factors affecting the tax expense for the period are as follows:

Group

2023

£m

Restated*

2022

£m

(Loss)/profit before tax (78.5) 17.6

(Loss)/profit multiplied by the standard rate in the UK – 19.5% (2022: 19.0%) (15.3) 3.4

Expenses not deductible for tax purposes 1.1 1.7

Adjust opening UK deferred tax balances to 25% tax rate – (12.7)

Overseas tax differentials 1.0 0.5

Deferred tax assets derecognised in the year 66.3 –

Current year losses unrecognised 20.3 –

Deferred tax not recognised – 2.4

Adjust closing UK deferred tax balances to 25% tax rate – (2.5)

Adjustment in respect of prior years (inclusive of uncertain tax positions) (3.8) 2.4

Total tax expense/(credit) excluding adjusting items 69.6 (4.8)

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

The Group has a tax charge on adjusted losses of £69.6m (2022: £7.8m credit) and a tax charge on adjusting losses of £nil

(2022: £3.0m). Taken together the Group has a tax charge of £69.6m (2022: £4.8m credit).

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15. Loss attributable to Superdry plc

The loss after tax for the 52 weeks ended 29 April 2023 for the Company was £197.6m (53 weeks ended 30 April 2022: loss

of £55.8m). There was a credit to equity reserve of £nil (2022: £1.0m credit) in respect of employee share schemes. The

Directors have approved the statement of comprehensive income for the Company. Retained earnings of the Company at

29 April 2023 were a loss of £141.8m (2022: £6.5m profit).

16. Earnings per share

Group

2023

£m

Restated**

2022

£m

Earnings

(Loss)/Profit for the period attributable to owners of the Company (148.1) 22.4

No. No.

Number of shares at year-end* 82,147,895 81,360,187

Weighted average number of ordinary shares – basic 81,668,940 81,879,072

Effect of dilutive options and contingent shares 3,842,438 3,098,395

Weighted average number of ordinary shares – diluted 85,511,378 84,977,467

Basic earnings per share (pence) (181.3) 27.4

Diluted earnings per share (pence) (181.3) 26.4

* The number of shares at year-end excludes the shares held by the Supergroup Plc employee benefit trust.

** The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Adjusted earnings per share

Adjusted earnings are used by management to review and improve sustainable profitability. Adjusting items are disclosed

separately in the Group statement of comprehensive income and are applied to the Statutory profit or loss before tax to arrive

at the adjusted result. See note 1 and note 35 for further details.

Group

2023

£m

Restated*

2022

£m

Earnings

(Loss)/profit for the period attributable to the owners of the Company (148.1) 22.4

Unrealised (loss)/gain on financial derivatives 10.4 (13.7)

Net store asset impairment charges and onerous property related contracts provision 47.0 25.7

Net store asset impairment reversals (3.7) (7.4)

Restructuring, strategic change and other costs 3.1 –

IFRS 2 charge on Founder Share Plan (note 9) – (0.6)

Deferred tax on adjusting items (note 14) – 3.0

Adjusted (loss)/profit for the period attributable to the owners of the Company (91.3) 29.4

No. No.

Weighted average number of ordinary shares – basic 81,668,940 81,879,072

Weighted average number of ordinary shares – diluted 85,511,378 84,977,467

Adjusted basic earnings per share (pence) (111.8) 36.0

Adjusted diluted earnings per share (pence) (111.8) 34.7

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

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16. Earnings per share continued

The weighted average number of shares is stated after the deduction of Superdry Plc shares held in trust by Supergroup Plc

Employee Benefit Trust.

On 2 May 2023, the Company completed an equity raise, which comprised the issue of 15,700,000 New Ordinary Shares.

The impact of these shares on EPS is set out below.

Group

2023

£m

Restated*

2022

£m

Earnings

(Loss)/Profit for the period attributable to owners of the Company (148.1) 22.4

Adjusted (loss)/profit for the period attributable to the owners of the Company (91.3) 29.4

No. No.

Adjustment for equity raise post year-end 15,700,000 –

Weighted average number of ordinary shares including equity raise – basic 97,368,940 81,879,072

Weighted average number of ordinary shares including equity raise – diluted 116,911,378 84,977,467

Basic earnings per share (pence) (152.1) 27.4

Diluted earnings per share (pence) – adjusted (152.1) 26.4

Adjusted earnings per share (93.8) 35.9

Adjusted diluted earnings per share (pence) (93.8) 34.6

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

17. Dividends

Group and Company

2023

£m

2022

£m

Equity – ordinary shares

Interim for the 52 weeks to 29 April 2023 – nil (2022: nil per share) – –

Final dividend for the 53 weeks to 30 April 2022 – nil (2022: nil per share) – –

Total dividends paid – –

Given the continued uncertainty in the trading environment and in order to maintain liquidity, the Board did not propose an

interim dividend and has made the decision not to recommend a final dividend for 2023. In addition, under the terms of our

recent loan facility, the Company is restricted from declaring, making or paying dividends to shareholders without prior

permission from Bantry Bay, which cannot be unreasonably withheld. At the end of the reporting period, there are no

distributable reserves.

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18. Property, plant and equipment

Movements in the carrying amount of property, plant and equipment were as follows:

Group

Land and

buildings

£m

Leasehold

improvements

£m

Furniture,

fixtures and

fittings

£m

Computer

equipment

£m

Total

£m

52 weeks ended 29 April 2023

Cost

At 30 April 2022 5.2 189.1 64.7 30.4 289.4

Exchange differences – 3.0 0.7 – 3.7

Additions – 2.0 5.2 1.0 8.2

Disposals – (3.0) (0.9) (0.1) (4.0)

At 29 April 2023 5.2 191.1 69.7 31.3 297.3

Accumulated depreciation and impairments

At 30 April 2022 1.1 181.5 57.3 26.1 266.0

Exchange differences – (4.5) (0.2) – (4.7)

Disposals – (2.2) (0.5) (0.1) (2.8)

Depreciation charge 0.1 13.8 4.2 1.0 19.1

Impairment reversal – (0.5) (0.1) – (0.6)

Impairment charges – 2.4 1.6 – 4.0

At 29 April 2023 1.2 190.5 62.3 27.0 281.0

Net book value at 29 April 2023 4.0 0.6 7.4 4.3 16.3

The above property, plant and equipment net impairment movement of £3.4m constitutes part of the total net impairment of

£41.0m in 2023 and related to an impairment review performed on store assets. For further details on this please see notes 2

and 6. The impairment has been included within adjusting items in FY23.

Group

Land and

buildings

£m

Restated*

Leasehold

improvements

£m

Furniture,

fixtures and

fittings

£m

Computer

equipment

£m

Total

£m

53 weeks ended 30 April 2022

Cost

At 24 April 2021 5.3 204.9 67.1 30.6 307.9

Exchange differences – (0.9) – 0.2 (0.7)

Additions – 4.6 4.1 0.6 9.3

Disposals (0.1) (19.5) (6.5) (1.0) (27.1)

At 30 April 2022 5.2 189.1 64.7 30.4 289.4

Accumulated depreciation and impairments

At 24 April 2021 1.1 191.8 58.0 27.6 278.5

Exchange differences – (1.2) – 0.2 (1.0)

Disposals – (19.0) (5.8) (1.0) (25.8)

Depreciation charge – 7.4 4.0 1.5 12.9

Impairment reversal – – – – –

Impairment charges – 2.5 1.1 (2.2) 1.4

At 30 April 2022 1.1 181.5 57.3 26.1 266.0

Net book value at 30 April 2022 4.1 7.6 7.4 4.3 23.4

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

The above property, plant and equipment net impairment movement of £1.4m constitutes part of the total net impairment of

£16.8m in 2022 and relates to an impairment review performed on store assets. For further details on this please see notes 2

and 6. This impairment has been included within adjusting items in FY22.

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18. Property, plant and equipment continued

Company

Land and

buildings

£m

Leasehold

improvements

£m

Furniture,

fixtures and

fittings

£m

Computer

equipment

£m

Total

£m

52 weeks ended 29 April 2023

Cost

At 30 April 2022 1.9 10.1 4.8 20.4 37.2

Additions – – 0.6 0.9 1.5

Disposals – – – (0.1) (0.1)

At 29 April 2023 1.9 10.1 5.4 21.2 38.6

Accumulated depreciation and impairments

At 30 April 2022 0.5 10.1 3.3 19.3 33.2

Disposals – – – (0.1) (0.1)

Depreciation charge – – 0.6 0.9 1.5

Impairment charges – – – – –

At 29 April 2023 0.5 10.1 3.9 20.1 34.6

Net book value at 29 April 2023 1.4 – 1.5 1.1 4.0

Company

Land and

buildings

£m

Leasehold

improvements

£m

Furniture,

fixtures and

fittings

£m

Computer

equipment

£m

Total

£m

53 weeks ended 30 April 2022

Cost

At 24 April 2021 1.9 9.9 4.5 19.7 36.0

Additions – 0.2 0.3 0.7 1.2

At 30 April 2022 1.9 10.1 4.8 20.4 37.2

Accumulated depreciation and impairments

At 24 April 2021 0.5 9.1 2.9 18.0 30.5

Depreciation charge – 1.5 0.5 1.3 3.3

Impairment charges – (0.5) (0.1) – (0.6)

At 30 April 2022 0.5 10.1 3.3 19.3 33.2

Net book value at 30 April 2022 1.4 0.0 1.5 1.1 4.0

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19. Intangible assets

Group

Trademarks

£m

Website and

software

£m

Lease

premiums

£m

Distribution

agreements

£m

Goodwill

£m

Total

£m

52 weeks ended 29 April 2023

Cost

At 30 April 2022 5.8 68.2 1.4 15.1 20.7 111.2

Exchange differences – – 0.1 0.4 0.9 1.4

Additions 0.1 6.2 0.1 – – 6.4

At 29 April 2023 5.9 74.4 1.6 15.5 21.6 119.0

Accumulated amortisation and impairments

At 30 April 2022 3.7 50.5 1.2 13.3 – 68.7

Exchange differences – – 0.1 0.4 – 0.5

Amortisation charge 0.4 7.4 – 0.3 – 8.1

Disposals – – – – – –

Impairment reversals – (1.1) – – – (1.1)

At 29 April 2023 4.1 56.8 1.3 14.0 – 76.2

Net book value at 29 April 2023 1.8 17.6 0.3 1.5 21.6 42.8

Group

Trademarks

£m

Website and

software

£m

Restated*

Lease

premiums

£m

Distribution

agreements

£m

Goodwill

£m

Total

£m

53 weeks ended 30 April 2022

Cost

At 24 April 2021 5.3 60.2 14.2 14.9 21.5 116.1

Exchange differences – – (0.2) 0.2 (0.8) (0.8)

Additions 0.5 8.0 – – – 8.5

Disposals – – (12.6) – – (12.6)

At 30 April 2022 5.8 68.2 1.4 15.1 20.7 111.2

Accumulated amortisation and impairments

At 24 April 2021 3.3 43.5 14.2 13.4 – 74.4

Exchange differences – – (0.2) (0.3) – (0.5)

Amortisation charge 0.4 7.0 – 0.2 – 7.6

Disposals – – (12.6) – – (12.6)

Impairment reversals – – (0.2) – – (0.2)

At 30 April 2022 3.7 50.5 1.2 13.3 – 68.7

Net book value at 30 April 2022 2.1 17.7 0.2 1.8 20.7 42.5

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

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19. Intangible assets continued

Amortisation of intangible assets is included within selling, general and administrative expenses in the Group statement of

comprehensive income.

Company

Trademarks

£m

Website and

software

£m

Total

£m

52 weeks ended 29 April 2023

Cost

At 30 April 2022 0.8 44.5 45.3

Additions – 2.9 2.9

At 29 April 2023 0.8 47.4 48.2

Accumulated amortisation

At 30 April 2022 0.4 37.0 37.4

Amortisation charge 0.1 3.5 3.6

At 29 April 2023 0.5 40.5 41.0

Net book value at 29 April 2023 0.3 6.9 7.2

Company

Trademarks

£m

Website and

software

£m

Total

£m

53 weeks ended 30 April 2022

Cost

At 24 April 2021 0.8 42.8 43.6

Additions – 1.7 1.7

At 30 April 2022 0.8 44.5 45.3

Accumulated amortisation

At 24 April 2021 0.3 33.4 33.7

Amortisation charge 0.1 3.6 3.7

At 30 April 2022 0.4 37.0 37.4

Net book value at 30 April 2022 0.4 7.5 7.9

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19. Intangible assets continued

Amortisation of intangible assets is included within selling, general and administrative expenses in the Group statement of

comprehensive income.

Company

Trademarks

£m

Website and

software

£m

Total

£m

52 weeks ended 29 April 2023

Cost

At 30 April 2022 0.8 44.5 45.3

Additions – 2.9 2.9

At 29 April 2023 0.8 47.4 48.2

Accumulated amortisation

At 30 April 2022 0.4 37.0 37.4

Amortisation charge 0.1 3.5 3.6

At 29 April 2023 0.5 40.5 41.0

Net book value at 29 April 2023 0.3 6.9 7.2

Company

Trademarks

£m

Website and

software

£m

Total

£m

53 weeks ended 30 April 2022

Cost

At 24 April 2021 0.8 42.8 43.6

Additions – 1.7 1.7

At 30 April 2022 0.8 44.5 45.3

Accumulated amortisation

At 24 April 2021 0.3 33.4 33.7

Amortisation charge 0.1 3.6 3.7

At 30 April 2022 0.4 37.0 37.4

Net book value at 30 April 2022 0.4 7.5 7.9

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19. Intangible assets continued

Impairment of goodwill

Goodwill of £21.6m is split between the Group’s operating segments as £14.4m (2022: £13.8m) for Wholesale, £4.5m

(2022: £4.4m) for Ecommerce and £2.7m (2022: £2.5m) for Stores.

An impairment test is a comparison of the carrying value of assets of a business or cash generating unit (CGU) to their

recoverable amount. The Group monitors goodwill for impairment at a segmental level. Wholesale and Ecommerce are

defined as individual CGUs, and the Stores segment is a group of CGUs. These segments represent the lowest level within

the Group at which goodwill is monitored for internal management purposes.

The recoverable amount is estimated based on using a value in use model using discounted cash flows. Where the

recoverable amount is less than the carrying value, an impairment results. The Group’s medium-term plan has been used

as the basis for this calculation extended to include cashflows over a 10-year period. This period has been chosen for this

assessment as this closely aligns with the Group’s enterprise value.

As identified in note 6, store assets have been impaired in the current year, where each store is assessed as an individual

CGU. Goodwill is monitored at a total Stores segment level, not at an individual store level, and instead includes individually

profitable stores in the assessment. Additionally, the cash flows in the goodwill impairment analysis are included over a

10-year period, compared to the lease expiry period in the store impairment assessment.

Key assumptions

In determining the recoverable amount, 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 historical performance and are

consistent with relevant external sources of information.

Discount rates

Management estimates discount rates using pre-tax rates that reflect the current market assessment of the time value of

money and the risks specific to the CGUs. The pre-tax discount rate of 14.4% (2022: 14.3%) is derived from the Group’s

post-tax weighted average cost of capital of 12.8% (2022: 12.4%).

Operating cash flows

The key assumptions within the forecast operating cash flows include the growth rates in both sales and gross profit margins.

This is especially dependent upon assumptions around the ability of the Group to pass increased input costs onto consumers.

Key assumptions also include changes in the operating cost base in light of current inflationary pressure and operating

efficiencies included in the plan, the extension of leases on profitable stores through the plan, and the level of capital

expenditure, as set out in the medium-term financial plan. Judgement is also required in determining an appropriate allocation

of central costs. Central costs have been allocated where there is a reasonable and consistent basis for apportionment.

Growth rates

The recoverable amount of each segment is calculated in reference to the value over the medium-term financial plan period,

extrapolated for an additional five years at the long-term growth rate of 0.0% to 2.0% (2022: additional five years at 0.0%

to 2.0%).

Goodwill sensitivity analysis

The results of the Group’s impairment tests are dependent on estimates made by management, particularly in relation to the

key assumptions described above. The principal assumptions on which the impairment tests were performed are detailed

above. A sensitivity analysis as to potential changes in key assumptions has been performed.

Impact of change in key assumptions

The recoverable amounts of the future cash flows of the Ecommerce and Wholesale CGUs are significant, and management

believes there were no reasonably possible or foreseeable changes in the key assumptions that would cause the difference

between the carrying value and the recoverable amount to be materially reduced to warrant further review and disclosure.

The recoverable amount of the stores CGU is £75.3m, with headroom of £16.6m. Stores goodwill is sensitive to changes to the

key assumptions. The key assumptions in the assessment of stores goodwill are sales growth which has a range of (4.1%) to

(6.0%) per year and gross margin percentage, which changes by between 0.4% to 1.5% across the plan. A 1.9% fall in sales

per year across the medium-term plan, a 1.3ppt drop in average Gross Margin per year and a 5.4% increase in the discount

rate would result in the carrying value being equal to the recoverable amount.

Result of the impairment tests

Management considers that no charge for impairment should be reported in the 2023 consolidated financial statements

(2022: £nil) based on the impairment and sensitivity analysis tests undertaken.

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161 Superdry plc Annual Report 2023

20. Investments

52 weeks ended 29 April 2023

Company

29 April

2023

£m

30 April

2022

£m

Cost

At 30 April 2022 449.9 472.0

Additions 0.9 14.0

Return of Capital from subsidiary – (36.1)

At 29 April 2023 450.8 449.9

Provision for impairment

At 30 April 2022 309.3 211.6

Impairment charge 67.2 97.7

At 29 April 2023 376.5 309.3

Net balance sheet amount 29 April 2023 74.3 140.6

The total net book value of investments is £74.3m (2022: £140.6m). During 2023, an addition of £0.9m (2022: £0.8m) has been

recorded in relation to the IFRS 2 charges, that are accounted for in Group subsidiaries but relate to shares in the ultimate

parent, being Superdry plc.

An IFRS 9 loan loss allowance on intercompany receivables of £136.6m (2022: £15.6m) and an impairment charge of £67.2m

(2022: charge of £97.7m) on the Group’s investment in subsidiary undertakings has been recognised. The loss allowance

uses the calculated NPV of the subsidiary and a review of a company’s net debt position, to assess the intercompany balance.

There is a difference between the Group and Company net assets due to the impairment in the Company being determined

using the cash flows in the Group medium-term financial plan across all channels extrapolated for a further five years,

whereas the retail cash flows used for the impairment of fixed assets and right-of-use assets in the Group balance sheet is

limited to the existing lease term, which on average is three years. A further difference arises due a different allocation of

central costs in the Group impairment models.

See note 24 for details of the IFRS 9 loan loss allowance.

Impairment of investments in subsidiary undertakings

The Company tests investments in subsidiary undertakings annually for impairment.

The recoverable amount of each subsidiary is based on the discounted cash flows over the medium-term financial plan

period, extrapolated for a total of 10 years at the long-term growth rate of 0% to 2.0% (2022: of 0% to 2.0%). This period

has been chosen for this assessment as this closely aligns with the Group’s enterprise value. The recoverable amount is

compared to the investment carrying value and any difference recorded as impairment. The medium-term financial plan is

apportioned to each of the subsidiaries and used to calculate an enterprise value for each subsidiary. The equity value has

then been determined by adjusting the enterprise value for the net debt in each subsidiary, which considers all intercompany

loans and receivables, together with cash on hand. The equity value is compared to the carrying value of Superdry Plc’s

investment in the subsidiary. Where Superdry Plc’s investment in the subsidiary exceeds the calculated equity value, an

impairment has been recorded.

Management estimates discount rates using pre-tax rates that reflect the current market assessment of the time value of

money and the risks specific to the CGUs. The pre-tax discount rates range from 13.2% to 19.8% (2022: 11.3% to 17.7%).

The discount rates are derived from the Group’s post-tax WACC and range from 11.9% to 16.7% (2022: 11.1% to 13.8%).

This review has led to an impairment charge of £67.2m being recognised in respect of DKH Retail Ltd (£59.6m), Supergroup

Germany GmbH (£3.7m), Superdry Retail Denmark A/S (£3.2m) and C-Retail Ltd (£0.7m). An equivalent review was

performed in the prior reporting period, at which time an impairment charge of £97.7m was recognised in respect of

DKH Retail Ltd. There are no circumstances identified in the current year, which support the reversal of other previously

recognised impairments of investments in subsidiaries.

The cash flows used within the impairment model are based on assumptions which are sources of estimation uncertainty

and small movements in these assumptions could lead to an increased impairment. The Company has carried out a sensitivity

analysis on the impairment tests for its investment in subsidiary undertakings, using various reasonably possible scenarios.

Further detail is set out in note 2.

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162 Superdry plc Annual Report 2023

20. Investments continued

Subsidiaries

All of the subsidiaries have been included in the consolidated financial statements. A list of the subsidiaries held during the

year is set out below (registered office addresses are included within note 39):

Subsidiary Principal activity

Country of

incorporation

2023

% shares

C-Retail Limited

– (07139142) Clothing retailer in UK UK 100

DKH Retail Limited

1,4

– (07063508) Worldwide wholesale distribution UK 100

SuperGroup Belgium NV

Holds the investment in SuperGroup

Netherlands BV Belgium 100

SuperGroup Belgium Finance NV

Provides finance to the European entities Belgium 100

SuperGroup Concessions Limited

– (07139101) Dormant UK 100

SuperGroup Europe BVBA Clothing retailer in Belgium Belgium 100

Superdry France SARL

Clothing retailer in France France 100

Superdry Germany GmbH

1,3

Clothing retailer in Germany Germany 100

SuperGroup India Private Limited

Manages supplier relationships in India India 100

SuperGroup Internet Limited

1,7

– (07139044) Clothing retailer via the Internet UK 100

SuperGroup Netherlands BV

Holds the investment in SuperGroup

Europe BVBA Netherlands 100

SuperGroup Netherlands Retail BV Clothing retailer in the Netherlands Netherlands 100

SuperGroup Retail Spain S.L.U.

1,2

Clothing retailer in Spain Spain 100

SuperGroup Retail Ireland Limited

Clothing retailer in the Republic of Ireland ROI 100

SuperGroup Mumessillik Hizmet ve Ticaret

Limited Sirketi

Manages supplier relationships in Turkey

Turkey 100

SuperGroup Limited

1,6

– (07938117) Dormant UK 100

Superdry Hong Kong Limited

Manages supplier relationships in China HongKong 100

Superdry Sweden AB

Clothing retailer in Sweden Sweden 100

Superdry Norway A/S

Norway wholesale agent Norway 100

Superdry Retail Denmark A/S

Clothing retailer in Denmark Denmark 100

Superdry Retail LLC

Clothing retailer in USA USA 100

Superdry Wholesale LLC

USA wholesale distribution USA 100

SuperGroup USA Inc

1,5

Holds investment in USA USA 100

1. Directly owned by the Company.

2. Holds the investment in the Portuguese branch which is not material.

3. Holds the investment in the Austrian branch which is not material.

4. Holds the investment in the Switzerland and Norway branches which are not material.

5. Exempt from statutory audit.

6. Exempt from statutory audit under s448A exemption.

7. Exempt from statutory audit under s479A exemption.

All shares held by the Company are ordinary equity shares.

SuperGroup Internet Limited (company number 07139044) will take advantage of the audit exemption set out within

section 479A of the Companies Act 2006 for the period ended 29 April 2023. SuperGroup Internet Limited is 100% owned

directly by Superdry plc. In accordance with section 479C of the Companies Act 2006, the Company will guarantee the debts

and liabilities of SuperGroup Internet Limited.

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163 Superdry plc Annual Report 2023

20. Investments continued

Joint ventures

Set out below are the joint ventures of the Group as at 29 April 2023. The joint ventures have share capital consisting solely

of ordinary shares, 50% of which are held directly by the Group. The country of incorporation is also their principal place

of business.

Name of entity Year-end Country of incorporation

Ownership

interest

% shares

Measurement

method

Trendy & Superdry Holding Limited 30 April Hong Kong 50 Equity

Horace SARL (France) 31 Dec France 50 Equity

The non-coterminous year end for Horace SARL (France) was historically determined and is of no material consequence to

the Group.

As at 29 April 2023 and as 30 April 2022, the carrying value of the investment in Trendy & Superdry Holding Limited and

Horace SARL was £nil. No charge was recognised in the financial statements in respect of the joint losses in the year as the

opening investment asset was £nil (2022: £nil).

21. Balances and transactions with related parties

Directors’ emoluments

Directors’ remuneration is set out in the audited section of the Directors’ Remuneration Report on pages 85-104.

Transactions with Directors

Other than in respect of arrangements set out below and in relation to the employment of Directors, details of which are

provided in the Directors’ Remuneration Report on pages 85-104, there is no material indebtedness owed to or by the

Company or the Group to any employee or any other person or entity considered to be a related party. There are no

exceptional amounts outstanding that related to transactions with related parties at the reporting date (2022: £0.8m)

and that there were no amounts waived during the year (2022: £0.2m).

During the reporting period, the Group has spent £0.1m (2022: £0.1m) on travel and subsistence through companies in which

Julian Dunkerton has a personal investment. The balance outstanding at 29 April 2023 was £nil (2022: £nil). This expenditure

includes the provision of corporate travel, hotel and catering services supplied on an arm’s-length basis. These interests have

been disclosed and authorised by the Board.

In addition, the Group occupies two properties owned by J M Dunkerton SIPP pension fund whose beneficiary and member

trustee is Julian Dunkerton. Rental charges for these properties during the year were £0.1m (2022: £0.1m). The balance

outstanding at 29 April 2023 was £nil (2022: £nil).

An assessment has been performed for the FY23 year end to determine whether these transactions have been undertaken

at arms’ length. It was identified that the rent charged for the head office properties owned by the pension fund is at a rate

considered to be below market rent. The combined annual rent for both properties is currently charged at £0.1m, compared to

an anticipated market rent of £0.2m. Provision has been made to cover the additional cost of the market rate rent, dating back

to the last rental review in 2012. The provision in place at the end of FY23 is £1.0m (2022: nil).

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164 Superdry plc Annual Report 2023

21. Balances and transactions with related parties continued

Company transactions with subsidiaries

The Company has made management charges and has intercompany payable and receivable balances included within trade

and other payables and trade and other receivables as follows:

Management charges Intercompany payables Intercompany receivables

2023

£m

2022

£m

Balance sheet

29 April 2023

£m

Balance sheet

30 April 2022

£m

Balance sheet

29 April 2023

£m

Balance sheet

30 April 2022

£m

C-Retail Limited 9.7 8.6 – – 29.3 21.2

DKH Retail Limited 13.0 16.7 (105.8) (91.8) – –

Superdry France SARL 1.2 1.2 – – 9.0 6.2

Superdry Germany GmbH 2.7 2.2 – – 19.0 54.2

SuperGroup Belgium NV – – – – 20.4 19.7

SuperGroup Belgium Finance NV – – (13.2) (13.2) – –

SuperGroup Concessions Limited – – (2.6) (2.6) – –

SuperGroup Internet Limited 12.4 11.2 (99.9) (76.9) – –

SuperGroup Retail Ireland Limited 0.6 0.5 – – 3.1 2.3

SuperGroup Retail Spain S.L.U. 0.2 0.3 – (0.1) 0.1 –

SuperGroup Europe BVBA 0.7 0.8 – – 8.8 5.6

SuperGroup Netherlands Retail and SuperGroup

Netherlands BV 0.9 0.6 (0.1) – 5.8 14.3

Superdry Nordic and Baltics A/S – – – – 0.9 1.0

Superdry Retail Denmark – – (0.1) (0.2) – –

Superdry Retail LLC 3.1 2.8 – – 8.0 20.1

Superdry Wholesale LLC 0.3 0.4 (0.1) – – 46.3

Superdry Retail Sweden AB – – (3.7) (3.8) – –

SuperGroup India Private Ltd – – – – 0.1 0.1

The above intercompany receivable amounts are disclosed net of impairment charges.

Loan interest of £0.6m (2022: £0.2m) has been charged to Superdry Retail LLC, £0.6m (2022: £1.0m) of loan interest to

Superdry Wholesale LLC and £nil (2022: £nil) of loan interest to Superdry Sweden AB in the period. As outlined in notes 24

and 27, these loans are repayable on demand.

There have been no further transactions in the period.

22. Deferred tax assets and liabilities

The movement on the Group deferred tax account is as shown below:

Depreciation

in excess of

capital

allowances

Temporary

differences*

Tax

losses

Intangible

assets –

Deferred tax

asset

Intangible

assets –

Deferred tax

liability Derivatives Leases**

Uncertain tax

positions Total

At 30 April 2022 – 5.7 41.5 11.1 (0.9) (2.2) 9.7 1.4 66.3

Effect of UK Rate change to 25% – – – – – – – – –

Credited/(charged) to the Group

statement of comprehensive

income – adjusted – (5.7) (34.9) (11.1) (4.3) 2.2 (9.7) (2.8) (66.3)

Credited/(charged) to the Group

statement of comprehensive income –

adjusting items

– – – – – – – – –

At 29 April 2023 – – 6.6 – (5.2) – – (1.4) –

* This asset has only been recognised in jurisdictions where the criteria for recognition of deferred tax assets referenced below have been met.

** In the table above, the “Leases” category relates to deferred tax assets arising from temporary differences on leases. The Group’s IFRS 16 right-of-

use assets and lease liabilities are not reflected in the statutory accounts of its subsidiaries, which report under applicable local GAAPs, since they

arise only on conversion of its subsidiaries’ accounts from local GAAP to IFRS. Under these applicable local GAAPs, which are used as the basis for

the profits assessed by the local tax authorities, the tax base for the Group’s leases is typically nil.

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165 Superdry plc Annual Report 2023

22. Deferred tax assets and liabilities continued

Depreciation

in excess of

capital

allowances

Temporary

differences

Tax

losses

Intangible

assets –

Deferred tax

asset

Intangible

assets –

Deferred tax

liability

Derivatives Leases

Uncertain tax

positions

Total

At 24 April 2021 6.0 5.3 17.0 7.7 (0.7) 0.8 18.7 (1.0) 53.8

Effect of UK Rate change to 25% 1.8 1.0 4.6 2.3 – 0.3 2.2 0.5 12.7

Credited/(charged) to the Group

statement of comprehensive

income – adjusted

(7.6) (0.6) 19.9 1.1 (0.2) – (11.7) 1.9 2.8

Credited/(charged) to the Group

statement of comprehensive income –

adjusting items (0.2) – – – – (3.3) 0.5 – (3.0)

At 30 April 2022 – 5.7 41.5 11.1 (0.9) (2.2) 9.7 1.4 66.3

The Group has a net recognised deferred tax asset of £Nil at the balance sheet date. On a gross basis, a deferred tax asset

of £6.6m is recognised to the extent that it is offset by the Group’s deferred tax liabilities. As a result of the revision to the

Group’s outlook and material uncertainty the Group has revised its estimate in respect of the deferred tax asset recognised.

There are unrecognised deferred tax assets (DTAs) of £125.3m at the balance sheet date (2022: £34.6m). The key material

elements of unrecognised DTAs are tax losses of £78.1m, primarily within the UK and the USA, capital allowances in excess

of depreciation of £17.7m, tax related to onerous lease and store impairment provisions of £12.1m and temporary differences

arising under IFRS16 accounting for leases of £11.8m. The gross value of tax losses is £300m, of which £36m relate to US tax

losses accrued prior to 31 December 2017 which carry a 20 year expiry window, whereas the remainder have no expiry date.

In the Group’s financial statements, the majority of IFRS 16 right-of-use assets arise in respect of store leases. In many cases

the value of these right-of-use assets has been reduced due to the recognition of impairment charges, such that the carrying

value of the lease liabilities exceeds the carrying value of the right-of-use assets, resulting in a net lease liability in the Group

financial statements.

The difference between the carrying value of this net lease liability recognised in the Group financial statements and the tax

base of the leases gives rise to a temporary difference, on which a deferred tax asset has been recognised in prior years but

not recognised in 2023.

The value of net deferred tax assets recognised per jurisdiction is set out below.

Deferred tax asset recognised

Jurisdiction

2023

£m

2022

£m

UK – 53.3

Germany – 9.7

Other – 3.3

Total – 66.3

The movement on the Company deferred tax account is as shown below:

Net deferred tax assets £m Company

Depreciation in

excess of

capital

allowances

Temporary

differences

Tax

losses

Intangible

assets

Derivatives Total

At 30 April 2022 2.0 – 6.5 – – 8.5

Charged to the Company statement of comprehensive

income – adjusted (2.0) – (6.5) – – (8.5)

Credited/(charged) to the Company statement of

comprehensive income – adjusting items

– – – – – –

At 29 April 2023 – – – – – –

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166 Superdry plc Annual Report 2023

22. Deferred tax assets and liabilities continued

Net deferred tax assets £m Company

Depreciation in

excess of

capital

allowances

Temporary

differences

Tax

losses

Intangible

assets Derivatives Total

At 24 April 2021 1.0 – 3.7 – – 4.7

Charged to the Company statement of comprehensive

income – adjusted

1.0 – 2.8 – – 3.8

Credited/(charged) to the Company statement of

comprehensive income – adjusting items – – – – – –

At 30 April 2022 2.0 – 6.5 – – 8.5

Uncertain tax position

The Group is subject to tax laws in a number of jurisdictions and given the scale of its operations, it is subject to periodic

challenges by local tax authorities on a range of tax matters. The Group’s transfer pricing policies aim to allocate profits and

losses to each operating entity on an arm’s length basis.

It is uncertain how different tax authorities may view the impact of the pre-COVID challenging trading environment, and the

challenges presented by COVID on the Group’s internal transfer pricing policies.

Given this uncertainty, the Group has recognised the following provisions in respect of uncertain tax positions as required

under IAS12, with due consideration to guidance contained within IFRIC23.

52 weeks ended 29 April 2023

Group

29 April

2023

£m

30 April

2022

£m

Deferred tax liability 1.4 1.4

Deferred tax asset – (2.8)

Uncertain tax position – net deferred tax asset/(liability) 1.4 (1.4)

Uncertain tax position – current tax liability 2.1 2.1

Uncertain tax position – total 3.5 0.7

23. Inventories

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Finished goods 112.5 132.7 1.3 1.3

Net inventories 112.5 132.7 1.3 1.3

Inventory write-downs for each period are as follows:

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

At start of period 6.1 9.1 – –

Provision charge in the period 1.5 1.6 – –

Unused amounts reversed (2.2) (2.0) – –

Utilised in period (1.6) (2.6) – –

At end of period 3.8 6.1 – –

The net movement in the inventory provision, excluding utilised amounts, is a £0.7m release (2022: £0.4m release).

There is no material difference between the book value and replacement cost of inventories.

Inventories are provided as security for the Asset Backed Lending facility which is described further in note 26.

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167 Superdry plc Annual Report 2023

24. Trade and other receivables

Group Company

2023

£m

Restated*

2022

£m

2023

£m

2022

£m

Trade receivables 49.8 60.7 – –

Less: allowance for expected credit losses (6.0) (4.7) – –

Net trade receivables 43.8 56.0 – –

Other amounts due from related parties – Current – – – 211.4

Less: loss allowance for amounts due from related parties – – – (15.6)

Net amounts due from related parties – Current – – – 195.8

Taxation and social security 3.6 6.8 1.3 1.3

Other receivables 4.6 9.1 0.7 1.7

Prepayments 20.5 31.2 7.5 6.0

Rent deposits held by landlords 9.7 9.5 – –

Total trade and other receivables – Current 82.2 112.6 9.5 204.8

Other amounts due from related parties – Non-Current – – 241.1 –

Less: loss allowance for amounts due from related parties – – (136.6) –

Net amounts due from related parties – Non-Current – – 104.5 –

Total trade and other receivables 82.2 112.6 114.0 204.8

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Prepayments for the Group include £15.5m (2022: £15.3m) of prepaid rent and rates.

The fair values of trade and other receivables are equal to their carrying value. The current balances due from related parties

are repayable on demand and will be settled in the originally course of operating activity. The non-current balances are not

expected to be settled within the next twelve months.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.

Trade and other receivables are provided as security for the Asset Backed Lending facility which is described further

in note 26.

Impairment of trade receivables – Group accounts

The table below shows the credit risk exposure on the Group’s trade receivables at 29 April 2023:

Carrying

amount

£m

Current

£m

Overdue

1-30 days

Overdue

31-60 days

Overdue

60 days +

Expected loss rate % 12% 3% 22% 22% 37%

Gross carrying amount – trade receivables 49.8 34.1 2.6 2.5 10.6

Loss allowance (6.0) (1.0) (0.6) (0.5) (3.9)

The table below shows the credit risk exposure on the Group’s trade receivables at 30 April 2022:

Carrying

amount

£m

Current

£m

Overdue

1-30 days

Overdue

31-60 days

Overdue

60 days +

Expected loss rate % 8% 3% 10% 31% 23%

Gross carrying amount – trade receivables 60.7 43.2 6.3 2.8 8.4

Loss allowance (4.7) (1.2) (0.7) (0.9) (1.9)

Other receivables are tested for impairment on an individual basis. The credit risk is low, and the loss allowance measured as

12-month expected credit loss is immaterial. Due to the nature of the other classes within trade and other receivables there

is not expected to be any credit loss allowance and as such there is no expected credit loss allowance to recognise on

those assets.

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168 Superdry plc Annual Report 2023

24. Trade and other receivables continued

The closing loss allowances for trade receivables as at 29 April 2023 reconciles to the opening loss allowances as follows:

2023

£m

2022

£m

At start of period 4.7 8.6

Change in allowance, net of recoveries charged to the Group statement of comprehensive income 2.6 –

Receivables written off during the year as uncollectable, previously provided for (0.4) (2.1)

Unused loss allowance reversed (0.9) (1.8)

At end of period 6.0 4.7

The changes in the loss allowance for trade receivables has resulted in a net provision movement for the year of £1.3m

(2022: £3.9m reduction) as the provision associated with the debt written off has been utilised £0.4m (2022: £2.1m).

The individually impaired receivables relate wholly to the Wholesale segment. The other classes within trade and other

receivables for the Group do not contain impaired assets.

Impairment of intercompany receivables – Company accounts

On 29 April 2023 intercompany receivables of £176.1m are included in stage 2 and £65.0m of intercompany receivables are

included in stage 3 of IFRS 9’s general impairment model (2022: all in stage 2). The stage 3 loans relate to the US Wholesale

business, where operations have been scaled back following a management decision. The Company uses the expected

forward-looking credit loss model approach of IFRS 9. At the start of the year, the provision recognised against the

intercompany receivables was £15.6m. During 2023, there has been an increase of £121.0m to the impairment of amounts

due from related parties bringing the year-end impairment to £136.6m. See note 33 for an assessment of the Company’s

financial risk management.

The table below shows the credit risk exposure on the Company’s receivables:

2023

Carrying

amount

£m

2022

Carrying

amount

£m

Expected loss rate % 56.7% 7.4%

Gross carrying amount – receivables 241.1 211.4

Loss allowance (136.6) (15.6)

The increase in the rate of expected credit losses is due to the increase in the provision against the receivables due from

Superdry Wholesale LLC £51.1m and Superdry Retail LLC £14.5m, Superdry Germany GmbH £40.0m and its Austrian branch

£4.6m, sg Retail Spain – Portugal Branch £0.1m, Supergroup Netherlands BV £7.5m and SuperGroup Netherlands Retail £3.2m.

The closing loss allowances for intercompany receivables as at 29 April 2023 reconcile to the opening loss allowances

as follows:

2023

£m

2022

£m

At start of period 15.6 25.2

Change in allowance, net of recoveries charged to the Company statement of comprehensive income 121.0 (9.6)

At end of period 136.6 15.6

25. Cash and bank balances

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Cash at bank and in hand 58.2 20.5 5.6 –

Total cash and cash balances 58.2 20.5 5.6 –

Cash and bank balances comprise cash at bank with major UK and European clearing banks and earn floating rates of interest

based upon bank base rates. At 29 April 2023, the Group had £8.0m (2022: £6.5m) deposited with HSBC Bank plc, £2.3m

(2022: £2.2m) deposited with BNP Paribas, £Nil (2022 £0.4m) deposited with ING Bank, £0.1m (2022: £0.2m) deposited with

Sydbank and £1.6m (2022: £1.5m) deposited with Europaisch-Iranische Handelsbank AG. The remainder of the cash is

deposited in other bank accounts.

The Moody’s credit rating as at 29 April 2023 for HSBC Bank plc is A3 (2022: A1), BNP Paribas is Aa3 (2022: Aa3), ING Bank is

Aa3 (2022: Aa3), Sydbank is A1 (2022: A1).

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169 Superdry plc Annual Report 2023

25. Cash and bank balances continued

There are a number of balances included within cash and bank balances that are considered to be restricted cash. There

is £nil (2022: £nil) of rent deposits held for sub-tenants of the Regent Street store, and £1.4m (2022: £nil) of cash deposits

from franchise customer guarantees, all of which is held in escrow. Additionally, there is £1.6m (2022: £1.5m) deposited with

Europäisch-Iranische Handelsbank AG which is subject to restrictions on repatriation. Also, there is £2.9m (2022: £nil) held

within HSBC as trust accounts that are used as collection accounts for repayment of the Bantry Bay Asset Backed Lending

Facility. Further to the announcement of the sale of Intellectual Property for certain APAC countries in March (see note 38),

$5m was paid by the purchaser as a deposit ahead of formal approval by the Group’s shareholders in May.

26. Borrowings

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Unsecured borrowings

Bank overdraft 35.8 3.1 2.2 –

Total unsecured borrowings 35.8 3.1 2.2 –

Secured borrowings

ABL facility 48.0 18.4 – –

Total secured borrowings 48.0 18.4 – –

Total borrowings 83.8 21.5 2.2 –

The Group has a multi-currency notional cash pool with HSBC UK Bank plc. This allows gross overdraft balances of up to

£100m provided they are offset by an equivalent amount in cash. Gross overdrafts in 2023 amounted to £35.8m (2022: £3.1m)

and are shown within borrowings in current liabilities on the balance sheet.

In December 2022, Superdry agreed an Asset Based Lending Facility of up to £80m, limited by levels of inventory and

receivables held at any point in time, with specialist lender Bantry Bay Capital Limited, including a £30m term loan. This

refinanced the previous £70m Asset Backed Lending Facility with HSBC and BNPP, which expired in December 2022. Interest

on the facility is calculated as 7.5% + SONIA for any drawn amount and a flat 1% on any undrawn balance. The facility expires

on 22nd December 2025 with an option to extend for a further year. The facility carries a fixed and floating charge over all

assets in the Group.

The usage and undrawn balances under the Asset Backed Loan facility are shown below:

Group

2023

£m

2022

£m

Availability 48.0 53.1

Utilisation – term loan (30.0) –

Utilisation – other asset backed drawings (18.0) (18.4)

Net undrawn asset backed loan facility – 34.7

At the financial year-end, the Group had fully drawn down on the ABL facility but was holding gross cash in hand and in the

bank of £58.2m.

The revised facility is operationally less complex to manage and as such has no financial covenants. It has operational

covenants: a debt turns, a dilution percentage with regards to notified debt and an inventory turn. These covenants are

calculated monthly when preparing the eligible inventory and receivables borrowing base.

On 7 August 2023 the Group agreed a secondary lending facility of up to £25m with Hilco Capital Limited at an interest rate of

10.5% + Bank of England base rate on any drawn balance and a flat rate of 2% on any undrawn amounts. Similar to the Bantry

facility, the ability to borrow is linked to the levels of both inventories and trade receivables. The facility expires on 7 August

2024 with an option to extend.

Cash and overdraft balances have been disclosed gross in line with the requirements of IAS32: Financial instruments:

Presentation. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

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27. Trade and other payables

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Non-current

Deferred cash contributions and rent-free periods 1.6 0.6 – –

Other payables 1.4 2.0 – –

Total non-current trade and other payables 3.0 2.6 – –

Current

Trade payables 66.2 68.7 5.9 3.2

Amounts due to related parties – – 225.5 193.4

Taxation and social security 3.0 3.9 0.2 0.7

Other payables 6.7 7.8 1.1 0.7

Returns liability 11.5 11.5 – –

Contract liabilities 5.5 6.3 – –

Accruals 27.2 30.6 6.3 7.4

Deferred cash contributions and rent-free periods 0.7 0.4 – –

Total current trade and other payables 120.8 129.2 239.0 205.4

Total trade and other payables 123.8 131.8 239.0 205.4

Other payables include wage liabilities of £2.2m (2022: £1.7m) and agents’ commission accruals of £1.8m (2022: £2.4m).

The balances due to related parties are repayable on demand.

The returns liability is the present obligations for the actual and estimated customer returns and is expected to be utilised

within 12 months. The liability is recalculated at each balance sheet date considering recent sales and anticipated levels

of returns.

The maturity analysis of non-current deferred cash contributions and rent-free periods is as follows:

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

1 – 2 years 1.6 0.6 – –

2 – 5 years – – – –

Deferred cash contributions and rent-free periods 1.6 0.6 – –

Deferred cash contributions and rent-free periods are held on account for lease commitment that are variable rent agreement

and has no fixed agreement from commencement of lease.

Contract liabilities

Contract liabilities for the purpose of IFRS 15 relate to the provision of gift cards and the timing of the sale of goods. This is

the case where payment is received in advance of the performance obligations, which will be discharged at a later point in

time. IFRS 15 therefore requires disclosure of the value of these outstanding liabilities at year-end, and the value recognised

during the year for those performance obligations being met. The below amounts are included within trade and other payables:

Group

2023

£m

2022

£m

Opening balance 6.3 5.1

New liabilities 8.6 8.8

Revenue recognised in income statement (9.4) (7.6)

Closing balance 5.5 6.3

Substantially all the revenue deferred at the current financial year-end will be recognised within two financial years. This was

also the case at the prior financial year-end.

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28. Provision for other liabilities and charges

Group

Onerous

property

contracts

Other

provisions Total

Onerous

property

contracts

Other

provisions Total

2023

£m

2023

£m

2023

£m

2022

£m

2022

£m

2022

£m

Provisions for other liabilities and charges at the start of

the period 8.4 3.5 11.9 12.1 4.1 16.2

New provisions – 2.4 2.4 – – –

Exchange differences 0.3 0.1 0.4 0.1 – 0.1

Utilisation in the period (2.8) – (2.8) (4.3) (0.6) (4.9)

Releases on exited stores (0.2) (0.2) (0.4) (1.0) (0.2) (1.2)

Charge in the period 2.3 (1.3) 1.0 1.5 0.2 1.7

Provisions for other liabilities and charges at the end

of the period

8.0 4.5 12.5 8.4 3.5 11.9

Analysed as:

Current provisions 3.1 2.3 5.4 3.0 1.7 4.7

Non-current provisions 4.9 2.2 7.1 5.4 1.8 7.2

Note 2 outlines the nature, descriptions and sensitivities surrounding the onerous property related contract provisions.

Other provisions relates to the dilapidation provisions. Dilapidations provisions will be utilised upon the exit or expiry of

various property leases which are expected to be between 2023 and 2031. Onerous property related contracts are utilised

over the remaining life of the lease, expected to be between 2023 and 2029.

Other provisions also include new provisions in the FY23 financial year in relation to restructuring costs. These are expected

to be utilised within 12 months of the year-end.

Company

Onerous

property

contracts

Other

provisions Total

Onerous

property

contracts

Other

provisions Total

2023

£m

2023

£m

2023

£m

2022

£m

2022

£m

2022

£m

Provisions for other liabilities and charges at the start of

the period

1.5 – 1.5 0.6 – 0.6

New provisions – 1.2 1.2 – – –

Utilisation in the period (0.8) – (0.8) (0.2) – (0.2)

Charge in the period (0.6) – (0.6) 1.1 – 1.1

Provisions for other liabilities and charges at the end

of the period 0.1 1.2 1.3 1.5 – 1.5

Analysed as:

Current provisions 0.1 1.2 1.3 1.0 – 1.0

Non-current provisions – – – 0.5 – 0.5

29. Contingent liabilities

The Company is party to an unlimited cross guarantee over all liabilities of the Group.

DKH Ltd have issued a debenture in favour of HSBC UK Bank Plc (“HSBC”) in relation to all outstanding facilities with HSBC.

The debenture provides a fixed and floating charge over the company’s assets, but, further to an intercreditor agreement,

ranks after charges arising under the ABL facilities provided by Bantry Bay and Hilco.

The Group has contractual agreements with third party wholesale agents which include a right for the wholesale agent to

be indemnified when the contract is terminated. These future indemnity amounts are held as contingent liabilities until the

contract is terminated, at which point they are held as provisions or accruals. The value of future obligations for contracts

which have not yet been terminated (and have no defined end date) is £3.2m (2022: £3.4m).

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30. Leases

Right-of-use asset

52 weeks ended 29 April 2023

Group Company

Right-of-use

asset

£m

Right-of-use

asset

£m

Cost

At 30 April 2022 362.0 7.2

Additions* 36.5 0.4

Disposals (12.9) (1.0)

Lease modifications (2.7) (0.1)

Exchange rate difference 3.8 –

At 29 April 2023 386.7 6.5

* Additions are from new stores, extension or remeasurement of leases e.g. CPI changes.

52 weeks ended 29 April 2023

Group Company

Right-of-use

asset

£m

Right-of-use

asset

£m

Accumulated depreciation

At 30 April 2022 281.8 5.9

Depreciation charge 28.6 0.6

Disposals (11.6) (1.0)

Impairment reversals (3.1) (0.4)

Impairment charges 40.7 0.1

Exchange rate difference 1.8 (0.1)

At 29 April 2023 338.2 5.1

Net balance sheet amount at 29 April 2023 48.5 1.4

The above right-of-use asset net impairment movement of £37.6m (2022: £14.4m) constitutes part of the total net impairment

of £41.0m in 2023 (2022: £16.8m) and relates to an impairment review performed on store assets with the remaining £3.4m

(2022: £2.4m) relating to property, plant and equipment. For further details on this please see notes 2 and 6. This impairment

has been included within adjusting items in the current and prior year.

The carrying amount of the right-of-use asset is split between motor vehicles of £nil (2022: £0.1m) and property of £48.5m

(2022: £80.1m).

53 weeks ended 30 April 2022

Group Company

Right-of-use

asset

£m

Right-of-use

asset

£m

Cost

At 24 April 2021 343.4 7.2

Additions

50.6 0.1

Disposals (26.4) (0.1)

Lease modifications (4.1) –

Exchange rate difference (1.5) –

At 30 April 2022 362.0 7.2

* Additions are from new stores, extension or remeasurement of leases, e.g. CPI changes.

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30. Leases continued

53 weeks ended 30 April 2022

Group Company

Right-of-use

asset

£m

Right-of-use

asset

£m

Accumulated depreciation

At 24 April 2021 252.3 5.4

Depreciation charge 28.0 0.5

Disposals (12.2) 0.1

Impairment reversals (5.8) (0.2)

Impairment charges 20.2 0.1

Exchange rate difference (0.7) –

At 30 April 2022 281.8 5.9

Net balance sheet amount at 30 April 2022 80.2 1.3

Items in the Group statement of comprehensive income not impacted by IFRS 16 are:

Group

2023

£m

2022

£m

Lease expense relating to short-term assets 1.8 1.2

Lease expense of variable lease payments not included in the lease liabilities 5.9 3.2

The above lease expenses are gross of onerous property related contracts provision, capital contribution releases and rent-

free lease. The equivalent disclosures in note 5 and note 12 are disclosed net of these.

Lease liability

Lease liabilities are calculated by discounting fixed lease payments using the incremental borrowing rate at the lease

inception date determined with reference to the geographical location and length of the lease. The discount rates applied to

leases range between 4.7% and 9.0% (2022: 0.3% to 8.5%).

Group Company

Analysed as:

2023

£m

2022

£m

2023

£m

2022

£m

Current lease liability 60.5 66.1 1.3 1.3

Non-current lease liability 127.6 151.2 1.8 2.4

Total lease liability 188.1 217.3 3.1 3.7

The remaining contractual maturities of the lease liabilities, which are gross and undiscounted, are as follows:

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Less than one year 99.5 66.1 1.3 1.3

One to two years 49.2 50.2 1.0 0.9

Two to three years 35.1 42.8 0.6 0.8

Three to four years 24.9 28.5 0.2 0.4

Four to five years 14.5 19.9 – 0.2

More than five years 10.7 18.6 – 0.1

Total undiscounted lease liability 233.9 226.1 3.1 3.7

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30. Leases continued

Reconciliation of liabilities to cash flow arising from leases:

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Opening lease liability 217.3 269.6 3.7 5.7

Payment of lease liability (61.4) (71.7) (1.3) (2.0)

Present value of Covid-19 rent concessions and deferrals (0.7) (3.7) – 0.3

Increase due to lease additions and modifications 35.5 54.9 0.4 –

Decrease due to lease disposals and modifications (12.3) (34.7) (0.1) (0.2)

Interest expense 5.1 5.1 0.1 0.1

Foreign exchange differences 4.6 (2.2) 0.3 (0.2)

Closing lease liability 188.1 217.3 3.1 3.7

All movements in the table above are non-cash movements except for payment of lease liability (which includes both interest

and principal), which are cash movements. For a reconciliation of liabilities to cash flow arising from other financing activities

(excluding leases), refer to note 32.

31. Note to the cash flow statement

Reconciliation of operating profit to cash generated from operations.

Group Company

Note

2023

£m

Restated

2022*

£m

2023

£m

2022

£m

Operating (loss)/profit (70.1) 25.6 2.7 8.4

Adjusted for:

• Loss/(gain) on derivatives 6 10.4 (13.7) – –

• Depreciation of property, plant and equipment and

right-of-use assets 18,30 47.7 41.1 2.1 3.8

• Amortisation of intangible assets 19 8.1 7.6 3.6 3.7

• Impairment charge of property, plant and equipment, right-of-use

assets and intangible assets 44.7 24.2 0.3 –

• Impairment reversal of property, plant and equipment, right-of-use

assets and intangible assets (3.7) (8.6) – –

• Loss on disposal of property, plant and equipment 1.1 1.1 – –

• Lease modifications 11,30 (13.1) (16.8) 0.3 (0.3)

• IFRS 16 Covid-19 rent concessions (0.7) (3.7) – (0.3)

• (Decrease)/increase in onerous property related contracts provision

(net of releases on exited stores)

28 (0.7) 0.5 (1.4) 1.1

• Increase in other provisions 28 0.9 – 1.2 –

• Employee share award schemes 7 1.4 2.0 0.7 0.7

• IFRS 2 charge – FSP 9 – (0.6) – –

• Foreign exchange losses 12 (15.9) (12.3) (3.7) (4.1)

• Net release of inventory provision 23 (0.7) (0.4) – –

• Net impairment of trade receivables 24 1.7 (1.8) – –

Operating cash flow before movements in working capital 11.1 44.2 5.8 13.0

Changes in working capital:

• Decrease in inventories 21.4 16.7 – 0.2

• Decrease/(increase) in trade and other receivables 29.4 (12.4) (30.2) 81.1

• (Decrease)/increase in trade and other payables and provisions (12.5) (1.3) 33.6 (80.9)

Cash generated from operating activities 49.4 47.2 9.2 13.4

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Group cash flows arising from adjusting items are £nil (2022: £nil).

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175 Superdry plc Annual Report 2023

32. Net debt

Analysis of net debt

Group

2022

£m

Cash flow

£m

Non-cash

changes

£m

2023

£m

Cash and bank balances 25 20.5 36.9 0.8 58.2

Overdraft 26 (3.1) (32.7) – (35.8)

Cash and cash equivalents 17.4 4.2 0.8 22.4

ABL Facility 26 (18.4) (29.6) – (48.0)

Net debt (1.0) (25.4) 0.8 (25.6)

Company

2022

£m

Cash flow

£m

Non-cash

changes

£m

2023

£m

Cash and bank balances 25 – 3.4 – 3.4

Overdraft 26 – – – –

Cash and cash equivalents – 3.4 – 3.4

Non-cash changes relates to exchange gains on cash and cash equivalents. Interest of £nil (2022: £nil) has been incurred in

respect of short-term facilities.

A reconciliation of movements of liabilities to cash flows arising from financing activities excluding lease liability is

included below:

Group

2023

£m

Balance at 30 April 2022 18.4

Changes from financing cash flows:

Drawdown of ABL 160.1

Payment of interest (3.3)

Repayment of ABL (130.5)

Total changes from financing cash flows 26.3

Other changes:

Interest expense 3.3

Balance at 29 April 2023 48.0

See note 30 for an explanation of the movements in lease liabilities.

Group

2022

£m

Balance at 25 April 2021 –

Changes from financing cash flows:

Drawdown of ABL 164.7

Payment of interest (2.9)

Repayment of ABL (146.3)

Total changes from financing cash flows 15.5

Other changes:

Interest expense 2.9

Balance at 30 April 2022 18.4

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33. Financial risk management

The Company’s and Group’s activities expose it to a variety of financial risks, including market risk (including foreign currency

risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on

the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

The Group uses derivative financial instruments to hedge certain foreign exchange exposures.

Credit risk – Group accounts

Credit risk is managed on a Group basis through a shared service centre based in Cheltenham. Credit risk arises from cash

and cash equivalents, as well as credit exposures to Wholesale and to a lesser extent Store and Ecommerce customers,

including outstanding receivables and committed transactions. For Wholesale customers, management assesses the

credit quality of the customer, considering its financial position, past experience and other factors. The Group mitigates

risk in certain markets or with customers considered higher risk with payments in advance and bank guarantees, as well as

adopting credit insurance where appropriate. The Group regularly monitors its exposure to bad debts in order to minimise

risk of associated losses.

The Group is party to banking agreements that include a legal right of offset which enables the overdraft balances to be

settled net with cash balances (2023 overdrafts: £35.8m, 2022 overdrafts: £3.1m). These balances have been excluded from

contractual cash flows.

Sales to Store and Ecommerce customers are settled in cash, by major credit cards, or other online payment providers.

Credit risk from cash and cash equivalents is managed via banking with well-established banks with a strong credit rating.

Impairment of financial assets

The Group’s financial assets subject to the ECL model are primarily trade receivables.

A loss allowance is recognised based on ECL. The amount of ECL is updated at each reporting date to reflect changes in

credit risk since initial recognition.

The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical

credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment

of both the current as well as the forecast direction of conditions at the reporting date. None of the trade receivables that have

been written off are subject to enforcement activities.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group

compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on

the financial instrument at the date of initial recognition. In making this assessment, the Group considers both quantitative and

qualitative information that is reasonable and supportable, including historical experience and forward-looking information

that is available without undue cost or effort. Forward-looking information considered includes the prospects of the industries

in which the Group’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies,

relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and

forecast economic information that relate to the Group’s core operations.

In particular, the following information is considered when assessing whether credit risk has increased significantly since

initial recognition:

• an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;

• significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g., a significant

increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the

fair value of a financial asset has been less than its amortised cost;

• existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant

decrease in the debtor’s ability to meet its debt obligations;

• an actual or expected significant deterioration in the operating results of the debtor;

• significant increases in credit risk on other financial instruments of the same debtor; and

• an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor

that results in a significant decrease in the debtor’s ability to meet its debt obligations.

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33. Financial risk management continued

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a financial asset

has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the

Group has reasonable and supportable information that demonstrates otherwise.

Despite the foregoing, the Group assumes that the credit risk on a financial instrument has not increased significantly since

initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is

determined to have low credit risk if:

1. the financial instrument has a low risk of default;

2. the debtor has a strong capacity to meet its contractual cash flow obligations in the near term; and

3. adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of

the borrower to fulfil its contractual cash flow obligations.

The maximum exposure to credit risk is equal to the carrying value of the derivatives, cash and trade and other receivables.

Measurement and recognition of expected credit losses

The measurement of ECL is a function of the probability of default, loss given default and the exposure at default. The

assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking

information. The exposure at default is represented by the asset’s gross carrying value, less specific insurance held, at

the reporting date.

The ECL is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the

contract and all the cash flows that the Group expects to receive. The Group recognises an impairment gain or loss in profit

for all financial instruments with a corresponding adjustment to their carrying amount through a loss account.

Credit risk – Company accounts

The ECL model is required to be applied to the intercompany receivable balances, which are classified as held at amortised

cost. The increase in the loss allowance during the current year relates to a deterioration in the borrower’s credit risk during

the current period.

Foreign currency risk

The Group’s foreign currency exposure arises from:

• transactions (sales/purchases) denominated in foreign currencies.

• monetary items (mainly cash receivables and borrowings) denominated in foreign currencies.

• investments in foreign operations, whose net assets are exposed to foreign currency translation.

The Group is mainly exposed to US Dollar and Euro currency risks. The exposure to foreign exchange risk within each

company is monitored and managed at Group level. The Group’s policy on foreign currency risk is to economic hedge

a portion of foreign exchange risk associated with forecast overseas transactions, and transactions and monetary

items denominated in foreign currencies.

The Group’s approach is to hedge the risk of changes in the relevant spot exchange rate. The Group uses forward contracts

to hedge foreign exchange risk. As at 29 April 2023 and 30 April 2022, the Group had entered into a number of foreign

exchange forward contracts to hedge part of the aforementioned translation risk. Any remaining amount remains unhedged.

Forward exchange contracts have not been formally designated as hedges and consequently no hedge accounting has been

applied. Forward exchange contracts are carried at fair value. Currency exposure arising from the net assets of the Group’s

foreign operations are not hedged.

On 29 April 2023, if the currency had weakened or strengthened by 20% against both the US Dollar and Euro with all other

variables held constant, profit for the period would have been £19.6m (2022: £17m) higher/lower, mainly as a result of foreign

exchange gains/losses on translation of US Dollar/Euro trade receivables, cash and cash equivalents, and trade payables.

The figure of 20% used for sensitivity analysis has been chosen because it represents a range of reasonably probable

fluctuations in exchange rates.

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33. Financial risk management continued

The Group’s foreign currency exposure is as follows:

Group

2023

US Dollar

£m

2023

Euro

£m

2022

US Dollar

£m

2022

Euro

£m

Financial assets

Trade receivables 5.9 25.1 5.2 35.7

Cash and cash equivalents 0.8 8.3 7.9 5.6

Financial assets exposure 6.7 33.4 13.1 41.3

Financial liabilities

Trade payables (8.9) (9.4) (2.3) (11.4)

Lease liabilities (20.1) (81.7) (24.5) (93.9)

Overdrafts (17.8) – – (7.1)

Financial liabilities exposure (46.8) (91.1) (26.8) (112.4)

Net exposure (40.1) (57.7) (13.7) (71.1)

Cash flow interest rate risk

The Group has financial assets and liabilities which are exposed to changes in market interest rates. Changes in interest rates

impact primarily on deposits, loans and borrowings by changing their future cash flows (variable rate). Management does not

currently have a formal policy of determining how much of the Group’s exposure should be at fixed or variable rates and the

Group does not use hedging instruments to minimise its exposure. However, at the time of taking out new loans or borrowings,

management uses its judgement to determine whether it believes that a fixed or variable rate would be more favourable for

the Group over the expected period until maturity. If base interest rates had been 1% higher or lower during FY23, the net

interest charge would have increased or decreased by £0.4m. The Group’s significant interest-bearing assets and liabilities

are disclosed in notes 25 and 26.

Liquidity risk

Cash flow forecasting is performed on a Group basis by the monitoring of rolling forecasts of the Group’s liquidity

requirements to ensure that it has sufficient cash to meet operational needs. The maturity profile of the Group’s liabilities is

analysed in notes 26, 27 and 30.

The Group is party to banking agreements that include a legal right of offset which enables the overdraft balances to be

settled net with cash balances (2023: £35.8m overdraft, 2022: £3.1m overdraft). These balances have been excluded from

contractual cash flows.

In light of the external challenges currently faced by the Group, which include input price inflation, the impact of high inflation

on consumer spending and the longer-term impact of COVID-19 on consumer behaviour, the Group is closely managing cash

flows through reduced capital expenditure and tight control over day-to-day spend. There additionally continues to be a focus

on improving operational efficiency through reducing stock levels and through achieving cost savings.

In December 2022, Superdry agreed an Asset Based Lending Facility of up to £80m, limited by levels of inventory and

receivables held at any point in time, including a £30m term loan, for three years with an option to extend for one further year,

with specialist lender Bantry Bay Capital Limited, see note 26 for further details. This refinanced the previous £70m Asset

Backed Lending Facility with HSBC and BNPP, which was due to expire in January 2023.

Maturity of undiscounted financial liabilities (excluding derivatives)

The expected maturity of undiscounted financial liabilities is as follows:

2023

£m

2022

£m

In one year or less 184.0 128.7

In two to five years 1.4 2.0

The above balances relate to trade payables, other payables, accruals and overdrafts. See note 30 for analysis of

undiscounted lease liabilities .

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33. Financial risk management continued

Valuation hierarchy

The table below shows the financial instruments carried at fair value by valuation method:

Group

Level 1

£m

Level 2

£m

2023

Level 3

£m

Level 1

£m

Level 2

£m

2022

Level 3

£m

Assets

Derivative financial instruments

• forward foreign exchange contracts – 1.1 – – 9.8 –

Liabilities

Derivative financial instruments

• forward foreign exchange contracts – (2.2) – – (0.5) –

The level 2 forward foreign exchange valuations are derived from mark-to-market valuations based on observable market

data as at the close of business on 29 April 2023 and 30 April 2022.

The notional principal amount of the outstanding outright FX contracts as at 29 April 2023 was £59.7m (2022: £105.4m).

Derivative financial instruments

There is a master netting agreement in place in relation to derivatives. All cash flows will occur within 24 months (2022: 24

months). All derivative financial instruments are carried at fair value as assets when the fair value is positive and as liabilities

when the fair value is negative.

The table below analyses the Group’s and Company’s derivative financial instruments. The amounts disclosed in the table are

the carrying balances of the assets and liabilities as at the balance sheet date.

Group Company

2023

£m

2022

£m

2023

£m

2022

£m

Forward foreign exchange contracts – current 1.1 8.9 – –

Forward foreign exchange contracts – non-current – 0.9 – –

Total derivative financial assets 1.1 9.8 – –

Forward foreign exchange contracts – current 2.2 0.5 – –

Forward foreign exchange contracts – non-current – – – –

Total derivative financial liabilities 2.2 0.5 – –

The full fair value of a derivative is classified as a non-current asset or liability where the remaining maturity of the derivative is

more than 12 months and as a current asset or liability if the maturity of the derivative is less than 12 months. The fair value of

derivatives at 25 August 2023 is £0.7m.

Capital risk management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide

returns for shareholders, and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost

of capital. The Group is not subject to any externally imposed capital requirements. The Group’s strategy remains unchanged

from financial year 2022.

Consistent with others in the industry, the Group monitors capital based on the gearing ratio. This ratio is calculated as net debt

divided by total capital employed. Net debt is defined in note 35. Total capital employed is calculated as “equity” as shown in

the consolidated balance sheet plus net debt. The Group is in a net debt position on 29 April 2023 (2022: net debt position).

The Board has put in place a distribution policy which considers the degree of maintainability of the Group’s profit streams

as well as the requirement to maintain a certain level of cash resources for working capital and capital investment purposes.

If appropriate, the Board will recommend an ordinary dividend broadly reflecting the profits in the relevant period. In addition,

the Board will consider and, if appropriate, recommend the payment of a supplemental dividend alongside the final ordinary

dividend. The value of any such supplemental dividend will vary depending on the performance of the Group and the

Group’s anticipated working capital and capital investment requirements through the cycle. It is intended that, in normal

circumstances, the value of the ordinary dividends declared in respect of any year are covered at least three times by

adjusted profit after tax (see note 35 for definition). Considering the current economic climate and consistent with the FY22

decision, the Board did not propose an interim dividend and has made the decision not to recommend a final dividend for

FY23. In addition, under the terms of our recent loan facility, the Company is restricted from declaring, making or paying

dividends to shareholders without prior permission from Bantry Bay, which cannot be unreasonably withheld .

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180 Superdry plc Annual Report 2023

33. Financial risk management continued

Capital Structure

The capital structure is as follows:

Group Company

2023

£m

Restated*

2022

£m

2023

£m

2022

£m

Equity (53.1) 100.2 11.5 157.8

Cash and cash equivalents 58.2 20.5 3.4 –

Borrowings (83.8) (21.5) – –

Net cash and cash equivalents (25.6) (1.0) 3.4 –

* The Group balance sheet at 30 April 2022 has been restated to correct certain misstatements, see note 37.

Financial instruments: Asset

Group

Financial instruments by category: Assets

Assets at fair

value through

profit or loss

2023

£m

Financial

assets at

amortised cost

2023

£m

Total

2023

£m

Assets at fair

value through

profit or loss

2022

£m

Financial

assets at

amortised cost

2022

£m

Total

2022

£m

Trade and other receivables excluding

non-financial assets

– 58.1 58.1 – 74.6 74.6

Derivative financial instruments 1.1 – 1.1 9.8 – 9.8

Cash and cash equivalents – 58.2 58.2 – 20.5 20.5

Financial instruments – assets 1.1 116.3 117.4 9.8 95.1 104.9

Financial instruments: Liabilities

Group

Financial instruments by category: Liabilities

Liabilities at fair

value through

profit or loss

2023

£m

Other financial

liabilities at

amortised cost

2023

£m

Total

2023

£m

Liabilities at fair

value through

profit or loss

2022

£m

Other financial

liabilities at

amortised cost

2022

£m

Total

2022

£m

Derivative financial instruments 2.2 – 2.2 0.5 – 0.5

Lease liabilities – 188.1 188.1 – 217.3 217.3

Borrowings – 83.8 83.8 – 21.5 21.5

Trade and other payables excluding

non-financial liabilities – 101.5 101.5 – 109.1 109.1

Financial instruments – liabilities 2.2 373.4 375.6 0.5 347.9 348.4

Financial instruments: Assets

Company

Financial instruments by category: Assets

Financial

assets at

amortised

cost

2023

£m

Financial

assets at

amortised

cost

2022

£m

Trade and other receivables excluding non-financial assets 105.0 197.5

Cash and cash equivalents 3.4 –

Financial instruments – assets 108.4 197.5

Financial instruments: Liabilities

Company

Financial instruments by category: Liabilities

Other

financial

liabilities at

amortised

cost

2023

£m

Other

financial

liabilities at

amortised

cost

2022

£m

Trade and other payables excluding non-financial liabilities 238.7 204.7

Lease liabilities 3.1 3.7

Financial instruments – liabilities 241.8 208.4

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181 Superdry plc Annual Report 2023

34. Share capital

Authorised, allotted and fully paid 5p shares

Group and Company Number of shares

Value of

(£m)

29 April 2023 82,201,937 4.1

30 April 2022 82,129,177 4.1

72,760 ordinary shares of 5p were authorised, allotted and issued in the period under the Superdry share-based Long-Term

Incentive Plans, Buy As You Earn and Save As You Earn schemes, as well as under other schemes issued to certain members

of senior management. This represents the only movement in share capital in the year.

The number of shares stated above includes all Superdry Plc shares, including those held by the Supergroup Plc employee

benefit trust. See below for a summary of the shares held by the trust at 29 April 2023.

Employees Share Option Plan (ESOP)

Group and Company Number of shares

Value of

(£m)

29 April 2023 54,042 0.1

30 April 2022 768,990 2.0

During the year, the Supergroup Plc employee benefit trust issued 714,948 of Superdry Plc’s shares in order to settle current

obligations under the Group’s share-based incentive schemes. The employee benefit trust has been consolidated in the

Group and Company financial statements, with the shares recognised in a separate ESOP reserve.

35. Alternative performance measures

Introduction

The Directors assess the performance of the Group using a variety of performance measures, some are IFRS, and some are

adjusted and therefore termed ‘‘non-GAAP’’ measures or “alternative performance measures” (APMs). The rationale for using

adjusted measures is explained below. The Directors principally discuss the Group’s results on an adjusted basis. Results on

an adjusted basis are presented before adjusting items.

The APMs used in this Annual Report are adjusted operating profit and margin, adjusted profit/(loss) before tax, adjusted tax

expense and adjusted effective tax rate, adjusted earnings per share and net cash/debt.

A reconciliation from these non-GAAP measures to the nearest measure prepared in accordance with IFRS is presented

below. The APMs we use may not be directly comparable with similarly titled measures used by other companies. There have

been no changes in definitions from the prior period.

Adjusting items

The Group’s statement of comprehensive income and segmental analysis separately identify adjusted results before adjusting

items. The adjusted results are not intended to be a replacement for the IFRS results. The Directors believe that presentation

of the Group’s results in this way provides stakeholders with additional helpful analysis of the Group’s financial performance.

This presentation is consistent with the way that financial performance is measured by management and reported to the

Board and the Executive Committee. It is also consistent with the way that management is incentivised.

In determining whether events or transactions are treated as adjusting items, management considers quantitative as well as

qualitative factors such as the frequency or predictability of occurrence. Adjusting items are identified by virtue of their size,

nature or incidence.

Examples of charges or credits meeting the above definition and which have been presented as adjusting items in the current

and/or prior years include:

• the movement in the fair value of unrealised financial derivatives;

• business restructuring programmes;

• store asset impairment charges and onerous property related contracts provision;

• IFRS 2 charges in respect of Founder Share Plan (FSP).

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182 Superdry plc Annual Report 2023

35. Alternative performance measures continued

• Intangible asset impairments;

• derecognition of deferred tax assets; and

• impact on deferred tax assets/liabilities for changes in tax rates.

If other items meet the criteria, which are applied consistently from year to year, they are also treated as adjusting other items.

Adjusting items in this period

The following items have been included within ‘‘Adjusting items’’ for the period ended 29 April 2023:

Fair value remeasurement of foreign exchange contracts – financial years 2023 and 2022

The fair value of unrealised financial derivatives is reviewed at the end of each reporting period and unrealised losses/gains

are recognised in the Group statement of comprehensive income.

The Directors consider unrealised losses/gains to be adjusting items due to both their size and nature. The size of the

movement on the fair value of the contracts is dependent on the spot foreign exchange rate at the balance sheet date and

an assessment of future foreign exchange volatility applied to the relevant contract currencies, as such the size of the

movements can be substantial. The unrealised foreign exchange contracts have been entered into in order to achieve

an economic hedge against future payments and receipts and are not a reflection of historical performance.

Restructuring, strategic change and other costs – financial year 2023

The Group has undertaken a number of restructuring activities during FY23, resulting in the reduction of staff. The costs of

redundancy, together with the legal and advisor costs associated with the restructure projects have been classified as

adjusting items.

Store asset impairment and onerous property related contracts provision – financial years 2023

and 2022

A store asset impairment and onerous property related contracts provision review was performed during the year across the

Group’s store portfolio. An adjusting net impairment charge of £41.0m of property, plant and equipment, intangible assets and

right-of-use assets has been made on the basis that the recoverable amount is less than the carrying value. In addition, an

onerous property contract charge of £2.3m has been recognised.

A similar exercise was performed in financial year 2022 across all store assets, resulting in a property, plant and equipment,

intangible assets and right-of-use assets impairment of £16.8m and an onerous property related contracts provision charge

of £1.5m.

The Directors consider the store impairment and onerous property related contracts provision to be an adjusting item due to

the materiality of the charge. See notes 2 and 6 for further details.

Founder Share Plan (FSP) – IFRS 2 charge – financial years 2023 and 2022

While there are no cost or cash implications for the Group, the Founder Share Plan (FSP) falls within the scope of IFRS 2.

The Group has included the IFRS 2 charge and related deferred tax movement in relation to the FSP within adjusting items

for the prior period.

The Directors consider the plan to be one-off in nature and unusual in that the share awards are being funded exclusively by

the Founders. While the charge is spread over a few financial years, the plan is a one-time scheme. Accordingly, the IFRS 2

charge in respect of the FSP is an adjusting item due to the size, nature and incidence of the scheme. There are no known

recent examples within quoted companies of incentive arrangements operating in a similar way to the FSP. While unusual in

terms of size, the plan is also unusual regarding its treatment in what is essentially a personal arrangement, with no net cost or

cash and minimal administrative burden to the Company. There are no other adjustments anticipated in respect of the scheme

other than the IFRS 2 charge.

Therefore, the Directors consider the charge to be significant in terms of its potential influence on the readers’ interpretation

of the Group’s financial performance. The scheme ended in January 2022, with none of the vesting criteria met. Accordingly,

no further expense or credit will be recognised in profit and loss in respect of the scheme in future periods. See note 9 for

further details of the FSP.

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183 Superdry plc Annual Report 2023

35. Alternative performance measures continued

Adjusted operating (loss)/profit and margin

In the opinion of the Directors, adjusted operating profit and margin are measures which seek to reflect the performance

of the Group that will contribute to long-term sustainable profitable growth. The Directors focus on the trends in adjusted

operating profit and margins, and they are key internal management metrics in assessing the Group’s performance. As such,

they exclude the impact of adjusting items.

A reconciliation from operating profit, the most directly comparable IFRS measure, to the adjusted operating profit and margin

is set out below.

2023

£m

Restated*

2022

£m

Reported revenue 622.5 609.6

Operating (loss)/profit (70.1) 25.6

Adjusting items 56.8 4.0

Adjusted operating (loss)/profit (13.3) 29.6

2023

£m

2022

£m

Operating margin (11.3%) 4.2%

Adjusted operating margin (2.1%) 4.9%

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Adjusted (loss)/profit before tax

In the opinion of the Directors, adjusted (loss)/profit before tax is a measure which seeks to reflect the performance of the

Group that will contribute to long-term sustainable profitable growth. As such, adjusted (loss)/profit before tax excludes the

impact of adjusting items. The Directors consider this to be an important measure of Group performance and is consistent

with how the business performance is reported to and assessed by the Board and the Executive Committee.

A reconciliation from (loss)/profit before tax, the most directly comparable IFRS measure, to the adjusted (loss)/profit before

tax is set out below.

2023

£m

Restated*

2022

£m

(Loss)/profit before tax (78.5) 17.6

Adjusting items 56.8 4.0

Adjusted (loss)/profit before tax (21.7) 21.6

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Adjusted tax expense and adjusted effective tax rate

In the opinion of the Directors, adjusted tax expense is the total tax charge for the Group excluding the tax impact of

adjusting items. Correspondingly, the adjusted effective tax rate is the adjusted tax (expense)/credit divided by the adjusted

(loss)/profit before tax.

These measures are an indicator of the ongoing tax rate of the Group.

A reconciliation from tax expense, the most directly comparable IFRS measures, to the adjusted tax expense is set out below:

2023

£m

Restated*

2022

£m

Adjusted (loss)/profit before tax (21.7) 21.6

Tax (expense)/credit (69.6) 4.8

Adjusting items – current tax – –

Adjusting items – deferred tax – 3.0

Adjusted tax (expense)/credit (69.6) 7.8

Adjusted effective tax rate (320.7)% 36.1%

* The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

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184 Superdry plc Annual Report 2023

35. Alternative performance measures continued

Net cash/(debt)

In the opinion of the Directors, net cash/debt is a useful measure to monitor the overall cash position of the Group. It is

the total of all short and long-term loans and borrowings, less cash and cash equivalents. See note 32 for the Group’s net

cash/(debt) position. This position is exclusive of financial liabilities in relation to IFRS 16.

Adjusted EPS

In the opinion of the Directors, adjusted earnings per share is calculated using basic earnings, adjusted to exclude adjusting

items net of current and deferred tax. See note 16 for the Group’s adjusted EPS.

36. Government assistance

The Group received government support within the UK and EU territories during the current and prior years in response to the

Covid-19 pandemic. This included: deferring tax payments; obtaining reductions in business rates from the UK government;

seeking compensation for lost revenue and subsidies to cover fixed costs; and placing staff on furlough during the periods

of store closures.

Furlough support across all territories of £1.2m was recognised in the year (2022: £0.3m), through the UK’s Coronavirus

Job Retention Scheme (CJRS) and equivalent schemes in other countries. A provision of £0.4m (2022: £1.6m) has been

recognised to cover any existing furlough related clawbacks.

The business rates reductions from the UK government totalled £nil (2022: £4.6m).

Lost revenue and subsidy support in the UK and other territories of £0.2m has been recognised in the year (2022: £1.7m).

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions

attached to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as

expenses the related costs for which the grants are intended to compensate. The value is netted off against costs in selling,

general and administrative expenses.

37. Prior-year adjustments

The financial statements for the prior financial year have been restated to incorporate the impact of misstatements to

balances at the year-end and in the brought forward balance sheet position at the end of FY21. The misstatements impact

the values of Other receivables, Property, plant and equipment and Intangible assets.

During the current financial year the Company have undertaken a full review of the realisability of debtor balances. Following

this review, it has been established that the Other receivables balance has been overstated in the prior year and earlier

periods due to historically inconsistent information flows and manual data management for our E-commerce debtor balances,

resulting in charges that have not been recognised in the Group statement of comprehensive income and incorrect foreign

exchange calculations. The adjustments impact the prior year balance sheet, reducing the Other receivables balance by

£4.9m, comprising an additional charge of £1.5m to profit and loss for FY22 and a reduction of £3.4m to the brought

forward retained earnings at the end of FY21.

In addition, it has been established that on disposal of impaired assets, the gross value of the assets, accumulated amortisation

and associated impairments have not been correctly removed from the prior year balance sheet. As a result, property, plant

and equipment and intangible assets in the prior year have been restated to correctly remove the gross assets and associated

amortisation disposed, and to reflect the removal of the associated impairments on disposed properties. At the end of FY22,

these adjustments have increased property, plant and equipment by £1.0m and intangible assets by £0.2m, with a corresponding

credit to selling, general and administrative expenses.

The following tables summarise the impact of the adjustments on the consolidated financial statements for the 53 weeks

ended 30 April 2022:

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185 Superdry plc Annual Report 2023

37. Prior-year adjustments continued

Group Statement of Comprehensive Income

For the 53 weeks ended 30 April 2022

As previously

reported

2022

£m

Adjustments

2022

£m

Restated

2022

£m

Revenue 609.6 – 609.6

Cost of sales (267.0) (1.2) (268.2)

Gross profit 342.6 (1.2) 341.4

Selling, general and administrative expenses

(361.2) 0.9 (360.3)

Other costs and gains net of finance costs

36.5 – 36.5

Income tax credit 4.8 – 4.8

Profit for the period 22.7 (0.3) 22.4

Pence per share Pence per share Pence per share

Earnings per share – Basic 27.7 (0.3) 27.4

Earnings per share – Diluted 26.7 (0.3) 26.4

* During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from

selling general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects selling, general and

administrative expenses. Prior financial year comparatives of £12.0m have been restated to align to the current financial year approach, as noted at

the foot of the Group Statement of Comprehensive income.

Consolidated balance sheet

At 30 April 2022

As previously

reported

2022

£m

Adjustments

2022

£m

Restated

2022

£m

Property, plant and equipment 22.4 1.0 23.4

Intangible assets 42.3 0.2 42.5

Trade and other receivables 117.5 (4.9) 112.6

Other assets 309.5 – 309.5

Total assets 491.7 (3.7) 488.0

Current liabilities (226.0) – (226.0)

Non-current liabilities (161.8) – (161.8)

Total liabilities (387.8) – (387.8)

Net assets 103.9 (3.7) 100.2

Retained earnings 256.7 (3.8) 252.9

Translation reserve (1.6) 0.1 (1.5)

Share capital and other reserves (151.2) – (151.2)

Total equity 103.9 (3.7) 100.2

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186 Superdry plc Annual Report 2023

37. Prior-year adjustments continued

At 30 April 2021

As previously

reported

2021

£m

Adjustments

2021

£m

Restated

2021

£m

Property, plant and equipment 29.4 – 29.4

Intangible assets 41.7 – 41.7

Trade and other receivables 102.3 (3.4) 98.9

Other assets 338.8 – 338.8

Total assets 512.2 (3.4) 508.8

Current liabilities (232.5) – (232.5)

Non-current liabilities (189.3) – (189.3)

Total liabilities (421.8) – (421.8)

Net assets 90.4 (3.4) 87.0

Retained earnings 233.0 (3.5) 229.5

Translation reserve 6.6 0.1 6.7

Share capital and other reserves (149.2) – (149.2)

Total equity 90.4 (3.4) 87.0

There is no impact on the consolidated cash flow statement for the period ended 30 April 2022. Due to unrecognised tax

losses, there is also no impact on current or deferred tax.

38. Post balance sheet events

Sale of intellectual property for certain Asia Pacific countries

On 22 March 2023, the Group announced that it had entered into an agreement with Cowell Fashion Company Ltd to dispose

of its intellectual property assets in certain countries within the Asia Pacific region, for an upfront fee of USD50 million. The

transaction constituted a Class 1 transaction for Superdry under the FCA’s Listing Rules and, at the year-end, completion

of the disposal was conditional upon the approval of Superdry’s shareholders at a general meeting of the Company. The

disposal was approved at a General Meeting of the Company’s shareholders held on 30 May 2023 and the proceeds of

the disposal were received on 31 May 2023.

The Agreement means Cowell will own and use the Superdry brand in key APAC markets. As at 29 April 2023, the carrying

value of the assets disposed of in the transaction was £nil.

Equity raise

On 2 May 2023, the Company announced the successful completion of an equity raise, raising gross proceeds of approximately

£12.0m through a Placing and separate Retail Offer. In aggregate, the Equity Raise comprised 15,700,000 New Ordinary Shares,

representing approximately 19.1 per cent of the Company’s issued share capital at that date. The placing of 14,489,642 shares

raised gross proceeds of approximately £11.1m at an issue price of 76.3 pence per share and retail investors have subscribed

for a total of 1,210,358 shares at the issue price, raising gross proceeds of approximately £0.9m.

Secondary Lending Facility

On 7 August 2023 the Group agreed a secondary lending facility of up to £25m with Hilco Capital Limited at an interest rate of

10.5% + Bank of England base rate on any drawn balance and a flat rate of 2% on any undrawn amounts. Similar to the Bantry

facility, the ability to borrow is linked to the levels of both inventories and trade receivables. The facility expires on 7 August

2024 with an option to extend.

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187 Superdry plc Annual Report 2023

39. Details of related

undertakings

Superdry plc (the Company) is a

public company limited by shares

incorporated in the United Kingdom

under the Companies Act and is

registered in England and Wales.

The address of the Company’s

registered office is shown below.

Details of related undertakings

including principal activity, country

of incorporation and percentage of

shares held by the Company are

listed in note 20. The ultimate parent

company and controlling party is

Superdry plc. The primary activity

of Superdry plc is to be the ultimate

parent of the subsidiaries and incur

expenses in relation to being a plc.

The registered office address of each

related undertaking is listed below:

Superdry plc

C-Retail Limited

DKH Retail Limited

SuperGroup Concessions Limited

SuperGroup Internet Limited

Unit 60 The Runnings

Cheltenham

Gloucestershire

GL51 9NW

United Kingdom

Europe

SuperGroup Europe BVBA

SuperGroup Belgium NV

SuperGroup Belgium Finance NV

Industrielaan 3

1702 Dilbeek

Brussels

Belgium

Superdry Germany GmbH

Sendlinger Str.6

80331

Munich

Germany

Superdry France SARL

16 Rue Portalis

75008

Paris

France

SuperGroup Netherlands BV

SuperGroup Netherlands Retail BV

Nieuwstraat 156

5126CH

Gilze

The Netherlands

SuperGroup Retail Spain S.L.U

C/Sancho de avila

Num. 52-58

Planat 2, Puerta 1-2

08018

Barcelona

Spain

SuperGroup Retail Ireland Limited

c/o Egan O’Reilly Solicitors

19, Upper Mount Street

Dublin 2

Ireland

SuperGroup Sweden AB

c/o CorpNordic Sweden AB

Box 16285

103 25 Stockholm

Sweden

Superdry Norway A/S

Dronningens gate 8B

0151 Oslo

Norway

Superdry Retail Denmark A/S

Emdrupvej 26 1. Sal

2100 København Ø

Denmark

Horace

703 Route Nationale

83310

Grimaud

France

Asia

SuperGroup India Private Limited

401-407 (4th Floor), Tolstoy House

Tolstoy Marg

New Delhi – 110001

India

Superdry Mumessillik Hizmet ve

Ticaret Limited Sirketi

Baglar Mahallesi Yavuz Sultan Selim

Caddesi Canel

Plaza no: 15

Kat 9 Bagcılar-istanbul

Turkey

Superdry Hong Kong Limited

1106-8, 11th Floor, Tai Yau Building

No 181 Johnston Road

Wanchai

Hong Kong

Trendy & Superdry Holding Limited

13th Floor Gloucester Tower

The Landmark

15 Queen’s Road

Central

Hong Kong

North America

Superdry Retail LLC

Superdry Wholesale LLC

SuperGroup USA Inc

160 Greentree Drive

Suite 101

Dover

DE 19904

USA

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

187

Superdry plc Annual Report 2023

Our Financials → Five Year History

Five Year History

188 Superdry plc Annual Report 2023

(Unaudited)

2019

£m

2020

£m

2021

£m

Restated ***

2022

£m

2023

£m

Revenue 871.7 704.4 556.1 609.6 622.5

Cost of sales (391.3) (326.5) (263.0) (268.2) (294.1)

Gross profit 480.4 377.9 293.1 341.4 328.4

Selling, general and administrative expenses – adjusted (447.0) (412.1) (321.6) (342.6) (372.7)

Impairment (losses)/credit on trade receivables – (9.2) 3.8 1.8 (1.7)

Other gains and losses (net) – adjusted 10.8 9.1 19.3 29.0 32.7

Operating profit/(loss) before adjusting items – adjusted 44.2 (34.3) (5.4) 29.6 (13.3)

Adjusting items (net) (116.3) (125.1) (24.1) (4.0) (56.8)

Operating profit/(loss) (72.1) (159.4) (29.5) 25.6 (70.1)

Finance costs (net) (1.0) (7.5) (7.2) (8.0) (8.4)

Impairment losses on financial assets (10.0) – – – –

Share of loss in investment/joint venture (6.2) – – – –

Profit/(loss) before tax (89.3) (166.9) (36.7) 17.6 (78.5)

Tax (expense)/credit (12.4) 23.5 0.6 4.8 (69.6)

Profit/(loss) for the period (101.7) (143.4) (36.1) 22.4 (148.1)

Profit attributable to non-controlling interests – – – – –

Profit/(loss) attributable to equity shareholders (101.7) (143.4) (36.1) 22.4 (148.1)

Adjusted profit/(loss) before tax 38.0 (41.8) (12.6) 21.6 (21.7)

Basic earnings per share (pence) (124.2) (174.9) (44.0) 27.4 (181.3)

Adjusted basic earnings per share (pence) 32.4 (43.5) (19.4) 35.9 (111.8)

Weighted average number of shares (m)** 81.9 82.0 82.0 81.9 81.7

* Financial year 2020 includes the implementation of IFRS 16. The comparative periods have not been restated for this.

** Financial Year 2022 states weighted average number of shares after the deduction of Superdry Plc shares held in trust by Supergroup Plc Employee

Benefit Trust.

*** The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37.

Our Financials → Five Year History

188

Superdry plc Annual Report 2023

Consultancy and design by Black Sun Global

www.blacksun-global.com

This report is printed on paper certified in accordance with the FSC®

(Forest Stewardship Council®) and is recyclable and acid-free.

Pureprint Ltd is FSC certified and ISO 14001 certified showing that it

is committed to all round excellence and improving environmental

performance is an important part of this strategy.

Pureprint Ltd aims to reduce at source the effect its operations have

on the environment and is committed to continual improvement,

prevention of pollution and compliance with any legislation or

industry standards.

Pureprint Ltd is a Carbon / Neutral® Printing Company.

CBP020184