FRASERS GROUP PLC
ANNUAL
REPORT &
ACCOUNTS
2026
FRASERS GROUP PLC
ABOUT FRASERS GROUP
FRASERS GROUP PLC
2
ABOUT
FRASERS GROUP
Frasers Group started as a small
store in Maidenhead in 1982 and
from there, grew to become an
international powerhouse. As
the business evolved, 2019 saw
the rebrand of Sports Direct
International to Frasers Group;
a reflection of the Group’s
growth and change in market
identity.
Led by Chief Executive Michael Murray, the business is set
on a formidable upwards trajectory as it continues to
expand with its pioneering approach to retail. Frasers
Group provides consumers with access to the world’s best
sports, premium and luxury brands with a vision to build
the planet’s most admired and compelling brand
ecosystem. With over 33,000 employees, Frasers Group’s
workforce is incredibly motivated and inspired to drive the
success of the Group.
As a leader in the industry, Frasers Group is committed to
rethinking retail by driving digital innovation and providing
unique store experiences to its consumers globally.
Mission Statement
We are building the planet’s most admired and compelling
brand ecosystem.
Business Ethos
We do not run the business for the short term but work to
ensure we deliver shareholder value over the medium to
long-term, whilst adopting accounting principles that are
conservative, consistent and simple.
Our Impact Since 2007
We became a listed public company in 2007. In the
years since we floated, the Group has greatly
contributed to the British economy.
This includes:
£298M
Approx. £298m paid in colleague share bonuses
33,000
Have over 33,000 colleagues worldwide, over
20,000 of which are in the UK
£1,180M
Contributed approx. £1,180m in UK Corporation
Tax
£3,020M
Contributed approx. £3,020m in VAT and Duty
£328M
Contributed approx. £328m in NI employer
contributions
Outlook
The Group’s strategic ambitions remain unchanged,
including our continued international expansion.
We recently launched a voluntary public takeover
offer for HUGO BOSS and an on-market takeover
offer for Accent Group. As these transactions remain
ongoing and may, depending on the level and
timing of acceptances, lead to a variety of outcomes,
the Board considers that it is not appropriate to
provide financial guidance for FY27 at this time. We
will review the position at half year as appropriate.
ABOUT FRASERS GROUP
FRASERS GROUP PLC
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CONTENTS
FRASERS GROUP PLC
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CONTENTS
1.
HIGHLIGHTS AND
OVERVIEW
02
About Frasers Group
03
Contents
04
Highlights
06
Headlines
2.
STRATEGIC REPORT
08
Chair’s Statement
10
Our Business
12
Our Strategy - To Build the Planet’s Most
Admired and Compelling Brand Ecosystem
18
Key Performance Indicators
20
Chief Executive’s Report and Business Review
27
Financial Review
32
Non-Financial and Sustainability Information
33
Workers’ Representative Report
34
ESG Report (Including TCFD)
49
S172 Statement
51
Principal Risks and Uncertainties
66
Viability Statement
3.
GOVERNANCE
68
Corporate Governance Report
76
The Board
81
Nomination Committee Report
84
Remuneration Report
94
Audit Committee Report
103
Directors’ Report
108
Directors’ Responsibility Statement
4.
GROUP FINANCIAL
STATEMENTS
109
Independent Auditor’s Report
to the Members of Frasers Group Plc
118
Consolidated Income Statement
119
Consolidated Statement of
Comprehensive Income
120
Consolidated Balance Sheet
121
Consolidated Cash Flow Statement
122
Consolidated Statement of
Changes in Equity
123
Notes to the Financial Statements
5.
COMPANY FINANCIAL
STATEMENTS
201
Company Balance Sheet
202
Company Statement of Changes in Equity
203
Notes to the Company
Financial Statements
6.
GLOSSARY
208
Company Directory
209
Shareholder information
HIGHLIGHTS
FRASERS GROUP PLC
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HIGHLIGHTS
Elevation strategy delivering growth: Another strong increase in
retail profit, further progress for gross margin %, International and
Frasers Plus.
HIGHLIGHTS
FRASERS GROUP PLC
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HIGHLIGHTS
FRASERS GROUP PLC
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FY26
FY25
(2)
Change
Income statement summary
UK Sports Retail
£2,570.2m
£2,698.1m
(4.7%)
Premium Lifestyle
£975.7m
£1,048.2m
(6.9%)
International Retail
£1,603.6m
£1,007.4m
59.2%
Retail revenue
£5,149.5m
£4,753.7m
8.3%
Property
£96.0m
£61.9m
55.1%
Financial Services
£80.4m
£85.3m
(5.7%)
Group revenue
£5,325.9m
£4,900.9m
8.7%
Retail gross margin
47.1%
45.6%
+150 bps
Group gross margin
48.4%
46.8%
+160 bps
Retail operating costs
(£1,515.1m)
(£1,418.9m)
(6.8%)
Retail profit from trading
£912.5m
£747.3m
22.1%
Other operating costs
(£71.4m)
(£78.1m)
8.6%
Fair value adjustments to investment properties
£14.8m
£13.1m
13.0%
Gain on disposal of properties
£1.6m
£0.5m
220.0%
Group profit from trading
£1,005.9m
£807.9m
24.5%
Depreciation & amortisation
(£340.4m)
(£273.9m)
(24.3%)
Impairments net of impairment reversals
(£249.9m)
£9.6m
(2,703.1%)
Share-based payments
(£4.5m)
(£0.8m)
(462.5%)
Foreign exchange realised
(£24.8m)
£14.7m
(268.7%)
Operating profit
£386.3m
£557.5m
(30.7%)
Reported profit before tax ("PBT") from continuing operations
£527.8m
£379.9m
38.9%
Result from discontinued operations
£32.4m
£5.8m
Fair value adjustment to derivative financial instruments
(£51.3m)
£46.8m
Fair value gains and losses on disposal of equity derivatives
(£0.2m)
£141.6m
Foreign exchange realised
£24.8m
(£14.7m)
Share-based payments
£4.5m
£0.8m
Adjusted profit before tax ("APBT”)
(1)
£538.0m
£560.2m
(4.0%)
Reported basic earnings per share ("EPS")
86.7p
67.5p
28.4%
Adjusted basic EPS
(1)
83.3p
98.1p
(15.1%)
Balance Sheet summary
Property, plant & equipment
£1,426.1m
£1,097.2m
30.0%
Investment property
£852.2m
£513.3m
66.0%
Long-term financial assets
£516.0m
£959.1m
(46.2%)
Investments in associated undertakings
£764.1m
£36.4m
1,999.2%
Inventories (net of provision)
£1,279.8m
£1,128.3m
13.4%
Net assets
£2,452.7m
£1,988.1m
23.4%
Net assets per share
£5.47
£4.41
24.0%
Cashflow & capital allocation
Cash inflow from operating activities before working capital
£946.4m
£800.4m
18.2%
Net capital expenditure
(£651.0m)
(£386.4m)
(68.5%)
Purchase of listed investments, net of disposal proceeds
(£147.4m)
(£694.0m)
78.8%
Purchase and disposal of subsidiary undertakings and associates
(£246.9m)
(£48.9m)
(404.9%)
Purchase of own shares
(£18.1m)
-
(1)
This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP measure in note 4 to the consolidated financial statements. Adjusted EPS is discussed in note 13 to the
consolidated financial statements.
(2)
Restated to reflect the classification of the results of Coventry Arena as a discontinued operation.
Please refer to note 1 of the consolidated financial statements for further details.
HEADLINES
FRASERS GROUP PLC
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HEADLINES
+8.7%
Revenue up 8.7% to £5,325.9m
£5,325.9M
1.
Focus on Underlying
Profitable Growth
Revenue up 8.7% to £5,325.9m, driven by international
revenue growth of 59.2%.
APBT
(1)
decreased by 4.0% to £538.0m, as a £259.5m
increase in impairments of tangible and intangible
fixed assets, £34.7m of impairments of investments
in associates, and a £37.5m increase in net bank
interest costs were partially offset by a £33.8m gain
from the disposal of the Coventry Arena, a £117.7m
increase in premiums from strategic investments,
£34.0m of extra provision releases year-on-year, and
a £51.6m increase in share of profit from associates.
Reported PBT of £527.8m, an increase of 38.9%.
Year-on-year increase largely due to the non-repeat
fair value losses on equity derivatives held in relation
to strategic investments.
Group and retail gross margin % up 160bps and
150bps respectively year-on-year, driven by improved
product access and retail mix in both UK Sports
(+290bps improvement) and Premium Lifestyle
(+290bps improvement), as the core Sports Direct
and Flannels businesses continue to grow as a
proportion of group sales.
UK Sports profit from trading up £83.6m (17.6%) to
£559.4m, assisted by reduction in legal and regulatory
provisions.
Green shoots in the luxury market as Flannels returned
to sales growth and Premium Lifestyle delivered a
+290bps gross margin % through a more relevant
product offering and improved inventory holding at
Flannels.
Retail profit from trading up 22.1% to £912.5m, largely
driven by underlying growth in UK Sports, the
additional provision releases noted above, and the
impact of international acquisitions, which add £53.7m
to profit from trading due to IFRS 16 excluding rent
costs from this measure.
Disposed of the non-core, Coventry Arena business
for £50m, generating a £33.8m gain on disposal.
Added
HUGO BOSS & Accent Group added
£49.7m to APBT in FY26.
£49.7M
2.
Elevation Strategy,
Best Brands
and
International Expansion
Continue to invest in Sports Direct, demonstrated by
the opening of our biggest flagship store in Liverpool.
Driving even stronger relationships with the biggest
global brands, including with strategic brand partners
Nike, Adidas and HUGO BOSS, as evidenced by the
increase in gross margin %.
Successfully completed acquisitions of Holdsport in
South Africa, XXL in the Nordics and recently opened
our first stores with partners in Malta, Australia and
the Middle East as we continue to build a platform
for global growth.
Disposal of Sports Direct Malaysia completed post
year-end for consideration of $150m. The deal
includes a long-term royalty agreement with Map
Active.
Invested in The Webster, a leading luxury multi-brand
retailer in the US, further strengthening our global
luxury brand partnerships.
Further UK property investments at attractive yields
to satisfy our occupational demand, with new
shopping centres and retail park acquisitions including
sites at Swindon and Braehead. After year-end,
completed the £370m acquisition of East Midlands
and York retail outlets.
Board appointments at HUGO BOSS and Mulberry
during FY26. Associate accounting for the Group’s
holdings in HUGO BOSS and Accent Group added
£49.7m to APBT in FY26.
HEADLINES
FRASERS GROUP PLC
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Basic EPS of 86.7p, an increase of 19.2p (28.4%)
year-on-year, reflecting the increase in reported PBT
partially offset by an increase in effective tax rate.
Adjusted EPS
(1)
of 83.3p decreased by 14.8p (15.1%)
reflecting the reduction in APBT and the increase in
effective tax rate, largely due to the tax impact of
significant goodwill impairments.
HEADLINES
FRASERS GROUP PLC
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Increase
net assets increased from £1,988.1m
£2,452.7M
Savings
net cost-savings and synergies
£20.3M
Increase
(£847.5m at FY25)
£1,168.1M
5.
Strong
Balance Sheet
and
Cash Flow
3.
Operational
Integrations
and
Automation
Synergies
4.
Frasers Plus
The Group’s strategy continues to be underpinned by
a strong balance sheet with net assets increasing to
£2,452.7m from £1,988.1m and net assets per share
increasing to £5.47 from £4.41 at FY25.
Cash inflow from operating activities before working
capital movements of £946.4m has enabled the Group
to continue to invest in its retail proposition,
international acquisitions, Frasers Plus, our property
portfolio and strategic partnerships such as HUGO
BOSS and Accent Group. Our holding in HUGO BOSS
increased to 25.0% in FY26 and to 26.1% post
year-end, whilst we also increased our investment in
Accent Group to 22.9%.
Delivered £20.3m of underlying net cost-savings and
synergy benefits despite significant increases in staff
costs driven by increases to National Minimum Wage
and Employers’ National Insurance which came into
effect in April 2025 and April 2026.
Efforts under way to realise synergies from recent
international acquisitions.
Continued progress towards our long-term ambitions
of delivering £1bn+ in sales, £600m in credit balances,
a greater than 15% yield, and over 2 million active
Frasers Plus customers (excluding any third-party
partnerships). £340.0m of retail sales were made on
Frasers Plus in FY26 (FY25: £195.0m). The business
ended FY26 with 1.1m active customers (FY25: 0.6m)
and Frasers Plus accounted for 20.5% of UK online
sales, compared to 12.0% at FY25. Encouraging
improvements seen in store uptake during FY26, and
Net debt excluding securitisation increased to
£1,168.1m (£847.5m at FY25), reflecting capital
expenditure, international acquisitions and strategic
investments in FY26.
We secured a new £3.0bn Term Loan and Revolving
Credit Facility in July 2025 with a three-year tenor
and the option to extend by a further two years subject
to lender consent. The facility allows for increases of
up to £0.5bn and we have recently agreed to extend
the term by a year to July 2029. The facility currently
stands at £3.3bn.
HEADLINES
FRASERS GROUP PLC
7
Cash offer of EUR€38.00 per share for entire share
capital of HUGO BOSS post year-end. Frasers is a
long-term investor in HUGO BOSS and remains
supportive of both Stephan Sturm, the chair of the
supervisory board, and Daniel Grieder, Chief Executive
Officer, in pursuit of their sustainable growth strategy
whilst continuing to build brand equity. Frasers
believes that increasing its investment in HUGO BOSS
will create value for Frasers’ shareholders.
Cash offer of AUD$0.65 per share for entire share
capital of Accent Group post year-end. Frasers is a
great believer in the strength of the brands sold
through Accent’s retail network and has very
successful commercial relationships with most of the
brand owners through its existing global business.
Frasers is highly confident in the long-term potential
of the brands in the Australian market.
StudioPay exit now complete.
The business is currently
exceeding its 15% target on yield.
Accelerating growth plans and continuing to evolve
our proposition with a number of the Group’s retail
outlets being branded as Frasers Plus outlets and
benefits such as free parking being offered to Frasers
Plus members.
Increase
Active customers, up from 0.6M in FY25
£1.1M
CHAIR’S STATEMENT
FRASERS GROUP PLC
8
Elevation Strategy
Under Michael Murray’s leadership, the Elevation Strategy
continues to go from strength-to-strength, driving growth
across the business and reinforcing the Group’s resilience
and overall proposition. Through innovative retail concepts
and an enhanced store estate, M&A and international
expansion, strategic property investments, and the growth
of our financial services business, we have delivered
progress against our key priorities this year.
We have also advanced the Group’s digital transformation
this year, harnessing AI integrations to deliver a more
integrated and connected retail ecosystem that meets the
needs of our partners and our customers wherever and
however they choose to shop.
International Expansion
FY26 was a significant year for the Group’s international
expansion as we brought Sports Direct to new regions
across the globe – opening stores in Australia, Bulgaria,
Indonesia, Dubai, Malta, the Nordics and more. Strategic
acquisitions in new markets, such as XXL in the Nordics,
Holdsport in South Africa, and post year end, Hervis’
Romania and Hungary operations, and deepened
relationships with trusted global partners like MapActive,
GMG, Hudson and Accent Group, will continue to bring our
ambitious international growth strategy to fruition as we
head into FY27.
Strategic partnerships provide a strong platform for our
continued international expansion and, as such, we hosted
our first ever Partner Week this year. It brought together
strategic partners from across the globe for a week of
discussion, learning and integration as we align visions to
continue unlocking growth and international expansion
for Frasers Group.
Strategic Investments
The Group continues to execute a clear and disciplined
M&A strategy with strategic investments forming a key
pillar in driving long-term growth as we build the world’s
most admired and compelling brand ecosystem. In FY26,
we continued our long-standing collaboration with HUGO
BOSS through the appointment of Michael Murray to their
Supervisory Board. Post year-end we have also made cash
offers for the entire share capital of both Hugo Boss and
Accent, which the Board believe will create value for the
Group’s shareholders.
Property
We remain confident and committed to our property
strategy, which consistently delivers strong returns and
unlocks new growth opportunities. Property investments
reinforce the Group’s long-term commitment to investing
in physical retail across the UK. In FY26, we made several
strategic property acquisitions including Braehead and
Swindon, and acquired York and East Midland outlets after
year-end, as we aim to support key brand partners’ outlet
strategies and serve customers with the best value and
product offerings.
Financial Services
A key pillar of the Elevation Strategy, Frasers Plus supports
our diversified business model by broadening revenue
streams, enhancing customer lifetime value, and reinforcing
the resilience of the Group. We are making strong progress
towards our long-term ambition of generating £1bn+ in
sales, £600m in credit balances, a greater than 15% yield,
and reaching over 2 million active Frasers Plus customers.
INTRODUCTION
It is a privilege to write my first statement as Chair of
the Group, having joined the Board on 24 June 2024 and
subsequently been appointed as Chair on 1 September
2025. Since taking on this position, I have spent
time engaging with directors, management and key
stakeholders to understand the business, its operations,
and strategic priorities, and I am certainly encouraged
by my findings.
Amidst a challenging macroeconomic environment
and geopolitical uncertainties, FY26 has been another
consistent year for Frasers Group, standing testament to
the Group’s senior leadership team and commitment to
maximising shareholder value.
CHAIR’S STATEMENT
CHAIR’S STATEMENT
FRASERS GROUP PLC
9
Sustainability
We are working to integrate sustainability considerations
into our long-term business strategy and operating model,
recognising the potential risks and opportunities associated
with climate change and broader environmental impacts.
During the year, we continued to develop our approach to
decarbonisation, aligned to our Science Based Targets
initiative (SBTi)-validated targets. These targets provide a
defined framework to guide emissions reductions across
our operations and value chain and support our ambition
to achieve net zero by 2050.
Our near- and long-term targets include:
•
A 58.8% absolute reduction in Scope 1 and 2 emissions
by FY34
from an FY23 baseline
•
A 63.8% reduction in Scope 3 emissions intensity (per
£1m of value added) by FY34
•
Net zero emissions across the value chain by 2050
,
including a 90% reduction in Scope 1 and 2 emissions
and a 97% reduction in Scope 3 emissions from an FY23
baseline
SBTi validation confirms that these targets are aligned with
climate science and relevant sector pathways. Achievement
of these targets will depend on progress across a number
of areas, including energy efficiency, renewable energy
sourcing, supplier engagement, and product-level emissions
reduction.
We are continuing to develop our transition planning
approach to support delivery of these targets. This includes
ongoing work to enhance governance, improve data quality,
and better incorporate climate considerations into business
decision-making processes. Progress will be reported in
line with applicable regulatory requirements.
Our People
Our people and culture are integral to the Group’s success.
We have built Frasers Group into a business that creates
opportunities for our employees to learn, grow and have
a rewarding career. We will continue to invest in programmes
that support the health and wellbeing of our teams.
We’re building a culture where performance is recognised
and rewarded and where determination, drive and hard
work are celebrated in meaningful ways. Our Fearless 1200
programme and Frasers Champions initiatives are central
to this, rewarding colleagues with financial incentives and
empowering colleagues from across the business to live by
our values – Own It, Think Without Limits, Be Relevant.
Outlook
FY26 has been a year of delivering on our objectives and
I am confident that under the Group’s current strategic
direction, we can look forward to continued business growth
and development in FY27.
Jonathan Thompson
Sir Jonathan Thompson
Non-Executive Chair of the Board
15
th
July 2026
OUR BUSINESS
FRASERS GROUP PLC
10
OUR BUSINESS MODEL
Founded as a single store in Maidenhead in 1982, Frasers
Group plc today operates a diversified portfolio of sports,
fitness, Premium Lifestyle and luxury store fascias.
The
Group’s colleagues work together with our suppliers and
our third-party brand partners to serve customers in over
20 countries and to deliver the Group’s strategy. The Group’s
governance structures provide guidance to colleagues in
delivering this strategy. The Group aspires to be an
international leader in sports, lifestyle and luxury retail. The
Board is committed to treating all people with dignity and
respect. We value our people, our customers and our
shareholders and we strive to adopt good practices in our
corporate dealings. We aim to deliver shareholder value
over the medium to long term, whilst adopting accounting
principles that are conservative, consistent and simple. Our
strategy is set out in the ‘Our Strategy - To build the Planet’s
most admired and compelling brand ecosystem’ section
of this report.
Our business model is to provide consumers with access
to the World’s best sports, premium and luxury brands by
building the planet’s most admired and compelling brand
ecosystem.
The Group’s business model is explained in greater detail
below. This includes an outline of our fascias and retail
channels, management of our property portfolio, our people,
our third-party brand partners, our Group brands and our
centralised support functions.
Multi-Channel Elevation strategy
Our Elevation strategy continues to work towards improving
our offering to customers across all our channels, including
marketing, social media, product, digital and in-store. This
aims to enable the Group, along with our third-party brand
partners, to connect with customers via a consistent voice
across multiple platforms, including online, mobile and on
the high street. This strategy enables our stores and our
online operations to complement each other.
We continue to invest in enhancing our store portfolio and
investing in high streets to deliver the world’s best brands
and an improved product portfolio to consumers. In FY26,
we opened a state-of-the-art 90,000 sq. ft flagship Sports
OUR BUSINESS
Direct & Everlast Gyms+ in Liverpool, redefining retail and
offering a 360-degree sport, lifestyle, fitness and wellness
experience.
The websites for each of our core fascias in the UK, including
SPORTSDIRECT.com, USC.co.uk, FLANNELS.com,
Houseoffraser.co.uk and GAME.co.uk, have undergone
significant enhancements in recent years to facilitate
optimum appeal to consumers, and we have also launched
new Apps. We have also enhanced our omnichannel
proposition and customer experience, launching the
FRASERS AI Agent and increasing the use of AI to drive
greater personalisation for customers. Through ELEVATE,
our retail media proposition, we continue to deliver hyper-
personalised advertising across our physical and digital
channels, creating greater value for brand partners.
Our product offering across these core fascias, both in-store
and online, aims to create a compelling shopping experience
in key categories that include, amongst others, football,
women’s, kids’, running, cycling, lifestyle, fashion, luxury and
gaming.
We offer product across a range of price points, including
good, better and best. This enables us to offer more
premium products, which is net-new to the business. This
gives consumers a greater range of choices for those who
wish to shop for premium products, whilst still retaining our
original entry-level and continuity product offerings.
Our People
The Group’s policy is to treat all our people with dignity
and respect. Frasers Group colleagues work together across
all areas of the business, and we are proud that Frasers
Group plc is one of the first public companies in the UK to
make an elected Workers’ Representative a board member.
We welcome all new colleagues into the Group following
the acquisitions in the year and post period end and those
who joined us through the Frasers Group Elevation
Programmes as well as all other new recruits.
OUR BUSINESS
FRASERS GROUP PLC
11
Remuneration and Rewards
Our policy is to foster a reward-based culture that enables
our colleagues to share in the success of the Group. It is
Company policy to pay above the statutory National
Minimum Wage, including rates that are above the statutory
National Living Wage for those over 21 years of age in the
UK. In addition to this, in the current period the Group paid
awards and incentives of approximately £29m, from which
both permanent and casual colleagues benefitted.
Our Fearless 1200 share scheme was approved by
shareholders at the 2025 AGM. The scheme will result in
1,200 of our Fearless colleagues, who live and breathe our
values, being eligible to receive share bonuses ranging from
£50k up to £1m, if the share price has reached £10 (for at
least 30 consecutive trading days) prior to the vesting date.
Workers’ Representative
The Frasers Group Workers’ Representative is Cally Price,
a Regional Manager. The Workers’ Representative has a
unique insight into the Group and will speak on behalf of
the Group’s workforce at all scheduled meetings of the
Board, in order to facilitate a healthy and constructive
dialogue.
Colleague Engagement
In addition to the Workers’ Representative, the Company
has an ongoing dialogue with colleagues via the ‘Ask Cally’
app. The App allows any employee to submit a question
or raise an issue directly with the Non-executive Workforce
Director, Cally Price, and receive a personal response. If
required, this feedback is passed to senior management
for review and appropriate action.
Our Global Third-Party Brand Partners
We work with our leading third-party global brand partners
and provide significant prominence for them with our
customers across all our platforms.
Our third-party and group brands are managed by central
brand and marketing teams. This centralised structure
significantly benefits the Group by enabling the individual
brands to participate in group buying and sourcing;
aggregated supplier relationships and enhanced supply
chain disciplines; group inventory monitoring and
replenishment; and more inspired and harmonious visual
merchandising in-store.
Unions
As noted in our letter to the Unite Union General Secretary
Sharon Graham on 3 October 2025, given the significant
cost increases imposed on retail by the Labour government,
it would be reckless and irresponsible for Unite to implement
a strike whilst demanding further above inflation wage
increases. We urge them not to repeat their previous
politically motivated actions against the Group, noting
Unite Assistant General Secretary Steve Turner’s quote to
us on 4 October 2016 that “It was the agencies we were
after…we had to get to you in order to get to the agencies.”
OUR VALUES
OWN IT
THINK WITHOUT LIMITS
BE RELEVANT
Own the basics
Own the role
Own the result
Think
Think fast
Think fearlessly
Relevant to people
Relevant to partners
Relevant to the planet
OUR VALUES
OUR STRATEGY
FRASERS GROUP PLC
12
OUR STRATEGY
Frasers Group believes in the power of brands. We serve them,
nurture them, and invent them. Today more than ever, the
world looks to brands for ideas, inspiration, and meaningful
change, creating value for people and elevating the everyday.
Our strategy is aligned to this purpose and is based on three
interconnected focus pillars – the brands we sell, our digital
offering and our physical stores. These are supported by a set of
enablers, focused on our people, systems, automation, and data.
By continuing to elevate our performance across all areas of our
strategy, we will achieve our vision: to build the planet’s most
admired and compelling brand ecosystem.
OUR STRATEGY
FRASERS GROUP PLC
12
OUR STRATEGY
FRASERS GROUP PLC
13
OUR STRATEGY
FRASERS GROUP PLC
13
TO
BUILD
THE PLANET’S
MOST
ADMIRED
&
COMPELLING
BRAND
ECOSYSTEM
OUR STRATEGY
FRASERS GROUP PLC
14
STRATEGY
KEY ACHIEVEMENTS IN FY26
PRIORITIES FOR FY27
BRANDS
Our consumers look to brands to
elevate their everyday. They want to
have the choice of the world’s best
brands across sports, premium and
luxury. Accessibility is essential for our
success. To achieve our vision, we focus
on building excellent relationships with
our brand partners, unlocking the best
products and experiences.
Our powerful brand offering is
supported by our complementary
range of own-brands, where we aim
to offer unrivalled choice and value,
and drive growth through meaningful
partnerships and brand collaborations.
We will continue to consider strategic
acquisitions that bring attractive
brands into the Group and sit within
our sector-leading ecosystem.
We will continue to make strategic
investments in relevant companies
and consider this to be in the ordinary
course of business. The aim of these
strategic investments is to develop
relationships and partnerships,
commercial or otherwise, with other
retailers, suppliers, and brands, beyond
just acting as a traditional pure play
physical retailer. The Group has
historically done this and continues
to make strategic investments
through – including, but not limited
to – acquisitions of shares, options,
contracts for difference and other
financial instruments.
Our ecosystem provides us with strong
foundations to drive the Group forward
and support our future growth across
retail, real estate, and financial services.
During FY26, our achievements
included:
•
Continuing to drive stronger
relationships with the biggest global
brands including Nike, Adidas and
Hugo Boss.
•
Establishing new partnerships with
brands such as Skims and Dior.
•
Acquired Holdsport in South
Africa, XXL in the Nordics, and the
Webster in the USA to expand our
international footprint and further
grow our ecosystem.
•
Disposed of non-core Coventry
Arena business enabling us to focus
on key Sports and Luxury businesses
and brands.
•
Continued to strategically invest in
businesses that complement our
existing, or helped us to build and
further utilise, our sector-leading
ecosystem, such as Hugo Boss and
Accent Group.
•
Group representatives appointed
to the boards of Hugo Boss and
Mulberry as the Group continues
to grow partnerships.
•
Opened our first stores with
franchise partners in Malta, Australia
and the Middle East.
•
Continued to grow and evolve
our Financial Conduct Authority
approved and regulated Frasers
Plus proposition, with a number
of the Group’s retail outlets being
branded as Frasers Plus outlets and
benefits such as free parking being
offered to Frasers Plus members.
During FY27, our priorities are to:
•
Continue strengthening our
relationships with strategic brand
partners and improve our access
to their best product across our
key pillars of Sports, Premium, and
Luxury.
•
Further grow our Frasers Plus
business and continue to develop
our membership proposition.
•
Continue to invest in and grow our
own-brand portfolio to ensure it
remains relevant to consumers and
compliments our ecosystem.
•
Accelerate international growth
through opening more stores with
franchise partners.
•
Identify and grow new brand
opportunities that unlock diversified
customer interest.
•
Continue to unlock synergies
with strategic investments and
partnerships, growing our ecosystem.
OUR STRATEGY
FRASERS GROUP PLC
15
STRATEGY
KEY ACHIEVEMENTS IN FY26
PRIORITIES FOR FY27
DIGITAL
We are building a sector leading
digital ecosystem, leveraging the
foundations established in FY26 to
unlock the next phase of customer,
commercial and operational growth.
We continue to invest in differentiated
digital propositions that increase
customer engagement, expand
participation across our app
ecosystem, and strengthen long term
customer value.
Our investment in platform technology,
data and marketing capabilities will
accelerate personalisation, enable
new AI-driven customer experiences,
and support scalable future growth.
We are focused on unlocking
incremental
revenue
through
marketplace expansion, increased
customer value, differentiated digital
experiences and continued investment
in the capabilities that will drive long
term success.
Successfully scaled Elevate, our retail
media proposition, following launch,
establishing a new high-margin
revenue stream and delivering
meaningful
incremental
profit
contribution across the portfolio.
During FY26:
•
91% of Group digital revenue now
transacts through our MACH-based
commerce architecture, providing a
scalable and resilient platform that
continues to improve conversion,
performance and speed of delivery.
•
Validated key AI opportunities
through multiple proof of concepts,
defining a strategic roadmap
to drive customer engagement,
operational leverage and scalable
growth across the Group.
•
Enhanced the customer experience
across our app ecosystem, unlocking
new personalisation capabilities
and launching AI-driven ‘Shop the
Look’ experiences to create more
relevant and inspiring shopping
journeys.
•
Scaled Elevate, our retail media
proposition, following its launch,
delivering a net new high margin
revenue stream for the Group
with incremental bottom line
contribution across the portfolio.
During FY27, our priorities are to:
•
Complete the rollout of our
MACH-based ecommerce platform
and retire legacy technologies,
with the platform now live across
the Group and enabling the
deployment of next generation
agentic experiences at scale.
•
Roll out a group wide marketplace
proposition, broadening assortment
and supplier participation to drive
incremental revenue, improve
product availability, and accelerate
commercial performance.
•
Continue investment in our customer
data platform, strengthening
customer intelligence and first
party data capabilities to drive
app growth, accelerate adoption
of Elevate and Frasers Plus, and
enable the next generation of
AI-driven customer experiences at
scale.
OUR STRATEGY
FRASERS GROUP PLC
16
STRATEGY
KEY ACHIEVEMENTS IN FY26
PRIORITIES FOR FY27
PHYSICAL
The elevation and expansion of
our physical store portfolio is a
fundamental part of our group-wide
strategy and legacy.
Across our three pillars of Sports,
Premium and Luxury, we will continue
to:
•
Identify and invest in new strategic
locations and acquisitions.
•
Expand and identify opportunities
internationally for Sports Direct.
•
Elevate and improve our current
estate, particularly for Sports Direct.
•
Give consumers access to unrivalled
luxury and premium destinations
across our FLANNELS and Frasers
business.
•
Identify strategic real estate
investments to support the business’
long-term strategy.
•
Provide consumers in regions
underserved by the luxury market
with the world’s best brands.
During FY26, our achievements
included:
•
Continued investment in opening
new, elevated stores, doubling down
on physical retail by refurbishing
existing stores and strengthening
brand partnerships to deliver the
best consumer experience:
•
Sports Direct opened its sixth
flagship store in Liverpool.
•
Elevated Frasers opened in
Peterborough, spanning 60,000
sq. ft across two floors including a
dedicated 5,000 sq. ft FLANNELS
area.
•
Continued opening new locations
across the UK and internationally.
•
Completed further UK property
investments at attractive yields to
satisfy our occupational demand,
including Swindon designer outlet
and Braehead shopping centre.
•
Increased our international store
footprint through the acquisition of
Holdsport in South Africa (88 sites)
and XXL in the Nordics (85 sites).
During FY27, our priorities are to:
•
Further
grow
our
presence
internationally through organic
expansion, corporate acquisitions
and supporting our global license
and joint venture partners.
•
Continue the Elevation Strategy by
opening new stores and targeted
refurbishment of existing stores.
•
Invest in experiences and retail
collaborations
across
new
categories, with a focus on home,
beauty, and lifestyle.
•
Develop and improve operational
excellence across our retail portfolio,
gradually introducing technology
partners to enhance our in-store
offering and continue to meet
the ever-evolving demands of the
consumer.
•
Continue investment, expansion and
elevation of our Everlast Gyms and
Slazenger Padel estates alongside
organic and M&A growth.
•
Build on strategic real estate
investment across our international
territories.
OUR STRATEGY
FRASERS GROUP PLC
17
STRATEGY
KEY ACHIEVEMENTS IN FY26
PRIORITIES FOR FY27
ENABLERS
We aim to have the best team to
enable us to deliver our strategy.
To attract new talent, we continue to
develop our employer brand and act
on our values, whilst further improving
communication to drive engagement
with existing colleagues.
We have a rewards-based culture, and
we continue to introduce new ways
of empowering and motivating our
workforce to support the delivery of
our strategy.
We continue to invest in automation
and Artificial Intelligence and to
integrate acquired businesses and
drive efficiencies in operations.
During FY26, our achievements
included:
•
Continuation of regular and direct
interaction with our CEO and the
leadership team at quarterly “CEO
sessions”.
•
Completion
of
Employee
Engagement Survey to canvas the
views of colleagues.
•
Launch of the Elevation and AI
boards to involve colleagues in plans
to modernise the business.
During FY27, our priorities are to:
•
Continue to drive a high-perfor-
mance culture through regular
employee updates and increased
employee engagement.
•
Focus
on
cost
control
and
operational efficiencies, particularly
through the wider adoption of
Artificial Intelligence.
KEY PERFORMANCE INDICATORS
FRASERS GROUP PLC
18
The Board manages the Group’s performance by reviewing a number of key performance indicators (KPIs). The KPIs are
discussed in this Chief Executive’s Report and Business Review, the Financial Review, the Environment section and the
‘Our People’ section. The table below summarises the Group’s KPIs.
52 weeks ended
26 April 2026
52 weeks ended
25 April 2025
(1)
Group revenue
£5,325.9m
£4,900.9m
Reported PBT
£527.8m
£379.9m
Adjusted PBT
(2)
£538.0m
£560.2m
Cash inflow from operating activities before changes in working capital
£946.4m
£800.4m
Net assets
£2,452.7m
£1,988.1m
NON-FINANCIAL KPIs
Number of retail stores
1,492
1,314
Workforce turnover
24.0%
25.0%
Electricity consumption on like for like stores improvement vs FY20*
33.6%
31.8%*
(1)
Restated to reflect the classification of the results of Coventry Arena as a discontinued operation.
Please refer to note 1 of the consolidated financial statements for further details.
(2)
This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP measure in note 4 to the consolidated financial statements.
KEY PERFORMANCE INDICATORS
The Directors have adopted Alternative Performance
Measures (APMs). APMs should be considered in addition
to UK-Adopted International Accounting Standards (“UK
IAS”) measures. The Directors believe that Adjusted profit
before tax (“APBT”) provides further useful information for
shareholders on the underlying performance of the Group
in addition to the reported numbers, and is consistent with
how business performance is measured internally. They are
not recognised profit measures under UK IAS and may not
be directly comparable with ‘adjusted’ or ‘alternative’ profit
measures used by other companies.
Group Revenue
The Board considers that this measurement is a key indicator
of the Group’s growth.
Reported Profit Before Tax
Reported PBT shows both the Group’s trading and
operational efficiency, but includes effects on the Group
of external factors outside of management’s control such
as the fair value movements in strategic investments and
foreign exchange.
KEY PERFORMANCE INDICATORS
FRASERS GROUP PLC
19
Adjusted Profit Before Tax
APBT is profit before tax excluding the effects of exceptional
items, realised foreign exchange, fair value adjustments to
derivative financial instruments included within finance
income/costs, fair value gains/losses and profit on disposal
of equity derivatives, and share schemes. For the avoidance
of doubt, premiums received in respect of options that have
matured are included within APBT.
APBT shows how well
the Group is managing its ongoing trading performance
and items under management’s control, and therefore the
overall trading performance of the Group.
This measure has been reviewed by the Audit Committee
which has appropriately challenged management on the
presentation and the adjusting items included in this APM.
Cash Inflow from Operating Activities Before
Changes in Working Capital
Cash inflow from operating activities before working
capital is considered an important indicator for the Group
of the cash generated and available for investment in the
Elevation strategy.
Net Assets
The Board considers that this measurement is a key
indicator of the Group’s financial position and health.
Number of Retail Stores
The Board considers that this measure is an indicator of the
Group’s growth. The Group’s Elevation strategy is replacing
older stores and often this can result in the closure of two or
three stores, to be replaced by one larger new generation
store.
Workforce Turnover
The Board considers that this measure is a key indicator of
the contentment of our people. For more details refer to the
retention section of the ‘Our People’ section of this report.
Like for Like electricity consumption
This measure links to our targets in the TCFD report around
the installation of LED lighting, building management
services, and voltage optimisation. This measure allows
the Board to determine the effectiveness of these projects
in reducing the Group’s energy consumption. Like for like
stores includes stores in Great Britain, above a de minimis
consumption, and that were open from 2019 onwards.
*The methodology for calculating this measure has been
amended in the current year to reflect a better quality
data set. The prior period figure has been restated on an
equivalent basis.
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
20
The Elevation Strategy is working, demonstrated by our
retail performance this financial year. Retail remains
central to Frasers Group as we continue to invest in UK
Sport, enhancing our store portfolio and investing in high
streets to deliver the world’s best sport brands and an
improved product portfolio to consumers. We opened
a state-of-the-art 90,000 sq. ft flagship Sports Direct &
Everlast Gyms+ in Liverpool, redefining retail and offering a
360-degree sport, lifestyle, fitness and wellness experience.
This summer, we will take our flagship concept to Dublin,
opening a first-of-its-kind integrated retail and fitness
destination in the Irish market. Our partnerships with
leading global brands including Nike, adidas and HUGO
BOSS continue to strengthen, reflecting the scale and
relevance of our proposition. After period-end, we launched
HOKA in Sports Direct, complementing our roster of the
world’s top global running brands.
In Premium Lifestyle, we continue to bring luxury and
premium brands to the regions through FLANNELS and
FRASERS, with the addition of new brands including SKIMS
and Dior, which highlight the breadth of our offering. With
the FLANNELS estate now near complete, our stores serve
as a platform for luxury brands to reach consumers across
the nation and we are encouraged by the positive signs
we’re seeing in this sector.
We have made progress elevating our top five own brands
– Everlast, Slazenger, Karrimor, Jack Wills, USA Pro – this
year, and a big opportunity remains in future to leverage
this brand heritage to drive further growth and margin
opportunities. Supporting this strategy, our investment
into Everlast Gyms and Slazenger Padel Clubs continues
to build relevance for these heritage brands and we’re
seeing positive member growth across both concepts as
we deliver best-in-class fitness destinations.
We enhanced our omnichannel proposition and customer
experience, launching the FRASERS AI Agent and
increasing the use of AI to drive greater personalisation for
customers. Through ELEVATE, our retail media proposition,
we continue to deliver hyper-personalised advertising
across physical and digital channels, creating greater value
for brand partners.
Leveraging the strength of our UK Sport business and
brand relationships, international expansion has become
a powerful growth engine for the Group and a key pillar of
our long-term strategy. Strategic acquisitions of Holdsport,
XXL, and (after period-end) Hervis’ Romania and Hungary
retail operations, alongside our global partnerships,
enabled a number of key milestones this year - opening
Sport Direct stores for the first time in Malta, Australia, the
Philippines and the Middle East.
Following the acquisition of XXL, we are encouraged by
the brand’s progress and although there is still much work
to do, we expect to return the business to profitability in
future. The opening of the first Sports Direct flagship in
Helsinki after period-end positions the Group well to deliver
improved product availability, better value and a more
compelling in-store experience for customers across the
Nordics. After period-end, we sold 100% of Sports Direct
Malaysia to our trusted partner in the region, Map Active,
furthering our Southeast Asian market strategy to unlock
efficiencies and streamline operations in the region. We
are making solid progress against our ambitious global
growth plans for Sports Direct while recognising that
significant opportunities remain as we continue to execute
this strategy in FY27.
Delivering On Our Priorities
We continued to invest with conviction and deliver against our Elevation Strategy, laying the foundations for sustainable,
profitable growth. While macroeconomic challenges, consumer sentiment and geopolitical headwinds unfortunately
slow progress, encouraging feedback from brand partners and customers reinforces our confidence in this strategy and
our commitment to continue investing. We remain focused on the growth opportunities being created across the Group
through a stronger product and brand mix at Sports Direct and accelerating international expansion, positive signs of
recovery at FLANNELS, our unrivalled property portfolio and the continued momentum of Frasers Plus. Despite this,
there is further work and investment to be done to achieve the Group’s full potential and create sustainable long-term
value.
CHIEF EXECUTIVE’S REPORT &
BUSINESS REVIEW
Continue to invest in key areas of
Elevation Strategy
1
Execute and grow international
opportunities
2
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
21
Our property strategy remains a key pillar of the Elevation
Strategy, with over 225 properties in our portfolio at
year-end and a strong ambition to continue investing
in destinations that deliver long-term value. Milestone
acquisitions included Braehead and Swindon, as well
as York and East Midlands outlets after period-end. Our
strategic focus on outlet acquisitions highlights the Group’s
unique position as a landlord and retailer, leveraging our
strong partnerships with global brands to unlock mutual
value. We renamed several of the outlets and shopping
centres in our portfolio under the Frasers Plus banner,
creating a cohesive offering for shoppers which will include
expanded benefits for Frasers Plus users.
Frasers Plus is playing an increasingly important role in
deepening customer engagement and loyalty across the
Group. Two years since we launched the proposition, we
are well on track to achieve our long-term ambitions of
delivering £1bn+ in sales, £600m in credit balances, a
greater than 15% yield, and over 2 million active Frasers
Plus customers. Frasers Group Financial Services and Visa
have partnered to launch a new UK credit and payments
solution in FY27, enabling customers to make seamless
contactless mobile payments while combining loyalty
rewards across Frasers Group brands and anywhere Visa
is accepted.
Our teams
Our success starts with our people. From head office
to the warehouse and shop floor, our team of over
30,000 employees globally are the driving force behind
everything we do. I would like to thank all our colleagues
for their continued hard work, dedication and contribution
throughout the year.
Looking Forward
For FY27, our strategic priorities provide a strong framework
for long-term value creation. We will continue to deliver
against the Elevation Strategy and invest in the growth
opportunities identified above to deliver sustainable
profitable growth.
Michael Murray
Michael Murray
Chief Executive Officer
15
th
July 2026
Focus on property investment and
opportunities for value creation
3
Frasers Plus growth
4
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
22
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
(1)
Retail revenue
£5,149.5m
£4,753.7m
Total revenue
£5,325.9m
£4,900.9m
Retail gross profit
£2,427.6m
£2,166.2m
Group gross profit
£2,576.0m
£2,291.3m
Retail gross margin
47.1%
45.6%
Group gross margin
48.4%
46.8%
Retail profit from trading
£912.5m
£747.3m
Group profit from trading
£1,005.9m
£807.9m
Reported profit before tax ("PBT") from continuing operations
£527.8m
£379.9m
Adjusted profit before tax ("APBT")²
£538.0m
£560.2m
Reported basic earnings per share ("EPS")
86.7p
67.5p
Adjusted EPS²
83.3p
98.1p
Net assets
£2,452.7m
£1,988.1m
Cash inflow from operating activities before working capital
£946.4m
£800.4m
(1)
Restated to reflect the classification of the results of Coventry Arena as a discontinued operation. Please refer to note 1 of the consolidated financial statements for further details.
(2)
This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP measure in note 4 to the consolidated financial statements. Adjusted EPS is discussed in note 13 to the consolidated
financial statements.
The Directors have adopted Alternative Performance Measures (APM’s). APM’s should be considered in addition to
UK-Adopted International Accounting Standards (“UK IAS”) measures. The Directors believe that Adjusted profit before
tax (“APBT”) and Adjusted EPS provide further useful information for shareholders on the underlying performance of the
Group in addition to the reported numbers and are consistent with how business performance is measured internally.
They are not recognised profit measures under UK IAS and may not be directly comparable with “adjusted” or “alternative”
profit measures used by other companies.
SUMMARY OF RESULTS
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
23
PERFORMANCE OVERVIEW
APBT
(2)
decreased by 4.0% to £538.0m, as a £259.5m
increase in impairments of tangible and intangible fixed
assets, £34.7m of impairments of investments in associates,
and a £37.5m increase in net bank interest costs were
partially offset by a £33.8m gain from the disposal of the
Coventry Arena, a £117.7m increase in premiums from
strategic investments, £34.0m of extra provision releases
year-on-year, and a £51.6m increase in share of profit from
associates.
The current period result includes impairment charges
totalling £249.9m (FY25: £9.6m impairment reversal), which
primarily relate to intangible assets.
The Group has fully
impaired the intangible assets and goodwill assigned to
the XXL, Everlast and Twinsport cash generating units, and
partly impaired the goodwill relating to the Holdsport
business, due to forecast future performance not being
sufficient to support their carrying values. In addition, the
Matches intellectual property was fully impaired (£18.0m)
and a £17.9m property impairment (FY25: £9.6m impairment
reversal) was also recognised largely relating to a single
under-performing store in the UK.
Share of profit of associates includes £53.6m in respect of
HUGO BOSS, Accent Group and Four (Holdings) Limited,
offset by the write-off of the carrying value of investments
in Kangol LLC (£16.9m), Hudson Holdings (£16.9m), and X
Channel Marketing Ltd (£0.9m).
Reported PBT of £527.8m, an increase of 38.9%. The
year-on-year increase in reported PBT is largely due to the
non-repeat fair value losses on equity derivatives held in
relation to strategic investments. The £141.6m fair value
loss in the prior period was the result of sharp falls in the
share prices of companies in which the Group was invested
(particularly Hugo Boss) in April 2025 as result of tariffs
proposed by the US government. In addition, the Group’s
holdings in Hugo Boss and Accent Group are no longer
held at fair value as they are now accounted for as
associates.
Retail revenue increased by 8.3% to £5,149.5m. In the UK,
sales growth from Flannels, reflecting the ongoing success
of the Elevation Strategy and green shoots in the luxury
market, was more than offset by planned declines in Game
UK standalone stores, Studio Retail, House of Fraser, and
the businesses acquired from JD Sports. International
revenue benefited from the acquisitions of Holdsport
(completed in May 2025) and XXL (completed in June 2025),
partially offset by the disposal of the MySale business in
May 2025.
Group gross margin % increased to 48.4% from 46.8% due
to an improved mix effect, as the lower margin % businesses
reduce as a proportion of total revenue, and the higher
margin Sports Direct and Flannels businesses continue to
grow as a proportion of group sales. Flannels has increased
its gross margin % through a more relevant product offering
and improved inventory holding and there was also an
underlying improvement in Sports Direct’s gross margin.
Basic EPS of 86.7p, an increase of 19.2p (28.4%) year-on-year,
reflecting the increase in reported PBT partially offset by
an increase in effective tax rate. Adjusted EPS
(2)
of 83.3p
decreased by 14.8p (15.1%) reflecting the reduction in APBT
and the increase in effective tax rate, largely due to the tax
impact of significant goodwill impairments.
The Group’s strategy continues to be underpinned by a
strong balance sheet with net assets increasing to £2,452.7m
from £1,988.1m at April 2025, due to the Group’s profitability
in FY26 and fair value gains in respect of the Group’s
strategic investments, partially offset by share buybacks.
Cash inflow from operating activities before working capital
movements of £946.4m has enabled the Group to continue
to invest in its retail proposition, international acquisitions,
Frasers Plus, our property portfolio and strategic partnerships
such as HUGO BOSS and Accent Group. Our holding in
HUGO BOSS increased to 25.0% in FY26 and to 26.1% post
year-end, whilst we also increased our investment in Accent
Group to 22.9%.
Retail Revenue increased by 8.3% to
£5,149.5M
Reported PBT increased by 38.9% to
£527.8M
Basic EPS increased by 28.4% to
86.7p
Cash inflow from operating activities
£946.4M
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
24
UK Sports
This segment includes the results of the Group’s core sports
retail store operations in the UK, plus all the Group’s sports
retail online business, other UK-based sports retail and
wholesale operations, retail store operations in Northern
Ireland, Frasers Fitness, Studio Retail’s sales and the Group’s
central operating functions (including the Shirebrook
campus).
UK Sports accounts for 48.3% (FY25 restated
(1)
: 55.0%) of
the Group’s revenue.
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
Revenue
£2,570.2m
£2,698.1m
Cost of sales
(£1,256.0m)
(£1,398.5m)
Gross profit
£1,314.2m
£1,299.6m
Gross margin %
51.1%
48.2%
Profit from trading
£559.4m
£475.8m
Operating profit
£387.1m
£365.5m
Store numbers
794
785
Revenue decreased by 4.7% largely driven by planned
declines in Game UK standalone stores and Studio Retail.
Gross profit increased by £14.6m as the profit impact of
the sales decline was more than offset by an increase of
+290bps in gross margin % to 51.1%, reflecting the fact that
the higher margin Sports Direct business now makes up
a greater proportion of this segment and better product
access, as well the benefits of more efficient inventory
management.
Operating costs reduced by £69.0m as the benefits of
integrating and right-sizing the lower margin businesses
were realised. The current year result also benefits from
a reduction in legal and regulatory provisions as a result
of several cases coming to, or nearing completion. The
savings were offset by increases to National Minimum
Wage and Employers’ National Insurance, however.
As a result of the above, the segment’s profit from trading
increased by £83.6m (17.6%) to £559.4m.
UK Sports’ operating profit of £387.1m (FY25: £365.5m)
includes net impairments of £15.9m (FY25: net impairment
reversals £5.0m), depreciation and amortisation of £131.8m
(FY25: £134.3m) and realised foreign exchange losses of
£19.0m (FY25: gains £19.8m).
Store numbers increased from 785 to 794 mainly driven by
growth from Sports Direct and an increase in concessions
in larger stores.
Premium Lifestyle
This segment includes the results of the Group’s premium
and luxury retail businesses FLANNELS, Cruise, Van Mildert,
Jack Wills, House of Fraser & Frasers, Gieves and Hawkes,
and Sofa.com along with the related websites.
Premium Lifestyle accounts for 18.3% (FY25 restated
(1)
:
21.4%) of the Group’s revenue.
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
Revenue
£975.7m
£1,048.2m
Cost of sales
(£563.0m)
(£635.4m)
Gross profit
£412.7m
£412.8m
Gross margin %
42.3%
39.4%
Profit from trading
£147.6m
£157.4m
Operating profit
£102.1m
£131.9m
Store numbers
133
156
Revenue decreased by 6.9% as growth in Flannels was
more than offset by the impact of continuing to optimise
our store portfolio in House of Fraser, the businesses
acquired from JD Sports and Jack Wills.
Gross profit was broadly flat at £412.7m, as the negative
impact of the revenue decline was negated by a +290bps
increase in gross margin % from 39.4% to 42.3% (the result
of an improving mix effect with FLANNELS increasing its
proportion of group sales and through a more relevant
product offering).
Profit from trading reduced by £9.8m to £147.6m, with the
gross profit performance and continued operating cost
discipline outweighed by a £9.7m increase in operating
costs largely driven by increases to National Minimum
Wage and Employers’ National Insurance.
Premium Lifestyle’s operating profit of £102.1m (FY25:
£131.9m) includes net impairments of £17.3m (FY25: reversals
£1.8m) and depreciation and amortisation of £28.2m (FY25:
£27.2m).
Store numbers decreased from 156 to 133 as we continued
to optimise our store portfolio in House of Fraser, the
businesses acquired from JD Sports, and Jack Wills.
REVIEW BY BUSINESS SEGMENT
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
25
International
This segment includes the results all of the Group’s sports
retail stores, management and operating functions
in Europe, Asia and the rest of the world, including the
Group’s European Distribution Centres in Belgium and
Austria, Twinsport in the Netherlands, the Baltics & Asia
e-commerce offerings, XXL in the Nordics, Holdsport in
South Africa and all non-UK based wholesale and licensing
activities (relating to brands such as Everlast and Slazenger).
International accounts for 30.1% (FY25 restated
(1)
: 20.6%)
of the Group’s revenue.
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
Revenue
£1,603.6
£1,007.4m
Cost of sales
(£902.9m)
(£553.6m)
Gross profit
£700.7m
£453.8m
Gross margin %
43.7%
45.0%
Profit from trading
£205.5m
£114.1m
Operating (loss)/profit
(£152.2m)
£38.1m
Store numbers
565
373
International revenue benefited from the acquisitions of
Holdsport (completed in May 2025) and XXL (completed
in June 2025), partially offset by the disposal of the MySale
business in May 2025. This resulted in revenue growth of
59.2% year-on-year.
Segment profit from trading increased by £91.4m to
£205.5m. Gross profit increased by £246.9m driven by
acquisitions, partly offset by a 130bps decline in gross
margin % reflecting the lower-margin profile of the XXL
and Holdsport businesses.
International recorded an operating loss of £152.2m (FY25:
operating profit £38.1m). This is largely driven by £216.7m of
impairments (FY25: £1.8m), of which £152.4m relates to the
full impairment of goodwill arising on the XXL acquisition
(the increase in value between acquisition and year-end
was due to foreign exchange movements), £20.8m relates
to the full impairment of Twinsport goodwill, and £27.4m
to the partial impairment of goodwill arising on Holdsport.
It also includes depreciation and amortisation of £136.1m
(FY25: £69.3m) and realised foreign exchange losses of
£6.0m (FY25: gains £4.9m).
Store numbers increased from 373 to 565 due to the
acquisitions of XXL and Holdsport.
Property
This segment includes the results from the Group’s freehold
property owning and long leasehold holding property
companies that generate third party rental and other
property related income (e.g., car parking). The depreciation
of freehold and long leasehold owner-occupied properties
is also reported in this segment. Following its disposal on 23
August 2025, the results of Coventry Arena are presented
as a discontinued operation and excluded from the
comparatives.
Property accounts for 1.8% (FY25 restated
(1)
: 1.3%) of the
Group’s revenue.
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
(1)
Revenue
£96.0m
£61.9m
Gross profit
£96.0m
£61.9m
Gross margin %
100.0%
100.0%
Profit from trading
£85.7m
£43.1m
Operating profit
£41.5m
£5.0m
(1) Restated to reflect the classification of the results of Coventry Arena as a discontinued
operation.
Revenue increased by £34.1m (55.1%) due to the
annualisation of prior year acquisitions including
Doncaster’s Frenchgate, Exeter’s Princesshay, Maidstone’s
Fremlin Walk, and Affinity outlets, as well as the impact of
acquisitions in FY26 which included Swindon outlet centre
and Braehead shopping centre.
Segment profit from trading increased by £42.6m, with the
additional rental income, fair value gains on investment
property of £14.8m (FY25: £13.1m) and a £1.6m profit on sale
of properties (FY25: £0.5m), combining with the non-repeat
of one-off acquisition costs from the prior year.
Property’s operating profit of £41.5m (FY25: £5.0m) includes
depreciation of £44.2m (FY25: £42.7m).
Property investment remains a key focus for the Group, with
FY26 additions including £397.1m (FY25: £168.0m) in respect
of investment properties including the Swindon outlet
and Braehead shopping centre, unlocking occupational
demand for our retail business whilst delivering strong
returns that can be utilised at the appropriate time.
CHIEF EXECUTIVE’S REPORT AND BUSINESS REVIEW
FRASERS GROUP PLC
26
Financial Services
This segment includes the results of Frasers Group Financial
Services. This includes interest charged on amounts
advanced to consumer credit customers, along with the
associated impairment and operating costs.
Financial Services accounts for 1.5% (FY25 restated
(1)
: 1.7%)
of the Group’s revenue.
53 weeks ended
26 April 2026
52 weeks ended
27 April 2025
Revenue
£80.4m
£85.3m
Impairment losses on credit
receivables
(£28.0m)
(£22.1m)
Gross profit
£52.4m
£63.2m
Gross margin %
65.2%
74.1%
Profit from trading
£7.7m
£17.5m
Operating profit
£7.8m
£17m
Continued progress towards our long-term ambitions of
delivering £1bn+ in sales, £600m in credit balances, a
greater than 15% yield, and over 2 million active Frasers
Plus customers (excluding any third-party partnerships).
£340.0m of retail sales were made on Frasers Plus in
FY26 (FY25: £195.0m). The business ended FY26 with 1.1m
active customers (FY25: 0.6m) and Frasers Plus accounted
for 20.5% of UK online sales, compared to 12.0% at FY25.
Encouraging improvements seen in store uptake during
FY26, and StudioPay exit now complete.
The business is
currently exceeding its 15% target on yield.
Revenue decreased by £4.9m (5.7%) vs. FY25 as the business
completed the closure of the Studio Pay product and
migrated eligible customers to the Frasers Plus platform,
which continues to grow.
Segment profit from trading decreased by £9.8m to
£7.7m due to the revenue decline noted above, combined
with impairment losses on consumer credit receivables
increasing to £28.0m (FY25: £22.1m), reflecting the growth
of Frasers Plus and a worsening macroeconomic outlook.
This was partially offset by a decrease in overhead costs
as the operational savings from the closure of Studio Pay
began to be realised.
FY25 also benefited from a £4.2m
gain in respect of a legal settlement.
We continue to see a great opportunity for Frasers Plus as
a new revenue stream and a key pillar of our compelling
brand ecosystem.
Discounted Operations
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
Profit from discontinued operation
(net of tax)
£32.4m
£5.8m
The Group completed the disposal of the Coventry Arena
business on 23 August 2025, by selling the entire share
capital of Coventry Arena Opco Limited, Coventry Arena
Propco Limited, Coventry Arena Retail Limited and
Coventry Arena Ipco Limited to Covcityco Ltd for cash
consideration of £50.0m (£7.5m received on completion and
£42.5m receivable in FY27). The result from discontinued
operations in the period comprises Coventry Arena’s
trading loss of £1.4m to the date of disposal and a £33.8m
profit on disposal.
The prior period result from discontinued operations relates
to amounts received from the Matches administration
in excess of those assumed at FY24 year-end (a gain of
£13.2m), Game Spain’s trading profit for the period prior to
its disposal on 20 March 2025 (£4.9m), a loss on disposal of
Game Spain of £11.8m and Coventry Arena’s trading loss
for the period of £0.5m. (now retrospectively reclassified
following the disposal in FY26).
FINANCIAL REVIEW
FRASERS GROUP PLC
27
Summary of Results
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
(1)
Revenue
£5,325.9m
£4,900.9m
Reported profit before tax
£527.8m
£379.9m
Adjusted PBT
(2)
£538.0m
£560.2m
Reported basic EPS
86.7p
67.5p
Adjusted EPS
(2)
83.3p
98.1p
(1)
Restated to reflect the classification of the results of Coventry Arena as a discontinued
operation.
(2)
This is an Alternative Performance Measure. APBT is reconciled to the equivalent GAAP
measure in note 4 to the consolidated financial statements. Adjusted EPS is discussed in note 13
to the consolidated financial statements.
Earnings
Basic earnings per share (EPS) is calculated by dividing
the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding
during the financial period. Shares held in Treasury and
the Employee Benefit Trust are excluded from this figure.
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
Reported EPS
(Basic)
86.7p
67.5p
Adjusted EPS
(Basic)
(1)
83.3p
98.1p
Weighted average number of
shares (actual)
432,499,241
432,929,122
(1)
This is an Alternative Performance Measure. Adjusted EPS is discussed in note 13 to the
consolidated financial statements.
Basic EPS of 86.7p, an increase of 19.2p (28.4%) year-on-year,
reflecting the increase in reported PBT partially offset by
an increase in effective tax rate. Adjusted EPS
(1)
of 83.3p
decreased by 14.8p (15.1%) reflecting the reduction in APBT
and the increase in effective tax rate, largely due to the tax
impact of significant goodwill impairments.
Taxation
The effective tax rate on profit before tax (including
discontinued operations) in FY26 was 32.8% (FY25: 24.0%).
The year-on-year increase is primarily due to the tax impact
of the £205.5m of goodwill impairments recorded in the
current period. Goodwill impairments constitute permanent
differences and therefore increase the effective tax rate
as no tax relief is available.
If goodwill impairment were
excluded, the effective tax rate for FY26 would be 24.0%,
slightly below the prevailing rate, reflecting the impact of
adjustments in respect of prior periods for current tax and
deferred tax. These arise due to the business bringing its
corporation tax returns for prior periods up to date during
the current year and due to an adjustment in respect of
opening deferred tax assets arising in respect of IFRS 16
leases.
Total tax contribution
The Group has contributed approximately £580m (FY25:
£530m) in taxes paid and collected during the year.
Taxes paid by the Group of approximately £260m (FY25:
£240m) are primarily business rates, corporation tax and
employer’s national insurance contributions. Taxes collected
by the Group of approximately £320m (FY25: £290m) are
primarily net VAT, PAYE and employee’s national insurance
contributions.
The Group’s Tax Strategy is published at: https://frasers-cms.
netlify.app//assets//files/financials/fy26-tax-strategy.docx
Taxes paid by country
The Group generates 90.3% (FY25: 88.4%) of its profits
(excluding investment impairment) in companies that are
resident in the UK and pays 88.4% (FY25: 83.2%) of its
corporation tax liabilities to HMRC in the UK.
On 11 July 2023, rules were enacted to ensure large
multi-national groups pay a minimum level of corporation
tax in respect of all countries where they operate (known
as “Pillar 2”).
These came into effect for the Group from
1 May 2024.
Based on the Group’s current business and
tax profile, the implementation of Pillar 2 legislation will
not have a material impact on the Group’s tax rate or tax
payments.
The estimated additional potential cost based
on the known Pillar 2 principles is approximately £0.3m
(FY25: £0.5m).
The Group has applied the temporary exemption under IAS
12 to recognising and disclosing information about deferred
tax assets and liabilities related to top-up taxes.
Environmental Taxes
During FY26 the Group has paid approximately £0.3m (FY25:
£0.1m) in respect of the UK Plastic Packaging Tax and the
Climate Change Levy.
FINANCIAL REVIEW
The consolidated financial statements for the 52 weeks ended 26 April 2026 are presented in accordance with UK-adopted
International Accounting Standards (UK IAS).
FINANCIAL REVIEW
FRASERS GROUP PLC
28
Foreign Exchange and Treasury
The Group reports its results in GBP but trades internationally
and is therefore exposed to currency fluctuations on
currency cash flows in various ways. These include
purchasing inventory from overseas suppliers, making
sales in currencies other than GBP and holding overseas
assets in other currencies. The Board mitigates the cash
flow risks associated with these fluctuations with the careful
use of currency hedging using forward contracts and other
derivative financial instruments.
The Group uses forward contracts that qualify for hedge
accounting in two main ways – to hedge highly probable
EUR sales income and USD inventory purchases. This
introduces a level of certainty into the Group’s planning and
forecasting process. Management has reviewed detailed
forecasts and the growth assumptions within them and
is satisfied that the forecasts meet the criteria for being
highly probable forecast transactions.
At 26 April 2026 and as detailed in note 25, the Group had
the following forward contracts that qualified for hedge
accounting under IFRS 9 Financial Instruments (“IFRS 9”),
meaning that fluctuations in the value of the contracts
before maturity are recognised in the hedging reserve
through other comprehensive income. After maturity, the
sales and purchases are then valued at the hedge rate.
Currency
Hedging
against
Currency
value
Timing
Rates
USD/GBP
USD inventory
purchases
USD 420m
FY27-FY28
1.36-1.41
EUR/GBP
Euro sales
EUR 240m
FY28
0.95 - 0.98
The Group also uses currency options, swaps and spots for
more flexibility against cash flows that are less than highly
probable and therefore do not qualify for hedge accounting
under IFRS 9. The fair value movements before maturity
are recognised in the income statement.
The Group has the following currency options and unhedged
forwards:
Currency
Expected use
Currency
value
Timing
Rates
USD / GBP
USD inventory
purchases
Up to USD
1,477m
FY27 - FY29
1.36 - 1.44
USD / GBP
USD sales
Up to USD
480m
FY27 - FY28
1.09 – 1.12
EUR / GBP
Euro sales
Up to EUR
360m
FY27 - FY28
1.14
EUR / GBP
Euro costs
Up to EUR
360m
FY27 - FY28
1.27 – 1.41
AUD / GBP
AUD income
Up to AUD
120m
FY27
1.85
AUD / GBP
AUD costs
Up to AUD
120m
FY27
2.10
HUF / EUR
HUF sales
Up to HUF
2,400m
FY27
400
The Group also holds short-term swaps for treasury
management purposes:
Currency
Hedging against
Currency value
Timing
Rates
EUR /
GBP
Cash flow
management
EUR 410m
FY27
1.14 - 1.15
ZAR /
GBP
Cash flow
management
ZAR 950m
FY27
22.57 – 22.60
NOK /
GBP
Cash flow
management
NOK 1,770m
FY27
12.56 – 12.85
SEK /
GBP
Cash flow
management
SEK 420m
FY27
12.30
USD /
GBP
Cash flow
management
USD 490m
FY27
1.32 – 1.36
AUD /
GBP
Cash flow
management
AUD 85m
FY27
1.90 – 1.92
The Group is proactive in managing its currency requirements.
The treasury team works closely with senior management
to understand the Group’s plans and forecasts, they also
discuss and understand appropriate financial products
with various financial institutions, including those within
the Group’s bank financed facility. This information is then
used to implement suitable currency products to align with
the Group’s strategy.
Regular reviews of the hedging performance are performed
by the treasury team alongside senior management to
ensure the continued appropriateness of the currency
hedging in place, and where suitable, either implementing
additional strategies and/or restructuring existing
approaches in conjunction with our financial institution
partners.
Given the potential impact of commodity prices on raw
material costs, the Group may hedge certain input costs,
including cotton, crude oil and electricity.
Dividends and Share Buybacks
The Board has decided not to pay a final dividend in relation
to FY26 (FY25: £nil). The Board remains of the opinion that it
is in the best interests of the Group and its shareholders to
preserve financial flexibility and facilitate future investments
and other growth opportunities. The payment of dividends
remains under review.
On 15 December 2025, the Group entered into an
arrangement with Barclays Bank Plc allowing Barclays
to purchase up to 10,000,000 ordinary shares on behalf
of the Group. During the period, 2,253,537 ordinary shares
were purchased through this arrangement (FY25: nil) and
placed into treasury, with the sole purpose of reducing the
Company’s share capital.
Capital Expenditure
During the period, gross capital expenditure (excluding IFRS
16) amounted to £654.8m (FY25: £411.7m). This included
£397.1m (FY25: £168.0m) in respect of investment properties
including the Swindon outlet and Braehead shopping centre.
FINANCIAL REVIEW
FRASERS GROUP PLC
29
Strategic Investments and Associates
The Group continues to hold various strategic investments
as detailed in note 19 to the consolidated financial
statements. At each reporting date, management prepares
an assessment of whether or not the Group has significant
influence over investee entities based on the indicators
specified in paragraph 6 of IAS 28 Investments in Associates
and Joint Ventures (“IAS 28”). Details of this assessment can
be found in note 2 to the consolidated financial statements.
Where the Group has significant influence, the Group
accounts for its investment as an associate. For investments
where the Group does not hold significant influence, the
Group makes the irrevocable election permitted by IFRS 9
Financial Instruments to recognise fair value movements
on long term financial assets (i.e., strategic investments) at
fair value through other comprehensive income (FVOCI)
given these are not held for trading purposes. The election is
made on an instrument-by-instrument basis; only qualifying
dividend income is recognised in the income statement,
changes in fair value are recognised within OCI and never
reclassified to profit and loss, even if the asset is impaired,
sold or otherwise derecognised.
In addition to the above, the Group also holds indirect
strategic investments within contracts for difference and
options. The Group assesses the use of sold put options
in acquiring a strategic investment on a case-by-case
basis. Where an option market exists, the use of sold put
options allows the Group to build an indirect holding, whilst
limiting and/or spreading the associated cash outflows
over time by using options with differing maturity dates.
The Group typically receives a premium for entering into
sold put options, which reduces the net price paid for the
shares in the event that the options exercise. This makes the
use of sold put options an effective method of potentially
obtaining shares at a price that the Group considers
represents a reasonable value.
The fair values of options are recognised in derivative
financial assets or liabilities in the consolidated balance
sheet, with the movement in fair value recorded in the
income statement. In respect of put and call options, there
are three distinct elements to fair value changes recorded
within investment income and expense:
1.
Premiums received (disclosed within investment
income) - these are cash receipts and will represent
a realised profit for the Group irrespective of whether
the option exercises or not. Premiums are recognised
on expiry of the option to which they relate.
2.
Fair value movements (disclosed within investment
income or costs) – these are unrealised gains and losses
arising due to the remeasurement of the derivative
liabilities to fair value whilst the options are open.
3.
Losses on disposal (disclosed within investment costs)
– these represent realised losses being the difference
between the market value of the shares purchased
upon the exercise of options and the cash consideration
paid to the relevant counterparty.
The Group disaggregates these three elements (which are
all presented within investment income and expense within
the consolidated income statement) in order to provide
useful information to the users of the financial statements.
Both the premiums received and losses on disposal relate
to options that have expired. Our presentation enables the
users of the financial statements to ascertain the premium
income that has been received in exchange for the Group
selling the right to a counterparty to sell shares to the Group
at a set price. The loss on disposal shows the users of the
financial statements the loss that has arisen as a result of
purchasing shares at a premium to market value. It is the
Group’s view that each of these line items is sufficiently
material to warrant disclosure of their nature and amount
separately as required by paragraph 97 IAS 1 Presentation
of Financial Statements (“IAS 1”). The net fair value gain
on equity derivatives (including premiums) in the current
period was £223.4m (FY25: net fair value loss of £36.1m).
The Frasers Group’s strategic investment strategy is a key
enabler in the growth and success of the Group and is in
the ordinary course of business.
During FY26 the Group concluded that it had obtained
significant influence over:
•
HUGO BOSS AG: following the appointment of Michael
Murray (Frasers Group CEO) to the Supervisory Board on
16 May 2025. The Group’s holding in Hugo Boss increased
to 25.01% by period end, with a carrying value at period
end of £627.7m. The market value of the holding at 26
April 2026 was £558.4m; and
•
Accent Group Limited: following the long-term partnership
announced in May 2025 (Accent committing to open 50
Sports Direct retail stores), board representation and an
increased shareholding. The Group’s holding in Accent
at period end is 22.9% with a carrying value of £130.4m.
The market value of the holding at 26 April 2026 was
£45.2m
Both investments are now accounted for as associates
using the equity method, with the previously held long-term
financial assets derecognised at fair value on the date
of becoming associates. Management have considered
indicators of impairment in line with IAS 28, since the
carrying value of both investments at year-end exceeded
their market value, and concluded that no impairment was
necessary. Further details can be found in note 20.
Aquisitions
The Group completed the acquisitions of XXL and Holdsport
during the period, together with a small number of other
transactions. Further details, including the provisional fair
value of assets acquired and goodwill arising of £234.8m
are set out in note 33.
FINANCIAL REVIEW
FRASERS GROUP PLC
30
Related Parties
Details regarding related parties are disclosed in note 35.
Relationship between Frasers Group plc and Mike Ashley
Mike Ashley opened his first sports shop in 1982 and built
the Frasers Group into a multi-billion-pound retailer over
the next forty years. The Group was initially floated on the
London Stock Exchange in 2007 and following continued
growth Mike stepped down as CEO in 2022. He also stepped
down from the Board of Directors later in 2022 and has no
day-to-day involvement or responsibility for the strategic
direction of the Group or any Board matters.
However, given his extensive involvement in leading the
business for over forty years, the Board has an agreement
with Mr Ashley, through his own company MASH
Holdings Limited, which provides for management to
seek his expertise in discrete areas where he has specific
knowledge, for example in warehousing, logistics or strategic
relationships with the supply chain. He does not receive
any remuneration for providing this advice to management
and has no decision-making powers.
Cash Flow and Net Debt
Net debt increased by £321.4m from £941.0m at 27 April 2025
to £1,262.4m at 26 April 2026, reflecting capital expenditure,
strategic investments and acquisitions in FY26, particularly
further investments in Accent Group and HUGO BOSS and
the purchases of investment property noted above. Net
debt includes £94.3m of borrowings relating to the Frasers
Group Financial Services Limited securitisation facility (27
April 2025: £93.5m).
Net interest on bank loans and overdrafts increased to
£118.5m (FY25: £81.0m) largely due to increased usage of
borrowing facilities following the refinancing in July 2025.
Analysis of net debt:
26 April 2026
27 April 2025
Cash and cash equivalents
£388.9m
£252.2m
Borrowings
(£1,651.3m)
(£1,193.2m)
Net debt
(£1,262.4m)
(£941.0m)
Securitisation (disclosed within borrowings)
(£94.3m)
(£93.5m)
Net debt excluding securitisation
(£1,168.1m)
(£847.5m)
In July 2025 the Group successfully refinanced its existing
borrowings, entering into a combined term loan and
revolving credit facility of £3 billion for a period of three
years. The facility had two one-year extension options, the
first of which was exercised on 2 July 2026.
The Group also continues to have access to the Frasers
Group Financial Services Limited securitisation facility,
with new drawings of up to £130m being able to be
drawn against eligible consumer credit receivables until
December 2026.
The Group continues to operate comfortably within its
banking facilities and covenants and the Board remains
comfortable with the Group’s available headroom.
Summary of Cash Flow
52 weeks ended
26 April 2026
52 weeks ended
27 April 2025
Operating cash inflow before
changes in working capital
£946.4m
£800.4m
(Increase)/decrease in receivables
(£147.5m)
£131.5m
Decrease in inventories
£22.6m
£203.4m
Decrease in payables
(£3.1m)
(£18.4m)
Decrease in provisions
(£70.4m)
(£33.2m)
Cash inflows from operating
activities
£748.0m
£1,083.7m
Income taxes paid
(£164.2m)
(£140.3m)
Net cash inflows from operating
activities
£583.8m
£943.4m
Lease payments
(£193.3m)
(£142.0m)
Net finance costs paid
(£108.7m)
(£66.0m)
Net capital expenditure
(£651.0m)
(£386.4m)
Purchase of subsidiary undertakings
and associated undertakings, net of
disposal proceeds
(£330.5m)*
(£48.9m)
Net cashflows in relation to equity
derivatives
£523.0m
(£105.0m)
Purchase of listed investments, net of
disposal proceeds
(£147.4m)
(£694.0m)
Purchase of own shares
(£18.1m)
-
Other
£20.8m
£5.5m
Movement in net debt
(£321.4m)
(£493.4m)
*Adjusted to reflect the impact on net debt of borrowings held by acquired entities at acquisition
(Holdsport and XXL).
Summary of Consolidated Balance Sheet
26 April 2026
27 April 2025
Property, plant & equipment
£1,426.1m
£1,097.2m
Investment properties
£852.2m
£513.3m
Long-term financial assets
£516.0m
£959.1m
Investments in associated undertakings
£764.1m
£36.4m
Intangible assets
£99.4m
£58.5m
Inventories
£1,279.8m
£1,128.3m
Trade & other receivables
£978.8m
£927.8m
Trade & other payables
(£879.1m)
(£663.8m)
Provisions
(£160.0m)
(£223.6m)
Net debt (excluding securitisation
borrowings)
(£1,168.1m)
(£847.5m)
Securitisation borrowings
(£94.3m)
(£93.5m)
Lease liabilities
(£878.6m)
(£667.8m)
Other
(£283.6m)
(£236.3m)
Net assets
£2,452.7m
£1,988.1m
The increase within property, plant and equipment from
27 April 2025 is largely due to net additions from acquired
businesses partially offset by depreciation.
The increase to investment property since 27 April 2025
primarily reflects acquisitions totalling £397.1m at sites
including, Swindon outlet and Braehead shopping centre
and fair value gains of £14.8m offset by £72.9m in respect
of properties transferred to property plant and equipment
following a change in use.
FINANCIAL REVIEW
FRASERS GROUP PLC
31
Long-term financial assets have decreased since 27 April
2025 due to the reclassification of the fair value of the
Group’s holdings in HUGO BOSS and Accent Group to
investments in associated undertakings (a reduction of
£569.2m), the acquisition of XXL (a reduction of £25.8m),
net additions of £102.4m, and fair value gains of £49.5m.
The principal movements in investments in associated
undertakings relate to the reclassification of the fair value
of the Group’s holdings in HUGO BOSS and Accent Group
from long-term financial assets (an increase of £569.2m), net
additions of £137.5m (primarily further investments in HUGO
BOSS and Accent Group), the Group’s share of associates’
profit (an increase of £53.6m), and foreign exchange
gains (an increase of £29.8m), offset by the Group’s share
of associates’ other comprehensive losses (a reduction of
£8.6m), dividends received (a reduction of £19.1m), and fully
impairing the carrying value of the Group’s investments in
Kangol LLC, Hudson Holdings and X Channel Marketing
Limited (a reduction of £34.7m).
The increase to intangible assets since 27 April 2025
primarily reflects the recognition of approximately £139.1m
of goodwill in respect of the acquisition of XXL and £90.8m
of goodwill in respect of the acquisition of Holdsport (plus
the associated foreign exchange movements), offset
by amortisation charged in respect of other intangible
assets and impairments of goodwill and intangible assets
in respect of Matches, Everlast, Twinsport, XXL and the
Webster totalling £232.0m.
The increase in the inventory balance since 27 April 2025 is
largely reflective of the acquisitions of XXL and Holdsport.
Trade and other receivables includes £356.2m relating to
deposits in respect of derivative financial instruments (27
April 2025: £522.7m) and the Frasers Group Financial Services
consumer credit receivables portfolio with a carrying value
of £177.1m (27 April 2025: £181.7m). The balance at 26 April
2026 also includes a receivable of £42.5m in respect of the
disposal of the Coventry Arena.
See note 28 to the consolidated financial statements for
further details in relation to provisions.
The increase in trade and other payables since 27 April 2025
largely follows seasonal patterns, the impact of acquisitions
(Holdsport and XXL), and the timing of payments around
the end of April 2026.
The increase in lease liabilities since 27 April 2025 is largely
due to the acquisitions of XXL and Holdsport.
Summary of Consolidated Balance Sheet
(Extract)
26 April 2026
27 April 2025
Investments
£2,406.0m
£2,145.8m
Debtors: amounts falling due within one
year
£471.2m
£635.6m
Creditors: amounts falling due within one
year
(£1,903.8m)
(£1,851.3m)
Investments relate to investments in subsidiaries, long-term
financial assets and associates (mainly Hugo Boss and
Accent Group). The year-on-year increase is largely due
to strategic investments acquired in the period and fair
value gains.
The majority of the movement in debtors relates to an
decrease in collateral to cover margin requirements for
derivative transactions held with counterparties. The
remaining balance relates to amounts owed by group
undertakings.
Creditors largely relate to amounts owed to group
undertakings. The year-in-year increase is largely due to
the purchase of long-term financial assets and investments
in associates noted above, which was funded via loans from
the parent company’s trading subsidiaries.
Chris Wootton
Chris Wootton
Chief Financial Officer
15
th
July 2026
NON-FINANCIAL AND SUSTAINABILITY INFORMATION
FRASERS GROUP PLC
32
The table below sets out where the information required
by sections 414CA and 414CB of the Companies Act 2006
can be found in this Annual Report.
Requirement
Location
Relevant Policies
Environmental
Matters
TCFD REPORT – pages
37 to 44
Environmental policy
Climate related
financial disclosures
TCFD REPORT – pages
37 to 44
Environmental policy
Employees
ESG REPORT – pages
34 to 48
Staff Handbook Employee
Data Privacy Statement
Acceptable Use Policy
Community issues
ESG REPORT – pages
34 to 48
Social Matters*
ESG REPORT – pages
34 to 48
Human Rights
ESG REPORT – pages
34 to 48
Anti-Slavery and Human
Trafficking Policy
Anti-Bribery &
Corruption policy^
ESG REPORT – pages
34 to 48
Staff Handbook
Anti-Bribery & Corruption
policy
Whistleblowing Policy
Code of Conduct / Supply
Policy
* We continually work to ensure that we improve in this sector. Our policy is not sufficiently
formalised although evidence of what we do can be located on pages 38 to 48.
^The Group operates supplier code of practice which requires factories involved in the
production of goods to obtain third party assurance over their internal practices in line with
relevant regulatory standards. This assurance is provided by third parties such as BSCI and
SEDEX and reviewed by the Group.
NON-FINANCIAL &
SUSTAINABILITY INFORMATION
WORKERS’ REPRESENTATIVE REPORT
FRASERS GROUP PLC
33
WORKERS’ REPRESENTATIVE
REPORT
“
I have had the privilege of serving as the Workers’
Representative and Workforce Director for the past seven
years, a responsibility that I remain deeply proud to hold.
Throughout this time, I have continued to build strong
and productive relationships with both our Executive
and Non-Executive Directors, while maintaining an open,
honest, and transparent connection with colleagues
across Frasers Group.
I retain oversight of both the colleague welfare portal and
whistleblowing hotline, ensuring that every colleague has
a direct and confidential route to raise concerns, share
feedback, or seek support. Transparency remains central
to my role, and I continue to provide relevant insights
to the Board or, where appropriate, manage matters in
accordance with our whistleblowing policy.
Supporting colleague welfare and wellbeing remains
my primary focus, ensuring the colleague voice is heard
and considered while keeping our people at the heart of
decision-making across the business.
A key part of my role is helping to foster a culture where
every colleague feels valued, respected, and recognised
for their contribution. By putting people first, we create an
environment where individuals are empowered to succeed
and feel genuinely connected to our collective ambitions
and future success. In line with our remuneration strategy,
I remain in regular dialogue with both Executive and
Non-Executive teams to ensure we continue to reward
colleagues fairly and maintain a competitive position
within the market. I also regularly engage with stakeholders
across the Group, providing insight and perspective that
helps shape and enhance colleague welfare initiatives
throughout the business.
I remain incredibly proud to be part of Frasers Group and
to contribute to the continued growth and success of the
business. I am also committed to and greatly enjoying
working with the newest members of the Board, whose
fresh perspectives and expertise continue to provide
valuable insight, enhancing our collective understanding
of how Frasers Group operates, evolves, and succeeds.
...keeping
our people at the
heart of decision-
making across
the business.
Cally Price
Cally Price
Non-Executive Workforce Director
15
th
July 2026
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
34
ESG & TCFD REPORT
Sustainability and responsible business remain a core focus for Frasers Group, supporting
our ambition to build the planet’s most admired and compelling brand ecosystem.
PRODUCT
PEOPLE
CHANNELS
Climate
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
34
Our Sustainability Strategy
Our sustainability framework is built on three
core pillars: Products, People and Channels.
Aligned with the United Nations Sustainable
Development
Goals,
these
pillars
were
shaped by a materiality assessment that
identified where we are best placed to make
a meaningful impact. This applies not only to
how we operate, but to how the wider retail
industry can evolve.
We’re committed to elevating our stores,
our people and the way customers shop.
Identifying and managing environmental
and social risks, while building resilience
against them, supports that commitment and
strengthens our long-term focus on delivering
shareholder value.
Climate is a key consideration across this
work. Our actions are guided by clear targets,
and our climate impact is one of the measures
we use to track progress.
Channels
We are reducing energy consumption across our stores, offices
and warehouses by installing more efficient appliances, adopting
renewable energy sources where possible, and encouraging
energy-saving behaviours across the business.
Distribution
We continue to improve how we work across the Group. This
includes optimising waste and recycling processes, and using
automation to increase speed, reduce resource use and enhance
efficiency.
Operations
We are rethinking how we move products across our network. By
maximising vehicle capacity, minimising the number of journeys,
and planning the future of our own fleet, we are working to make
logistics more efficient.
Logistics
From our supply chain to the high street, and through our charity
partnerships, we are focused on making a positive impact in the
communities where we
operate.
Communities
Our people are central to everything we do. We continue to
invest in key areas to support their development, wellbeing and
progression, all aligned with our goal of building the best team
on the planet.
Colleagues
Delivering world-class experiences means offering excellent
customer service and ensuring accessibility for all. This is how we
connect customers to the best brands and products in the word.
Customers
People
Products
We work closely with many of the world’s leading brands. This
focus area captures the joint progress we are making with our
brand partners through shared initiatives and innovation.
Circularity
We are working to improve the materials and processes used to
make our own-brand products. This includes sourcing recycled
content, using certified materials with lower resource impact, and
exploring alternative manufacturing methods that reduce energy,
water or chemical use.
Resources
We are exploring models that extend the life of the products our
customers buy from us. This includes repair and care products and
services, improving product durability, and trialling new models
such as rental and resale (lose takeback schemes). Our focus is
on identifying commercially sustainable solutions that appeal to
our customers.
Partnerships
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
35
Over the year, we have focused on strengthening
the foundations for long-term sustainability delivery,
particularly through improving the quality, consistency and
traceability of data. Enhanced emissions transparency has
supported early progress in shaping our transition planning
and informing decision-making across own-brand sourcing,
product development and operations.
We have also continued to improve supply chain visibility
and engagement, working more closely with suppliers to
build stronger relationships, deepen mutual understanding
and support a risk-based approach to responsible sourcing.
In parallel, we have invested in our colleagues, recognising
that their capability, engagement and performance are
central to delivering our sustainability priorities. During
the year, we strengthened our colleague proposition by
improving how we attract and retain talent, investing in
leadership and capability development, and enhancing
the overall colleague experience through better
communication, wellbeing support and clearer career
pathways. Engagement increased, retention remained
strong in key roles, and initiatives such as the AI Academy
and Elevation Board have helped build future capability
and encourage greater colleague input into the business.
Alongside this, we are investing in data systems and
governance to improve traceability across our own brand
products, supporting regulatory readiness and enabling
more consistent reporting across the Group. Taken
together, these actions support operational performance
and resilience by improving efficiency, strengthening supply
chain oversight and reducing exposure to operational and
regulatory risk, while ensuring we have the people, systems
and insight in place to deliver sustainable long-term value
Governance, Oversight and Accountability
Our Products, People and Channels (PPC) framework is
central to Frasers Group’s approach to sustainability and
responsible business. It provides a clear and consistent
structure through which ESG considerations are embedded
across the Group, supporting alignment between
sustainability priorities, business strategy and day-to-day
decision-making.
The framework is driven by the sustainability team and
overseen by the ESG Committee, led by the Group’s
Executive sponsor for ESG, the Chief Financial Officer.
The Committee works with stakeholders across the
Group to monitor progress and identify opportunities to
further integrate ESG considerations into strategy and
operations. The simplicity of the framework supports
clear communication across the business, as well as with
partners and other key stakeholders.
ESG Governance Structure
•
Frasers Group has Board-level engagement on ESG and
an Executive sponsor, the Chief Financial Officer.
•
The Chief Financial Officer, Chief People Officer and
Head of Sustainability sit on the ESG Committee, which
guides the direction of the sustainability framework and
oversees emerging and priority ESG topics.
•
The Head of Sustainability reports into the quarterly
Compliance and Risk Group and the Audit Committee,
as required, ensuring ESG and climate-related
matters are considered within the Group’s wider risk
management and governance processes. Further
details on the Group’s risk management framework are
set out on pages 51 to 65.
Through these governance arrangements, sustainability
considerations are integrated into risk oversight and
inform strategic and operational decision-making across
the Group, supporting the effective management of
ESG-related risks and long-term resilience.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
35
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
36
Greenhouse Gas Emissions and Energy
Consumption
Reporting period
1 May 2025 to 30 April 2026
Consolidation approach
Financial control
Boundary summary
All entities and facilities globally, either
owned or under financial control, were
included.
Consistency with financial
statements
Organisations
are
encouraged
to
align information to financial years, to
aid comparability and consistency of
information with financial performance.
SECR reporting has been prepared on
an annual basis to 30 April 2026, which is
aligned with the financial year of Frasers
Group.
Emission factor data
source
DESNZ 2025 for the UK, AIB European
Residual Mix Factors 2025 and EPA GHG
Emission Factors Hub 2025
Assessment methodology
Scope 2 reporting uses the market-based
calculation approach.
Estimations
5.0% of the energy data (kWh) and
3.0% of emissions data (FY25: 9.4% of
the energy data (kWh) and 8.4% of the
emissions data) used to prepare these
results are based on estimations or
extrapolations, as calculated by a third-
party provider
Intensity ratio
Emissions per £m of revenue
The Group has engaged a third-party provider to assess
emissions and energy consumption for the periods reported
in these results.
Scope 1 emissions comprise the emissions associated with
the combustion of fuels by the Group, as well as additional
emissions sources such as transport fuel. Scope 2 emissions
comprise the emissions associated with electricity
consumption by the Group, as well as emissions from any
generated electricity. Scope 3 emissions are other indirect
emissions occurring as a consequence of the activities from
sources not owned or controlled by the Group, including
indirect transport from travel in employee-owned cars and
lease/hire cars not owned by the Company, transmission
and distribution losses and well to tank losses. The non-UK
emission factors are those published by IEA and specific
to each country.
CO2 equivalent factors are used, which ensures we have
reported on all of the emission sources required under the
Companies Act 2006 Regulations. Consumption considers
all group companies and no adjustments have been made
to comparatives for prior periods for subsidiaries newly
acquired in the period.
The Group’s CO2 emissions and supporting metrics are
detailed in the following table:
Year
FY26
FY25
Scope 1 CO2 emissions (tonnes)
34,692
34,017
Scope 2 CO2 emissions (market based) (tonnes)
39,766
42,622
Scope 2 CO2 emissions (location based) (tonnes)
46,251
56,304
Scope 3 CO2 emissions (tonnes)
13,504
13,923
Total Scope 1, 2 and 3 emissions (tonnes)
87,962
90,561
CO2 emissions (tonnes) / £m turnover
16.5
18.5
53% (FY25: 56%) of Scope 1 and 2 emissions (market based)
relate to the UK and UK offshore areas.
The table below shows the Group’s energy consumption.
Scope 1 consumption relates to the consumption of fuel
and consumption from facilities operated by the Group.
Scope 2 consumption is based on the amounts of electricity
purchased through the period, as well as heat and steam
the Group generates for its own use.
Year
FY26
FY25
Scope 1 consumption (kWh)
166,552,716
163,962,243
Scope 2 consumption (kWh)
252,520,759
251,658,353
Total Scope 1 and 2 consumptions (kWh)
419,073,475
415,620,596
The table below shows energy consumption for the UK and
UK offshore areas only:
Year
FY26
FY25
Scope 1 consumption (kWh)
151,355,148
149,456,207
Scope 2 consumption (kWh)
150,072,973
177,037,355
Total Scope 1 and 2 consumptions (kWh)
301,428,121
326,493,562
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
36
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
37
Frasers Group continues to support the aims of the
TCFD, which we believe is an important step in tackling
climate change. In compliance with the requirements
of Listing Rule 6.6.6(8) and TCFD recommendations
and recommended disclosures, below we have
provided disclosure on how Frasers Group incorporates
climate-related risks and opportunities to inform our
future strategy, risk management approach, and the
metrics and targets we use to monitor our progress.
Index of TCFD Recommended Disclosures:
1.
Governance
a.
Describe the board’s oversight of climate-related risks
and opportunities
b.
Describe management’s role in assessing and
managing climate-related risks and opportunities
Page 38
Page 38
2.
Strategy
a.
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and
long term
b.
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy,
and financial planning
c.
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Page 39
Page 40
Page 42
3.
Risk Management
a.
Describe the organisation’s processes for identifying
and assessing climate-related risks
b.
Describe the organisation’s processes for managing
climate-related risks
c.
Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management
Page 43
Page 43
Page 43
4.
Metrics and Targets
a.
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
b.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
c.
Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
Page 44
Page 44
Page 44
TASK FORCE ON CLIMATE-
RELATED FINANCIAL
DISCLOSURES (TCFD)
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
38
GOVERNANCE
a)
Describe the board’s oversight of climate-related risks
and opportunities
The Board has ultimate responsibility for the Group’s system
of risk management and internal control and for ensuring
that the Group’s strategy takes appropriate account of the
risks and opportunities it faces, including those related to
climate change.
Climate-related matters are considered by the Board at
least annually as part of its review of principal risks, strategy
and financial planning, and more frequently where required
in response to regulatory developments or emerging risks.
Oversight of climate-related risks and opportunities is
delegated by the Board to the Audit Committee.
The Audit Committee receives quarterly updates from
the Compliance and Risk Steering Group, which include
climate-related risks and opportunities where these are
considered material to the Group’s risk profile, including
where there are significant changes in exposure, emerging
developments, or where risks are assessed as exceeding the
Group’s risk appetite. Climate-related risks and opportunities
identified in the Compliance and Risk Steering Group are
also escalated, on a quarterly basis, to the ESG Committee,
which is chaired by the Head of Sustainability and includes
the Chief Financial Officer and the Chief People and Brands
Officer.
The ESG Committee provides oversight of the Group’s
sustainability strategy and directs the management of
climate-related risks and opportunities, including determining
appropriate responses and actions where required.
The Audit Committee reports to the Board on a quarterly
basis as part of its regular reporting on risk, governance
and internal control, including climate-related matters
where these are considered material or relevant to the
Group’s risk profile.
In discharging its responsibilities, the Audit Committee
oversees:
•
Review of the Group’s ESG-related risks and opportunities.
•
Monitoring progress against climate-related targets
where established.
•
Consideration of the materiality of climate-related risks
and their potential impacts on financial statements.
•
Monitoring adherence to relevant externally applicable
sustainability-related codes, standards and principles.
This approach ensures that climate-related considerations
are reviewed alongside other strategic and operational risks,
rather than through a standalone governance structure.
The Board also considers climate-related regulatory
developments and emerging expectations as part of its
oversight of longer-term risks and resilience. The Board
receives periodic updates on climate-related regulatory
developments and emerging risks, supported by internal
subject matter experts where appropriate.
Climate-related objectives are not currently linked to Board
remuneration. The Group continues to manage climate-
related risks and opportunities through its established
governance, risk management and operational processes,
and has not incorporated specific climate metrics into
remuneration structures at this stage.
b)
Describe management’s role in assessing and managing
climate-related risks and opportunities
Executive management is responsible for identifying,
assessing and managing climate-related risks and
opportunities through the Group’s existing risk management
and governance arrangements.
•
Climate-related risks are identified and monitored
through functional risk registers, owned by relevant
business areas including finance, property, logistics,
commercial trading, supply chain and people.
•
The Head of Sustainability coordinates climate-related
inputs across the business, supports consistency of
approach, and monitors regulatory developments and
emerging risks.
•
Material climate-related risks are escalated through the
Compliance and Risk Steering Group, the ESG Committee,
and where appropriate to the Audit Committee, in line
with the Group’s established escalation processes.
The Chief Executive Officer has overall responsibility for
the management of risk across the Group, supported by
his direct reports who are accountable for risks within their
respective remits. For climate-related matters, the Group’s
executive sponsor for ESG is the Chief Financial Officer.
More information can be found on our risk management
framework on pages 51 to 65 and our approach to
sustainability on pages 34 to 44.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
39
STRATEGY
Disclose the actual and potential impacts of climate-
related risks and opportunities on the organisation’s
businesses, the strategy and financial planning where
such information is material.
a)
Describe the climate-related risks and opportunities
the organisation has identified over the short, medium,
and long term
In FY22, the Group identified a range of potential climate-
related physical risks, transition risks and opportunities
using both top-down and bottom-up inputs across relevant
business areas. This was supported by external advisers
who helped refine and consolidate the longlist, including
removing items assessed as not material* to the Group and
combining related hazards where appropriate.
For the purposes of this assessment, the Group applied
the following time horizons:
•
Short term:
<5 years (2023–2028)
•
Medium term:
5–20 years (2028–2048)
•
Long term:
>20 years (>2048)
These horizons are used to support consistent risk
identification and to inform how climate-related
considerations are monitored alongside wider business
risks, including within annual planning cycles.
* Climate-related risks were assessed in line with the Group’s risk management framework,
considering likelihood and potential impacts (including operational disruption and productivity
loss) over time. Risks were prioritised where they were assessed as having the potential to
materially affect operations, financial performance, or compliance requirements.
Physical Risks
Following workshops conducted with representatives
from relevant business functions, the identified risks were
consolidated. The main hazards assessed included: riverine
flooding, surface water flooding, extreme wind, coastal
inundation and extreme heat, including water stress.
To understand potential impacts, the Group assessed
exposure across three operational areas, sourcing, logistics
and retail, and reviewed key countries of operation across
these value chain areas.
Hazards were assessed for probability of disruption, potential productivity loss and relative weighting by sales and
procurement exposure.
The analysis indicated that coastal inundation and extreme heat were the most relevant physical risks for the Group’s
value chain, with other hazards assessed as not material at the time of assessment. Physical risks are expected to arise
predominantly over the medium to long term, absent mitigating actions.
1
Riverine Flooding
2
Surface Water Flooding
3
Extreme Wind
4
Coastal Inundation
5
Extreme Heat
HAZARDS
1
Flooding, Cyclones, Storm Surges
2
Rise in Sea Levels
3
Heatwaves
PHYSICAL RISKS
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
40
Transition Risks
Transition risks assessed included: cost to transition
(including energy), raw material and production cost
increases, carbon pricing mechanisms, regulatory and
reporting requirements, and shifting consumer expectations.
These risks are expected to arise over a shorter timeframe,
particularly those linked to regulation, reporting and
stakeholder expectations, and may continue to affect the
business over the medium to long term.
Opportunities
The Group also identified opportunities associated
with the transition to a low-carbon economy, including
operational efficiency, improved data readiness for
emerging requirements, and potential access to financing
for relevant projects.
b)
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
Climate-related risks are prioritised using the same overall
approach as the Group’s principal risks, considering
threats to the business model, performance, prospects
and/or reputation. For climate-related risks, the Group
also considers likelihood and potential financial impacts
where possible.
Climate-related risks and opportunities are incorporated
into financial planning through existing budgeting
and forecasting processes. This includes consideration
of potential impacts on operating costs (e.g. energy,
logistics and materials), capital expenditure requirements
associated with transition activities, and potential supply
chain disruption costs where relevant.
The table below summarises the climate-related risks and
opportunities identified as relevant, their potential impacts
on the value chain, and the mitigation approaches in
place.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
41
Risk and Opportunity Summary
Risk/
Opportunity
Type
Risk
Time
Horizon
Scenario
Affected
Business
Areas
Description of
Potential Impact
Strategic/Financial
Implication
Mitigation
Physical Risk
Extreme
Weather
- Coastal
Inundation
Medium to
Long term
1.5°C
and 4°C
(higher
impact
at 4°C)
Sourcing,
Logistics
Increased likelihood
of coastal flooding
affecting
supplier
locations and trans-
port
infrastructure,
potentially disrupting
manufacturing and
international logistics
routes.
Disruption to inbound
supply and interna-
tional transport could
extend lead times and
increase logistics costs
if events occur.
Supply chain continuity consider-
ations include supplier engage-
ment, monitoring of disruption
events, and contingency sourcing
options where feasible. Logistics
resilience is considered through
existing business continuity plan-
ning.
Physical Risk
Extreme
Weather
- Extreme
Heat
Medium to
Long term
1.5°C
and 4°C
(higher
impact
at 4°C)
Sourcing,
Logistics,
Retail
Increased frequency
and severity of ex-
treme heat events may
affect supplier produc-
tivity, raw material
availability, logistics
operations and retail
activities.
Potential productivity
impacts at supplier
locations may reduce
manufacturing output
or efficiency, which
could affect supply
chain reliability, ex-
tend lead times and
increase production or
sourcing costs where
disruption occurs.
Ongoing engagement with supply
partners and monitoring of oper-
ational disruption risks. Extreme
weather impacts are tracked
where they arise and managed
through existing operational and
risk management processes.
Transition
Risk
Cost to
transition to
a low-carbon
economy
Short to
Medium
term
1.5°C
Energy,
Logistics,
Property
Transition to lower
carbon energy and
fuels may increase
operating costs and
capital expenditure
due to investment in
more capital-intensive
technologies.
Increased energy and
logistics costs could
affect operating mar-
gins if not managed.
Lower-carbon energy options
and energy efficiency initiatives
are evaluated through standard
operational and capital planning
processes. To date, programmes
have been implemented to reduce
energy consumption, including
(but not limited to) LED lighting
upgrades, voltage optimisation,
the introduction of building en-
ergy management systems, and
trials of on-site renewable energy.
Transition
Risk
Carbon
taxation/
pricing
mechanisms
Short to
Medium
term
1.5°C
Finance,
Operations
Introduction or in-
crease in carbon pric-
ing mechanisms may
increase the Group’s
cost base directly or
indirectly
through
suppliers.
Potential increase in
operating costs over
time depending on
regulatory develop-
ments and emissions
profile.
Emissions data is used to moni-
tor potential exposure to carbon
pricing and inform the Group’s
ongoing transition planning pri-
orities. Regulatory developments
are monitored through risk gov-
ernance processes.
Transition
Risk
Regulatory
and
reporting
requirements
Short to
Medium
term
1.5°C
Legal,
Finance,
Governance
Rapidly evolving sus-
tainability reporting
and regulatory re-
quirements may in-
crease
compliance
burden and risk of
insufficient transpar-
ency.
Additional resource
requirements
and
potential reputational
or compliance risks if
expectations are not
met.
Ongoing monitoring of regulatory
developments and reporting re
-
quirements, supported by external
expertise and internal coordina-
tion across relevant functions.
Transition
Risk
Shifting
consumer
expectation
Short to
Medium
term
1.5°C
and 4°C
Commercial,
Product,
Supply Chain
Increasing consumer
and partner expecta-
tions for transparen-
cy and lower impact
products could affect
demand and brand
perception.
Potential impact on
product range ex-
pectations and brand
competitiveness over
time.
Development and implementation
of the Group’s Preferred Materials
and Processes* strategy to sup-
port informed design, sourcing
and commercial decisions.
Transition
Risk
Increased
cost of raw
materials
and
production
Short to
Medium
term
1.5°C
and 4°C
(higher
impact
at 4°C)
Commercial,
Supply
Chain,
Sourcing
Rising costs of raw
materials and manu-
facturing as a result
of carbon pricing im-
pacts, energy costs,
regulatory changes af-
fecting materials, and
supplier pass-through
of transition-related
costs.
Increased
cost
of
goods sold and po-
tential margin pres-
sure if cost increases
cannot be mitigated or
passed through.
Ongoing monitoring of key raw
material commodity prices and
supplier cost trends. Engagement
between commercial, sustainabil-
ity and sourcing teams to assess
alternative materials and produc-
tion approaches and to monitor
regulatory developments affect-
ing product materials.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
42
Opportunity
Operational
efficiency
Short to
Medium
term
1.5°C
Operations,
Logistics,
Property
Opportunities to op-
timise energy use and
operational efficiency
across the estate and
supply chain.
Potential to reduce op-
erating costs over time
and improve resilience.
Energy efficiency initiatives and
operational improvements are
embedded within ongoing busi-
ness planning and investment pri-
oritisation. For example, during
recent upgrades to our IT cooling
system, we assessed opportunities
to recover and reuse waste heat.
This led to relocating the system
indoors, improving resilience to
external conditions and enabling
more efficient airflow manage-
ment. In summer, cooler external
air is drawn into the system, while
in winter, captured heat is redis-
tributed across the warehouse
using existing infrastructure.
Since installation, this approach
has eliminated the need for gas
heating within the building.
Opportunity
Financing
and investor
engagement
Medium
term
1.5°C
Finance
Access to financing
for climate related
projects and improved
engagement with in-
vestors through en-
hanced disclosures.
Potential access to a
broader range of fi-
nancing options and
strengthened investor
confidence.
Continued enhancement of cli-
mate related and broader sus-
tainability disclosures and eval-
uation of financing options where
relevant.
Opportunity
Data
readiness
and
transparency
Short term
1.5°C
Governance,
Finance,
Sustainability
Improving the quali-
ty and consistency of
climate related data
supports prepared-
ness for future regu-
latory requirements.
Reduced compliance
risk and improved de-
cision making capa-
bility.
Ongoing development of climate
related data processes and re-
porting aligned to emerging
regulatory expectations.
*Preferred Materials and Processes are defined by our preferred materials strategy as options that reduce the energy consumption, emissions produced, or resources used compared to standard
materials or methods.
c)
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2
o
c or lower scenario
As part of the TCFD process, external consultants supported
a climate scenario analysis assessing potential physical
risks, transition risks and opportunities under 1.5°C and
4°C warming scenarios.
•
The 1.5°C scenario assumes a faster transition and
therefore higher exposure to transition risks (e.g.,
regulatory change, carbon pricing, and cost impacts).
•
The 4°C scenario assumes lower levels of intervention
and greater exposure to physical risks (e.g., extreme
weather).
The Group expects more significant physical risk impacts
to arise predominantly over the medium to long term,
whereas transition risks may arise in the short term and
persist into the medium to long term.
In assessing resilience:
•
Under a 1.5°C scenario, the Group anticipates increased
short- to medium-term cost and operational pressures
associated with regulatory change, carbon-related
costs, and evolving stakeholder expectations. These
risks are partially mitigated through ongoing initiatives
to improve emissions data quality, progress emissions
reduction and energy efficiency measures, and
embed climate considerations within governance
and operational planning. While some financial and
operational impacts are expected, the Group considers
its business model to be resilient over the medium to
long term, subject to the pace of regulatory change and
continued execution of mitigation actions.
•
Under a 4°C scenario, transition-related pressures are
expected to be lower in the short term; however, the
Group faces increased exposure to physical risks over
the medium to long term, including potential supply
chain disruption, increased operating costs, and impacts
on retail and distribution infrastructure. The Group’s
diversified operations and established risk management
processes provide a degree of resilience; however, the
severity and timing of these impacts remain uncertain.
The Group’s approach to maintaining and enhancing
resilience across both scenarios focuses on:
•
improving the quality and visibility of emissions and
climate-related data
•
progressing emissions reduction actions and energy
efficiency measures
•
monitoring regulatory developments and emerging
risks through existing risk governance processes
Overall, the Group believes its strategy can remain resilient
across both scenarios, provided it continues to make
progress in reducing emissions, improving data visibility,
and proactively managing climate-related risks.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
43
RISK MANAGEMENT
Disclose how the organisation identifies, assesses, and
manages climate-related risks
a)
Describe the organisation’s processes for identifying
and assessing climate-related risks
The Group identifies and assesses climate-related risks
as part of its broader enterprise risk management (ERM)
framework, using consistent processes applied across all
risk types. Climate-related risks are identified through a
combination of:
•
Top-down assessment, including consideration of
regulatory developments, market trends and external
analysis; and
•
Bottom-up inputs from relevant business functions,
including finance, property, logistics, commercial
trading, supply chain and people.
Scenario analysis has been used to support the identification
of physical and transition risks, including assessment of
risks across different time horizons and climate pathways.
All identified risks are assessed using the Group’s risk
management methodology, which applies a standardised
scoring framework based on:
•
Likelihood of occurrence,
•
Potential operational and financial impacts
For climate-related risks, this assessment is supplemented
by consideration of the time horizon over which the risk
may materialise (short, medium and long term), reflecting
the longer-term nature of certain physical and transition
risks as identified through TCFD scenario analysis.
These factors are combined to generate an overall risk
rating, typically aligned to the Group’s risk matrix, enabling
comparison and prioritisation across all principal risks.
Climate-related risks are prioritised where they are assessed
as having the potential to exceed defined risk appetite
thresholds or to materially affect the Group’s operations,
financial performance or compliance obligations. Risks
assessed as higher priority are subject to enhanced
monitoring, escalation through governance structures
(including the Audit Committee), and the development of
appropriate mitigation actions.
b)
Describe the organisation’s processes for managing
climate-related risks
Climate-related risks are managed through the Group’s
existing risk ownership and control framework, rather than
through separate standalone processes.
•
Responsibility for managing climate-related risks sits
with relevant business functions, with risks recorded and
monitored through functional risk registers.
•
Risk owners are responsible for:
•
monitoring relevant climate-related developments,
•
assessing potential impacts on their area of
responsibility, and
•
implementing mitigating actions where required.
•
Climate-related risks are managed using existing
controls and processes, including:
•
supply chain monitoring and engagement,
•
operational resilience and business continuity
planning,
•
monitoring of energy use and emissions where
relevant, and
•
tracking regulatory and reporting developments.
Material climate-related risks are escalated through the
Group’s Compliance and Risk governance processes, and
are reviewed alongside other risks within the Group’s risk
management cycle.
c)
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
Climate-related risks continue to be captured within the
Group’s ESG principal risk. The identification, assessment
and management of climate-related risks are integrated
into the Group’s enterprise risk management framework,
ensuring they are considered alongside other strategic and
operational risks. Our approach includes:
•
Disaggregation
. Assessment of climate risks as
individual physical and transition risks, across our
regions and sites.
•
Cross-cutting.
Integration of climate risks into existing
processes, so they can be considered alongside our
other operational and business risks, including their
interaction with those risks.
•
Appetite, ownership and escalation.
For climate-related
risks assessed as material, the Group establishes an
appropriate risk appetite, assigns clear ownership and
responsibilities, and defines escalation routes where
necessary.
•
Monitoring and evaluation.
Material climate-related
risks are subject to ongoing monitoring, evaluation
and reporting through the Group’s governance and
risk management processes.
Oversight of climate-related risks forms part of the Group’s
wider governance framework. The Audit Committee, on
behalf of the Board, reviews risk management and internal
control processes, including consideration of material
climate-related risks.
Further information on the Group’s enterprise risk
management framework and principal risks is set out on
pages 51 to 65.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
44
METRICS AND TARGETS
a)
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
The Group uses a range of climate-related metrics to
monitor and assess exposure to climate-related risks
and opportunities, primarily focused on greenhouse gas
emissions and energy use.
Greenhouse gas emissions
The Group measures and reports its greenhouse gas
(GHG) emissions in accordance with the GHG Protocol.
The organisational boundary for emissions reporting
aligns with the Group’s financial consolidation, covering
operations where the Group has operational control, unless
otherwise stated.
The reported emissions include:
•
Scope 1 emissions (direct emissions from owned or
controlled sources)
•
Scope 2 emissions (indirect emissions from purchased
electricity)
•
Scope 3 emissions (indirect emissions across the value
chain where data is available)
Scope 3 categories include relevant upstream and
downstream activities such as purchased goods and
services, transportation and distribution, and other
categories where data and methodologies are sufficiently
developed.
Estimation techniques and assumptions are applied where
primary data is not available, consistent with recognised
methodologies and industry practice.
Where data is incomplete or subject to limitations, this
is addressed through the use of appropriate estimation
methodologies. Any material exclusions or limitations in
data coverage are disclosed where relevant.
b)
Disclose Scope 1, Scope 2 and, if appropriate, scope
3 greenhouse gas (GHG) emissions and the related risks
The Group has established climate related targets aligned
to its sustainability strategy, focused on the management
and reduction of greenhouse gas emissions over time.
Target Area
Metric
Baseline
Year
Target
Target
Year
Scope
Progress
Status
Operational
emissions
Scope 1 &
2 emissions
(market
based)
(tCO₂e)
(1)
FY23
Absolute
reduction of
58.8%
FY34
Scope 1
& 2
31%
reduction
In
Progress
Value chain
emissions
Scope 3
emissions
(tCO₂e)
(1)
FY23
63.8%
reduction
per million
GBP value
added
FY34
Scope 3
3%
reduction
In
progress
Products /
materials
% of own
brand
textiles using
‘Preferred
Materials’
(2)
N/A
50%
integration
by weight
FY30
Supply
Chain
15%
integration
In
progress
(1)
Carbon emissions have been calculated by an independent third-party specialist using
activity data provided by Frasers Group and other relevant data sources where necessary.
Calculations have been prepared in accordance with the Greenhouse Gas Protocol Corporate
Accounting and Reporting Standard and applicable emissions factors. Emissions data includes
estimates, assumptions and modelling techniques where primary data is unavailable or
incomplete. As data quality, methodology, emission factors and organisational boundaries
continue to evolve, previously reported figures may be updated or restated where appropriate.
(2)
Preferred Materials and Processes are defined by our preferred materials strategy as
options that reduce the energy consumption, emissions produced, or resources used compared
to standard materials or methods. The Preferred Materials Strategy currently applies to
products developed, designed and approved through the Group’s core product development
and sourcing processes. Reporting against the strategy is based on products captured within
the Group’s Product Lifecycle Management (PLM) and associated data management systems.
Products and brands operating outside these processes are not currently included within
reported performance metrics. The scope of the strategy will be reviewed periodically as data
systems and governance processes continue to evolve.
Progress against targets is monitored periodically and
reported through the Group’s governance processes.
Where relevant, climate related targets support:
•
Tracking of transition risk exposure (e.g. emissions
reduction and energy use)
•
Alignment with evolving regulatory and stakeholder
expectations.
In prior periods, the Group included submission to the
CDP Climate questionnaire as a target. This has been
reclassified in FY26 as a supporting disclosure activity
rather than a standalone target. The Group continues
to assess participation in external disclosure frameworks
based on relevance and data readiness.
c)
Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
Performance against climate related targets is monitored
using the metrics described above.
The Group continues to develop its data, methodologies
and processes to support improved measurement, tracking
and reporting of climate-related performance over time.
Where data availability or estimation approaches evolve,
prior period figures may be updated to improve consistency
and comparability.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
45
Our colleagues remain fundamental to the
Group’s success.
In FY26, their contribution helped drive progress across
the business in a year that continued to demand resilience,
pace and adaptability. We have continued to invest in
the areas that strengthen our people proposition, with
a focus on attracting strong talent, building capability,
supporting retention and improving the day-to-day
colleague experience.
Why It Matters
Retail is being shaped by constant movement, change and
pressure, and succeeding in that environment depends
on having teams who can respond quickly and perform
at a high level. Our culture is designed to support that –
creating an environment where colleagues understand
expectations, feel supported to develop, and are motivated
to keep improving. In FY26, our people played an important
role in helping the Group deliver in a complex external
environment, while also helping to shape the priorities that
will guide our focus in FY27.
Culture and Values
Our culture continues to influence how we work together,
how we lead and how we support performance across
the business. In FY26, we placed greater emphasis on
understanding colleague experience more clearly and
using that insight to inform decisions and actions that
improve consistency across the Group.
Our colleague engagement survey was a key part of that
work. Participation reached 70%, providing a strong base
of feedback to help identify what is working well and where
more attention is needed. Overall engagement increased
to 68%, 2 percentage points higher than in our last survey.
The results showed particular strengths in our people
being clear on their priorities, in always seeking ways to
improve what we do and in the support colleagues receive
from managers to perform and develop. Colleagues also
demonstrated a strong connection between their role and
our wider business performance.
FY26 also saw the launch of the Elevation Board, a new
forum that brings ambitious colleagues together with
members of the Executive team throughout the year
to contribute ideas, give feedback on challenges and
opportunities and to support the development of high
potential talent across the Group.
Attraction
Hiring the right talent at the right pace remained a clear
priority in FY26. Our Employer Brand continues to reflect
the environment we want to create: one that promotes high
performance through strong support, gives colleagues the
confidence to own their role and enables the opportunity
to develop and grow their careers. This approach also
received external recognition this year, with Frasers Group
winning the Best Large Company Employer Brand at the
RAD Awards in February.
During the year, we increased the focus on social content
used to engage potential candidates, directly reflecting our
employer brand and value proposition. This has helped us
build stronger external talent communities which, alongside
the success of our internal progression initiatives, led to a
higher quality of candidates for key roles and ultimately
our hiring managers needing to interview fewer people to
find the best person for their role.
We also improved our ability to hire quickly across the
estate, particularly when responding to trading demand
within our stores. Time to hire in retail reduced across both
salaried and casual roles and during the Christmas peak,
over 3,500 hires were onboarded with an average time to
hire of only eight days across our Sport Direct stores.
Retention
Retaining the knowledge, capability and commitment
of our colleagues remains an important focus. In FY26,
UK salaried workforce turnover reduced further to 24%,
reflecting our continued progress in a challenging labour
market.
Within our Sports Direct management population,
retention remained strong. Store Manager retention
held at 92% again this year vs FY25 and Assistant Store
Manager retention also held level at 90%. Footwear
Manager stability reduced slightly to 89% compared
with 93% in FY25. In FY26 we also retained 91% of the
colleagues identified as top talent.
Our stability in these
areas continues to demonstrate that we are doing the right
things to retain key talent in key roles.
COLLEAGUES
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
45
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
46
Development
Developing capability across the business remained a
major area of focus in FY26. Our approach continued to
centre on leadership development, retail expertise and
more accessible, scalable learning.
One of the most significant developments during the year
was the launch of our AI Academy. Created in partnership
with Microsoft, the Academy is designed to help colleagues
build confidence in using emerging technology and
to support practical, responsible adoption across the
organisation. It brings together access to tools, including
Microsoft Copilot, digital learning pathways, colleague
communications and function-specific guidance so that
teams can apply AI in ways that are relevant to how they
work.
Alongside this, our Leadership Academy continued to
strengthen capability across the business, while our Retail
Academy supported greater consistency in standards,
faster progression to competence and continued to
feed career progression instore. During the year, more
than 17,000 active Retail Academy users completed over
150,000 learning modules. For colleagues preparing for
future leadership roles, the Retail Academy included
ILM-accredited Team Leader programmes and our Senior
Retail Designate pathway.
Wellbeing
Supporting colleague wellbeing remained an important
part of our people agenda in FY26 through our Frasers Fit
programme and its three pillars of Move, Money and Mind.
During the year, the programme drove greater participation
in physical activity through campaigns, local activations
and opportunities to take part in events. For example,
we had over 100 colleagues attend HYROX events and
marathons. Through our partnership with the Retail Trust,
colleagues have access to an improved retail rewards
platform, providing a range of personalised benefits
supporting wellbeing, financial security and lifestyle needs.
We continued to support the Retail Trust with its Respect
Retail campaign, helping raise awareness of the challenges
faced by colleagues in retail and signposting support more
effectively. Activity during the year also included support
for key moments such as World Mental Health Day and
Mental Health Awareness Week. Together, these actions
helped improve access to support and reinforce a more
consistent wellbeing offer across the business.
Communication
Helping colleagues feel informed, connected and clear
on what matters remains a priority in a business with
colleagues working across stores, warehouses and offices
globally. For an organisation of our scale and breadth,
effective communication is both a challenge and an
enabler of performance.
In FY26, we continued to strengthen our communication
channels and approach. Viva Engage has become an
established channel for connecting colleagues to business
updates and wider Group activity.
Company-wide content saw an increase in engagement of
23.8% vs FY25. Updates shared directly by senior leaders
performed strongly, helping important messages land
more clearly and improving colleague connection to the
Group’s strategy and goals. Communication was also an
area that showed improvement in the engagement survey
this year.
Our “Work, Connect, Learn” channel strategy continues
to bring clarity to colleague communications, making it
easier for people to understand which platforms to use,
what each channel is for and where to find the information
most relevant to them.
Diversity and Inclusion
We believe that different perspectives strengthen the
business and that an inclusive working environment supports
both individual progress and collective performance. We
want colleagues to feel respected, supported and able to
contribute fully, regardless of background.
We have zero tolerance for discrimination or harassment
on the basis of gender identity, sexual orientation, race,
ethnicity, nationality, religion or belief, age, disability, or any
other protected characteristic. Through our Management
Without Limits programme, we continued to support
more inclusive leadership by helping managers better
understand the value of diverse teams and the role that
conscious and unconscious bias can play in decision-
making and day-to-day people practices.
We also remain committed to ensuring fair consideration
for disabled candidates and colleagues, and to creating
an environment in which those whose first language is not
English can contribute effectively and feel fully included.
The table below sets out the gender diversity of our
workforce at the period end. During FY26, the proportion
of female directors decreased to 25%, while representation
among female senior managers and managers increased
to 33% and 36% respectively. We remain committed to
providing equal opportunity for progression across the
Group.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
47
Female
Male
Directors
25%
75%
Senior Managers
33%
67%
Managers
36%
64%
Other Employees
54%
46%
The Gender Pay Gap
Our UK Gender Pay Gap Report 2025 provides an overall
summary for all UK employees and engaged workers across
Frasers Group, including the nine entities within the Group
that employ more than 250 people. Frasers Group reported
a gender pay gap of 1.6% in 2025, compared with 2.1% in
2024, reflecting further improvement in this area.
Fairness and consistency in earnings remain important
priorities across the Group. We continue to align roles and
strengthen transparent pay structures across the business.
Performance-related bonuses remain a significant part
of our reward approach and are designed to operate in
a gender-neutral way. In 2025, the proportion of females
receiving a bonus again exceeded the proportion of males,
and the median bonus gap reduced year on year.
We recognise that differences in total earnings remain and
continue to review the support, processes and training that
help employees and engaged workers maximise earning
potential through our bonus and commission schemes.
Talent and Capability
Building internal talent and strengthening capability remain
central to delivering our strategic objectives. In FY26, we
simplified the talent review process through a centralised
system, improving efficiency for both managers and the
People team. Our results in this area continue to improve,
with 91% of our highest rated colleagues being retained
through the year.
Following the shift from an annual performance review
cycle to a more flexible, ongoing approach, we introduced
a toolkit to help managers support performance more
effectively. This has enabled our teams to adopt the
right approach for their individual requirements. Work
will continue in FY27 to tailor this approach for different
business areas to further support colleague development
and career growth.
During FY26, we also developed a Head Office career
pathways framework for launch in FY27. The framework
will give colleagues greater visibility of progression routes
and the skills and development needed to progress.
Remuneration and Reward
Recognising contribution and reinforcing performance
remain important parts of our reward approach. In FY26, we
paid over £29m through commission and bonus schemes
across the Group and continued our commitment to pay
above the national minimum and living wage rates.
As we continue to pursue our ambitious long-term growth
plans, we extended the Fearless scheme to October 2030
and expanded it to become the Fearless 1200. By increasing
the number of colleagues included within the tiered share
award opportunity, we are recognising the contribution our
people make every day and further aligning our colleagues
with the future success of the Group.
We also refreshed our Frasers Champion programme, which
recognises colleagues who demonstrate our values while
delivering strong performance. During the year, recognition
themes were used to focus the nomination and selection of
Champions on business priorities, including sustainability
and key trading periods such as Back to School.
Casual Workers
We continue to strive to ensure our arrangements for casual
staff are fair and equitable. All casual workers are paid the
same rates as permanent employees in the same role. We
promote stability in working hours, while our casual workers
also benefit from the flexibility to decline shifts at any time.
This flexibility also benefits the Group, enabling us to adjust
staffing levels to cope with peak times and quieter periods.
In the FY26 engagement survey, casual workers reported
an overall engagement score of 72%, highlighting the
positive experience that colleagues working in these roles
enjoy across our business.
Casual workers are also included in our commission
schemes and in the Fearless 1200 bonus scheme.
ESG REPORT (INCLUDING TCFD)
FRASERS GROUP PLC
48
Health & Safety
Health, safety and welfare remained an important
operational focus in FY26 as we continued to strengthen
consistency and oversight across the business. During the
year, the Warehouse and Leisure safety teams were brought
into the central Health & Safety department, helping align
training, policy and process more effectively across UK and
EU operations.
The function also moved to a KPI-led operating model,
replacing manual tracking with more automated,
data-driven reporting against core compliance measures
such as fire risk assessments, reviews and audits. This has
improved visibility and strengthened assurance.
Key developments during the year included continued
progress on a new accident and incident reporting system
and transition to the improved ARMS 1 platform, creating
a significantly better user experience. We enhanced
eLearning for retail colleagues, progressed EU inductions
and supported further professional development within
the Health & Safety team, including NEBOSH and Fire Risk
Assessment qualifications.
Fire risk assessment processes were fully rolled out across
EU operations, helping improve consistency, monitoring
and action management. The Health & Safety app was
also deployed across all UK and Ireland stores for bi-annual
equipment checks, with EU rollout in progress. Internal EU
Health & Safety audits are now fully operational, improving
visibility of actions and follow-through.
We also continued to receive positive feedback from local
authorities, with no enforcement actions or prosecutions
in the last 12 months, including across more than 80 store
visits in the UK and Ireland.
Accident and incident metrics for FY26 were as follows:
•
RIDDOR incidents:
11 reported (FY25:10 reported)
•
Accident rate:
3.1 per 100,000 hours worked (down from
3.5 in FY25)
•
Public accidents:
5.9 per £10m store turnover (up from
4.6 in FY25, but below industry averages)
Accident/Incident Metrics (FY26):
• RIDDOR incidents:
11 reported (FY25:10
reported)
• Accident rate:
3.1 per 100,000 hours
worked (down from 3.5 in FY25)
• Public accidents:
5.9 per £10m store
turnover (up from 4.6 in FY25, but below
industry averages)
SECTION 172 STATEMENT
FRASERS GROUP PLC
49
The Board confirms that, during FY26, it has acted in the
way it considers, in good faith, would be most likely to
promote the success of the Company for the benefit of its
members as a whole, having regard to the stakeholders
and matters set out in s.172(1)(a)-(f) of the Companies Act
2006.
This statement sets out the matters considered under each
subsection of s.172(1) (a)-(f) and provides cross references
to where further information can be found in the Annual
report. The areas the Board focused on during the year
and the key decisions made are set out on page 68 to
75 and our report on stakeholder engagement during the
year is on page 69.
A. The likely consequences of any decision
in the long term
When making key strategic decisions, the Board takes into
consideration the strategy, purpose, values and culture of
the Group. The Board is focused on the sustainability of
the Group and mindful of the impact the decisions may
have on this objective. For each matter, it also considers
the likely consequences of any decision in the long
term, identifying stakeholders who may be affected and
carefully considering their interests and any potential
impact part of the decision-making process may have.
During the year, the Board has made decisions based
on board papers, presentations from senior executives,
information documents and discussions with external
advisors and reports from both internal and external
specialists.
Principal Decisions/Steps:
The Board continued to be acquisitive throughout the
year. The acquisition of XXL gave the Group a footprint
in Finland, Sweden and Norway, while acquiring South
African sports retailer Holdsport forms a key component
of the Group’s growth plans in Africa going forwards. The
Group also acquired the trade and assets of The Webster,
a premium luxury brand in the US, bringing with it an
online presence and physical retail locations.
On 23 August 2025 the Group disposed of the Coventry
Arena business allowing it to continue to focus on growth
in Sports retail.
The Group has also made further substantial strategic
investments, including further investment in HUGO BOSS
and Accent Group as the Group continues to explore
opportunities to expand commercial relationships and
further develop the Group’s ecosystem.
Significant acquisitions of retail property have also
continued in the year, including Braehead Shopping
Centre and Swindon Designer Outlet in the year. These
acquisitions unlock occupational demand for our retail
business whilst delivering strong property returns that can
be recycled at the appropriate time.
B. The interests of the Company’s employees
Details of the initiatives and engagement with our
colleagues is detailed in the Workers’ Representative
report, the Our People report and the Directors’ report.
Principal Decisions/Steps:
The Non-Executive Workforce Director remains the
primary method that we use to ensure that colleagues
are listened to and responded to by somebody who
fully understands their situation. Cally Price remains the
Workers’ Representative on the Board and retains full
control of the colleague welfare portal.
Since launching in FY24, our Retail Reconnect initiative
continue to build closer, more collaborative relationships
throughout the business. This initiative ran again in FY26
and continues to receive positive feedback from both
head office and shop floor staff.
We have continued to develop our Frasers Fit initiative.
This uses the skills and experience of our Everlast Gyms
Team to provide structured content and motivation
relating to physical wellbeing to supplement the mental
and financial provided by our partners at the Retail Trust.
C. The need to foster the Company’s
business
relationships
with
suppliers,
customers and others
The Group aims to develop and maintain mutually
beneficial business relationships with all our suppliers
and government agencies and other stakeholders. Details
of the Company’s business relationships with suppliers,
customers, regulators and lenders are set out in the
Corporate Governance Report.
Principal Decisions/Steps:
During the year, the Group continued to strengthen
its relationships with key commercial partners and
suppliers. This included hosting its first Partner Summit,
bringing together brand and business partners to support
collaboration, strengthen relationships and align on
strategic opportunities across the Group’s retail platform.
The summit provided partners with insight into the breadth
SECTION 172
SECTION 172 STATEMENT
FRASERS GROUP PLC
50
of the Group’s operations, including logistics, marketing,
brand partnerships, store development, operations, data
and analytics, retail and Own Brands. It also supported
engagement with partners around the Group’s strategic
ambition of becoming the leading destination for sporting
goods globally.
D. The impact of the Company’s
operations on the community and the
environment
The ESG report on page 34 details the initiatives we have
undertaken in sustainability and the community.
Principal Decisions/Steps:
The Group continued to invest in both environmental
and community-focused initiatives during the year. This
included programmes designed to improve energy
efficiency and reduce emissions across its operations,
alongside investment in its health and wellbeing offering
through the expansion of the Everlast Gyms estate and
the opening of a new Slazenger Padel Club in Blackburn.
The Group also continued to progress its climate-related
targets, achieving a 31% reduction in Scope 1 and Scope
2 emissions (market-based) against its FY23 baseline.
E. The desirability of the Company
maintaining a reputation for high
standards of business conduct
The Board is committed to sustaining high standards of
professional conduct across the Group’s businesses in
accordance with both the Corporate Governance Code
and industry best practice.
Principal Decisions/Steps:
Key legislative and regulatory compliance risk areas are
prioritised (including but not limited to FCA regulation,
GDPR/Data protection, Health and Safety, IP Rights,
Listing Rules and Trading Standards) as an ongoing
priority, and we have a programme of continuous review
looking at changes to legislation, best practice, and
ensuring compliance with the corporate governance
landscape. We also have an active horizon scanning
programme to ensure we are aware of possible changes
to allow us to react in a timely and effective manner.
F. The need to act fairly as between
members of the Company
All shareholders of the Company hold ordinary shares
which carry the same rights and benefits. We are here
to listen to investor views and answer their questions.
We do this through the investor relations contact on the
Group website, hosting investor roadshows, attending
conferences and regularly meeting with our investors.
The AGM also gives shareholders an opportunity to ask
questions and to discuss issues in more depth.
Principal Decisions/Steps:
The Group recognises that the interests of our institutional
investors and other shareholders may not always
align with that of our majority shareholder. As a result,
certain resolutions at the AGM require a majority of
the independent shareholders vote to pass. The Group
invites and analyses feedback from investors in relation
to their votes on resolutions put forward at the AGM.
This feedback is routinely presented to the Board for
consideration during its decision making and long-term
planning.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
51
Managing Our Risks
We are focused on conducting our business responsibly,
safely and legally, while making risk informed decisions
when responding to opportunities and threats that present
themselves.
We have continued the evolution of our risk management
approach to improve governance and operations in line
with the risk appetite set by the Board.
Provision 29
We are on track to meet the updated Provision 29
requirements of the UK Corporate Governance Code,
which is effective from the next financial year. During FY26,
the Group has continued to enhance its internal control
framework, including the identification and mapping of
material controls, the formalisation of control design and
operating effectiveness testing, and the development of
a structured evidence base to support management’s
assessment.
These
activities
are
supported
by
strengthened
governance oversight, including regular reporting to
senior management and the Audit Committee, to
monitor progress and ensure alignment with regulatory
expectations. As a result, the Group is progressing
towards a robust, evidence-based declaration of control
effectiveness in its FY27 Annual Report and Accounts.
Our Risk Management Framework
The Board has overall responsibility for the effectiveness
of the Group’s systems of risk management and internal
control.
These systems are intended to manage, rather
than eliminate, the risk of failing to achieve business
objectives, and they provide reasonable but not absolute
assurance against the risk of material misstatement or
financial loss.
The Audit Committee supports the Board with discharging
its responsibilities, under a delegated authority.
The Chief
Executive Officer has overall accountability for managing
risks in the business, and his direct reports are accountable
to him for effectively managing those risks within their
remits.
The Group’s risk management framework comprises a
top-down and bottom-up approach to risk identification,
evaluation and mitigation.
Principal risks are discussed
and agreed by executive management through the
Compliance & Risk Group and by the Audit Committee on
behalf of the Board.
The Board and/or its sub-committees
discuss each principal risk at least annually and receive
presentations and detailed risk reporting from risk owners
on a cyclical basis.
Risk owners re-evaluate principal risks
in advance of each Compliance & Risk Group discussion.
Any changes are reported to the Audit Committee, as part
of our Group Risks Profile reporting.
The Compliance & Risk Group provides connectivity
between executive management’s responsibilities for risk
management and internal controls and the oversight
roles of the Audit Committee and the Board.
It facilitates
cross-functional discussion and collaboration across
principal risk areas and matters of internal control.
It also
facilitates horizon scanning, emerging risk discussions
and challenges the appropriateness of internal controls
and their effectiveness.
The Compliance & Risk Group’s
activities are reported formally to the Audit Committee.
Our Steering Groups also report formally to the
Compliance & Risk Group, completing our governance
structure.
PRINCIPAL RISKS AND
UNCERTAINTIES
1
2
3
Board
Audit Committee
Exec Sub-Committees
Compliance & Risk Group
Functional & Leadership teams
RISK
CONTROLS
ASSURANCE
Third Line
Internal Audit
Second Line
Risk & Compliance Functions
First Line
Management
THE RISK
MANAGEMENT
CYCLE
Group
Policies
Procedures,
Standards &
Guidance
Risk Governance
Monitoring &
Assurance
Communication
& Training
4
5
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
52
Risk Identification
We have continued to identify and assess both our
principal and functional risks with management which
has enabled us to further develop our risk management
framework.
Emerging Risks
Our risk review process includes the identification of
emerging risks. This is actioned through our Compliance
& Risk Group, where risk owners are challenged to consider
emerging risks and future regulatory changes to ensure
we have potential mitigations in place to enable us to
consider these and their potential impacts to the Group
Risk controls and responses
We have continued to enhance clear definitions relating
to controls assessment, probability and impact, to ensure
our risks are clearly prioritised in line with our defined risk
appetite across each of our principal and functional risks.
Governance and monitoring
The responsibility for identifying, assessing and managing
risks resides with management at a functional and
executive level. The Compliance and Risk Group provides
reports and detailed evaluation of key principal risks to the
Audit Committee.
The Audit Committee on behalf of the
Board, undertakes an annual effectiveness assessment of
the risks and internal controls of the Group.
During the period, the Audit Committee, on behalf of
the Board, has undertaken a full review of the Group risk
register and received risk owner presentations, detailed
risk reporting and summary update reporting on the
Group’s principal risks profile, for further discussion and
challenge.
Audit and assurance
We have several assurance functions that provide second
line monitoring and controls assessment e.g. Health &
Safety, Digital risk, Information Security, Loss Prevention
and Retail Support.
Our Group Internal Audit function provides independent
assurance that controls are working effectively and reports
its findings to management and the Audit Committee as
per an agreed annual audit plan.
Climate Risk
Climate and sustainability risks have remained an
integral part of our commitment to ESG and our business
operations and is included within our ESG principal risk.
We continue to closely monitor the risks and impacts of
climate change for the Group and our commitment to
achieving our targets, as disclosed within our TCFD report.
We have a Climate Risk Steering Group which further
drives initiatives and engagement across the wider supply
chain and reports through to the Board. Further details of
our TCFD disclosures are found on pages 37 to 44.
Principal Risks and Uncertainties
These refer to the most significant risks that may impact
our strategic objectives, future performance, viability, or
reputation.
We currently identify 12 principal risks, and the Board has
determined that no amendments are necessary for this
year’s principal risks and uncertainties.
Operational risk management ensures the escalation of
risks to the Compliance & Risk Group, which subsequently
reports to the Audit Committee.
Board Review
The work of the Audit Committee and the Internal Audit &
Risk team has been presented to the Board for discussion.
The Board is satisfied that the Group’s systems of risk
management and internal control (including financial,
operational and compliance controls) have operated
effectively during the financial period, up to and including
the date of this report, and no significant failings of
internal control were identified during the period.
The
Group is committed to continuously improving its risk
management framework and methodology, in line with
regulatory standards and the Group’s Elevation strategy.
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
53
Assessment of Principal Risks
We conducted a thorough review of our main and emerging risks during this period, updating our principal risk profile
to show any changes. Ongoing conflicts in Ukraine and the Middle East, geopolitical uncertainties, and the UK’s cost of
living crisis—including rising costs, energy prices, supply chain challenges, and reduced consumer spending—are still
central concerns for our business.
Environmental, social, and governance (ESG) matters are increasingly highlighted in our reporting. Climate and
sustainability risks continue to be core elements of our ESG commitment and business practices.
The following risks and mitigations are an extract from our principal risks profile and are not presented in any order of
priority.
Principal risks are those which we consider pose a threat to our business model, future performance, prospects
and/or reputation.
Reference to Strategy
Risk Trends
Building excellent
relationships with the
World’s best brands
Brands
1
Continual elevation
of our digital offering
and experience
Digital
2
Continual elevation
of our physical store
estate
Physical
3
People | Training | Brand |
Communication | Systems
| Automation | Data
Enablers
4
Unchanged
Increasing
Decreasing
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
54
PRINCIPAL RISKS
Strategy
The Group continues to deliver its elevation strategy, which focuses on the brands we sell, our digital offering and our
physical stores.
Our vision is to provide consumers with access to the World’s best sports, premium and luxury brands
by providing a World leading retail eco-system.
We continue to deliver well against all aspects of our strategy, and the on-going support of our key partners and investors
to our strategy has enabled this risk to remain unchanged over the past 12 months.
Risk trend links to
strategy
Risk
Controls and Mitigations
We fail to deliver our strategy
efficiently, effectively and on a
timely basis, or we adopt the
wrong strategy, which impacts
our long-term growth, perfor-
mance and ambition.
•
The Board and senior management set and agree the Group strategy and
undertake both regular and detailed annual reviews.
•
Our Group is diverse in terms of geography and product and executive
management is able to respond to strategic opportunities and challenges
with agility, to maximise achievement of our strategic ambitions.
•
We continue to evaluate strategic brand acquisitions, to provide product
and choice in line with our brand strategy and add attractive locations
to the store estate.
Opportunities are managed through our M&A tracker
and appropriate due diligence is carried out either internally or via third
party firms.
•
Effective management of our property portfolio supports our elevated
direction. All property transactions are analysed and signed off by the CFO.
•
We monitor our performance, markets and competition on an ongoing basis.
•
Our strong financial controls, reporting and analysis help to optimise
resource allocations, maximise profits and cash flow and support efficient
and effective strategic delivery.
•
We perform ongoing research for insights into consumer trends, with the
assistance of third parties providing structure to the process.
•
Ongoing internal and external communication of our strategic direction
supports understanding, engagement and effective delivery.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
55
Third-party Brand Relationships, Key Suppliers and Supply Chain Management
Key brands, brand suppliers and major manufacturers are central to our business and Elevation Strategy.
Our strategic
acquisitions and business model aim to bring attractive brands into the Group, to support customer demand and choice.
Our supply chain is international and is subject to stringent management of supply chain logistics and working capital,
to ensure the flow of product remains in line with our strategic ambition.
We continue to strengthen our brand and supplier relationships, demonstrating the strength of our business model and
strategic performance.
This also supports new product availability, in line with our elevation ambitions.
Risk trend links to
strategy
Risk
Controls and Mitigations
We fail to manage and leverage
our supplier and brand partner
relationships successfully, to se-
cure the right products for our
business at the right price, time
and quality, and to meet or ex-
ceed our customers’ expecta-
tions. Failure to mitigate these
risks might impact our elevation
targets, performance and long-
term growth.
•
The Group has a policy of forging close long-term commercial relationships
which are underpinned by our commitment to product, elevation and
customer excellence.
•
The elevation strategy builds stronger relationships with key brand partners,
this continues to be an ongoing priority.
•
We have continued to expand our dedicated relationship partners,
procurement and commercial teams support truly integrated supplier
engagement.
•
Strong stock level oversight and positive commercial relationships allow
us to manage effective supply chain logistics and product availability.
•
Strong service level agreements are in place, which help to support an
effective supply chain network.
•
Our own-brand investment targets consumer trends and complements
third-party brands, supporting consumer choice.
•
We have continued to build our influencer partnerships and brand
collaborations to provide opportunities for own-brand growth.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
56
Global Macro-economic Conditions or Political Events
Geo-political events remain central to this risk during the review period. We continually assess global and national political
changes for their impact on our strategy and supply chains.
Due to ongoing conflicts—such as those in Ukraine and the Middle East—and increased costs in energy and employment,
this risk continues to increase. Supply chain disruptions and pressure on consumer spending are under constant evaluation.
Risk trend links to
strategy
Risk
Controls and Mitigations
Failure to anticipate, evaluate
or appropriately respond to ex-
ternal events, or broader glob-
al/macroeconomic conditions,
events (e.g. pandemic) or politi-
cal factors, may risk the achieve
-
ment of our performance targets,
impact our strategic direction or
longer-term viability, or result in
lost opportunities for growth.
•
We ensure ongoing Financial and Commercial evaluation of economic and
political change, with senior management oversight and Board reporting
relating to supply chain and inflationary cost pressures.
•
The executive-led Compliance & Risk Group holds emerging risks discussions,
with oversight reporting to the Audit Committee.
•
Immediate on-line closure of sanctioned countries for deliveries or trade
through our web platforms were actioned during the current conflict.
•
We monitor UK-EU trade relationship developments and the implementation
of the Trade and Co-operation Agreement via discussions at weekly
leadership meetings.
•
Our focus on transport logistics, documentation requirements, and the flow
of goods supports product availability, utilising third party formal processes.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
57
Treasury, Liquidity and Credit Risks
Short, medium and long-term funding arrangements support our business operations and our ability to meet our financial
obligations and deliver our strategic ambitions.
Funding availability remains a principal risk, but the overall risk level continues to be managed well, based on our trading
performance and the successful refinance and extension of the Group’s bank financing facilities to July 2029.
Credit risk primarily arises from amounts advanced to customers by Frasers Group Financial Services to facilitate purchases
via the Frasers Plus consumer credit products. Frasers Group is also exposed to credit risk through our Wholesale and
Licencing customers and there is some level of counter-party risk exposure, although we do not consider this to be
material. Interest rate risks arise on net borrowings.
Foreign exchange risk arises from international trading, future sales
and purchases in foreign currency, loans to non-UK subsidiaries and unhedged options to buy or sell foreign currency.
Risk trend links to
strategy
Risk
Controls and Mitigations
Failure to appropriately man-
age our funding and liquidity
positions and secure access to
funding markets might impact
our plans for growth, the ability
to manage our trading require-
ments, meet longer-term liabil-
ities and the ongoing viability
of our business.
Under sold put or call options,
the Group receives a premi-
um in exchange for giving a
counterparty the right to sell
or buy a set number of shares
to the Group at a pre-agreed
strike price. In practice, for put
options, if the market price of
the relevant equity falls below
the strike price by the time the
option expires, the counterparty
will exercise the option, leading
to a cash outflow.
•
Our Board reporting on debt, covenants, funding and cash flow positions
includes stress testing and extensive business risk scenario analysis.
•
The Group Treasury function manages liquidity, interest rates and foreign
exchange risks.
•
The Group treasury policy, with Board oversight, outlines delegated
authorities for operation, monitoring and reporting.
•
The Group currently has a combined term loan and revolving credit
facility, which now has total commitments of £3.3 billion, available until
July 2029 with a further one-year extension option. We continue to foster
good relationships with the banks in the syndicate whilst also engaging
prospective new lenders who may be willing to participate in the accordion
element of the facility.
•
Funding of consumer credit receivables is largely funded via a securitisation
facility provided by HSBC and NatWest, under which new drawings can
presently be made until December 2026.
•
Ongoing monitoring and reporting of going concern and viability are part
of our standard suite of internal and external reporting.
•
Our hedging strategy is reviewed and approved annually as part of our
treasury governance, with hedging activity reported to the Board.
•
Investments of surplus cash, borrowings and derivative investments are
made under pre-approved investment criteria and monitored closely on
a monthly basis.
•
We use forward foreign currency contracts to hedge against highly probable
foreign currency trading transactions.
•
We conduct regular monitoring of customer and counter-party credit risks.
•
Rigorous processes are in place with regards to our credit account
customers, including the use of external credit reference agencies and
applying set risk criteria before acceptance, these procedures are regularly
reviewed and updated.
•
Robust processes monitoring our debtor book and credit customers
payment behaviours and credit take-up levels are in place.
•
The Board and Audit Committee receive regular updates throughout the
year regarding customer credit business.
•
For options, the Group can pay a premium to close out some or all of its
open options to mitigate the liquidity risk, as well as selling down some or
all of the shares acquired via options in the open market. Other methods
to mitigate the liquidity risk include spreading the maturity of options, the
use of put spreads, and stop loss orders to close out options at a set level.
•
Collateral arrangements are constantly monitored and stress tested by
a qualified team.
See Note 3 to the consolidated financial statements for further detail on financial risk management.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
58
Customer
Customer engagement and retention is vital to our Group, whether through our physical stores or online.
Continuing to
harness customer value and loyalty consistently across the Group is complex as it is underpinned by our product offerings,
price and service.
We have continued to enhance our e-commerce offering and our customer experience, as well as our customer service
and the underlying platform for our digital business. The continued roll-out of our new Frasers Plus payment solution,
allows our customers to control how they spend and repay with an integrated loyalty and reward program.
We continue to strengthen our elevation through our new concept stores and flagship multi-fascia offerings.
Risk trend links to
strategy
Risk
Controls and Mitigations
Failure to anticipate and re-
spond to customer needs or
changes in consumer trends
and spending, or to drive and
deliver customer service excel-
lence, may impact our growth,
value, reputation and strategic
ambition.
•
Conducting ongoing monitoring of customer insights and competitor and
market trends.
•
Reviewing and updating our customer policies periodically enables us to
respond to and drive our customer led strategy.
•
Continued investment in our customer service offering, systems and
communication enables us to understand and improve our customer
experience, working across all channels including social media.
•
Continued development and investment in our online offering in line with
customer demand.
•
Ongoing enhancement of our ESG agendas supports our strategy, in line
with our customer focus.
•
Continued roll-out of Frasers Plus to the Group, allowing Customers to
select a regulated credit option to enable our customers to have further
payment options and control on how they spend and repay with an
integrated loyalty point and rewards scheme.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
59
Governance and Regulatory Compliance
The governance and regulatory landscape in which we operate is constantly changing.
Our commitment to delivering
robustly on our obligations is central to our mindset, culture and values.
We continue to remain focused on our controls
and reporting within this area.
Risk trend links to
strategy
Risk
Controls and Mitigations
An action or incident may occur
which results in allegations of a
regulatory breach, and which
may impact our business finan-
cially, commercially or reputa-
tionally and/or may result in
legal challenge (including the
potential for litigation).
•
Our experienced and qualified in-house legal, company secretarial and
data team provides core services and advice as well as oversight of new
and emerging legislative and regulatory requirements.
•
External advisors provide additional services and training in specialist
areas, as required by the business and legal team.
•
Key legislative and regulatory compliance risk areas are prioritised,
(including but not limited to), FCA regulation, GDPR/Data protection, Health
and Safety, IP Rights, Trading Standards and consumer rights.
•
We have an ongoing programme of continuous review looking at changes
to legislation, regulatory guidance, and developments within the wider
retail environment.
•
The in-house team is a key contributor and advisor to the Compliance &
Risk Group.
•
The in-house team provides guidance to individual departments, in
particular, where there are key risks.
•
Automated controls are in place to manage exposure of the Group through
its contractual arrangements.
•
The Group maintains a documented framework of Governance Policies
that articulate expected standards of conduct and behaviour, supporting
the effective communication and reinforcement aligned with the direction
of the Board.
1
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
60
Technology Capability and Infrastructure Renewal
We operate in a competitive and challenging customer-focused market.
Our systems need to be built with Customer
Experience being at the forefront, supporting an end-to-end supply chain logistics service. Technology is constantly
evolving and managing change and transformation in this environment is a key focus.
We have continued to invest heavily in our automation, enhancement of IT platforms, till EPOS and delivery capabilities,
which support a modernised online and in-store customer experience, built on resilient infrastructure. We are also investing
in our AI capabilities and exploring ways in which AI can be utilised by the Group.
Risk trend links to
strategy
Risk
Controls and Mitigations
Failure to maximise the use of
our existing technology or to
renew our infrastructure in a
timely and effective way may
affect our ability to keep up
with the pace of change and
deliver our strategic ambition.
•
Ongoing development of a Group technology strategy aligned to the
business strategy.
•
Forward programme of infrastructure renewal to operate our business
efficiently and support our ability to compete.
•
Target and accelerate decommissioning of infrastructure, integrating into our
business where possible, which has been procured as part of acquisitions.
•
Continued investments in our online trading capabilities, warehouse
management systems and in-store technology enhance the end-to-end
customer experience.
•
Experienced Technology team, supported by ongoing skills training, helps
us to keep abreast of emerging technologies and customer-leading insights.
•
Development of ongoing cycle of internal training programmes to support
effective use of existing and new technologies across our businesses, as
they are introduced.
•
Strengthening our information security capability has enhanced our
transformation programme, our strategic technology delivery and the
robustness of our second-line oversight.
•
Collaboration with trusted partners to enhance our in-house capabilities
and assist with our infrastructure renewal strategy.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
61
Cyber Risks, Data Loss and Data Privacy
Attempts to attack or gain unauthorised access to systems and data are becoming increasingly sophisticated and
accessible.
Our systems are critical to our operations and trading.
We have legal and commercial obligations to protect
the security and privacy of the data we hold and process.
In addition, we recognise the evolving risks associated with the increasing use of artificial intelligence technologies,
including potential impacts on data security, privacy, and the integrity of automated decision-making processes.
We combine the continued investment in our digital offering, automation and technological change with the strengthening
of our people and in-house capabilities, to deliver on our risk mitigations.
In light of recent high profile cyber-attacks, we have increased our cyber-security resilience testing.
Risk trend links to
strategy
Risk
Controls and Mitigations
A cyber-attack may result
in data loss and/or denial of
service, impacting our business
financially through fines and
penalties or lost trade, as
well as our reputation and our
ability to operate.
Failure to adequately protect
our processes and the data
we hold may result in legal or
regulatory breach, loss of trust
and financial loss.
•
Strategies and policies in place to support IT security posture are reviewed
and enhanced on an annual basis.
•
We continue to work with our trusted partners who provide core services
which complements our in-house capabilities. Capability delivery, security
and savings are core drivers.
•
Protection tools, including encryption, and detection tools are in place to
support effective monitoring and reporting are assessed, ensuring they
are fit for purpose and scalable.
•
We have enhanced our information security capabilities and strengthened
our second-line monitoring to a 24/7 alerting service, using partners where
applicable.
•
We assess our cyber security posture through a combination of independent
and internal reviews. This is supported by targeted, risk-based penetration
testing and vulnerability scanning, alongside ongoing configuration
hardening to ensure systems are securely configured, particularly for major
projects and infrastructure changes.
•
Strengthening our data protection mandate, enhancing our policies and
procedures and ongoing internal training help to mitigate data protection
and privacy risks and support delivery of our elevation and transformation
programme.
•
We have an ongoing programme of security and privacy monitoring across
our Group and invested in tooling to support with breach notifications
should they occur.
•
Our in-house Legal team supports second-line monitoring and reporting
of legislative compliance.
•
We make ongoing investments in data protection training and
communications targeted to the relevant business areas (and local
legislative equivalents in our oversees operations).
•
We routinely action and retain Data Protection Impact Assessments and
perform Records of Processing activities across all key functions across
the Group which collect and/or process personal data.
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PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
62
People, Talent Management and Succession
Our business benefits from strength and depth of knowledge, talent and experience, which has long been pivotal to its
success.
Retaining and protecting this talent, providing for succession and an ongoing programme of attracting and
developing new talent is core to our people plans and objectives.
We have continued to invest in learning and development programs to support internal progress and colleague retention,
however we continue to remain cautious of the risks in the national labour market and in the retail sector as a whole.
Risk trend links to
strategy
Risk
Controls and Mitigations
Failure to attract, retain or de-
velop talent across our business
and implement effective suc-
cession planning might impact
our ability to achieve business
and strategic objectives and the
efficiency of our growth trans-
formation.
•
Continued development of strong trainee management and apprenticeship
programmes supports our future talent pipeline.
•
We prioritise internal development and promotion wherever possible and
actively encourage cross-functional experience.
•
Our performance management system provides expectations for
performance and opportunities for development and broader succession
planning.
•
A six pillar People Framework is in place supporting performance and
talent recognition across the Group.
•
An internal recruitment mandate operates, with improvements in onboarding
and applicant tracking.
•
Our Group Values, operating principles and colleague proposition, continue
to underpin our approach, ensuring alignment with our strategy.
•
We have a recognition and bonus structure in place, recognising and
rewarding those who adopt and demonstrate the Group’s values.
•
The Workers’ Representative is a Board Director who supports communication
channels and gives our people a voice at the highest level in our business.
•
We have a strong strategy for diversity and inclusion and people support.
•
We continue to invest into learning and development, supporting internal
progression and overall organisational capability.
•
We use our people engagement survey to provide insights and drive further
improvements across the organisation.
•
We have clear channels in place to support improved communications
and access to information, including company policies to all employees,
raising colleague engagement and providing greater ease of access to
shared information.
•
A succession planning programme is in place to ensure continuity, identify
critical positions, understand the organisation’s competency levels, recognise
the potential and workforce development, and get valuable insights into
the workforce and departments to support nurturing talent.
•
CEO listening sessions with colleagues and the introduction of an Elevation
Board to improve CEO awareness and colleague engagement.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
63
Environmental, Social & Governance (ESG)
Tackling climate change is a global imperative and the resulting increase in regulation is a key focus area for the Group.
Measures supporting climate change initiatives and our broader ESG agenda remain integral to the Group’s strategic
direction, underpinning sustainability objectives, social responsibility commitments and consumer choice. The ongoing
development of our ESG strategy and progress towards our climate targets have enabled the residual risk to remain stable
during the period. The Group continues to monitor regulatory developments and emerging ESG-related requirements to
ensure it remains well positioned to respond to future changes.
Risk trend links to
strategy
Risk
Controls and Mitigations
Failure to maximise our position
and value relating to ESG fac-
tors might impact our ability to
achieve our growth, value, rep-
utation and strategic ambitions.
•
We have Board-level engagement and an Executive sponsor of our ESG
agenda.
•
We have continued to develop our ESG strategy which formalises our
commitment to sustainability and continues to be embedded throughout
the business. There are 3 pillars to our strategy, namely; Products, People
and Channels, which we use to ensure focus for the Group.
•
Targets have been agreed with the Science Based Target Initiative, whilst
ensuring that our carbon footprint is aligned to ISO14064 standard.
•
We continue to evaluate the ongoing risks and opportunities around climate
change and our commitment to achieving our climate change targets as
disclosed in our TCFD reporting.
•
We have an environmental policy in place, which has been reviewed and
approved by the Board.
•
We have energy efficiency targets, monitoring and measurement, with
external specialist support and league tables with reward mechanisms
to drive this forward.
•
Our community initiatives support the provision of vouchers to schools and
organisations to allow purchases of discounted sportswear.
•
Our Supplier Code of Conduct supports our values and employee
engagement, and includes a standardised framework for supplier
onboarding.
•
Climate-related risks are monitored through existing functional
risk ownership arrangements, with relevant updates and regulatory
developments considered periodically and escalated through the
Compliance and Risk Group where appropriate.
1
2
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
64
Property
The retail landscape continues to see significant changes, with a high volume of retail properties predominantly in
shopping centres and high streets still vacant. This is due in all but prime developments and flagship locations to the
high level of retail insolvencies and retailers moving away from bricks and mortar to e-commerce.
The Group continues to see value within the high street,
shopping centres and designer outlets and our continual
commercial reviews of our portfolio has enabled the risk to remain unchanged vs. the prior period.
Risk trend links to
strategy
Risk
Controls and Mitigations
There is a financial risk to the
Group if our commitment to
a lease or the value of our
freehold properties decline
where high vacancy rates
make the area less attractive
for our consumers and drive less
footfall to our stores.
•
For new store leases we continue to actively engage and work with our
landlords to support rents that are flexible and linked to store turnover
providing sensitivity should a store turnover reduce from various factors.
•
We aim to align rent free packages and capital contributions from
landlords to reflect the elevated store fit outs to minimise the Group’s
capital expenditure in bricks and mortar expansion.
•
As property occupational costs become more affordable in certain markets
and the number of tenants active in larger spaces reduce, we continue to
look to move into more prime locations with more footfall and consumer
resilience.
•
We are actively reviewing our lease portfolio and looking to renegotiate
with landlords in relation to underperforming stores. We have a very low
average unexpired lease term across our core estate, allowing us to adapt
quickly to changing retail pitches, economic environments and allowing for
re-basing of rents or re-gearing and renewing of leases where beneficial
on timing.
•
The freehold estate is actively managed by the property team and we will
look to dispose of sites which are not aligned with the Group’s strategy or
where there is a commercial benefit to the wider Group.
•
All purchases of new freehold property are reviewed and signed off by the
CEO & CFO. The Group is targeting assets that are dominant within their
catchments and where preferable, deliver occupational opportunities or
supply for Frasers fascias.
•
Mitigation of tenant risk of failure or exiting schemes is also supported by
our own Group fascias where possible.
•
The market dynamics no longer support the construction or delivery of
retail space and therefore the risk of increasing supply is limited in markets,
providing further resilience to our assets.
1
3
4
PRINCIPAL RISKS AND UNCERTAINTIES
FRASERS GROUP PLC
65
Group Entities, Mergers & Acquisitions
Our Group is complex and extensive and includes oversight of our non-integrated subsidiaries, third-party and extended
enterprise partners and suppliers.
Mergers and acquisitions are a fundamental part of the Group’s Elevation Strategy for growth. Whilst mergers and
acquisitions can provide substantial opportunities, they can also present substantial risks.
Risk trend links to
strategy
Risk
Controls and Mitigations
Failure to successfully identify,
complete or integrate acqui-
sitions into our existing oper-
ations could have an adverse
effect on our business and fi-
nancial results.
•
All mergers and acquisitions are reviewed and signed off by the Senior
Leadership Team and the Board.
•
We have introduced a dedicated team responsible for managing Mergers
and Acquisitions across the Group with agreed formalised processes in
place.
•
The Legal function has robust processes in place for checking and
complying with regulatory requirements.
•
Conservative estimation of synergies allows for any delays in the integration
of a business.
•
Utilisation of both internal and external expertise is used to complete a
thorough due diligence process prior to acquisition and following the
transaction to ensure a smooth integration.
•
We leverage opportunities for investment through strong management
oversight.
•
Governance and monitoring are in place for new investments, acquisitions
and opportunities.
•
Ongoing financial oversight and operational management of subsidiaries
and Group alignment for non-integrated entities.
•
The Group Internal Audit team continues to provide third line monitoring
to support the broader internal controls framework across the Group.
The Strategic Report was approved by the Board on 15 July 2026, and signed on its behalf by:
1
2
3
4
Chris Wootton
Chris Wootton
Chief Financial Officer
15
th
July 2026
VIABILITY STATEMENT
FRASERS GROUP PLC
66
VIABILITY STATEMENT
The UK Corporate Governance Code requires the Board
to express its view of the long-term viability of the Group
and assess the Company’s prospects, capital management
and principal risks.
Accordingly, the Board regularly carries out thorough and
robust assessments of the risks, including stress testing the
Group’s resilience to threats to its business model, strategy,
future performance and liquidity and the risks identified
in the Principal Risks and Uncertainties section of this
Report, together with the steps the Group has taken to
mitigate them. In addition, the Board regularly reviews the
performance and financing position of the Group and its
projected funding position and requirements.
The Group continues to face the challenges that
macroeconomic conditions, supply chain issues and
changing consumer behaviour are having on the retail
industry.
The Board chose to review these over a three-year period
to 30 April 2029. This period is covered by the Group’s
combined term loan and revolving credit facility, both of
which have been recently been extended to July 2029.
Management is satisfied that the period is appropriate
to review performance, as it best reflects the short-term
budgeting and planning process of the Group, the
longer-term forecasting and the expected timescales for
strategy implementation. The process adopted to prepare
the model for assessing the viability of the Group involved
input from a number of departments across the business to
model a conservative scenario. This model uses the same
assumptions used in the value in use projections detailed
in note 2.
The Board has considered all the risks included within our
Principal Risks section as they could all have an impact on
performance. However, with regards to viability, we have
focused on those which are the greatest risk:
Global Macro-economic Conditions or
Political Events
We have:
•
taken into consideration the impact of the current
macroeconomic and geopolitical uncertainty on:
•
sales and margin in relation to both store and online
revenue; and
•
overhead costs.
Third-party Brand Relationships, Key
Suppliers and Supply Chain Management
We have:
•
tested the business model’s resilience to changes in the
retail market and responses to variability in sales and
margins;
•
forecast the impact of key suppliers going direct to
consumer;
•
reviewed the arrangements with key suppliers; and
•
forecast and modelled increased costs associated with
supply chain issues.
Treasury, Liquidity and Credit Risks
We have:
•
reviewed the Group facility and its suitability for the
Group’s cash flow cycle and liquidity requirements; and
•
considered the impact of a material increase in
borrowing costs.
Viability has been assessed by performing sensitivity
analysis and stress testing of the Group’s forecast for the
viability period prepared by management. This comprised
a recent review by the Board of a number of scenarios
in which the Group’s income statement, balance sheet
and cash flow forecasts were stress tested to determine
how much the Group’s trade would need to be affected
in order to breach the Group’s covenants (being interest
cover and net debt to EBITDA ratios) and or for the Group
to not have sufficient liquidity headroom under its existing
financing facilities. These scenarios, the occurrence of
which are deemed to be highly remote, include:
Scenario 1:
The Group’s operations as a whole are impacted by
a material and unexpected reduction in demand, we
materially fail to manage brand partner relationships
resulting in trade being impacted for a period of time (e.g.,
loss of key suppliers) or there is a significant impact due to
the economic downturn globally due to reduced customer
confidence resulting in lower spending.
Assumptions:
•
assumptions for revenue across FY27, FY28 and FY29 is
reduced to decline by two percentage points each year,
compared with no revenue growth in the base case.
VIABILITY STATEMENT
FRASERS GROUP PLC
67
Scenario 2:
Our supply chain continues to be affected across the
Group by the impact of the current macroeconomic
climate and uncertainty in the Middle East with logistics
costs significantly increased for both us and our suppliers
(who pass on the increased costs impacting our margin),
or there is a significant impact due to the economic
downturn globally due to customers being more price
sensitive. Operating costs increase ahead of forecasts due
to macro-economic conditions worsening.
Assumptions:
•
the gross margin % percentage reduces by 100 basis
points in FY27, 50 basis points in FY28 and 25 basis
points in FY29, compared with no gross margin %
growth in the base case.
•
across the Group, operating costs grow by 50% per
annum vs. the base case assumption.
Scenario 3 & 4
Levels of market uncertainty and factors outside of the
Group’s control have a significant impact on share prices
across the Group’s strategic investments, causing a
significant proportion of the Group’s open option positions
to exercise.
Assumptions:
•
the share price of strategic investments decreases
by 25%. This causes our open put options to exercise
resulting in additional shares being purchased.
•
accelerated payment of provisions of approximately
£50m in FY27.
Scenario 5:
•
this is a combination of all scenarios above and
is viewed as the worst-case scenario, which is not
considered plausible.
This scenario testing indicated that the business could
withstand the combined adverse impact of the above
scenarios and, through the use of the mitigating actions
described below, continue to operate within its financing
facilities and covenants.
On 2 July 2026 the Group enacted the first of two one-year
extension options for its combined term loan and revolving
credit facility (“RCF”) which now stands at £3.3bn and runs
to July 2029, with the possibility to extend by a further year.
The Group has consistently generated strong operating
cash flows from underlying trading and has an appropriate
hedging strategy to meet currency risks. We have factored
in post balance sheet investments into our cashflow
forecasting and modelling with no material risks noted.
If required, management has identified a number of
mitigating actions which could be taken such as putting
on hold discretionary spend, liquidating certain assets on
the balance sheet, or reducing inventory cover.
The Directors have also considered the impact of the
all-share cash offers for Hugo Boss AG (“Hugo Boss”) and
Accent Group Limited (“Accent”), which are currently in
progress. The Directors do not consider that these bids
adversely impact upon the Group’s long-term viability,
noting that for the Hugo Boss bid, the Group has an
available credit line provided by a group of banks and
the Accent bid can be funded from existing credit facilities.
Should the Group obtain control of Hugo Boss the Group
could seek to refinance the combined group’s facilities in
the capital markets if considered necessary.
Based on its assessment, the Board has a reasonable
expectation that the Group will be able to continue
operating and be able to meet its liabilities as they fall
due for a period of three years to 30 April 2029.
The Viability Statement was approved by the Board on 15
July 2026, and signed on its behalf by:
Chris Wootton
Chris Wootton
Chief Financial Officer
15
th
July 2026
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
68
Chair’s Introduction
On behalf of the Board, I am pleased to present our
Corporate Governance Report for the period ended
26 April 2026.
The Board is responsible for considering
the opportunities and risks relevant to the success of
the overall Group strategy and for setting the tone
and approach to corporate governance. As Chair, I am
responsible for leading the Board to make decisions
that promote the long-term sustainable success of the
Group, such that it generates value for shareholders and
contributes to wider society.
There were a number of changes to the Board in 2025.
Having stepped down as Non-executive Chair of the
Board on 1 September 2025, David Daly retired from
the Board at the AGM on 24 September, along with
Non-executive Directors Ger Wright and Helen Wright. At
the same time, we welcomed Jacky Wright LVO and Andy
Lyon, and we are greatly benefiting from the diversity of
skills and experience they both bring.
The Board and its committees continue to monitor
developments in governance and comply with the
UK Corporate Governance Code (the “Code”) where
appropriate and fully implemented all agreed actions from
an independent review of Board Effectiveness. Further
information regarding our compliance with the Code can
be found in our Corporate Governance Statement at page
69.
We have continued our efforts to work on improving our
environmental impact and sustainability has remained a
key focus point for the Group during FY26, and further
details on this can be found in our ESG report at pages
34 to 48.
The Board and Audit Committee have worked with the
sustainability team as well as external advisors in relation
to TCFD reporting. The Board and Committees have also
worked with the Group to set stretching but achievable
targets for the Group during the FY26 financial year. The
TCFD report is at pages 37 to 44.
Jonathan Thompson
Sir Jonathan Thompson
Non-Executive Chair of the Board
15
th
July 2026
CORPORATE GOVERNANCE
REPORT
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
69
This Corporate Governance Report and Statement sets
out how the Company has applied the principles in the
UK Corporate Governance Code during its financial period
ended 26 April 2026. A copy of the Code is available at
www.frc.org.uk.
Disclosures in relation to DTR 7.2.6 (share capital) and DTR
7.2.8 (diversity) are set out in the Directors’ Report on pages
103 to 107 and in the Nomination Committee Report on
pages 81 to 83.
Throughout the year, the company fully complied with
all the provisions of the UK Corporate Governance Code,
except for Provision 36.
The Executive Share Scheme,
approved by 94.47% of shareholders’ voting at the 2025
AGM, has a performance period ending on 30 September
2030. However, the Scheme permits the Remuneration
Committee to operate discretion in accelerating vesting if
the performance conditions are satisfied before the end
of the performance period, and therefore the total holding
and vesting period maybe less than 5 years.
Board Leadership and Company Purpose
The Board
The Board is responsible for considering the opportunities
and risks relevant to the success of the overall Group
strategy and objectives, and for setting the tone and
approach to corporate governance.
The Board does
this with the aim of promoting the long-term sustainable
success of the Company, such that it generates value for
shareholders and contributes to wider society.
The Board’s size, composition and skillset is regularly
reviewed to ensure that it remains fit for purpose and
areas where effective changes can be made are identified.
In the last year we have added expertise in digital, data
and technology as well as in financial management, risk
and internal control. Further changes are planned for 2027.
Our strategy is to provide consumers with access to
the World’s best sports, premium and luxury brands by
building the planet’s most admired and compelling brand
ecosystem. Aligned with this vision, we have defined the
Group’s purpose: To elevate the lives of the many by giving
them access to the World’s best brands and experiences.
Further details of the Group’s purpose can be found within
the Our Strategy section on pages 12 to 17.
Business Model
Further information on the Group’s business model and
strategy can be found in the Strategic Report on pages
8 to 67.
Culture
The Board is responsible for assessment and implementation
of the desired culture. The Board receives workforce updates
at all scheduled Board meetings from Cally Price, the Group’s
Workforce Non-executive Director, which ensures that the
views of colleagues are considered at Board level and are
used to inform the debate concerning colleague related
issues. The Remuneration Committee receives regular
updates from the Chief People Officer on colleague related
matters, including staff satisfaction and retention rates
and claims made against the Group. The Remuneration
Committee also considers and comments on executive
succession planning strategy and reports frequently to
the Board.
Disciplinary and grievance procedure KPIs are regularly
presented to the Board for review and consideration.
Our culture is defined by our values, Think Without Limits,
Own It, and Be Relevant, which connect our colleagues
and pushes them to achieve more. Following the successful
launch of Retail Reconnect last year, the Board considered
the feedback received and the executive has responded to
a number of the insights gained and started to build closer,
more collaborative relationships throughout the business.
This initiative ran again in FY26 and was widely welcomed
by both head office and shop floor staff.
Further information on the Group’s culture and our approach
to investing and rewarding the workforce can be found on
pages 45 to 48.
Stakeholder Engagement
Stakeholder engagement is integral to the growth and
sustainability of the Group, and we aim to ensure that we
capture the views of as many stakeholders as possible
when strategic decisions are made. However, whilst we
are mindful of each stakeholder group, we are obliged
to balance their views against other competing factors
and recognise that the result may not be positive for
all stakeholder groups.
During FY26, the Board made
decisions based on board papers, presentations from
senior executives, and discussions with and reports from
external consultants.
The role of the designated workforce Non-executive
Director is to help bring the colleague voice into the
boardroom and responsibility for this role lies with Cally
Price, a regional manager.
The principal decisions in relation to each of our
stakeholders is contained in the S.172 statement on pages
49 to 50.
CORPORATE GOVERNANCE
STATEMENT
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
70
Employees
Please see the Directors’ report for details of employee
engagement on pages 103 to 107.
Shareholders
The AGM provides shareholders with an avenue to have
direct access to the Board and senior leadership and
ask questions at the meeting. The Board Chair is present
at our annual and half year results presentations and
regularly meets with major shareholders. The Chair of the
Remuneration Committee has, during the year, met with
a number of major shareholders to discuss remuneration
matters. There has been no requirement of the chairs of
the Audit Committee or Nomination Committee to meet
with shareholders.
Comments from our shareholders are passed to the Board
and relevant committees for consideration and analysis.
The Executive Directors are also available for questions
at all of our results presentations and shareholders’
opinions are closely monitored through analyst and broker
correspondence. Our larger shareholders have regular
engagement with senior executives and with our Investor
Relations Director, as well as meetings with the Chair and
Senior Independent Non-executive Director, and also have
access to other key representatives of the Group through
investor relations.
Feedback from shareholders during the year focused on
the following key points:
•
The importance of the elevation strategy and its role in
enhancing relationships with key brand partners.
•
The approach to strategic investments.
•
The Group’s strategy, and approach to property
investments.
The Chair ensured that these views were shared with the
whole of the Board.
Customers
Providing world class Customer Service support, which is
accessible to those who need it, is a core part of delivering
the best and most compelling brands and experiences
on the planet, and investment in our Customer Service
Operation continues with focus on ensuring we have the
right people at the right time to help our customers. We
have increased our available contact channels, providing
more real time support via live chat and integrating
AI, and telephony support whilst providing enhanced
self-serve capability in our help centres. Our focus remains
on responding to, and resolving, customer enquiries as
quickly as we can through improvements in our internal
processes.
Suppliers
We have built strong relationships with our suppliers during
our many years of partnership, and we have continued to
work closely with them during FY26 to transition to more
ethical and sustainable practices whilst still providing
value for money and high-quality goods and services.
Regulators
The Group is subject to a wide range of legal and
regulatory obligations, and we strive to ensure both
compliance and a co-operative relationship with the
bodies that authorise and regulate our business activities.
The growth of Frasers Plus, our FCA regulated credit
payment account and rewards product, and its rollout
to be available as a payment method for customers of
retailers outside our Group, has led to a strengthening of
our internal dedicated financial regulatory compliance
team. This team monitors our compliance with all
relevant regulatory requirements and advises on changes
necessary to respond to developments in the regulatory
landscape.
Lenders
The CFO and Group’s Treasury team are responsible for
managing relationships with our banks and for managing
the Group’s cash/debt and financing activities and, with
support from the Finance team, the CFO ensures that the
Group complies with the terms and conditions in its credit
facility agreements.
The Board are regularly updated on
these activities, the Group’s financial headroom, maturity
schedules for the Group’s credit facilities and future
financing plans by the CFO at board meetings.
Community
Details of our engagement with the community can be
found in our ESG report on pages 34 to 48.
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
71
Workforce Concerns
Workforce concerns regarding the business and
its operations are taken seriously and there are a
number of ways that colleagues can voice their issues.
Should an issue arise, or if they have concerns around
wrongdoing, colleagues are encouraged to speak
to their line managers or HR.
They can also contact
our dedicated whistleblowing e-mail inbox which the
Company Secretary has access to and is responsible for
monitoring. Whistleblowing is an agenda item at each
Board meeting so that any concerns can be raised to the
Board. In addition, the Chair has regular meetings with
the Company Secretary on an informal basis, where any
whistleblowing reports can be discussed, and appropriate
follow up action agreed as required.
Alternatively, colleagues can raise an issue directly with
the Non-executive Workforce Director, Cally Price, via the
“Ask Cally” app and receive a personal response. Cally
remains the voice of workers on the Board and works
with colleagues across the business to resolve issues. She
provides a direct link between the workforce and Board.
She regularly updates the Board on the workforce and
brings any pertinent issues to their attention.
During the year we have promoted colleague wellbeing
through various initiatives, campaigns and competitions
to supplement the mental and financial support provided
by our partners at the Retail Trust.
Director Concerns
During the year, no concerns were raised by the Board, or
any current or former directors, regarding the operation of
the Board or the management of the Group.
Conflicts of Interest
Details of procedures regarding Directors’ conflicts of
interest, including the Relationship Agreement with Mike
Ashley as the controlling shareholder, can be found in the
Directors’ Report.
Corporate Governance Framework
The Group has continued with the elevation of its
corporate governance framework including further
refinement of the Matters reserved for the Board and the
clarity of executive delegations given the dynamic and
sometimes fast-moving nature of the Group.
The Board is responsible for keeping the effectiveness of
systems for risk management under review and is content
with the risk management framework. The Board has
considered some key risks at the full Board meeting, whilst
relying appropriately on the work of the Audit Committee.
The Board has been actively overseeing work across the
Group for the new requirements of Provision 29 of the
Corporate Governance Code and considers the company
to be well placed to be able to make its first statement on
key financial controls in 2027.
The Group has reviewed its suite of policies and updated
them as necessary to strengthen our current internal
controls. These are available to all head office colleagues
on the Frasers Intranet site, and relevant training is
provided though our L&D department.
During the year the Board has further enhanced its ways
of working, establishing and embedding a quarterly
business review building on executive processes. This
has strengthened Board oversight of all aspects of the
business and stimulated a more regular dialogue about
performance at both the operational and strategic level.
Through formal Board business review, for example of
Frasers Group Financial Services, or through more informal
learning sessions, for example on artificial intelligence,
the Board has established more flexible ways of working,
increased its knowledge of key business opportunities and
enhanced Board oversight.
The Internal Audit team has drafted an audit timetable
for the FY27 financial year, reviewing various different
departments to ensure internal controls are appropriate
and strengthened our assurance for the new requirements
of the Corporate Governance Code for 2027. Further
details in relation to internal audit focus are included
within the Audit Committee Report on pages 94 to 102.
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
72
Roles
The roles of Chair and Chief Executive are separate
with distinct accountabilities formalised in writing and
approved by the Board. A summary of these roles is
shown below and full role descriptions can be found on
our website at www.frasers.group/financials/corporate-
governance.
The Chair, who was independent on appointment, is
responsible for the leadership and management of the
Board, encouraging openness and constructive debate
between Board members so that all Directors effectively
contribute to the Board’s operation. He is also available
to provide advice and support to both the Executive and
Non-executive Board members.
The Chair works with the Company Secretary to ensure
that the Directors receive accurate, timely and clear
information and that sufficient time is available to discuss
agenda items at each Board meeting.
The Chief Executive is responsible for the executive
leadership and day-to-day management of the Company
and for developing and delivering the Group’s strategy.
The Senior Independent Director (SID) acts as a sounding
board for the Chair and an intermediary for Directors and
shareholders. The SID is available to shareholders should
they wish to raise an issue through an alternative channel
and the SID’s responsibilities are set out in writing and are
available on our website.
The Non-executive Directors, led by the SID, meet
without the Chair present annually to discuss the Chair’s
performance and any other matters as required.
The Balance of the Board
There are currently four Non-Executive Directors, as well
as a Non-Executive Chair of the Board, a Non-Executive
Workforce Director, and three Executive Directors. The
Non-executive Workforce Director is not considered to be
independent as she is employed by the Group. For further
information, see page 76.
Role of the Non-Executive Directors
The Non-Executive Directors have extensive experience
from a wide range of sectors. They provide constructive
challenge, strategic guidance and appraise Executive
Directors’ performance against agreed performance
targets, including through the work of the Remuneration
Committee.
The Non-Executive Directors and the Chair
meet regularly without the Executive Directors present.
Delegation of Responsibilities
The Board has three Committees, the Audit Committee,
Remuneration Committee and Nomination Committee.
The Committees are governed by their Terms of Reference,
which provide details of matters delegated to them.
The Terms of Reference are reviewed annually and are
available on the Group’s website at www.frasers.group/
financials/corporate-governance.
The roles of the Chair, Chief Executive and Senior
Independent Director are clearly defined and set out in
writing and are also available on the Group’s website.
DIVISION OF RESPONSIBILITIES
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
73
Board and Committee Performance
The performance and effectiveness of the Board and
its Committees are evaluated in accordance with the
guidance provided under the UK Corporate Governance
Code. An external board performance review was
conducted in FY24. The Board fully completed all the
agreed actions during this financial year.
During FY25, an internal evaluation of board performance
was carried out, which further strengthened our
Governance Framework. Each director evaluated the
performance of the Board, and each of the committees
on which they sat, over a number of data points. The
results were summarised by the Company Secretary and
discussed by the Board.
Individual evaluations of each director were undertaken
by the Chair or the Senior Independent Director. This
encompassed a review of performance and a discussion
on areas where their skills and knowledge could be
enhanced to be better equipped for their role. To assist this
process, a skills matrix questionnaire was completed by
each director which has also been used by the Nomination
Committee as part of their consideration of new director
appointments.
Director Commitment
Prior to accepting Board positions, prospective Directors
are informed that following induction, they are required to
dedicate between 15 and 20 days per annum to fulfil the
role of a Non-Executive Director. Non-Executive Directors
are aware that scheduled and unscheduled meetings
may take place, as well as other events including site visits,
shareholder meetings and strategy meetings. The time
commitment specified in Non-Executive Directors’ letters
of appointment has been reviewed by the Nomination
Committee and is considered appropriate. Regular
training is offered to all Directors, and this is further
considered during Director evaluations.
The Directors are expected to attend all scheduled Board
meetings and are asked to use best endeavours to attend
unscheduled meetings. To assist with managing their
commitments, the Non-Executive Directors are given
prospective annual Board calendars early in the second
half of the preceding year. During the year, there were five
scheduled and seven unscheduled Board meetings.
KEY BOARD RESPONSIBILITIES
•
Approving budgets
•
Setting the Group’s values and standards
•
Approving strategic aims and objectives and culture
oversight
•
Approving acquisitions and disposals
•
Board and governance structure (appointments,
remuneration, committees)
•
Oversight of operations, controls, risk and compliance
•
Shareholder communications and market disclosures
•
Approving foreign exchange and commodities
transactions above a material level
•
Approving strategic investments above a material level
Remuneration Committee
Remuneration policy and pay
setting
Alignment of remuneration with
strategy and long-term success
Setting individual remuneration
and incentive structures
Oversight of bonus and share
schemes
Governance, compliance and
stakeholder considerations
Nomination Committee
Composition of the Board
Succession planning
Diversity and inclusion
Audit Committee
External audit oversight
(appointment, independence,
effectiveness)
Financial reporting oversight and
review of key judgements
Internal controls and risk
management oversight
Internal audit oversight and
effectiveness
Compliance, whistleblowing and
fraud monitoring
Reporting to the Board and annual
report disclosures
Compliance and Risk Group
Climate Steering Group
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
74
Appointment Documentation
Details of Executive Directors’ service contracts, and of
the Chair’s and the Non-executive Directors’ appointment
letters, are given on pages 90 to 91.
Copies of service contracts and appointment letters are
available for inspection at the Company’s registered office
during normal business hours and at the Annual General
Meeting.
The schedules of responsibilities for the Chair, Chief
Executive and the Senior Independent Director are
reviewed at least annually and published on our corporate
website.
Matters reserved for the Board
There is a formal schedule of matters reserved for the
Board, the structure of which establishes how the Board
manages its responsibilities and providing guidance on
the Board’s activities.
The schedule of matters reserved
is reviewed and approved by the Board annually and is
published on our corporate website.
During FY26, regular items on the agenda for consideration
included:
•
detailed updates on financial results and business
performance against related KPIs;
•
health and safety;
•
progress in the execution of the Group’s Elevation
Strategy;
•
governance matters, which included reviewing the
work of the Committees to the Board, the conduct of
matters reserved to the Board and consideration of the
changes introduced by the UK Corporate Governance
Code and proposed audit reforms; and
•
strategic investments.
The Board also receives regular reports from the
Non-Executive Workforce Director, Cally Price, who
attends all Board meetings.
Board Meeting Attendance
The Board held 12 meetings during FY26, dealing with the annual cycle of activity planned in advance of the year (five)
and other matters arising during its course (seven).
The table below shows the attendance at Board and Committee meetings during FY26, and the Board is satisfied that
each of the directors is able to allocate sufficient time to the Company to effectively discharge their responsibilities.
The
Board has the capacity to meet outside of scheduled meetings as and when required.
During FY26, the unscheduled
meetings called mostly related to proposed strategic investments and acquisitions. Michael Murray recused himself from
discussions relating to Hugo Boss AG due to his position on the Supervisory Board of Hugo Boss AG.
Board Meetings
Scheduled
Board Meetings
Unscheduled
(3)
Audit Committee
Meetings
Remuneration
Committee Meetings
Nomination
Committee Meetings
Sir Jonathan Thompson
5/5
4/7
-
1/1
1/1
Michael Murray
4/5
4/4
-
-
-
David Al-Mudallal
5/5
7/7
-
-
-
Chris Wootton
5/5
7/7
-
-
-
Cally Price
3/5
6/7
-
-
-
Nicola Frampton
5/5
7/7
4/4
3/3
-
Richard Bottomley OBE
5/5
6/7
4/4
-
2/2
Jacky Wright LVO
(1)
4/4
2/3
-
2/2
1/1
Andy Lyon
(1)
4/4
3/3
3/3
2/2
-
David Daly
(2)
1/1
3/4
-
-
1/1
Ger Wright
(2)
1/1
3/4
-
-
-
Helen Wright
(2)
1/1
1/4
-
1/1
-
(1)
Jacky Wright LVO and Andy Lyon were appointed to the Board on 24 September 2025
(2)
David Daly, Ger Wright and Helen Wright retired from the Board on 24 September 2025
(3)
In addition, there were two Board sub-committee meetings with limited attendance for pre-approved administrative purposes.
CORPORATE GOVERNANCE REPORT
FRASERS GROUP PLC
75
Company Secretarial Support
All Directors have access to the advice and services of
the Company Secretary and may take independent
professional advice at the Company’s expense, subject to
prior notification to the other Non-Executive Directors and
the Company Secretary.
The Company Secretary ensures that the Company
maintains appropriate insurance cover in respect of its
Directors and Officers. She also advises the Board on
corporate governance matters.
The Group Position and Prospects
The Board takes responsibility for the preparation of the
Annual Report and Accounts for FY26, and is in agreement
that taken as a whole, they are fair, balanced and
understandable. For the Board’s statement on this matter
please refer to page 99. We are confident that the Annual
Report and Accounts provide sufficient detail and that
our shareholders have been provided with the necessary
information on the Group’s position, performance, business
model and strategy. Further details on this can be found
in the Strategic Report on pages 10 to 11. Detailed
information on the financial position and performance
can also be located in the Group’s consolidated financial
statements located on pages 118 to 122.
As a result of its findings, the Board has adopted a going
concern statement for FY26, and full details of this can be
found in the Directors’ Report at page 107. The Directors
have also assessed the prospects of the Group over a
three-year period and the Viability Statement can be
found at page 66.
Risk Management
The Board’s responsibilities and procedures for managing
risk and the supporting systems of internal control are set
out in the Principal Risks and Uncertainties section of the
Strategic Report. Further information can also be found in
the Audit Committee Report.
Controls in respect of financial reporting and the
production of the consolidated financial statements
are well established. Group accounting policies are
consistently applied, and review and reconciliation
controls operate effectively. Standard reporting packages
are used by all Group entities to ensure consistent and
standard information is available for the production of the
consolidated financial statements.
The Board has carried out a robust assessment of the
Groups’ emerging and principal risks in the period and
further details can be found in the Strategic Report and
Principal Risk and Uncertainties section as noted above.
THE BOARD
FRASERS GROUP PLC
76
THE BOARD
Jonathan Thompson
Sir Jonathan Thompson
Non-Executive Chair of the Board
Key Skills & Experience
Sir Jonathan has had a lengthy leadership and finance career
including as Chief Executive of the Financial Reporting Council,
HMRC and the Ministry of Defence as well as Director General
of Finance at the Ministry of Defence and Director General of
Corporate Services at the Department for Education. He has
held a range of non-executive positions in the public and private
sector and joined the Board in June 2024. Sir Jonathan’s expertise
in driving strategy and change, and in corporate governance,
reporting and audit, as well experience in large-scale project
management, will strengthen the execution of Frasers’ long-
term growth strategy and continue to position the Group as a
leading international business.
External Appointments
Chair of Vocalink Limited
Appointed to the Board
3 June 2024
Committee Membership
Nomination Committee (Chair)
Michael Murray
Michael Murray
Chief Executive Officer
Key Skills & Experience
Michael Murray was appointed Chief Executive Officer of Frasers
Group in 2022. Since his appointment, Michael initiated and
continues to execute the Elevation Strategy, rebranding from
Sports Direct International to Frasers Group plc and further
establishing the Group as a strategic partner of choice to
the world’s best brands across Sports, Premium and Luxury.
This strategic initiative has since diversified the Group from a
predominantly retail-focused business into the realms of property
and financial services, demonstrating significant APBT growth
from FY22. Furthermore, he has developed and executed the
mergers and acquisitions strategy, as well as spearheaded
international expansion across Europe, Asia, Middle East, Africa,
and Australia.
External Appointments
Director of NM Property London Limited, Director of MM Prop
Consultancy Limited, Director of TM Holdco Limited, Member
of Supervisory Board HUGO BOSS AG, Non-Executive Director
of Curate Technology Limited
Appointed to the Board
1 May 2022
THE BOARD
FRASERS GROUP PLC
77
David Al-Mudallal
David Al-Mudallal
Chief Operating Officer
Key Skills & Experience
Since joining the Group in 2017, David has held a range of senior
roles including Chief of Staff and Head of Operations. In August
2021 he was appointed Chief Operating Officer.
David has been
a key driver of the Group’s transformative Elevation Strategy,
playing a pivotal role in acquiring and retaining talent and
delivering operational excellence across the Group. David is
responsible for integrating newly acquired businesses onto the
Frasers platform, which is a key driver in unlocking profitable
growth from the Group’s M&A strategy.
He also led on the
creation of the Financial Services Division and the successful
development and rollout of Frasers Plus, the Group’s FCA
regulated credit payment account and rewards product.
External Appointments
Director of AM Propco Limited
Appointed to the Board
26 February 2024
Chris Wootton
Chris Wootton
Chief Financial Officer
Key Skills & Experience
Chris is a Chartered Accountant and worked at PwC for the
early part of his accounting career in the assurance practice,
which included work on large corporates and listed entities. Chris
continues to provide key support to the senior executive team
and is a key driver of the Group’s accounting policies, namely
being conservative, consistent and simple. He continues to play
a leading role in the banking relationships of the Group and led
the successful refinance in 2025 on investment grade terms with
the facility now standing at approximately £3.3bn. Chris also
has a leading role in the Group’s investment and M&A strategy
and was key in the building of the Hugo Boss AG investment,
and subsequent to year end, takeover bids for Hugo Boss AG
and Accent Group Limited.
Appointed to the Board
12 September 2019
THE BOARD
FRASERS GROUP PLC
78
Cally Price
Cally Price
Non-Executive Workforce Director & Workers’ Representative
Key Skills & Experience
Cally began her Frasers Group career on the shop floor, joining the
business in 2008. By 2015, she was promoted to Store Manager
and within a year, won Store of the Season. She has since taken
on various key positions within the business, elected as the
Workers’ Representative in 2018 and then shortly after appointed
as Non-Executive Board Member. Cally plays a vital role in
ensuring the voice of the workforce is heard and reflected in
the decisions of the Board. Influencing the business structure,
people and warehouse improvements, Cally is ideally placed to
represent the workforce throughout every aspect of the business.
Appointed to the Board
1 January 2019
Nicola Frampton
Nicola Frampton
Independent Non-Executive Director
Key Skills & Experience
Nicola has extensive experience in retail operations, risk
management, assurance, and corporate governance across a
wide range of industries, having specialised in these areas in
previous roles at William Hill and Deloitte.
Nicola has spent the
majority of her career in senior executive management roles
with the last five years being at Domino’s Pizza Group plc where
she initially served as Chief Operating Officer and was recently
appointed to the role of Chief Executive Officer where she has
primary responsibility for the group’s strategy and performance.
External Appointments
Chief Executive Officer at Domino’s Pizza Group plc
Trustee at Changing Stars Malawi
Appointed to the Board
1 October 2018
Committee Membership
Remuneration Committee (Chair)
Audit Committee
THE BOARD
FRASERS GROUP PLC
79
Richard Bottomley
Richard Bottomley OBE
Senior Independent Non-Executive Director
Key Skills & Experience
Richard has over 25 years’ experience working with listed
companies during his time as a senior partner at KPMG where
his specialism was in dealing with listed entity and public
interest audits, corporate finance transactions and internal
audit assignments.
Richard has been a non-executive director
of Newcastle Building Society where he chaired the Audit
Committee and has also been the Chair of the Greggs plc final
salary scheme.
External Appointments
NED of Jessgrove Limited, NED of Eclipse Colours Limited, Director
of Castlefield Lane Limited, Director in Marsden Packaging
Limited, Director of K.S Services Trustees Limited, Governor of
Westville House School, Director of Peaktarn
Appointed to the Board
1 October 2018
Committee Membership
Audit Committee (Chair)
Nomination Committee
Jacky Wright
Jacky Wright LVO
Independent Non-Executive Director
Key Skills & Experience
A globally recognised technology executive and advocate for
inclusive innovation, with over three decades of experience
leading digital transformation across the private and public
sectors. She most recently served as Chief Technology and
Platform Officer at McKinsey & Company, where she led the firm’s
tech strategy, AI transformation and technology modernization
efforts for 40,000+ colleagues globally. She was also with
Microsoft for over 10 years where she was Chief Digital Officer.
Jacky has held previous directorships at Exelixis and Nvent.
External Appointments
Russell Reynolds
Becton Dickinson & Company
GraceKennedy Group
Appointed to the Board
24 September 2025
Committee membership
Nomination Committee
Remuneration Committee
THE BOARD
FRASERS GROUP PLC
80
Andy Lyon
Andy Lyon
Independent Non-Executive Director
Key Skills & Experience
Previously a senior audit partner at PwC having specialised in
retail and consumer markets. He led the audits of several large
global retailers, both listed and privately owned, including fashion
brands and department stores. During his 23 years as a partner,
he had spells as senior partner for the East Midlands office, a
member of the Midlands leadership team and sat on the firm’s
retail and consumer leadership team with responsibility for the
regional practice.
Appointed to the Board
24 September 2025
Committee Membership
Remuneration Committee
Audit Committee
NOMINATION COMMITTEE REPORT
FRASERS GROUP PLC
81
Dear Shareholder
To meet the Group’s needs, the Nomination Committee
must ensure that the Board remains competent, diverse,
well balanced and equipped to deal with any present or
future issues which may arise. It is also important that the
Nomination Committee both supports and challenges
the decisions of the Executive Directors within the
remit of its duties, which includes reviewing the Group’s
leadership and making recommendations regarding the
appointment of new Directors and extending the term of
office of existing Directors.
Biographical details of each Committee member are
shown in the Board of Directors’ profiles on pages 76 to 80.
The Nomination Committee usually meets formally twice
a year, although additional meetings take place when
appropriate. The Committee formally met two times
during FY26. All members of the Nomination Committee
are Non-Executive Directors and, with the exception of the
Committee Chair, are considered to be independent.
The Responsibilities Of The Nomination
Committee Include
:
•
Reviewing the composition, structure and size of the
Board, and recommending adjustments to the Board.
•
Reviewing the leadership needs of the Group, including
directors and senior management.
•
Reviewing and recommending adjustments to the
Board’s composition, structure and size, having regard
to skills, experience and diversity.
•
Identifying and nominating candidates for Board
appointments.
•
Overseeing
director
and
senior
management
succession planning, including diverse talent pipelines.
•
Reviewing the time commitment, appointment,
re-appointment and re-election of directors.
•
Recommending Board and Board Committee
appointments and memberships.
•
Reviewing Board Performance Review outcomes
relating to Board composition and succession planning.
A full list of the Committee’s responsibilities is set out in
its Terms of Reference which are available on the Group
Website: www.frasers.group.
What Has The Committee Done During
The Year?
Board Nominations
The Committee considered and recommended to the
Board the appointments of Jacky Wright LVO and Andy
Lyon, and the changes to the Committee memberships
following their appointments. The Committee also
recommended to the Board the appointment of Emma
Reid as Company Secretary. The Committee also received
updates on diversity reviews and considered Board
succession planning.
During the year, the Nomination Committee oversaw a
search process to identify suitable candidates to fill Board
vacancies resulting from the planned retirement of existing
directors. Emma Reid was an internal candidate who was
appointed following a formal interview process.
The Committee also considered and recommended the
election and re-election of all Directors wishing to stand
for re-election, at the AGM, following consideration of their
effectiveness and commitment.
Composition of the Board
The Committee has reviewed the Board’s composition, and
we continue to look to add talented people to the Board,
who will bring appropriate skills, experience and diversity.
The Committee has prepared a skills matrix which has
identified key areas in which the board members have
experience and the areas in which board knowledge could
be strengthened. The results will be used to influence
future board appointments.
At the year end, four directors were considered
independent. Excluding the Chair, this represented half
of the Board and was therefore compliant with the UK
Corporate Governance Code.
Annual Performance Appraisals
All board members, both Executive and Non-Executive,
went through an annual performance review during
FY26 and each Director engaged fully in the process.
This included setting objectives for each individual and
ensuring that each Non-Executive Director has sufficient
time to dedicate to their role. I led these appraisals, as
Chair of the Board and the Nomination Committee. This
process is repeated annually. Richard Bottomley OBE,
Chair of the Audit Committee and Senior Independent
Non-executive Director, led my performance appraisal and
objective setting.
NOMINATION COMMITTEE
REPORT
NOMINATION COMMITTEE REPORT
FRASERS GROUP PLC
82
Each Director is responsible for actioning any development
needs identified in their appraisals and will be challenged
on how they have taken action against these objectives
during their next annual appraisal.
Diversity and Inclusion
At the period end, the Board had three female Directors,
representing 33% of the Board. There were also two
directors, representing 22% of the Board, who identified
as being from an ethnic minority. Whilst the Board did not
meet the FCA’s targets relating to female representation
on the Board and in senior Board positions, the Committee
continues to consider gender and broader diversity factors
alongside skills, experience and Board requirements as
part of its succession planning and recruitment activities
and will take these factors into account as future
vacancies arise. The gender balance of those in the senior
management and management can be found in the ESG
report on pages 46 to 47.
The Group’s objectives in relation to Board diversity and
inclusion are:
•
To ensure that the Board has an appropriate mix of
skills, experience and knowledge, to ensure a variety
of perspectives are represented on the Board and
enable the Board to effectively oversee and support
the Group’s growth and management.
•
To maintain Board representation from the workforce,
which brings the voice of colleagues into the
boardroom, supports our strategy of investing in our
people and enables the Board to effectively oversee
and support the Group’s growth and management.
•
To ensure that female representation and ethnic
minority representation at both senior management
and board level, continue to at least meet the FCA’s
requirements.
The Group is working towards achieving its diversity
policy objective, and those of the Hampton Alexander
Report and the Parker Review in respect of gender
and ethnicity, by having a strong gender and ethnic
balance in senior management and their direct reports.
When reviewing candidates who may become Board
members, the Committee has regard to factors including
professional experience, skills, education, gender, ethnicity,
background and age, to ensure a variety of perspectives
are represented at Board level. The Board is conscious that
to successfully deliver the strategic goals of the business,
our people, including the Board of Directors must reflect
the diverse cultures and values of our customer base.
The Committee recognises the advantages of having a
diverse team and has therefore reviewed the composition
of the senior management team, including their direct
reports. There is a varied representation of ages within
senior management and a number of roles were held
by females at period end, including a Regional Manager,
Head of Sustainability, General Counsel and Company
Secretary, Senior PR manager and the Head of UK Finance.
Approximately 52% of our UK workforce is female,
including 33% of our senior management (FY25: 52%
UK workforce and 29% of senior management). We aim
to ensure that both male and female candidates are
provided with equal opportunities to apply for and work
in all positions across the Group.
There are now 9 directors, representing 78% of the Board
that identify as white British, and 33% of our Board are
female. The tables below show the gender and ethnic
diversity of the Board and senior management at the
period end.
NOMINATION COMMITTEE REPORT
FRASERS GROUP PLC
83
Table for reporting on gender identity or sex
As at 26 April 2026
Number of Board
members
% of the Board
Number of senior positions
on the Board, Chair, SID,
CEO and CFO
Number in executive
management
(1)
% of executive
management
Men
6
67%
4
4
67%
Women
3
33%
-
2
33%
Table for reporting on ethnic background
As at 26 April 2026
Number of Board
members
% of the Board
Number of senior
positions on the
Board, Chair, SID,
CEO and CFO
Number in executive
management
(1)
% of executive
management
White British or other white (inc.
non-minority white groups)
7
78%
4
5
83%
Mixed/multiple ethnicity group
1
11%
-
1
17%
Asian/British Asian
-
-
-
Black/African/Caribbean/Black British
1
11%
-
-
-
Other ethnicity including Arab
-
-
-
-
-
Not specified prefer not to say
-
-
-
-
-
(1)
Executive management is defined as the Leadership Team which can be found on our website and Company Secretary
(2)
Data obtained from individuals
Gender Pay
Our latest Gender Pay gap report published in April
2025 had a gender pay gap of 1.6% for 2025 (2024: 2.1%
gender pay gap).
This year, we have included all bonus
elements that our colleagues across the Group receive,
ensuring that our pay gap reflects the full scope of
additional pay incentives that our teams have access to.
Further details on diversity and inclusion are set out in
the Our People section.
Succession Planning
The Committee has reviewed the succession plan for
directors and senior management noting that there is a
strong executive pipeline for senior executive positions.
Other matters
The Committee has reviewed its terms of reference
and minor amendments have been made in line with
best practice.
The Committee also reviewed feedback
from proxy advisory services on the 2025 Nomination
Committee report, noting that these focused on the
diversity of the Board.
Jonathan Thompson
Sir Jonathan Thompson
Non-Executive Chair of the Board
15
th
July 2026
REMUNERATION REPORT
FRASERS GROUP PLC
84
REMUNERATION REPORT
DIRECTORS’ REMUNERATION
REPORT
Dear Shareholder,
I am pleased to present the Directors’ Remuneration Report
for the period ended 26 April 2026. This report is split into
two parts: this Annual Statement and the Annual Report
on Remuneration.
As a first item, the Remuneration Committee wishes to
thank our shareholders for the support which they continue
to give on remuneration matters. At our 2025 AGM, our
Directors’ Remuneration Report was approved by 99.69%
and our updated Directors’ Remuneration Policy was
approved by 94.44% of shareholders voting. This indicates
continuing strong support from both our full shareholder
base and also our independent shareholders.
Board changes
David Daly stepped down as Company Chair from 1
September 2025, and David stepped down from the Board
at the Company’s AGM on 24 September 2025. He was
succeeded as Company Chair by Sir Jonathan Thompson
on 1 September 2025.
Ger Wright (Non-Executive Director) and Helen Wright
(Non-Executive Director) also stepped down from the
Board at the Company’s AGM on 24 September 2025.
Jacky Wright LVO and Andy Lyon joined the Board as
Non-Executive Directors effective 24 September 2025.
Actions Taken in FY26 and Impacts on Pay
As was the case for FY25, Michael Murray decided to
waive his salary for FY26, in order to focus on achieving
the Executive Share Scheme (‘ESS’) award targets. This was
the fourth consecutive year in which he elected to do so.
The Remuneration Committee agreed that this was
appropriate given the current economic challenges in retail,
various integrations of acquired businesses, and other cost
efficiency initiatives within the Group. As a committee,
we recognise the leadership our CEO has demonstrated
through this action.
The Committee exercised what it regards as normal
commercial judgement in respect of Directors’ remuneration
throughout the year (and in all cases in line with the
Company’s Directors’ Remuneration Policy). There were
no exercises of discretion by the Committee in respect of
Directors’ remuneration, save as detailed in this report.
In addition, the Committee considered that Directors’
remuneration for FY26 was appropriate, and that the
Directors’ Remuneration Policy continues to operate as
intended, taking into account company performance and
quantum.
Colleague reward
Our colleague remuneration strategy continues to be
focused on fairly rewarding all colleagues while recognising
talent and high performers who facilitate the achievement
of our corporate objectives and represent our core values
of Own it, Think without Limits, Be relevant.
As part of that strategy, we use a rewards-based structure,
and during the year we have:
•
Continued to develop our bonus scheme which rewards
store profitability and performance
•
Continued to align pay and performance
•
Paid bonuses and commissions of approximately £29m
(2025: £29m) to colleagues. As in previous periods, this
has largely been paid to our casual retail workers
•
Extended the Fearless 1000 scheme, now Fearless 1200,
and the related all-employee bonus scheme
We have continued to enhance the focus on colleague
wellbeing with the development of our Fraser Fit app. This
is available to all colleagues and supports their physical
wellbeing through a dedicated fitness and nutrition
platform managed by our Everlast team, and their financial
and mental wellbeing through appropriately curated
content provided in conjunction with our partners at the
Retail Trust.
We reviewed the hourly rate paid to colleagues throughout
the business and increased rates to ensure we continue to
pay above the National Minium Wage and to maintain
appropriate differentials in our pay structure.
Operation of Directors’ Remuneration
Policy in FY27
We renewed our Directors’ Remuneration Policy for a period
of up to three years at our 2025 AGM, for consistency with
the amendments made to our ESS plan at the 2025 AGM
to revise award levels, recalibrate performance targets,
and extend the performance period for the ESS to 30
September 2030.
A key component of our policy since its establishment in
2021 has been our ESS, which seeks to extend the core
principles of our all-colleague Fearless 1200 plan to our
Executive Directors, albeit at higher share price targets
than apply for our colleagues. Further details of the F1200
scheme can be found on page 47.
REMUNERATION REPORT
FRASERS GROUP PLC
85
Directors’ Remuneration Report
This report contains the material required to be set out as
the Directors’ Remuneration Report and has been prepared
in accordance with Schedule 8 of the amended Large and
Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 (the ‘DRR Regulations’).
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved by
shareholders at the 24 September 2025 AGM.
A copy of
the Directors’ Remuneration Policy can be found on the
Group’s corporate website at https://www.frasers.group.
Annual Report On Remuneration
This part of the Directors’ Remuneration Report sets out the
actual payments made by the Company to its Directors
with respect to the period ended 26 April 2026 and how
our Directors’ Remuneration Policy will be applied in the
period commencing 27 April 2026.
The salaries of our Executive Directors remain unchanged
for FY26 (CEO: £1,000,000; CFO and COO £250,000). Our
CEO has again decided to waive his salary for FY26.
Format of the Report and Matters to be
Approved at Our 2026 AGM
At the 2026 AGM, shareholders will be asked to approve
the Directors’ Remuneration Report for FY26 as planned.
I hope that our shareholders remain supportive of our
approach to executive pay at Frasers and vote in support
of the resolutions on remuneration matters to be tabled at
the 2026 AGM. The Remuneration Committee is happy to
receive feedback from shareholders at any time in relation
to our remuneration policies and will be available at the
AGM to answer any questions you may have.
Nicola Frampton
Nicola Frampton
Chair of the Remuneration Committee
15
th
July 2026
Application Of Policy In FY27
Base Salary and Fees
Michael Murray’s salary is £1,000,000 per annum. Michael
waived his salary for FY23, FY24, FY25 and FY26 in order
to focus on achieving the ESS award targets and to align
with shareholders’ interests.
Michael has also waived his
salary for FY27.
The annual base salary of the remaining Executive Directors
for FY27 will be as follows:
•
Chris Wootton, Chief Financial Officer: £250,000 (FY26:
£250,000)
•
David Al-Mudallal, Chief Operating Officer: £250,000
(FY26: £250,000)
Fees for the Chair and Non-Executive Directors are normally
reviewed annually. In respect of fees for FY27, it has been
agreed that Sir Jonathan Thompson will receive an annual
fee of £250,000 (FY26: £250,000) for his role as Chair and
Richard Bottomley OBE will receive £85,000 for his role
as Senior Independent Director (FY26: £85,000). Nicola
Frampton will receive a fee of £65,000 (FY26: £65,000),
and Andy Lyon and Jacky Wright LVO will receive a fee of
£80,000 (FY26: £80,000) for their roles as Non-Executive
Directors. Cally Price will receive a fee of £20,000 (FY26:
£20,000) for her role as Non-Executive Workforce Director.
Pension
The contribution rate for each of the Executive Directors
will be 3% of salary, capped at £50,000 of salary, being
the maximum employer contribution rate available under
the Company stakeholder pension scheme.
No Director participates in a defined benefit scheme (FY25:
none).
Annual Bonus Scheme
Each of the Executive Directors will be eligible to earn a
bonus in respect of FY27. Any amount earned shall be
determined by reference to one or more performance
metrics determined by the Committee and linked to
the Company’s strategy and/or the Executive Director’s
performance in role. Due to issues of commercial sensitivity,
the Committee does not believe it is in shareholders’ interests
to disclose any further details of these performance metrics
and/or targets on a prospective basis. The Committee will
provide appropriate and relevant levels of retrospective
disclosure of the assessed criteria applied to the FY27
bonus in next year’s Directors’ Remuneration Report.
Any such bonus shall be of up to a maximum of 200% of
salary, noting that Michael Murray’s potential bonus will be
determined by reference to his contractual salary, despite
his decision to waive his salary for FY27. Any bonus earned
in excess of 100% of salary may be subject to deferral, in
accordance with the Policy.
REMUNERATION REPORT
FRASERS GROUP PLC
86
Director
Salaries and
fees
Other
benefits
Bonus
Long-term
incentive
schemes
Pension
(1)
Total
Total fixed
remuneration
Total variable
remuneration
FY26
FY25
FY26
FY25
FY26
FY25
FY26
FY25
FY26
FY25
FY26
FY25
FY26
FY25
FY26
FY25
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
Executive Directors
Michael Murray
(2)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Chris Wootton
250
250
-
-
100
-
-
-
1
1
351
251
251
251
100
-
David Al-Mudallal
250
250
-
-
-
-
-
-
1
1
251
251
251
251
-
-
Non-Executive Directors
Sir Jonathan Thompson
(3)
192
69
-
-
-
-
-
-
-
-
192
69
192
69
-
-
David Daly
(4)
104
233
-
-
-
-
-
-
-
-
104
233
104
233
-
-
Nicola Frampton
65
65
-
-
-
-
-
-
-
-
65
65
65
65
-
-
Richard Bottomley OBE
85
82
-
-
-
-
-
-
-
-
85
82
85
82
-
-
Cally Price
20
20
-
-
-
-
-
-
-
-
20
20
20
20
-
-
Helen Wright
(5)
27
65
-
-
-
-
-
-
-
-
27
65
27
65
-
-
Ger Wright
(6)
27
304
-
-
-
-
-
-
-
9
27
313
27
313
-
-
Jacky Wright LVO
(7)
48
-
-
-
-
-
-
-
-
-
48
-
48
-
-
-
Andy Lyon
(7)
48
-
-
-
-
-
-
-
-
-
48
-
48
-
-
-
David Brayshaw
(8)
-
25
-
-
-
-
-
-
-
-
-
25
-
25
-
-
Total
1,116
1,363
-
-
100
-
-
-
2
11
1,218
1,374
1,118
1,374
100
-
(1)
Pensions are provided via a defined contribution to the Company stakeholder pension scheme.
(2)
Michael Murray waived his salary for FY26, FY25, FY24 and FY23 (normally £1m per annum).
(3)
Sir Jonathan Thompson joined the Board on 3 June 2024. Sir Jonathan became Company Chair from 1 September 2025.
(4)
David Daly stepped down as Company Chair from 1 September 2025, and David stepped down from the Board at the Company’s AGM on 24 September 2025.
(5)
Helen Wright retired from the board effective on 24 September 2025.
(6)
Ger Wright became a Non-Executive Director on 30 November 2024, having previously been Managing Director - Sports. Ger retired from the Board effective on 24 September 2025.
(7)
Andy Lyon and Jacky Wright LVO joined the Board as Non-Executive Directors effective 24 September 2025.
(8)
David Brayshaw retired from the Board effective from 12 August 2024.
Further Information On The FY26 Annual Bonus (Audited)
Chris Wootton was awarded a discretionary bonus of £100,000 in FY26 for the successful delivery of a new term loan and
revolving credit facility for Frasers Group. The Committee’s view was that this was a significant objective in the continued
delivery of our Elevation Strategy.
None of the other Executive Directors received a bonus in respect of FY26.
Payments for Loss of Office and Payments to Former Directors (Audited)
No payments for loss of office or payments to former Directors were made in FY26 (FY25: nil).
Long-Term Incentives
Michael Murray, Chris Wootton and David Al-Mudallal
have each received awards under the Executive Share
Scheme (which was first approved by shareholders at the
2021 AGM, and most recently amended following approval
by shareholders at the 2025 AGM).
The amended ESS awards following the 2025 AGM are
now as follows: Michael Murray - 8,403,361 shares; Chris
Wootton - 833,333 shares; David Al-Mudallal - 2,100,840
shares.
Awards under the ESS are due to vest after a performance
period ending on 30 September 2030.
Further details of
the awards are provided below.
Single Figure Table (Audited)
The aggregate remuneration provided to individuals
who have served as Directors in the period ended 26
April 2026 is set out below, along with the aggregate
remuneration provided to individuals who have served
as Directors during the prior financial year.
REMUNERATION REPORT
FRASERS GROUP PLC
87
Statement of Directors’ Shareholding and Share Interests (Audited)
The beneficial interests of the Directors who served during the year and of their connected persons, in both cases at the
beginning of the financial year, or at the date of appointment if later, and at the end of the financial year, or at the date
of resignation if earlier, in the share capital of the Company are shown below:
Ordinary Shares held
at 26 April 2026
Ordinary Shares held
at 28 April 2025
Michael Murray
(1)
-
-
Chris Wootton
-
-
David Al-Mudallal
-
-
Ger Wright
-
-
Sir Jonathan Thompson
-
-
David Daly
30,654
30,654
Nicola Frampton
5,732
5,732
Richard Bottomley OBE
17,390
17,390
Helen Wright
-
-
Cally Price
-
-
Andy Lyon
15,000
-
Jacky Wright LVO
-
-
(1)
As at 26 April 2026 and the reporting date, Michael Murray held an equity derivatives contract which is the economic equivalent of the holding of 6,851,120 Frasers Group Plc ordinary
shares.
There has been no change to the interests reported above between 26 April 2026 and 15 July 2026 (being the latest possible
date for inclusion in the 2026 Annual Report). The Company did not receive any notifications under DTR 5 between 26
April 2026 and 15 July 2026.
In addition, Executive Directors hold outstanding scheme interests under the Executive Share Scheme as follows:
Executive Director
Awards held at
27 April 2025
Awards granted during the
year
Awards lapsed during the
year
Awards held at
26 April 2026
(1)
,
(2)
Michael Murray
6,711,409
-
-
8,403,361
Chris Wootton
600,000
-
-
833,333
David Al-Mudallal
600,000
-
-
2,100,840
(1)
On 23 December 2025 the Executive Directors’ awards under the ESS were amended to the revised number of Shares as shown in the table above.
The amended awards are subject to
the updated rules of the ESS approved by shareholders at the Annual General Meeting of the Company held on 24 September 2025.
(2)
The ESS awards granted to Michael Murray and David Al-Mudallal are each in the form of a nominal share option. The ESS awards granted to Chris Wootton are in the form of a
conditional share award.
Following amendments to the rules of the ESS approved by shareholders at the Annual General Meeting of the Company
held on 24 September 2025, awards under the ESS are due to vest after a performance period ending on 30 September
2030. Each of the awards granted to Executive Directors in the table above are subject to a share price performance
target of £12 per share (for at least 30 consecutive trading days). In addition, each award remains subject to three
underpins relating to:
i.
achievement of satisfactory performance ratings for each participant;
ii.
anticipated delivery of the Company’s Elevation strategy; and
iii.
achieving adjusted PBT of at least £500m in a single financial year.
REMUNERATION REPORT
FRASERS GROUP PLC
88
Performance Graph and Table
The following graph shows the Company’s performance measured by total shareholder return compared with the
performance of the FTSE 100 and FTSE 250 Index (excluding investment trusts).
The Committee considered these as appropriate indices against which to compare the Company’s performance. They
are widely accepted as national measures and include the companies that investors are likely to consider as alternative
investments.
Total Chief Executive Remuneration and Performance-Related Pay
The table below shows details of the total remuneration and performance-related pay for the Company’s Chief Executive
over the last ten financial years.
Total remuneration
Long term incentive scheme vesting as a % of
maximum opportunity
FY26 – Michael Murray
(1)
Nil
N/A
FY25 - Michael Murray
(1)
Nil
N/A
FY24 - Michael Murray
(1)
Nil
N/A
FY23 - Michael Murray
(1)
Nil
N/A
FY23 - Mike Ashley
(1)
Nil
N/A
FY22 - Mike Ashley
Nil
N/A
FY21 - Mike Ashley
Nil
N/A
FY20 – Mike Ashley
Nil
N/A
FY19 – Mike Ashley
Nil
N/A
FY18 – Mike Ashley
Nil
N/A
(1)
Michael Murray was appointed as Chief Executive with effect from 1 May 2022 and reflects his remuneration from this date. Mike Ashley stood down as Chief Executive from 1 May 2022.
Frasers Group plc
FTSE 250 x Investment Trusts
FTSE 100
£250
£200
£150
£100
£50
£0
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
REMUNERATION REPORT
FRASERS GROUP PLC
89
Chief Executive to Employee Pay Ratio
In line with reporting requirements, the Company is required to disclose ratios which compare the total remuneration of
the Chief Executive to the remuneration of the 25th, 50th and 75th percentile of the Group’s UK employees. We have not
reported these ratios in the past as our CEO has waived his salary.
However, in our FY25 Directors’ Remuneration Report, for information, we voluntarily created the ratios based on the
remuneration our CEO would have otherwise received, had he not waived his salary.
We have also created a ratio for
FY26 on the same basis as shown below, although our CEO again waived his salary for FY26.
The disclosure will build
up over time to cover a rolling ten-year period.
Year
Method
25th Percentile
50th Percentile
75th Percentile
2025/26
Option B
39:1
33:1
30:1
2024/25
Option B
43:1
36:1
33:1
We have applied Option B, as set out in the legislation, to calculate the full-time equivalent remuneration for employees
at the 25th, 50th, and 75th percentiles of UK pay. This approach builds on the analysis conducted for our most recent
UK gender pay gap reporting as of 5 April 2025. Given the scale of our workforce, we determined this to be the most
straightforward and robust method for identifying representative employees in the lower quartile, median, and upper
quartile of the organisation.
The individuals at the 25th, 50th, and 75th percentiles were selected based on the gender pay gap data as of 5 April
2025 and were also employed on 30 April 2026. We used their base contractual salaries on a full-time equivalent basis
and included actual benefits, bonuses, long-term incentives, and pensions (where applicable). These data points reflect
the structure of our business and the variety of roles within it. As such, the Committee believes that the resulting median
pay ratio accurately represents our UK employees’ pay, reward, and progression practices as a whole.
Details of the base salary and total remuneration on a full-time equivalent basis for the reference employees used in this
analysis are outlined below. The reference date used to determine pay and benefit figures is April 2025.
25th Percentile
50th Percentile
75th Percentile
Basic Salary
£25,506
£29,952
£29,952
Total Pay
£25,768
£29,952
£32,889
REMUNERATION REPORT
FRASERS GROUP PLC
90
Annual Percentage Change in Remuneration of Directors and Employees
The table below shows how the percentage increase/decrease in each Director’s salary/fees, taxable benefits and annual
incentive plan for each of the financial years from 2021 onwards compares with the average percentage increase in each
of those components of pay for the UK-based employees of the Group as a whole.
% change from
FY25 to FY26
% change from
FY24 to FY25
% change from
FY23 to FY24
% change from
FY22 to FY23
% change from
FY21 to FY22
Salary
or fees
Benefits Bonus
Salary
or fees
Benefits Bonus
Salary
or fees
Benefits Bonus
Salary
or fees
Benefits Bonus
Salary
or fees
Benefits Bonus
Employees
(1)
(4%)
23%
4%
11%
25%
9%
17%
(1%)
15%
14%
22%
35%
23%
31%
1%
Executive Directors
Michael Murray
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Chris Wootton
(7)
0%
N/A
N/A
0%
0%
0%
0%
0%
0%
0%
0%
0%
67%
0%
(100%)
David Al-Mudallal
(2)
0%
N/A
N/A
495%
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Sir Jonathan
Thompson
(4)
178%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Nicola Frampton
0%
N/A
N/A
0%
N/A
N/A
0%
N/A
N/A
0%
N/A
N/A
30%
N/A
N/A
Richard Bottomley
OBE
4%
N/A
N/A
9%
N/A
N/A
0%
N/A
N/A
15%
N/A
N/A
30%
N/A
N/A
Cally Price
0%
N/A
N/A
0%
N/A
N/A
0%
N/A
N/A
33%
N/A
N/A
N/A
N/A
N/A
Jacky Wright LVO
(6)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Andy Lyon
(6)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
David Daly
(5)
(55%)
N/A
N/A
17%
N/A
N/A
0%
N/A
N/A
33%
N/A
N/A
50%
N/A
N/A
Helen Wright
(2)
(58%)
N/A
N/A
491%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Ger Wright
(3)
(91%)
N/A
N/A
533%
0%
(100%)
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(1)
Frasers Group Plc does not have any employees and therefore a subset of the Group’s employees has been used.
(2)
David Al-Mudallal and Helen Wright joined the Board on 26 February 2024. Helen Wright retired from the board effective on 24 September 2025.
(3)
Ger Wright was the Managing Director – Sports until 30 November 2024 after which she became a Non-Executive Director.
Ger Wright retired from the board effective on 24
September 2025.
(4)
Sir Jonathan Thompson joined the Board on 3 June 2024 and therefore has no prior year data to compare against for FY24 to FY25. Sir Jonathan became Company Chair from 1
September 2025.
(5)
David Daly stepped down as Company Chair from 1 September 2025, and David stepped down from the Board at the Company’s AGM on 24 September 2025.
(6)
Jacky Wright LVO and Andy Lyon joined the Board as Non-Executive Directors effective 24 September 2025 and therefore has no prior year data to compare against for FY25 to FY26.
(7)
As no annual bonus was awarded to Chris Wootton in the prior year a percentage change cannot be meaningfully calculated.
Directors’ Service Contracts
The Company’s policy is for Executive Directors to be employed on the terms of service contracts which may be terminated
by either the Company or the Executive Director on the giving of not more than 12 months’ notice. All Directors are subject
to annual re-election.
Executive Directors
Details of each current service contract are set out below:
Name
Contract date
Unexpired term / notice period
Governing law
Michael Murray
20 September 2022
6 months
England & Wales
Chris Wootton
6 March 2017
6 months
England & Wales
David Al-Mudallal
1 July 2021
6 months
England & Wales
REMUNERATION REPORT
FRASERS GROUP PLC
91
Non-Executive Directors
The unexpired terms of the Non-Executive Directors can be found in the table below. The appointments of the Non-Executive
Directors may be terminated by either party on one month’s written notice and in accordance with the Articles of
Association of the Company. Termination would be immediate in certain circumstances (including the bankruptcy of the
Non-Executive Director).
The approach to determining Non-Executive Directors’ pay is to benchmark ourselves against selected other companies
within the FTSE 350. Each year the remuneration of all Directors is put for shareholder approval at the AGM. Last year,
99.69% of shareholders voted in favour of the Directors’ Remuneration Report.
Non-Executive Directors are subject to confidentiality undertakings without limitation in time. Non-Executive Directors
are not entitled to receive any compensation on the termination of their appointment.
Details of the Non-Executive Directors’ letters of appointment are set out below:
Name
Position
Date of Letter of Appointment
End Date of Appointment (subject
to annual re-election at the AGM)
Sir Jonathan Thompson
Non-Executive Chair
3 June 2024
2 June 2027
Nicola Frampton
Non-Executive Director
1 October 2024
30 September 2027
Richard Bottomley OBE
Non-Executive Director
1 October 2024
30 September 2027
Cally Price
Non-Executive Workforce Director
6 October 2024
5 October 2026
Jacky Wright LVO
Non-Executive Director
24 September 2025
24 September 2028
Andy Lyon
Non-Executive Director
24 September 2025
24 September 2028
Relative Importance of Spend on Pay
The table below sets out the Group’s distributions to shareholders by way of dividends and share buybacks, investment
(calculated as set out below) and total Group-wide expenditure on pay for all colleagues (as reported in the audited
financial statements for FY26 and FY25) and the Company’s share price (calculated as at the close of business on the
last dealing day of FY26 and FY25). We have included information on both investment in the business in the year and
share price performance. These are indicative of actual shareholder value being generated and the continuing steps
being taken to position the business for future generation of shareholder value.
FY26
FY25
Percentage Change
Distributions to shareholders by way
of dividends and share buybacks
£15,100,000
-
100%
Investment
(1)
£1,243,300,000
£856,000,000
45.2%
Group-wide expenditure on pay for
all employees
£751,300,000
£655,300,000
14.6%
Share price (pence)
(2)
659
655
0.6%
(1)
Comprises of increases in working capital, acquisitions and capital expenditure in the year (see Consolidated Cash Flow Statement) as the Board believes these to be the most relevant
measures of the Group’s investment in future growth.
(2)
For these purposes, the share prices for FY26 and FY25 are calculated at the close of business on 24 April 2026 and 25 April 2025 respectively, being the last dealing days prior to the
end of each financial year.
Malus and Clawback
The Committee may apply malus and clawback to an
ESS award or (when made) a deferred share bonus
award (malus or clawback) and to cash amounts under
the annual bonus plan (clawback only). The relevant
circumstances when malus and clawback can operate
are:
•
gross misconduct;
•
material misstatement of the Company’s financial
statements;
•
insolvency or corporate failure; or
•
significant reputational damage.
Malus and clawback may apply within appropriate
periods to provide necessary protections of shareholder
interests and are for periods up to:
•
three years from the date of determination of a
bonus in respect of cash bonus payments and any
related deferred share bonus awards; and
•
three years from the end of the performance period
in respect of ESS awards.
No clawback provisions were invoked during the
2025/26 financial year.
REMUNERATION REPORT
FRASERS GROUP PLC
92
Remuneration Committee
During FY26, the Remuneration Committee consisted
of, Nicola Frampton, Helen Wright (until retirement on
24 September 2025), Sir Jonathan Thompson (until his
appointment as Company Chair on 1 September 2025),
and Jacky Wright LVO and Andy Lyon (from appointment
to the Board on 24 September 2025), who are all considered
independent. The purpose of the Committee, as previously
outlined, is to assist the Board to ensure that Executive
Directors and senior executives receive appropriate levels
of pay and benefits.
Attendance at the meetings held during the year is detailed
on page 74.
The members of the Committee have no personal financial
interest, other than as shareholders, in the matters to be
decided, no actual or potential conflicts of interest arising
from other Directorships and no day-to-day operational
responsibility within the Company.
Advisers to the Committee
Michael Murray, the Chief Executive, Chris Wootton, the
Chief Financial Officer, and other senior executives have
advised or materially assisted the Committee throughout
FY26 when requested. Executive Directors are not present
during, nor do they take part in, discussions in respect of
matters relating directly to their own remuneration.
FIT Remuneration Consultants LLP (‘FIT’) were appointed
by and act as adviser to the Committee. FIT is a founder
member of the Remuneration Consultants’ Group and
adhere to its code of conduct. Fees totalling £74,327 plus
VAT have been paid for its services during the year (FY25:
£13,144 plus VAT). The increase in fees this year reflect the
provision of advice to the Committee on various aspects
of remuneration including advice on the Remuneration
Policy and implementation of incentive schemes. The
Committee has reviewed the quality of the advice provided
and whether it properly addressed the issues under
consideration and is satisfied that the advice received
during the year was objective and independent. FIT has
no personal connection to the Company or its Directors.
Total Remuneration
The Committee considers that the current remuneration
arrangements promote the long-term success of the
Company within an appropriate risk framework and are
suitably aligned to the Company’s objective of delivering
long term sustainable growth in total shareholder returns
given bonuses are discretionary.
Responsibilities of the Remuneration
Committee
The Remuneration Committee is responsible for:
•
determining the Company’s policy on Executive
Directors’ remuneration, including the design of bonus
schemes and targets, share schemes when appropriate,
together with payments under them;
•
determining the level of remuneration of the Chair and
each of the Executive Directors;
•
setting the remuneration for the first layer of
management below the Board level, including the
Company Secretary;
•
monitoring the remuneration of senior management
and making recommendations in that respect;
•
agreeing any compensation for loss of office of any
Executive Director; and
•
ensuring that the Company’s Remuneration Policy
remains fit for purpose and takes note of any new
regulatory requirements.
What Has The Committee Done During
The Year?
The Remuneration Committee had three formal meetings
and no ad hoc meetings during FY26. The Committee dealt
with the following items at those meetings:
•
Monitored implementation of the Fearless 1200 share
scheme.
•
Reviewed and considered comments from investors
regarding remuneration arrangements for senior
executives.
•
Approved updated terms of reference for the
Remuneration Committee.
•
Monitored pay and benefit arrangements for colleagues,
and the impact on retention and recruitment.
•
Review and discussion of colleague engagement
initiatives and changes to benefit arrangements for
colleagues.
During the year, the Committee considered its obligations
under the UK Corporate Governance Code and concluded
that:
•
the Directors’ Remuneration Policy supports the
Company’s strategy (including in the performance
measures chosen), and considers other external
remuneration guidance/benchmarked against other
FTSE companies and pay ratios and worked as intended
in FY26; and
•
taking into consideration Company performance during
FY26 and feedback from the Non-Executive Workforce
Director regarding pay and employment conditions of
colleagues, remuneration for our Directors remains
appropriate.
REMUNERATION REPORT
FRASERS GROUP PLC
93
Shareholder Voting
The following table sets out actual voting in respect of the resolution to approve the Directors’ Remuneration Report for the
period ended 27 April 2025 and the resolution to approve the amended Directors’ Remuneration Policy at the 2025 AGM.
Votes for
% for
Votes
against
% against
Total votes cast
Votes
withheld
Directors’ Remuneration Report for the period
ended 26 April 2025
412,319,860
99.69
1,269,094
0.31
413,588,954
5,304
Directors’ Remuneration Policy (2025 AGM)
390,609,938
94.44
22,980,764
5.56
413,590,702
3,556
Nicola Frampton
Nicola Frampton
Chair of the Remuneration Committee on
Behalf of the Board
15
th
July 2026
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
94
Chairman’s Introduction
I am pleased to present the report of the Audit Committee
for the period ended 26 April 2026 (“FY26”).
This report
explains the Committee’s responsibilities and how it has
discharged them during the course of the year.
Set out below is a summary of the activities undertaken by
the Committee over the course of the year which broadly
fall into four categories: (1) financial reporting; (2) external
audit; (3) internal control, risk management and internal
audit; and (4) corporate governance and other matters.
The Committee assists the Board through overseeing,
challenging and monitoring the Company’s frameworks
and disclosures, along with management’s judgements
in these areas.
FY26 has been a year of significant progress for the Group.
As detailed further in the Strategic Report, the Group
has grown group and retail gross margin %, maintained
discipline on overheads, disposed of the non-core Coventry
Arena business, whilst making significant international
acquisitions (XXL in the Nordics, Holdsport in South
Africa and the Webster in the USA), continuing to make
significant investments in its property portfolio, and
growing its financial services business.
All of these activities
involved the application of accounting estimates and
judgements by management, which were challenged by
the Audit Committee. Details of the Group’s key accounting
estimates and judgements can be found in note 2 to the
consolidated financial statements.
In response to the Audit Committee’s challenge, the
Internal Audit function has implemented best practice
recommendations in line with the FRC’s Corporate
Governance Code Guidance. This has strengthened
the Group’s governance and assurance framework and
supported readiness for the changes to Provision 29 for
FY27. The Company is well advanced on the introduction
of a new financial system which will further enhance its
control environment and support the continued growth of
the business. The Audit Committee was pleased to receive
reports from management of the current position and the
proposed timetables for these projects and improvements
to be made.
In conclusion, I would like to thank the management team
at Frasers Group and the members of the Audit Committee
for their valuable contributions which support the work of
the Audit Committee.
AUDIT COMMITTEE REPORT
Richard Bottomley
Richard Bottomley OBE FCA
Chairman of the Audit Committee
15
th
July 2026
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
95
Role of the Committee
The Committee’s roles and responsibilities are covered in its
Terms of Reference which are available on our corporate
website at www.frasers.group. These terms of reference
were most recently reviewed by the Board in November
2025.
The Committee focuses on ensuring the integrity of the
financial reporting, audit processes and the maintenance
of sound internal control and risk management systems
in order to safeguard shareholder interests. In particular, it
focuses on monitoring and/or reviewing:
•
The integrity of financial and narrative reporting.
•
The going concern and viability statements.
•
Frasers Group’s systems of risk management and
internal control.
•
The activities and effectiveness of the Internal Audit
function.
•
The effectiveness of whistleblowing arrangements.
•
The effectiveness of the external audit process and the
appropriateness of the relationship with the external
auditor.
Membership
During the year, the Audit Committee comprised three
Non-Executive Directors, Sir Jonathan Thompson (until his
appointment as Company Chair on 1 September 2025),
Nicola Frampton and myself as Chair. We welcomed Andy
Lyon as a Non-Executive Director to the Audit Committee
on 24 September 2025. Biographies of each committee
member are set out in the Directors’ profiles on pages 76
to 80 of this Annual Report.
As Chair of the Audit Committee and Senior Independent
Non-executive Director, I am satisfied that the Committee’s
membership includes directors with recent and relevant
financial experience and competence in accounting, risk
management and governance, and that the Committee
as a whole has competence relevant to the retail sector in
which the Group operates.
Meetings
The Committee held four scheduled meetings during the
year. The meeting attendance table is shown on page
74. In advance of each meeting, I met with the CFO and
the Company Secretary, and separately with the external
audit partner to discuss their reports as well as any relevant
issues. I also had regular meetings with the Head of Internal
Audit where the Group’s internal controls, governance
framework and the progress of the internal audit work
programme is reviewed. I routinely reported to the Board
on the Committee’s activities and matters of particular
relevance, following the Committee meetings.
The CFO and the Chair of the Board attended all of this
year’s meetings by invitation. Operational directors and
senior managers are invited to attend and present at
Committee meetings regularly in order to reinforce a strong
culture of risk management and to keep the Committee
up to date with events in the business. The Committee
meets without management present on a regular basis
and meets privately with the Head of Internal Audit and
the external auditor as necessary and at least annually.
Details of the directors’ skills, experience and qualifications
can be found in the biographies on pages 76 to 80. The
Committee’s wide range of financial and commercial skills
and experience serves to provide the necessary knowledge
and ability to work as an effective committee and to
robustly challenge the Board and senior management as
and when appropriate. The Committee as a whole has
continued to have competence relevant to the sector.
Following the recent additions to the Board, it is the
intention to appoint an additional non-executive director
to the Committee with relevant skills and experience. None
of the Committee’s members has a connection to RSM, the
external auditor.
Review of the Committee’s effectiveness
The Committee continued to improve its governance and
annual planning cycle in the year and will continue to build
on this in the period ended 25 April 2027 (“FY27”).
The
Committee Chair monitors and assesses the effectiveness
of the Committee regularly and invites input from the
external auditor on this.
Summary of key Committee activities during
the year
Financial reporting
•
Reviewed the annual report and interim financial
statements for consistency and tone.
•
Reviewed the going concern and viability statements.
•
Agreed the application of the key accounting
judgements and estimates and considered whether
the accounts are fair, balanced and understandable.
•
Reviewed the appropriateness and implementation of
the accounting policies.
•
Reviewed the appropriateness, application and
disclosure of Alternative Performance Measures (APM’s).
•
Reviewed material non-standard transactions.
•
Reported and made recommendations to the Board
on financial reporting matters.
•
Engaged with management in responding to Financial
Reporting Council’s (“FRC”) limited scope review
of the Group’s annual report and accounts for the
periods-ended 28 April 2024 and 27 April 2025.
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
96
Internal control, risk management and internal audit
•
Provided oversight of the risk management systems.
•
Reviewed the Group’s readiness and ongoing progress
towards compliance with the UK Corporate Governance
Code Provision 29 requirements for FY27.
•
Reviewed Frasers Group’s principal risks.
•
Considered risk reviews from business areas, as
documented within the quarterly Compliance and Risk
Group Meetings.
•
Approved the Internal Audit plan, including amendments
to the plan during the year.
•
Approved the Internal Audit Charter to define the
purpose, authority, responsibility and position within
the organisation.
•
Reviewed the results of Internal Audit’s work and
proposed remediation plans.
•
Met with Internal Audit without management.
•
Assessed the effectiveness of the Internal Audit function.
External audit
•
Considered the Audit Committees and External Audit
Minimum Standard.
•
Reviewed the audit approach, scope and planning. This
included specific consideration of additional scope as
a result of recent acquisitions.
•
Reviewed audit findings and challenged management
on its views and actions to address the findings.
•
Assessed
external
auditor
effectiveness
and
independence.
•
Approved the audit and non-audit fee policy and fees.
•
Received auditor views on management and controls.
•
Reported to the Board on the audit process, the
effectiveness of the external auditor, the results of the
external audit, and made a recommendation to the
Board on the reappointment of the external auditor.
Governance and other matters
•
Reviewed reports and presentations from senior
management in other significant business areas such
as IT, cyber risk and data loss prevention, property, ESG,
credit risk, legal and taxation.
•
Considered regular updates on ESG matters, including
TCFD requirements, climate-related risks and Code of
Practice.
•
Reviewed fraud risk and mitigation.
•
Reviewed the adequacy and security of whistleblowing
processes and received regular reports on matters
reported.
•
Assessed Frasers Group’s compliance with the UK
Corporate Governance Code.
Financial Reporting
The Committee reviews the financial statements of the
Group, assesses whether suitable accounting policies
have been adopted and whether management has
made appropriate estimates and judgements. In order
to assist with this review, the Committee requested that
management present detailed papers explaining and
substantiating the basis for the Group’s accounting policies,
APM’s and key areas of judgement and estimation. These
papers included a sensitivity analysis on key estimates so
that the potential impact of these could be viewed in the
context of the financial statements as a whole.
The Committee also recognises the importance of the
views of the external auditor and consequently made
enquiries to ensure that suitably robust challenges and
audit procedures had been performed on these judgements
during the course of the audit. There were no significant
differences in judgement between management and the
external auditor.
Having reviewed management’s papers and considered
the procedures and findings of the external auditor, the
Committee is satisfied that the judgements are reasonable,
and that suitable accounting policies have been adopted
and disclosed in the accounts.
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
97
Significant matters and judgements for the period ending 26 April 2026
The following areas of significance were all subject to review and challenge by the Committee and were discussed and
addressed with our external auditor throughout the external audit process.
Areas of focus
Details of Committee review
Reference
to financial
statements
Inventory
provisioning – IAS 2
Inventories
The Group carries significant amounts of inventory, against which there are provisions for expected losses to be incurred
in the sale of slow moving, obsolete and delisted products. At 26 April 2026, a provision of £150.9m was held against
a gross inventory value of £1,430.7m.
Management makes use of a data driven model and experience to derive the level of provision required and provides
appropriate sensitivity around the key assumptions applied to the model.
The Committee reviewed the output of management’s model and concurs that the level of provision is appropriate.
Page 166 /
Note 23
Accounting
for strategic
investments and
associates - IAS
28 Investments
in Associates and
Joint Ventures
The Group holds long-term financial assets with a carrying value of £516.0m and investments in associated undertakings
with a carrying value of £764.1m. These balances relate to the Group’s shareholdings in a number of companies of
strategic importance to the Group.
For each investment held, management assessed whether or not the Group held “significant influence” over the investee
during FY26 as required by IAS 28 Investments in Associates and Joint Ventures (“IAS 28”).
Where significant influence
is held, the Group should treat the investee as an associate; where significant influence is not held, the Group should
treat the investee as a long-term financial asset. Indicators of significant influence include (but are not limited to):
•
Representation on the board of directors of the investee
•
Ability to participate in decision making and strategic processes, including participating in decisions about
dividends or other distributions
•
Any material transactions between the group and the investment companies
•
Any exchange of managerial personnel
Where the Group holds a shareholding that is greater than 20% of the total voting rights, there is a rebuttable
presumption that significant existence exists.
Having considered the requirements above, the Committee concurs with management’s conclusion that the Group
does not have significant influence over Mulberry Group Plc, ASOS Plc, Boohoo Group Plc, AO World Plc, or Marks
Electrical Group plc, in spite of the Group holding shareholdings that exceed the 20% rebuttable threshold in IAS 28.
Hugo Boss AG (“Boss”)
Michael Murray was appointed to Boss’s supervisory board on 16 May 2025 and the Group’s shareholding increased
from approximately 19% of total voting rights to over 25% in June 2025. Management considered the impact of
these changes and concluded that the Group obtained significant influence from the point Michael Murray joined the
supervisory board on 16 May 2025.
As a result, the Group has accounted for Boss as an associate from this point onwards.
Management applied judgment in using publicly available data to derive its share of Boss’ results for a 12-month period
to 31 March 2026 (within three months of the Group’s year-end date) and in calculating implied goodwill of £220.7m
to be included the carrying value of the associate.
The Group recognised a profit on £46.3m in respect of its share of Boss’ profit in the consolidated income statement
in FY26.
The Committee concurs with management’s conclusions and approach in this regard.
Accent Group Limited (“Accent”)
The Group entered into a long-term partnership with Accent on 12 May 2025, increasing it’s shareholding to approximately
20% at that point.
Management considered these changes and concluded that the Group obtained significant
influence from 12 May 2025.
Management applied judgment in using publicly available data to derive its share of Accent’s results for a 12-month
period to 31 December 2025 and in calculating implied goodwill of £64.8m to be included in the carrying value of the
associate. It was impracticable to present results for a period that ended within three months of the Group’s year-end
as Accent is a listed business and such information would be market sensitive.
The Group recognised a profit on £3.4m in respect of its share of Accent’s profit in the consolidated income statement
in FY26.
The Committee concurred with management’s conclusions and approach in this regard.
Impairment of associates
Management assessed each investment in associate for indicators of impairment in line with the requirements of IAS 28.
Management considered whether there is objective evidence that the net investment in Accent Group Limited may
be impaired in light of the significant decline in the fair value of the investment vs. its carrying value at the period
end. Whilst management concluded that no impairment was necessary as there was no indication that the decline
in share price would have an impact on the future expected cashflows, they nevertheless assessed the value in use
of this investment and concluded that no impairment was necessary. The Committee agreed with management’s
conclusion in this regard.
Further details can be found in note 20.
The Committee agreed with management’s conclusion that there were no indicators of impairment in respect of the
carrying value of the Hugo Boss investment.
Management concluded that there were indicators of impairment for the Group’s investments in Kangol LLC, Hudson
Holdings and X Channel Marketing Limited, and based on the results of an impairment review, deemed it appropriate
to impair the full value of these investments in associates. As a result, an impairment charge of £34.7m was recorded
in the consolidated income statement. The Committee concurred with management’s conclusion in this regard.
Page 160 /
Note 19/20
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
98
Accounting
treatment for XXL
and Holdsport–
IFRS 3
Business
Combinations
The Group acquired the XXL and Holdsport businesses during FY26. A number of other smaller acquisitions were also
completed as detailed in note 33.
For XXL, goodwill with a GBP equivalent value of £139.1m, being the difference between the fair value of the assets
acquired and the consideration paid, was recognised.
For Holdsport, goodwill with a GBP equivalent value of £90.8m, being the difference between the fair value of the
assets acquired, plus intangible assets recognised on acquisition of £19.5m, and the consideration paid, were recognised.
The Committee reviewed the fair value of assets recognised on acquisition including stock and intangible assets.
The Committee are satisfied that the fair values assigned to the assets and liabilities were appropriate.
Page 179 /
Note 33
Impairments of
goodwill and
intangible assets –
IAS 36
Impairment
of Assets
•
The goodwill allocated to the XXL, Holdsport, Twinsport, the Webster cash generating units is tested for impairment
on an annual basis.
•
Management assessed the carrying value by reference to value in use calculations, which can only include the
benefits of committed restructuring activities. The Committee reviewed the key assumptions used in calculating
the value in use and agreed with management’s conclusion that the goodwill allocated to XXL, Twinsport and the
Webster cash generating units should be fully impaired, and that a partial impairment of the goodwill allocated to
the Holdsport cash generating unit was required, resulting in an impairment charge of £205.5m being recorded in
the consolidated income statement.
•
Management also concluded that the intangible assets allocated to the Everlast CGU (£8.5m) and Matches intellectual
property (£18.0m) should be fully impaired and the Committee agreed with this conclusion.
•
As a result of the above, total impairments of goodwill and intangible assets of £232.0m were recorded in the
consolidated income statement.
Page 157 /
Note 18
Going concern and
viability
The Committee reviewed management’s paper on going concern and viability and, its conclusion that the Group
remains a going concern.
In making this assessment the following were taken into consideration:
•
FY27 budget and forecast projections up to FY29 (comprising of monthly income statements, balance sheets
and cash flow statements)
•
Critical assumptions underlying the budget and forecasts
•
Sensitivity analysis for severe but plausible downside scenarios
•
Analysis for mitigating factors to be applied to downsides scenarios
•
Availability of borrowing facilities taking into account the recent refinancing and extension of the Group’s term
loan and revolving credit facilities (including review of covenants)
•
On-going litigation
•
Macro-economic and geopolitical factors including (but not limited to) the impact of tariffs and increasing
employment costs following on from recent UK Budgets.
•
The impact of the all-share cash offers for Hugo Boss AG (“Hugo Boss”) and Accent Group Limited (“Accent”),
which are currently in progress.
Page 123 /
Note 1
Impairment
Allowance on trade
receivables in FGFS
– IFRS 9
Financial
Instruments
The Group’s credit customer receivables are recognised on the balance sheet at amortised cost (i.e., net of provision for
expected credit loss). At 26 April 2026, trade receivables with a gross value of £228.4m were recorded in the consolidated
balance sheet, less a provision for impairment of £51.3m.
Based on detailed reports and thorough discussions with management and the external auditors, the Committee
reviewed the basis and levels of provisions under IFRS 9 including consideration of the impact of the decline of the
StudioPay credit product and the growth in the Frasers Plus product, and the development of a new statistical model
for calculating expected credit loss.
The Committee is satisfied that the judgements made, and the sensitivities disclosed in the Annual Report and Accounts
are reasonable and appropriate.
Page 166 /
Note 24
Impairment
of property
assets – the
appropriateness
of management’s
judgements
around impairment
indicators and the
assumptions used
in value in use
calculations – IFRS
16 Leases and IAS
36
Impairment of
Assets.
Management have prepared a model to assess both the right of use assets for leasehold stores and the associated
property, plant and equipment and the remaining onerous lease provision for further costs (in addition to rent) that
are committed to on those stores as well as for those leases that are outside the scope of IFRS 16. The Committee has
challenged and considered the judgements and estimates and are satisfied that they are reasonable.
The Committee has reviewed with management and the external auditors the IFRS 16 impairments, onerous lease
reversals, freehold impairments and freehold impairment reversals and concluded they were appropriate.
Page 154 /
Note 16
Valuation and
classification
of investment
property – IAS 40
Investment Property
The Committee have reviewed management’s paper on the classification and valuation of investment property and
have discussed this with the external auditors.
Management conducts internal valuations of its investment properties using appropriately qualified members of staff.
External valuations were obtained to validate the methodology undertaken by the Group’s property team and no material
differences were identified between the external fair values and the fair values calculated by the Group’s property team.
The Committee concurs with management’s assessment of the classification and valuation of investment properties,
which resulted in a £14.8m fair value gain being recorded in the consolidated income statement.
Page 155 /
Note 17
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
99
Going Concern and Viability Statement
The Committee reviewed the appropriateness of preparing
the accounts on a going concern basis and the viability
assessment of the business. To inform the assessment of
these, the Committee:
•
Received a paper from management which sets out
the Group’s financial position and performance, its
three-year cash projections and the Group’s available
borrowing facilities and covenants.
•
Reviewed the process behind the preparation of the
cash projections, assessing the completeness of the
inputs and the appropriateness of key assumptions
made by management.
•
Reviewed the stress tests and reverse stress tests
prepared by management.
•
Took into account recent updates they had received on
the Group’s principal and emerging risks.
•
Noted that the Group had generated significant cash
in the period, which had enabled it to fund acquisitions.
Furthermore, the Group continued to have access to
significant cash levers which it could utilise if required
to support the viability of the business.
•
Received an update from management setting out how
it was managing its cash and net debt.
•
Considered the impact of the all-share cash offers for
Hugo Boss AG (“Hugo Boss”) and Accent Group Limited
(“Accent”), which are currently in progress.
Further details of the scenario testing, including the cash
levers available to the business, are provided in the Viability
Statement on page 66.
Based on these procedures, the Committee approved
the disclosures in relation to both the going concern and
viability assessment and recommended to the Board the
preparation of the financial statements on a going concern
basis.
Fair Balanced and Understandable
In July 2026, the Committee reviewed the Annual Report
and Accounts. The Committee concluded that the
Annual Report and Accounts taken as a whole are fair,
balanced and understandable and provide the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy. It also
considered the TCFD (pages 37 to 44) and the potential
impact on forward-looking assumptions supporting
going concern and viability assessments. In reaching its
conclusion, the Committee considers the Annual Report
and Accounts in line with the following approach:
•
Management accounts and KPI’s are considered at
Board meetings to ensure that the business performance
is appropriately assessed, reported and understood.
•
The reporting is led by a small team of senior
management which coordinates the input into the
Annual Report. Senior management reviews the report
as a whole to ensure that the information presented is
accurate and the narrative is consistent with the facts.
•
The Committee reviews the Annual Report during
the drafting process and receives regular updates on
progress. By facilitating input at an early stage there is
adequate time for review and amendments.
•
The Internal Audit function undertakes a thorough
review process, verifying information within the Report.
•
The Committee receives a report from management
on the steps it has taken to ensure that the Report is
fair, balanced and understandable. The Committee
discusses this with management and challenges any
significant judgements or estimates made, as well as
the use of any APM’s.
•
The Committee considers the views of the external
auditor and recommends the Annual Report and
Accounts to the Board for approval.
FRC limited scope review
During FY25, the FRC conducted a limited scope review of
the Group’s annual report and accounts for the year-ended
28 April 2024. The review was focused on the Group’s
accounting treatment of, and disclosures around strategic
investments and led to the Group making a number of
enhancements to its disclosures regarding its strategy
with regards to strategic investments, including the use
of call and put options, and the risks associated with such
derivative financial instruments. The FRC subsequently
reviewed the Group’s FY25 annual report and requested
that the Group consider further enhancing its sensitivity
analysis in this regard (note 25), which the Committee
considered and actioned as appropriate in FY26.
Risk Management and Internal Audit
Risk management
While the Board retains ultimate responsibility for
risk management, the Committee reviews the overall
effectiveness of risk management within the business on
a regular basis and at least annually. At each meeting
during the year the Committee received presentations
from management detailing risks and risk management in
several areas of the business. More information about the
Committee’s risk oversight during the year can be found
below.
Further details regarding Frasers Group’s risk framework
and approach to risk management, together with details
of the principal risks and risk assessment can be found on
pages 51 to 65.
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
100
The Committee’s risk management and internal control
activities during the year
Provision 29 – Internal Controls Framework
•
Committee has continued to oversee management’s
programme to enhance the Group’s internal controls
framework in preparation for the updated requirements
of Provision 29 of the UK Corporate Governance Code.
•
Management has made further progress in identifying
and documenting the Group’s material controls
including the development of a structured approach to
assessing both the design and operating effectiveness
of key controls, supported by the establishment of a
consistent methodology and evidential standards
across the Group.
•
The Committee has received regular updates on
progress against this programme, including the
outcomes of initial control design assessments, the
planned approach to operating effectiveness testing,
and the development of a centralised repository of
supporting evidence.
•
Internal Audit has also been engaged to provide
independent oversight and challenge over the
framework, including validation of methodology and
selective testing to support management’s assessment.
•
Based on the progress made to date, the Committee
is satisfied that the Group is on track to meet the
enhanced requirements of Provision 29 and to support a
robust, evidence-based declaration of the effectiveness
of the Group’s material controls in the FY27 Annual
Report and Accounts.
IT systems, cyber security and data privacy
•
The Committee commissioned an independent
assessment of the Group’s cyber security maturity,
benchmarked against the National Institute of
Standards and Technology (NIST) Cybersecurity
Framework, to provide assurance over the effectiveness
of the Group’s cyber risk management capabilities and
identify opportunities for further enhancement.
Consumer credit
•
The Committee receives regular Internal Audit Reports
from our outsourced partner BDO LLP on the financial
services business, with oversight at Group level. .
Other risk activities
The Committee also:
•
Reviewed the key current and emerging risks (including
ESG risks) together with associated controls and
mitigating factors.
•
Considered management’s assessment of inherent
and residual risks, and challenged assumptions and
methodology to ensure these are appropriate and
robust.
•
Reported to the Board on its evaluation of the
effectiveness of the Group’s systems of internal control
and risk management, informed by the reports from
Internal Audit and RSM.
•
Received regular updates on fraud prevention
and detection activity and reviewed the oversight
and governance framework in place including the
mandatory Failure to Prevent Fraud training for relevant
colleagues to support compliance with the Economic
Crime & Corporate Transparency Act 2023.
•
Received updates on material legal matters.
•
Received regular updates from the operations team
on key projects, such as the implementation of the new
accounting system.
Based on the above, the Audit Committee concluded
that the internal controls system and risk management
processes in place were effective.
Internal Audit
The Internal Audit function is an integral feature of the
Group’s control framework. The work undertaken by
the team provides invaluable insight into the practices,
processes, systems and controls of the business. As such
the internal audit plan is approved by the Committee
annually, and the Head of Internal Audit provides a
detailed update to the Committee at each meeting. This
update provides insight into the results of audits. Including
proposed improvement plans where relevant.
The Committee has oversight of the Internal Audit function’s
resource, experience and expertise. The Committee as a
whole and the Committee Chair each meet with the Head
of Internal Audit without management present on a regular
basis to allow for an open discussion. The Committee is
satisfied that the Internal Audit function continued to
perform effectively during the year.
External Audit
The Committee is responsible for recommending to the
Board the appointment, re-appointment, remuneration
and removal of the external auditor. A resolution to
propose the re-appointment of RSM was approved by the
shareholders at the 2025 AGM. When considering whether
to recommend the re-appointment of the external auditor
the Committee considers a range of factors, including
the effectiveness of the external audit, the period since
the last audit tender was conducted, and the ongoing
independence of the external auditor.
Independence and objectivity
RSM conducted its first audit of the Frasers Group’s financial
statements in 2020 following a competitive tender process.
Alastair Nuttall was appointed as the Lead Audit Partner
for the 2023/24 audit and has now completed his third year
of the maximum term of five annual audit cycles.
The Committee will conduct an audit services tender at
least every ten years to ensure that the independence of
the external auditor is safeguarded. It is currently expected
that the next tender process will take place in late 2027 for
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
101
audit services to begin in the year 2029 (this timeframe
aligns to the mandatory rotation of Alastair Nuttall, as
above). When considering the appropriate time to conduct
the audit tender, the Committee takes into account the
benefit of an incumbent firm with deep knowledge of the
Group’s operations enabling an efficient and high-quality
audit, the independence and objectivity of the appointed
auditor and audit partner and the results of the assessment
of audit effectiveness. The Committee currently believes
that it is in the best interests of the shareholders of Frasers
Group to conduct a tender process in late 2027.
RSM has reported to the Committee that, in its professional
judgement, it is independent within the meaning of the
regulatory and professional requirements, and the
objectivity of the audit engagement partner and audit
staff is not impaired.
The Audit Committee has assessed the independence
of the auditor by considering, amongst other things, the
length of tenure of the audit firm and the audit partner,
the value of non-audit fees provided by the external
auditor, the relationship with the auditor as a whole, and
management responses to the independence questions
in the questionnaire conducted at the end of the audit
process. It also considers the auditor’s own assessment
of its independence. The Committee is satisfied that RSM
meets the required standard of independence to safeguard
the objectivity and integrity of the audit.
The Committee confirms its compliance with the provisions
of The Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee Responsibilities)
Order 2014 for financial year ending 26 April 2026.
Non-audit work carried out by the external auditor
In accordance with the FRC’s Ethical Standard and in order
to maintain the continued independence and objectivity
of the Group’s external auditor, Frasers Group has a policy
governing the provision of non-audit services by the
external auditor.
•
The Committee’s approval is required in advance of
any non-audit services to be provided by the external
auditor.
•
In any one year the aggregate non-audit fees will not
exceed 25% of the annual audit fee.
•
Over a rolling three-year period, non-audit fees are
limited to 25% of the average audit fee paid in the
previous three years.
•
Only permitted non-audit services may be provided by
the external auditor.
The policy was reviewed in July 2025 and deemed to
remain appropriate. The Committee reviews RSM’s audit
and non-audit fees at least once a year.
In the current year, the non-audit fees did not exceed the
limit set out in the policy. During the year, RSM’s audit fee
amounted to £4.0m (FY25: £3.1m). The increase is largely
due to acquisitions and RSM taking on the audit of Frasers
Group Financial Services in FY26.
Effectiveness
It is the Committee’s responsibility to assess the effectiveness
of the external audit. The Committee kept the effectiveness
of the external audit under continuous review throughout
the year. It did this through:
•
Reviewing audit plans in the early planning stages and
discussing audit planning, audit quality, fees, accounting
policies, audit findings and internal control with RSM.
•
Reviewing the findings from the FRC’s annual audit
inspection, particularly in relation to the audit of retail
companies.
•
Reviewing RSM’s report on its own internal quality
procedures.
•
Considering the manner in which the audit was conducted
and the audit areas in which most time was spent.
•
Reviewing the results of a report from management on
their experience with the external auditor in respect of
areas such as audit strategy, professional scepticism,
technical strength, communication and planning.
•
Considering the areas in which RSM had challenged
management’s assumptions in key areas of judgement
and the number and nature of the accounting and control
observations raised by the auditor.
The Committee Chair had a regular dialogue with the
external auditors and management to ensure that he was
fully aware of:
•
The issues that arose during the audit and their resolution.
•
The level of errors identified during the audit.
•
The interaction between management and the external
auditor.
•
The views of the external auditor’s technical specialists
and Frasers Group’s subject area experts.
The external auditor attended all of this year’s Audit
Committee meetings.
Based on these reviews, the Committee concluded that RSM
had applied appropriately robust challenge and professional
scepticism throughout the audit, that it possessed the skills
and experience required to fulfil its duties effectively and
efficiently and that the audit was effective.
Having reviewed the auditor’s independence and objectivity,
the audit quality and the auditor’s performance, the
Committee was satisfied with RSM’s independence and
objectivity and recommended its reappointment for the
period ending 25 April 2027. A resolution to re-appoint
RSM and give authority to the Committee to determine
its remuneration will be submitted to the shareholders at
the 2026 AGM.
AUDIT COMMITTEE REPORT
FRASERS GROUP PLC
102
Other Matters
ESG
ESG is a standard item on the Audit Committee’s agenda
and during the year the Committee:
•
Received the proposed TCFD disclosures.
•
Received updates on new regulatory developments as
well as significant environmental initiatives within the
business.
•
Received presentations from the ESG team which works
with Frasers Group’s suppliers worldwide to uphold and
improve labour standards in our supply chain.
•
Received updates from the ESG team on product
legislation and sustainability.
Whistleblowing
The Company’s whistleblowing procedures have recently
been reviewed to ensure that employees, suppliers and
other third parties are able to raise concerns about possible
improprieties on a confidential basis. Concerns will be able
to be raised via telephone or online directly to Frasers
Group or to an independently provided third party service.
The policy also provides for concerns to be reported directly
to the Committee Chair.
In the current year, the Committee will receive updates at
every meeting of reported issues, investigation details and
follow up actions.
Richard Bottomley
Richard Bottomley OBE FCA
Chairman of the Audit Committee
15
th
July 2026
DIRECTORS’ REPORT
FRASERS GROUP PLC
103
DIRECTORS’ REPORT
The Directors of Frasers Group Plc present their Annual
Report and Accounts for the period ended 26 April 2026.
The Group’s Corporate Governance Statement is set out
on page 69 and forms part of the Directors’ Report.
Principal Activities and Business Review
The Chief Executive’s Report and Business Review on
page 20 provides a detailed review of the Group’s current
activities and potential future developments, together with
matters likely to affect future development, performance
and conditions. Principal risks and uncertainties likely to
affect the Group are set out on page 51. The financial
position of the Group, its cash flow, liquidity position and
borrowing facilities are described in the Financial Review
on page 27. The Strategic Report on pages 8 to 67 covers
environmental matters, including the impact of the Group’s
businesses on the environment, the Group’s workforce, and
on community engagement.
The principal activities of the Group during the period were:
•
retailing of sports and leisure clothing, footwear and
equipment, premium and luxury apparel;
•
retailing through department stores, shops and online;
•
operation of gyms;
•
offering UK customers flexible repayment solutions;
•
property investment and management activities;
•
wholesale distribution and sale of sports and leisure
clothing, footwear and equipment, premium and luxury
apparel;
•
production of apparel under Group-owned or licensed
brands; and
•
licensing of Group Brands.
Further information on the Group’s principal activities is set
out at the front of this report and in the Chief Executive’s
Report and Business Review on page 20.
Results for the Period and Dividends
Revenue for the 52 weeks ended 26 April 2026 was £5,325.9m
and profit before tax was £527.8m compared with £4,900.9m
and £379.9m in the prior period. The trading results for the
period and the Group’s financial position as at the end of
the period are shown in the attached financial statements
and discussed further in the Chief Executive’s Report and
Business Review and in the Financial Review on pages 20
and 27 respectively.
The Board has decided not to propose a dividend in relation
to FY26 (FY25: £nil). The Board remains of the opinion that it
is in the best interests of the Group and its shareholders to
preserve financial flexibility, facilitating future investments
and other growth opportunities. This position is kept under
review.
Share Capital and Control
As at 15 July 2026 and the period end, there were
640,602,369 ordinary shares of 10p in issue and fully paid,
of which 192,539,871 were held in treasury at 26 April 2026
and 192,940,874 were held in treasury at 15 July 2026.
Further information regarding the Group’s issued share
capital can be found in note 30. Details of our share
schemes are also set out in note 30.
There are no specific restrictions on the transfer of shares,
which are governed both by the general provisions of the
Articles of Association and prevailing legislation.
The Directors are not aware of any agreements between
holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights
Authority to Issue Shares
The Directors were authorised to allot shares in the capital
of the Group up to an aggregate nominal amount of
£15,010,534 (being approx. one third of the then issued share
capital) for the period expiring at the end of the 2026 AGM.
In line with guidance from the Investment Association (the
“IA”), the Company was also granted authority to issue a
further third of the issued share capital to a total nominal
amount of £30,021,068, in connection with a rights issue.
An authority to allot shares up to a maximum nominal value
of £4,503,160 (being approx. 10% of the then issued share
capital) as if statutory pre-emption rights did not apply, was
also approved. In addition, the Directors were granted a
further authority to allot up to a maximum nominal value
of £4,503,160 (being approx. 10% of the then issued capital)
as if statutory pre-emption rights did not apply when such
allotment was for the purposes of financing (or refinancing,
if the power is used within six months of the original
transaction) a transaction which the Board determined
to be an acquisition or other capital investment of a kind
contemplated by the Pre-emption Group’s Statement of
Principles on disapplying pre-emption rights. In both cases,
the Board was granted an additional authority to issue
shares to a maximum nominal value of £900,632 (being
approx. 2% of the then issued capital) for the purposes of
a follow-on offer which the Board determines to be of the
kind contemplated by the Pre-emption Group’s Statement
of Principles on disapplying pre-emption rights. The Group
was authorised to make market purchase of ordinary
shares of 10p each in the Company of up to a maximum
aggregate number of 67,502,373, representing 14.99% of
DIRECTORS’ REPORT
FRASERS GROUP PLC
104
the Company’s issued ordinary share capital at the 2025
AGM. The above authority expires at the close of the next
AGM of the Company.
The Group was authorised to make off- market purchases
from MASH Holdings Limited and MASH Beta Ltd of ordinary
shares of 10p each in the Company of up to a maximum
aggregate number of 67,502,373, representing 14.99% of
the Company’s issued ordinary share capital at the 2025
AGM. The above authority expires at the close of the next
AGM of the Company.
Whilst authorities expire at the close of the next AGM
of the Company, a contract to allot shares under these
authorities may be made prior to the expiry of the authority
and concluded in whole or part after the AGM, and at that
meeting other authorities will be sought from shareholders.
Share Buybacks
During the period to 26 April 2026, the Company purchased
2,253,537 (FY25: nil) ordinary shares under the Share buyback
authorities granted at the 2025 AGM. No Treasury shares
have been disposed of by the Company during the period
to 26 April 2026 (FY25: nil).
Shareholders
No shareholder enjoys any special control rights, and, except
as set out below, there are no restrictions in the transfer of
shares or of voting rights.
As a controlling shareholder Mike Ashley has entered into
a written and legally binding Relationship Agreement
with the Company. Under the terms of the Agreement,
Mike Ashley undertook that, for so long as he is entitled
to exercise, or to control the exercise of, 15% or more of
the rights to vote at general meetings of the Company,
he will: conduct all transactions and relationships with
any member of the Group on arm’s length terms and on
a normal commercial basis; exercise his voting rights or
other rights in support of the Company being managed in
accordance with the principles of good governance set out
in the UK Corporate Governance Code and not exercise
any of his voting or other rights and powers to procure any
amendment to the Articles of Association of the Company;
and other than through his interest in the Company, not
have any interest in any business which sells sports apparel
and equipment, subject to certain rights, after notification
to the Company, to acquire any such interest of less than
20% of the business concerned, and certain other limited
exceptions, without receiving the prior approval of the
Non-Executive Directors; and not solicit for employment
or employ any senior employee of the Company.
The Company has complied with this Agreement’s
independence provisions during the period and, as far as
the Company is aware, the controlling shareholder and his
associates have also complied with them.
As at 26 April 2026, the Company had been advised that
the following parties had an interest in 3% or more of the
issued share capital of the Company pursuant to Rule 5
of the Disclosure Guidance and Transparency Rules (‘DTR’).
Number of
shares held
Percentage
of issued
Ordinary
share capital
with voting
rights held
Nature of
holding
Mike Ashley
(1)
330,069,000
73.0%
Indirect
Phoenix Asset
Management
Partners Limited
(2)
23,202,417
5.2%
Direct
Odey Asset
Management
LLP
(3)
14,366,192
3.0%
Direct
(1)
Mike Ashley held the shares through two companies, namely MASH Beta Limited and
MASH Holdings Limited, which held 303,507,460 ordinary shares (67.1% of the issued
ordinary share capital of the Company) and 26,561,540 ordinary shares (5.9% of the
issued ordinary share capital of the Company) respectively. These figures are as at 26
March 2024, being the last date on which the Company was notified of a change in the
percentage of shares.
(2)
These figures are as at 2 December 2024, being the last date on which the Company
was notified of a change in the percentage of shares.
(3)
These figures are as at 21 December 2022, being the last date on which the Company
was notified of a change in the percentage of shares.
There have been no other notification of changes in the
interest held by the above parties.
ADR Programmes
We are aware of unsponsored American Depository
Receipt (ADR) programmes established from time to
time in respect of our shares. We have not sponsored or
authorised their creation and any questions should be
directed to the relevant depository.
Frasers Group has not and does not intend to offer or sell
its ordinary shares or other securities (in the form of ADR
or otherwise) to the general public in the United States nor
has it listed or intend to list its Ordinary Shares or other
securities on any national securities exchange in the United
States or to encourage the trading of its Ordinary Shares
on any over-the-counter market located in the United
States. The Group does not make arrangements to permit
the voting of ordinary shares held in the form of ADRs and
its publication of periodic financial and other information is
not intended to facilitate the operation of any unsponsored
ADR programme under Rule 12g 3-2(b) of U.S. Securities
Exchange Act of 1934, as amended or otherwise.
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a general meeting of
shareholders. The articles were last amended at the 2021
AGM. Subject to applicable laws and the Company’s
Articles of Association, the Directors may exercise all
powers of the Company.
Takeovers
The Directors do not believe that there are any significant
contracts that may change in the event of a successful
takeover of the Company.
DIRECTORS’ REPORT
FRASERS GROUP PLC
105
Share Schemes
Details of the Executive share scheme are set out in the
Directors’ Remuneration Report on page 84. The Fearless
1200 share scheme remains in place and is due to vest in
October 2030, should the parameters of that scheme be
met.
Colleague Involvement
The Group currently has over 33,000 colleagues in its stores,
offices and warehouses.
Communicating clearly with our teams continues to be a
priority. Viva Engage, an internal social media style platform
that allows us to create specific “communities” and tailor
our communication to these groups in a more relevant way,
has continued to enable a valuable two-way interaction
for colleagues across the Group.
The Company’s Workers’ Representative, Cally Price, attends
all Board meetings in her capacity as Non-executive
Workforce Director and provides feedback from employees
to the Board.
During FY26, use of the “Ask Cally” app resulted
in over 559 (FY25: 700) separate questions being raised. This
app is a simple and clear way for any colleague to submit
a question or raise an issue directly with Cally and receive
a personal response.
The interactive CEO sessions, which were introduced in
2023, have proved very popular allowing Michael Murray
to share his insights and experiences with employees and
allowing them to share their career goals and future ideas
for the business with Michael.
The Elevation Board, a new forum that brings ambitious
colleagues together with members of the Executive team,
supports the development of high potential talent across
the Group.
Our monthly nominations for ‘Frasers Champions’ provide
colleagues with the opportunity to individually recognise and
reward the hard work of their fellow colleagues.
FY26 saw
a total of 120 (FY25: 109) winners of the monthly champion
awards, each winning an additional month’s salary.
More information on relationships with our people and the
principal decisions taken by the Group during the period
having regard to colleague involvement can be found in
the Strategic Report on pages 45 and 47 of the Our People
section.
Diversity and Equal Opportunities
The Group’s recruitment policy is to match the capabilities
and talents of each applicant to the appropriate job.
Factors such as gender, race, religion or belief, sexual
orientation, age, disability or ethnic origin are ignored, and
decisions are made with regard to candidates irrespective
of these factors. Discrimination in any form is not tolerated
within the Group.
Applications for employment by persons with any disability
are given full and fair consideration for all vacancies and
are assessed in accordance with their particular skills and
abilities.
The Group endeavours to meet its responsibilities towards
the training and employment of disabled people, and to
ensure that training, career development and promotion
opportunities are available to all.
The Group makes every effort to provide continuity of
employment when our people become disabled. Attempts
are made in every circumstance to provide employment,
whether this involves adapting the current job role and
remaining in the same job or moving to a more appropriate
role. Job retraining and job adaptation are just two
examples of how the Group works in the interests of its
workforce to promote equal opportunities, in order that an
individual’s employment within the Group may continue.
The Group values the knowledge and expertise that our
people have gained throughout their time with us and
therefore does not wish to lose valued colleagues.
Further information on our approach to diversity can be
found in the Strategic Report on pages 46 to 47.
Business Relationships
Details of our relationships with business partners are
detailed in our S.172 statement, within the Strategic
Report.
Research and Development
External brands are purchased from third-party suppliers,
and we work with them to agree on the specific pieces
which we sell in-store.
Charitable And Political Donations
During the year, the Group made charitable donations of
£22.5k (2025: £15.0k) in the UK. No political donations were
made (2025: £nil). Further information on our charitable
donations and community initiatives can be found in our
ESG report.
Directors
Details of current Directors, dates of appointment, their
roles, responsibilities, and significant external commitments
are set out on pages 76 to 80.
There were a number of changes to the Board in 2025.
Having stepped down as Non-executive Chair of the Board
on 1 September 2025, David Daly retired from the Board at
the AGM on 24 September 2025, along with Non-executive
Directors Ger Wright and Helen Wright. Sir Jonathan
Thompson was appointed as Non-executive Chair of the
Board on 1 September 2025.
On 24 September 2025 Jacky Wright LVO and Andy Lyon
were appointed as Non-executive Directors to the Board.
Jacky brings over three decades of experience leading
digital transformation across the private and public sectors.
DIRECTORS’ REPORT
FRASERS GROUP PLC
106
Andy brings a wealth of audit experience, having led audits
of large global retailers, both listed and privately owned,
including fashion brands and department stores. The
Group is benefiting from their experience in driving the
Elevation strategy.
The Group complies with the UK Corporate Governance
Code and at each AGM all of the Directors will retire and
stand for appointment or reappointment as appropriate.
Information on service contracts and details of the interests
of the Directors and their persons closely associated in
the share capital of the Company at 26 April 2026, and
at the date of this Report, are shown in the Directors’
Remuneration Report on pages 84 to 93.
Copies of the service contracts of Executive Directors and
of the appointment letters of the Chair and Non-Executive
Directors are available for inspection at the Company’s
registered office during normal business hours and at the
AGM.
No Director has a directorship in common or other
significant links with any other Director.
Director appointments are governed by the Companies
Act 2006, the UK Corporate Governance Code and the
Company’s Articles of Association.
The Directors confirm that:
•
so far as each Director is aware, there is no relevant
audit information of which the Company’s auditor is
unaware; and
•
the Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant
audit information and to establish that the auditor is
aware of that information.
Directors’ Conflicts of Interest
The Board has formal procedures to deal with Directors’
conflicts of interest. The appointment letters of
Non-Executive Directors state that they agree to consult
with the Chair prior to accepting any directorships
in publicly quoted companies or any major external
appointments. Also, if any Non-Executive Director becomes
aware of any potential conflict of interest, the Chair and
Company Secretary must be notified as soon as possible.
The independence of Non-Executive Directors is reviewed
by the Board annually. All Directors complete an annual
questionnaire to record any potential conflicts of interest.
No conflicts were disclosed for the FY26 questionnaire.
Michael Murray is a member of the Supervisory Board of
Hugo Boss AG. The Board has reviewed and are satisfied
with the governance arrangements that have been put in
place to ensure that he continues to act without conflicts
of interest.
The Company has entered into a Relationship Agreement
with Mike Ashley, whose wholly-owned companies, MASH
Holdings Limited and MASH Beta Limited, hold approx.
5.90% and 67.10% respectively of the issued share capital
of the Company (excluding treasury shares) as at 26 April
2026. This agreement is described in the Directors’ Report
on page 104.
Directors’ Indemnities
The Group has qualifying third-party indemnity provisions
within the meaning given to the term by s234 and s235 of
the Companies Act 2006 for the Directors. This is in respect
of any potential exposure of liability in their capacity as
a Director of the Company and of any company within
the Group. Such indemnities were in force throughout the
financial period and will remain in force as at the date of
this report.
Sports Direct Employee Benefit Trust
We note that the Trustees of the Sports Direct Employee
Benefit Trust have waived their right to receive dividends
on the ordinary shares comprised in the trust fund. No
dividends were paid by the Company for the period ended
26 April 2026 nor for the period ended 27 April 2025.
Disclosures Required Under UK Listing Rule
6.6.4
The information required by Listing Rule 6.6.4 is set out in
the table below:
Applicable sub-paragraph within
LR 6.6.4
Disclosure provided
(1) Interest capitalised by the Group
N/A
(2) Publication of unaudited financial
information
N/A
(3) Details of long-term incentive
schemes only involving a Director
N/A
(4) Waiver of emoluments by a
Director
Page 85
(5) Waiver of future emoluments by a
Director
Page 85
(6) Non pro-rata allotments for cash
(issuer)
N/A
(7) Non pro-rata allotments for cash
(major subsidiaries)
N/A
(8) Parent participation in a placing
by a listed subsidiary
N/A
(9) Contracts of significance
N/A
(10) Provision of services by a
controlling shareholder
Page 182
(11) Shareholder waivers of dividends
Page 106
(12) Shareholder waivers of future
dividends
N/A
(13) Company continues to comply
with requirement of LR 6.2.3R
Page 30
Annual General Meeting
Details on the date, time and format of the AGM will
follow shortly after the finalisation of this Annual Report
and Accounts. Information will be easily accessible on the
Group’s website.
DIRECTORS’ REPORT
FRASERS GROUP PLC
107
Going Concern
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Chief Executive’s Report and
Business Review.
The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described
in the Financial Review. In addition, the financial
statements include the Group’s objectives, policies
and processes for managing its capital, its financial
risk management objectives, details of its financial
instruments and hedging activities, and its exposures
to credit risk and liquidity risk.
The Group is profitable, highly cash generative and has
considerable financial resources. The Group is able to
operate within its banking facilities and covenants,
which run until July 2029 and is well placed to take
advantage of strategic opportunities as they arise. As
a consequence, the Directors believe that the Group is
well placed to manage its business risks successfully
despite the continued uncertain economic outlook.
Management has assessed the level of trading and
has forecast and projected a conservative base
case and also a number of even more conservative
scenarios, including taking into account the Group’s
open positions in relation to Hugo Boss options. These
forecasts and projections show that the Group will be
able to operate within the level of the current facility
and its covenant requirements (being interest cover and
net debt to EBITDA ratios). Management also has a
number of mitigating actions which could be taken if
required such as putting on hold discretionary spend,
liquidating certain assets on the balance sheet, or
reducing inventory cover. See the Viability Statement
for further details.
Management has also considered the impact of the
all-share cash offers for Hugo Boss AG (“Hugo Boss”) and
Accent Group Limited (“Accent”), which are currently in
progress. Management do not consider that these bids
adversely impact upon the Group’s ability to operate
as a going concern, noting that for the Hugo Boss bid,
the Group has an available credit line provided by a
group of banks and the Accent bid can be funded
from existing credit facilities.
Should the Group obtain
control of Hugo Boss the Group could seek to refinance
the combined group’s facilities in the capital markets if
considered necessary.
Having thoroughly reviewed the performance of the
Group and Parent Company and having made suitable
enquiries, the Directors are confident that the Group and
Parent Company have adequate resources to remain in
operational existence for the foreseeable future, which
is at least 12 months from the date of these financial
statements. Trading would need to fall significantly
below levels observed historically to require mitigating
actions or a relaxation of covenants. On this basis, the
Directors continue to adopt the going concern basis
for the preparation of the Annual Report and financial
statement which is a period of at least 12 months from
the date of approval of these financial statements.
Accountability and Audit
A statement by the External Auditor can be found on
pages 109 to 117 detailing its reporting responsibilities. The
Directors fulfil their responsibilities, and these are set out
in the Directors’ Responsibilities Statement on page 108.
Auditor
RSM UK Audit LLP will be proposed for reappointment at
the AGM. In accordance with s.489(4) of the Companies
Act 2006, resolutions to determine remuneration are to be
agreed at the AGM.
Post Balance Sheet Events
See note 37 to the Financial Statements.
Future Developments
Future developments are discussed throughout the
Strategic Report.
Financial Risk Management
Financial risk management is discussed in note 3 of the
financial statements.
Carbon and Energy Reporting
Carbon and Energy reporting is discussed in the ESG report
on pages 34 to 48.
By Order of the Board
Emma Reid
Emma Reid
Company Secretary
15
th
July 2026
DIRECTORS’ RESPONSIBILITY STATEMENT
FRASERS GROUP PLC
108
The Directors are responsible for preparing the Strategic
Report, the Directors’ Report, the Directors’ Remuneration
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Group and
Company financial statements for each financial year. The
Directors have elected under company law, and are required
under the Listing Rules of the Financial Conduct Authority,
to prepare Group financial statements in accordance with
UK-adopted International Accounting Standards.
The
Directors have elected under company law to prepare the
Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law).
The Group financial statements are required by law and
UK-adopted International Accounting Standards to present
fairly the financial position and performance of the Group;
the Companies Act 2006 provides in relation to such
financial statements that references in the relevant part
of that Act to financial statements giving a true and fair
view are references to their achieving a fair presentation.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group
and the Company and of the profit or loss of the Group
for that period.
In preparing each of the Group and Company financial
statements, the Directors are required to:
a.
select suitable accounting policies and then apply
them consistently;
b.
make judgements and accounting estimates that are
reasonable and prudent;
c.
for the Group financial statements, state whether they
have been prepared in accordance with UK-adopted
International Accounting Standards;
d.
for the Company financial statements, state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and
explained in the Company financial statements;
e.
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and the Company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the Group and the Company and enable them to
ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Group and the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
Directors’ Statement Pursuant to the
Disclosure and Transparency Rules
Each of the Directors, whose names and functions are
listed on pages 76 to 80 confirm that, to the best of each
person’s knowledge:
a.
the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit of the Company and the undertakings
included in the consolidation taken as a whole; and
b.
the Strategic Report contained in the Annual
Report includes a fair review of the development
and performance of the business and the position
of the Company and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website.
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
DIRECTORS’ RESPONSIBILITY
STATEMENT
Chris Wootton
Chris Wootton
Chief Financial Officer
15
th
July 2026
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
109
Opinion
We have audited the financial statements of Frasers
‘Group’) for the period ended 26 April 2026 which comprise
the Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated
Balance Sheet, the Consolidated Cashflow Statement, the
Consolidated Statement of Changes in Equity, the Company
Balance Sheet, the Company Statement of Changes in
Equity and notes to the financial statements, including
significant accounting policies. The financial reporting
framework that has been applied in the preparation of
the Group financial statements is applicable law and
UK-adopted International Accounting Standards. The
financial reporting framework that has been applied in the
preparation of the Parent Company financial statements is
applicable law and United Kingdom Accounting Standards
including Financial Reporting Standard 102 “The Financial
Reporting Standard applicable in the UK and Republic of
Ireland” (United Kingdom Generally Accepted Accounting
Practice).
In our opinion:
•
the financial statements give a true and fair view of
the state of the Group’s and of the Parent Company’s
affairs as at 26 April 2026 and of the Group’s profit for
the period then ended;
•
the Group financial statements have been properly
prepared in accordance with UK-adopted International
Accounting Standards;
•
the Parent Company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
•
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
•
Basis for Opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of
the Group and Parent Company in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Summary of Our Audit Approach
Key audit
matters
Group
•
Inventory provisions
•
Impairment of property related
assets held as Property, Plant and
Equipment (PPE)
Parent Company
No key audit matters were identified for
the Parent Company.
Materiality
Group
• Overall materiality: £27.0m (2025:
£20.9m)
•
Performance materiality: £17.5m (2025:
£13.6m)
Parent Company
• Overall materiality: £24.4m (2025:
£28.5m)
•
Performance materiality: £15.8m (2025:
£18.5m)
Scope
Our audit procedures covered 88% of
revenue, 89% of total assets and 81% of
adjusted profit before tax.
INDEPENDENT
AUDITOR’S
REPORT
TO THE MEMBERS OF
FRASERS GROUP PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
109
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
110
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Group financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit and directing the efforts of the engagement team. These matters were addressed
in the context of our audit of the Group financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Valuation of inventory
Key audit
matter
description
At 26 April 2026, the Consolidated Balance Sheet included inventory of £1,279.8m (2025: £1,128.3m). This amount is net of an inventory
provision totalling £150.9m (2025: £146.8m).
A provision is recognised against the carrying value of inventory to ensure that it is held at the lower of cost and net realisable value, in
line with IAS 2. As described in note 2 to the financial statements, management used an inventory provisioning model which applied
historical experience and forward-looking assumptions to calculate a provision by category of inventory. Key assumptions related to pricing,
discounting strategies and management’s assessment of risk.
We have identified the calculation of the inventory provision as a key audit matter due to the significant estimation involved in determining
the net realisable value of the inventory using the inventory provision model. This includes consideration of the expected future losses on
the sale of inventory, including assessing the likely impacts of macro-economic factors and inventory obsolescence.
How the matter
was addressed
in the audit
We challenged management’s inventory provisioning calculation by:
•
Assessing the appropriateness of management’s inventory provision calculations, including testing the accuracy and completeness of
the data used and the mathematical accuracy of the provisioning model;
•
Critically challenging the assumptions made in the inventory provision model in respect of the expected level of future losses including:
•
The basis on which expected losses are calculated and whether the assumptions included in the calculations are realistic based
on historical experience, the current trading environment and future expectations;
•
The level of current season and continuity (core) inventory which is expected to become out of season or ending continuity
(discontinued core items), based on historical experience and the current trading environment;
•
The assumption that inventory which is sold when the product is current season or continuity inventory does not generate losses;
•
Whether different assumptions and estimates should be applied for different fascias given the differentiated product mix;
•
Whether certain brands or product categories which may be less desirable to consumers required additional specific provision
given historic and forecast sales expectations; and,
•
The expected losses on products which have already been sold at a loss.
•
Independently developing an alternative estimate that applies the results of our testing of management’s model to the inventory
population. In doing so, we formed an assessment, based on inquiry and challenge of management and publicly available market data
and research reports, to reflect the expected impact of current macro-economic factors. Our alternative model incorporated various
matters including consideration of forecast future discounting, expected margin decline/ improvement by fascia, the risk of inventory
becoming out of season and adjustments relevant to specific fascias or circumstances where the risk of inventory obsolescence was
considered to be higher. As a result, we estimated a range of provision levels under different scenarios which we considered appropriate
and supportable. We then used the range to assess management’s provision; and
•
Assessing whether financial statement disclosures in respect of the accounting estimates made in relation to the inventory provision
and sensitivity analysis of these estimates are appropriate in accordance with the applicable financial reporting framework.
Key
observations
We are satisfied that the estimates and judgements applied by management in determining the inventory provision are not indicative of
material misstatement and that the related disclosures are appropriate.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
110
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
111
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
111
Impairment of property related assets held as Property, Plant and Equipment (PPE)
Key audit
matter
description
At 26 April 2026 the Property, Plant and Equipment balance included property related assets with a carrying value of £1,426.1m (2025: £1,097.2m)
analysed as follows:
•
Freehold land and buildings £551.9m (2025: £414.7m)
•
Long-term leaseholds and leasehold improvements £52.3m (2025: £64.9m)
•
Right of use assets £520.5m (2025: £308.6m); and
•
Related plant and equipment £301.4m (2025: £309.0m).
Overall, the Group has continued to see an improvement in the macro-economic climate in the geographies which it operates, however in certain
markets there remain specific risks such as a continued subdued luxury market. Certain improvements may also lead to indicators of impairment
reversals.
Due to macro-economic factors and the changing patterns of retail consumer behaviour in certain geographies and store fascias, the
Group identified that for some stores there were indications of impairment of PPE.
As required by IAS 36 Impairment of Assets the Group has performed an impairment review of assets for which there was either an impairment
trigger or indicator of reversal of impairment. As a result of this review, impairment charges (net of impairment reversals) in relation to PPE of £17.9m
(2025: reversal of £9.6m) have been made in these financial statements. Given the combined carrying value of PPE there is a significant risk any
impairment charges or reversals recognised could be materially misstated.
As described in note 2 to the financial statements, the impairment review involves management judgements and estimates in relation to:
•
What constitutes an impairment trigger or indication of an impairment reversal;
•
The value in use of the property related assets (being the net present value of the forecast related cashflows);
•
In the case of freehold property, comparison of calculated value in use to internal and external property valuations to determine the recoverable
amount; and
•
Whether assets should be excluded from the impairment assessment because of stores having not reached maturity following purchase or
refurbishment.
The values derived in the impairment assessment are compared to the net book value of the related assets to determine whether an impairment
is required. In making this assessment management determined each property or store to be a cash generating unit (CGU). In respect of reversals
the value in use is compared with the historical cost net book value that would have existed if the impairment had not been made.
The value in use calculations require management to make a range of assumptions regarding future cashflows including:
•
The long-term growth rate in like for like sales;
•
An assessment of the propensity for customers to switch to online purchases;
•
Future changes in margins;
•
The determination of an appropriate discount rate; and
•
An assessment of the likely impact of inflation and consumer disposable income.
In the case of freehold property, valuations are dependent on assumptions regarding the ability to relet property, the length of void and rent free
periods and future rentals achievable.
The factors explained above represent a high degree of estimation uncertainty required by management and we identified the impairment of
property related assets to be a key audit matter.
How the
matter was
addressed
in the
audit
We obtained an understanding of how management assessed each store for impairment triggers or indicators of reversal of impairments, how
they performed their impairment testing and their approach to valuation.
We critically assessed the methodology applied by management with reference to the requirements of IAS 36 and tested the integrity of the value
in use calculations and the calculated impairments and impairment reversals by CGU.
In the case of freehold property, in addition to assessing the value in use calculations, we evaluated the approach to the valuation of freehold
interests and critically challenged the underlying valuation assumptions.
In particular, we challenged the significant assumptions within management’s models through:
•
Assessing the mathematical accuracy of management’s impairment calculations and the metrics applied to identify indicators of impairment.
This included the use of modelling specialists to identify inconsistencies and formulaic errors in management’s models;
•
Evaluating management’s assumptions through analysing post period end trading performance and external data points to independently
generate a range of assumptions we considered reasonable;
•
Sensitising the assumptions used by management to identify those assumptions with the most significant impact on the impairment model;
•
Confirming the assumptions applied are consistent with those used within management’s going concern assessment;
•
Critically assessing whether we considered management’s impairment triggers and indicators of impairment reversals to be appropriate and
sensitising the impact of removing the triggers and indicators;
•
Critically challenging whether it was appropriate to exclude certain property related assets from the impairment model and assessing whether
the reasons for exclusion were supportable – for example where specific properties were under redevelopment, had recently been acquired or
had not traded for a sufficient period of time to enable management to assess ongoing profitability;
•
Analysing recorded impairment charges on the PPE of subsidiaries acquired during the period and assessing the consistency with management’s
assessment of that CGU as a whole;
•
Utilising an auditor’s expert to review the valuations prepared by management in respect of freehold property assets and assessing any impact
on the resultant impairment charge or reversal;
•
Challenging whether previous impairments should be reversed and recalculating the impairment reversal based on if the asset had never
been impaired; and
•
Comparing the discount rate used with that independently calculated by our internal valuation expert.
Where properties were transferred between PPE and Investment Property we challenged management to justify such changes were appropriate
and ensured any impairment charges or reversals were appropriately recognised.
The work noted above was completed by the Group audit team with respect to in-scope controlled components. The risk of impairment of property
related assets held as PPE was identified within an in-scope associate component which has been equity accounted for under IAS 28 by the Group.
We requested that the component auditor address this risk in their work and in addition to receiving their reporting of audit findings to us we visited
the component to review the audit work and discuss findings with the component auditor.
Finally, we assessed whether the disclosures within the financial statements are consistent with the requirements of IAS 36.
Key
observations
We are satisfied that the judgements and estimates applied, the impairment charges and reversals recorded and the related disclosures in the
financial statements are appropriate.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
112
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
£27.0m (2025: £20.9m)
£24.4m (2025: £28.5m)
Basis for determining overall
materiality
5% of adjusted profit before tax (calculated as set out
in note 4).
(2025: 5% of a normalised profit before tax
benchmark)
Materiality for the Parent Company as a whole was
set at 0.78% of total assets.
(2025: 1% of total assets).
Rationale for benchmark applied
Using an adjusted profit before tax benchmark aligns
our materiality calculation with the Group’s key
performance measure.
Our Group materiality is equivalent to 5.1% (2025:
5.5%) of statutory profit before tax.
The Parent Company holds investments in
subsidiaries and long term financial assets
therefore total assets is considered to be the most
appropriate benchmark.
Performance materiality
£17.5m (2025: £13.6m)
£15.8m (2025: £18.5m)
Basis for determining performance
materiality
65% (2025: 65%) of overall materiality
We set performance materiality at a level lower
than overall materiality for the financial statements
as a whole to reduce to an appropriately low level
the probability that, in aggregate, uncorrected and
undetected misstatements exceed overall materiality.
The factors we considered in determining
performance materiality included; our knowledge
of the Group and the level of misstatements in prior
periods.
65% (2025: 65%) of overall materiality
We set performance materiality at a level lower
than overall materiality for the financial statements
as a whole to reduce to an appropriately low level
the probability that, in aggregate, uncorrected
and undetected misstatements exceed overall
materiality.
The factors we considered in determining
performance materiality included; our knowledge of
the Parent Company and the level of misstatements
in prior periods.
Reporting of misstatements to the
Audit Committee
Misstatements in excess of £1.35m (2025: £1.04m) and
misstatements below that threshold that, in our view,
warranted reporting on qualitative grounds.
Misstatements in excess of £1.22m (2025: £0.75m)
and misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
112
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
113
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
113
An Overview of the Scope of Our Audit
Our audit approach was based on a thorough
understanding of the Group’s businesses and is risk based,
and in particular included:
•
Evaluation of identified components to assess the risk of
material misstatement in each, taking into consideration
scale and complexity of operations, to determine the
planned audit response;
•
For those components that were evaluated as in-scope,
procedures were undertaken based on their relative
materiality to the group, and our assessment of the
component audit risk;
•
For components where we judged a full-scope
approach was appropriate, we evaluated controls over
the financial reporting systems identified as part of
our risk assessment and addressed critical accounting
matters. Substantive testing was performed on classes
of transactions and balances that were identified as
an audit risk, and other material balances, determined
during the Group scoping exercise;
•
Full scope audit procedures have been performed by
RSM UK on the financial statements of Frasers Group
plc, and on the financial information of the main retail
trading companies operating in or managed from
the UK, the financial services component, and on the
property component which contains the majority of the
Group’s property assets.
•
In addition full scope audit procedures have been
performed by RSM members firms on components
in Belgium, Ireland, South Africa and the United
States of America. Full scope audit procedures were
also performed by three non RSM member firms on
components in the Baltic region, Scandinavia and
Malaysia
•
The Group engagement team reviewed the work
performed of the component auditors. We determined
the level of involvement we needed to have in their
audit work to be able to conclude whether sufficient,
appropriate audit evidence had been obtained as a
basis for our opinion on the Group financial statements
as a whole.
•
The Group team visited all full scope component
locations in the UK. With respect to non-UK
components, we attended video conference calls and
performed remote reviews of audit work for all full scope
components other than one based in Scandinavia
where the Group team visited the component auditor,
reviewed their files in-person and held discussions with
component management.
•
Specific scope audit procedures were performed on an
additional four controlled components. The procedures
on one of these components was performed by an RSM
member firm and the procedures on three components
were performed by the Group engagement team.
Procedures were performed primarily in relation to
revenue and property, plant and equipment. The
extent of our testing on these components was based
on our assessment of the risks of material misstatement,
the materiality of the Group’s operations at these
components and to complete rotational testing.
•
Finally, specific scope audit procedures were performed
on one component by a non RSM member firm
with respect to the results of an in-scope associate
component in Germany. The Group team visited the
component auditor, reviewed their audit work in-person
and held discussions with component management.
•
Initial findings were reported to the Group team by all
component auditors and any further work required by
the Group team was then performed by the component
auditor prior to them issuing final opinions and reporting
to us in accordance with the audit instructions issued
to them.
The coverage achieved by our audit procedures was:
Number of
components
Revenue
Total
assets
Adjusted profit
before tax
Full scope audit
13
86%
88%
73%
Specific audit
procedures
5
2%
1%
8%
Total
18
88%
89%
81%
The impact of climate change on the audit
In planning our audit, we considered the potential impact
of the possible risks arising from climate change on the
Group’s and the Parent Company’s financial statements
and obtained an understanding of how management
identifies and responds to climate-related risks. Further
information on management’s risk assessment, progress
and commitments is provided in the Group’s climate-
related risk disclosures on pages 37 to 44 of the annual
report.
As part of our audit we have performed a risk assessment,
including making enquiries of management, reading board
minutes and applying our knowledge of the Group and
Parent Company and the sector within which they operate,
to understand the extent of the potential impact of climate
change on the financial statements.
Taking account of the nature of the business, our findings in
respect of impairment testing and review of the director’s
going concern and viability assessments, changes in
regulation and business activities, we have not assessed
climate-related risk to be significant to our audit. There
was also no impact on our key audit matters.
In accordance with our obligations with regards to other
information, we have read the Group’s climate-related risk
disclosures on pages 37 to 44 of the annual report and in
doing so have considered whether those disclosures are
materially inconsistent with the financial statements or
our knowledge obtained during the course of the audit,
or otherwise appear to be materially misstated.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
114
We have not been engaged to provide assurance over the
accuracy of the climate-related risk disclosures set out on
pages 37 to 44 in the Annual Report.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded
that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the directors’ assessment
of the Group’s and Parent Company’s ability to continue
to adopt the going concern basis of accounting included:
•
Obtaining an understanding of management’s going
concern models, discussing key assumptions with
management and assessing whether the assumptions
were consistent with those applied elsewhere, such as
information considered by management in relation to
the impairment of property related assets held as PPE;
•
Checking the mathematical accuracy and integrity of
management’s cashflow models utilising a modelling
specialist, and agreeing opening balances to 26 April
2026 actual results;
•
Reviewing the term loan and revolving credit facility
agreement and checking management’s forecast
covenant compliance calculations are in accordance
with the agreement to determine whether there is a risk
of future breach;
•
Reviewing the impact of post period end offers which
have been made for Hugo Boss AG and Accent Group
Limited with regards to the available headroom on
existing facilities and the terms and availability of
the acquisition facility agreement and associated
covenants;
•
Ensuring that post period end material property
purchases were appropriately factored into
management’s cashflow forecasts;
•
Assessing whether the assumptions in management’s
base model appeared realistic, achievable and
consistent with other internal and external evidence;
•
Comparing forecast sales with recent historical
information to consider the accuracy of forecasting and
considering post period end sales to assess whether
they were consistent with those assumed in the base
model;
•
Critically assessing and testing management’s sensitivity
analysis to take account of reasonably possible
scenarios that could arise from the risks identified, and
performing our own reverse stress-testing to identify the
point at which covenant compliance is impacted and
considering the likelihood of this scenario;
•
Challenging management regarding their identification
of discretionary spend that could be reduced and other
mitigating actions that could be taken should such
actions become necessary; and
•
Evaluating the Group’s disclosures on going concern
against the requirements of IAS 1 Presentation of
Financial Statements.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group’s or the Parent Company’s
ability to continue as a going concern for a period of at
least twelve months from when the financial statements
are authorised for issue.
In relation to the entity reporting on how they have applied
the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the
directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Other Information
The other information comprises the information included
in the annual report other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within
the annual report. Our opinion on the financial statements
does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report
to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course
of the audit:
•
The information given in the Strategic Report and the
Directors’ Report for the financial period for which the
financial statements are prepared is consistent with the
financial statements; and
•
The Strategic Report and the Directors’ Report have
been prepared in accordance with applicable legal
requirements.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
114
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
115
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
115
Matters on which we are Required to Report
by Exception
In the light of the knowledge and understanding of the
Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or the
Directors’ Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
Adequate accounting records have not been kept by
the Parent Company, or returns adequate for our audit
have not been received from branches not visited by
us; or
•
The Parent Company financial statements and the part
of the directors’ remuneration report to be audited are
not in agreement with the accounting records and
returns; or
•
Certain disclosures of directors’ remuneration specified
by law are not made; or
•
We have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Parent
Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements and our knowledge obtained
during the audit:
•
Directors’ statement with regards the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on page
107;
•
Directors’ explanation as to their assessment of the
Group’s prospects, the period this assessment covers
and why the period is appropriate set out on page 67;
•
Directors’ statement on whether it has a reasonable
expectation that the Group will be able to continue in
operation and meets its liabilities set out on page 67
•
Directors’ statement on fair, balanced and
understandable set out on page 75;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 75;
•
Section of the annual report that describes the review of
effectiveness of risk management and internal control
systems set out on pages 51 to 65; and,
•
Section describing the work of the audit committee set
out on page 73.
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.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
116
However, it is the primary responsibility of management,
with the oversight of those charged with governance,
to ensure that the entity’s operations are conducted in
accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud, the Group audit
engagement team and component auditors:
•
Obtained an understanding of the nature of the
industry and sector, including the legal and regulatory
frameworks that the Group and Parent Company
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;
•
discussed matters about non-compliance with laws
and regulations and how fraud might occur, including
assessment of how and where the financial statements
may be susceptible to fraud, having obtained an
understanding of the overall control environment.
All relevant laws and regulations identified at a Group level
and areas susceptible to fraud that could have a material
effect on the financial statements were communicated to
component auditors. Any instances of non-compliance
with laws and regulations identified and communicated
by a component auditor were considered in our audit
approach.
As a result of our procedures, we consider the most
significant laws and regulations that have a direct impact
on the financial statements are; UK-adopted International
Accounting Standards and FRS 102, Companies Act
2006, tax legislation, Listing Rules and Disclosures and
Transparency Rules.
In addition, the Group is subject to other laws and
regulations which do not have a direct effect on the
financial statements but compliance with which may be
fundamental to the Group’s ability to operate or to avoid
material penalties. We identified the following areas as
those most likely to have such an effect; competition
and anti-bribery laws, data protection, employment,
environmental, health and safety and Financial Conduct
Authority (FCA) regulations.
The audit procedures performed by the audit engagement
team included:
•
Reviewing financial statement disclosures and testing to
supporting documentation to assess compliance with
provisions of relevant laws and regulations described
as having a direct effect on the financial statements;
•
Enquiring of management, the Audit Committee and
internal and external legal counsel concerning actual
and potential litigation and claims;
•
Inspecting minutes of meetings of those charged with
governance, internal audit reports and correspondence
with HMRC and the Group’s internal tax team; and
•
Reviewing component documentation on procedures
performed over compliance with international laws and
regulations.
We considered the opportunities and incentives that may
exist within the Group for fraud and identified the greatest
potential for fraud in those areas in which management
is required to exercise significant judgement. In common
with all audits under ISAs (UK) we also performed specific
procedures to respond to the risk of management override,
including the risk of bias in determining the level of expected
credit losses (“ECL”) on credit customer receivables in the
financial services component and the risk of fraudulent
revenue recognition. These procedures included:
•
Testing the appropriateness of journal entries and other
adjustments based on risk criteria and comparing the
identified entries to supporting documentation;
•
Assessing whether the judgements made in making
accounting estimates were indicative of potential bias;
•
Evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business;
•
Reviewing the design and implementation of manual
controls in relation to the occurrence, accuracy and cut
off of sales;
•
Testing the occurrence and accuracy of revenue through
agreement to cash receipt and other supporting
evidence;
•
Testing revenue transactions recorded either side of
the reporting date to determine whether revenue is
recognised in the correct accounting period;
•
Investigating transactions posted to nominal ledger
codes outside of the normal revenue cycle identified
through the use of data analytics tools or review of
manual adjustments to revenue codes; and
•
Critically assessing the ECL assumptions applied in
management’s model for evidence of management
bias through using economic experts to assess
the appropriateness of such assumptions and the
methodology applied.
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.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
116
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
117
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FRASERS GROUP PLC
FRASERS GROUP PLC
117
Other Matters Which We Are Required
to Address
Following the recommendation of the Audit Committee,
we were appointed by the Audit Committee and the Board
on 18 November 2019 to audit the financial statements for
the period ending 26 April 2020 and subsequent financial
periods.
The period of total uninterrupted consecutive appointments
is seven years, covering the periods ending 26 April 2020
to 26 April 2026.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and
the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report
to the audit committee in accordance with ISAs (UK).
Use of Our Report
This report is made solely to the company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006.
Our audit work has been undertaken
so that we might state to the company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose.
To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or
for the opinions we have formed.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rules, these
financial statements form part of the Annual Financial
Report prepared in Extensible Hypertext Markup Language
(XHTML) format and filed on the National Storage
Mechanism of the UK FCA. This auditor’s report provides
no assurance over whether the annual financial report has
been prepared in XHTML format.
Alistair John Richard Nuttall
Alastair John Richard Nuttall (Senior
Statutory Auditor)
For and on behalf of RSM UK Audit LLP,
Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
15
th
July 2026
CONSOLIDATED INCOME STATEMENT
FRASERS GROUP PLC
118
CONSOLIDATED INCOME
STATEMENT
For the 52 weeks ended 26 April 2026
Note
Total
52 weeks ended 26 April 2026
(£’m)
Total
52 weeks ended 27 April
2025(restated)
(1)
(£’m)
CONTINUING OPERATIONS
Revenue
Credit account interest
Total revenue (including credit account interest)
4
Cost of sales
(2,721.6 )
(2,587.5 )
Impairment losses on credit customer receivables
24
(28.3 )
(22.1 )
Gross profit
4
Selling, distribution and administrative expenses
(2,221.5 )
(1,772.6 )
Other operating income
5
Property related (impairments)/reversal
16
(17.9 )
Profit on sale of properties
6
Fair value adjustments to investment properties
17
Operating profit
4
Profit on sale of subsidiaries
7
Investment income
8
Investment costs
9
(58.0 )
(141.6 )
Finance income
10
Finance costs
11
(158.1 )
(182.8 )
Share of profit of associated undertakings
20
Impairment of associated undertakings
20
(34.7 )
Profit before taxation
4
Taxation
12
(184.0 )
(92.7 )
Profit after taxation from continuing operations
DISCONTINUED OPERATIONS
Profit from discontinued operation, net of tax*
7
Profit for the period
ATTRIBUTABLE TO:
Equity holders of the Group
Non-controlling interests
Profit for the period
Pence per share
Pence per share
Basic earnings per share – Continuing operations
13
Basic earnings per share – Discontinued operations
13
Basic earnings per share – Total
13
Diluted earnings per share – Continuing operations
13
Diluted earnings per share – Discontinued operations
13
Diluted earnings per share - Total
13
(1) Restated to reflect the classification of the results of Coventry Arena as a discontinued operation. Please refer to note 1 for further information.
*The result from discontinued operations was wholly attributable to the equity holders of the Group.
The accompanying accounting policies and notes form part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FRASERS GROUP PLC
119
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the 52 weeks ended 26 April 2026
Note
52 weeks ended
26 April 2026
(£’m)
52 weeks ended
27 April 2025
(restated)
1
(£’m)
Profit for the period
OTHER COMPREHENSIVE (LOSS)/INCOME
ITEMS THAT WILL NOT BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Fair value movement on long-term financial assets
19
(149.6 )
Remeasurements of defined benefit pension scheme
21
Share of other comprehensive loss of associated undertakings
20
(8.6 )
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
Exchange differences on translation of foreign operations
(0.6 )
Exchange differences on translation of foreign operations – associated undertakings
Foreign exchange impact of disposal of discontinued operations
(3.0 )
Fair value movement on hedged contracts - recognised in the period
25,32
(0.1 )
(9.0 )
Fair value movement on hedged contracts - reclassified and reported in sales
25,32
(29.1 )
(12.3 )
Fair value movement on hedged contracts - reclassified and reported in inventory/cost of sales
25,32
Fair value movement on hedged contracts - taxation taken to reserves
25,32
OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD, NET OF TAX
(167.2 )
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
Continuing operations
Discontinued operations
7
ATTRIBUTABLE TO:
Equity holders of the Group
Non-controlling interest
(1) Restated to reflect the classification of the results of Coventry Arena as a discontinued operation. Please refer to note 1 for further information.
The accompanying accounting policies and notes form part of these financial statements.
CONSOLIDATED BALANCE SHEET
FRASERS GROUP PLC
120
CONSOLIDATED BALANCE SHEET
As at 26 April 2026
Company number: 06035106
Note
26 April 2026
27 April 2025
(£'m)
(£'m)
ASSETS - NON CURRENT
Property, plant and equipment
16
Investment properties
17
Intangible assets
18
Long-term financial assets
19
Investment in associated undertakings
20
Retirement benefit surplus
21
Deferred tax assets
22
ASSETS - CURRENT
Inventories
23
Trade and other receivables
24
Derivative financial assets
25
Cash and cash equivalents
26
TOTAL ASSETS
LIABILITIES - NON CURRENT
Lease liabilities
27
(714.6 )
(558.2 )
Borrowings
27
(1,651.3 )
(1,118.2 )
Retirement benefit obligations
(1.8 )
(1.9 )
Deferred tax liabilities
22
(15.0 )
(13.0 )
Provisions
28
(150.7 )
(214.5 )
(2,533.4 )
(1,905.8 )
LIABILITIES - CURRENT
Borrowings
27
(75.0 )
Derivative and other financial liabilities
25
(366.9 )
(327.3 )
Trade and other payables
29
(879.1 )
(663.8 )
Lease liabilities
27
(164.0 )
(109.6 )
Provisions
28
(9.3 )
(9.1 )
Current tax liabilities
(81.1 )
(52.0 )
(1,500.4 )
(1,236.8 )
TOTAL LIABILITIES
(4,033.8 )
(3,142.6 )
NET ASSETS
EQUITY
Share capital
30
Share premium
Treasury shares reserve
32
(788.7 )
(770.6 )
Permanent contribution to capital
32
Capital redemption reserve
32
Foreign currency translation reserve
32
Reverse combination reserve
32
(987.3 )
(987.3 )
Own share reserve
32
(66.8 )
(66.8 )
Hedging reserve
32
(4.3 )
Share based payment reserve
31
Revaluation reserve
32
Retained earnings
Issued capital and reserves attributable to owners of the parent
Non-controlling interests
32
TOTAL EQUITY
The accompanying accounting policies and notes form part of these financial statements. The Group’s Financial Statements were approved by the Board and authorised
CONSOLIDATED CASH FLOW STATEMENT
FRASERS GROUP PLC
121
STATEMENT
For the 52 weeks ended 26 April 2026
Note | 52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 (restated) 1 | ||
(£’m) | (£’m) | ||
Profit before income tax from: | |||
Continuing operations | |||
Discontinued operations | |||
Profit before taxation including discontinued operations | |||
Net finance costs | |||
Net investment (income) / cost | ( | ||
Profit on disposal of subsidiaries | 7 | ( | ( |
Depreciation of property, plant and equipment | 16 | ||
Amortisation of intangible assets | 18 | ||
Net impairment/(reversal) of tangible and intangible assets | ( | ||
Gain on modification/remeasurement of lease liabilities | ( | ( | |
Profit on sale of properties | ( | ( | |
Profit on disposal of intangible assets | ( | ||
Fair value adjustments in respect of investment property | ( | ( | |
Share of profit of associated undertakings | ( | ( | |
Impairment of investments in associates | |||
Gain on bargain purchase | 33 | ( | ( |
Employee bonus scheme charge | |||
Pension scheme expenses | |||
Operating cash inflow before changes in working capital | |||
(Increase)/decrease in receivables | ( | ||
Decrease in inventories | |||
Decrease in payables | ( | ( | |
Decrease in provisions | ( | ( | |
Cash inflows from operating activities | |||
Income taxes paid | ( | ( | |
Net cash inflows from operating activities | |||
Proceeds on disposal of property, plant and equipment and investment property | |||
Proceeds on disposal of listed investments | 19 | ||
Proceeds in relation to equity derivatives | |||
Disposal of subsidiary undertakings, net of cash disposed | 7 | ||
Purchase of subsidiaries, net of cash acquired | 33 | ( | ( |
Purchase of property, plant and equipment, intangible assets and investment property | 16, 17, 18 | ( | ( |
Purchase of listed investments 2 | 19 | ( | ( |
Proceeds on disposal of associated undertakings | 20 | ||
Purchase of associated undertakings | 20 | ( | ( |
Dividends received from associated undertakings | 20 | ||
Increase in deposits relating to equity derivatives | 24 | ( | ( |
Decrease in deposits relating to equity derivatives | 24 | ||
Investment income received | |||
Finance income received | |||
Net cash outflows from investing activities | ( | ( | |
Lease payments | ( | ( | |
Finance costs paid | ( | ( | |
Borrowings drawn down | 27 | ||
Borrowings repaid | 27 | ( | ( |
Cashflows from total return swaps | |||
Purchase of own shares | ( | ||
Net cash inflows from financing activities | |||
Net increase/(decrease) in cash and cash equivalents including overdrafts | ( | ||
Exchange movement on cash balances | ( | ||
Cash and cash equivalents including overdrafts at beginning of period | |||
Cash and cash equivalents including overdrafts at the period end | 26 |
(1)
Restated to reflect the classification of the results of Coventry Arena as a discontinued operation. Please refer to note 1 for further information.
(2)
Cashflows from purchase of listed investments includes the settlement of equity derivatives of £51.0 m (FY25: £80.6 m)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FRASERS GROUP PLC
122
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the 52 weeks ended 26 April 2026
Share
capital
Share
premium
(1)
Treasury
shares
(2)
Share-
based
payment
reserve
Foreign
currency
translation
reserve
Own
share
reserve
Retained
earnings
Other
(3)
Total
attributable
to owners of
parent
Non-controlling
interests
Total
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
(£’m)
At 28 April 2024
(770.6 )
(66.8 )
(956.3 )
Acquisitions
(18.3 )
(18.3 )
(1.1 )
(19.4 )
Share scheme
Purchase of own shares
Transactions with owners in their
capacity as owners
(18.3 )
(9.6 )
(1.1 )
(10.7 )
Profit for the financial period
Other comprehensive income
Cashflow hedges - recognised in the
period
(9.0 )
(9.0 )
(9.0 )
Cashflow hedges - reclassified and
reported in sales
(12.3 )
(12.3 )
(12.3 )
Cashflow hedges - reclassified and
reported in inventory/cost of sales
Cashflow hedges - taxation
Fair value adjustment in respect of
long-term financial assets
(149.6 )
(149.6 )
(149.6 )
Remeasurements of defined benefit
pension scheme
Translation differences - Group
(3.6 )
(3.6 )
(3.6 )
Total comprehensive income for
the period
(3.6 )
(14.2 )
At 27 April 2025
(770.6 )
(66.8 )
(970.5 )
Acquisitions/disposal of subsidiaries
Share scheme
(55.4 )
Purchase of own shares
(3)
(18.1 )
(18.1 )
(18.1 )
Transactions with owners in their
capacity as owners
(18.1 )
(55.4 )
Profit for the financial period
Other comprehensive income
Cashflow hedges - recognised in
the period
(0.1 )
(0.1 )
(0.1 )
Cashflow hedges - reclassified and
reported in sales
(29.1 )
(29.1 )
(29.1 )
Cashflow hedges - reclassified and
reported in inventory/cost of sales
Cashflow hedges - taxation
Fair value adjustment in respect of
long-term financial assets
Remeasurements of defined benefit
pension scheme
Share of associated undertakings
(8.6 )
Translation differences - Group
Total comprehensive income for
the period
(11.8 )
At 26 April 2026
(788.7 )
(66.8 )
(982.3 )
(1)
The share premium account is used to record the excess proceeds over nominal value on the issue of shares.
(2)
On 15 December 2025 the Group entered into an arrangement with Barclays Bank Plc, allowing Barclays to purchase up to 10,000,000 ordinary shares on behalf of the Group. This
agreement was in line with the resolution agreed at the AGM on 24 September 2025.
During the period, through this agreement the Group has purchased 2,253,537 of its ordinary shares.
In line with the Group’s policy, these shares were placed into treasury. The sole purpose of these share purchases is to reduce the Company’s share capital.
(3)
Other reserves comprise permanent contribution to capital, capital redemption reserve, reverse combination reserve, the hedging reserve and the revaluation reserve. All movements in
the current period related to the hedging reserve.
The accompanying accounting policies and notes form part of these Financial Statements.
NOTES TO THE FINANCIAL
STATEMENTS
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
123
public company incorporated and domiciled in the
Exchange. The registered office is Unit A, Brook Park East,
of the Group can be found in the Directors’ Report and the
The consolidated Financial Statements have been
prepared in accordance with UK-adopted International
Accounting Standards in conformity with the requirements
of the Companies Act 2006. The consolidated Financial
Statements have been prepared under the historical cost
convention, as modified to include fair valuation of certain
financial assets, investment properties, derivative financial
instruments and non-controlling interests.
The accounting policies set out below have been applied
consistently to all periods in these Financial Statements.
The Financial Statements are prepared in Pounds Sterling,
which is the functional currency of the Parent Company.
The numbers presented in the Financial Statements have
been rounded to the nearest million, unless otherwise
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Chief Executive’s Report and
Business Review.
The financial position of the Group, its cash flows, liquidity
position and borrowing facilities are described in the
Financial Review. In addition, the financial statements
include the Group’s objectives, policies and processes
for managing its capital, its financial risk management
objectives, details of its financial instruments and hedging
activities, and its exposures to credit risk and liquidity risk.
The Group is profitable, highly cash generative and has
considerable financial resources. The Group is able to
operate within its banking facilities and covenants, which
run until July 2029 and is well placed to take advantage of
strategic opportunities as they arise. As a consequence, the
Directors believe that the Group is well placed to manage
its business risks successfully despite the continued
uncertain economic outlook.
The Directors have assessed the level of trading and have
forecast and projected a conservative base case and also
a number of even more conservative scenarios, including
taking into account the Group’s open positions in relation
to Hugo Boss options. These forecasts and projections
show that the Group will be able to operate within the level
of the current facility and its covenant requirements (being
interest cover and net debt to EBITDA ratios). The Directors
also have a number of mitigating actions which could be
taken if required such as putting on hold discretionary
spend, liquidating certain assets on the balance sheet, or
reducing inventory cover. See the Viability Statement for
further details.
Management has also considered the impact of the
all-share cash offers for Hugo Boss AG (“Hugo Boss”) and
Accent Group Limited (“Accent”), which are currently in
progress. Management do not consider that these bids
adversely impact upon the Group’s ability to operate as a
going concern, noting that for the Hugo Boss bid, the Group
has an available credit line provided by a group of banks
and the Accent bid can be funded from existing credit
facilities. Should the Group obtain control of Hugo Boss
the Group could seek to refinance the combined group’s
facilities in the capital markets if considered necessary.
Having thoroughly reviewed the performance of the
Group and Parent Company and having made suitable
enquiries, the Directors are confident that the Group and
Parent Company have adequate resources to remain in
operational existence for the foreseeable future, which
is at least 12 months from the date of these financial
statements. Trading would need to fall significantly
below levels observed historically to require mitigating
actions or a relaxation of covenants. On this basis, the
Directors continue to adopt the going concern basis for the
preparation of the Annual Report and financial statements
which is a period of at least 12 months from the date of
The consolidated Financial Statements incorporate
the financial statements of the Company and entities
controlled by the Company (its subsidiaries) each year.
Control is achieved when the Company:
•
has the power over the investee;
•
is exposed, or has rights, to variable returns from its
involvement with the investee; and
•
has the ability to use its power to affect its returns. The
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
124
Company reassesses whether or not it controls an
investee if facts and circumstances indicate that there
are changes to one or more of the three elements
of control listed above. When the Company has less
than a majority of the voting rights of an investee, it
considers that it has power over the investee when
the voting rights are sufficient to give it the practical
ability to direct the relevant activities of the investee
unilaterally. The Company considers all relevant facts
and circumstances in assessing whether or not the
Company’s voting rights in an investee are sufficient
to give it power, including: the size of the Company’s
holding of voting rights relative to the size and dispersion
of holdings of the other vote holders;
•
potential voting rights held by the Company, other vote
holders or other parties;
•
rights arising from other contractual arrangements; and
•
any additional facts and circumstances that indicate
that the Company has, or does not have, the current
ability to direct the relevant activities at the time that
decisions need to be made, including voting patterns
at previous shareholders’ meetings.
obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically, the
results of subsidiaries acquired or disposed of during
the year are included in profit or loss from the date the
Company gains control until the date when the Company
ceases to control the subsidiary.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies
used into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions between
the members of the Group are eliminated on consolidation.
separately from the Group’s equity therein. Those interests
of non-controlling shareholders that are present ownership
interests entitling their holders to a proportionate share of
net assets upon liquidation may initially be measured at
fair value or at the non-controlling interests’ proportionate
share of the fair value of the acquiree’s identifiable net assets.
The choice of measurement is made on an acquisition-
by-acquisition basis. Other non-controlling interests are
initially measured at fair value. Subsequent to acquisition,
the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the
non-controlling interests’ share of subsequent changes in
equity.
Profit or loss and each component of other comprehensive
income are attributed to the owners of the Company and
to the non-controlling interests. Total comprehensive
income of the subsidiaries is attributed to the owners of
the Company and to the non-controlling interests even if
this results in the non-controlling interests having a deficit
balance.
Changes in the Group’s interests in subsidiaries that do
not result in a loss of control are accounted for as equity
transactions. The carrying amount of the Group’s interests
and the non-controlling interests are adjusted to reflect
the changes in their relative interests in the subsidiaries.
Any difference between the amount by which the
non-controlling interests are adjusted and the fair value
of the consideration paid or received is recognised directly
in equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or
loss on disposal recognised in profit or loss is calculated
as the difference between (i) the aggregate of the fair
value of the consideration received and the fair value
of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), less liabilities
of the subsidiary and any non-controlling interests. All
amounts previously recognised in other comprehensive
income in relation to that subsidiary are accounted for as
if the Group had directly disposed of the related assets or
liabilities of the subsidiary (i.e. reclassified to profit or loss
or transferred to another category of equity as required/
permitted by applicable IFRS Standards). The fair value
of any investment retained in the former subsidiary at the
date when control is lost is regarded as the fair value on
initial recognition for subsequent accounting under IFRS
9 when applicable, or the cost on initial recognition of an
Acquisitions of businesses are accounted for using the
acquisition method. The consideration transferred in a
business combination is measured at fair value, which is
calculated as the sum of the acquisition-date fair values
of assets transferred to the Group, liabilities incurred by
the Group to the former owners of the acquiree and the
equity interest issued by the Group in exchange for control
of the acquiree. Acquisition-related costs are recognised
in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and
the liabilities assumed are recognised at their fair value at
the acquisition date, except that:
•
deferred tax assets or liabilities and assets or liabilities
related to employee benefit arrangements are
recognised and measured in accordance with IAS 12
and IAS 19 respectively;
•
liabilities or equity instruments related to share-based
payment arrangements of the acquiree or share-based
payment arrangements of the Group entered into to
replace share-based payment arrangements of the
acquiree are measured in accordance with IFRS 2 at
the acquisition date; and
•
assets (or disposal groups) that are classified as held
for sale in accordance with IFRS 5 are measured in
accordance with that Standard.
Goodwill is measured as the excess of the sum of
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
125
the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the fair value of
the acquirer’s previously held equity interest in the acquiree
(if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed.
If, after reassessment, the net of the acquisition-date
amounts of the identifiable assets acquired and liabilities
assumed exceeds the sum of the consideration transferred,
the amount of any non-controlling interests in the acquiree
and the fair value of the acquirer’s previously held interest in
the acquiree (if any), the excess is recognised immediately
in profit or loss as a bargain purchase gain.
For business combinations achieved in stages, the Group
remeasures its previously held equity interest in the
acquiree at its acquisition date fair value and recognises
the resulting gain or loss, if any, in the Income Statement
An associate is an entity over which the Group has
significant influence and that is neither a subsidiary nor
an interest in a joint venture. Significant influence is the
power to participate in the financial and operating policy
decisions of the investee but is not control or joint control
over those policies.
The results and assets and liabilities of associates are
incorporated in these Financial Statements using the
equity method of accounting, except when the investment
is classified as held for sale, in which case it is accounted
for in accordance with IFRS 5.
Under the equity method, an investment in an associate
is recognised initially in the consolidated Balance Sheet
at cost and adjusted thereafter to recognise the Group’s
share of the profit or loss and other comprehensive income
of the associate. When the Group’s share of losses of an
associate or a joint venture exceeds the Group’s interest in
that associate (which includes any long-term interests that,
in substance, form part of the Group’s net investment in the
associate), the Group discontinues recognising its share of
further losses. Additional losses are recognised only to the
extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
An investment in an associate is accounted for using
the equity method from the date on which the investee
becomes an associate. On recognition of an investment in
an associate, any excess of the cost of the investment over
the Group’s share of the net fair value of the identifiable
assets and liabilities of the investee is recognised as
goodwill, which is included within the carrying amount of
the investment. Any excess of the Group’s share of the net
fair value of the identifiable assets and liabilities over the
cost of the investment, after reassessment, is recognised
immediately in profit or loss in the period in which the
investment is acquired.
The requirements of IAS 36 are applied to determine
whether it is necessary to recognise any impairment loss
with respect to the Group’s investment in an associate.
When necessary, the entire carrying amount of the
investment (including goodwill) is tested for impairment
in accordance with IAS 36 as a single asset by comparing
its recoverable amount (higher of value in use and fair value
less costs of disposal) with its carrying amount. Any reversal
of that impairment loss is recognised in accordance with
IAS 36 to the extent that the recoverable amount of the
investment subsequently increases.
The Group discontinues the use of the equity method from
the date when the investee ceases to be an associate.
When the Group retains an interest in the former associate
and the retained interest is a financial asset, the Group
measures the retained interest at fair value at that date
and the fair value is regarded as its fair value on initial
recognition in accordance with IFRS 9. The difference
between the carrying amount of the associate at the
date the equity method was discontinued, and the fair
value of any retained interest and any proceeds from
disposing of a part interest in the associate is included in
the determination of the gain or loss on disposal of the
associate. In addition, the Group accounts for all amounts
previously recognised in other comprehensive income in
relation to that associate on the same basis as would be
required if that associate had directly disposed of the
related assets or liabilities. Therefore, if a gain or loss
previously recognised in other comprehensive income by
that associate would be reclassified to profit or loss on
the disposal of the related assets or liabilities, the Group
reclassifies the gain or loss from equity to profit or loss
(as a reclassification adjustment) when the associate is
disposed of.
When the Group reduces its ownership interest in an
associate but the Group continues to use the equity
method, the Group reclassifies to profit or loss the
proportion of the gain or loss that had previously been
recognised in other comprehensive income relating to
that reduction in ownership interest if that gain or loss
would be reclassified to profit or loss on the disposal of the
related assets or liabilities. When a group entity transacts
with an associate of the Group, profits and losses resulting
from the transactions with the associate or joint venture
are recognised in the Group’s consolidated Financial
Statements only to the extent of interests in the associate
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. For revenue streams where customers
have a right of return within a specified period consideration
is treated as variable in line with IFRS 15. The right of return
asset is recognised within inventory, with the refund liability
due to customers on return of their goods recognised within
trade and other payables.
Retail Store and Internet Sales
In the case of goods sold through retail stores, revenue
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
126
is recognised when we have satisfied the performance
obligation of transferring the goods to the customer at
the point of sale, less provision for returns. Accumulated
experience is used to estimate and provide for such returns
at the time of the sale. Retail sales are usually in cash, by
debit or credit card, or by Frasers Plus credit account.
In the case of goods sold on the internet where the
customer has opted for delivery or click and collect, revenue
is recognised when we have satisfied the performance
obligation of transferring the goods to the customer, which
is at the point of delivery to the customer. Transactions
are settled by credit card, debit card or credit account.
Provisions are made for returns based on their expected
level using the expected value method, which in turn is
based upon the historical rate of returns.
In the case of revenue from third party commission on
concession sales, this is recognised when goods are sold
to the customer. As we act as the agent this is stated at the
value of the commission that the Group receives on the
transaction rather than the gross revenue from the sale of
the concessionaires’ goods.
Wholesale
In the case of goods sold to other businesses via wholesale
channels, revenue is recognised when we have satisfied
the performance obligation of transferring the goods to
the customer upon delivery. Payment terms are generally
30-60 days with no right of return.
Royalty Income
In the case of income generated from trademarks and
licences, revenue is recognised based either on a fixed fee
basis or based on sales with specified minimum guarantee
amounts in accordance with the relevant agreements. If
the sales-based royalty is not expected to clearly exceed
the minimum guarantee threshold, revenue is recognised
over the rights period measured on the basis of the fixed
guaranteed consideration. Revenue above the minimum
guarantee threshold is recognised as earned based on the
contractual royalty rate applied to the sales.
Gym Membership Fees
Revenue from gym membership fees comprises monthly
membership fees, non-refundable joining fees and
longer-term membership fees recognised during the period.
Membership income is recognised and spread over the
period to which it relates, being the period of the Group’s
performance obligations, with any subscriptions in advance
of the period to which they relate being recognised as
contract liabilities. Joining fee income is recognised over
time, on a straight-line basis over the expected duration
of the membership. Gym retail income is recognised at
the point of sale. Other revenue includes various ancillary
revenue streams, which are recognised in the period to
which they relate. Total revenue from gyms recognised in
FY26 is £65.8m (FY25: £57.5m) and is recognised in the UK
Sports segment.
Loyalty Programmes and Gift Cards
The Group operates loyalty programmes which allow
members to accumulate points on purchases and receive
exclusive offers and benefits. The fair value of the points
awarded to customers is determined relative to the
total transaction price and accounted for as a separate
identifiable component of a sales transaction. Revenue is
deferred to match the estimated value of earned loyalty
points. Deferred revenue is adjusted for the value of points
that are not expected to be redeemed by customers
based on historical redemption rates. When the points are
redeemed and the Group fulfils its obligations pursuant
to the programmes, the revenue that was deferred is
recognised.
Points awarded typically expire following a
period of 12 months of inactivity. The Frasers Plus loyalty
program currently includes points that do not expire
however the Group may introduce an expiry at a later time,
including pending or active points already earned.
Revenue from gift cards and vouchers is recognised when
the cards or vouchers are redeemed by the customer,
breakage is recognised when the likelihood of the card or
voucher being redeemed is remote or has expired. For gift
cards, monies received represent deferred revenue prior to
the redemption.
Credit Account Interest
Credit account interest revenue related to interest charged
on trade receivables in Frasers Group Financial Services
Limited is determined using the effective interest method.
Credit account interest revenue is calculated on the gross
carrying amount of the financial asset unless the financial
asset is impaired, in which case the interest revenue is
calculated on the amortised cost, after allowance for
expected credit losses. Credit account interest revenue is
Finance income is reported on an accruals basis using the
effective interest method.
Finance costs are recognised on an accruals basis in the
period in which they are incurred using the effective interest
Tax expense comprises current and deferred tax. Tax is
recognised in the Income Statement, except to the extent
it relates to items recognised in other comprehensive
income or directly in equity. The income tax expense
or credit for the period is the tax payable on taxable
income for the current period, based on the applicable
income tax rate for each jurisdiction, adjusted by changes
in deferred tax assets and liabilities attributable to
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
127
temporary differences and to unused losses.
on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in
the consolidated Financial Statements. However, if
the deferred tax arises from the initial recognition of
goodwill or initial recognition of an asset or liability
in a transaction other than a business combination
that at the time of the transaction affects neither
accounting nor taxable profit or loss, it is not accounted
for. Deferred tax on temporary differences associated
with shares in subsidiaries is not provided if reversal of
these temporary differences can be controlled by the
Group and it is probable that reversal will not occur in
the foreseeable future. In addition, tax losses available
to be carried forward as well as other income tax credits
to the Group are assessed for recognition as deferred tax
assets. Deferred tax is determined using tax rates and
laws that have been enacted (or substantively enacted)
by the balance sheet date and are expected to apply
when the related deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax liabilities are provided in full.
Deferred tax assets are recognised to the extent that it
is probable that future taxable profits will be available
against which the temporary differences can be utilised.
Deferred tax assets are offset where there is a legally
enforceable right to offset current tax assets and liabilities
and where the deferred tax balances relate to the same
tax authority.
Changes in current and deferred tax assets or liabilities
are recognised as a component of tax expense in the
Income Statement, except where they relate to items that
are recorded in other comprehensive income or charged
or credited directly to equity in which case the related
deferred tax is also recorded in other comprehensive
income or charged or credited directly to equity. Deferred
Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment at least annually or
when a change in circumstances or situation indicates that
the goodwill may be impaired. The need for impairment
is tested by comparing the recoverable amount of the
cash-generating unit (CGU) to which the goodwill balance
has been allocated, which is the higher of fair value less
costs to sell and value in use, to the carrying value of the
goodwill balance and other assets allocated to the CGU.
Any impairment is recognised immediately in the Income
Statement. Impairment losses on goodwill are not reversed.
Gains and losses on the disposal of a business include the
amount of goodwill relating to that business.
When the non-controlling interest of an existing subsidiary
is acquired the carrying value of the non-controlling
interests in the Balance Sheet is eliminated. Any difference
between the amount by which the non-controlling interest
is adjusted and the fair value of the consideration paid is
Brands, trademarks, licences and customer related
intangibles that are internally generated are not recorded
on the Balance Sheet. Acquired brands, trademarks,
licences and customer related intangibles are initially
carried on the Balance Sheet at cost. The fair value of
brands, trademarks, licences and customer related
intangibles that are acquired by virtue of a business
combination is determined at the date of acquisition and
is subsequently assessed as being the deemed cost to the
Group.
Expenditure on advertising and promotional activities
is recognised as an expense as incurred. Amortisation is
provided on brands, trademarks, licences and customer
related intangibles with a definite life on a straight-line
basis over their useful economic lives of 15 years and
is accounted for within the selling, distribution and
administrative expenses category within the Income
Property, plant and equipment are stated at historical cost
less depreciation less any recognised impairment losses.
Cost includes expenditure that is directly attributable to
the acquisition or construction of these items. Subsequent
costs are included in the asset’s carrying amount only when
it is probable that future economic benefits associated
with the item will flow to the Group and the costs can be
measured reliably.
and labour costs are charged to the Income Statement in
equipment other than freehold land and is calculated on a
straight-line basis, whichever is deemed by the Directors to
be more appropriate, to allocate cost less assessed residual
value, other than assets in the course of construction, over
the estimated useful lives, as follows:
• |
Freehold buildings – 15 years - straight line |
• |
Leasehold improvements – 5 years or over the term of |
the lease, whichever is shortest - straight line |
|
• |
Plant and equipment – 5 years - straight line |
A full year of depreciation is charged on all additions
in property, plant and equipment made in the first nine
months of the period. The assets’ useful lives and residual
values are reviewed and, if appropriate, adjusted at each
balance sheet date. The gain or loss arising on disposal
or scrapping of an asset is determined as the difference
between the sales proceeds, net of selling costs, and the
carrying amount of the asset and is recognised in the
Income Statement within administrative expenses.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
128
Property, plant and equipment, where the carrying amount
is recovered principally through a sales transaction and
where a sale is considered to be highly probable, are stated
Investment properties, which are defined as property
held for rental income or capital appreciation, are initially
measured at cost being purchase price and directly
attributable expenditure (including transaction costs).
Where the intention is to hold property as owner occupied,
this is initially recognised as property, plant and equipment
at cost. Such properties are held with the intention of being
used for owner occupation and typically have a value
of less than £10m. All leases that meet the definition of
investment property are classified as investment property
and measured at fair value. Investment properties are
leased to tenants under operating leases with rentals
payable monthly. Lease income from operating leases
where the Group is a lessor is recognised on a straight-line
basis.
After initial recognition, investment property is carried at
fair value. Investment property that is being redeveloped
for continuing use as investment property or for which the
market has become less active continues to be measured
at fair value.
Fair value is based on active market prices, adjusted for
differences in the nature, location or condition of the
specific asset. If this information is not available, the Group
uses alternative valuation methods, such as recent prices
on less active markets or discounted cash flow projections.
Valuations are performed as at the financial position date
by professional valuers who hold recognised and relevant
professional qualifications and have recent experience
in the location and category of the investment property
being valued. These valuations form the basis for the
carrying amounts in the consolidated financial statements.
Subsequent expenditure is capitalised to the asset’s
carrying amount only when it is probable that future
economic benefits associated with the expenditure
will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance costs
are expensed when incurred. When part of an investment
property is replaced, the cost of the replacement is
included in the carrying amount of the property and the
fair value is reassessed.
If a valuation obtained for a property held under a lease
is net of all payments expected to be made, any related
lease liability recognised separately in the consolidated
statement of financial position is added back, to arrive
at the carrying value of the investment property for
accounting purposes.
Changes in fair values are recognised in the Income
Statement in the period in which they arise. Investment
properties are derecognised when they have been disposed
of. Where the Group disposes of a property at fair value in
an arm’s length transaction, the carrying value immediately
prior to the sale is adjusted to the transaction price and the
adjustment is recorded in the Income Statement within net
gain from fair value adjustment on investment property.
If an investment property becomes owner occupied, it
is reclassified as property, plant and equipment. Its fair
value as at the date of reclassification becomes its cost
for subsequent accounting purposes.
If an item of owner-occupied property becomes an
investment property because its use has changed, any
difference resulting between the carrying amount and
the fair value of this item as at the date of transfer is
treated in the same way as a revaluation under IAS 16. Any
resulting increase in the carrying amount of the property
is recognised in the Income Statement to the extent that
it reverses a previous impairment loss, with any remaining
increase recognised in other comprehensive income and
increased directly in revaluation surplus within equity. Any
resulting decrease in the carrying amount of the property
is initially charged in other comprehensive income against
any previously recognised revaluation surplus, with any
remaining decrease charged to the Income Statement. See
At each balance sheet date, the Directors review the
carrying amounts of the Group’s tangible and intangible
assets, other than goodwill, to determine whether there is
any indication that those assets may be impaired If any
such indication exists, the recoverable amount of the asset
in its current condition is estimated in order to determine
the extent of the impairment loss, if any. Where the asset
does not generate cash flows that are independent from
other assets, the Group estimates the recoverable amount
of the CGU to which the asset belongs. CGUs are identified
for each of the smallest groups of assets generating cash
inflows that are largely independent of the cash flows
from other assets or groups of assets. Each retail store is
considered to be a CGU.
With respect to property, plant and equipment, each
CGU is reviewed for impairment whereby changes in
circumstances indicate that the recoverable amount
is lower than the carrying value. Specifically for stores,
judgement is required as to whether online sales, and
associated costs, could be attributed to stores for the
purpose of calculating the value-in-use of each store CGU
in relation to property impairments. The Group does not
include these in the calculation of value-in-use of each
store CGU.
The recoverable amount is the higher of fair value less costs
to sell and value in use. In assessing the value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the
risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated
to be less than its carrying amount, the carrying amount of
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
129
the asset (CGU) is reduced to its recoverable amount. An
impairment loss is recognised as an expense immediately,
unless the relevant asset is carried at a re-valued amount, in
which case the impairment loss is treated as a revaluation
decrease to the original historical cost and then as an
expense.
Impairment losses recognised for CGUs to which goodwill
has been allocated are charged initially to the carrying
amount of goodwill. Any remaining impairment loss is
charged pro rata to the other assets in the CGU.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (CGU) excluding goodwill, is
increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed
the carrying amount that would have been determined
had no impairment loss been recognised for the asset
(CGU) in prior periods. A reversal of an impairment loss is
A discontinued operation is a component of the Group’s
business that represents a separate major line of business
or geographical area of operations that has been disposed
of or is held for sale, or is a subsidiary acquired exclusively
with a view to resale. Classification as a discontinued
operation occurs upon disposal or when the operation
meets the criteria to be classified as held for sale, if
earlier. When an operation is classified as a discontinued
operation, the results are presented separately in the
consolidated Financial Statements and the comparative
Income Statement is restated as if the operation had been
Inventories are valued at the lower of cost and net
realisable value. Cost includes the purchase price of the
manufactured products, materials, direct labour and
transport costs. Cost is calculated using the weighted
average cost method. Net realisable value is based on
the estimated selling price less all estimated selling costs.
The Group receives trade discounts and rebates from
suppliers based upon the volume of orders placed in a
given time window. Typical discounts and rebates received
by the Group include early settlement discounts, volume
rebates on inventory purchases and supplier rebates based
on faulty goods. Where there is sufficient certainty that
a discount or rebate will be received in the future that
relates to historical purchases this is reflected in the cost of
inventories. Where the receipt of rebates is uncertain, the
cost of inventories is held at full cost price until the rebate
is received. Recognised rebates are released to the Income
Cash and cash equivalents include cash in hand and
deposits held on call, together with other short-term highly
liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant
Financial assets and financial liabilities are recognised in
the Group’s Balance Sheet when the Group becomes a
party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets
and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in
profit or loss.
Financial assets are derecognised when the contractual
rights to the cash flows from the financial asset expire, or
when the financial asset and substantially all the risks and
rewards are transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expires.
Financial assets and financial liabilities are offset and the
net amount is reported in the Balance Sheet if there is a
currently enforceable legal right to offset the recognised
amounts and there is an intention and ability to settle on
a net basis, to realise the assets and settle the liabilities
simultaneously.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a
significant financing component and are measured at the
transaction price in accordance with IFRS 15, all financial
assets are initially measured at fair value adjusted for
transaction costs (where applicable).
Financial assets, other than those designated and effective
as hedging instruments, are classified into the following
categories:
•
amortised cost
•
fair value through profit or loss (FVTPL)
•
fair value through other comprehensive income (FVOCI)
All income and expenses relating to financial assets that
are recognised in profit or loss are presented within finance
costs or finance income, except for impairment of trade
receivables and amounts due from related parties which
are presented within selling, distribution and administrative
expenses. Impairment losses in respect of credit customer
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
130
receivables are disclosed separately on the face of the
Income Statement.
The Group makes an assessment of the objective of
the business model in which a financial asset is held at
a portfolio level because this best reflects the way the
business is managed and information is provided to
management. The information considered includes:
•
The stated policies and objectives for the portfolio and
the operation of those policies in practice. These include
whether management’s strategy focuses on earning
contractual interest income or realising cash flows from
the sale of assets;
•
How the performance of the portfolio is evaluated and
reported to Group’s management;
•
The risks that affect the performance of the business
model and how those risks are managed;
•
How managers of the business are compensated; and
•
The frequency, volume and timing of sales of financial
assets in prior periods, the reasons for such sales and
expectations about future sales activity.
For the purposes of this assessment, ‘principal’ is defined
as the fair value of the financial asset on initial recognition.
‘Interest’ is defined as consideration for the time value of
money and for the credit risk associated with the principal
amount outstanding during a particular period of time and
for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely
payments of principal and interest, the Group considers the
contractual terms of the instrument. This includes assessing
whether the financial asset contains a contractual term
that could change the timing or amount of contractual
cash flows such that it would not meet this condition. In
making this assessment, the Group considers:
•
contingent events that would change the amount or
timing of cash flows; and
•
terms that may adjust the contractual coupon rate.
Subsequent Measurement of
Financial Assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if
the assets meet the following conditions (and are not
designated as FVTPL):
•
they are held within a business model whose objective
is to hold the financial assets and collect its contractual
cash flows; and
•
the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are measured at amortised
cost using the effective interest method. Discounting is
omitted where the effect of discounting is immaterial. The
Group’s cash and cash equivalents, trade and most other
receivables fall into this category of financial instruments.
Financial assets that are held within a different business
model other than ‘hold to collect’ or ‘hold to collect and
sell’ are categorised at fair value through profit and loss.
Further, financial assets whose contractual cash flows are
not solely payments of principal and interest are accounted
for at FVTPL. All derivative financial instruments fall into
this category, except for those designated and effective
as hedging instruments, for which the hedge accounting
requirements apply (see below).
Assets in this category are measured at fair value with
gains or losses recognised in profit or loss. The fair values
of financial assets in this category are determined by
reference to active market transactions or using a valuation
Financial assets at fair value through other comprehensive
income (FVOCI)
On initial application of IFRS 9 the Group made the
irrevocable election to account for long term financial
assets at fair value through other comprehensive income
(FVOCI) given these are not held for trading purposes. The
election is made on an instrument-by-instrument basis.
Only qualifying dividend income is recognised in profit and
loss; changes in fair value are recognised within OCI and
never reclassified to profit and loss, even if the asset is
impaired, sold or otherwise derecognised.
IFRS 9’s impairment requirements use forward-looking
information to recognise expected credit losses – the
‘expected credit loss (ECL) model’. Instruments within the
scope of the requirements include trade receivables, other
receivables, amounts due from related parties, and loan
commitments and some financial guarantee contracts (for
the issuer) that are not measured at fair value through
In recognising credit losses the Group considers a broad
range of information to assess credit risk and measure
expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that
affect the expected collectability of the future cash flows
of the instrument.
In applying this forward-looking approach, a distinction
is made between:
•
financial assets that have not deteriorated significantly
in credit quality since initial recognition or that have low
credit risk (‘Stage 1’);
•
financial assets that have deteriorated significantly in
credit quality since initial recognition and whose credit
risk is not low (‘Stage 2’); and
•
financial assets where the credit risk has increased to a
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
131
point at which it is considered credit impaired (‘Stage 3’).
‘12-month expected credit losses’ are recognised for the
first category while ‘lifetime expected credit losses’ are
recognised for the second and third categories.
Measurement of the expected credit losses is determined
by a probability-weighted estimate of credit losses over
the expected life of the financial instrument.
Trade receivables
The Group makes use of a simplified approach in
accounting for trade receivables and records the loss
allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering
the potential for default at any point during the life of
the financial instrument. In calculating, the Group uses
its historical experience, external indicators and forward-
looking information to calculate the expected credit losses
using a provision matrix.
Credit customer receivables
12-month ECLs are used for Stage 1 performing assets and
a lifetime ECL is used for Stages 2 and 3. An asset will
move from Stage 1 to Stage 2 when there is evidence of a
significant increase in credit risk since the asset originated
and into Stage 3 when it is credit impaired. Should the
credit risk improve so that the assessment of credit risk at
the reporting date is considered not to be significant any
longer, assets return to an earlier stage in the ECL model.
A financial asset is considered to have experienced a
significant increase in credit risk since initial recognition
where there has been a significant increase in the
remaining lifetime probability of default of the asset. The
Group assumes that the credit risk on a financial asset has
increased significantly if it is more than 30 days past due,
and/or has been placed on an arrangement to pay less
than the standard required minimum payment or has had
interest suspended.
In line with IFRS 9, a financial asset is considered to be
in default when it is more than 90 days past due and/or
when the borrower is unlikely to pay its obligations in full.
Days past due are determined by counting the number of
days since the earliest elapsed due date in respect of which
the minimum payment has not been received. Due dates
are determined without considering any grace period that
might be available to the borrower.
When determining whether the credit risk of a financial
asset has increased significantly since initial recognition
and when estimating ECLs, the Group considers
reasonable and supportable information that is relevant
and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis
based on the Group’s historical experience and informed
credit assessment including forward-looking information.
The key assumptions in the ECL calculations are:
•
Probability of Default (“PD”) - an estimate of the
likelihood of default over 12 months and the expected
lifetime of the debt;
•
Exposure at Default (“EAD”) - an estimate of the
exposure at a future default date, taking into account
expected changes in the exposure after the reporting
date, including repayments of principal and interest,
whether scheduled by the contract or otherwise, and
accrued interest from missed payments; and
•
Loss Given Default (“LGD”) - an estimate of the loss
arising in the case where a default occurs at a given time.
It is based on the difference between the contractual
cash flows due and those that the Group would expect
to receive, discounted at the original effective interest
rate. The key areas of estimation are around the value
that the Group will recover in respect of the defaulted
debt and the timing of such recoveries.
The Group incorporates forward-looking information into
its measurement of ECLs. This is achieved by developing
four potential economic scenarios and modelling ECLs
for each scenario. The outputs from each scenario are
combined; using the estimated likelihood of each scenario
occurring to derive a probability weighted ECL.
Management judgement is required in setting assumptions
around probabilities of default and the weighting of
economic scenarios in particular, which have a material
impact on the results indicated by the ECL model.
IFRS 9
Financial instruments
paragraph 5.5.20 ordinarily
requires an entity to not only consider a loan, but also
the undrawn commitment and the ECL in respect of
the undrawn commitment, where its ability to cancel
or demand repayment of the facility does not limit its
exposure to the credit risk of the undrawn element. However,
the guidance in IFRS 9 on commitments relates only to
commitments to provide a loan (that is, a commitment
to provide financial assets, such as cash) and excludes
from its scope rights and obligations from the delivery of
goods as a result of a contract with a customer within the
scope of IFRS 15
Revenue from contracts
with customers
(that is, a sales commitment). Thus, the sales commitment
(unlike a loan commitment) is not a financial instrument,
and therefore the impairment requirements in IFRS 9 do
not apply until delivery has occurred and a receivable has
been recognised.
Acquired loans that meet the Group’s definition of default
(i.e., those that are more than 90 days past due and/or
when the borrower is unlikely to pay its obligations in full)
at acquisition are treated as purchased or originated
credit-impaired (“POCI”) assets. These assets attract a
lifetime ECL allowance over the full term of the loan, even
when these loans no longer meet the definition of default
post-acquisition. The Group does not originate credit-
impaired loans.
Loss allowances for financial assets are deducted from
the gross carrying amount of the asset. Impairment losses
related to the Group’s credit customers are separately
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
132
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings and
lease liabilities, trade and other payables and derivative
financial instruments.
Financial liabilities are initially measured at fair value, and,
where applicable, adjusted for transaction costs unless
the Group designated a financial liability at fair value
through profit or loss. Subsequently, financial liabilities are
measured at amortised cost using the effective interest
method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently
at fair value with gains or losses recognised in profit or
loss (other than derivative financial instruments that are
designated and effective as hedging instruments).
All interest-related charges and, if applicable, fair value
changes in currency derivative instruments that are
reported in profit or loss are included within finance costs
or finance income. Fair value changes in equity derivative
financial instruments are recognised in investment income
or investment costs. In respect of put and call options, there
are three distinct elements to fair value changes recorded
within investment income and expense:
1.
Premiums received (disclosed within investment
income) - these are cash receipts and represent a
realised profit for the Group irrespective of whether
the option exercises or not. Premiums are recognised
on expiry of the option to which they relate.
2.
Fair value movements (disclosed within investment
income or costs) – these are unrealised gains and losses
arising due to the remeasurement of the derivative
liabilities to fair value whilst the options are open.
3.
Losses on disposal (disclosed within investment
costs) – these represent realised losses being the
difference between the market value of the shares
purchased upon the exercise of options and the cash
consideration paid to the relevant counterparty.
The Group disaggregates these three elements (which
are all presented within investment income and expense
within the Income Statement) in order to provide useful
information to the users of the financial statements. Both
the premiums received and losses on disposal relate to
options that have expired.
Our presentation enables the
users of the financial statements to ascertain the premium
income that has been received in exchange for the Group
selling the right to a counterparty to sell shares to the Group
at a set price. The loss on disposal shows the users of the
financial statements the loss that has arisen as a result of
purchasing shares at a premium to market value.
It is the
Group’s view that each of these line items is sufficiently
material to warrant disclosure of their nature and amount
separately as required by paragraph 97 IAS 1 Presentation
of Financial Statements (“IAS 1”).
Derivative financial instruments are accounted for at fair
value through profit and loss (FVTPL) except for derivatives
designated as hedging instruments in cash flow hedge
relationships, which require a specific accounting treatment.
To qualify for hedge accounting, the hedging relationship
must meet all of the following requirements:
•
there is an economic relationship between the hedged
item and the hedging instrument;
•
the effect of credit risk does not dominate the value
changes that result from that economic relationship;
and
•
the hedge ratio of the hedging relationship is the same
as that resulting from the quantity of the hedged item
that the entity actually hedges and the quantity of the
hedging instrument that the entity actually uses to
hedge that quantity of hedged item.
Written option contracts do not qualify for hedge
accounting and fair value movements are recognised
directly in the Income Statement. For the reporting periods
under review, the Group has designated certain forward
currency contracts and options as hedging instruments in
cash flow hedge relationships. These arrangements have
been entered into to mitigate foreign currency exchange
risk arising from certain highly probable sales and
purchases transactions denominated in foreign currencies.
All derivative financial instruments used for hedge
accounting are recognised initially at fair value and
reported subsequently at fair value in the Balance Sheet.
To the extent that the hedge is effective, changes in the fair
value of derivatives designated as hedging instruments in
cash flow hedges are recognised in other comprehensive
income and included within the cash flow hedge reserve in
equity. The level of ineffectiveness is assessed as part of the
valuation process undertaken at each half year end date.
As part of this we consider the qualitative assessments
that were made on inception, as detailed above, and also
quantitatively measure the ineffectiveness of the hedge.
In order to measure actual ineffectiveness which should
be recorded in profit or loss, a hypothetical derivative is
constructed on each review date to model the change
in the fair value of the hedged item. The terms of the
hypothetical derivative match that of the contract with
a fair value of £nil at inception. Any ineffectiveness in the
hedge relationship is recognised immediately in profit or
loss.
At the time the hedged item affects profit or loss, any gain or
loss previously recognised in other comprehensive income
is reclassified from equity to profit or loss and presented as
a reclassification adjustment within other comprehensive
income. However, if a non-financial asset or liability is
recognised as a result of the hedged transaction, the gains
and losses previously recognised in other comprehensive
income are included in the initial measurement of the
hedged item.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
133
If a forecast transaction is no longer expected to occur, any
related gain or loss recognised in other comprehensive
income is transferred immediately to profit or loss. If the
hedging relationship ceases to meet the effectiveness
conditions or when the relationship no longer meets
the criteria for hedge accounting, hedge accounting is
discontinued and the related gain or loss is held in the
A provision is recognised when the Group has a present
legal or constructive obligation as a result of a past event, it
is probable that an outflow of resources will be required to
settle the obligation and a reliable estimate can be made
of the amount of the obligation.
The Group provides for its legal responsibility for
dilapidation costs in accordance with the terms of lease
agreements, following advice from chartered surveyors
and based on previous experience of exit costs. The
estimated cost of fulfilling the leasehold dilapidations
obligations is discounted to present value and analysed
between non-capital and capital components. The capital
element is recognised as part of the cost of the right-of-use
asset and is depreciated over the life of the asset. The
non-capital element is taken to the Income Statement in
the first year of the lease where the cost it represents is
of no lasting benefit to the Group or its landlord. ‘Wear
and tear’ costs are expensed to the Income Statement.
Provisions for onerous lease contracts are recognised when
the Group believes the unavoidable costs of meeting the
lease obligations exceed the economic benefits expected
to be received under the lease. Legal provisions (including
settlements and court fees) are recognised based on
advice from the Group’s lawyers when it is probable that
there will be an outflow of resources and a reliable estimate
can be made.
Other provisions include management’s best estimate of
restructuring, employment related costs and other claims.
Any reimbursement that the Group is virtually certain to
collect from a third party with respect to the obligation is
recognised as a separate asset. However, this asset may
not exceed the amount of the related provision.
No liability is recognised if an outflow of economic
resources as a result of present obligations is not probable.
Such situations are disclosed as contingent liabilities unless
The Group assesses whether a contract is or contains
a lease, at inception of the contract. Lease liabilities
are measured at the present value of the contractual
payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate
implicit in the lease unless (as is typically the case) this
is not readily determinable, in which case the Group’s
incremental borrowing rate on commencement of the
lease is used. Variable lease payments are only included
in the measurement of the lease liability if they depend on
an index or rate. In such cases, the initial measurement of
the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable
lease payments such as revenue linked property leases
are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease
liability also includes:
•
amounts expected to be payable under any residual
value guarantee;
•
the exercise price of any purchase option granted in
favour of the Group if it is reasonably certain that the
option will be exercised; and
•
any penalties payable for terminating the lease, if the
term of the lease has been estimated on the basis of
the termination option being exercised.
Subsequent to initial measurement, lease liabilities increase
as a result of interest charged at the effective rate on the
balance outstanding and are reduced for lease payments
made.
Right-of-use assets are initially measured at the amount
of the lease liability, reduced for any lease incentives
(payments made by a lessor to a lessee associated with a
lease, or the reimbursement or assumption by a lessor of
costs of a lessee) received or impairment, and increased for:
•
lease payments made at or before commencement
of the lease;
•
initial direct costs incurred; and
•
the amount of any provision recognised where the
Group is contractually required to dismantle, remove or
restore the leased asset, providing it meets the Group’s
property, plant and equipment capitalisation policy.
When an indication of impairment is identified, right-of-use
assets are tested for impairment in accordance with IAS
36 by comparing the recoverable amount (higher of
value in use and fair value less costs of disposal) with its
carrying amount. The right-of-use assets are presented
within property, plant and equipment in the Consolidated
Balance Sheet.
Subsequent to initial measurement, right-of-use assets are
depreciated on a straight-line basis over the remaining
term of the lease or over the remaining economic life of
the asset if this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any
lease (because, for example, it re-assesses the probability
of a lessee extension or termination option being exercised),
it adjusts the carrying amount of the lease liability to reflect
the payments to make over the revised term, which are
discounted at a revised discount rate. The carrying value
of lease liabilities is revised using the original discount
rate when the variable element of future lease payments
dependent on a rate or index is revised. In both cases an
equivalent adjustment is made to the carrying value of the
right-of-use asset, with the revised carrying amount being
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
134
amortised over the remaining (revised) lease term.
When the Group renegotiates the contractual terms of
a lease with the lessor, the accounting depends on the
nature of the modification:
•
if the renegotiation results in one or more additional
assets being leased for an amount commensurate with
the standalone price for the additional rights-of-use
obtained, the modification is accounted for as a
separate lease in accordance with the above policy.
•
in all other cases where the renegotiation increases
the scope of the lease (whether that is an extension
to the lease term, or one or more additional assets
being leased), the lease liability is remeasured using
the discount rate applicable on the modification date,
with the right-of-use asset being adjusted by the same
amount.
•
if the renegotiation results in a decrease in the scope
of the lease, both the carrying amount of the lease
liability and right-of-use asset are reduced by the same
proportion to reflect the partial or full termination of the
lease with any difference recognised in profit or loss.
The lease liability is then further adjusted to ensure its
carrying amount reflects the amount of the renegotiated
payments over the renegotiated term, with the modified
lease payments discounted at the rate applicable on
the modification date. The right-of-use asset is adjusted
The purchase price of the Group’s own shares that it
acquires is recognised as ‘Treasury shares’ within equity.
When shares are transferred out of treasury the difference
between the market value and the average purchase price
of shares sold out of treasury is transferred to retained
An Employee Benefit Trust has been established for the
purposes of satisfying certain share-based awards. The
Group has ‘de-facto’ control over the special purpose entity.
This Trust is fully consolidated within the accounts. The cost
of shares acquired by The Sports Direct Employee Benefit
The Group issues equity-settled share-based payments to
certain Directors and employees. These are measured at
fair value at the date of grant, which is expensed to the
Income Statement on a straight-line basis over the vesting
period, with the corresponding credit going to equity.
Where the terms of an existing scheme are modified and
these modifications increase the number of instruments
granted or the fair value of the payment, the incremental
fair value is recognised from the date of the modification
over the remaining vesting period of the scheme.
Non-market vesting conditions are not taken into account
in determining grant date fair value. Instead, they are taken
into account by adjusting the number of equity instruments
expected to vest. At the end of each reporting period the
Group revises its estimates of the number of options that
are expected to vest based on the non-market vesting and
service conditions. Any revisions, if any, are recognised in
profit and loss with an adjustment to equity.
Fair value is calculated using an adjusted form of the
Black-Scholes model which includes a Monte Carlo
simulation model that takes into account the exercise
price, the term of the option, the impact of dilution (where
material), the share price at grant date and the expected
price volatility of the underlying share, the expected
dividend yield, and the risk-free interest rate for the term of
the scheme. The expected staff numbers used in the model
has been adjusted, based on management’s best estimate,
for the effects of non-transferability, exercise restrictions,
and behavioural considerations.
For cash-settled share-based payment transactions, the
Group measures the services received and the liability
incurred at the fair value of the liability. Until the liability is
settled, the Group remeasures the fair value of the liability
at the end of each reporting period and at the date of
settlement, with any changes in fair value recognised in
the Income Statement for the period.
The credit for the share-based payment charge does not
equal the charge per the Income Statement as it excludes
amounts recognised in the Balance Sheet in relation to the
An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting
all of its liabilities. Equity instruments issued by the Group
are recorded at the value of the proceeds received, net of
functional currency of the Company is also sterling. Foreign
currency transactions are translated into sterling using the
exchange rates prevailing on the dates of the transactions.
Exchange differences of the Company arising on the
settlement of monetary items, and on the retranslation
of monetary items, are included in the Income Statement
Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included
in the Income Statement for the period except for
differences arising on the retranslation of non-monetary
items in respect of which gains and losses are recognised
in other comprehensive income. For such non-monetary
items, any exchange component of that gain or loss is
also recognised directly in other comprehensive income.
Monetary assets and liabilities denominated in foreign
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
135
currencies are translated at the rate of exchange ruling
at the balance sheet date. Non-monetary items that are
measured in terms of historical cost in a foreign currency
are not retranslated. Non-monetary items that are held at
valuation are translated at the foreign exchange rate at
the date of the valuation.
On consolidation, the assets and liabilities of foreign
operations which have a functional currency other than
sterling are translated into sterling at foreign exchange
rates ruling at the balance sheet date. The revenues
and expenses of these subsidiary undertakings are
translated at average rates applicable in the period. All
resulting exchange differences are recognised in other
comprehensive income and documented in a separate
component of equity.
When a foreign operation is sold, the cumulative exchange
differences that have been recognised as a separate
component of equity are reclassified from equity to the
Income Statement when the disposal is recognised.
In order to mitigate its exposure to certain foreign exchange
risks, the Group enters into forward and option contracts
(see Chief Executive’s Report and Business Review and the
Dividends are recognised as a liability in the Group’s
Financial Statements and as a deduction from equity in
the period in which the dividends are declared. Where
such dividends are proposed subject to the approval of
shareholders, the dividends are regarded as declared once
shareholder approval has been obtained and they are no
In preparing the Financial Statements, the Board considers
both quantitative and qualitative factors in forming its
judgements, and related disclosures, and are mindful of
the need to best serve the interests of its stakeholders
and to avoid unnecessary clutter borne of the disclosure
of immaterial items.
In making this assessment the Board considers the nature
of each item, as well as its size, in assessing whether any
disclosure omissions or misstatements could influence the
The Group’s obligation in respect of defined benefit
pension plans is calculated by estimating the amount of
future benefit that employees have earned in return for
their service in the current and prior periods; that benefit is
discounted to determine its present value, and the fair value
of any plan assets (at bid price) is deducted. The Group
determines the net interest on the net defined benefit asset/
liability for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of
the annual period to the net defined benefit asset/liability.
The discount rate is the yield at the reporting date on bonds
that have a comparable credit rating to that of the Group
and that have maturity dates approximating to the terms
of the Group’s obligations and that are denominated in
the currency in which the benefits are expected to be paid.
Remeasurements arising from defined benefit pension
plans comprise actuarial gains and losses and the return
on plan assets (excluding interest). The Group recognises
them immediately in other comprehensive income and all
other expenses related to defined benefit pension plans
in employee benefit expenses in the Consolidated Income
Statement.
The Group also provides defined contribution arrangements.
The costs associated with these schemes are recognised in
Share buybacks
Share buybacks are undertaken from time to time.
Shares purchased are typically held as Treasury shares
at the total consideration paid or payable. The Group
also uses contingent share purchase contracts and
irrevocable closed period buyback programmes; the
obligation to purchase shares is recognised in full at the
inception of the contract, even when that obligation is
conditional on the share price. Any subsequent reduction
in the obligation caused by the expiry or termination of
a contract is credited back to equity at that time. No
gain or loss is recognised on the purchase, sale, issue
or cancellation of the Group’s own equity instruments.
Total return swaps
Where the Group enters into total return equity swaps,
whereby it transfers shares in equity investments
to a third party in exchange for cash consideration,
whilst substantially retaining the risks and rewards of
ownership of the shares, the relevant financial assets are
not derecognised, and a corresponding financial liability
is recognised within derivative and other financial
liabilities. Cashflows relating to these transactions are
recorded within cashflows from financing activities in
the consolidated cashflow statement.
and Amendments Adopted By The Group
TThe Group has not early adopted any new accounting
standard, interpretation or amendment that has been
issued but is not effective. The Group has applied for the
first time the following new standards:
•
Lack of Exchangeability - Amendments to IAS 21
By adopting the above, there has been no material impact
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
136
(“Standards”) In Issue But Not Yet Effective
At the date of authorisation of these consolidated Financial
Statements, standards, interpretations and amendments
that became effective in the current financial year have not
had a material impact on the consolidated Group financial
statements. The Group has not applied any standards,
interpretations or amendments that have been issued but
are not yet effective.
IFRS 18 ‘Presentation and disclosure in financial statements’
is effective for periods commencing from 1 January 2027.
The impact of the standard is under assessment and is
expected to have a material impact on the presentation
of the Consolidated Income Statement in future years.
The Group will apply the standard for the first time in the
interim financial statements for the period ending October
2027 and subsequent annual financial statements.
Other accounting standards and revisions that have been
issued but are not yet effective are not expected to have
a material impact on the Group.
On 11 July 2023, rules were enacted to ensure large
multi-national groups pay a minimum level of corporation
tax in respect of all countries where they operate (known
as “Pillar 2”).
These came into effect for the Group from 1
May 2024.
Based on the Group’s current business and tax
profile, the implement of Pillar 2 legislation will not have a
material impact on the Group’s tax rate or tax payments.
The estimated additional potential cost based on under
the known Pillar 2 principles is approx. £0.3m (FY25: £0.5m).
The Group has applied the exception under IAS 12 to
recognising and disclosing information about deferred
Coventry Arena
The Group completed the disposal of the Coventry Arena
business on 23 August 2025 by way of selling the entire
share capital of Coventry Arena Opco Limited, Coventry
Arena Propco Limited, Coventry Arena Retail Limited
and Coventry Arena Ipco Limited to Covcityco LTD. In
accordance with IFRS 5.32, management considered that
Coventry constituted a separate major line of business that
had been disposed of and that it therefore met the criteria
to be classified as a discontinued operation. Consequently,
its results for the current period have been presented
separately as a single line item within the Consolidated
Income Statement. The prior period results have been
AND ESTIMATES
Climate Change
We have considered the potential impact of climate
change in preparing these financial statements.
Tackling climate change is a global imperative. Measures
which support climate change initiatives and our
wider ESG agenda continue to be key components of
our strategic direction, supporting sustainability, the
broader social agenda and consumer choice.
The risks
associated with climate change have been deemed to
be arising in the medium to long term, however we are
working to mitigate these risks as detailed within the
TCFD section of this annual report.
We have considered climate change as part of our
cash flow projections within going concern, impairment
assessments and viability, and the impact of climate
change is not deemed to have a significant impact on
these assessments currently and therefore they are not
deemed to be a key source of estimation uncertainty. The
Group will continue to monitor the impacts of climate
change over the coming years.
The critical accounting estimates and judgements made
by the Group regarding the future or other key sources of
estimation, uncertainty and judgement that may have a
significant risk of giving rise to a material adjustment to
the carrying values of assets and liabilities within the next
financial period are:
Critical Accounting Judgements
Determining Related Party Relationships
Management determines whether a related party
relationship exists by assessing the nature of the relationship
by reference to the requirements of IAS 24, Related Party
Disclosures. This is in order to determine whether significant
influence exists as a result of control, shared directors or
parent companies, or close family relationships. The level
at which one party may be expected to influence the other
is also considered for transactions involving close family
relationships.
Control and Significant Influence Over
Certain Entities
Under IAS 28
Investments in Associates and Joint Ventures
(“IAS 28”), if an entity holds 20% or more of the voting
power of the investee, it is presumed that the entity has
significant influence, unless it can clearly demonstrate that
this is not the case. Similarly, where an entity holds less
than 20% of the voting power, it is presumed that the
investing entity does not have significant influence.
In assessing the level of control that management has
over certain entities, management will consider the various
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
137
aspects that allow management to influence decision
making. This includes the level of share ownership, board
membership, the level of investment and funding and the
ability of the Group to influence operational and strategic
decisions and affect its returns through the exercise of such
influence. If management were to consider that the Group
does have significant influence over these entities, then
the equity method of accounting would be used and the
percentage shareholding multiplied by the results of the
investee in the period would be recognised in profit or loss.
Shareholdings in investees greater than 20%
Mulberry Group plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
•
There is no effective participation in decision making
and strategic processes, including decisions about
dividends or other distributions. In this regard, it was
noted that there is another shareholder (Challice
Limited) who owns over 50% of the shares.
•
There have been no material transactions between the
Group and the investee.
•
There has been no interchange of managerial personnel.
•
Management note that a representative of the Group
was appointed to the board of Mulberry during the
current period. Whilst representation on the board
of directors is an indicator of significant influence,
management conclude that, in this instance, it has
not yet given rise to significant influence due to the
make-up of the rest of the board and the presence of
a majority shareholder. Management also note that the
sharing of information received by the representative,
in his role as a director, is governed by formal controls.
Thus, management have not been able to evidence
significant influence in decision making and strategic
processes. This position will be kept under review.
ASOS plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
•
The Group does not have any representation on the
board of directors.
•
There is no participation in decision making and
strategic processes, including participation in decisions
about dividends or other distributions. In this regard,
it was noted that there is another shareholder with a
larger shareholding than the Group.
•
There have been no material transactions between the
Group and the investee.
•
There has been no interchange of managerial personnel.
•
No non-public essential technical management
information is provided by the investee.
AO World plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
•
The Group does not have any representation on the
board of directors.
•
There is no participation in decision making and
strategic processes, including participation in decisions
about dividends or other distributions. It was noted that
there are a number of other shareholders who hold
large investments comparable to the Group’s. These
include John Roberts (the founder of the business) who
remains a board director and currently holds 17.5%
of the voting rights, and also Camelot Capital who
hold 20.4% of the voting rights. In combination, these
other large shareholders could block any resolutions
proposed by the Group.
•
There have been no material transactions between the
Group and the investee.
•
There has been no interchange of managerial personnel.
•
No non-public essential technical management
information is provided by the investee.
Boohoo Group plc
Management consider that the Group did not have
significant influence at any point in the current or prior
periods for the following reasons:
•
The Group does not have any representation on the
board of directors. The Group attempted to get directors
appointed to the Board during FY25, but these attempts
were rebuffed.
•
There is no participation in decision making and
strategic processes, including participation in decisions
about dividends or other distributions. It was noted that
the Kamani family holds 22.8% of voting rights in the
company and that the two founders of the group are
members of the board of directors. These individuals
run the business on a day-to-day basis and the Group’s
management do not consider that they exert significant
influence on them.
•
There have been no material transactions between the
Group and the investee.
•
There has been no interchange of managerial personnel.
•
No non-public essential technical management
information is provided by the investee.
Four (Holdings) Limited
The Group holds 49% of the share capital of Four (Holdings)
Limited which is accounted for as an associate using the
equity method. The Group does not have any representation
on the board of directors and no participation in decision
making about relevant activities such as establishing
operating and capital decisions, including budgets,
appointing or remunerating key management personnel
or service providers and terminating their services or
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
138
employment. However, in prior periods the Group has
provided Four (Holdings) Limited with a significant loan.
At the reporting date, the amount owed by Four (Holdings)
Limited for this loan totalled £15.0m (FY25: £22.5m), being
£6.8m (FY25: £6.3m) net of amounts recognised in respect
of loss allowance. The Group is satisfied that the existence
of these transactions provides evidence that the entity has
significant influence over the investee but in the absence
of any other rights, in isolation it is insufficient to meet the
control criteria of IFRS 10, as the Group does not have
power over Four (Holdings) Limited.
Kangol LLC
The Group holds 49% of the share capital of Kangol LLC.
Management considers the Group to have significant
influence by virtue of its holding more than 20% of the
voting power of the investee, but not control since Bollman,
the entity to which the majority shareholding was sold in
FY26, holds 51% of total voting rights. Consequently, the
Group’s 49% shareholding has been accounted for as an
associate under IAS 28.
Hudson Holdings (“Hudson”)
The Group acquired a 41.8% holding in Hudson during FY25.
This holding is accounted for as an associate under IAS 28
as the Group exhibits significant influence over the investee,
including over strategic decision making.
Hugo Boss
The Group holds 25.01% of the share capital of HUGO BOSS
AG at the period end. On 16 May 2025 Michael Murray, CEO
of Frasers Group plc, was appointed to the Supervisory
Board of Hugo Boss AG. In combination with the Group’s
existing shareholding of 19.25% of the total share capital at
that date and in the absence of shareholder arrangements
restricting the Group’s ability to participate in financial and
operating policy decisions, direct representation on the
board of directors lead management to conclude that
significant influence over Hugo Boss AG existed from this
date and therefore has been accounted for as an associate
under IAS 28.
Accent
In May 2025 the Group entered into a long-term partnership
with Accent, with Accent Group committing to open 50
Sports Direct retail stores and Frasers Group committing
to increase its shareholding to 19.9%. A representative
of the Group was also serving on the board of Accent.
Management consider that the Group had significant
influence over the investee from the point of the long-term
partnership in May 2025 and Accent has been accounted
for as an associate under IAS 28 from that date.
Cash Flow Hedging
The Group uses a range of forward and option contracts
that are entered into at the same time; they are in
contemplation with one another and have the same
counterparty. A judgement is made in determining whether
there is an economic need or substantive business purpose
for structuring the transactions separately that could not
also have been accomplished in a single transaction.
Management are of the view that there is a substantive
distinct business purpose for entering into the options and
a strategy for managing the options independently of the
forward contracts. The forward and options contracts are
therefore not viewed as one instrument; accordingly hedge
accounting for the forwards is permitted.
Under IFRS 9 in order to achieve cash flow hedge accounting,
forecast transactions (primarily EUR denominated sales
and USD denominated purchases) must be considered
to be highly probable. The hedge must be expected to
be highly effective in achieving offsetting changes in
cash flows attributable to the hedged risk. The forecast
transaction that is the subject of the hedge must be highly
probable and must present an exposure to variations in
cash flows that could ultimately affect profit or loss.
The Directors have reviewed the detailed forecasts and the
growth assumptions within them and are satisfied that the
forecasts on which the cash flow hedge accounting has
been based meet the criteria per IFRS 9 as being highly
probable forecast transactions. Should the forecast levels
not pass the highly probable test, any cumulative fair
value gains and losses in relation to either the entire or
the ineffective portion of the hedged instrument would be
recognised in the Consolidated Income Statement.
The Directors consider various factors when determining
whether a forecast transaction is highly probable. These
factors include detailed sales and purchase forecasts by
channel, geographical area and seasonality, conditions in
target markets and the impact of expansion in new areas.
Management also consider any change in alternative
customer sales channels that could impact on the hedged
transaction.
If the forecast transactions were determined to be
not highly probable and all hedge accounting was
discontinued, amounts in the Hedging reserve of up to
£4.3m (FY25: £7.5m) would be shown in Finance Cost (FY25:
Finance Income).
Classification of investment properties
Upon the acquisition of a property, management
perform an assessment of the rationale for holding the
property in line with IAS 40. This assessment includes a
consideration of current use, future plans for the property
and the strategy employed by the Group in managing
the property. Management applies judgement in the
consideration of whether or not it is feasible to sell or let
parts of the property under a finance lease, whether this
is commercially viable in the relevant marketplace, and
whether or not any owner-occupied portion is insignificant.
During the current period, the Group acquired five
properties (FY25: seven), all of which met the criteria to be
classified as investment properties and were considered
to be non-separable, with either insignificant or no
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
139
owner-occupied portions.
Key Estimates
Inventory provisioning
The Group carries significant amounts of inventory, against
which there are provisions for expected losses to be incurred
in the sale of slow moving, obsolete and delisted products.
At 26 April 2026, a provision of £150.9m (FY25: £146.8m) was
held against a gross inventory value of £1,430.7m (FY25:
£1,275.1m).
In assessing the level of provision required, management
has applied its experience and industry knowledge to divide
the core UK inventory holding into separate categories
based on internal management classifications and
behavioural characteristics, taking account of experience
by fascia and segment, as follows:
•
Continuity inventory – inventory that is considered
to be perennial and therefore exhibits limited risk of
obsolescence.
•
Current season inventory – inventory that has been
purchased specifically for seasons in the current
calendar year and future years.
•
Out of season inventory (including inventory previously
classified as continuity) – inventory that has moved out
of the two categories above because of its age, range
development or because it is being sold at below cost
to clear warehouse/store space.
An adjusted rate of loss is then calculated based on losses
incurred on the sale of out of season inventory over the
past three years (being management’s assessment of
the time taken to clear through out of season inventory),
with any inventory remaining on hand after three years of
being classified as out of season being assumed to require
a 100% provision rate. The historical rate is sensitised to
reflect management’s best estimate of future performance
by making assumptions around changes to sales prices
achieved on the sale of out of season inventory vs.
those achieved in the past three years and the level of
inventory remaining after three years of being classified
as out of season. In the current period, management
have estimated that selling prices will need to reduce by
a further 5% (FY25: 5%) to clear an equivalent volume of
out of season inventory and that approximately two times
(FY25: two times) as much Premium Lifestyle out of season
inventory will remain on hand at the end of the three-year
period of assessment than has typically been the case
historically, requiring a 100% provision rate, reflecting the
different profile of this inventory to Sports inventory. The
assumptions related to selling prices and the volume of
Premium Lifestyle out of season inventory that will remain
on hand reflect management’s best estimates based on
performance seen in the past 12 months.
In addition, management has applied a provision rate of
100% against a portion of the inventory holding that is
either currently being sold at a loss or exhibits an unusually
high level of obsolescence risk. The 100% provision rate
reflects the costs associated with clearing and disposing
of this inventory. Consideration is also given to a provision
to reflect an element of shrinkage (due to inventory loss
in stores or warehouses) that will be present in the closing
inventory figure based on average rates of shrinkage and
average inventory turn rates.
The adjusted rate of loss is applied to the gross value of
inventory in each of the categories above as follows:
•
Continuity inventory – the adjusted loss rate is applied
to 15% (FY25: 30%) of the gross holding (representing
the proportion of inventory in this category that is
expected to roll into the out of season category based
on historical experience and anticipated future trends).
•
Current season inventory – the adjusted loss rate
is applied to 35% (FY25: 30%) of the gross holding
(representing the proportion of inventory in this category
that is expected to roll into the out of season category
based on historical experience and anticipated future
trends).
•
Out of season inventory (including inventory previously
classified as continuity) - the adjusted loss rate is applied
to the whole population, excluding those specific items
that carry a 100% provision rate based on the analysis
detailed above.
The provisioning calculations require a high degree
of judgement, given the significant level of estimation
uncertainty in the roll rates between classifications, as well
as the use of estimates around future sales prices and the
remaining inventory holding for out of season inventory.
Sensitivity analysis relating to these key assumptions and
its impact upon the core UK inventory holding (which
makes up the most significant part of the Group’s inventory
holding) is set out below.
% of inventory rolling into out of season category | |
Base assumption | 35% |
Sensitised assumption | 30%/40% |
(Decrease)/increase to provision | (£1.0m)/£1.0m |
% of inventory ending continuity category | |
Base assumption | 15% |
Sensitised assumption | 20%/ 10% |
Increase/(decrease) to provision | £2.1m/(£2.1m) |
Decrease in sales prices on out of season inventory | |
Base assumption | 5% |
Sensitised assumption | 10%/ 0% |
Increase/(decrease) to provision | £4.5m/(£6.8m) |
Increase in out of season Premium Lifestyle inventory on hand after three years | |
Base assumption | 2 times historical rate |
Sensitised assumption | 3 times historical rate/1 times |
historical rate | |
Increase/(decrease) to provision | £2.8m/(£2.8m) |
These sensitivities reflect management’s assessment of
reasonably possible changes to key assumptions which
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
140
could result in adjustments to the level of provision within
the next financial year. The sensitivities disclosed above
have been calculated specifically in relation to the Group’s
UK inventories holding.
The Group also holds inventories in a number of non-UK
locations. As the Group’s retail operations are fundamentally
comparable across the world, the values derived from the
calculations detailed above for the UK are deemed to be
appropriately representative of the risk profile for other
locations. £57.7m (FY25: £29.6m) of the total inventory
provision recognised in the period arises in relation to
non-UK holdings. Management does not consider material
estimation uncertainty to arise in relation to this element
of the provision, noting that the increase in the period
can be attributed to inventory balances acquired as a
consequence of business combination transactions in the
period, see note 33.
Dilapidations – note 28
The Group provides for its legal responsibility for
dilapidation costs following advice from chartered
surveyors and previous experience of exit costs (including
strip out costs and professional fees). Management do not
consider these costs to be capital in nature and therefore
dilapidations are not capitalised, except for in relation to
the sale and leaseback of Shirebrook for which a material
dilapidations provision was capitalised in FY20.
Management calculates its best estimate of the provision
required by reference to the proportion of closed stores
for which a dilapidation cost is likely to be incurred, based
on past experience, and an estimate for the level of costs
based on advice from chartered surveyors. The annual
movement in the dilapidations provisions is considered
immaterial.
Sensitivity analysis to changes in key assumptions is as
follows:
% of stores where a | ||
Estimated cost per | dilapidation cost is | |
sq. ft. | incurred | |
Base assumption | £18.10 | 20% |
Sensitised assumption | £19.10/£17.10 | 25%/15% |
Increase to provision | £1.8m | £6.5m |
(Decrease) to provision | (£1.8m) | (£6.5m) |
Legal and regulatory provisions – note 28
Provisions are made for items where the Group has
identified a present legal or constructive obligation arising
as a result of a past event, it is probable that an outflow
of resources will be required to settle the obligation and
a reliable estimate can be made of the amount of the
obligation.
Legal and regulatory provisions reflect management’s best
estimate of the potential costs arising from the settlement
of outstanding disputes of a commercial and regulatory
nature. A substantial portion of the amounts provided
relates to ongoing legal claims and non-UK tax enquiries.
Management have made a judgement to consider all
claims collectively given their similar nature. In accordance
with IAS37.92, management have concluded that it would
prejudice seriously the position of the entity to provide
further specific disclosures in respect of amounts provided
for non-UK tax enquiries and legal claims.
Other Receivables and Amounts Owed by
Related Parties
Other receivables and amounts owed by related parties are
stated net of provision for any impairment. Management
have applied estimates in assessing the recoverability
of working capital and loan advances made to investee
companies. Matters considered include the relevant
financial strength of the underlying investee company to
repay the loans, the repayment period and underlying
terms of the monies advanced, forecast performance of
the underlying borrower, and where relevant, the Group’s
intentions for the companies to which monies have
been advanced. Management have applied a weighted
probability to certain potential repayment scenarios, with
the strongest weighting given to expected default after
two years.
IFRS 16 lease liabilities and right-of-use
assets
Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease
term, with the discount rate determined by reference to
the rate implicit in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group’s
incremental borrowing rate on commencement of the
lease is used. Right-of-use assets are initially measured at
the amount of the lease liability adjusted for those items
detailed in note 1.
IFRS 16 defines the lease term as the non-cancellable
period of a lease together with the options to extend or
terminate a lease, if the lessee were reasonably certain to
exercise that option. The Group will assess the likelihood of
extending lease contracts beyond the break date by taking
into account current economic and market conditions,
current trading performance, forecast profitability and
the level of capital investment in the property.
IFRS 16 states that the lease payments shall be discounted
using the lessee’s incremental borrowing rate where the
rate implicit in the lease cannot be readily determined.
Accordingly, all lease payments have been discounted
using the incremental borrowing rate (IBR). The IBR has
been determined by using a credit rating for the Group
which is used to obtain market data on debt instruments
for companies with the same credit rating; this is split by
currency to represent each of the geographical areas the
Group operates within and adjusted for the lease term.
The weighted average discount rates based on incremental
borrowing rates used throughout the period across the
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
141
Group’s lease portfolio are shown below. The discount rate
for each lease is dependent on lease start date, term and
location. Additional categories have been included in the
below to reflect new leasehold estates arising from business
combination transactions conducted in the period.
Lease Term |
Rest of |
South |
||||
FY26 |
UK |
Europe |
World |
Africa |
Norway |
Sweden |
Up to 5 years |
2.6% - |
1.0% - |
4.5% - |
9.4% - |
4.6% - |
3.1% - |
5.7% |
4.0% |
6.0% |
10.4% |
4.6% |
4.1% |
|
Greater than |
||||||
5 years and |
2.0% - |
3.0% - |
4.7% - |
10.1% - |
5.0% - |
3.1% - |
up to 10 |
5.7% |
4.1% |
4.7% |
11.9% |
5.0% |
4.3% |
years |
||||||
Greater than |
||||||
10 years and |
2.0% - |
0.5% - |
5.1% |
10.9% - |
5.3% - |
3.5% - |
up to 20 |
5.8% |
4.1% |
13.0% |
6.2% |
3.5% |
|
years |
||||||
Greater than |
2.2% - |
0.5% - |
5.4% |
14.5% - |
5.7% - |
4.2% - |
20 years |
5.9% |
4.1% |
14.5% |
6.5% |
5.0% |
Lease Term |
|||
FY25 |
UK |
Europe |
Rest of World |
Up to 5 years |
1.4% - 5.7% |
0.3% - 4.0% |
1.5% - 6.0% |
Greater than |
|||
5 years and |
|||
up to 10 |
2.0% - 5.7% |
0.5% - 4.0% |
2.4% - 5.7% |
years |
|||
Greater than |
|||
10 years and |
|||
up to 20 |
2.2% - 5.8% |
0.8% - 4.0% |
2.9% - 5.9% |
years |
|||
Greater than |
|||
20 years |
2.5% - 5.9% |
1.1% - 4.1% |
3.5% - 6.1% |
An asset is impaired when the carrying amount exceeds
its recoverable amount. Equally, previous impairments
are reversed when the recoverable amount exceeds the
carrying amount and there are previous impairments
against the asset. IAS 36 defines recoverable amount as
the higher of an asset’s or cash-generating unit’s fair value
less costs of disposal and its value in use. The Group has
determined that each store is a separate CGU.
a)
IFRS 16 right-of-use assets and associated plant and
equipment
The recoverable amount is calculated based on the Group’s
latest forecast cash flows which are then extrapolated to
cover the period to the break date of the lease taking
into account historic performance and knowledge of
the current market, together with the Group’s views on
future profitability of each CGU. The key assumptions in
the calculations are the sales growth rates, gross margin
rates, changes in the operating cost base and the pre-tax
discount rate derived from the Group’s weighted average
cost of capital using the capital asset pricing model,
the inputs of which include a risk-free rate, equity risk
premium and a risk adjustment (Beta). Given the number
of assumptions used, the assessment involves significant
estimation uncertainty.
In the period, a net impairment charge has been recognised
for the amount of £1.1m (FY25: a net reversal £5.0m). This
is broken down as follows:
•
£0.5m net impairment charge (FY25: reversal £6.2m)
against right-of-use assets; and
•
£0.6m impairment charge (FY25: £1.2m) against plant
and equipment.
The key assumptions, which are equally applicable to
each CGU, in the cash flow projections used to support
the carrying amount of the right of use asset are consistent
with the cashflow projections for the freehold land and
buildings impairment assessment.
A sensitivity analysis has been performed in respect of sales,
margin, the new store exemption and operating costs as
these are considered to be the most sensitive of the key
assumptions:
Impact of change in |
Impairment increase |
|
Forecast: |
assumption: |
/ (decrease) (£'m) |
Sales decline year 1 |
10% improvement to |
(1.8) |
10% increase |
||
Sales decline year 1 |
10% reduction to 10% |
4.8 |
decrease |
||
Existing gross margin |
||
year 1 > 40% |
100bps – improvement |
(0.6) |
Existing gross margin |
||
year 1 > 40% |
100bps – reduction |
0.6 |
New store exemption (1) |
Change from 1 to 2 |
|
years |
(0.2) |
|
Operating costs |
Change from 2% to |
|
increase year 1 |
4% |
0.4 |
(1)
Stores which have been open for less than one year are not reviewed for impairment.
Management do not consider that a trading performance in the first year that is worse than
an appraisal forecast constitutes an indicator of impairment. Management also notes that new
stores can take up to a year to develop an established trading pattern. Stores trading for less than
one year are still reviewed for impairment if there are other significant indicators of impairment
present such as a deterioration in local market conditions. This has changed in the current period
from a two-year exemption to a one-year exemption, the impact is not material as shown above.
b)
Freehold land and buildings, long-term leasehold and
associated plant and equipment
Freehold land and buildings and long-term leasehold
assets are assessed at each reporting period for as to
whether there is any indication of impairment or reversal
in line with IAS 36.
Key triggers considered by management include store (i.e.,
CGU) EBITDA showing a material year-on-year movement,
significant changes in property valuations, and whether
any new, wider economic factors may impact the forecast
performance. Based on the criteria set by management, a
charge of £16.8m (FY25: net reversal £4.6m) was recorded
for the current period due to certain properties performance
against forecasted results. This is broken down as follows:
•
£nil (FY25: reversal of £2.7m) against freehold land and
buildings and £nil (FY25: reversal of £0.7m) in relation
to long leasehold properties; and
•
£16.8m impairment charge (FY25: reversal £1.2m)
against plant and equipment.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
142
Value In Use (VIU)
The value in use is calculated based on five-year cash flow
projections. These are formulated by using the Group’s
forecast cash flows for each individual CGU, taking into
account historic performance of the CGU, and then
adjusting for the Group’s current views on future profitability
for each CGU. The key assumptions in the calculations
are the sales growth rates, gross margin rates, changes
in the operating cost base and the pre-tax discount rate
derived from the Group’s weighted average cost of capital
using the capital asset pricing model, the inputs of which
include a risk-free rate, equity risk premium and a risk
adjustment (Beta). Given the number of assumptions used,
the assessment involves significant estimation uncertainty.
The key assumptions, which are equally applicable to
each CGU, in the cash flow projections used to support
the carrying amount of the freehold land and buildings
were as follows:
Key assumptions | |||||
| FY26 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 |
Sales decline | 0% | 0% | 0% | 0% | 0% |
Existing gross | |||||
margin > 40% | 0bps | 0bps | 0bps | 0bps | 0bps |
| Operating costs | |||||
increase per annum | 2% | 2% | 2% | 2% | 2% |
Discount rate | 10.4% | 10.4% | 10.4% | 10.4% | 10.4% |
Terminal growth rate | |||||
of 2% |
Properties purchased within one year, or stores that have not traded for
one year, are not reviewed for impairment.
Key assumptions | |||||
FY25 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 |
Sales decline | -1% | -1% | -1% | -1% | -1% |
Existing gross | |||||
margin > 40% | -50bps | -25bps | 0bps | 0bps | 0bps |
Operating costs | |||||
increase per annum | 2% | 2% | 2% | 2% | 2% |
Discount rate | 10.6% | 10.6% | 10.6% | 10.6% | 10.6% |
Terminal growth rate
of 2%
Properties purchased within one year, or stores that have not traded for
one year, are not reviewed for impairment.
Movements in the key assumptions between periods
reflect prevailing macroeconomic trends and the trends
experienced in most recent performance.
A sensitivity analysis has been performed in respect of
sales, margin and operating costs as these are considered
to be the most sensitive of the key assumptions.
Impairment increase | ||
Forecast: | Impact of: | / (decrease) (£'m) |
Sales decline year 1 | 10% improvement to | (9.3) |
10% sales increase | ||
Sales decline year 1 | 10% reduction to 10% | |
sales decline | 7.0 | |
Existing gross margin | ||
year 1 > 40% | 100bps – improvement | (2.1) |
Existing gross margin | ||
year 1 > 40% | 100bps – reduction | 2.1 |
Operating costs | Change from 2% to | |
increase year 1 | 4% | 1.6 |
The reasonably possible movements in the assumptions listed above do not result in a change in the reversals indicated.
Fair value less costs of disposal
For those CGUs where the value in use is less than the carrying value of the asset, the fair value less costs of disposal
has been determined using both external and internal market valuations. This fair value is deemed to fall into Level 3 of
the fair value hierarchy as per IFRS 13. The property portfolio consists of vacant, Frasers Group occupied and third party
tenanted units; one property can include all three types. The following valuation methodology has been adopted for each:
Scenario | Valuation methodology | Key assumptions |
Vacant units | Estimated Rental Value (ERV) and suitable reversionary yield applied | Void period and rent-free band – four bands |
to reflect the market to generate a net capital value. A deduction to | applied depending on circumstances: | |
the capital value generated is then made based on the void period | • 1 year void, 1 year rent free; or | |
| with applicable rates payable for the unit and rent-free incentive. | • 1 year void, 2 years rent free; or | |
• 2 years void, 2 years rent free; or | ||
• 2 years void, 3 years rent free. | ||
Yield bands – ranging from 8.0% - 20.1% | ||
Frasers Group occupied | Will be assumed the unit is vacant given there is no legally | Void period and rent-free band – four bands |
binding inter-company agreement in place. Therefore, a void | applied depending on circumstances: | |
and rent-free incentive period assumed, the cost amount then | • 1 year void, 1 year rent free; or | |
deducted from the capital value generated by the ERV and | • 1 year void, 2 years rent free; or | |
reversionary yield. Although we consider the commercial reality | • 2 years void, 2 years rent free; or | |
is that fair value less costs to sell will be higher than vacant | • 2 years void, 3 years rent free. | |
possession, this very conservative assumption is in line with both | Yield bands – ranging from 8.0% - 20.1% | |
technical accounting rules and that of our management experts. | ||
Third party tenanted | An ERV is applied using a percentage band on the passing rent. An | ERV is applied reflecting the market for the |
appropriate reversionary yield is applied reflecting the risk of tenant | applicable unit. An appropriate reversionary yield is | |
and renewal to generate a capital value. This will also provide a net | applied reflecting the risk of tenant and renewal to | |
initial yield based off the current passing rent. | generate a capital value. This will also provide a net | |
initial yield based off the current passing rent. |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
143
A 10% increase in the market valuation amounts used in
the impairment/reversal calculations would result in a £nil
impact on the impairment charge (FY25: £nil).
The total recoverable amount of the assets that were
impaired at the period end was £13.5m (FY25: £82.3m), with
£nil (FY25: £nil) of this being based on their fair value less
costs of disposal and £13.5m (FY25: £82.3m) being based
on their value in use. Sensitivities on the key unobservable
Onerous Lease Provisions
IAS 37 defines a contract as onerous when the unavoidable
costs of meeting the obligations under the contract
exceed the economic benefits expected to be received
under it. The unavoidable costs under a contract reflect
the lowest net cost of exiting from the contract, which is
the lower of the cost of fulfilling it and any compensation
or penalties arising from failure to fulfil it. Accordingly, the
Group provides for the future unavoidable costs that will
be incurred under the lease obligations at the present date
when the outflow of future economic benefits is deemed
probable.
The Group has determined that each store is a separate
CGU and assess the profitability of lease contracts
by taking into account current economic and market
conditions, current trading performance and forecast
profitability over the remaining life of the lease.
The key assumptions in the calculations are the sales
growth rates, gross margin rates, changes in the operating
cost base and the discount rate used. During the period,
net reversal of provisions amounted to £1.0m (FY25: £8.8m).
A sensitivity analysis has been performed in respect of sales,
margin, the new store exemption and operating costs as
these are considered to be the most sensitive of the key
assumptions:
Impact of change in |
Reversal increase / |
|
Forecast: |
assumption: |
(decrease) (£'m) |
Sales decline year 1 |
10% improvement to 10% |
|
increase |
4.4 |
|
Sales decline year 1 |
10% reduction to 10% |
|
decrease |
(11.4) |
|
Existing gross |
||
margin year 1 > 40% |
100bps – improvement |
0.6 |
Existing gross |
||
margin year 1 > 40% |
100bps – reduction |
(0.8) |
New store |
||
exemption (1) |
Change from 1 to 2 years |
1.5 |
Operating costs |
||
increase year 1 |
Change from 2% to 4% |
(1.2) |
(1)
Stores which have been open for less than one year are not reviewed for impairment.
Management do not consider that a trading performance in the first year that is worse than
an appraisal forecast constitutes an indicator of impairment. Management also notes that
new stores can take up to a year to develop an established trading pattern. Stores trading
for less than one year are still reviewed for impairment if there are other significant indicators
of impairment present such as a deterioration in local market conditions. This has changed
in the current period from a two-year exemption to a one-year exemption, the impact is
not material as shown above.
Investment Property Valuations
Investment properties valued by the Group’s internal
property team are valued on an open market basis based
on active market prices adjusted for any differences in
the nature, location or condition of the specified asset
such as plot size, encumbrances and current use. If
this information is not available, alternative valuation
methods are used such as recent prices on less active
markets, or discounted cashflow projections.
The market value of the investment properties is also
supported by comparison to that produced using the
valuation methodology described in the “Fair value
less costs of disposal” section above. The range of yield
applied across the investment property portfolio is 8.0%
to 20.1% (FY25: 6.0% to 20.0%). Refer to note 17 for
further details.
Credit Customer Receivables
The Group’s credit customer receivables are recognised
on the balance sheet at amortised cost (i.e., net of
provision for expected credit loss). At 26 April 2026, trade
receivables with a gross value of £228.4m (FY25: £254.9m)
were recorded in the Consolidated Balance Sheet, less a
provision for impairment of £51.3m (FY25: £73.2m).
Expected credit loss
An appropriate allowance for expected credit loss in
respect of trade receivables is derived from estimates and
underlying assumptions such as the Probability of Default
and the Loss Given Default, taking into consideration
forward looking macro-economic assumptions. The
assessment involves significant estimation uncertainty.
Changes in the assumptions applied such as the value
and frequency of future debt sales in calculating the
Loss Given Default, and the estimation of customer
repayments and Probability of Default rates, as well as
the weighting of the macro-economic scenarios applied to
the impairment model could have a significant impact on
the carrying value of trade receivables. These assumptions
are continually assessed for relevance and adjusted
appropriately. Revisions to estimates are recognised
prospectively. Sensitivity analysis is given in note 24.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
144
Macroeconomic scenarios
The principal macroeconomic driver factored into the
impairment model is unemployment. The latest economic
scenarios used in the model along with the probability
weighting applied to each are summarised as follows:
Probability | ||
weighting | ||
Scenario | Qualitative explanation | applied |
Upside | The upside scenario assumes the near-term energy | 5% |
price shock is temporary, with inflation moving | ||
below target during 2027 and unemployment | ||
remaining broadly stable before improving | ||
gradually. Stronger growth and improving | ||
real wages are expected to support customer | ||
affordability and reduce expected credit losses | ||
relative to the baseline scenario. | ||
Baseline | The baseline scenario assumes continued economic | 45% |
pressure, with inflation remaining above target | ||
and ending the year at approximately 3.5%. | ||
Unemployment is expected to reach 5.3% in Q2 | ||
and remain at that level, placing continued pressure | ||
on customer affordability and repayment capacity. | ||
Downside | The downside scenario assumes a weaker | 30% |
consumer and employment environment, with | ||
unemployment peaking at approximately 6.2% | ||
in Q3 2027. The scenario captures a plausible | ||
adverse outcome, increasing credit risk and | ||
reducing customer resilience, but is less severe | ||
than the severe downside scenario. | ||
Stress | The severe downside scenario assumes a | 20% |
significant geopolitical and energy price shock, | ||
with inflation peaking at approximately 8.5% and | ||
unemployment peaking at approximately 8.0%. | ||
This would be expected to increase customer | ||
affordability pressure, default risk and expected | ||
credit losses. |
Valuation of assets acquired in business
combinations
During the period the Group successfully completed a
number of business combination transactions, including
the acquisition of XXL in the Nordics and Holdsport in
South Africa. Estimation uncertainty arises from these
transactions due to the required valuation of acquired
intangible assets, inventories, leases and fixed assets
at the point of acquisition. A summary of the assets
acquired and liabilities assumed can be found in note 33.
The Group have recognised identifiable intangible assets
held by Holdsport at the point of acquisition, specifically
licenses and trademarks. The valuation of these assets
and consequently the valuation of goodwill, give rise to
estimation uncertainty. The Group has engaged external
experts to support the valuation process, utilising the relief
from royalty method to calculate the fair value of licenses
and trademarks. The Directors consider the discount rate
used in the Holdsport goodwill impairment review to be
a key estimate, for which sensitivity analysis is given in
note 18.
Impairment of investments in associates
For each investment in associate, the Group considers
whether there is objective evidence that a net investment
in an associate may be impaired in line with IAS 28.41A-41C.
Management applies judgment when assessing the
indicators of impairment set out in IAS 28.41A-41C,
and if
a loss event is identified whether or not
it is likely to impact
upon the future estimated cashflows and, if so whether or
not the impact can be reliably estimated.
The Group’s associates include Hugo Boss and Accent
Group which are listed companies in Germany and Australia
respectively. The terms of the Group’s appointment of
representatives to the boards of these companies restrict
access to any price sensitive information and as such
the Group has no additional information with respect
to the future cash flows of these companies other than
information that is available publicly.
As a result, unless the management of these companies
make public information about future cash flows the Group
does not have the ability to reliably estimate the impact
of any loss event upon them. Given these circumstances
management concluded that the application of
paragraphs 41A–41C of IAS 28 did not indicate that the
net investment may be impaired.
Notwithstanding the Group’s conclusion that there is no
objective evidence of impairment under the requirements
of IAS28 the following information is provided.
Note 20 – Hugo Boss
The Group has considered whether there is objective
evidence that the net investment in Hugo Boss AG
may be impaired in line with IAS28.41A-41C. Particular
consideration was given to whether the decline in the
fair value of the investment vs. its carrying value at the
period end was significant or prolonged. Management
concluded that since the shortfall at year end only was
only 11%, and had existed for less than 12 months, this did
not constitute objective evidence of impairment. Further,
management did not consider that this decline would
directly impact upon future cashflows, since the business
remains profitable and cash generative.
Note 20- Accent Group
The Group has considered whether there is objective
evidence that the net investment in Accent Group Limited
may be impaired in line with IAS28.41A-41C. Particular
consideration was given to the significant decline in the
fair value of the investment vs. its carrying value at the
period end, which was considered to be a loss event as
defined by IAS 28.41C. Management have noted that the
business remains cash generative and profitable and is
forecast to remain so based on publicly available equity
analyst reports. Given the significance of the shortfall,
however, management has calculated a value in use for
Accent under IAS 28 and IAS 36, using publicly available
information and has concluded that based on this
information, the value in use was sufficient to support the
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
145
The Group’s current activities result in the following financial
risks and set out below are management’s responses to
those risks in order to minimise any resulting adverse effects
on the Group’s financial performance.
Foreign Exchange Risk
The Group is exposed to foreign exchange risk principally
via:
a.
Transactional exposure from the cost of future
purchases of goods for resale, where those purchases
are denominated in a currency other than the
functional currency of the purchasing company.
Transactional exposures that could significantly impact
the Income Statement are hedged. These exposures
are hedged via forward foreign currency contracts and
options which are designated as cash flow hedges. The
notional and fair value of these contracts is shown in
note 25;
b.
Transactional exposure from the sale of goods, where
those sales are denominated in a currency other
than the functional currency of the selling company.
Transactional exposures that could significantly impact
the Income Statement are hedged. These exposures
are hedged via forward foreign currency contracts
which are designated as cash flow hedges. The
notional and fair value of these contracts is shown
in note 25;
c.
Loans to non-UK subsidiaries. These are hedged
via foreign currency transactions and borrowings
in matching currencies, which are not formally
designated as hedges, as gains and losses on hedges
and hedged loans will naturally offset; and
d.
The Group uses currency options, swaps and spots
for more flexibility against cash flows that are less
than highly probable and therefore do not qualify for
hedge accounting under IFRS 9 Financial Instruments.
Exposures in respect of written options to sell Euros or
buy USD are explained in the Financial Review. These
are not hedged and movements in fair value could
significantly impact the Income Statement in future
periods. See note 25.
Interest Rate Risk
The Group has net borrowings, which are principally at
floating interest rates linked to bank base rates or SONIA.
The Group uses interest rate financial instruments to hedge
its exposure to interest rate movements using interest rate
swaps although hedge accounting is not applied.
The
Group regularly monitors and reacts accordingly to any
exposure to fluctuations in interest rates and the impact
on its monetary assets and liabilities.
The Directors have a credit policy in place and the exposure
to credit risk is monitored on an ongoing basis. Credit
evaluations are performed on all customers requiring
credit over a certain amount. The Group does not require
collateral in respect of financial assets.
At each balance sheet date, there were no significant
concentrations of credit risk. The maximum exposure to
credit risk is represented by the carrying amount of each
financial asset in the balance sheet.
Investments of cash surpluses, borrowings and derivative
instruments are made through banks and companies
which must fulfil credit rating and investment criteria
The Group manages liquidity risk by reviewing the maturity
profiles of financial assets and liabilities. The Group has
sufficient liquid resources and suitable financing facilities
to meets its short- and medium-term requirements and
it does this through utilisation of its revolving credit
facilities together with equity and retained profits thereby
achieving continuity of funding and short-term flexibility,
while keeping interest to a minimum.
The Directors regularly review forecasts and consider
risks and equivalent mitigating actions to ensure there
is adequate headroom on the facilities and to ensure the
Strategic Investments (including options)
The Group is exposed to a number of risks in respect of
its strategic investments including the shareholdings
disclosed as long-term financial assets and its open
positions disclosed within derivative financial liabilities.
Price risk
For long-term financial assets, increases or decreases
to share prices of companies in which the Group owns
a shareholding (the result of, amongst other factors,
operational performance and market volatility) can result
in increases or decreases in the value of long-term financial
assets. The listed securities are classified as long-term
investments at fair value through other comprehensive
income so there would be no effect on profit or loss as
gains and losses are recorded in other comprehensive
income.
For open option positions, increases or decreases to share
prices of companies in which the Group holds open option
positions (the result of, amongst other factors, operational
performance and market volatility) can result in increases
or decreases to the fair value of derivative liabilities. Fair
value gains and losses are recorded within investment
income or costs in the Consolidated Income Statement.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
146
Liquidity risk
Under sold put or call options, the Group receives a
premium in exchange for giving a counterparty the right
to sell or buy a set number of shares to the Group at a
pre-agreed strike price. In practice, for put options, if the
market price of the relevant equity falls below the strike
price by the time the option expires, the counterparty will
exercise the option, leading to a cash outflow.
The Group’s open option positions at the balance sheet
date have maturity dates ranging from May 2026 to
December 2029 as set out in the table below. The potential
cash outflows can differ materially depending on the
share price in the relevant equity at the point the option
is exercised, and indeed the options may not be exercised.
The share prices used in the analysis below are consistent
with those used in the Group’s base-case forecast for the
purposes of assessment of the Group’s going concern and
viability:
Year- |
Year- |
Year- |
Year- |
|
26 April 2026 |
ended |
ended |
ended |
ended |
April 2027 |
April 2028 |
April |
April |
|
2029 |
2030 |
|||
Potential cash |
||||
outflow at maturity |
(161.5) |
(156.5) |
(231.3) |
(115.7) |
(£m) |
Year- |
Year- |
Year- |
Year- |
|
27 April 2025 |
ended |
ended |
ended |
ended |
April 2026 |
April 2027 |
April |
April |
|
2028 |
2029 |
|||
Potential cash |
||||
outflow at maturity |
(87.8) |
(76.1) |
- |
- |
(£m) |
Credit risk
The Group’s maximum exposure to credit risk for open
options at year-end is £nil because the counterparty pays
the premium at the inception of the options.
Objectives, policies and processes for managing risk
The Group’s objective in making strategic investments is
to develop relationships and partnerships, commercial
or otherwise, with other retailers, suppliers, and brands,
beyond just acting as a traditional pure play physical
retailer. The Group has historically done this and continues
to make strategic investments through – including, but not
limited to – acquisitions of shares, options, contracts for
difference and other financial instruments.
In accordance with the Group’s policies, no specific hedging
activities are undertaken in relation to these investments,
although management notes that it could divest of some
or all of the Group’s holdings to limits exposure to price risk
for long-term financial assets. For options, the Group can
pay a premium to close out some or all of its open options
to mitigate the liquidity risk, as well as selling down some
or all of the shares acquired via options in the open market.
Other methods to mitigate the liquidity risk include the
spreading of option maturities, the use of put spreads, and
stop loss orders to close out options at a set level.
There have been no changes in approach between the
current and prior period.
A description of the Group’s objectives, policies and
IFRS 8 requires operating segments to be identified on the
basis of the internal financial information reports to the
Chief Operating Decision Maker (“CODM”) who is primarily
responsible for the allocation of resources to segments and
assessment of performance of the segments.
The Group presents five operating segments:
•
UK Sports
This segment includes the results of the Group’s core
sports retail store operations in the UK, plus all the
Group’s sports retail online business, other UK-based
sports retail and wholesale operations, retail store
operations in Northern Ireland, Frasers Fitness, Studio
Retail’s sales and the Group’s central operating
functions (including the Shirebrook campus).
•
Premium Lifestyle
This segment includes the results of the Group’s premium
and luxury retail businesses’ retail and online operations,
including FLANNELS, Cruise, Van Mildert, Jack Wills,
House of Fraser & Frasers, Gieves and Hawkes, and
Sofa.com.
•
International
This segment includes the results all of the Group’s
sports retail stores, management and operating
functions in Europe, Asia and the rest of the world,
including the Group’s European Distribution Centres
in Belgium and Austria, Twinsport in the Netherlands,
Holdsport in South Africa, XXL in the Nordics, the Baltics
& Asia e-commerce offerings, and all non-UK based
wholesale and licensing activities (relating to brands
such as Everlast and Slazenger).
•
Property
This segment includes the results from the Group’s
freehold property owning and long leasehold holding
property companies that generate third party rental
and other property related income (e.g., car parking,
conference and events income). The depreciation of
freehold and long leasehold owner-occupied properties
is also reported in this segment.
•
Financial Services
This segment includes the result of Frasers Group
Financial Services. This includes interest charged on
amounts advanced to consumer credit customers,
along with the associated impairment and operating
costs.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
147
The operating performance of each segment is assessed by
reference to revenue, gross margin, and profit from trading
activities after operating expenses. For the avoidance of
doubt, operating costs in the Group’s three retail operating
segments include rents payable to third party landlords,
intra-group rent payments are eliminated on consolidation
and all amounts stated are from continuing operations.
For the property segment, profit from trading activities
includes fair value gains and losses in respect of investment
properties (see further below) and gains or losses on disposal
of properties since the Group’s property businesses seek
to generate income from rentals and capital appreciation
of properties held.
In the Financial Services segment, impairment losses on
consumer credit receivables are disclosed within gross
margin, which management deem to be the appropriate
treatment for a financial services business.
Depreciation, amortisation and impairments (net of
any reversals) are disclosed as part of each segment’s
operating profit/(loss).
Net investment and finance income and costs are not split
by segment as management consider that these items
relate to the Group as a whole and any split would not
be meaningful.
Segmental information for the 52 weeks
ended 26 April 2026:
Premium | Financial | ||||||
UK Sports | lifestyle | International | Retail | Property | Services | Group | |
(£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | |
Revenue | 2,570.2 | 975.7 | 1,603.6 | 5,149.5 | 96.0 | 80.4 | 5,325.9 |
Cost of sales | (1,256.0) | (563.0) | (902.9) | (2,721.9) | - | (28.0) | (2,749.9) |
Gross profit | 1,314.2 | 412.7 | 700.7 | 2,427.6 | 96.0 | 52.4 | 2,576.0 |
Gross Margin % | 51.1% | 42.3% | 43.7% | 47.1% | 100.0% | 65.2% | 48.4% |
Operating costs | (754.8) | (265.1) | (495.2) | (1,515.1) | (26.7) | (44.7) | (1,586.5) |
Fair value adjustments to investment properties | - | - | - | - | 14.8 | - | 14.8 |
Profit on disposal of properties | - | - | - | - | 1.6 | - | 1.6 |
Profit from trading | 559.4 | 147.6 | 205.5 | 912.5 | 85.7 | 7.7 | 1,005.9 |
Depreciation & amortisation | (131.8) | (28.2) | (136.1) | (296.1) | (44.2) | (0.1) | (340.4) |
Impairments net of impairment reversals | (15.9) | (17.3) | (216.7) | (249.9) | - | - | (249.9) |
Share-based payments | (5.6) | - | 1.1 | (4.5) | - | - | (4.5) |
Foreign exchange realised | (19.0) | - | (6.0) | (25.0) | - | 0.2 | (24.8) |
Operating profit | 387.1 | 102.1 | (152.2) | 337.0 | 41.5 | 7.8 | 386.3 |
Share of profit of associated undertakings | 53.6 | ||||||
Impairment of associated undertakings | (34.7) | ||||||
Net investment income | 223.8 | ||||||
Net finance costs | (101.2) | ||||||
Profit before tax | 527.8 | ||||||
Profit from discontinued operations | 32.4 | ||||||
Fair value adjustment to derivative financial instruments | (51.3) | ||||||
Fair value losses on equity derivatives | (0.2) | ||||||
Realised FX gain | 24.8 | ||||||
Share-based payments | 4.5 | ||||||
Adjusted profit before tax ('APBT') | 538.0 |
Revenue from external customers in Frasers Group Financial Services Limited includes credit account interest of £80.4m
(FY25: £85.3m), and gross profit includes impairment losses on credit customer receivables of £28.3m (FY25: £22.1m), both
of which are recognised in the Financial Services segment.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
148
Other segmental items included in the Income Statement for the 52 weeks
ended 26 April 2026:
Premium | Financial | ||||||
UK Sports | lifestyle | International | Retail | Property | Services | Group Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
Property, plant & equipment depreciation | (88.8) | (23.0) | (48.3) | (160.1) | (44.2) | (0.1) | (204.4) |
Property, plant & equipment (impairment) | - | (16.8) | (0.6) | (17.4) | - | - | (17.4) |
IFRS 16 ROU depreciation | (42.3) | (5.2) | (85.6) | (133.1) | - | - | (133.1) |
IFRS 16 ROU reversals/(impairment) | 2.1 | (0.5) | (2.1) | (0.5) | - | - | (0.5) |
Fair value adjustments to investment properties | - | - | - | - | 14.8 | - | 14.8 |
IFRS 16 disposal and modification/remeasurement | |||||||
of lease liabilities | 4.9 | 4.5 | 1.4 | 10.8 | - | - | 10.8 |
Intangible amortisation | (0.7) | - | (2.2) | (2.9) | - | - | (2.9) |
Intangible impairment | (18.0) | - | (214.0) | (232.0) | - | - | (232.0) |
Information regarding segmental assets and liabilities as at
26 April 2026
and capital expenditure for the 52 weeks
then ended:
Premium | Financial | Group | ||||||
UK Sports | lifestyle | International | Retail | Property | Services | Group | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
Total assets | 7,125.8 | 698.1 | 1,113.4 | 8,937.3 | 386.1 | 215.1 | (3,052.0) | 6,486.5 |
Total liabilities | (3,408.6) | (357.4) | (1,265.2) | (5,031.2) | (262.5) | (103.7) | 1,363.6 | (4,033.8) |
Tangible asset additions | 55.3 | 14.5 | 54.0 | 123.8 | 531.0 | - | - | 654.8 |
Right of use asset additions | 47.1 | 6.3 | 52.7 | 106.1 | - | - | - | 106.1 |
The segment assets and liabilities above include intercompany balances which eliminate on consolidation but appear in
the information presented to the Chief Operating Decision Maker (CODM). Eliminations primarily relate to the elimination
of intercompany balances on consolidation, intangible assets arising on consolidation, defined benefit pension surplus as
well as current tax balances and deferred tax. These are shown in eliminations in the information presented to the CODM.
Segmental information for the 52 weeks ended
27 April 2025
(1)
:
Premium | Financial | ||||||
UK Sports | lifestyle | International | Retail | Property | Services | Group | |
(£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | |
Revenue | 2,698.1 | 1,048.2 | 1,007.4 | 4,753.7 | 61.9 | 85.3 | 4,900.9 |
Cost of sales | (1,398.5) | (635.4) | (553.6) | (2,587.5) | - | (22.1) | (2,609.6) |
Gross profit | 1,299.6 | 412.8 | 453.8 | 2,166.2 | 61.9 | 63.2 | 2,291.3 |
Gross Margin % | 48.2% | 39.4% | 45.0% | 45.6% | 100.0% | 74.1% | 46.8% |
Operating costs | (823.8) | (255.4) | (339.7) | (1,418.9) | (32.4) | (45.7) | (1,497.0) |
Fair value adjustments to investment properties | - | - | - | - | 13.1 | - | 13.1 |
Profit on disposal of properties | - | - | - | - | 0.5 | - | 0.5 |
Profit from trading | 475.8 | 157.4 | 114.1 | 747.3 | 43.1 | 17.5 | 807.9 |
Depreciation & amortisation | (134.3) | (27.2) | (69.3) | (230.8) | (42.7) | (0.4) | (273.9) |
Impairments net of impairment reversals | 5.0 | 1.8 | (1.8) | 5.0 | 4.6 | - | 9.6 |
Share-based payments | (0.8) | - | - | (0.8) | - | - | (0.8) |
Foreign exchange realised | 19.8 | (0.1) | (4.9) | 14.8 | - | (0.1) | 14.7 |
Operating profit/(loss) | 365.5 | 131.9 | 38.1 | 535.5 | 5.0 | 17.0 | 557.5 |
Profit on sale of subsidiaries/discontinued operations | 4.3 | ||||||
Share of profit of associated undertakings | 2.0 | ||||||
Net investment income | (30.3) | ||||||
Net finance costs | (153.6) | ||||||
Profit before tax | 379.9 | ||||||
Results from discontinued operations | 5.8 | ||||||
Fair value adjustment to derivative financial instruments | 46.8 | ||||||
Fair value losses on equity derivatives | 141.6 | ||||||
Realised FX loss | (14.7) | ||||||
Share-based payments | 0.8 | ||||||
Adjusted profit before tax ('APBT') | 560.2 |
(1)
Restated to reflect the classification of the results of Coventry Limited as a discontinued operation.
Please refer to note 1 for further information.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
149
Other segmental items included in the Income Statement for the 52 weeks
ended 27 April 2025 (restated):
UK | Premium | Financial | Group | ||||
Sports | lifestyle | International | Retail | Property | Services | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
Property, plant & equipment depreciation | (85.8) | (24.0) | (27.9) | (137.7) | (42.7) | (0.4) | (180.8) |
Property, plant & equipment impairment | (1.2) | - | - | (1.2) | 4.6 | - | 3.4 |
IFRS 16 ROU depreciation | (47.2) | (3.2) | (39.2) | (89.6) | - | - | (89.6) |
IFRS 16 ROU (impairment)/reversals | 6.2 | 1.8 | (1.8) | 6.2 | - | - | 6.2 |
Fair value adjustments to investment properties | - | - | - | - | 13.1 | - | 13.1 |
IFRS 16 disposal and modification/remeasurement of lease liabilities | 9.6 | 0.8 | (0.7) | 9.7 | - | - | 9.7 |
Intangible amortisation | (1.3) | - | (2.2) | (3.5) | - | - | (3.5) |
Information regarding segmental assets and liabilities as at
27 April 2025
and capital expenditure for the 52 weeks then
ended:
Premium | Financial | |||||||
UK Sports | lifestyle | International | Retail | Property | Services | Eliminations | Group Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
Total assets | 7,236.5 | 1,386.1 | 779.5 | 9,402.1 | 160.0 | 230.1 | (4,661.5) | 5,130.7 |
Total liabilities | (4,040.8) | (1,084.7) | (618.4) | (5,743.9) | (224.5) | (119.2) | 2,945.0 | (3,142.6) |
Tangible asset additions | 52.5 | 40.0 | 60.2 | 152.7 | 259.0 | - | - | 411.7 |
Right of use asset additions | 63.4 | 0.9 | 49.2 | 113.5 | - | - | - | 113.5 |
The segment assets and liabilities above include intercompany balances which eliminate on consolidation but appear in
the information presented to the Chief Operating Decision Maker (CODM). Eliminations primarily relate to the elimination
of intercompany balances on consolidation, intangible assets arising on consolidation, defined benefit pension surplus as
well as current tax balances and deferred tax. These are shown in eliminations in the information presented to the CODM.
Geographic Information
Segmental information for the 52 weeks ended
26 April 2026
(1)
:
UK | Europe | USA | Asia | Africa | Oceania | Eliminations | Total | |
(£'m) | (£'m) | (£'m) | (£'m) | (£’m) | (£'m) | (£'m) | (£'m) | |
Segmental revenue from external | ||||||||
| customers | 3,720.5 | 1,219.9 | 137.0 | 79.7 | 168.8 | - | - | 5,325.9 |
Total capital expenditure | ||||||||
| (including ROU assets) | 578.8 | 141.6 | 21.9 | 8.0 | 10.6 | - | - | 760.9 |
Non-current segment assets* | 2,455.3 | 501.3 | 55.7 | 11.5 | 117.4 | 0.6 | - | 3,141.8 |
Total segmental assets | 8,521.8 | 773.3 | 133.2 | 54.9 | 61.2 | 2.7 | (3,060.6) | 6,486.5 |
(1)
Africa presented in FY26 due to the acquisition of Holdsport. Please refer to note 33 for further information.
Segmental information for the 52 weeks
27 April 2025
(1)
:
UK | Europe | USA | Asia | Oceania | Eliminations | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
Segmental revenue from external customers | 3,888.5 | 788.4 | 113.5 | 82.0 | 28.5 | - | 4,900.9 |
Total capital expenditure (including ROU assets) | 407.5 | 103.9 | 3.4 | 10.3 | 0.1 | - | 525.2 |
Non-current segment assets* | 1,364.1 | 301.9 | 29.8 | 9.1 | 0.5 | - | 1,705.4 |
Total segmental assets | 9,127.7 | 498.9 | 104.8 | 55.6 | 5.2 | (4,661.5) | 5,130.7 |
(1)
Restated to reflect the classification of the results of Coventry as a discontinued operation. Please refer to note 1 for further information.
*Excludes deferred tax, long-term financial instruments and retirement benefit surplus.
Material non-current segmental assets –
by a non-UK country:
USA | South Africa | Norway | Estonia | Ireland | Sweden | Finland | Germany | |
(£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | |
FY26 | 55.7 | 116.8 | 74.8 | 50.2 | 165.7 | 41.8 | 21.6 | 24.5 |
FY25 | 29.8 | - | - | 51.6 | 103.3 | 35.0 | 19.7 | 21.9 |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
150
Material segmental revenue from external customers –
by a non-UK country:
USA | Belgium | Estonia | Ireland | Netherlands | Malaysia | South Africa | Norway | Sweden | |
(£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£’m) | |
FY26 | 137.0 | 117.3 | 163.2 | 216.9 | 72.8 | 79.2 | 165.0 | 198.5 | 134.1 |
FY25 | 113.5 | 118.0 | 148.2 | 204.1 | 63.6 | 72.0 | - | - | - |
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
Other | 33.3 | 15.6 |
33.3 | 15.6 |
Other operating income relates to charges for car
parking income, lease surrender premiums, aircraft
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 (1) | |
(£’m) | (£’m) | |
Profit on sale of properties | 1.6 | 0.5 |
(1)
Restated to reflect the classification of the results of Coventry as a discontinued
OF SUBSIDIARIES
Discontinued operations – Coventry
The Group completed the disposal of the Coventry Arena
business on 23 August 2025 by way of selling the entire
share capital of Coventry
Arena Opco Limited, Coventry Arena Propco Limited,
Coventry Arena Retail Limited and Coventry Arena Ipco
Limited to Covcityco LTD. Cash consideration for the
sale amounted to £50m, with £7.5m being received upon
completion and a further £42.5m being received in FY27.
In accordance with IFRS 5.32, management considered
that Coventry constituted a separate major line of business
that had been disposed of and that it therefore met the
criteria to be classified as a discontinued operation. A profit
on disposal of £33.8m was recognised in the Consolidated
Income Statement in the current year.
The prior period result from discontinued operations relates
to amounts received from the Matches administration
in excess of those assumed at FY24 year-end (a gain of
£13.2m), Game Spain’s trading profit for the period prior to
its disposal on 20 March 2025 (£4.9m), a loss on disposal of
Game Spain of £11.8m and Coventry Arena’s trading loss
for the period of £0.5m (now retrospectively reclassified
following the disposal in FY26).
52 weeks ended | |
26 April 2026 | |
(£m) | |
Total disposal consideration | 50.0 |
Carrying amount of net assets disposed of | (16.2) |
Profit on disposal | 33.8 |
The balances generated by the Coventry Arena business in the current period
prior to disposal were:
28 April 2025 to | |
23 August 2025 | |
(£’m | |
Revenue | 7.8 |
Expenses | (9.2) |
Loss after tax of discontinued operation | (1.4) |
Profit on disposal | 33.8 |
Profit from discontinued operation | 32.4 |
Net cash inflow from operating activities | 2.9 |
Net cash inflow from investing activities | 5.7 |
Net cash outflow from financing activities | (0.7) |
Net increase in cash and cash equivalents generated | |
| by the discontinued operation | 7.9 |
The carrying amounts of assets and liabilities at the date of disposal on 23
August 2025 were:
(£’m) | |
Tangible assets | 19.6 |
Inventories | 0.4 |
Trade and other receivables | 2.4 |
Cash and cash equivalents | 1.3 |
Total assets | 23.7 |
Trade and other payables | (7.5) |
Total liabilities | (7.5) |
Net assets of the disposal group | 16.2 |
Profit from discontinued operations was wholly attributable to equity
holders of the Group.
52 weeks ended | |
26 April 2026 | |
(£’m | |
Profit attributable to equity holders of the Group | |
arising from continuing operations | 342.6 |
Profit attributable to equity holders of the Group | |
arising from discontinued operations | 32.4 |
Profit attributable to equity holders of the Group | 375.0 |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
151
Disposal of Subsidiaries
During the period, the Group disposed of the trade and
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Premium received on equity | ||
derivatives | 223.2 | 105.5 |
Fair value gain on equity derivatives | 58.2 | - |
Dividend income | 0.4 | 5.8 |
281.8 | 111.3 |
The premium received on equity derivatives mainly relates
to Hugo Boss.
9. INVESTMENT COSTS
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Loss on disposal of equity derivatives | 51.0 | 91.8 |
Fair value loss on equity derivatives | 7.0 | 49.8 |
58.0 | 141.6 |
The loss on equity derivatives relates to losses across the strategic
investment portfolio.
The net fair value gain on equity derivatives in the current period was
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Bank interest receivable | 5.5 | 17.1 |
Fair value adjustment to derivatives* | 51.3 | 12.1 |
Other finance income | 0.1 | - |
56.9 | 29.2 |
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Interest on bank loans and overdrafts | 113.1 | 89.4 |
Fair value adjustment to derivatives | - | 58.9 |
IFRS 16 lease interest | 33.8 | 25.6 |
Interest on retirement benefit | ||
| obligations | 0.2 | 0.2 |
Other interest | 11.0 | 8.7 |
158.1 | 182.8 |
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 | |
(£'m) | (£’m) | |
Current tax | 203.1 | 103.1 |
Adjustment in respect to prior periods | (10.0) | - |
Total current tax | 193.1 | 103.1 |
Deferred tax | 8.0 | (3.7) |
Adjustment in respect of prior periods | (17.1) | (6.7) |
Total deferred tax (see note 22) | (9.1) | (10.4) |
184.0 | 92.7 | |
Profit before taxation - continuing | ||
operations | 527.8 | 379.9 |
Profit before taxation - discontinued | ||
operations | 32.4 | 5.8 |
Total profit before taxation | 560.2 | 385.7 |
Taxation at the standard rate of tax in | ||
the UK of 25% (2025: 25%) | 140.1 | 96.4 |
Non-taxable income | (34.0) | (25.5) |
Expenses not deductible for tax | ||
purposes | 114.4 | 34.6 |
Effect of tax rates in foreign | ||
jurisdictions | (7.0) | (6.1) |
Adjustments in respect of prior periods | ||
- current tax | (10.0) | - |
Adjustments in respect of prior periods | ||
- deferred tax | (17.1) | (6.7) |
Other tax adjustments | (2.4) | - |
184.0 | 92.7 | |
Tax charge - continuing operations | 184.0 | 92.7 |
Tax charge - discontinued operations | - | - |
Total tax charge | 184.0 | 92.7 |
Expenses not deductible for tax purposes largely relate
to non-qualifying depreciation and impairments not
qualifying for tax allowances and current year losses
where no taxation credit is recognised. Non-taxable
income largely relates to gains on disposal of subsidiaries,
share of associate profit and fair value gain on investment
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
152
TO THE EQUITY SHAREHOLDERS
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders of the parent by the
weighted average number of ordinary shares outstanding during the year.
For diluted earnings per share, the weighted average number of shares, 432,499,241 (FY25: 432,929,122), is adjusted to
assume conversion of all dilutive potential ordinary shares under the Group’s share schemes, being nil (FY25: nil), to give
the diluted weighted average number of shares of 432,499,241 (FY25: 432,929,122). There is therefore no difference between
the Basic and Diluted EPS calculations for both periods. Shares bought back into treasury are deducted when calculating
the weighted average number of shares below.
Basic and Diluted Earnings Per Share
52 weeks ended | ||||||
52 weeks ended | 52 weeks ended | 52 weeks ended | 52 weeks ended | 27 April 2025 | 52 weeks ended | |
26 April 2026 | 26 April 2026 | 26 April 2026 | 27 April 2025 | (restated) (1) | 27 April 2025 | |
Basic and diluted, | Basic and diluted, | Basic and | Basic and diluted, | Basic and diluted, | (restated) (1) | |
continuing operations | discontinued | diluted, total | continuing | discontinued | Basic and | |
operations | operations | operations | diluted, total | |||
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
Profit for the period | 342.6 | 32.4 | 375.0 | 286.3 | 5.8 | 292.1 |
Number in | Number in | Number in | Number in | Number in | ||
thousands | thousands | thousands | thousands | Number in thousands | thousands | |
Weighted average | ||||||
number of shares | 432,499 | 432,499 | 432,499 | 432,929 | 432,929 | 432,929 |
Pence per share | Pence per share | Pence per share | Pence per share | Pence per share | Pence per share | |
Earnings per share | 79.2 | 7.5 | 86.7 | 66.2 | 1.3 | 67.5 |
(1)
Restated to reflect the change in entities classified as discontinued operations. Please refer to note 1 for further information.
Adjusted Earnings Per Share
The adjusted earnings per share reflects the underlying performance of the business compared with the prior period and
is calculated by dividing adjusted earnings by the weighted average number of shares for the period. Adjusted earnings
is used by management as a measure of profitability within the Group. Adjusted earnings is defined as profit for the
period attributable to equity holders of the parent for each financial period but excluding the post-tax effect of certain
non-trading items. Tax has been calculated with reference to the effective rate of tax for the Group.
The Directors believe that the adjusted earnings and adjusted earnings per share measures provide additional useful
information for shareholders on the underlying performance of the business and are consistent with how business
performance is measured internally. Adjusted earnings is not a recognised profit measure under IFRS and may not be
directly comparable with adjusted profit measures used by other companies.
52 weeks ended | 52 weeks ended | 52 weeks ended | 52 weeks ended | |
26 April 2026 | 26 April 2026 | 27 April 2025 | 27 April 2025 | |
Basic | Diluted | Basic | Diluted | |
(£’m) | (£’m) | (£’m) | (£’m) | |
Profit for the period | 375.0 | 375.0 | 292.1 | 292.1 |
Pre-tax adjustments to profit for the period for the following items: | ||||
Fair value adjustment to derivatives included within finance | ||||
| (income)/costs | (51.3) | (51.3) | 46.8 | 46.8 |
Fair value losses and loss on disposal of equity derivatives | (0.2) | (0.2) | 141.6 | 141.6 |
Realised foreign exchange (losses)/gains | 24.8 | 24.8 | (14.7) | (14.7) |
Share based payments | 4.5 | 4.5 | 0.8 | 0.8 |
Tax adjustments on the above items | 7.3 | 7.3 | (41.9) | (41.9) |
Adjusted profit for the period | 360.1 | 360.1 | 424.7 | 424.7 |
Number in thousands | Number in thousands | Number in thousands | Number in thousands | |
Weighted average number of shares | 432,499 | 432,499 | 432,929 | 432,929 |
Pence per share | Pence per share | Pence per share | Pence per share | |
Adjusted Earnings per share | 83.3 | 83.3 | 98.1 | 98.1 |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
153
Operating profit for the period is stated after charging/
(crediting):
52 weeks ended |
52 weeks ended |
|
26 April 2026 |
27 April 2025 |
|
(£’m) |
(£’m) |
|
Foreign exchange loss/(gain) |
24.8 |
(14.7) |
Depreciation and amortisation of non-current assets: |
||
-Depreciation of property, plant & |
||
| equipment (incl. right-of-use asset) |
337.5 |
271.9 |
-Net impairment/(reversal) of |
||
property, plant & equipment (incl. |
17.9 |
(9.6) |
right-of-use asset) |
||
-Amortisation of intangible assets |
2.9 |
3.5 |
-Impairment of intangible assets |
232.0 |
- |
-Profit on disposal of intangible |
||
| assets |
(6.0) |
- |
IFRS 16 leases: |
||
Gain on modification/ |
||
| remeasurement of lease liabilities |
(10.8) |
(9.7) |
Variable lease payments* |
6.6 |
16.8 |
Short term and low value lease |
||
| expenses* |
26.8 |
30.8 |
*These are recorded in selling, distribution and administrative expenses in the consolidated
income statement.
The remuneration of the auditors, RSM UK Audit LLP, and
associated firms, was as detailed below:
52 weeks ended |
52 weeks ended |
|
26 April 2026 |
27 April 2025 |
|
| (£'m) |
(£'m) |
|
AUDIT SERVICES |
||
Audit of the Group and company |
1.7 |
1.9 |
Audit of subsidiary companies |
2.3 |
1.2 |
4.0 |
3.1 |
Fees of £0.1m (FY25: £0.1m) were payable to RSM UK
Audit LLP and its associated firms in respect of non-audit
services for the 52 weeks ended 26 April 2026 and 27 April
Executive Directors, employed by the Group during the
period was:
52 weeks ended |
52 weeks ended |
|
26 April 2026 |
27 April 2025 |
|
Retail stores |
27,332 |
24,441 |
Distribution, administration and |
||
other |
6,475 |
6,581 |
33,807 |
31,022 |
The net increase in employees is due to acquisitions of
Holdsport and XXL. This was offset by further integration
and store closures in Game operations as well as the sale
The aggregate payroll costs of the employees, including
Executive Directors, were as follows:
52 weeks ended |
52 weeks ended |
|
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Wages and salaries |
661.3 |
595.3 |
Social security costs |
74.5 |
49.4 |
Pension costs |
15.5 |
10.6 |
751.3 |
655.3 |
Aggregate emoluments of the Directors of the Company
are summarised below:
52 weeks ended |
52 weeks ended |
|
27 April 2025 |
28 April 2024 |
|
(£'m) |
(£'m) |
|
Aggregate emoluments |
1.2 |
1.4 |
Further details of Directors’ remuneration are given
in the Directors’ Remuneration Report. Details of key
management personnel remuneration are given in note
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
154
Right of | Freehold land | Long-term | Short-term leasehold | Plant and | ||
use assets | and Buildings | Leaseholds | improvements | Equipment | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
COST | ||||||
At 28 April 2024 | 755.4 | 838.4 | 145.0 | 111.3 | 1,289.5 | 3,139.6 |
Acquisitions | 19.1 | 0.8 | 9.1 | - | - | 29.0 |
Additions | 108.9 | 55.4 | 9.7 | - | 178.6 | 352.6 |
Disposals | (101.9) | (12.0) | (8.9) | - | (36.6) | (159.4) |
Reclassifications / Remeasurements | 23.3 | 14.4 | 2.2 | - | (0.4) | 39.5 |
Exchange differences | (6.5) | (2.9) | 1.7 | (0.2) | 46.1 | 38.2 |
At 27 April 2025 | 798.3 | 894.1 | 158.8 | 111.1 | 1,477.2 | 3,439.5 |
Acquisitions | 182.1 | 7.1 | - | - | 16.5 | 205.7 |
Additions | 106.1 | 94.2 | 4.8 | 0.8 | 157.9 | 363.8 |
Disposals | (101.2) | (3.3) | (15.4) | (34.9) | (103.6) | (258.4) |
Reclassifications / Remeasurements | 48.6 | 72.9 | - | - | - | 121.5 |
Exchange differences | 13.0 | 2.0 | 0.2 | 0.4 | 10.0 | 25.6 |
At 26 April 2026 | 1,046.9 | 1,067.0 | 148.4 | 77.4 | 1,558.0 | 3,897.7 |
ACCUMULATED DEPRECIATION AND IMPAIRMENT | ||||||
At 28 April 2024 | (510.0) | (459.9) | (87.9) | (109.7) | (1,009.5) | (2,177.0) |
Charge for the period | (89.6) | (32.1) | (6.3) | - | (143.9) | (271.9) |
Reversal of impairment | 6.2 | 2.7 | 0.7 | - | - | 9.6 |
Disposals | 101.3 | 4.2 | 0.6 | - | 32.8 | 138.9 |
Reclassifications / Remeasurements | - | 2.2 | - | - | 0.3 | 2.5 |
Exchange differences | 2.4 | 3.5 | (2.6) | 0.2 | (47.9) | (44.4) |
At 27 April 2025 | (489.7) | (479.4) | (95.5) | (109.5) | (1,168.2) | (2,342.3) |
Charge for the period | (133.1) | (39.8) | (5.5) | - | (159.1) | (337.5) |
Impairment | (0.5) | - | - | - | (17.4) | (17.9) |
Disposals | 99.4 | 1.5 | 2.4 | 34.9 | 91.5 | 229.7 |
Reclassifications / Remeasurements | - | 3.1 | - | 0.2 | - | 3.3 |
Exchange differences | (2.5) | (0.5) | (0.2) | (0.3) | (3.4) | (6.9) |
At 26 April 2026 | (526.4) | (515.1) | (98.8) | (74.7) | (1,256.6) | (2,471.6) |
NET BOOK VALUE | ||||||
At 26 April 2026 | 520.5 | 551.9 | 49.6 | 2.7 | 301.4 | 1,426.1 |
At 27 April 2025 | 308.6 | 414.7 | 63.3 | 1.6 | 309.0 | 1,097.2 |
The Group only has property leases within the scope of IFRS 16, including retail stores, offices and warehouses. Leases are
largely for a period of between 1 – 15 years typically with break clauses. It is management’s intention to continue to enter
into turnover linked leases in the future.
The Group presents right-of-use assets that do not meet the definition of investment property in ‘property, plant and
equipment’, the same line item as it presents underlying assets of the same nature that it owns. The carrying amount and
movements in the period can be seen in the table above.
Lease liabilities are presented separately within the Consolidated Balance Sheet. The maturity analysis of lease liabilities
is shown in note 25(e). Interest expense on the lease liability is presented as a component of finance costs as per note 11.
Cash payments for the principal portion and the interest portion of the lease liability are presented in the Consolidated
Cash Flow Statement with further details given in note 27.
The Group is party to a number of leases that are classed as short term leases and with variable lease payments. These
are typically property leases on turnover based rents. Note 14 discloses variable lease payments and short term and low
value lease expenses incurred in the period. Cash flows in the period relating to variable lease payments, short term lease
payments, and leases for low value assets were approx. £33m (FY25: approx. £48m). It is expected that future cash flows
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
155
will not be materially different to the FY26 cash flows. Total cash outflows for all lease arrangements were £226.3m (FY25:
£190.0m).
Leases to which the Group is committed but have not yet commenced at period end are not considered to be material.
Information on the impairment charges/reversals are disclosed in note 2.
Depreciation and impairment are charged to selling, distribution and administrative expenses in the Consolidated Income
Freehold land and Buildings | |
(£’m) | |
Fair value at 28 April 2024 | 350.5 |
Lease liabilities on ground leases brought forward | (42.8) |
Direct acquisitions | 168.9 |
Capitalised subsequent expenditure | 3.7 |
Less right-of-use asset additions | (4.6) |
Transfer from property, plant and equipment - at fair value | 6.2 |
Net gain from fair value adjustment on investment properties | 13.1 |
Transfer to property, plant and equipment – at fair value | (25.0) |
Disposals | (4.0) |
Market value per valuation report | 466.0 |
Lease liabilities on ground leases | 47.3 |
Fair value at 27 April 2025 | 513.3 |
Lease liabilities on ground leases brought forward | (47.3) |
Direct acquisitions | 395.1 |
Capitalised subsequent expenditure | 2.0 |
Net gain from fair value adjustment on investment properties | 14.8 |
Transfer to property, plant and equipment – at fair value | (72.9) |
Market value per valuation report | 805.0 |
Lease liabilities on ground leases | 47.2 |
Fair value at 26 April 2026 | 852.2 |
The rental income from Investment Properties recognised in the consolidated income statement for the year was
£69.4m (FY25: £44.7m).
Valuation processes
The Group’s investment properties were valued as at 26 April 2026 by the Group’s internal property team who are
appropriately qualified chartered surveyors, follow the applicable valuation methodology of the Royal Institute of Chartered
Surveyors, and have recent experience in the locations and segments of the investment properties valued. For all investment
properties, their current use equates to the highest and best use. The Group’s finance department includes a team that
reviews the valuations performed by the property team for financial reporting purposes. This team reports directly to
the Chief Financial Officer (CFO) and the Audit Committee (AC). Discussions of valuation processes and results are held
between the finance department and the property team in August and February each year, and as part of the year-end
process.
At each financial discussion, the finance department verifies all major inputs to the valuation report and assesses property
valuation movements when compared to the previous valuation report.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
156
Measurement of fair value of investment property
Properties valued by the Group’s internal property team are valued on an open market basis based on active market prices
adjusted for any differences in the nature, location or condition of the specified asset such as plot size, encumbrances and
current use. If this information is not available, alternative valuation methods are used such as recent prices on less active
markets, or discounted cashflow projections. The significant unobservable input is the adjustment for factors specific to
the properties in question. The extent and direction of this adjustment depends on the number and characteristics of
the observable market transactions in similar properties that are used as the starting point for the valuation. Although
this input is a subjective judgement, management consider that the overall valuation would not be materially altered by
any reasonable alternative assumptions. All of the valuations across the Group’s investment property are considered to
be level 3 fair values.
The market value of the investment properties has been supported by comparison to that produced under income
capitalisation techniques applying yield and estimated rental values as key unobservable inputs. The range of yield
applied is 8% to 20.1% (FY25: 6.7% to 18.0%).
The fair value of an investment property reflects, among other things, rental income from current leases and assumptions
about future rental lease income based on current market conditions and anticipated plans for the property.
The table below summarises the key unobservable inputs used in the valuation of the Group’s investment properties at
26 April 2026:
Estimated rental value | Yield | |
£ per sq ft | % | |
High | £36.2 | 8.0% |
Average | £14.3 | 13.4% |
Low | £8.1 | 20.1% |
The sensitivities below illustrate the impact of changes in key unobservable inputs (in isolation) on the fair value of the
Group’s properties.
Impact on valuations of 5% change in estimated rental value | Impact on valuations of 50 bps change in yield | |||
Market value | Increase | Decrease | Decrease | Increase |
£m | £m | £m | £m | £m |
30.4 | (26.5) | 18.3 | (15.6) | |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
157
Goodwill | Trademarks and licenses | Brands | Customer related | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
COST | |||||
At 28 April 2024 | 217.0 | 126.7 | 89.1 | 5.7 | 438.5 |
Acquisitions | 20.5 | 0.8 | - | - | 21.3 |
Disposals | (6.0) | (14.2) | - | - | (20.2) |
Exchange adjustments | (6.4) | (0.5) | (4.7) | - | (11.6) |
At 27 April 2025 | 225.1 | 112.8 | 84.4 | 5.7 | 428.0 |
Acquisitions | 234.8 | 19.5 | - | - | 254.3 |
Disposals | (2.6) | (20.0) | - | - | (22.6) |
Exchange adjustments | 21.3 | 0.6 | 0.1 | - | 22.0 |
At 26 April 2026 | 478.6 | 112.9 | 84.5 | 5.7 | 681.7 |
AMORTISATION AND IMPAIRMENT | |||||
At 28 April 2024 | (207.1) | (103.4) | (80.1) | (5.7) | (396.3) |
Amortisation charge | - | (2.0) | (1.5) | - | (3.5) |
Disposals | 6.0 | 13.4 | - | - | 19.4 |
Exchange adjustments | 6.4 | 0.4 | 4.1 | - | 10.9 |
At 27 April 2025 | (194.7) | (91.6) | (77.5) | (5.7) | (369.5) |
Amortisation charge | - | (2.2) | (0.7) | - | (2.9) |
Impairment | (205.5) | (20.3) | (6.2) | - | (232.0) |
Disposals | 2.6 | 20.0 | - | - | 22.6 |
Exchange adjustments | - | (0.4) | (0.1) | - | (0.5) |
At 26 April 2026 | (397.6) | (94.5) | (84.5) | (5.7) | (582.3) |
At 26 April 2026 | 81.0 | 18.4 | - | - | 99.4 |
At 27 April 2025 | 30.4 | 21.2 | 6.9 | - | 58.5 |
Amortisation and impairment is charged to selling, distribution and administrative expenses in the Consolidated Income Statement.
Goodwill, trademarks and licenses and brands that are acquired in a business combination are allocated, at acquisition, to the CGUs that are expected to
benefit from that business combination. After recognition of impairment losses, the carrying amount of these assets at the start and end of the current period
are allocated as follows:
| 26 April 2026 | ||||
Goodwill | Trademarks and licenses | Brands | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | |
Wholesale & Licensing (excl. Everlast) | 9.9 | - | - | 9.9 |
Holdsport | 71.1 | 18.4 | - | 89.5 |
81.0 | 18.4 | - | 99.4 | |
| 27 April 2025 | ||||
Goodwill | Trademarks and licenses | Brands | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | |
Wholesale & Licensing (excl. Everlast) | 9.9 | - | - | 9.9 |
Everlast | - | 2.5 | 6.9 | 9.4 |
Matches | - | 18.7 | - | 18.7 |
Twinsport | 20.5 | - | - | 20.5 |
30.4 | 21.2 | 6.9 | 58.5 | |
Acquisitions
In the current period, goodwill and other intangibles with a fair value of £254.3m were recognised as part of business
combinations, with £139.1m arising from the acquisition of XXL ASA (‘XXL’) and £110.3m arising from the acquisition of S
and R Holdco (Pty) Ltd (‘Holdsport’). See note 33 for further details.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
158
Amortisation
The brands, trademarks & licenses allocated to Holdsport are being amortised over a 15-year period. The amortisation
charge in the current period is £1.3m and is disclosed within selling, distribution and administrative expenses in the
Consolidated Income Statement.
The remaining useful economic life of these assets is 14 years.
Prior to their impairment, brands, trademarks & licenses allocated to Everlast were being amortised over a 15-year period.
The amortisation charge recognised in the current period was £0.9m and is disclosed within selling, distribution and
administrative expenses in the Consolidated Income Statement. As detailed below these assets have been fully impaired
in the period.
Impairment review
The Group tests the carrying amount of goodwill and intangible assets with an indefinite life for impairment annually
or more frequently if there are indications that their carrying value might be impaired. The carrying amounts of other
intangible assets are reviewed for impairment if there is an indicator that the asset may be impaired.
The recoverable amounts of the CGUs holding goodwill and intangible assets have been determined by reference to
value in use calculations. The recoverable amounts were then compared to the carrying value of the assets allocated to
each CGU to assess the level impairment required, if any.
Matches
During the period, management’s intentions to utilise the previously acquired Matches brand and associated intellectual
property were discontinued, leading to an impairment review at the interim reporting date.
As there were no longer
plans to utilise the intangible assets the potential VIU was deemed to be nil, triggering an impairment in full of £18.0m.
Significant judgements, assumptions, and estimates
In determining the value in use of CGUs it is necessary to make a series of assumptions to estimate the present value
of future cash flows. In each case, these key assumptions have been made by management reflecting past experience,
current trends, and where applicable, are consistent with relevant external sources of information. The key assumptions
are as follows:
| 26 April 2026 | 27 April 2025 | |||||||
| Wholesale & | Twin | Wholesale & | Twin | |||||
Licensing (excl. | Everlast | Sport | Holdsport | XXL | Licensing (excl. | Everlast | Sport | |
Everlast) | Everlast) | |||||||
5-year average annual forecast sales growth/ | ||||||||
| (decline) | (1.0%) | (0.6%) | 0.0% | 1.6% | 0.6% | (1.0%) | 1.5% | 5.2% |
Discount rate | 10.7% | 12.9% | 10.5% | 16.6% | 8.4% | 10.9% | 13.0% | 10.9% |
Annual % increase/(decrease) in operating | ||||||||
| costs | 0.0% | 4.8% | 2.2% | 5.5% | (1.4%) | 0.0% | (3.3%) | 1.6% |
Terminal growth rate | 0.8% | 2.2% | 1.2% | 0.0% | 1.2% | 1.1% | 1.8% | 1.4% |
Management has prepared cash flow forecasts for a five-year period derived from the actual results for the financial
year 2025/26 where they have been assessed as representative of continuing performance. These forecasts include
assumptions around sales prices and volumes, specific customer relationships and operating costs and working capital
movements. For recently acquired CGUs, specifically Holdsport and XXL, management has derived the cash flow forecasts
from approved management forecasts to reflect conducted integration.
The average rate of annual sales growth forecasts and movement in operating costs applied are reflective in each case
of management’s latest view of the business’ prospects for the respective CGUs in the medium-term.
The pre-tax rates used to discount the forecast cash flows are derived from the Group’s weighted average cost of capital
as adjusted for the specific risks related to each CGU.
To forecast beyond the detailed cash flows into perpetuity, a long-term average growth rate has been applied. For the
Wholesale & Licensing (excluding Everlast) CGU a rate of 0.8% has been applied (FY25: 1.1%), a rate of 2.2% has been
applied for the Everlast CGU (FY25: 1.8%). A rate of 1.2% has been applied for the Twin Sport CGU (FY25: 1.4%). A 0.0%
growth rate has been applied for the Holdsport CGU and a 1.2% growth rate has been applied to the XXL CGU. In all
cases the rates applied are not greater than the published International Monetary Fund average growth rate in gross
domestic product for the next five-year period in the territories where the CGUs operate.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
159
Results
Holdsport
The calculated recoverable amount of the Holdsport CGU is
£27.4m less than the carrying amount of the assets allocated
to the CGU. Accordingly, an impairment of £27.4m has
been recorded against the goodwill balance recognised at
acquisition. While Holdsport CGU is expected to be cash
generative in the immediate future, this impairment arises
due to low forecast growth attributable to macroeconomic
factors associated with the emerging market in which the
CGU operates.
XXL
The calculated recoverable amount of the XXL CGU
indicated that the recognised goodwill allocated to the
CGU should be fully impaired. Accordingly, an impairment
of £152.4m (after revaluation for foreign exchange
post-acquisition) has been recorded against the goodwill
balance recognised at acquisition. As communicated to
the market at the point of acquisition, the XXL business
was acquired in a position of significant distress. At
period-end, the XXL business continues to face challenges
and is not yet cash generative. In preparing the value in use
calculations to determine the recoverable amount of XXL,
management is not permitted to incorporate the effects
of planned integrations and growth-driving initiatives not
yet committed to.
Twinsport
The calculated recoverable amount of the Twinsport CGU
indicated that the goodwill allocated to the CGU should be
fully impaired. Accordingly, an impairment of £20.8m has
been recorded against the goodwill balance recognised
at acquisition. During the year, changes to the CGU’s
operations took place and a downturn in performance
was also experienced.
Everlast
The calculated recoverable amount of the Everlast CGU is
£8.5m less than the carrying amount of the assets allocated
to the CGU. Accordingly, an impairment of £8.5m has been
recorded against the brands, trademarks and licenses held
by the CGU, leading to these assets being fully impaired.
Wholesale & Licensing (excl. Everlast)
The recoverable amount of the Wholesale & Licensing
(excluding Everlast) CGU exceeds its carrying value by
approximately £120.8m (FY25: £71.8m) and as such no
impairment is required.
Sensitivity Analysis
Following the impairment losses detailed above in relation
to the Everlast, XXL and Twinsport CGUs, the carrying
values of the respective assets have been reduced to nil.
In each case, the recoverable amount is not considered
sensitive to reasonable changes in key assumptions and
therefore no sensitivity analysis has been performed.
Equally, in respect of the Wholesale (Slazenger) CGU,
given the significant level of headroom and the immaterial
carrying value of the remaining goodwill, management
have concluded that a reasonably possible change in a
key assumption would not lead to a material impairment
and no sensitivity analysis has been disclosed.
Following the impairment loss recognised in respect of the
Holdsport CGU, the residual recoverable amount is equal
to the carrying amount. Management acknowledges that
any adverse movement in a key assumption would lead
to a further impairment and therefore sensitivity analysis
has been performed as documented below, outlining the
change to impairment that would occur were a reasonably
possible change to a key assumption to occur.
Holdsport |
|
Decrease in Terminal Growth Rate |
1.0% |
Additional Impairment |
(£5.5m) |
Increase in Discount Rate |
0.5% |
Additional Impairment |
(£3.4m) |
Decrease in 5-year average annual forecast sales growth |
1.0% |
Additional Impairment |
(£34.5m) |
Increase in annual % change in operating costs |
1.0% |
Additional Impairment |
(£26.0m) |
Climate Change
Management considered the impact of climate change
when conducting its impairment review and concluded
that it was unlikely to have a material impact on the
assumptions based on the following:
•
The relevant tangible assets have relatively short useful
economic lives and are not considered to be in locations
that will be materially impacted by climate change
during their economic useful lives.
•
The forecasts include estimates for ongoing capital
expenditure, which management consider to be
sufficient to make any essential climate change related
acquisitions (e.g., solar panels or building energy
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
160
The Group does not hold its long-term financial assets for
trading purposes, therefore on initial application of IFRS 9
for all currently held assets, the Group made the irrevocable
election to account for long term financial assets at fair
value through other comprehensive income (FVOCI). The
election has been made on an instrument-by-instrument
basis, only qualifying dividend income is recognised in
profit and loss, changes in fair value are recognised within
OCI and never reclassified to profit and loss, even if the
asset is impaired, sold or otherwise derecognised. All of
the Group’s long-term financial assets are recognised in
the UK Sports segment.
The fair value of the long-term financial assets is based
on bid quoted market prices at the balance sheet date or
where market prices are not available, at management’s
estimate of fair value.
The following table shows the aggregate movement in the
Group’s financial assets during the period:
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
At beginning of period |
959.1 |
495.4 |
Amounts reclassified to investments in |
||
associates and subsidiaries |
(595.0) |
- |
Additions |
244.1 |
740.2 |
Disposals 1 |
(141.7) |
(126.9) |
Amounts recognised through other |
||
comprehensive income |
49.5 |
(149.6) |
516.0 |
959.1 |
1 The Group disposed of long-term financial assets with a fair value of £141.7m in the period,
including reductions in its shareholdings in Boohoo Group plc and THG plc.
During the period, the Group assessed that it had obtained
significant influence over Hugo Boss AG and Accent.
Accordingly, equity accounting has been applied and these
investments have been reclassified, see note 20.
Included within long-term financial assets at the period
ended 26 April 2026 are the following direct interests held
by the Group:
• |
37.1% (FY25: 37.1%) interest in Mulberry Group Plc |
• |
26.7% (FY25: 29.7%) interest in Boohoo Group Plc |
• |
25.1% (FY25: 25.1%) interest in AO World Plc |
• |
23.3% (FY25: 22.0%) interest in ASOS Plc |
• |
11.2% (FY25: 11.2%) interest in THG Plc |
• |
20.2% (FY25: 10.8%) interest in Marks Electrical Group |
Plc |
|
• |
9.7% (FY25: 9.7%) interest in Hornby Limited |
• |
Various other interests, none of which represent more |
than 5.0% of the voting power of the investee |
The following table shows the fair value of each of the
Group’s long-term financial assets:
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Hugo Boss AG* |
- |
413.7 |
AO World plc |
133.3 |
138.5 |
Boohoo Group plc |
76.1 |
94.6 |
ASOS plc |
72.5 |
76.9 |
Accent Group Ltd* |
- |
71.4 |
THG plc |
65.1 |
44.4 |
Mulberry Group plc |
30.0 |
21.5 |
XXL ASA |
- |
21.2 |
Marks Electrical Group plc |
10.4 |
6.5 |
Hornby Limited |
2.4 |
2.4 |
Other** |
126.2 |
68.0 |
At end of period |
516.0 |
959.1 |
*The fair value recognised as long-term financial assets has reduced to nil in the period, given
the application of equity accounting following the assessment that significant influence
has been obtained as detailed above. See note 20.
**Other relates to interests which do not represent more than 5.0% of the voting power of
the investee on 26 April 2026.
These holdings have been assessed under IFRS 9 Financial
Instruments and categorised as long-term financial assets,
as the Group does not consider them to be associates and
therefore, they are not accounted for on an equity basis,
see note 2.
Our strategic investments are intended to allow us to
develop relationships and commercial partnerships with
the relevant retailers and brands and are in the ordinary
UNDERTAKINGS
The Group uses the equity method of accounting for
associates and joint ventures in accordance with IAS 28.
The following table shows the aggregate movement in the
Group’s investment in associates and joint ventures:
Associates |
|
(£'m) |
|
At 28 April 2024 |
18.0 |
Additions |
17.2 |
Impairment* |
(1.0) |
Share of profit |
2.0 |
Foreign exchange gain |
0.2 |
At 27 April 2025 |
36.4 |
Additions |
141.9 |
Disposals |
(4.4) |
Amounts reclassified from long-term financial assets |
569.2 |
Dividends |
(19.1) |
Share of profit |
53.6 |
Share of other comprehensive loss |
(8.6) |
Impairment of investments in associated |
|
| undertakings |
(34.7) |
Foreign exchange gain |
29.8 |
At 26 April 2026 |
764.1 |
*Previously disclosed within selling, distribution and administrative expenses.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
161
During the period an impairment of £16.9m was recognised
in relation to Kangol LLC, £16.9m was recognised in relation
to Hudson Holdings Limited and £0.9m was recognised in
relation to X Channel Marketing Limited due to a downturn
in expected performance of these entities.
HUGO BOSS
On 16 May 2025 Michael Murray, CEO of Frasers Group
plc, was appointed to the Supervisory Board of Hugo Boss
AG. In combination with the Group’s existing shareholding
of 19.25% of the total share capital at that date and in
the absence of shareholder arrangements restricting the
Group’s ability to participate in financial and operating
policy decisions, direct representation on the board of
directors lead management to conclude that significant
influence over Hugo Boss AG existed from this date.
As such, the previously held long-term financial asset
was derecognised and an investment in an associated
undertaking recognised, applying the equity method of
accounting.
The fair value at which the long-term financial asset was
derecognised and the cost at which the investment in
associated undertaking was initially recognised was the fair
value of the shareholding on 16 May 2025, £458.1m, being
the prevailing share price at that date multiplied by the
number of shares held. The revaluation of the long-term
financial asset prior to derecognition led to a gain of
£44.4m recognised within other comprehensive income.
The net assets of Hugo Boss AG on this date were £1,233.4m,
assessed by reference to publicly available financial
information to 31 March 2025. Financial information as at
the date that significant influence was determined to exist
is not available and therefore the Group have used the
nearest available financial information to determine the
step-acquisition accounting under IAS 28. The Directors
consider there to be no material difference between the
Group’s share of identifiable net assets at 31 March 2025
and 16 May 2025. Frasers Group plc’s share of these net
assets was therefore calculated as £237.4m. In line with
the requirements of IAS 28 (32), the difference between the
acquired share of the net fair value of identifiable assets
and the calculated cost of the investment assessed has
been recognised as goodwill and included within the
carrying value (£220.7m).
Within the financial period, an additional 4,029,000 shares
were purchased, leading to a total shareholding of 25.01%
as at 26 April 2026. This additional shareholding was
acquired at the prevailing share price at the dates of the
transactions, for a total value equivalent to £129.1m.
A reconciliation of the carrying amount of the investment
in Hugo Boss AG at period-end is detailed below:
26 April 2026 | |
(£'m) | |
Opening carrying value on 16 May 2025 | 458.1 |
Additions and disposals at cost | 129.1 |
Share of Total Comprehensive Income after | |
upstream elimination – see below. | 38.3 |
Dividends received | (16.0) |
Foreign Exchange | 18.2 |
Closing carrying value at 26 April 2026 | 627.7 |
Hugo Boss AG is a publicly traded company (Aktienge-
sellschaft) headquartered in Metzingen, Baden-Württemberg,
Germany. Their financial reporting period ends on the 31
December. As their shares are admitted for trading on the
Frankfurt Stock Exchange, it is impracticable to present
financial data that is coterminous with that of Frasers
Group plc. As such, the Group have presented the below
financial information based on publicly available information
to present a 12-month period ended 31 March 2026. No
significant transactions or events have occurred between
that date and Frasers Group’s financial period-end.
The below information represents 100% of Hugo Boss AG
unless otherwise stated.
31 March 2026 | |
(£'m) | |
Total Assets 1 | 3,168.4 |
of which cash and cash equivalents | 272.6 |
Total Liabilities 1 | (1,785.6) |
Net assets | 1,382.8 |
Group’s share of net assets (25.01%) | 345.8 |
Goodwill 2 | 281.9 |
Closing carrying value at 26 April 2026 | 627.7 |
01 April 2025 to | |
31 March 2026 | |
Revenue | 3,579.0 |
Profit from continuing operations | 205.9 |
Other comprehensive loss | (33.4) |
Total comprehensive income | 172.5 |
Group’s share of comprehensive income | 41.4 |
Elimination of unrealised profit | (3.1) |
Group’s share of total comprehensive income | 38.3 |
1 The publicly available information leveraged in producing these balances does not
present a current and non-current split.
2 The goodwill included within the carrying value has increased from initial recognition
due to additional share purchases in the period and FX
The market value of shares in Hugo Boss AG held
by the Group on 26 April 26 was £558.4m, reflecting
a total shareholding of 17,607,861 shares at the
prevailing share price.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
162
Accent Group
In May 2025 the Group entered into a long-term partnership
with Accent Group Limited, with Accent committing to
open 50 Sports Direct retail stores and Frasers Group
increasing its shareholding to 19.9% via a purchase of
35,186,695 additional shares. A representative of the Group
was already serving on the board of Accent at the date
of this partnership agreement. Management considered
these factors to cumulatively indicate significant influence
was obtained on the date of this agreement. The previously
held long-term financial asset was derecognised and an
investment in an associated undertaking was recognised,
applying the equity method of accounting from this date.
The cost at which the investment in associated undertaking
was initially recognised was the fair value of the
shareholding on 12 May 2025, being the prevailing share
price at that date multiplied by the number of shares held.
This led to an initial recognised cost of £111.1m.
The net assets of Accent Group Limited on this date were
£232.4m, assessed by reference to publicly available
financial information to 30 June 2025. Financial information
as at the date that significant influence was determined to
exist is not available and therefore the Group have used
the nearest available financial information to determine
the step-acquisition accounting under IAS 28. The Directors
consider there to be no material difference between the
Group’s share of identifiable net assets at 12 May 2025
and 30 June 2025. Frasers Group plc’s share of these net
assets was therefore calculated as £46.3m. In line with the
requirements of IAS 28 (32), the difference between the
acquired share of the net fair value of identifiable assets
and the calculated cost of the investment assessed has
been recognised as goodwill and included within the
carrying value (£64.8m).
Within the financial period, an additional 18,035,570 shares
were acquired, leading to a total shareholding of 22.9% as
at 26 April 2026. This additional shareholding was acquired
at the prevailing share price at the dates of the transactions
and paid in cash, for a total value equivalent to £8.4m.
A reconciliation of the carrying amount of the investment
in Accent Group Limited at period-end is detailed below:
26 April 2026 |
|
(£'m) |
|
Opening carrying value on 12 May 2025 |
111.1 |
Additions at cost |
8.4 |
Share of Total Comprehensive Income after |
|
| upstream elimination – see below. |
2.7 |
Dividends received |
(3.1) |
Foreign Exchange |
11.3 |
Closing carrying value at 26 April 2026 |
130.4 |
Accent Group Limited is a listed public company,
incorporated and domiciled in Richmond, Victoria, Australia.
Their financial reporting period ends on 30 June. As their
shares are listed on the Australian Securities Exchange, it is
impracticable to present financial data that is coterminous
with that of Frasers Group plc. As such, the Group have
presented the below financial information based on the
most recent publicly available information, for a 12-month
period ended 31 December 2025. No significant transactions
or events have occurred between that date and Frasers
Group’s financial period-end.
While the difference between Frasers Group’s period-end
and the end of the period for which the data has been
presented below exceeds the maximum permitted
three-month difference detailed per IAS 28, no publicly
available data covers a more recent period and therefore
it is not possible to satisfy this requirement. Considering the
level of activity of Accent Group Limited in the context of the
wider Frasers Group, management does not consider that
a material difference could arise were financial information
coterminous with the Frasers Group’s period available.
The below financial information represents 100% of Accent
Group Limited unless otherwise stated.
31 December 2025 |
|
(£'m) |
|
Current Assets |
260.6 |
of which cash and cash equivalents |
52.1 |
Non-Current Assets |
446.9 |
Current Liabilities |
(223.0) |
Non-Current Liabilities |
(230.5) |
Net assets |
254.0 |
Group’s share of net assets (22.9%) |
58.2 |
Goodwill 1 |
72.2 |
Closing carrying value at 26 April 2026 |
130.4 |
1 The goodwill included within the carrying value has increased from initial recognition due
to additional share purchases in the period and FX.
1 January 2025 to |
|
31 December 2025 |
|
Revenue |
747.8 |
Profit from continuing operations |
19.0 |
Other comprehensive loss |
(3.4) |
Total comprehensive income |
15.6 |
Group’s share of comprehensive income |
2.7 |
Elimination of unrealised profit |
- |
Group’s share of total comprehensive income |
2.7 |
The market value of shares in Accent Group Limited held by the Group on 26 April 26 was
£45.2m, reflecting a total shareholding of 137,671,519 shares at the prevailing share price.
Other Associates
The Group holds other investments in associates for which
equity method of accounting is used.
The Group currently holds 49.0% share of Four (Holdings)
Limited (FY25: 49.0%), the carrying amount of this
investment is £6.0m (FY25: £nil). Detailed disclosures have
not been presented as the results are immaterial. The Group
is owed £15.0m from the group of companies headed by
Four (Holdings) Limited (£6.8m net of amounts recognised
in respect of loss allowance) (FY25: £22.5m, £6.3m net of
loss allowance), see note 35 for further details. The group
of companies headed by Four (Holdings) Limited made a
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
163
Defined contribution schemes
The Group operates a defined contribution retirement
benefit plan for all qualifying employees. The assets of
the plan are held separately from those of the Group in
funds under the control of trustees. The only obligation
of the Group with respect to the retirement benefit
plan is to make the specified contributions. The total
expense recognised in the income statement of £15.5m
(FY25: £10.6m) represents contributions payable at rates
specified by the rules of the plan.
Defined benefit schemes
On 24 February 2022, as part of the acquisition of Studio
Retail Limited (now Frasers Group Financial Services Limited,
“FGFS”), FGFS became the sponsor of the Findel Group
Pension Fund (“The Scheme”) via a Deed of Amendment,
Substitution, Waiver of Liability and Guarantee. Only the
costs and liabilities associated with the Group section of
the Scheme relate to FGFS and as such, it is only assets and
liabilities of the Group section that have been recognised
in these consolidated financial statements. Frasers Group
plc has also guaranteed payments from Studio Retail
Group plc to the three other sections of the Scheme up to
a maximum of £875,000.
On 11 March 2022, the Trustee signed a full buy-in contract
(i.e., a policy to cover all members’ benefits in the four
sections of the Scheme) with Standard Life. This insurance
policy allows the pension scheme to have assets that
broadly match the benefits paid by the Scheme. However,
FGFS retains responsibility for the Group section of the
Scheme until it is fully transferred to Standard Life. The
contract includes the potential to convert the policy to a
full buy-out at an unspecified point in the future. However,
this is expected to only happen if a number of conditions
included in the contract are met, based on the insurer’s
requirements and a formal request from the Trustee and
therefore is not a certainty. The buy-in has therefore
been treated as an investment decision for accounting
purposes, with the associated remeasurement of plan
assets recognised through Other Comprehensive Income
(“OCI”). At 26 April 2026 the value of the buy-in contract has
been set equal to the liabilities of the Scheme, excluding
the allowance made for GMP equalisation (which is not
yet insured).
Following the Deed of Amendment, Substitution, Waiver
of Liability and Guarantee and the buy-in, no further
contributions to the scheme are anticipated.
The last funding valuation of the Scheme was undertaken
at 5 April 2022 and recorded a deficit of £200,000 in
respect of the Group section. The Scheme is administered
by Barnet Waddingham LLP and, as the winding-up
process has commenced no subsequent valuation has
been undertaken.
The latest full actuarial valuation has been updated for IAS
19 purposes to 26 April 2026 by PricewaterhouseCoopers
LLP (“PwC”) using the assumptions detailed below. The
results of the IAS 19 valuation are summarised as follow:
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Fair value of the scheme assets |
58.5 |
59.7 |
Present value of the funded obligations |
(58.4) |
(59.6) |
Surplus in the scheme |
0.1 |
0.1 |
Plan Assets
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Plan assets comprise: |
||
Fixed interest gilts |
- |
1.2 |
Annuities |
58.3 |
58.0 |
Cash |
0.2 |
0.5 |
Total |
58.5 |
59.7 |
Movement in the present value of defined benefit
obligations
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
At beginning of the period |
(59.6) |
(63.4) |
Interest cost |
(3.2) |
(3.2) |
Effect of changes in demographic |
||
assumptions |
(0.8) |
- |
Effect of changes in financial |
||
assumptions |
0.6 |
2.3 |
Effect of experience adjustments |
0.4 |
0.2 |
Benefits paid |
4.2 |
4.5 |
At end of the period |
(58.4) |
(59.6) |
Movement in the fair value of plan assets
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
At beginning of the period |
59.7 |
64.0 |
Scheme expenses |
(0.8) |
(0.7) |
Interest on assets |
3.2 |
3.2 |
Remeasurements |
0.6 |
(2.3) |
Benefits paid |
(4.2) |
(4.5) |
At end of the period |
58.5 |
59.7 |
Movement in the pension surplus
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Surplus at beginning of the period |
0.1 |
0.6 |
Scheme expenses |
(0.8) |
(0.7) |
Remeasurements |
0.8 |
0.2 |
Surplus at end of the period |
0.1 |
0.1 |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
164
Expense recognised in the Consolidated Income
Statement
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
(i) Included within administrative | ||
expenses | ||
Scheme expenses | (0.8) | (0.7) |
Amounts recognised in other comprehensive income
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Total remeasurements | 0.8 | 0.2 |
Actuarial Assumptions
The following are the principal actuarial assumptions at
the reporting date:
26 April 2026 | 27 April 2025 | |
Financial Assumptions | ||
Financial Assumptions | ||
Discount rate for scheme liabilities | 5.8% | 5.6% |
RPI Price Inflation | 3.4% | 3.2% |
CPI Price Inflation (Pre-2030 / Post-2030) | 3.0% / 3.4% | 2.7% / 3.2% |
Rate of increase to pensions in payment | ||
in line with RPI inflation (up to 3% per | 2.2% | 2.1% |
annum) | ||
Rate of increase to pensions in payment | ||
in line with CPI inflation (up to 5% per | 2.9% | 2.7% |
annum) | ||
Rate of increase to deferred pensions | 2.9% | 2.7% |
Post retirement mortality (in years) | ||
Current pensioners at 65 - male | 86.9yrs | 86.3yrs |
Current pensioners at 45 - male | 88.2yrs | 87.6yrs |
Current pensioners at 65 - female | 88.6yrs | 88.3yrs |
Current pensioners at 45 - female | 90.0yrs | 89.7yrs |
Demographic assumptions | ||
Cash Commutation (members taking | ||
| cash lump sum) | 60% | 60% |
Proportion of members that are married | ||
| at retirement | 70% | 70% |
The duration, or average term to payment for the
benefits due weighted by liability, is around 10 years.
Risk and risk management
The Group’s defined benefit pension plans, in common
with the majority of such plans in the UK, have a number
of areas of risk. These areas of risk, and the ways in which
the Group has sought to manage them, are set out in the
table below. The risks are considered from both a funding
perspective, which drives the cash commitments of the
Group, and from an accounting perspective, i.e. the extent
to which such risks affect the amounts recorded in the
Group’s financial statements.
Risk | Description |
The funding liabilities are calculated using a discount rate set | |
with reference to government bond yields, with allowance | |
for additional return to be generated from the investment | |
Asset | portfolio. The defined benefit obligation is calculated using |
volatility | a discount rate set with reference to corporate bond yields. |
The Scheme holds an insurance policy with Standard Life | |
covering all members of the Scheme. This provides a direct | |
match for the vast majority of the members’ liabilities. | |
Falling bond yields tend to increase the funding and | |
accounting liabilities. However, the buy-in policy provides a | |
Changes in | high degree of matching, i.e. the movement in liabilities arising |
bond yields | from changes in bond yields will be broadly matched by the |
insurance policy. In this way, the exposure to movements in | |
bond yields is largely reduced. | |
Some of the Scheme's benefit obligations are linked to inflation | |
and higher inflation will lead to higher liabilities (although in | |
most cases caps on the level of inflationary increases are in | |
Inflation | place to protect the plan against extreme inflation). |
risk | However, the buy-in policy provides a high degree of matching, |
i.e. the movement in liabilities arising from changes in inflation | |
will be broadly matched by the insurance policy. In this way, | |
the exposure to movements in inflation is largely reduced. | |
The majority of the Scheme's obligations are to provide | |
a pension for the life of the member, so increases in life | |
expectancy will result in an increase in the Scheme's liabilities. | |
Life | However, the buy-in policy provides a high degree of matching, |
expectancy | i.e. the movement in liabilities arising from changes in life |
expectancy will be broadly matched by the insurance policy. | |
In this way, the exposure to longevity risk is largely removed. |
IFRIC 14
IFRIC 14 is an interpretation relating to IAS 19 (and therefore
also FRS 101) that covers whether pension scheme surpluses
can be recognised on the balance sheet. Based on the
circumstances of the Scheme and in line with the prior
period, the Group does not believe that IFRIC 14 impacts
the results since the Group has a right to a refund of surplus
assets at some point in the future, and as such has not
made any adjustments to the results.
Funding
The Scheme is funded by the Group. During the current
period, the Company contributed £nil to the scheme. The
Group expects to make contributions of £nil in the financial
period ended April 2027.
The following table shows the expected future benefit
payments for the Findel Group Pension Fund:
Future benefit payments | (£'m) |
2026 – 2035 | 44.7 |
2036 – 2045 | 40.9 |
2046 – 2055 | 30.2 |
2056 – 2065 | 11.7 |
2066 – 2075 | 1.4 |
Total | 128.9 |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
165
Sensitivities
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:
Impact on scheme liabilities | |||
Assumption | Change in assumption | If assumption increases | If assumption decreases |
Discount Rate | 0.5% pa | Decrease by 4.6% | Increase by 5.0% |
RPI inflation | 0.5% pa | Increase by 1.6% | Decrease by 1.7% |
Salary increase | 0.5% pa | No change | No change |
Longevity | expectancy by 1 year | Increase by 3.9% | Decrease by 4.0% |
The above sensitivities are approximate and show the likely increase to the Scheme’s liabilities under IAS 19 if an assumption
is adjusted whilst all other assumptions remain the same. The sensitivities are for illustration purposes only and do not
necessarily represent the Directors’ view of the expected changes to the assumptions in the future.
There have been no changes to the methods and assumptions used to calculate the sensitivity analyses between the
current period and prior period.
Note that, given the buy-in policy in place, there would be a similar effect on the asset values for each change in
Accounts | ||||||
depreciation | Other | |||||
IFRS 16 & | exceeding tax | Tax losses | Bonus share | temporary | ||
onerous leases | depreciation | recoverable | scheme | differences | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
At 28 April 2024 | 47.6 | 24.1 | 5.5 | 26.3 | (21.4) | 82.1 |
Charged/(credited) to the income statement | (3.8) | 14.0 | (4.7) | (0.2) | 5.1 | 10.4 |
Credited to reserves | - | - | - | 0.3 | 0.1 | 0.4 |
Credited to hedging reserves | - | - | - | - | 4.6 | 4.6 |
At 27 April 2025 | 43.8 | 38.1 | 0.8 | 26.4 | (11.6) | 97.5 |
Acquired through business combinations (see note 32) | - | - | - | - | 1.4 | 1.4 |
Credited/(charged) to the income statement | 25.2 | 4.5 | (0.8) | (23.2) | 3.4 | 9.1 |
Credited/(charged) to reserves | - | - | - | 0.7 | (0.3) | 0.4 |
Credited to hedging reserves | - | - | - | - | 4.1 | 4.1 |
At 26 April 2026 | 69.0 | 42.6 | - | 3.9 | (3.0) | 112.5 |
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Deferred tax assets | 127.5 | 110.5 |
Deferred tax liabilities | (15.0) | (13.0) |
Net deferred tax balance | 112.5 | 97.5 |
The tax rate used to measure the deferred tax assets and liabilities was 25% (FY25: 25%), on the basis that this was the
tax rate that was substantively enacted at the balance sheet date.
Deferred tax assets are recognised to the extent that realisation of the related tax benefit is probable on the basis
of the Group’s current expectations of future taxable profits.
The Group has approx. £243.0m of UK taxable losses
not recognised as a deferred tax asset (approx. £60.8m deferred tax asset) (FY25: approx. £225.2m taxable losses and
approx. £56.3m deferred tax asset).
Losses not recognised as a deferred tax asset outside the UK are approx. £553.7m
(approx. £138.4m deferred tax asset) (FY25: approx. £276.4m and approx. £69.1m deferred tax asset). The overseas losses
arise in the following territories: US £61.4m, Austria £80.9m, Denmark £70.0m, Australia £61.1m, Norway £274.6m and The
Netherlands £5.7m. The US losses expire after a 20 year period and can be utilised against future taxable profits.
In the
remaining jurisdictions, there are no time limits and losses are also utilised against future taxable profits of the same
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
166
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
Goods for resale | 1,279.8 | 1,128.3 |
As at 26 April 2026, goods for resale include a right of
return asset totalling £3.4m (FY25: £3.3m). Amounts
written off in the period relating to inventory was £49.8m
(FY25: £43.9m).
The following inventory costs have been recognised in
cost of sales:
52 weeks ended | ||
52 weeks ended | 27 April 2025 | |
26 April 2026 | (Restated) (1) | |
(£’m) | (£’m) | |
Cost of inventories recognised as | ||
an expense | 2,721.6 | 2,587.5 |
(1) Restated to reflect the classification of the results of Coventry as a discontinued operation.
Please refer to note 1 for further information.
The Directors have reviewed the opening and closing
provisions against inventory and have concluded that these
are fairly stated. The Group has reviewed its estimates and
assumptions for calculating inventory provisions at 26 April
2026. Overall provisions have increased from £146.8m in
FY25 to £150.9m as at 26 April 2026, with this £4.1m change
in provision being recognised as a debit (FY25: credit) in
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Gross credit customer receivables | 228.4 | 254.9 |
Allowance for expected credit loss on | ||
| credit customer receivables | (51.3) | (73.2) |
Net credit customer receivables | 177.1 | 181.7 |
Trade receivables | 51.1 | 64.9 |
Deposits in respect of derivative | ||
| financial instruments | 356.2 | 522.7 |
Amounts owed by related parties (see | ||
| note 35) | 32.4 | 7.3 |
Other receivables | 266.3 | 64.2 |
Prepayments | 95.7 | 87.0 |
978.8 | 927.8 |
Other debtors largely comprise deposits, deferred
consideration receivable and amounts paid on account.
The increase in the year reflects the deposit for the East
Midlands and York outlet centres acquisition after the
reporting date along with the deferred consideration
due from the disposal of the Coventry business. Further
disclosure with regards to the credit customer receivables
and the associated allowance for expected credit loss can
be found at the end of this note.
Trade and other receivables
The Directors consider that the carrying amount of trade
and other receivables approximates to their fair value. The
maximum exposure to credit risk at the reporting date is
the carrying value of each class of asset above, plus any
cash balances. Other receivables also include unremitted
sales receipts.
are collateral to cover margin requirements for derivative
transactions held with counterparties. The collateral
requirement changes with the market (which is dependent
on share price, time to maturity, and volatility), the financial
institutions’ assessment of the Group’s creditworthiness and
further purchases / sales of underlying investments held.
The balance has decreased from £522.7m at 27 April 2025
to £356.2m at 26 April 2026 as a result of a combination
of the factors above and a decrease in the Group’s open
The majority of the Group’s trade receivables are held within
the Wholesale & Licensing businesses. Each customer’s
creditworthiness is assessed before payment terms are
agreed.
Under IFRS 9, the Group has applied the simplified approach
to providing for expected credit losses for trade receivables,
using the lifetime expected loss provision for all trade
receivables. To measure the expected credit losses, trade
receivables have been grouped based on credit risk
characteristics, representing management’s view of the
risk, and the days past due. The credit quality of assets
neither past due nor impaired is considered to be good.
The Group considers a debt to be defaulted at the point
when no further amounts are expected to be recovered.
Financial assets are written off when there is no reasonable
expectation of recovery. If recoveries are subsequently
made after receivables have been written off, they are
recognised in profit or loss.
The amounts owed by related parties predominantly arise
from loans issued by the Group for the purpose of facilitating
growth initiatives in businesses of which the Group holds an
interest. Further information in relation to the outstanding
balances and terms of these loans are detailed in note 35.
Exposure to credit risk of trade receivables:
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Current | 21.0 | 19.7 |
0-30 days past due | 9.2 | 14.3 |
30-60 days past due | 1.6 | 8.7 |
60-90 days past due | 3.7 | 3.2 |
Over 90 days past due | 15.6 | 19.0 |
51.1 | 64.9 |
The credit quality of assets neither past due nor impaired
is considered to be good.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
167
The movement in loss allowance relating to trade receivables
and amounts owed by related parties can be analysed as
follows:
52 weeks ended |
52 weeks ended |
|
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Opening position |
59.1 |
72.8 |
Amounts charged to the income |
||
statement |
8.8 |
6.9 |
Amounts written off as uncollectable |
(4.5) |
(0.1) |
Amounts reclassified on acquisition* |
(17.0) |
- |
Amounts recovered during the period |
(14.2) |
(20.5) |
Closing position |
32.2 |
59.1 |
Included in the below table is the loss allowance movement
in amounts due from related parties as follows:
52 weeks |
||
52 weeks ended |
ended |
|
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Opening position |
32.3 |
37.6 |
Amounts charged/(credited) to |
||
| income statement |
1.9 |
(5.3) |
Amounts reclassified on acquisition* |
(17.0) |
- |
Amounts recovered during the period |
(7.5) |
- |
Closing position |
9.7 |
32.3 |
*During the period, the Group increased its shareholding in Tymit Limited to 69%, leading
to recognition of Tymit Limited as a subsidiary. At the point of acquisition, the Group held
a loss allowance against outstanding loan receivables of £17.0m. Following acquisition, this
balance no longer requires inclusion. above as a transaction between Group companies
that has been eliminated on consolidation.
The gross carrying amount of the balance due from related
parties is £42.1m (FY25: £38.7m). The charge in the period was
recorded in Selling, distribution and administrative expenses.
£7.5m to the gross amounts due from related parties balance
is due in less than one year with the remaining being due in
more than a one year (FY25: £23.5m due less than one year).
The Group has no significant concentration of credit risk,
with exposure spread over a large number of customers.
The loss allowance / charges have been determined by
reference to past default experience, current / forecasted
trading performance and future economic conditions.
Deposits in respect of derivative financial instruments and
prepayments are not considered to be impaired.
Credit Customer Receivables
Certain of the Group’s trade receivables are funded through
a securitisation facility that is secured against those
receivables. The finance provider will seek repayment of
the finance, as to both principal and interest, only to the
extent that collections from the trade receivables financed
allows and the benefit of additional collections remains with
the Group. At the period end, receivables of £177.1m (FY25:
£187.1m) were eligible to be funded via the securitisation
facility, and the facilities utilised were £94.3m (FY25: £93.5m).
Other information
The Group will undertake a reasonable assessment of the
creditworthiness of a customer before opening a new credit
account or significantly increasing the credit limit on that
credit account. The Group will only offer credit limit increases
for those customers that can reasonably be expected to
be able to afford and sustain the increased repayments in
line with the affordability and creditworthiness assessment.
There are no customers (FY25: None) who represent more
than 1% of the total balance of the Group’s trade receivables.
Where appropriate, the Group will offer forbearance to
allow customers reasonable time to repay the debt. The
Group will ensure that the forbearance option deployed
is suitable in light of the customer’s circumstances (paying
due regard to current and future personal and financial
circumstances). Where repayment plans are agreed, the
Group will ensure that these are affordable to the customer
and that unreasonable or unsustainable amounts are not
requested. At the balance sheet date there were 4,264
accounts (FY25: 30,151) with total gross balances of £2.4m
(FY25: £18.0m) on repayment plans. Provisions are assessed
as detailed above.
During the current period, overdue receivables with a gross
value of £53.1m (FY25: £28.4m) were sold to third party debt
collection agencies. As a result of the sales, the contractual
rights to receive the cash flows from these assets were
transferred to the purchasers. Any gain or loss between
actual recovery and expected recovery is reflected within
the impairment charge.
The following tables provide information about the exposure
to credit risk and ECLs for trade receivables from individual
customers as at 26 April 2026:
26 April 2026 | 27 April 2025 | |||
Trade receivables | ||||
Trade | Trade | on forbearance | ||
receivables | receivables | arrangements | Total | |
(£'m) | (£'m) | (£'m) | (£'m) | |
Not past due | 172.2 | 178.2 | 16.4 | 194.6 |
Past due: | ||||
0 - 60 days | 26.1 | 23.7 | 1.3 | 25.0 |
60 - 120 days | 6.8 | 7.5 | 0.2 | 7.7 |
120+ days | 23.3 | 27.5 | 0.1 | 27.6 |
Gross trade | ||||
receivables | 228.4 | 236.9 | 18.0 | 254.9 |
Allowance | ||||
for expected | (51.3) | (61.7) | (11.5) | (73.2) |
credit loss | ||||
Carrying value | 177.1 | 175.2 | 6.5 | 181.7 |
27 April 2025 to 26 April 2026 |
||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|
(£'m) |
(£'m) |
(£'m) |
(£'m) |
|
Gross trade receivables |
101.1 |
96.8 |
30.5 |
228.4 |
Allowance for doubtful debts: |
||||
Opening balance |
(11.7) |
(17.3) |
(44.2) |
(73.2) |
Impairment (charge)/release |
(2.1) |
(9.1) |
(15.8) |
(27.0) |
Utilisation in period |
5.2 |
6.2 |
37.5 |
48.9 |
Closing balance |
(8.6) |
(20.2) |
(22.5) |
(51.3) |
Carrying value |
92.5 |
76.6 |
8.0 |
177.1 |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
168
28 April 2024 to 27 April 2025 | ||||
Stage 1 | Stage 2 | Stage 3 | Total | |
(£'m) | (£'m) | (£'m) | (£'m) | |
Gross trade receivables | 157.6 | 43.4 | 53.9 | 254.9 |
Allowance for doubtful debts: | ||||
Opening balance | (17.7) | (18.9) | (44.1) | (80.7) |
Impairment (charge)/release | - | (6.3) | (18.2) | (24.5) |
Utilisation in period | 6.0 | 7.9 | 18.1 | 32.0 |
Closing balance | (11.7) | (17.3) | (44.2) | (73.2) |
Carrying value | 145.9 | 26.1 | 9.7 | 181.7 |
Analysis of impairment charge:
27 April 2025 to | 29 April 2024 to | |
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Impairment charge impacting on | ||
| provision | (27.0) | (24.5) |
Recoveries | 4.6 | 4.8 |
Other | (5.9) | (2.4) |
Impairment charge | (28.3) | (22.1) |
Sensitivity analysis
Management judgement is required in setting assumptions
around probabilities of default, cash recoveries and the
weighting of macro-economic scenarios applied to the
impairment model, which have a material impact on the
results indicated by the model.
The provision is also sensitive to changes in the risk
parameters used in the model. The reported provision
of £51.3 million comprises £37.7 million relating to live
accounts and £13.6 million relating to charged-off balances.
Provision | |
Impact of change in assumption: | increase / |
(decrease) (£'m) | |
10% worsening in probability of default on live | |
| accounts | 2.9 |
1% increase in expected recovery rate, including | |
| debt sale proceeds | (0.6) |
10% increase in credit conversion factor | 1.0 |
10% decrease in credit conversion factor | (1.0) |
A 10% worsening in the probability of default would
increase the provision amount by approximately £2.9m.
This sensitivity applies to accounts not already deemed
defaulted and therefore have a 100% probability of default.
A 1% increase in the expected recovery rate, including
assumptions over debt sale proceeds, reduces the provision
by £0.6 million, reflecting higher expected recoveries and
therefore lower loss given default.
A 10% change in credit conversion factor changes the
provision by £1.0 million, reflecting the sensitivity of exposure
at default to expected customer drawdown behaviour on
A.
Financial Assets And Liabilities By Category And
Fair Value Hierarchy
The fair value hierarchy of financial assets and liabilities,
which are principally denominated in Sterling or US Dollars,
were as follows:
FINANCIAL ASSETS | Level 1 | Level 2 | Level 3 | Other | Total |
26 April 2026 | (£’m) | (£’m) | (£’m) | (£’m) | (£’m) |
Amortised cost: | |||||
Trade and other receivables* | - | - | - | 850.7 | 850.7 |
Cash and cash equivalents | - | - | - | 388.9 | 388.9 |
Amounts owed by related | |||||
parties | - | - | - | 32.4 | 32.4 |
FVOCI: | |||||
Long Term Financial Assets | |||||
(Equity Instruments) - | 516.0 | - | - | - | 516.0 |
designated | |||||
Derivative financial assets (FV): | |||||
Foreign forward purchase | |||||
and sales contracts | - | 52.5 | - | - | 52.5 |
Interest rate swaps | - | 1.1 | - | - | 1.1 |
- | 53.6 | - | - | 53.6 | |
FINANCIAL LIABILITIES | |||||
26 April 2026 | |||||
Amortised cost: | |||||
Borrowings | - | - | - (1,651.3) | (1,651.3) | |
Trade and other payables** | - | - | - (822.9) | (822.9) | |
IFRS 16 Lease liabilities | - | - | - (878.6) | (878.6) | |
Derivative financial liabilities (FV): | |||||
Foreign forward and written | |||||
options purchase and sales | - | (16.5) | - | - | (16.5) |
contracts | |||||
Derivative and other | |||||
financial liabilities^ | - | (350.4) | - | - | (350.4) |
- | (366.9) | - | - | (366.9) |
*Prepayments of £95.7m are not included as a financial asset.
**Other taxes including social security costs of £56.2m are not included as a financial liability.
^ During the current period, the Group entered into total return equity swaps whereby it
transferred shares in equity investments to a third party in exchange for cash consideration,
whilst substantially retaining the risks and rewards of ownership of the shares. The relevant
financial assets were therefore not derecognised and a corresponding financial liability of
£174.6m (FY25: £nil) was recognised in the consolidated balance sheet. This liability has
been disclosed within derivative and other financial liabilities.
The swap position unwound
post year-end.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
169
FINANCIAL ASSETS |
Level 1 |
Level 2 |
Level 3 |
Other |
Total |
27 April 2025 |
(£’m) |
(£’m) |
(£’m) |
(£’m) |
(£’m) |
Amortised cost: |
|||||
Trade and other receivables* |
- |
- |
- |
833.5 |
833.5 |
Cash and cash equivalents |
- |
- |
- |
252.2 |
252.2 |
Amounts owed by related |
|||||
parties |
- |
- |
- |
7.3 |
7.3 |
FVOCI: |
|||||
Long Term Financial Assets |
|||||
(Equity Instruments) - |
959.1 |
- |
- |
- |
959.1 |
designated |
|||||
Derivative financial assets (FV): |
|||||
Foreign forward purchase |
|||||
and sales contracts |
- |
39.1 |
- |
- |
39.1 |
Interest rate swaps |
- |
8.2 |
- |
- |
8.2 |
- |
47.3 |
- |
- |
47.3 |
|
FINANCIAL LIABILITIES |
|||||
27 April 2025 |
|||||
Amortised cost: |
|||||
Borrowings |
- |
- |
- (1,193.2) |
(1,193.2) |
|
Trade and other payables** |
- |
- |
- (638.2) |
(638.2) |
|
IFRS 16 Lease liabilities |
- |
- |
- (667.8) |
(667.8) |
|
Derivative financial liabilities (FV): |
|||||
Foreign forward and written |
|||||
options purchase and sales |
- |
(46.6) |
- |
- |
(46.6) |
contracts |
|||||
Derivative financial liabilities |
|||||
- equity options |
- |
(280.7) |
- |
- |
(280.7) |
- |
(327.3) |
- |
- |
(327.3) |
*Prepayments of £87.0m are not included as a financial asset.
**Other taxes including social security costs of £25.6m are not included as a financial liability.
B.
Financial Assets and Liabilities Sensitivities by
Currency
The Group’s principal foreign currency exposures are to US
dollars and euros. The table below illustrates the hypothetical
sensitivity of the Group’s reported profit and equity to a 5%
increase and decrease in the US dollar / sterling and euro /
sterling exchange rates at the year-end date, assuming all
other variables remain unchanged. The figures have been
calculated by comparing the fair values of outstanding
foreign currency contracts, assets and liabilities at the
current exchange rate to those if exchange rates moved
as illustrated. The income statement figures include the
profit effect of any relevant derivatives which are not in
a designated cash flow hedge. The impact on US Dollar
and Euro related hedging instruments is included in equity.
The analysis has been prepared using the following
assumptions:
1.
Existing assets and liabilities are held as at the period
end.
2.
No additional hedge contracts are taken out.
SENSITIVITY |
||||||||
USD |
EUR |
|||||||
GBP & |
||||||||
Other |
USD |
EUR |
Total |
-5% |
+5% |
-5% |
+5% |
|
FY26: |
||||||||
Trade and |
||||||||
Other |
793.8 |
17.2 |
39.7 |
850.7 |
(0.9) |
0.9 |
(2.0) |
2.0 |
Receivables |
||||||||
Cash |
||||||||
and cash |
317.9 |
27.1 |
43.9 |
388.9 |
(1.4) |
1.4 |
(2.2) |
2.2 |
equivalents |
||||||||
Trade and |
||||||||
Other |
(703.9) |
(26.0) |
(93.0) |
(822.9) |
1.3 |
(1.3) |
4.6 |
(4.6) |
Payables |
||||||||
FY25: |
||||||||
Trade and |
||||||||
Other |
785.4 |
20.2 |
27.9 |
833.5 |
(1.0) |
1.0 |
(1.4) |
1.4 |
Receivables |
||||||||
Cash |
||||||||
and cash |
130.9 |
40.7 |
80.6 |
252.2 |
(2.0) |
2.0 |
(4.0) |
4.0 |
equivalents |
||||||||
Trade and |
||||||||
Other |
(536.9) |
(15.0) |
(86.3) |
(638.2) |
0.8 |
(0.8) |
4.3 |
(4.3) |
Payables |
||||||||
There is no difference between fair value and carrying value
of the above financial instruments (FY25: £nil).
The Group uses the following hierarchy for determining
and disclosing the fair value of financial instruments by
valuation technique:
•
Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
•
Level 2: other techniques for which all inputs which
have a significant effect on the recorded fair value are
observable, either directly or indirectly; and
•
Level 3: techniques which use inputs which have a
significant effect on the recorded fair value that are
not based on observable market data.
Contracts for difference are classified as Level 2 as the fair
value is calculated using quoted prices for listed shares at
contract inception and the period end.
Foreign forward purchase and sales contracts and options
are classified as Level 2; the Group enters into these derivative
financial instruments with various counterparties, principally
financial institutions with investment grade credit ratings.
Foreign exchange forward contracts and options are valued
using valuation techniques, which employ the use of market
observable inputs. The most frequently applied valuation
techniques include forward pricing and swap models using
present value calculations. The models incorporate various
inputs including the credit quality of counterparties, foreign
exchange spot and forward rates, and yield curves of the
respective currencies.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
170
Long-term financial assets such as equity instruments are
classified as Level 1 as the fair value is calculated using
quoted prices.
The fair values of equity derivative agreements are included
within the derivative financial liabilities balance of £366.9m
(FY25: £327.3m). The equity derivative financial liabilities
as at 26 April 2026 relate to strategic investments held of
between 0.1% and 37.0% of investee share capital.
Sold options are classified as Level 2 as the fair value
is calculated using other techniques, where inputs are
observable.
Trade receivables / payables, amounts owed from related
parties, other receivables / payables, cash and cash
equivalents, current / non-current borrowings, and lease
liabilities are held at amortised cost.
The maximum exposure to credit risk as at 26 April 2026
and at 27 April 2025 is the carrying value of each class
of asset in the Balance Sheet, except for amounts owed
from related parties which is the gross carrying amount of
Contracts
(c)(i) Hedging
The most significant exposure to foreign exchange
fluctuations relates to transactions denominated in foreign
currencies, principally purchases made in US Dollars and
online sales receipts in Euros. The Group’s policy is to reduce
substantially the risk associated with foreign currency
spot rates by using forward fixed rate currency purchase
contracts, taking into account any foreign currency cash
flows. The Group does not hold or issue derivative financial
instruments for trading purposes. If derivatives, including
both forwards and written options, do not qualify for
hedge accounting they are accounted for as such and
accordingly any gain or loss is recognised immediately in
the income statement. Management are of the view that
there is a substantive distinct business purpose for entering
into the options and a strategy for managing the options
independently of the forward contracts. The forward and
options contracts are therefore not viewed as one contract
and hedge accounting for the forwards is permitted.
Hedge effectiveness is determined at inception of the
hedge relationship and at every reporting period end
through the assessment of the hedged items and hedging
instrument to determine whether there is still an economic
relationship between the two.
The critical terms of the foreign currency forwards entered
into exactly match the terms of the hedged item. As
such the economic relationship and hedge effectiveness
are based on the qualitative factors and the use of a
hypothetical derivative where appropriate.
The fair value of hedged contracts was:
26 April 2026 |
27 April 2025 |
|
(£'m) |
(£'m) |
|
Assets |
||
US Dollar purchases |
6.2 |
- |
Euro sales |
33.3 |
31.3 |
Total |
39.5 |
31.3 |
Liabilities |
||
US Dollar purchases |
- |
(8.7) |
Total |
- |
(8.7) |
The details of hedged forward foreign currency purchase
contracts, options and contracted forward rates were as
follows:
26 April 2026 |
27 April 2025 |
|||
(m) |
(£’m) |
(m) |
(£’m) |
|
Currency |
GBP |
Currency |
GBP |
|
US Dollar |
||||
purchases |
420.0 |
305.7 |
560.0 |
429.1 |
Contracted rates |
||||
USD / GBP |
1.36 - 1.41 |
1.26 - 1.36 |
||
Weighted |
||||
average |
||||
contracted rates |
1.37 |
1.31 |
||
USD / GBP |
||||
Euro sales |
(240.0) |
(249.1) |
(240.0) |
(249.1) |
Contracted rates |
||||
EUR / GBP |
0.95 - 0.98 |
0.95 - 0.98 |
||
Weighted |
||||
average |
||||
contracted rates |
0.963 |
0.963 |
||
EUR / GBP |
||||
The timing of the contracts is as follows:
Currency |
Hedging against |
Currency value |
Timing |
Rates |
USD/GBP |
USD inventory |
USD 420m |
FY27-FY28 |
1.36-1.41 |
purchases |
||||
EUR/GBP |
Euro sales |
EUR 240m |
FY28 |
0.95 - 0.98 |
The foreign currency forwards and options are denominated
in the same currency as the highly probable future inventory
purchases and sales so the hedged ratio is 1:1. Hedge
ineffectiveness may arise where the critical terms of the
forecast transaction no longer meet those of the hedging
instrument, for example if there was a change in the timing
of the forecast sales transactions from what was initially
estimated or if the volume of currency in the hedged item
was below expectations leading to over-hedging.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
171
26 April 2026 | 27 April 2025 | |
(£'m) | (£'m) | |
Change in discounted spot value of outstanding hedging instruments since inception of the hedge | (6.0) | (18.5) |
Change in value of hedged item used to determine hedge ineffectiveness | 39.0 | 22.8 |
26 April 2026 | 27 April 2025 | |||
(£’m) | (£’m) | |||
Change in the fair value of | Change in the fair value of | Change in the fair value of | Change in the fair value of | |
the currency forward | the hedged item | the currency forward | the hedged item | |
US Dollars purchases - GBP | 0.4 | (0.4) | (11.7) | 11.7 |
Euro sales | 2.0 | (2.0) | 2.6 | (2.6) |
At 26 April 2026, £249.1m of forward sales contracts (FY25: £249.1m) and £305.7m of purchase contracts (FY25: £429.1m)
qualified for hedge accounting and the movement on the fair valuation of these contracts of £2.4m (FY25: £5.9m) has
therefore been recognised in other comprehensive income.
At 26 April 2026, £85.1m of hedged purchase contracts had a maturity of greater than 12 months (FY25: £88.2m) and
£249.1m of hedged sales contracts had a maturity of greater than 12 months (FY25: £249.1m of sales contracts).
As a result of the changes above there is no ineffectiveness to recognise in profit or loss.
The movements through the Hedging reserve are:
Total | Total | ||||
USD/GBP | EUR/GBP | hedge movement | Deferred tax | hedging reserve | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
As at 28 April 2024 | (1.3) | 29.9 | 28.6 | (6.9) | 21.7 |
Recognised | (12.9) | 3.9 | (9.0) | - | (9.0) |
Reclassified in sales | - | (12.3) | (12.3) | - | (12.3) |
Reclassified in inventory / cost of sales | 2.5 | - | 2.5 | - | 2.5 |
Deferred Tax | - | - | - | 4.6 | 4.6 |
As at 27 April 2025 | (11.7) | 21.5 | 9.8 | (2.3) | 7.5 |
Recognised | (2.1) | 2.0 | (0.1) | - | (0.1) |
Reclassified in sales | - | (29.1) | (29.1) | - | (29.1) |
Reclassified in inventory / cost of sales | 13.3 | - | 13.3 | - | 13.3 |
Deferred Tax | - | - | - | 4.1 | 4.1 |
As at 26 April 2026 | (0.5) | (5.6) | (6.1) | 1.8 | (4.3) |
(c)(ii) Unhedged
The sterling principal amounts of unhedged forward contracts and written currency option contracts and contracted
rates were as follows:
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
US Dollar purchases | 1,060.6 | 705.4 |
Contracted rates USD / GBP | 1.357 - 1.435 | 1.29 - 1.43 |
US Dollar sales | 435.1 | 48.4 |
Contracted rates USD / GBP | 1.09 - 1.1175 | 1.24 |
- Euro sales | 315.8 | 631.6 |
Contracted rates EUR / GBP | 1.14 | 1.14 |
- Euro purchases | 270.1 | 550.8 |
Contracted rates EUR / GBP | 1.27 - 1.41 | 1.27 - 1.41 |
- AUD income | 64.9 | 119.4 |
Contracted rates AUD/GBP | 1.85 | 2.01 |
- AUD costs | 57.1 | - |
Contracted rates AUD/GBP | 2.10 | - |
- ZAR costs | - | 85.1 |
Contracted rates ZAR/GBP | - | 23.5 |
- HUF sales | 6.0 | - |
Contracted rates HUF/EUR | 400.0 | - |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
172
Certain unhedged financial instruments will settle either as purchases or sales depending on evolution of FX rates over
time rather than a single closing rate. The amounts disclosed above represent the total exposure to the Group based
on both scenarios. Based on the prevailing market conditions at the reporting date, the estimated outcome of such
instruments is GBP/USD purchases of £217.5m, EUR sales of £212.0m and AUD sales of £32.4m.
Included within finance income, classified within fair value adjustment to derivatives, is a gain on fair value of unhedged
forward contracts, written currency option contracts and swaps of £24.8m (FY25: loss of £44.5m in finance costs).
At 26 April 2026, £841.8m of unhedged purchase contracts had a maturity at inception of greater than 12 months (FY25:
£935.9m) and £220.2m of unhedged sales had a maturity at inception of greater than 12 months (FY25: £365.5m of
contracts).
These contracts form part of the Treasury management activities, which incorporates the risk management strategy
for areas that are not reliable enough in timing and amount to qualify for hedge accounting. This includes acquisitions,
disposals of overseas subsidiaries, related working capital requirements, dividends and loan repayments from overseas
subsidiaries and purchase and sale of overseas property. Written options carry additional risk as the exercise of the option
lies with the purchaser. The options involve the Group receiving a premium on inception in exchange for accepting that
risk and the outcome is that the bank may require the Group to sell Euros. However, the Group is satisfied that the use
of options as a Treasury management tool is appropriate.
The tables above excludes short term swaps of EUR/GBP of EUR 410m, GBP/ZAR of ZAR 950m, GBP/NOK of NOK 1,770m,
GBP/SEK of 420m, GBP/USD of US$ 490m and AUD/GBP of AUD 85m which were required for cash management purposes
(c) Interest Rate Swaps
The Group uses interest rate swaps to manage its exposure to interest rate movements on its bank borrowings. The Group
has one contract in place that fixes interest payments on variable rate debt. This contract covers a notional amount of
£250.0m and fixed the interest rate at 0.985% per annum until 29 May 2026. The fair value of this interest rate swap is
an asset of £1.1m (FY25: asset of £8.2m). The fair value loss has been recognised in finance cost classified as fair value
adjustment to derivatives.
(d) Sensitivity Analysis
The Group’s principal foreign currency exposures are to US Dollars and Euros. The table below illustrates the hypothetical
sensitivity of the Group’s reported profit and equity to a 10% increase and decrease in the US Dollar / Sterling and Euro
/ Sterling exchange rates at the year-end date, assuming all other variables remain unchanged. The figures have been
calculated by comparing the fair values of outstanding foreign currency contracts at the current exchange rate to those
if exchange rates moved as illustrated. The income statement figures include the profit effect of any relevant derivatives
which are not in a designated cash flow hedge. The impact on US Dollar and Euro related hedging instruments is included
in equity.
Positive figures represent an increase in profit or equity:
Income statement |
Equity |
|||
26 April 2026 |
27 April 2025 |
26 April 2026 |
27 April 2025 |
|
(£’m) |
(£’m) |
(£’m) |
(£’m) |
|
Sterling strengthens by 10% |
||||
US Dollar |
2.3 |
(0.7) |
(42.0) |
(27.6) |
Euro |
(25.0) |
1.7 |
(18.8) |
(5.4) |
Sterling weakens by 10% |
||||
US Dollar |
(2.9) |
0.9 |
51.3 |
33.7 |
Euro |
30.5 |
(2.1) |
23.0 |
6.6 |
Interest Rate Sensitivity Analysis
The following table illustrates the sensitivity of the Group’s reported profit and equity to a 0.5% increase or decrease in
interest rates, assuming all other variables were unchanged.
The analysis has been prepared using the following assumptions:
•
For floating rate assets and liabilities, the amount of asset or liability outstanding at the balance sheet date is assumed
to have been outstanding for the whole year.
•
Fixed rate financial instruments that are carried at amortised cost are not subject to interest rate risk for the purpose
of this analysis.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
173
Positive figures represent an increase in profit or equity:
Income statement | Equity | |||
26 April 2026 | 27 April 2025 | 26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | (£’m) | (£’m) | |
Interest rate increase of 0.5% | (8.6) | (5.8) | (8.6) | (5.8) |
Interest rate decrease of 0.5% | 8.6 | 5.8 | 8.6 | 5.8 |
Long term Investments Sensitivity Analysis
The following table illustrates the sensitivity of price risk in relation to long term investments held by the Group:
26 April 2026 | |
Equity | |
(£'m) | |
Share price increase of 10% | 51.6 |
Share price decrease of 10% | (51.6) |
Equity Options Sensitivity Analysis
The following table illustrates the income statement impact of a reasonable possible movement in option fair values in
the entities over whose shares the Group holds call and put options at the year-end:
Profit/(loss) | |
(£'m) | |
Option price increase of 25% | (44.9) |
Option price decrease of 25% | 44.9 |
The fair value of equity options is subject to market risk. I.e., the fair value or future cash flows will fluctuate based on
several market inputs, with the most significant being the price of the equity shares over which the options are held and
its volatility. Because option pricing is inherently non-linear, changes in these variables do not result in proportionate
changes in the option’s value. It is impracticable to disaggregate the different elements of market risk in the above
sensitivity and, as a result, the sensitivity may not be representative of reasonably possible changes in individual market
risks in isolation. Management consider that a 25% increase in option pricing is a reasonably possible sensitivity on
market risk in aggregate, based on past experience.
The table below shows the maturity analysis of the undiscounted remaining contractual cash flows of the Group’s non
derivative liabilities and foreign currency derivative financial instruments:
Less than 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
2026 | |||||
Non derivative financial liabilities: | |||||
Bank loans and overdrafts | - | - | (1,651.3) | - | (1,651.3) |
Bank loans and overdrafts interest | (94.0) | (99.3) | (105.0) | - | (298.3) |
Trade and other payables | 854.2 | - | - | - | 854.2 |
IFRS 16 Lease liabilities | 195.7 | 177.3 | 330.4 | 646.7 | 1,350.1 |
Derivative financial instruments: | |||||
Cash inflows | (1,748.0) | (803.5) | (165.9) | - | (2,717.4) |
Cash outflows | 1,745.2 | 770.0 | 170.2 | - | 2,685.4 |
953.1 | 44.5 | (1,421.6) | 646.7 | 222.7 | |
2025 | |||||
Non derivative financial liabilities: | |||||
Bank loans and overdrafts | - | - | (1,193.2) | - | (1,193.2) |
Bank loans and overdrafts interest | (80.3) | (85.7) | (91.5) | - | (257.5) |
Trade and other payables | 638.2 | - | - | - | 638.2 |
IFRS 16 Lease liabilities | 165.9 | 134.6 | 250.4 | 647.1 | 1,198.0 |
Derivative financial instruments: | |||||
Cash inflows | (1,076.6) | (394.6) | (694.6) | - | (2,165.8) |
Cash outflows | 1,103.5 | 393.3 | 674.5 | - | 2,171.3 |
750.7 | 47.6 | (1,054.4) | 647.1 | 391.0 |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
174
The capital structure of the Group consists of equity
attributable to the equity holders of the parent company,
comprising issued share capital (less treasury shares),
share premium, retained earnings and cash and
borrowings.
It is the Group’s policy to maintain a strong capital
base in order to maintain investor, creditor and market
confidence and to sustain the development of the
business.
In respect of equity, the Board has decided, in order to
maximise flexibility in the near term with regards to a
number of inorganic growth opportunities under review,
not to return any cash by way of a final dividend at
this time.
The Board is committed to keeping this policy under
review and to look to evaluate methods of returning
cash to shareholders when appropriate.
The objective of the Share Scheme is to encourage
employee share ownership and to link employee’s
remuneration to the performance of the Company. It
is not designed as a means of managing capital. From
time to time the Board may initiate share buy back
programmes.
In respect of cash and borrowings, the Board regularly
monitors the ratio of net debt to Reported EBITDA
(Pre-IFRS 16), the working capital requirements and
forecasted cash flows, however no minimum or maximum
ratios are set outside of maintaining a ratio of net debt
to Reported EBITDA (pre IFRS 16) below 3.0.
Based on this analysis, the Board determines the
appropriate return to equity holders whilst ensuring
sufficient capital is retained within the Group to meet
its strategic objectives, including but not limited to,
acquisition opportunities.
The Group allocates capital in the following order:
•
The existing business such as automation and
infrastructure
•
Growth opportunities such as acquisitions and
property purchases
•
Strategic investments where the Group believes that
there is a mutually beneficial commercial relationship
•
Returns to shareholders in the form of share buy backs
These capital management policies have remained
unchanged from the prior period.
Following the successful refinancing in July 2025 our
capital allocation policy is unchanged to maintain a
robust and flexible credit structure, credit metrics and
liquidity – supported by the Group’s operational cashflows
and financing facilities – at levels commensurate with
an investment grade credit rating. Following this capital
allocation policy, we have a track record of operating
in this manner notwithstanding our significant capital
investments into retail operations, acquisitions, strategic
investments, equity buybacks and real estate. Frasers
retains considerable flexibility to optimise liquidity, and
we will continue to manage liquidity proactively in line
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
Cash in bank and in hand - Sterling | 55.4 | 88.8 |
Cash in bank and in hand - US dollars | 80.5 | 40.7 |
Cash in bank and in hand - Euros | 190.1 | 80.6 |
Cash in bank and in hand - Other | 62.9 | 42.1 |
Cash and cash equivalents including | ||
| overdrafts at period end | 388.9 | 252.2 |
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
Current: | ||
Bank and other loans* | - | 75.0 |
Lease liabilities | 164.0 | 109.6 |
Non-Current | ||
Bank and other loans | 1,651.3 | 1,118.2 |
Lease liabilities | 714.6 | 558.2 |
2,529.9 | 1,861.0 |
* Relates to bilateral loan facilities maturing in less than 12 months.
An analysis of the Group’s total borrowings other than bank
overdrafts is as follows:
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
Borrowings - sterling | 1,651.3 | 1,193.2 |
Group borrowings (excluding Frasers Group Financial
Services Limited) incurred interest at an average rate of
1.75% (FY25: 2.0%) over the interbank rate of the country
within which the borrowing entity resides. The securitisation
loan relating to Frasers Group Financial Services Limited
had a balance at 27 April 2026 of £94.3m (FY25: £93.5m).
The average interest rate paid on the securitisation loan
was 2.4% (FY25: 2.3%) over the Sterling Overnight Index
Average.
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
175
Reconciliation Of Liabilities Arising From
Financing Activities
The changes in the Group’s liabilities arising from financing
activities can be classified as follows:
Non-current | Current | ||
borrowings | borrowings | Total | |
(£’m) | (£’m) | (£’m) | |
At 28 April 2024 | 1,340.0 | 112.5 | 1,452.5 |
Cash-flows: | |||
- Borrowings drawn down | 1,404.5 | 75.0 | 1,479.5 |
- Borrowings repaid | (1,092.5) | - | (1,092.5) |
Lease liability: | |||
- IFRS 16 Lease Liabilities - | |||
| cash-flows | - | (142.0) | (142.0) |
- IFRS 16 Lease Liabilities - | |||
modifications/remeasurements, | |||
transfers from non-current to | (81.1) | 112.1 | 31.0 |
current, interest, and foreign | |||
exchange adjustments | |||
- IFRS 16 Lease Liabilities - new | |||
| leases | 86.4 | 27.0 | 113.4 |
- IFRS 16 Lease Liabilities - | |||
acquired through business | 19.1 | - | 19.1 |
combinations | |||
At 27 April 2025 | 1,676.4 | 184.6 | 1,861.0 |
Cash-flows: | |||
- Borrowings drawn down | 2,400.1 | - | 2,400.1 |
- Borrowings repaid | (1,950.6) | (75.0) | (2,025.6) |
- Borrowings acquired through | |||
| business combinations | 82.3 | - | 82.3 |
Lease liability: | |||
- IFRS 16 Lease Liabilities - | |||
| cash-flows | - | (193.3) | (193.3) |
- IFRS 16 Lease Liabilities - | |||
modifications/remeasurements, | |||
transfers from non-current to | (91.3) | 172.7 | 81.4 |
current, interest, and foreign | |||
exchange adjustments | |||
- IFRS 16 Lease Liabilities - new | |||
| leases | 80.8 | 25.3 | 106.1 |
- IFRS 16 Lease Liabilities - | |||
acquired through business | 168.2 | 49.7 | 217.9 |
combinations (note 33) | |||
At 26 April 2026 | 2,365.9 | 164.0 | 2,529.9 |
During the period, the Group refinanced its existing
borrowings and entered into a combined term loan and
revolving credit facility (“RCF”) of £3 billion for a period of
three years, with the possibility to extend this by a further
two years.
The Group continues to operate comfortably within its
banking facilities and covenants and the Board remains
comfortable with the Group’s available headroom. The
carrying amounts and fair value of the borrowings are
not materially different.
26 April 2026
27 April 2025
(£’m)
(£’m)
Borrowings
(2,529.9)
(1,861.0)
Add back:
Lease liabilities
878.6
667.8
Cash and cash equivalents
388.9
252.2
Net debt
(1,262.4)
Financial | |||||
Legal and | Property | services | |||
regulatory | related | related | Other | Total | |
(£’m) | (£’m) | (£’m) | (£’m) | (£’m) | |
At 28 April 2024 | 123.7 | 124.1 | 8.2 | 3.0 | 259.0 |
Amounts | |||||
| provided | 3.7 | 30.0 | 0.5 | 3.8 | 38.0 |
Amounts utilised | |||||
| / reversed | (26.1) | (40.9) | (5.7) | (0.7) | (73.4) |
At 27 April 2025 | 101.3 | 113.2 | 3.0 | 6.1 | 223.6 |
Acquired | |||||
through business | - | 6.1 | - | - | 6.1 |
combinations | |||||
Amounts | |||||
| provided | - | 14.0 | 1.0 | 1.7 | 16.7 |
Amounts utilised | |||||
| / reversed | (48.9) | (35.0) | - | (2.5) | (86.4) |
At 26 April 2026 | 52.4 | 98.3 | 4.0 | 5.3 | 160.0 |
Financial services related and other provisions are
categorised as current liabilities, while legal and regulatory
and property related provisions are non-current.
Legal and regulatory provisions
Legal and regulatory provisions reflect management’s
best estimate of the potential costs arising from the
settlement of outstanding disputes of a commercial and
regulatory nature.
A substantial portion of the amounts provided relates
to ongoing legal claims and non-UK tax enquiries. In
accordance with IAS37.92, management have concluded
that it would prejudice seriously the position of the Group
to provide further specific disclosures in respect of amounts
provided for legal claims and non-UK tax enquiries.
The timing of the outcome of legal claims and non-UK
tax inquiries is dependent on factors outside the Group’s
control and therefore the timing of settlement is uncertain.
After taking appropriate legal advice, the outcomes of
these claims are not expected to give rise to material loss
in excess of the amounts provided.
Property related provisions
Included within property related provisions are onerous
lease provisions and provisions for dilapidations in respect
of the Group’s retail stores and warehouses. Further details
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
176
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
Trade payables | 457.7 | 339.9 |
Amounts owed to related undertakings | - | 0.5 |
Other taxes including social security | ||
| costs | 56.2 | 25.6 |
Other payables | 108.6 | 69.5 |
Accruals | 256.6 | 228.3 |
879.1 | 663.8 |
Included within other payables are amounts outstanding in
respect of gift cards and vouchers of £32.3m (FY25: £33.9m).
The Directors consider that the carrying amount of trade
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
AUTHORISED | ||
999,500,010 ordinary shares of 10p each | 100.0 | 100.0 |
ALLOTTED, CALLED UP AND FULLY PAID | ||
640,602,369 (FY25: 640,602,369) ordinary | ||
| shares of 10p each | 64.1 | 64.1 |
SHARE CAPITAL | ||
At 26 April 2026 and At 27 April 2025 | 64.1 | 64.1 |
The Group holds 192,539,871 ordinary shares in treasury
(FY25: 190,286,334).
The holders of ordinary shares are entitled to receive
dividends as declared from time to time and are entitled
to one vote per ordinary share at general meetings of the
Company.
We are aware of unsponsored American Depository
Receipt (ADR) programmes established from time to
time in respect of our shares. We have not sponsored or
authorised their creation and any questions should be
directed to the relevant depositary.
Frasers has not and does not intend to offer or sell its
Ordinary Shares or other securities (in the form of ADR or
otherwise) to the general public in the United States nor
has it listed or intends to list its Ordinary Shares or other
securities on any national securities exchange in the United
States or to encourage the trading of its Ordinary Shares
on any over the counter market located in the United
States. Frasers does not make arrangements to permit the
voting of Ordinary Shares held in the form of ADRs and its
publication of periodic financial and other information is
not intended to facilitate the operation of any unsponsored
ADR programme under Rule 12g3-2(b) of U.S. Securities
Exchange Act of 1934, as amended or otherwise.
Contingent Share Awards
Share Schemes
The Group holds 17,386,913 shares in the Own Share Reserve
Fearless 1200 Bonus Scheme
On 10 February 2021, the ‘Fearless 1000’ bonus scheme
was granted, which would lead the Group to issue shares
to participating employees for no cash consideration if
certain market conditions were achieved. This scheme’s
vesting period was due to end in October 2025. Following
approval at the AGM on 24 September 2025, the ‘Fearless
1200’ scheme rules superseded the previous scheme. The
updated vesting period, commencing on 6 October 2025
will conclude in October 2030. In addition to a service
condition, in order to vest, the Frasers Group plc share
price must exceed £10 for 30 consecutive days during the
vesting period, or the Remuneration Committee can allow
the awards to vest if a £12 share price target is achieved
(this is a reduction from £15 per the scheme rules of the
‘Fearless 1000’ scheme).
Where the scheme conditions are satisfied, 50% of any
share award will vest 5 years from the grant date, with the
remaining 50% vesting 6 years from the grant date. Were
the conditions to be satisfied, the award would result in
£125.5m of fully paid ordinary shares in Frasers Group plc
being paid to eligible employees.
The scheme has been assessed to be an equity-settled
share-based payment as defined by IFRS 2 Share-based
payments. In line with the accounting policy in note 1, the
fair value at the grant date for each of the instruments
granted is expensed to the Consolidated Income Statement
on a straight-line basis over the vesting period, with the
corresponding credit going to equity.
The assessed fair value at grant date of the shares granted
during the period ended 26 April 2026 was 585.76p per
share for the 5-year vesting period and 586.19p per share
for the 6-year vesting period. The fair value at grant date
was independently determined using an adjusted form of
the Black-Scholes model which includes a Monte Carlo
simulation that takes into account the exercise price, the
term of the option, the impact of dilution (where material),
the share price at grant date and expected price volatility
of the underlying share, the expected dividend yield, and
the risk-free interest rate for the term of the scheme. The
model inputs for shares granted during the period ended
26 April 2026 included:
•
exercise price: £nil
•
grant date: 6 October 2025
•
expiry date: 30 September 2030 and 30 September
2031
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
177
•
share price at grant date: 743p
•
expected price volatility of the company’s shares:
30.60%
•
expected dividend yield: 0%
•
risk-free interest rate: 4.02%
For the equity-settled element of the FY26 Fearless 1200
plan, a charge in the Consolidated Income Statement of
£7.5m has been recognised in the period with an equivalent
amount being recognised in equity.
The scheme also includes the possibility of a cash bonus
for all other eligible employees who do not qualify for
the ‘Fearless 1200’ share scheme. The cash bonus is to be
awarded concurrently with the end of the 5-year vesting
period above and is based on employee tenure.
As the
award of the bonus is not related to the share price, this
has been accounted for as a long-term employee benefit
as defined by IAS 19 Employee Benefits. A charge to
the Consolidated Income Statement of £2.4m has been
recognised in the current period.
Executive Share Schemes
In addition to the ‘Fearless 1000’ scheme, at the annual
general meeting in October 2021, the shareholders gave
approval for the Executive Share Scheme (‘ESS’) under
which 600,000 shares could be issued by the Group to
Chris Wootton (CFO), Sean Nevitt (CSCO) and David
Al-Mudallal (COO) for no cash consideration, if certain
market conditions were met. This scheme was granted on
14 October 2021.Separately, at the AGM in October 2022,
our shareholders gave approval for the CEO Executive
Share Scheme where 6,711,409 shares could be awarded
by the Group to Michael Murray (CEO) if certain market
conditions were achieved. This scheme was granted on 19
October 2022.
To continue to motivate and incentivise delivery of sustained
performance over the long-term, and to promote alignment
with shareholders’ interests, at the annual general meeting
in September 2025 an updated Executive Share Scheme
and CEO Executive Share Scheme were approved, with
the awards subsequently granted on 23 December 2025.
Under the approved rules, where performance metrics are
satisfied, 8,304,361 shares may be awarded to the CEO,
2,100,840 shares may be awarded to the COO and 833,333
shares may be awarded to each of the CFO and CSCO. In
achieving the awards, the Frasers Group plc share price
must exceed £12, for at least 30 consecutive trading days,
at any point during the vesting period and adjusted PBT in
excess of £500m must be achieved for any of the financial
periods during the vesting period. Where the performance
metrics are satisfied, the awards will vest in tranches of
50% over five and six year periods. These will end on 30
September 2030 and 30 September 2031.
In all other respects the shares rank equally with other fully
paid ordinary shares on issue.
The scheme is deemed to be an equity-settled share-based
payment as defined by IFRS 2 Share-based payments. In
line with the accounting policy in note 1, the fair value at
the date of grant for each instrument granted is expensed
to the Consolidated Income Statement on a straight-line
basis over the vesting period, with the corresponding credit
going to equity.
A charge in the Consolidated Income Statement of £2.8m
has been recognised in the period in relation to these
schemes with an equivalent amount being recognised in
equity.
The assessed fair value at grant date of the shares granted
during the period ended 27 April 2026 was 353.35p per
share for the 5 year vesting period and 354.72p per share
for the 6 year vesting period. The fair value at grant date
is independently determined using an adjusted form of
the Black-Scholes model which includes a Monte Carlo
simulation model that takes into account the exercise
price, the term of the option, the impact of dilution (where
material), the share price at grant date and expected price
volatility of the underlying share, the expected dividend
yield, and the risk-free interest rate for the term of the
scheme. The model inputs for shares granted during the
period ended 26 April 2026 included:
•
exercise price: £nil (£0.10 for the CEO and COO)
•
grant date: 23 December 2025
•
expiry date: 30 September 2030 and 30 September
2031
•
share price at grant date: 669p
•
expected price volatility of the company’s shares:
30.87%
•
expected dividend yield: 0%
•
risk-free interest rate: 3.80%
The expected price volatility is based on the historic
volatility (based on the remaining life of the scheme),
adjusted for any expected changes to future volatility
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
178
Permanent | Capital | Reverse | ||||
contribution | redemption | combination | Hedging | Revaluation | Total other | |
to capital | reserve | reserve | reserve | reserve | reserves | |
(£'m) | (£'m) | (£'m) | (£'m) | (£'m) | (£'m) | |
At 28 April 2024 | 0.1 | 8.0 | (987.3) | 21.7 | 1.2 | (956.3) |
Cash flow hedges | ||||||
- recognised in the period | - | - | - | (9.0) | - | (9.0) |
- reclassified and reported in inventory / cost of sales | - | - | - | (12.3) | - | (12.3) |
- reclassified in the period and reported in sales | - | - | - | 2.5 | - | 2.5 |
- Taxation | - | - | - | 4.6 | - | 4.6 |
At 27 April 2025 | 0.1 | 8.0 | (987.3) | 7.5 | 1.2 | (970.5) |
Cash flow hedges | ||||||
- recognised in the period | - | - | - | (0.1) | - | (0.1) |
- reclassified and reported in sales | - | - | - | (29.1) | - | (29.1) |
- reclassified in the period and reported in inventory / cost of | ||||||
sales | - | - | - | 13.3 | - | 13.3 |
- Taxation | - | - | - | 4.1 | - | 4.1 |
At 26 April 2026 | 0.1 | 8.0 | (987.3) | (4.3) | 1.2 | (982.3) |
The permanent contribution to capital relates to a cash payment of £50,000 to the Company on 8 February 2007 under
a deed of capital contribution.
The capital redemption reserve arose on the redemption of the Company’s redeemable preference shares of 10p each
at par on 2 March 2007.
The reverse acquisition reserve exists as a result of the adoption of the principles of reverse acquisition accounting in
accounting for the Group restructuring which occurred on 2 March 2007 and 29 March 2007 between the Company
and Sports World International Limited, Brands Holdings Limited, International Brand Management Limited and CDS
Holdings SA with Sports World International Limited as the acquirer.
The hedging reserve represents the cumulative amount of gains and losses on hedging instruments deemed effective in
cash flow hedges. The cumulative deferred gain or loss on the hedging instrument is recognised in the income statement
only when the hedged transaction impacts the income statement.
Other Balance Sheet Reserves
The foreign currency translation reserve is used to record exchange differences arising from the translation of the Financial
Statements of foreign subsidiaries and associates.
Direct Employee Benefit Trust to satisfy options under the Group’s share options scheme. The treasury reserve represents
The Group holds 17,386,913 shares in the Employee Benefit Trust as at period end (FY25: 17,386,913).
International Group AS is incorporated in Estonia with the principal places of business being a number of Baltic countries
in Europe. The non-controlling interests hold 40% of the share capital of Sportland International Group AS. During the
period £2.2m profit (FY25: £0.1m) has been allocated to the non-controlling interests of Sportland International Group AS,
resulting in an accumulated non-controlling interests at the end of the period of £26.2m (FY25: £24.0m). No dividend was
paid to the non-controlling interest in the period (FY25: £nil). The group of companies headed by Sportland International
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
179
XXL
At the beginning of the financial period, the Group held
40.83% of the total share capital of XXL ASA (‘XXL’) as a
long-term financial asset, XXL’s principal activity being
the retail of sports and outdoor clothing, equipment and
accessories across Norway, Sweden and Finland.
On 27 June 2025, following the issue and completion of a
mandatory offer, the Group acquired the remaining 59.17%
of the total share capital of XXL for 10 NOK per share, with
total cash paid equivalent to £42.9m
In line with the requirements of IFRS 3 Business Combinations,
at the point of acquisition, the Group remeasured its
previously held equity interest in the acquiree to its
acquisition-date fair value. This was determined to be £25.7m
by reference to price paid per share as at the acquisition
date. This resulted in a gain of £4.5m recognised within
Other Comprehensive Income.
The total acquisition-date consideration was therefore
calculated as £68.6m, being the sum of £42.9m of cash
consideration and the £25.7m acquisition-date fair value
of the existing shareholding of the Group.
The goodwill generated on acquisition reflects the expected
synergies from being part of a larger group, leveraging the
Group’s expertise and infrastructure to deliver operational
efficiencies and support growth in the Nordic region.
The asset and liability values at acquisition are detailed
below:
Fair values |
|
(£'m) |
|
Property, plant and equipment |
4.8 |
Right of use assets |
155.6 |
Inventories |
134.6 |
Trade and other receivables |
24.3 |
Cash and cash equivalents |
40.4 |
Trade and other payables |
(181.8) |
Borrowings |
(62.4) |
Lease Liabilities |
(186.0) |
Goodwill |
139.1 |
Net assets acquired |
68.6 |
Transaction costs for the acquisition of XXL totalled £1.4m.
Information on the subsequent impairment of the goodwill
can be found in note 18..
Holdsport
On 26 November 2024, the Group announced the conclusion
of an agreement to acquire 100% of the share capital of
S and R Holdco (Pty) Ltd (‘Holdsport’) from OMPE, S&R
Management Co and Holdsport Group Management Trust
for £122.9m. The transaction was subject to competition
clearance, with these regulatory conditions being satisfied
on 16 May 2025, the date from which the Group obtained
control of Holdsport and from which it was consolidated.
The consideration of £122.9m was wholly paid in cash.
Holdsport is predominantly a South African sportswear
retailer but also has manufacturing, wholesale and
e-commerce elements. In recent years, the business
has expanded with a store opening in Namibia and has
diversified into the Premium sector working with partners
such as Jordan, Adidas and PUMA. The acquisition is in line
with Frasers Group’s strategy in expanding internationally.
The goodwill generated on acquisition reflects the expected
synergies from combining operations between the Group
and the acquiree because of leveraging the Group’s supply
chain and operations.
The asset and liability values at acquisition are detailed
below:
Fair values |
|
(£'m) |
|
Intangible Assets |
19.5 |
Property, plant and equipment |
8.9 |
Right of use assets |
16.5 |
Deferred tax |
1.4 |
Inventories |
36.5 |
Trade and other receivables |
3.6 |
Cash and cash equivalents |
2.1 |
Trade and other payables |
(18.5) |
Borrowings |
(19.9) |
Lease Liabilities |
(17.1) |
Provisions |
(0.9) |
Goodwill |
90.8 |
Net assets acquired |
122.9 |
Transaction costs for the acquisition of Holdsport totalled
£1.9m.
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
180
Other Acquisitions
On 8 October 2025, the Group acquired the trade and assets
of The Webster, a premium luxury brand in the US, operating
an online presence and 12 locations for consideration of
£0.4m. This acquisition strengthens the Group’s premium
and luxury offering.
On 23 March 2026, the Group acquired 75% of the total
shareholding of Maxi Sport A.S.A. for cash consideration
totalling £0.2m.
During the period, the Group also increased its shareholding
in Tymit Limited to 69% following the purchase of additional
shares for nominal consideration.
The fair values of consideration paid and of assets and
liabilities acquired through the above transactions are
included within the tables below. In each case, the Group
obtained control at the point of acquisition, and these
entities have been consolidated from that point.
Property acquisitions
During the period, the Group acquired two strategic physical
retail locations. On 20 November 2025, the Group acquired
100% of the share capital of Braehead Glasgow Limited
and Braehead Park Investments Limited for consideration
of £209.0m, paid wholly in cash, in order to acquire the
Braehead Shopping Centre in Glasgow, Scotland. On 9
December 2025, in acquiring the Swindon Designer Outlet,
the Group acquired 100% of the share capital of COSDO
Swindon Limited for consideration of £138.2m, paid wholly
in cash.
As the purpose of each of these transactions was the
acquisition of the physical retail locations, the Group has
considered the concentration test per IFRS 3 Business
Combinations. As the fair value of the assets acquired
is concentrated in a single identifiable asset for both
transactions, these have not been assessed as business
combinations and have instead been treated as additions
to Investment Property. See note 17.
Summary of FY26 Business Combinations
The following table summarises the fair values of
consideration paid:
Fair value | |||
Cash | of existing | Total | |
consideration | shareholding | consideration | |
(£m) | (£m) | (£m) | |
XXL | 42.9 | 25.7 | 68.6 |
Holdsport | 122.9 | - | 122.9 |
Webster | 0.4 | - | 0.4 |
Total | 166.2 | 25.7 | 191.9 |
The asset and liability values of all the acquisitions are
summarised below:
Fair values | |
(£m) | |
Intangible assets | 19.5 |
Property, plant and equipment | 23.6 |
Right of use assets | 182.1 |
Deferred tax assets | 1.4 |
Inventories | 177.6 |
Trade and other receivables | 30.9 |
Cash and cash equivalents | 44.8 |
Trade and other payables | (216.4) |
Borrowings | (82.3) |
Lease liabilities | (217.9) |
Provisions | (6.1) |
Goodwill | 234.8 |
Gain on bargain purchase | (0.9) |
Net assets acquired | 191.1 |
NCI at Acquisition | 0.8 |
Reconciliation to Consideration | 191.9 |
Total transaction costs across all acquisitions totalled £3.3m,
the amount has been recognised within selling, distribution
and administrative expenses in the period.
Since the date of control, the following amounts have been
included within the Group’s Financial Statements for the
period:
Operating profit/ | Profit/(loss) | ||
Revenue | (loss) | before tax | |
(£m) | (£m) | (£m) | |
XXL | 393.9 | (26.2) | (33.1) |
Holdsport | 168.8 | 26.3 | 12.4 |
Webster | 31.9 | (6.3) | (7.0) |
Total | 594.6 | (6.2) | (27.7) |
Had the acquisitions been included from the start of the
period the following amounts would have been included
within the Group’s Financial Statements for the period:
Operating profit/ | Profit/(loss) | ||
Revenue | (loss) | before tax | |
(£m) | (£m) | (£m) | |
XXL | 474.5 | (31.6) | (39.9) |
Holdsport | 168.8 | 26.3 | 12.4 |
Webster | 58.2 | (11.5) | (12.8) |
Total | 701.5 | (16.8) | (40.3) |
There were no contingent liabilities acquired as a result
of the above transactions.
Reconciliation of net cash outflows from investing
activities:
Fair value of | |||
cash and cash | Purchase of | ||
Cash | equivalents | subsidiaries, net | |
consideration | acquired | of cash acquired | |
(£m) | (£m) | (£m) | |
XXL | 42.9 | 40.4 | 2.5 |
Holdsport | 122.9 | 2.1 | 120.8 |
Webster | 0.4 | - | 0.4 |
Total | 166.2 | 42.5 | 123.7 |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
181
An additional net cash inflow of £2.5m occurred in
relation to other business combination transactions in
the period.
Measurement Period Adjustments for FY25
Acquisitions
A number of business combinations took place and
were disclosed in the prior period financial statements.
Following the conclusion of the measurement period for
each transaction, no adjustments have been made to
The Group had capital commitments of £37.0m as at 26
The Group has taken advantage of the exemptions
contained within IAS 24 “Related Party Disclosures” from
the requirement to disclose transactions between Group
companies as these have been eliminated on consolidation.
The Group entered into the following transactions and
holds the following outstanding balances with related
parties:
52 weeks ended 26 April 2026:
Trade | Trade | ||||
and other | and other | ||||
Relationship | Sales | Purchases | receivables | payables | |
(£’m) | (£’m) | (£’m) | (£’m) | ||
Related party | |||||
Four (Holdings) | |||||
Limited & | Associate | 3.5 | 11.7 | 7.1 | 0.3 |
subsidiaries (1) | |||||
Commerce | |||||
PSNL (Investco) | Associate | 1.9 | 2.5 | 0.2 | - |
Limited (2) | |||||
Hugo Boss | |||||
AG (3) | Associate | 0.5 | 63.5 | - | 1.3 |
Mash Holdings | Parent | ||||
Limited | Company | - | 0.2 | - | - |
MFT Capital | |||||
Limited (4) | Associate | - | - | 13.1 | - |
Mike Ashley (5) | Shareholder | 1.8 | - | - | - |
Pretty Boy | |||||
Ugly World | Associate | - | 0.2 | - | - |
Limited | |||||
Reath SW | Connected | ||||
Limited (6) | persons | - | 0.5 | - | - |
X Channel | |||||
Marketing | Associate | - | 1.3 | 0.5 | - |
Limited (7) | |||||
YSV (Holdco) | |||||
Limited (8) | Associate | - | - | 11.5 | - |
Total | 7.7 | 79.9 | 32.4 | 1.6 |
(1)
The outstanding balance with Four (Holdings) Limited reflects the funding loan. The
transactions in the period reflect interest charged on the loan and purchases of goods for
resale at commercial rates.
(2)
Commerce PSNL (Investco) Limited (PSNL) renders personalisation services for products
sold by the group, charged at commercial rates. The Group sources materials and personnel
for PSNL, for which the Group are reimbursed at commercial rates and reflected in sales
above.
(3)
The transactions with Hugo Boss AG in the period reflect purchases of goods for resale
and the sale of marketing services rendered by the Group, both of which are conducted at
arm’s length at commercial rates.
(4)
The outstanding balance with MFT Capital Limited relates to a loan issued in the period.
(5)
The transactions in the period relate to the use of the Company jet and helicopter, which
are charged at commercial rates.
(6)
Reath SW Limited is a company in which Robert Palmer, the Group’s Company Secretary
for a part of the current period, is a director. Reath SW Limited provide professional services
to the Group.
(7)
X Channel Marketing Limited provides marketing services to the Group at commercial
rates.
(8)
The outstanding balance with YSV (Holdco) Limited relates to a loan issued in the period.
52 weeks ended 27 April 2025:
Trade | Trade | |||||
and other | and other | |||||
Relationship | Sales | Purchases | receivables | payables | ||
(£’m) | (£’m) | (£’m) | (£’m) | |||
Related | ||||||
party | ||||||
Four | ||||||
(Holdings) | ||||||
Limited & | Associate | 5.1 | 32.9 | 7.3 | 0.4 | |
subsidiaries | ||||||
Mike Ashley | Shareholder | 1.3 | - | - | - | |
Reath SW | Connected | |||||
Limited | persons | - | 0.5 | - | 0.1 | |
X Channel | ||||||
Marketing | Associate | - | 0.6 | - | - | |
Limited | ||||||
IWL | ||||||
Realisations | Associate | 0.4 | 0.2 | - | - | |
2023 Ltd | ||||||
Kangol LLC | Associate | - | 0.2 | - | - | |
Fulham | ||||||
Football Club | Associated | |||||
Limited | Entity | - | 0.1 | - | - | |
Total | 8.9 | 35.9 | 9.7 | 2.1 |
The trade and other receivables balance for a number of
the above entities includes loan balances with the Group.
Four (Holdings) Limited owe an unsecured loan balance
of £15.0m (gross of amounts recognised in respect of loss
allowance, £6.8m (FY25: £6.4m) net of amounts recognised
in respect of loss allowance) which attracts interest at SONIA
+ 2.5% within current assets (FY25: £22.5m).
The trade and other receivables balance with MFT Holdings
Limited includes a loan balance issued during the period
of £14.5m (gross of amounts recognised in respect of loss
allowance, £13.1m net of amounts recognised in respect
of loss allowance) which attracts interest at 4.0% within
current assets.
The trade and other receivables balance with YSV (Holdco)
Limited includes a loan balance issued during the period
of £11.5m (gross of amounts recognised in respect of loss
allowance, £11.5m net of amounts recognised in respect
of loss allowance) which attracts interest at the Bank of
England base rate +3.0% within current assets.
These loans have been accounted for at amortised cost
in accordance with IFRS 9. The carrying values have
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
182
been determined by assessing the recoverability of the
receivable balance, discounted at an appropriate market
rate of interest.
Relationship Between Frasers Group plc and Mike Ashley
Mike Ashley opened his first sports shop in 1982 and built the
Frasers Group into a multi-billion-pound retailer over the next
forty years. The Group was initially floated on the London
Stock Exchange in 2007 and following continued growth
Mike stepped down as CEO in 2022. He also stepped down
from the Board of Directors in 2022 and has no day-to-day
involvement or responsibility for the strategic direction of
the Group or any Board matters.
However, given his extensive involvement in leading the
business for over forty years, the Board has an agreement
with Mr Ashley, through his own company MASH Holdings
Limited, which provides for management to seek his expertise
in discrete areas where he has specific knowledge, for
example in warehousing, logistics or strategic relationships
with the supply chain. He does not receive any remuneration
for providing this advice to management and has no
decision-making powers.
Non-Executive Director Compensation
52 weeks ended | 52 weeks ended | |
26 April 2026 | 27 April 2025 | |
(£’m) | (£’m) | |
Salaries and short-term | ||
benefits | 1.7 | 2.1 |
Fair value charge for Executive | ||
Share Scheme | 8.2 | 6.1 |
Total | 9.9 | 8.2 |
Key management personnel are considered to be the
directors and members of management who play a key
part in the long-term strategy and operations of the
Group. Detailed remuneration disclosures are provided in
the Directors’ Remuneration Report in this annual report
The Group is controlled by Mike Ashley through his 100%
shareholding in Mash Holdings Topco Limited, which owns
MASH Beta Limited and MASH Holdings Limited, which
held 303,507,460 ordinary shares (67.8% of the issued
ordinary share capital of the Company) and 26,561,540
ordinary shares (5.9% of the issued ordinary share
capital of the Company) respectively at the period end.
Mash Holdings Topco Limited is the smallest and largest
company to consolidate these accounts. Mash Holdings
Topco Limited is registered in England and Wales and a
copy of their financial statements can be obtained from
On 27 April 2026 and 9 June 2026, the Group commenced
share buyback programmes with the aggregate purchase
price of all shares acquired under these programmes of
no greater than £70m each and the maximum number of
shares that may be purchased under the programmes of
10m ordinary shares each. The purpose of the programmes
is to reduce the share capital of the Company. 401,003
shares with an aggregate purchase price of £2.7m have
been purchased as at 15 July 2026. Following the above
purchases, the Company holds 192,940,874 ordinary shares
as treasury shares. The total number of ordinary shares in
issue (excluding shares held as treasury shares) is 447,661,495.
On 29 April 2026, the Group acquired York Designer Outlet
and East Midlands Designer Outlet for consideration of
£370.5m.
On 29 May 2026, the Group acquired the Junction outlet in
Antrim and The Boulevard outlet in Banbridge for combined
consideration of £46.7m.
On 10 June 2026, the Group announced its decision to launch
a voluntary public takeover offer pursuant to the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs-
und Übernahmegesetz) to acquire all of the no-par value
registered shares in HUGO BOSS AG which are not held
by Frasers, corresponding to approximately 73.94% of the
share capital and 73.42% (excluding treasury shares) of the
voting rights of Hugo Boss. The Group intends to offer a cash
consideration per HUGO BOSS Share of €38.00. Pursuant
to the Offer, the aggregate consideration for the HUGO
BOSS Shares which are not held by Frasers is in the amount
of approximately €1,978.0 million (approximately £1,727.1
million). Subject to shareholder approval and regulatory
clearances, the Group expects the Offer to complete in
the second half of 2026.
On 15 June 2026, the Group made an all-cash on-market
takeover offer for the remaining fully paid ordinary share
capital of Accent Group. The Group’s year end holding of
Accent Group was 22.90% of the fully paid ordinary shares
in the issued capital of Accent. The aggregate consideration
pursuant to the Offer for the Accent Shares which are not
already held by the Group is approximately A$316 million
(approximately £166 million). The Offer officially commenced
at the start of trading on Australian Stock Exchange (ASX)
on 30 June 2026 and will end at the close of trading on
ASX on 30 July 2026.
On 30 June 2026, the Group acquired the entire share capital
of Hervis Sport és Divatkereskedelmi Kft and Hervis Sport
and Fashion srl., a sports retailer in Hungary and Romania,
for consideration of £2 and will therefore consolidate the
results of the acquiree from the date the Group obtained
control in FY27. Due to the proximity of the acquisition date
to the date these financial statements were authorised for
issue, the initial accounting for the business combination
is incomplete and so the disclosures required by IFRS 3
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
183
PERCENTAGE |
||||
OF ISSUED |
||||
SHARE |
||||
COMPANY |
CAPITAL |
NATURE |
||
NAME |
REGISTERED OFFICE ADDRESS |
NUMBER |
HELD |
OF ENTITY |
0001 Affinity Talke (Freeholdco) Limited |
3rd Floor 44 Esplanade, St Helier, Jersey, JE4 9WG |
122593 |
100 |
Non-retailer |
0001 P HAY EXETER HEADL (FREEHOLDCO) |
||||
LIMITED |
Shirebrook (1) |
11775597 |
100 |
Non-retailer |
0002 Affinity Fleetwood (Freeholdco) Limited |
3rd Floor 44 Esplanade, St Helier, Jersey, JE4 9WG |
122594 |
100 |
Non-retailer |
0002 PHAY EXETER RESI FREEHOLDCO LIMITED |
Shirebrook (1) |
15089415 |
100 |
Non-retailer |
0003 Affinity Atlantic Village (Freeholdco) Limited |
3rd Floor 44 Esplanade, St Helier, Jersey, JE4 9WG |
124522 |
100 |
Non-retailer |
0004 Affinity Sterling Mills (Freeholdco) Limited |
3rd Floor 44 Esplanade, St Helier, Jersey, JE4 9WG |
126377 |
100 |
Non-retailer |
0008 POPES BRIXTON (FREEHOLDCO) LIMITED |
Shirebrook (1) |
9127300 |
100 |
Non-retailer |
0015 DEMANDEVILLE RP ENFIELD |
||||
(FREEHOLDCO) LIMITED |
Shirebrook (1) |
10086209 |
100 |
Non-retailer |
0016 Bryanston St LDN FIT (Leaseco) Limited |
Shirebrook (1) |
16515628 |
100 |
Non-retailer |
0018 (PROPCOSO) LIMITED |
Shirebrook (1) |
12822794 |
100 |
Non-retailer |
0019 (PROPCOSO) LIMITED |
Shirebrook (1) |
12822856 |
100 |
Non-retailer |
0019 ABAR SOUTHAMPTON (FREEHOLDCO) |
||||
LIMITED |
Shirebrook (1) |
8512480 |
100 |
Non-retailer |
0020 (PROPCOSO) LIMITED |
Shirebrook (1) |
12823728 |
100 |
Non-retailer |
0020 MILSOM BATHGH (LEASECO) LIMITED |
Shirebrook (1) |
16388565 |
100 |
Non-retailer |
0021 George St Stranraer (Freeholdco) Limited |
Shirebrook (1) |
16479220 |
100 |
Non-retailer |
0021 New Cthdrl MCR (Freeholdco) Limited |
Shirebrook (1) |
17030161 |
100 |
Non-retailer |
0022 Wharfside Mailbox Bham (Leaseco) Limited |
Shirebrook (1) |
17081621 |
100 |
Non-retailer |
0024 TFS Mart Minehead (Freeholdco) Limited |
Shirebrook (1) |
16676166 |
100 |
Non-retailer |
0025 FORE ST REDRUTH CORNWALL |
||||
(FREEHOLDCO) LIMITED |
Shirebrook (1) |
14845681 |
100 |
Non-retailer |
0027 Philadelphia CC Quakers Bristol HN |
||||
(Leaseco) Limited |
Shirebrook (1) |
17106149 |
100 |
Non-retailer |
0032 NORTH END FULHAM (FREEHOLDCO) |
||||
LIMITED |
Shirebrook (1) |
7852037 |
100 |
Non-retailer |
C/O Eversheds Sutherland 4f Montgomery House, |
||||
0033 (PROPCOSO) LIMITED |
Montgomery Street, Belfast, United Kingdom, BT1 |
NI672033 |
100 |
Non-retailer |
4NX |
||||
0034 CASTLE PLACE BELFAST (FREEHOLDCO) |
||||
LIMITED |
Shirebrook (1) |
9872471 |
100 |
Non-retailer |
0035 KETTLEBRIDGE JW SHEFF (LEASECO) |
||||
LIMITED |
Shirebrook (1) |
11775722 |
100 |
Non-retailer |
0040 BLACKBURNFIT (LEASECO) LIMITED |
Shirebrook (1) |
9038881 |
100 |
Non-retailer |
0041 H ST EAST HAM (FREEHOLDCO) LIMITED |
Shirebrook (1) |
9810378 |
100 |
Non-retailer |
0041 REDHILL SURREY (FREEHOLDCO) LIMITED |
Shirebrook (1) |
15858660 |
100 |
Non-retailer |
0045 DERBYFIT (LEASECO) LIMITED |
Shirebrook (1) |
9039481 |
100 |
Non-retailer |
0062 Broad St BGH (Leaseco) Limited |
Shirebrook (1) |
16650098 |
100 |
Non-retailer |
0071 (PROPCOSO) LIMITED |
Shirebrook (1) |
12332871 |
100 |
Non-retailer |
0074 UNION ST ABERDEEN (FREEHOLDCO) |
||||
LIMITED |
Shirebrook (1) |
8512592 |
100 |
Non-retailer |
0075 POPES ROAD BRIXTON (FREEHOLDCO) |
||||
LIMITED |
Shirebrook (1) |
11577256 |
100 |
Non-retailer |
0077 DONCASTER FRENCHGATE |
||||
(FREEHOLDCO) LIMITED |
Shirebrook (1) |
11578164 |
100 |
Non-retailer |
0078 (PROPCOSO) LIMITED |
Shirebrook (1) |
7852207 |
100 |
Non-retailer |
0078 TRELOGGAN RD NEWQUAY |
||||
(FREEHOLDCO) LIMITED |
Shirebrook (1) |
10089800 |
100 |
Non-retailer |
0082 SOUTHAMPTON RD SALISBURY |
||||
(FREEHOLDCO) LIMITED |
Shirebrook (1) |
10107572 |
100 |
Non-retailer |
0083 QST NEWTON ABBOTT (FREEHOLDCO) |
||||
LIMITED |
Shirebrook (1) |
6836666 |
100 |
Non-retailer |
0091 (PROPCOSO) LIMITED |
Shirebrook (1) |
8679118 |
100 |
Non-retailer |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
184
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE OF | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | ENTITY |
0092 CORNMILL CENTRE DARLINGTON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 10915193 | 100 | Non-retailer |
0093 (PROPCOSO) LIMITED | Shirebrook (1) | 11730253 | 100 | Non-retailer |
0107 REGENT ST SWINDON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9888662 | 100 | Non-retailer |
0112 BRIDGE ST LION HOT (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 6836880 | 100 | Non-retailer |
0115 QNS SQUARE MIDDLESBROUGH | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 12332862 | 100 | Non-retailer |
0119 (PROPCOSO) LIMITED | Shirebrook (1) | 9039405 | 100 | Non-retailer |
0124 MURRAYGATE DUNDEE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9702004 | 100 | Non-retailer |
0137 CARDIFF QSTREET (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11227321 | 100 | Non-retailer |
0139 H ST CHATHAM (FREEHOLDCO) LIMITED | Shirebrook (1) | 6836679 | 100 | Non-retailer |
0139 TRAFFORD MISSG (FREEHOLDCO) LIMITED | Shirebrook (1) | 13808689 | 100 | Non-retailer |
0140 BOUCHER SP BELFAST (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 13808700 | 100 | Non-retailer |
0141 CHURCH HALL STDO ACCRINGTON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 13808701 | 100 | Non-retailer |
0143 HOLTON SOUTH GLAMORGAN | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 16409339 | 100 | Non-retailer |
0152 KENTISH TOWN ROAD LDN | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 9901702 | 100 | Non-retailer |
0153 PARK ST WALSALL (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852289 | 100 | Non-retailer |
0162 H ST UXBRIDGE (FREEHOLDCO) LIMITED | Shirebrook (1) | 9127316 | 100 | Non-retailer |
0167 COLNE BOUNDARY RP (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 15089413 | 100 | Non-retailer |
0171 CROYDON TRAFWAY RP (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 15774804 | 100 | Non-retailer |
0171 NN12ET NORTHAMPTON LIMITED | Shirebrook (1) | 15089417 | 100 | Non-retailer |
0172 ST NIC ARCADE LANCASTER | ||||
FREEHOLDCO LIMITED | Shirebrook (1) | 15784537 | 100 | Non-retailer |
0173 QWAY BLVD CRAWLEY FREEHOLDCO | ||||
LIMITED | Shirebrook (1) | 15784534 | 100 | Non-retailer |
0174 QUEDGELEY RP (FREEHOLDCO) LIMITED | Shirebrook (1) | 15892579 | 100 | Non-retailer |
0180 Waterfront RP Greenock (Freeholdco) | ||||
Limited | Shirebrook (1) | 16445067 | 100 | Non-retailer |
0181 SCOTCH ST CARLISLE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7851959 | 100 | Non-retailer |
2396 GORDAN MITCHELL GLASGOW | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 16048091 | 100 | Non-retailer |
0185 ROLLE ST EXMOUTH (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852669 | 100 | Non-retailer |
0186 ROSE ST RP INVERNESS (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 16259556 | 100 | Non-retailer |
0253 H ST SCUNTHORPE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852055 | 100 | Non-retailer |
0263 LDN RD NORTH LOWESTOFT | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7852265 | 100 | Non-retailer |
0271 TRURO RD ST AUSTELL (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852284 | 100 | Non-retailer |
0272 STATION RD CLACTON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852078 | 100 | Non-retailer |
0273 MARKET J ST PENZANCE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852297 | 100 | Non-retailer |
0275 HEATHCOT RD STOKE LONGTON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7853877 | 100 | Non-retailer |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
185
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | OF ENTITY |
0276 NEWPORTIOW (FREEHOLDCO) LIMITED | Shirebrook (1) | 12578944 | 100 | Non-retailer |
0278 CARTERGATE NEWARK ON TRENT | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7853470 | 100 | Non-retailer |
0282 LOW BUCKHOLMSIDE GALASHIELS | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7852091 | 100 | Non-retailer |
0283 BOROUGH PAVEMENT BIRKENHEAD | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7849198 | 100 | Non-retailer |
0285 NORTHGATE ST GLOUCESTER | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7852067 | 100 | Non-retailer |
0290 BROADCLOSE PETERLEE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852401 | 100 | Non-retailer |
0293 ABINGTON ST NORTHAMPTON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7852272 | 100 | Non-retailer |
0296 FAWCETT ST SUNDERLAND | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 8755347 | 100 | Non-retailer |
0306 CROSS ST OSWESTRY (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852363 | 100 | Non-retailer |
0308 SYCAMORE WOODHORN ASHINGTON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7849231 | 100 | Non-retailer |
0309 HAREFIELD RD NUNEATON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7852249 | 100 | Non-retailer |
0314 CORNHILL BRIDGWATER (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852061 | 100 | Non-retailer |
0315 H ST KIRKCALDY (FREEHOLDCO) LIMITED | Shirebrook (1) | 7852097 | 100 | Non-retailer |
0317 K ST ST HELENS (FREEHOLDCO) LIMITED | Shirebrook (1) | 7852281 | 100 | Non-retailer |
0321 QST NEATH (FREEHOLDCO) LIMITED | Shirebrook (1) | 7853548 | 100 | Non-retailer |
0325 H ST ASHFORD (FREEHOLDCO) LIMITED | Shirebrook (1) | 7848460 | 100 | Non-retailer |
0329 BERESFORD TERRACE AYR (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 5528267 | 100 | Non-retailer |
0330 PORTLAND ST KILMARNOCK | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 7853433 | 100 | Non-retailer |
0343 H ST DUMFERLINE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 8483679 | 100 | Non-retailer |
0351 ANCHOR RP BURNLEY (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 16119926 | 100 | Non-retailer |
0352 PIER ST ABERWYSTWYTH (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 2789996 | 100 | Non-retailer |
0353 H ST REDCAR (FREEHOLDCO) LIMITED | Shirebrook (1) | 2731452 | 100 | Non-retailer |
0357 HEAD ST COLCHESTER (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 5632790 | 100 | Non-retailer |
0361 SILVER ST GAINSBOROUGH | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 6338907 | 100 | Non-retailer |
0365 STANTHORPE RD STREATHAM | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 10066335 | 100 | Non-retailer |
0368 AUCKLAND HOUSE BISHOP AUCKLAND | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 3004246 | 100 | Non-retailer |
0370 H ST STROOD (FREEHOLDCO) LIMITED | Shirebrook (1) | 7852251 | 100 | Non-retailer |
0373 H ST HOUNSLOW (FREEHOLDCO) LIMITED | Shirebrook (1) | 10086218 | 100 | Non-retailer |
0377 SANDES AV KENDAL (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 6338918 | 100 | Non-retailer |
0393 H STREET ELTHAM (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 16372482 | 100 | Non-retailer |
0410 MARYGATE BERWICK UPON TWEED | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 2739957 | 100 | Non-retailer |
0419 GLASGOW RD WISHAW (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 6656365 | 100 | Non-retailer |
0420 H SR UXBRIDGE (FREEHOLDCO) LIMITED | Shirebrook (1) | 10177276 | 100 | Non-retailer |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
186
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
CAPITAL | NATURE | |||
NAME | REGISTERED OFFICE ADDRESS | COMPANY NUMBER | HELD | OF ENTITY |
0420 WESTGATE WAKEFIELD (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 8483711 | 100 | Non-retailer |
0429 WELLINGTON PLACE HASTINGS | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 8625893 | 100 | Non-retailer |
0430 GAOLGATE STAFFORD (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 8568681 | 100 | Non-retailer |
0522 YORK DROC (FREEHOLDCO) LIMITED | Shirebrook (1) | 16848439 | 100 | Non-retailer |
0523 EMIDS DESIGN OUTLET (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 15089419 | 100 | Non-retailer |
0601 BROAD ST TEDDINGTON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 16243430 | 100 | Non-retailer |
0610 MARKET RD LONDON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 10799247 | 100 | Non-retailer |
0639 ST PETERS DERBY (FREEHOLDCO) LIMITED | Shirebrook (1) | 9310031 | 100 | Non-retailer |
0711 Midland Rd Bedford (Freeholdco) Limited | Shirebrook (1) | 16729426 | 100 | Non-retailer |
0790 LANDMARK PLACE CARDIFF FL | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 10177359 | 100 | Non-retailer |
0797 INGRAM ST GLASGOW (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9925519 | 100 | Non-retailer |
0808 EAST ST TAUNTON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 7852191 | 100 | Non-retailer |
0915 PROW HANLEY (FREEHOLDCO) LIMITED | Shirebrook (1) | 11228017 | 100 | Non-retailer |
0930 LESLEY RP STRABANE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9890243 | 100 | Non-retailer |
1013 MARKET PL KINGSTON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 10915209 | 100 | Non-retailer |
10711 Empire Briggate HN (Leaseco) Limited | Shirebrook (1) | 17105885 | 100 | Non-retailer |
1078 Shoreditch HS LDN (Freeholdco) Limited | Shirebrook (1) | 16896348 | 100 | Non-retailer |
1091 QST RAMSGATE (FREEHOLDCO) LIMITED | Shirebrook (1) | 7852250 | 100 | Non-retailer |
1111 CLARENDON W COLCHESTER (LEASECO) | ||||
LIMITED | Shirebrook (1) | 9039011 | 100 | Non-retailer |
1114 RUXLEY LN EWELL (LEASECO) LIMITED | Shirebrook (1) | 12930826 | 100 | Non-retailer |
1117 EPSOM ROAD GUILDFORD SURREY | ||||
(LEASECO) LIMITED | Shirebrook (1) | 12372218 | 100 | Non-retailer |
1120 ORION WAY KETTERING (LEASECO) | ||||
LIMITED | Shirebrook (1) | 12371923 | 100 | Non-retailer |
1122 NORTH LYNN IE NORFOLK (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 10073076 | 100 | Non-retailer |
1132 WEBB ELLIS RUGBY (LEASECO) LIMITED | Shirebrook (1) | 12372169 | 100 | Non-retailer |
1133 SALEFIT (LEASECO) LIMITED | Shirebrook (1) | 12372303 | 100 | Non-retailer |
1213 NORTH ST GUILDFORD (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 16350836 | 100 | Non-retailer |
1279 Kst Castle Douglas (Freeholdco) Limited | Shirebrook (1) | 16479190 | 100 | Non-retailer |
1333 HEADROW LEEDS (FREEHOLDCO) LIMITED | Shirebrook (1) | 9293515 | 100 | Non-retailer |
1419 ETROP CT WYTHENSHAWE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9659156 | 100 | Non-retailer |
1428 Corpstreet Bham (Freeholdco) Limited | Shirebrook (1) | 16637938 | 100 | Non-retailer |
148 BLUEW (LEASECO) LIMITED | Shirebrook (1) | 14156546 | 100 | Non-retailer |
1498 ABOVE BAR SOUTHAMPTON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 9665889 | 100 | Non-retailer |
1534 LAW PLACE EAST KILBRIDE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 6656368 | 100 | Non-retailer |
1561 PRIORY WALK DONCASTER (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9888670 | 100 | Non-retailer |
1567 P ST EDINBURGH (FREEHOLDCO) LIMITED | Shirebrook (1) | 10100990 | 100 | Non-retailer |
1569 FERENSWAY HULL (FREEHOLDCO) LIMITED | Shirebrook (1) | 9638564 | 100 | Non-retailer |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
187
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | OF ENTITY |
1587 STRAND SC ISLEMAN (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9901745 | 100 | Non-retailer |
1626 ARGYLE ST GLASGOW (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11227937 | 100 | Non-retailer |
1658 MARKET PL ROMFORD (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 10071547 | 100 | Non-retailer |
1718 NASSAU ST LONDON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11227964 | 100 | Non-retailer |
1742 LINTHORPE RD MIDDLESBROUGH | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 10081909 | 100 | Non-retailer |
1747 GALLOWTREE GATE LEICESTER | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 9127170 | 100 | Non-retailer |
1796 ACADEMY OXFORD POLAND ST LONDON | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 10046080 | 100 | Non-retailer |
1801 NORTH RP MANCHESTER (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9127295 | 100 | Non-retailer |
1821 ALBERT SQ SC WIDNES (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 8576472 | 100 | Non-retailer |
1837 H ST WATFORD (FREEHOLDCO) LIMITED | Shirebrook (1) | 6328505 | 100 | Non-retailer |
1843 Broadgate Fit Leeds (Leaseco) Limited | Shirebrook (1) | 16856456 | 100 | Non-retailer |
1844 BARONS QUAY NORTHWICH | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 5656295 | 100 | Non-retailer |
1846 HENBLAS SQ. WREXHAM (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 10915200 | 100 | Non-retailer |
18MONTROSE RETAIL LIMITED | Shirebrook (1) | 11577636 | 100 | Retailer |
1978 BHEADSC (Freeholdco) Limited | Shirebrook (1) | 2725146 | 100 | Non-retailer |
1978 Braehead RPSC (Freeholdco) Limited | Shirebrook (1) | 16647383 | 100 | Non-retailer |
1987 RIVERSIDE RP STAFFORD (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 8972499 | 100 | Non-retailer |
2002 FRIARS SQARE AYLESBURY (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11523489 | 100 | Non-retailer |
2006 CORPORATION ST BIRMINGHAM | ||||
(LEASECO) LIMITED | Shirebrook (1) | 11530370 | 100 | Non-retailer |
2013 PROMANADE CHELTENHAM (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11574887 | 100 | Non-retailer |
2017 ANCHOR CENTRALE CROYDON (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11732772 | 100 | Non-retailer |
2019 BLACKWELL GATE DARLINGTON | ||||
(LEASECO) LIMITED | Shirebrook (1) | 11523343 | 100 | Non-retailer |
2019 DARLINGTON (FREEHOLDCO) LIMITED | Shirebrook (1) | 14845734 | 100 | Non-retailer |
2024 P HAY EXETER OCC FREEHOLDCO | ||||
LIMITED | Shirebrook (1) | 15863805 | 100 | Non-retailer |
2025 ARGYLE GLASGOW (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11531596 | 100 | Non-retailer |
2025 SLZ PAR2 PDL (Investco) Limited | Shirebrook (1) | 16549269 | 100 | Non-retailer |
2026 PR3 SZL (Investco) Limited | Shirebrook (1) | 16827691 | 100 | Non-retailer |
2027 PDL PAR4SLZ (Investco) Limited | Shirebrook (1) | 16981382 | 100 | Non-retailer |
2035 RUSHDEN LAKES RUSHDEN (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11527237 | 100 | Non-retailer |
2037 LOCHLOMONDSHORES FREEHOLDCO | ||||
LIMITED | Shirebrook (1) | 11531532 | 100 | Non-retailer |
2038 FREMLIN WALK MAIDSTONE (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11527303 | 100 | Non-retailer |
2039 DEANSGATE MANCHESTER (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11646302 | 100 | Non-retailer |
2039A DG Manc HF (Leaseco) Limited | Shirebrook (1) | 16873768 | 100 | Non-retailer |
2040 PARK LANE MEADOWHALL (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11641123 | 100 | Non-retailer |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
188
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
CAPITAL | NATURE | |||
NAME | REGISTERED OFFICE ADDRESS | COMPANY NUMBER | HELD | OF ENTITY |
2044 VICTORIA CENTRE NOTTINGHAM | ||||
(LEASECO) LIMITED | Shirebrook (1) | 11687077 | 100 | Non-retailer |
2045 CHANTRY PLACE NORWICH (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11730503 | 100 | Non-retailer |
2047 ARMADA WAY PLYMOUTH (LEASECO) | ||||
LIMITED | Shirebrook (1) | 11523748 | 100 | Non-retailer |
2053 GRACECHURCH SUTTON COLDFIELD | ||||
(LEASECO) LIMITED | Shirebrook (1) | 11527382 | 100 | Non-retailer |
2123 High Portishead Bristol (Freeholdco) Limited | Shirebrook (1) | 16676196 | 100 | Non-retailer |
2123 TAVERN ST IPSWICH (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 12578948 | 100 | Non-retailer |
2134 TIMES SQ SC SUTTON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11228011 | 100 | Non-retailer |
2135 CONEY ST YORK (FREEHOLDCO) LIMITED | Shirebrook (1) | 11331391 | 100 | Non-retailer |
2171 TOWER WELLINGTON BALLYMENA | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 16406652 | 100 | Non-retailer |
2180 COMM ST HEREFORD (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9888642 | 100 | Non-retailer |
2190 ARMADA WAY PLYMOUTH (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9127387 | 100 | Non-retailer |
2190 NEW GEORGE ST PLYMOUTH | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 9470468 | 100 | Non-retailer |
2214 K ST GREAT YARMOUTH (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11732687 | 100 | Non-retailer |
2341 CLARENCE ST KINGSTON UT | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 12298708 | 100 | Non-retailer |
2374 GATEWAY TROWBRIDGE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 12355661 | 100 | Non-retailer |
2624 DS1 MANDER WOLVERHAMPTON | ||||
(LEASECO) LIMITED | Shirebrook (1) | 11773466 | 100 | Non-retailer |
2643 GELDARD RD BIRSTALL LEEDS (LEASECO) | ||||
LIMITED | Shirebrook (1) | 13030435 | 100 | Non-retailer |
2653 BREWARY QUARTER CHELTENHAM | ||||
(LEASECO) LIMITED | Shirebrook (1) | 9038768 | 100 | Non-retailer |
2655 PRIDE PK DERBY (LEASECO) LIMITED | Shirebrook (1) | 9039343 | 100 | Non-retailer |
2658 BANSTEAD RD EWELL (LEASECO) LIMITED | Shirebrook (1) | 12825721 | 100 | Non-retailer |
2664 PASONAGE RP LEIGH (LEASECO) LIMITED | Shirebrook (1) | 12930954 | 100 | Non-retailer |
2665 TRITTON RD LINCOLN (LEASECO) LIMITED | Shirebrook (1) | 12822564 | 100 | Non-retailer |
2668 CYFARTHFA RP MERTHYR TYDFIL LIMITED | Shirebrook (1) | 12823510 | 100 | Non-retailer |
2670 EAST RP MAESGLAS NEWPORT (LEASECO) | ||||
LIMITED | Shirebrook (1) | 12930944 | 100 | Non-retailer |
2671 COLWICH LOOP NOTTINGHAM (LEASECO) | ||||
LIMITED | Shirebrook (1) | 9039023 | 100 | Non-retailer |
2677 TIMBER BEACH SUNDERLAND (LEASECO) | ||||
LIMITED | Shirebrook (1) | 12930838 | 100 | Non-retailer |
2682 BLOOMFIELD SC BANGOR (LEASECO) | C/O Eversheds Sutherland 4f Montgomery House, | |||
LIMITED | Montgomery Street, Belfast, United Kingdom, BT1 | NI672035 | 100 | Non-retailer |
4NX | ||||
2691 CAPITAL SP LECKWITH CARDIFF LIMITED | Shirebrook (1) | 12825569 | 100 | Non-retailer |
2695 WHITE LION RP DUNSTABLE (LEASECO) | ||||
LIMITED | Shirebrook (1) | 12930743 | 100 | Non-retailer |
2697 CHARLESTOWN RD HALIFAX (LEASECO) | ||||
LIMITED | Shirebrook (1) | 12821058 | 100 | Non-retailer |
2707 OCEAN PLAZA MARINE SOUTHPORT | ||||
(LEASECO) LIMITED | Shirebrook (1) | 9038839 | 100 | Non-retailer |
2710 ALEXANDRA PARK SCOTIA TUNSTALL | ||||
(LEASECO) LIMITED | Shirebrook (1) | 13030364 | 100 | Non-retailer |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
189
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
CAPITAL | NATURE | |||
NAME | REGISTERED OFFICE ADDRESS | COMPANY NUMBER | HELD | OF ENTITY |
2717 CRESCENT LINK LONDONDERRY | C/O Eversheds Sutherland 4f Montgomery House, | |||
(LEASECO) LIMITED | Montgomery Street, Belfast, United Kingdom, BT1 | NI672034 | 100 | Non-retailer |
4NX | ||||
2734 GALWAYCORRIB (FREEHOLDCO) LIMITED | Shirebrook (1) | 12332859 | 100 | Non-retailer |
2735 FOYLESIDE SC LONDONDERRY | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | NI653340 | 100 | Non-retailer |
2741 THE COURTS WARREN STREET STOCKPORT | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 6372181 | 100 | Non-retailer |
2747 MIDDLEWAY PARK BURTON ON TRENT | ||||
(LEASECO) LIMITED | Shirebrook (1) | 12823926 | 100 | Non-retailer |
2755 CURROCK ROAD CARLISLE (LEASECO) | ||||
LIMITED | Shirebrook (1) | 12823986 | 100 | Non-retailer |
2760 PEEL CENTRE HARBOROUGH BARNSLEY | ||||
(LEASECO) LIMITED | Shirebrook (1) | 12820585 | 100 | Non-retailer |
2779 PRECINCT MARKET COVENTRY | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 9680128 | 100 | Non-retailer |
2781 PARKER ST LIVERPOOL (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9888734 | 100 | Non-retailer |
2782 COMMERCIAL RD PORTSMOUTH | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 12579294 | 100 | Non-retailer |
2784 WESTERN RD BRIGHTON (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 12579780 | 100 | Non-retailer |
2785 LISTERGATE NOTTINGHAM (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 10100609 | 100 | Non-retailer |
2786 BROOKFIELD CHESHUNT (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11775717 | 100 | Non-retailer |
2787 CHESHUNTBROOKFIELD (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 11775599 | 100 | Non-retailer |
2788 CAVENDISH RP KEIGHLEY (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 6260239 | 100 | Non-retailer |
2795 FOSSE PK LEICESTER (LEASECO) LIMITED | Shirebrook (1) | 12332456 | 100 | Non-retailer |
2900 MOUNT RP HULL (LEASECO) LIMITED | Shirebrook (1) | 12825248 | 100 | Non-retailer |
2919 MAYBROOK RP CANTERBURY (LEASECO) | ||||
LIMITED | Shirebrook (1) | 9038943 | 100 | Non-retailer |
2922 NORTH SP DENTON MANCHESTER | ||||
(LEASECO) LIMITED | Shirebrook (1) | 13030107 | 100 | Non-retailer |
2929 ROW BROOK (FREEHOLDCO) LIMITED | Shirebrook (1) | 9336806 | 100 | Non-retailer |
2986 NORTHUMBLAND ST NEWCASTLE | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 9127286 | 100 | Non-retailer |
2CARE4 LIMITED* | Church Bridge House, Henry Street, Accrington, | 3806485 | 100 | Retailer |
United Kingdom, BB5 4EE | ||||
3034 St Andrew Sq Edinburgh HN (Leaseco) | ||||
Limited | Shirebrook (1) | 17105879 | 100 | Non-retailer |
3232 BRHDSC (Freeholdco) Limited | Shirebrook (1) | 2722888 | 100 | Non-retailer |
3233 CHICHESTER EAST STREET (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 14846358 | 100 | Non-retailer |
3233 Market P Wokingham (Freeholdco) Limited | Shirebrook (1) | 16676163 | 100 | Non-retailer |
3242 BUTTERMARKET IPSWICH (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9788411 | 100 | Non-retailer |
3263 PATRICK CORK (FREEHOLDCO) LIMITED | Shirebrook (1) | 11775763 | 100 | Non-retailer |
3274 FREMLIN WALK SC MAIDSTONE | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 15891508 | 100 | Non-retailer |
3294 Bexleyheath Eastside Qtr (Freeholdco) | ||||
Limited | Shirebrook (1) | 17060393 | 100 | Non-retailer |
3424 PARISHES SC SCUNTHORPE | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 11730442 | 100 | Non-retailer |
3442 MIDDLESBROUGH LINTHORPE | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 13808704 | 100 | Non-retailer |
3443 LEEDS BRIGGATE (FREEHOLDCO) LIMITED | Shirebrook (1) | 13808640 | 100 | Non-retailer |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
190
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
CAPITAL | NATURE | |||
NAME | REGISTERED OFFICE ADDRESS | COMPANY NUMBER | HELD | OF ENTITY |
3480 BOURNEMOUTH COMM RD | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 14634987 | 100 | Non-retailer |
3628 LITCHFIELD STREET BURTON TRENT | ||||
(FREEHOLDCO) LIMITED | Shirebrook (1) | 8495632 | 100 | Non-retailer |
3669 WINCHESTERGH (LEASECO) LIMITED | Shirebrook (1) | 14634903 | 100 | Non-retailer |
3741 CHESTERGH (LEASECO) LIMITED | Shirebrook (1) | 14469758 | 100 | Non-retailer |
3742 BIRMINGHAMGH (LEASECO) LIMITED | Shirebrook (1) | 14469756 | 100 | Non-retailer |
3766 Swindon DO (Freeholdco) Limited | 3rd Floor, 44 Esplanade, St. Helier, JE4 9WG, | 141836 | 100 | Non-retailer |
Jersey | ||||
3845 BROAD ST READING (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 10422164 | 100 | Non-retailer |
3927 COAL RD SEACROFT LDS (LEASECO) | ||||
LIMITED | Shirebrook (1) | 15874961 | 100 | Non-retailer |
3940 Q SQ CORBY (FREEHOLDCO) LIMITED | Shirebrook (1) | 10885672 | 100 | Non-retailer |
4001 ROKO QUINTIN H HARTINGTON (LEASECO) | ||||
LIMITED | Shirebrook (1) | 16091270 | 100 | Non-retailer |
4002 ROKO WIGGINGTON YORK (LEASECO) | ||||
LIMITED | Shirebrook (1) | 16091263 | 100 | Non-retailer |
4003 ROKO WILFORD WBRIG NOTT (LEASECO) | ||||
LIMITED | Shirebrook (1) | 16091428 | 100 | Non-retailer |
4004 ROKO WATLING GILLINGHAM (LEASECO) | ||||
LIMITED | Shirebrook (1) | 16091444 | 100 | Non-retailer |
68UK (Investco) Limited | Shirebrook (1) | 16107405 | 100 | Non-retailer |
8088 QST CARDIFF (FREEHOLDCO) LIMITED | Shirebrook (1) | 12578045 | 100 | Non-retailer |
8440 NORWICHDCWGH (LEASECO) LIMITED | Shirebrook (1) | 14634777 | 100 | Non-retailer |
8440 NORWICHGH (LEASECO) LIMITED | Shirebrook (1) | 14456686 | 100 | Non-retailer |
8486 High Gosport (Freeholdco) Limited | Shirebrook (1) | 16676187 | 100 | Non-retailer |
9998 AFFINESTATES FREEHOLDCO LIMITED | Shirebrook (1) | 15868381 | 100 | Non-retailer |
9999 DW ESTATES LIMITED | Shirebrook (1) | 12298794 | 100 | Non-retailer |
A P Brands Holdings | Lot G1.PT.10A Sunway Pyramid Shopping Mall No. | 4921-A | 100 | Non-retailer |
3, Jalan PJS , Malaysia | ||||
ACCRINGTON EXPRESS HOUSE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 14156232 | 100 | Non-retailer |
ACTIVATOR BRANDS LIMITED | Shirebrook (1) | 5344658 | 100 | Non-retailer |
ACTIVATOR PRODUCTS LIMITED | Shirebrook (1) | 4204611 | 100 | Non-retailer |
Active Apparel New Corp | Cogency Global Inc. 850 New Burton Road Suite | |||
201, Dover, Kent, 19904 | 3270168 | 100 | Retailer | |
AGAPANTHUS INVESTCO HOLDCO LIMITED | Shirebrook (1) | 14492217 | 100 | Non-retailer |
ALDER PROPERTYCO HOLDCO LIMITED | Shirebrook (1) | 14634974 | 100 | Non-retailer |
ALPHA DEVELOPMENTS STOCKPORT LTD | Shirebrook (1) | 12662564 | 100 | Non-retailer |
AMARA PROPERTY LIMITED | Shirebrook (1) | 14634781 | 100 | Non-retailer |
AMARA RETAIL LIMITED | Shirebrook (1) | 12299584 | 100 | Retailer |
Ancona Holdco S.à r.l. | 3, Op d’Schmëtt, L-9964 Huldange | B304861 | 100 | Non-retailer |
APAC Sale Group Pte Limited | 7 STRAITS VIEW, #12-00, MARINA ONE EAST | 201010271K | 100 | Retailer |
TOWER, SINGAPORE (018936) | ||||
Auctionco Azurite Limited | Shirebrook (1) | 17013278 | 100 | Non-retailer |
AVIATION (INVESTCO) LIMITED* | Shirebrook (1) | 9633152 | 100 | Non-retailer |
Bellatrix Associates Limited | Clinch's House, Lord Street, Douglas, Isle of Man, | |||
IM99 1RZ, Isle of Man | 111671C | 100 | Retailer | |
Bellatrix Overseas Limited | Clinch's House, Lord Street, Douglas, Isle of Man, | 128827C | 100 | Retailer |
IM99 1RZ, Isle of Man | ||||
Bellatrix Unlimited | Clinch's House, Lord Street, Douglas, Isle of Man, | |||
IM99 1RZ, Isle of Man | 111670C | 100 | Retailer | |
BETA BRAND HOLDCO LIMITED | Shirebrook (1) | 12299515 | 100 | Non-retailer |
BLACKBURN TOWNSMOOR RP (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 14834655 | 100 | Non-retailer |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
191
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | OF ENTITY |
BORONIA INVESTCO HOLDCO LIMITED | Shirebrook (1) | 14492165 | 100 | Non-retailer |
Brands & Fashion N.V. Belgium | Leopoldstraat, nr. 79, 2800 Mechelen, Belgium | 0477.995.412 | 100 | Retailer |
Brands & Fashion NV HK | HONG KONG, Room/B, 19/F, Queen’s Centre, | F002936 | 100 | Retailer |
58-64 Queen’s Road East, Wan Chai | ||||
BRANDS 001 LIMITED | Shirebrook (1) | 5347540 | 100 | Non-retailer |
BRANDS HOLDINGS LIMITED* | Shirebrook (1) | 4087435 | 100 | Non-retailer |
BRANDS HOLDINGS SPONSORSHIP LIMITED | Shirebrook (1) | 10375418 | 100 | Non-retailer |
BRIGHTON NWLK (FREEHOLDCO) LIMITED | Shirebrook (1) | 12577378 | 100 | Non-retailer |
BSL INTERNATIONAL LIMITED | Shirebrook (1) | 2800425 | 100 | Retailer |
BuyInvite Pty Limited | 24A Victoria Street, Windsor, Victoria, 3181 | 136 648 589 | 100 | Retailer |
Australia | ||||
C7 TRAFFPMANCITY EGYM (LEASECO) LIMITED | Shirebrook (1) | 15901013 | 100 | Non-retailer |
Cacifo | Via Central de Milheiros no 121, 4475-334, Frguesia | |||
de Milherios, Concelho da Maia, Porto, Portugal | 503751804 | 100 | Retailer | |
CAFE CLO LIMITED | Shirebrook (1) | 13641982 | 100 | Non-retailer |
CAMPRI LIMITED | Shirebrook (1) | 5398677 | 100 | Non-retailer |
CARDINAL INVESTMENTS S.L. | C.C Puerto Venecia, local 84, , Trav Jardines | B88542766 | 100 | Non-retailer |
Reales 7, 50021, Zaragoza, Spain | ||||
CARLTON SPORTS COMPANY LIMITED | Shirebrook (1) | 467686 | 100 | Non-retailer |
CASPIA INVESTCO HOLDCO LIMITED | Shirebrook (1) | 11687376 | 100 | Non-retailer |
CATCHBEST LIMITED | Shirebrook (1) | 2611299 | 80 | Retailer |
CDS IP SA | Avenue Ernest Solvay 29, 1480 Tubize | 0406.461.077 | 100 | Non-retailer |
CHESTER NEWGATE EASTGATE (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 14635087 | 100 | Non-retailer |
CHOICE 33 LIMITED | Shirebrook (1) | 6344682 | 100 | Non-retailer |
CHOICE LIMITED | Shirebrook (1) | 2812899 | 100 | Retailer |
CLOTHINGSITES HOLDINGS LIMITED | Shirebrook (1) | 10075381 | 100 | Non-retailer |
COVENTG SHELTON ST (FREEHOLDCO) LIMITED | Shirebrook (1) | 14634874 | 100 | Non-retailer |
CRIMINAL CLOTHING LTD. | Shirebrook (1) | 4184750 | 100 | Non-retailer |
CROYDON PURLEY WC (FREEHOLDCO) LIMITED | Shirebrook (1) | 14156557 | 100 | Non-retailer |
CRUISE CLOTHING LIMITED | Martin House, 184 Ingram Street, Glasgow, G1 1DN | SC382991 | 100 | Retailer |
DAHILA INVESTCO HOLDCO LIMITED | Shirebrook (1) | 10162904 | 100 | Non-retailer |
Danish Properties Holdco ApS | Baltorpbakken 5, 2750 Ballerup, Denmark | 44628708 | 100 | Non-retailer |
Donnay International | Leopoldstraat nr 79, 2800 Mechelen, Belgium | 435392220 | 100 | Retailer |
Ebyr (investco) Limited | Shirebrook (1) | 16619700 | 100 | Non-retailer |
ECHO BRAND HOLDCO LIMITED | Shirebrook (1) | 11634915 | 100 | Non-retailer |
ELADSNOL STROPS LIMITED | Shirebrook (1) | 4430781 | 100 | Non-retailer |
Epoch Properties Limited | First Floor, La Chasse Chambers, St Helier, JE2 | |||
4UE, Jersey | 74753 | 100 | Retailer | |
ETAIL SERVICES LIMITED | Shirebrook (1) | 5146997 | 100 | Retailer |
EVANS CYCLES LIMITED | Shirebrook (1) | 11577650 | 100 | Retailer |
EVANS CYCLES PROPERTY LIMITED | Shirebrook (1) | 11634939 | 100 | Non-retailer |
EVERLAST AUSTRALIA LIMITED | Shirebrook (1) | 8103912 | 100 | Non-retailer |
Everlast Sports International Inc. Corp. | 735 Collins Avenue, 2nd Floor, Miami Beach, | |||
Florida 33139 | 364696 | 100 | Retailer | |
Everlast Sports Mfg Corp | 735 Collins Avenue, 2nd Floor, Miami Beach, | |||
Florida 33139 | 57121 | 100 | Retailer | |
Everlast World’s Boxing Headquarters Corp | 735 Collins Avenue, 2nd Floor, Miami Beach, | |||
Florida 33139 | 48513 | 100 | Non-retailer | |
Everlast Worldwide Inc f/k/a Active Apparel | 735 Collins Avenue, 2nd Floor, Miami Beach, | |||
Group | Florida 33139 | 2981231 | 100 | Retailer |
FG (AF HOLDINGS) LIMITED | Shirebrook (1) | 13281983 | 100 | Non-retailer |
FG (XXL Finnish Holdings) Oy | Sähkötie 5, 01510 VANTAA, Finland, Finland | 3546358-2 | 100 | Non-retailer |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
192
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | OF ENTITY |
FG (XXL Norwegian Holdings) AS | Engebrets vei 3, 0275 Oslo, Norway, Norway | 935 495 547 | 100 | Non-retailer |
FG (XXL Swedish Holdings) AB | Box 715, 101 33 STOCKHOLM, Sweden | 559531-8618 | 100 | Non-retailer |
FG Fitness Ireland (Investco) Limited | Heaton House, IDA Business Park, Whitestown, | 802635 | 100 | Non-retailer |
Tallaght, Dublin, Ireland, D24E932, Ireland | ||||
FG Frasers Group Holdings (Global) Limited | Heaton House, IDA Business Park, Whitestown, | 799365 | 100 | Non-retailer |
Tallaght, Dublin, Ireland, D24E932, Ireland | ||||
FG USA TRADE GROUP LIMITED | Shirebrook (1) | 13216390 | 100 | Retailer |
FG Webster Florida, Inc. | 735 Collins Avenue, 2nd Floor, Miami Beach, | 10357977 | 80 | Retailer |
Florida 33139 | ||||
FGFS HOLDCO LIMITED* | Shirebrook (1) | 16113839 | 100 | Non-retailer |
FGFS NO1 LIMITED | Shirebrook (1) | 14606004 | 100 | Non-retailer |
FIRETRAP LIMITED | Shirebrook (1) | 6836684 | 100 | Non-retailer |
FITNESS ESTATES LIMITED* | Shirebrook (1) | 9082454 | 100 | Non-retailer |
FOREVER MEDIA LIMITED* | Shirebrook (1) | 8249185 | 100 | Non-retailer |
FOREVER SPORTS LIMITED | Shirebrook (1) | 9489811 | 100 | Non-retailer |
FOUR (INVESTCO) LIMITED | Shirebrook (1) | 9719779 | 100 | Non-retailer |
FRASERS GROUP (EUROPEAN HOLDINGS) | ||||
LIMITED* | Shirebrook (1) | 12903845 | 100 | Non-retailer |
LEVEL 15-2, BANGUNAN FABER IMPERIAL | ||||
Frasers Group Asia SDN.BHD. | COURT, JALAN SULTAN ISMAIL, 50250 WILAYAH | 201901040821 | 100 | Non-retailer |
PERSEKUTUAN, KUALA LUMPUR, Malaysia | ||||
FRASERS GROUP AUSTRALIA PTY LTD | 5 ATTADALE COURT, ELANORA QLD 4221, | 661 996 470 | 100 | Non-retailer |
Australia | ||||
FRASERS GROUP CREDIT BROKING LIMITED* | Shirebrook (1) | 13191369 | 100 | Non-retailer |
FRASERS GROUP F&B JV LIMITED | Shirebrook (1) | 12298852 | 60 | Non-retailer |
FRASERS GROUP FINANCIAL SERVICES LIMITED | Express House Petre Road, Clayton Business Park, | 718151 | 100 | Retailer |
Accrington, Lancashire, United Kingdom, BB5 5JB | ||||
Frasers Group Holdings Australia Pty Limited* | 5 ATTADALE COURT, ELANORA QLD 4221, | 661 993 844 | 100 | Non-retailer |
Australia | ||||
FRASERS GROUP LOYALTY SERVICES LIMITED | Shirebrook (1) | 13340837 | 100 | Non-retailer |
FRASERS GROUP TRADING LIMITED* | Shirebrook (1) | 3406347 | 100 | Retailer |
RCO COURT 3-5, SINARI DARANIJO STREET, | ||||
FRASERS RETAIL NIGERIA LIMITED | 1799366 | 60 | Non-retailer | |
VICTORIA ISLAND, LAGOS STATE, Nigeria | ||||
FRS ESTATES LIMITED* | Shirebrook (1) | 2767493 | 100 | Non-retailer |
GAME AR LIMITED | Shirebrook (1) | 10142852 | 100 | Retailer |
GAME BELONG LIMITED | Shirebrook (1) | 12794477 | 100 | Non-retailer |
GAME DIGITAL HOLDINGS LIMITED | Shirebrook (1) | 7893832 | 100 | Non-retailer |
GAME DIGITAL LIMITED* | Shirebrook (1) | 9040213 | 100 | Retailer |
GAME DIGITAL SOLUTIONS LIMITED | Shirebrook (1) | 9476209 | 100 | Retailer |
GAME SPAIN HOLDINGS LIMITED | Shirebrook (1) | 10846702 | 100 | Non-retailer |
GAME SPAIN INVESTMENTS LIMITED | Shirebrook (1) | 10863881 | 100 | Non-retailer |
GELERT IP LIMITED | Shirebrook (1) | 8576185 | 100 | Non-retailer |
GELERT LIMITED | Shirebrook (1) | 8576204 | 100 | Non-retailer |
GETTHELABEL.COM LIMITED | Shirebrook (1) | 6330132 | 100 | Non-retailer |
GIEVES & HAWKES RETAIL LIMITED | Shirebrook (1) | 11689077 | 100 | Retailer |
GIULIO FASHION LIMITED | Shirebrook (1) | 6898449 | 100 | Non-retailer |
GIULIO LIMITED | Shirebrook (1) | 1631026 | 100 | Retailer |
GIULIO WOMAN LIMITED | Shirebrook (1) | 6898487 | 100 | Non-retailer |
GLD INVEST (INVEST CO) LIMITED | Shirebrook (1) | 14553950 | 100 | Non-retailer |
GOLDDIGGA BRANDS LIMITED | Shirebrook (1) | 6636173 | 100 | Non-retailer |
GUL IP LIMITED | Shirebrook (1) | 8612478 | 100 | Non-retailer |
GUL WATERSPORTS LIMITED | Shirebrook (1) | 7589716 | 100 | Retailer |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
193
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | OF ENTITY |
C/O Eversheds Sutherland 4f Montgomery House, | ||||
HEATONS (N.I.) LIMITED | Montgomery Street, Belfast, United Kingdom, BT1 | NI035599 | 100 | Retailer |
4NX | ||||
Heatons Limited Company | HEATON HOUSE , IDA BUSINESS PARK, | 11229 | 100 | Retailer |
WHITESTOWN, TALLAGHT, DUBLIN 24, Ireland | ||||
HEAVEN OR HELL LIMITED | Shirebrook (1) | 5899282 | 100 | Non-retailer |
High Bromfinch (Freeholdco) Limited | Shirebrook (1) | 16419056 | 100 | Non-retailer |
HK Sports & Golf Aktiebolag | Eskilstorpsv 7, 269 96, Båstad, Sweden | 556510-8189 | 100 | Retailer |
HOF Ireland Stores Limited | Heaton House, IDA Business Park, Whitestown, | 626384 | 100 | Retailer |
Tallaght, Dublin, Ireland, D24E932, Ireland | ||||
HOFCO (INVEST CO) LIMITED | Shirebrook (1) | 8319960 | 100 | Non-retailer |
HOH (INVEST CO) LIMITED | Shirebrook (1) | 10161592 | 100 | Non-retailer |
Holdsport Group (Pty) Ltd | THE MILL HOUSE, 1 CANTERBURY STREET, CAPE | 2022/407472/07 | 100 | Non-retailer |
TOWN, 8001, South Africa | ||||
HOT TUNA IP LIMITED | Shirebrook (1) | 6836792 | 100 | Non-retailer |
HOUSE OF FRASER BRANDS LIMITED | Shirebrook (1) | 10687367 | 100 | Retailer |
HOUSE OF FRASER LIMITED | Shirebrook (1) | 10686681 | 100 | Retailer |
HSCF BEDFORD HOUSE LIMITED | Shirebrook (1) | 4163800 | 100 | Non-retailer |
HUGO STORES LIMITED | Shirebrook (1) | 11687276 | 100 | Non-retailer |
I SAW IT FIRST LIMITED | Shirebrook (1) | 10184572 | 100 | Retailer |
INCENSE PROPERTYCO HOLDCO LIMITED | Shirebrook (1) | 11649235 | 100 | Non-retailer |
INTERNATIONAL BRAND MANAGEMENT | ||||
Shirebrook (1) | 5142123 | 100 | Retailer | |
LIMITED* | ||||
J32 CASTLEFORD (FREEHOLDCO) LIMITED | Shirebrook (1) | 4161209 | 100 | Non-retailer |
JACK WILLS IP LIMITED | Shirebrook (1) | 11775495 | 100 | Non-retailer |
JACK WILLS PROPERTY LIMITED | Shirebrook (1) | 11775643 | 100 | Non-retailer |
Jack Wills Retail (Ireland) Limited | HEATON HOUSE , IDA BUSINESS PARK, | 656208 | 100 | Retailer |
WHITESTOWN, TALLAGHT, DUBLIN 24, Ireland | ||||
JACK WILLS RETAIL LIMITED | Shirebrook (1) | 11634810 | 100 | Retailer |
JAMES LILLYWHITES LIMITED | Shirebrook (1) | 118840 | 100 | Non-retailer |
JERSEY HOLDING (FREEHOLDCO) LIMITED | Shirebrook (1) | 10177028 | 100 | Non-retailer |
JOHN ANTHONY (SWINDON) LIMITED | Shirebrook (1) | 1423814 | 100 | Retailer |
C/O Eversheds Sutherland 4f Montgomery House, | ||||
JUNIPER PROPERTYCO HOLDCO LIMITED | Montgomery Street, Belfast, United Kingdom, BT1 | NI672884 | 100 | Non-retailer |
4NX | ||||
KANGOL HOLDINGS LIMITED | Shirebrook (1) | 3317738 | 100 | Non-retailer |
KANGOL LIMITED | Shirebrook (1) | 3343793 | 100 | Retailer |
KANGOL TRUSTEES LIMITED | Shirebrook (1) | 3505512 | 100 | Non-retailer |
KTR Sport (Pty) Ltd | THE MILL HOUSE, 1 CANTERBURY STREET, CAPE | 2003/015789/07 | 100 | Retailer |
TOWN, 8001, South Africa | ||||
LA JOLLA (UK) LIMITED | Shirebrook (1) | 5737550 | 100 | Non-retailer |
C/O Eversheds Sutherland 4f Montgomery House, | ||||
LARCH PROPERTYCO HOLDCO LIMITED | Montgomery Street, Belfast, United Kingdom, BT1 | NI672885 | 100 | Non-retailer |
4NX | ||||
LILLYWHITES LIMITED | Shirebrook (1) | 290939 | 100 | Retailer |
LIVERPOOL CHURCH STREET (FREEHOLDCO) | ||||
Shirebrook (1) | 14846326 | 100 | Non-retailer | |
LIMITED | ||||
LIVERPOOL F&B LIMITED | Shirebrook (1) | 13905094 | 100 | Non-retailer |
LIVINGSTON ALMONDVALE RP (FREEHOLDCO) | ||||
Shirebrook (1) | 14156550 | 100 | Non-retailer | |
LIMITED | ||||
LONSDALE AUSTRALIA LIMITED | Shirebrook (1) | 7665885 | 100 | Non-retailer |
LONSDALE BOXING LIMITED | Shirebrook (1) | 3912303 | 100 | Non-retailer |
LONSDALE IP LIMITED | Shirebrook (1) | 16329530 | 100 | Non-retailer |
LOVELL SPORTS (HOLDINGS) LIMITED | Shirebrook (1) | 9608995 | 100 | Non-retailer |
LOVELL SPORTS LIMITED | Shirebrook (1) | 4184358 | 100 | Retailer |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
194
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
CAPITAL | NATURE OF | |||
NAME | REGISTERED OFFICE ADDRESS | COMPANY NUMBER | HELD | ENTITY |
LOVELLS SP LIMITED | Shirebrook (1) | 8907509 | 100 | Non-retailer |
LSL HOLDINGS (LHFH) LIMITED | Shirebrook (1) | 10161824 | 100 | Non-retailer |
LUTON MALL (FREEHOLDCO) LIMITED | Shirebrook (1) | 14570159 | 100 | Non-retailer |
LUTON MALL 2 (FREEHOLDCO) LIMITED | Shirebrook (1) | 14570336 | 100 | Non-retailer |
MALL NOMINEE FOUR LIMITED | Shirebrook (1) | 10482091 | 100 | Non-retailer |
MALL NOMINEE THREE LIMITED | Shirebrook (1) | 10481999 | 100 | Non-retailer |
MANCTRAFFORDC (LEASECO) LIMITED | Shirebrook (1) | 15089205 | 100 | Non-retailer |
MASTERS HOLDERS LIMITED | Shirebrook (1) | 8787718 | 100 | Non-retailer |
MISSGUIDED RETAIL LIMITED | Shirebrook (1) | 12298767 | 100 | Retailer |
Mississippi Manufacturing | 1209 Orange Street, Wilmington New Castle | 3470413 | 100 | Non-retailer |
County, Delaware | ||||
Moresport Namibia (Pty) Ltd | 24 Orban Street, Klein Windhoek, Windhoek, | 2010/0287 | 100 | Retailer |
Namibia | ||||
MTA JOHN ANTHONY (HOLDINGS) LIMITED | Shirebrook (1) | 8836851 | 100 | Non-retailer |
MTPK INVESTCO LIMITED | Shirebrook (1) | 8560260 | 100 | Non-retailer |
MUDDYFOX IP LIMITED | Shirebrook (1) | 10246764 | 100 | Non-retailer |
MUDDYFOX LIMITED | Shirebrook (1) | 4187350 | 100 | Non-retailer |
MYSale Group Limited* | Ogier House, The Esplanade, 44 Esplanade Street, | 115584 | 100 | Non-retailer |
Helier, JE4 9WG, Jersey | ||||
MySale Group Trustee Limited | Shirebrook (1) | 10476058 | 100 | Retailer |
NEVICA IP LIMITED | Shirebrook (1) | 6836778 | 100 | Non-retailer |
NEWTOWNABBEY (FREEHOLDCO) LIMITED | Shirebrook (1) | 9127266 | 100 | Non-retailer |
NFSK (INVEST CO) LIMITED | Shirebrook (1) | 10919102 | 100 | Non-retailer |
NO FEAR BRAND LIMITED | Shirebrook (1) | 5568043 | 100 | Non-retailer |
NO FEAR INTERNATIONAL LIMITED | Shirebrook (1) | 5532482 | 100 | Non-retailer |
NO FEAR USA LIMITED | Shirebrook (1) | 7712470 | 100 | Non-retailer |
Level 1 Chartered Accountants House, 50 | ||||
NZ Sale Limited | Customhouse Quay, Wellington, 6011 , New | 2261790 | 100 | Retailer |
Zealand | ||||
OCTO TPWHEELS3 (LEASECO) LIMITED | Shirebrook (1) | 15310408 | 100 | Non-retailer |
OLD BROWN BAG CLOTHING LIMITED | Shirebrook (1) | 4144718 | 100 | Non-retailer |
OLYMPUS VENTURES LIMITED | Shirebrook (1) | 3945752 | 100 | Non-retailer |
OVERGATE DUNDEE (SCOT) (FREEHOLDCO) | ||||
Shirebrook (1) | 14155935 | 100 | Non-retailer | |
LIMITED | ||||
OzSale Pty Limited | 24A Victoria Street, Windsor VIC 3181, Australia | 118 610 987 | 100 | Retailer |
OzSale SDN BHD | 1-2B Blk C Jln Pju 1/3B Sunwaymas Cmmrcl | 1007716A | 100 | Retailer |
Centre PETALING JAYA, Selangor, 47301 Malaysia | ||||
PDL SLZ (INVESTCO) LIMITED | Shirebrook (1) | 12300052 | 100 | Non-retailer |
Performance Brands (Pty) Ltd | THE MILL HOUSE, 1 CANTERBURY STREET, CAPE | 2005/020507/07 | 100 | Retailer |
TOWN, 8001, South Africa | ||||
POST WHEELS1 (LEASECO) LIMITED | Shirebrook (1) | 15310337 | 100 | Non-retailer |
PREVU IP LIMITED | Shirebrook (1) | 14553581 | 100 | Non-retailer |
Project Oxygen Bidco (Pty) Ltd | THE MILL HOUSE, 1 CANTERBURY STREET, CAPE | 2021/104878/07 | 100 | Non-retailer |
TOWN, 8001, South Africa | ||||
Project Oxygen Holdco (Pty) Ltd | THE MILL HOUSE, 1 CANTERBURY STREET, CAPE | 2021/104789/07 | 100 | Non-retailer |
TOWN, 8001, South Africa | ||||
PROPERTYCO (STUDIO) LIMITED | Shirebrook (1) | 14156309 | 100 | Non-retailer |
PSYCHE HOLDINGS LIMITED | Shirebrook (1) | 3438665 | 100 | Non-retailer |
PUFFA IP LIMITED | Shirebrook (1) | 10910124 | 100 | Non-retailer |
QUEENSBERRY BOXING IP LIMITED | Shirebrook (1) | 7929363 | 100 | Non-retailer |
R. D. SCOTT LIMITED | Shirebrook (1) | 1738894 | 100 | Non-retailer |
REDWOOD PROPERTYCO HOLDCO LIMITED | Shirebrook (1) | 9340379 | 100 | Non-retailer |
REPUBLIC IP LIMITED | Shirebrook (1) | 5635015 | 100 | Non-retailer |
REPUBLIC.COM RETAIL LIMITED | Shirebrook (1) | 8248997 | 100 | Retailer |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
195
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
CAPITAL | NATURE | |||
NAME | REGISTERED OFFICE ADDRESS | COMPANY NUMBER | HELD | OF ENTITY |
RETAIL SERVICES (INVESTCO) LIMITED | Shirebrook (1) | 8143303 | 100 | Retailer |
KARRIMOR IP LIMITED | Shirebrook (1) | 16329531 | 100 | Non-retailer |
ROMIRRAK LIMITED | Shirebrook (1) | 5215974 | 100 | Non-retailer |
ROTHERHAM PARKGATE SC (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9888635 | 100 | Non-retailer |
RUGBYALPHA (FREEHOLDCO) LIMITED | Shirebrook (1) | 11732700 | 100 | Non-retailer |
RUNNEL LIMITED | Shirebrook (1) | 9336830 | 100 | Retailer |
S and R Holdco Proprietary Limited | The Mill House, 1 Canterbury St, Cape Town, 8001, | 2022/407079/07 | 100 | Retailer |
South Africa | ||||
S&B BRANDS LIMITED | Shirebrook (1) | 5635585 | 100 | Non-retailer |
SCOTTS SPOTPROP (LEASECO) LIMITED | Shirebrook (1) | 14469755 | 100 | Non-retailer |
SD EQUESTRIAN LIMITED | Shirebrook (1) | 8692780 | 100 | Retailer |
SDB2 SA | Parc Industriel, Avenue Ernest, Solvay 29 1480 | 0848.964.388 | 100 | Non-retailer |
Saintes, Belgium | ||||
SDI (Corrib Shopping Centre) Limited | HEATON HOUSE , IDA BUSINESS PARK, | 715322 | 100 | Non-retailer |
WHITESTOWN, TALLAGHT, DUBLIN 24, Ireland | ||||
SDI (PROPCO 38) LIMITED | Shirebrook (1) | 11523424 | 100 | Non-retailer |
SDI (PROPCO 67) LIMITED | Shirebrook (1) | 11572676 | 100 | Non-retailer |
SDI (PROPCO 85) LIMITED | Shirebrook (1) | 11649632 | 100 | Non-retailer |
SDI (SCARBOROUGH) LIMITED | Shirebrook (1) | 6328463 | 100 | Non-retailer |
SDI 2300 Collins LLC | 735 Collins Avenue, 2nd Floor, Miami Beach, | 6870031 | 100 | Non-retailer |
Florida 33139 | ||||
SDI 735 Collins LLC | 735 Collins Avenue, 2nd Floor, Miami Beach, | 6870028 | 100 | Non-retailer |
Florida 33139 | ||||
SDI Airport Logistics Park Limited | HEATON HOUSE , IDA BUSINESS PARK, | 748325 | 100 | Non-retailer |
WHITESTOWN, TALLAGHT, DUBLIN 24, Ireland | ||||
SDI FITNESS 28 LIMITED | Shirebrook (1) | 12825356 | 100 | Non-retailer |
SDI GOLF LIMITED | Shirebrook (1) | 9083512 | 100 | Retailer |
SDI Henry St Debs Limited | Heaton House, IDA Business Park, Whitestown, | 730569 | 100 | Non-retailer |
Tallaght, Dublin, Ireland, D24E932, Ireland | ||||
SDI Holdings USA Inc | CORPORATION TRUST CENTER 1209 ORANGE | 6651201 | 100 | Non-retailer |
ST, WILMINGTON, New Castle, DE, 19801 | ||||
SDI LIFESTYLE LIMITED | Shirebrook (1) | 8293614 | 100 | Retailer |
Level 1, LM Complex, Brewery Street , Zone 3 | ||||
SDI Malta Holdco Limited | Central Business District , Birkirkara, CBD3040, | C102352 | 100 | Non-retailer |
Malta | ||||
SDI Properties (USA) INC | 1209 Orange Street, Wilmington Newcastle | 535872 | 100 | Non-retailer |
County, Del-aware | ||||
SDI Property (Bitburg) BV | Van Konijnenburgweg 45, 4672PL , Bergen op | 82495807 | 100 | Non-retailer |
Zoom, Netherlands | ||||
, Bergen op | ||||
SDI Property (Europe) BV | Van Konijnenburgweg 45, 4612PL | 69042594 | 100 | Non-retailer |
Zoom, Netherlands | ||||
SDI Property US Inc. | Corporation Trust Centre, 1209 Orange Street, | 68700024 | 100 | Non-retailer |
Wilmington, New Castle, 19801 | ||||
SDI SPORTS (STOKE) LIMITED | Shirebrook (1) | 10163722 | 100 | Retailer |
SDI Sports Group Americas LLC | 735 Collins Avenue, 2nd Floor, Miami Beach, | 2047393 | 100 | Non-retailer |
Florida 33139 | ||||
SDI Ventures LLC | 1209 Orange Street, Wilmington Newcastle | 687 0023 | 100 | Non-retailer |
County, Delaware | ||||
SDIL S.A | Parc Industriel, Avenue Ernest, Solvay 29 1480 | 810198636 | 100 | Retailer |
Saintes, Belgium | ||||
Shelflife (Pty) Ltd | THE MILL HOUSE, 1 CANTERBURY STREET, CAPE | 2017/011841/07 | 100 | Retailer |
TOWN, 8001, South Africa | ||||
SIA SIG Logistics | A. Deglava, str 50, Riga, LV-1035, Latvia | 40203110076 | 60 | Non-retailer |
SIA Sportland | A. Deglava, str 50, Riga, LV-1035, Latvia | 40003530961 | 60 | Retailer |
SIA Sportsdirect.com | A. Deglava, str 50, Riga, LV-1035, Latvia | 40103932873 | 60 | Retailer |
SIENNA DINING LIMITED | Shirebrook (1) | 13629737 | 100 | Non-retailer |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
196
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | OF ENTITY |
SingSale Pte Limited | 7 STRAITS VIEW, #12-00, MARINA ONE EAST | 20092030W | 100 | Retailer |
TOWER, SINGAPORE (018936) | ||||
SKI AND OUTDOOR WAREHOUSE LIMITED | Shirebrook (1) | 2917223 | 100 | Non-retailer |
SKINS IP LIMITED | Shirebrook (1) | 12168568 | 100 | Non-retailer |
SLAZENGER CARLTON (HOLDINGS) LIMITED | Shirebrook (1) | 10463051 | 100 | Non-retailer |
SLAZENGERS AUSTRALIA LIMITED | Shirebrook (1) | 9217319 | 100 | Non-retailer |
SLAZENGERS LIMITED | Shirebrook (1) | 116000 | 100 | Non-retailer |
SMITH & BROOKS LIMITED | Shirebrook (1) | 2073720 | 100 | Retailer |
SMITH AND BROOKS GROUP LIMITED | Shirebrook (1) | 4079331 | 100 | Non-retailer |
SMITH AND BROOKS HOLDINGS LIMITED | Shirebrook (1) | 4983573 | 100 | Non-retailer |
SNO Sport Vertriebs - GmbH | Flugplatzstraße 30, 4600, Wels, Austria | FN272671M | 100 | Retailer |
SOFA.COM BIDCO LIMITED | Shirebrook (1) | 9341955 | 100 | Retailer |
SOFA.COM LTD | Shirebrook (1) | 5222498 | 100 | Retailer |
SONDICO IP LIMITED | Shirebrook (1) | 6546121 | 100 | Non-retailer |
Sport Eybl & Sports Experts Logistikbetriebs | ||||
GmbH | Flugplatzstraße 30, 4600, Wels, Austria | FN96024M | 100 | Non-retailer |
Sport Eybl Holding GmbH | Flugplatzstraße 30, 4600, Wels, Austria | FN180095X | 100 | Non-retailer |
Sportland Esti AS | Parnu mnt 139c, Kesklinna, Tallinn, 11317, Estonia | 10677712 | 60 | Retailer |
Sportland International Group AS | Parnu mnt 139c, Kesklinna, Tallinn, 11317, Estonia | 10993195 | 60 | Retailer |
Sportmaster Danmark ApS | Baltorpbakken 5, 2750 Ballerup, Denmark | 34479526 | 100 | Retailer |
Sports Direct (Singapore) Pte Limited | 182 Cecil Street, #23-02, Frasers Tower, Singapore, | |||
069547, Singapore | 2020045427 | 100 | Retailer | |
SPORTS DIRECT HOLDINGS LIMITED* | Shirebrook (1) | 6464317 | 100 | Non-retailer |
SPORTS DIRECT INTERNATIONAL HOLDINGS | ||||
LIMITED* | Shirebrook (1) | 6027131 | 100 | Non-retailer |
SPORTS DIRECT INTERNATIONAL LIMITED | Shirebrook (1) | 11775757 | 100 | Non-retailer |
Sports Direct MALAYSIA SDN.BHD. | 12th Floor, Menara Symphony, No. 5 Jalan, | 925166-M | 100 | Retailer |
Seksyen 13, Petaling Jaya, Selangor, 46200 | ||||
Centro Comercial Puerto Venecia, Local 84, | ||||
Sports Direct Spain SLU | Travesía de los Jardines Reales nº 7, 50021, | B86567880 | 100 | Retailer |
Zaragoza , Spain | ||||
SPORTS WORLD INTERNATIONAL LIMITED | Shirebrook (1) | 6531266 | 100 | Non-retailer |
Sportsdirect.com (Asia) Limited | Unit 1903B & 1905, Exchange Tower, 33 Wang | 1216339 | 100 | Retailer |
Chiu Road, Kowloon Bay, Kowloon, Hong Kong | ||||
Sportsdirect.com (Iceland) EHF | Skogarlind 2, 201, Kopavogur, Iceland | 6301121760 | 100 | Retailer |
Room 315, 3rd Floor Building 2, No 239 Gang'ao | ||||
Sportsdirect.com (Shanghai) Limited | Road, China (Shanghai) Pilot Free Zone, Shanghai, | 93110115MA1k463A6B | 100 | Non-retailer |
China | ||||
Sportsdirect.com Austria GmbH | Flugplatzstraße 30, 4600, Wels, Austria | FN309738Y | 100 | Retailer |
Sportsdirect.com Belgium SA | Parc Industriel, Avenue Ernest, Solvay 29 1480 | 416268471 | 100 | Retailer |
Saintes, Belgium | ||||
Sportsdirect.com Bulgaria EOOD | BULGARIA, Sofia. Sofia, Sredets district, blvd. Tsar | 208158029 | 100 | Retailer |
Osvoboditel, 14, fl. | ||||
Sportsdirect.com Cyprus Limited | Miltiades Stylianou 34B, Shop 2, 8577 Tala, | 230340 | 100 | Retailer |
Paphos, Cyprus | ||||
Sportsdirect.com Czech Republic s.r.o | Prague 1 - Nove Mesto, Na Porici 1079/3a, 100 00, | 24268933 | 100 | Retailer |
Czech Republic | ||||
SPORTSDIRECT.COM FITNESS LIMITED | Shirebrook (1) | 9028577 | 100 | Non-retailer |
Sportsdirect.com France | Zac des Copistes, Boulevard du Havre, 95220, | FR27379062813 | 100 | Retailer |
Herblay, France | ||||
Sportsdirect.com Hungary | H-1053 Budapest, Karolyi Mihaly utca 12, Hungary | 01-09-199366 | 100 | Retailer |
Sportsdirect.com Immobilien GmbH | Flugplatzstraße 30, 4600, Wels, Austria | FN104151P | 100 | Non-retailer |
Sportsdirect.com Luxembourg | Shirebrook (1) | 27003200297 | 100 | Retailer |
Level 1, LM Complex, Brewery Street, Zone 3 | ||||
Sportsdirect.com Malta Limited | Central Business District, Birkirkara CBD , 3040, | C92278 | 100 | Retailer |
Malta | ||||
Sportsdirect.com OU | Parnu mnt 139c, Kesklinna, Tallinn, 11318, Estonia | 12845837 | 60 | Non-retailer |
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
197
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
CAPITAL | NATURE | |||
NAME | REGISTERED OFFICE ADDRESS | COMPANY NUMBER | HELD | OF ENTITY |
Sportsdirect.com Poland S.P. Z.o.o. | ul. Skladowa 5, 61-897, Poznań, Poland | 452610 | 100 | Retailer |
Sportsdirect.com PTY Limited | c/o Norton Rose Fulbright, Level 6, 60 Martin | 603187319 | 100 | Retailer |
Place, Sydney NSW 2000, Australia | ||||
Sportsdirect.com Retail (Europe)* | Parc Industriel, Avenue Ernest, Solvay 29 1480 | 458883046 | 100 | Retailer |
Saintes, Belgium | ||||
Sportsdirect.com Retail Limited | Shirebrook (1) | 17116442 | 100 | Non-retailer |
Sportsdirect.com Romania SRL | Bdul. Iuliu Maniu 6 L Bl. CAMPUS 6.1 Et. 2 Ap. BIR. | 49925360 | 100 | Retailer |
250 Cod 061102 | ||||
Sportsdirect.com Slovakia s.r.o | Vysoka 2/B, 81106, Bratislava, Slovakia | 47 240 458 | 100 | Retailer |
Sportsdirect.com SLVN d.o.o | Planjava 4, 1236 Trzin, Slovenia | 1198157000 | 100 | Retailer |
Sportsdirect.com Switzerland AG | Zeughausgasse 27, 3011 Bern, Switzerland | CHE331.683.991 | 100 | Retailer |
Sportsdirect.com Vienna North | Flugplatzstraße 30, 4600, Wels, Austria | FN104486G | 100 | Retailer |
SSG Sport GmbH | Vornholzstr. 48, , 94036, Passau, Germany | HRBH34 | 100 | Retailer |
STERLING RESOURCES (HOLDINGS) LIMITED | Shirebrook (1) | 4651701 | 100 | Non-retailer |
STIRLINGS (ARGYLE STREET) LIMITED | Martin House, 184 Ingram Street, Glasgow, G1 1DN, | SC088108 | 100 | Retailer |
United Kingdom | ||||
STRAUB CORPORATION LIMITED | Shirebrook (1) | 3003584 | 100 | Non-retailer |
STRIKE SPORT (INVESTCO) LIMITED | Shirebrook (1) | 9848767 | 100 | Retailer |
STUDIO RETAIL FINANCIAL SERVICES LIMITED | Shirebrook (1) | 14156254 | 100 | Non-retailer |
STUDIO RETAIL HOLDINGS LIMITED* | Shirebrook (1) | 14134781 | 100 | Non-retailer |
STUDIO RETAIL TRADING LIMITED | Shirebrook (1) | 3994833 | 100 | Retailer |
Swimmo Eupen SPRL | Parc Industriel, Avenue Ernest, Solvay 29 1480 | 878673906 | 100 | Retailer |
Saintes, Belgium | ||||
TABLE TENNIS PRO EUROPE LTD | Shirebrook (1) | 5003853 | 100 | Non-retailer |
TB LOBSTER (INVESTCO) LIMITED | Shirebrook (1) | 15768571 | 100 | Non-retailer |
Tessuti (Ireland) Limited | HEATON HOUSE, IDA BUSINESS PARK, | 726070 | 100 | Retailer |
WHITESTOWN, TALLAGHT, DUBLIN 24, IRELAND | ||||
TESSUTI GROUP LIMITED | Shirebrook (1) | 8007909 | 100 | Retailer |
TESSUTI LTD | Shirebrook (1) | 5640916 | 100 | Retailer |
TESSUTI PROPERTY LIMITED | Shirebrook (1) | 14847097 | 100 | Non-retailer |
TESSUTI RETAIL LIMITED | Shirebrook (1) | 7312882 | 100 | Retailer |
TESSUTI STORES LIMITED | Shirebrook (1) | 14469753 | 100 | Retailer |
TFCH (INVESTCO) LIMITED | Shirebrook (1) | 13030173 | 100 | Non-retailer |
THACKERAYS (INVESTCO) LIMITED | Shirebrook (1) | 15665963 | 100 | Non-retailer |
The Antigua Group Inc | Incorp Services INC, 3773 Howard Hughes PKWY | 7343-1994 | 100 | Retailer |
STE 500S | ||||
The Flannels Group (ROI) Limited | Heaton House, IDA Business Park, Whitestown, | 707468 | 100 | Retailer |
Tallaght, Dublin, Ireland, D24E932, Ireland | ||||
THE FLANNELS GROUP LIMITED | Shirebrook (1) | 2318510 | 100 | Retailer |
THE MALL (LUTON) (GENERAL PARTNER) | ||||
LIMITED | Shirebrook (1) | 10481615 | 100 | Non-retailer |
THE MALL (LUTON) LIMITED PARTNERSHIP | Shirebrook (1) | LP017696 | 100 | Non-retailer |
THE TRADEMARK LICENSING COMPANY | ||||
LIMITED | Shirebrook (1) | 4477829 | 100 | Non-retailer |
The Watch Shop B.V. | Units 55-58, Sutton Business Park, Sutton Park | 863503640 | 100 | Non-retailer |
Avenue, Earley, Reading, RG6 1AZ | ||||
THE WATCH SHOP HOLDINGS LIMITED | Shirebrook (1) | 11640948 | 100 | Non-retailer |
TOPAZ MWHEELS2 (LEASECO) LIMITED | Shirebrook (1) | 15310338 | 100 | Non-retailer |
TOPGRADE SPORTSWEAR HOLDINGS LIMITED | Shirebrook (1) | 6330487 | 100 | Non-retailer |
TOPGRADE SPORTSWEAR LIMITED | Shirebrook (1) | 3139070 | 100 | Retailer |
TRI YEOVIL UK LIMITED | Shirebrook (1) | 10680690 | 100 | Retailer |
Twin Sport Holding B.V. | Kuipserweg 37, 3449JA Woerden, Netherlands | 814608061 | 100 | Non-retailer |
TYMIT Ltd | Shirebrook (1) | 10827757 | 69 | Non-retailer |
UAB SDI (Gedimino) LT | Vilniaus m. sav. , Vilniaus m. S, Seimyniskkiu g. 3/, | 304584281 | 100 | Non-retailer |
Lithuania |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
198
PERCENTAGE | ||||
OF ISSUED | ||||
SHARE | ||||
COMPANY | CAPITAL | NATURE | ||
NAME | REGISTERED OFFICE ADDRESS | NUMBER | HELD | OF ENTITY |
UAB Sportland LT | Seimyniskiu g. 3, Vilnius, LT-09312, Lithuania | 135039836 | 51 | Retailer |
UAB Sportsdirect.com | Seimyniskiu g.3, Vilnius, LT-09312, Lithuania | 304155613 | 60 | Retailer |
UNIVERSAL CYCLES LIMITED | Shirebrook (1) | 1339667 | 100 | Retailer |
USA PRO IP LIMITED | Shirebrook (1) | 6497914 | 100 | Non-retailer |
USC IP LIMITED | Shirebrook (1) | 6836808 | 100 | Non-retailer |
USFRS ESTATES (HOLDCO) LIMITED | Shirebrook (1) | 11323420 | 100 | Non-retailer |
VAN MILDERT (LIFESTYLE) LIMITED | Shirebrook (1) | 8319959 | 100 | Retailer |
VOODOO DOLLS BRAND LIMITED | Shirebrook (1) | 5323305 | 100 | Non-retailer |
WARESHOP2 LIMITED | Shirebrook (1) | 9870840 | 100 | Non-retailer |
WARESHOP3 LIMITED | Shirebrook (1) | 12299567 | 100 | Non-retailer |
Warrnambool Unlimited Company* | Heaton House , IDA Business Park, Whitestown, | 387014 | 100 | Retailer |
Tallaght, Dublin 24, Ireland | ||||
WATERLINE ANGLING PRODUCTS LIMITED | Shirebrook (1) | 2696374 | 100 | Non-retailer |
West System Norge AS | Strømsveien 245, 0668 Oslo, Norway | 976 950 879 | 100 | Non-retailer |
WHCO LIMITED | Shirebrook (1) | 13376181 | 100 | Non-retailer |
WHOLESALE BICYCLES (EU) LIMITED | Shirebrook (1) | 16033574 | 100 | Retailer |
WHOLESALE BICYCLES (UKROW) LIMITED | Shirebrook (1) | 11577670 | 100 | Non-retailer |
WIGAN ROBIN PARK RP (FREEHOLDCO) | ||||
LIMITED | Shirebrook (1) | 9625631 | 100 | Non-retailer |
WIT INVEST (INVEST CO) LIMITED | Shirebrook (1) | 14492202 | 100 | Non-retailer |
WOODLANDSLOVE (INVEST CO) LIMITED | Shirebrook (1) | 14492147 | 100 | Non-retailer |
XCM (INVEST CO) LIMITED | Shirebrook (1) | 14492146 | 100 | Non-retailer |
XXL AS* | Strømsveien 245, 0668 Oslo, Norway | 995306158 | 100 | Non-retailer |
XXL Europe GMBH | Strømsveien 245, 0668 Oslo, Norway | CHE-137.833.578 | 100 | Non-retailer |
XXL Grossist Norge AS | Strømsveien 245, 0668 Oslo, Norway | 983 706 444 | 100 | Non-retailer |
XXL Sport & Vildmark AB | Strømsveien 245, 0668 Oslo, Norway | 55685-0623 | 100 | Retailer |
XXL Sport & Villmark AS | Strømsveien 245, 0668 Oslo, Norway | 881932792 | 100 | Retailer |
XXL Sports & Outdoor OY | Strømsveien 245, 0668 Oslo, Norway | 2541215-9 | 100 | Retailer |
YEOMANS OUTDOORS LIMITED | Shirebrook (1) | 8058714 | 100 | Non-retailer |
Zaparoh Sp. z.o.o | ul. ŻERNICKA, No. 22, office, place ROBAKOWO, | KRS 0000459435 | 100 | Retailer |
CODE 62-02, Poland | ||||
ZEE & CO GROUP LIMITED | Shirebrook (1) | 12559441 | 100 | Retailer |
ZEE & CO ONLINE LIMITED | Shirebrook (1) | 8047183 | 100 | Retailer |
ZEE & CO. LIMITED | Shirebrook (1) | 2604329 | 100 | Retailer |
2187 Athlone Westmeath (Freeholdco) Limited | Shirebrook (1) | 1US438.99999.SL.136 | 100 | Non-retailer |
Conero Retail S.r.l. | Corso Di Porta Nuova, 19, 20121, Milano | 14442830965 | 90 | Non-retailer |
Direct Leisure (Pty) Ltd | 1 Canterbury Street, Cape Town, Western Cape | 2003/001448/07 | 100 | Non-retailer |
,8001 | ||||
Fondo ERA REIF | 3, Op d’Schmëtt, L-9964 Huldange | N/A | 90 | Non-retailer |
Long18 (Pty) Ltd | The Mill House, 1 Canterbury Street, Cape Town, | 2017/128544/07 | 100 | Retailer |
Western Cape, 8001, South Africa | ||||
MAXI SPORT S.P.A. | Via Turati Filippo 6 Milano Lombardia 20121 | 02607280969 | 75 | Retailer |
STUDIO FINANCING LIMITED | 8th Floor 100 Bishopsgate, London, United | 11644219 | (2) | Non-retailer |
Kingdom, EC2N 4AG | ||||
Tymit Consumer Services Ltd | 5 Merchant Square, London, England, W2 1DP | 15102222 | 69 | Non-retailer |
Tymit Financial Services Ltd | 5 Merchant Square, London, England, W2 1DP | 12052338 | 69 | Non-retailer |
Tymit Labs SL | Calle Fortuny 19, Bajo Izquierda, 28010 Madrid, | B01724053 | 69 | Non-retailer |
Spain |
(1)
Unit A, Brook Park East, Shirebrook, NG20 8RY
(2)
A controlled entity other than by share ownership
*Direct shareholdings held by Frasers Group plc
FRASERS GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
199
Frasers Group plc intends to provide a parental guarantee for the following United Kingdom incorporated subsidiaries
thus entitling them to exemption from statutory audit under section 479A of the Companies Act 2006.
COMPANY | COMPANY | COMPANY | COMPANY |
NAME | NUMBER | NAME | NUMBER |
HOT TUNA IP LIMITED | 06836792 | 1013 MARKET PL KINGSTON (FREEHOLDCO) LIMITED | 10915209 |
SD EQUESTRIAN LIMITED | 08692780 | 0315 H ST KIRKCALDY (FREEHOLDCO) LIMITED | 07852097 |
MTPK INVESTCO LIMITED | 08560260 | 1333 HEADROW LEEDS (FREEHOLDCO) LIMITED | 09293515 |
1747 GALLOWTREE GATE LEICESTER (FREEHOLDCO) | |||
0074 UNION ST ABERDEEN (FREEHOLDCO) LIMITED | 08512592 | LIMITED | 09127170 |
0352 PIER ST ABERWYSTWYTH (FREEHOLDCO) LIMITED | 02789996 | 2781 PARKER ST LIVERPOOL (FREEHOLDCO) LIMITED | 09888734 |
0325 H ST ASHFORD (FREEHOLDCO) LIMITED | 07848460 | 0263 LDN RD NORTH LOWESTOFT (FREEHOLDCO) LIMITED | 07852265 |
0308 SYCAMORE WOODHORN ASHINGTON | 2741 THE COURTS WARREN STREET STOCKPORT | ||
| (FREEHOLDCO) LIMITED | 07849231 | (FREEHOLDCO) LIMITED | 06372181 |
| 0329 BERESFORD TERRACE AYR (FREEHOLDCO) LIMITED | 05528267 | 0275 HEATHCOT RD STOKE LONGTON (FREEHOLDCO) | |
| LIMITED | 07853877 | ||
0034 CASTLE PLACE BELFAST (FREEHOLDCO) LIMITED | 09872471 | 0078 (PROPCOSO) LIMITED | 07852207 |
0410 MARYGATE BERWICK UPON TWEED (FREEHOLDCO) | |||
| LIMITED | 02739957 | 0930 LESLEY RP STRABANE (FREEHOLDCO) LIMITED | 09890243 |
0283 BOROUGH PAVEMENT BIRKENHEAD (FREEHOLDCO) | 0365 STANTHORPE RD STREATHAM (FREEHOLDCO) | ||
| LIMITED | 07849198 | LIMITED | 10066335 |
0368 AUCKLAND HOUSE BISHOP AUCKLAND | |||
| (FREEHOLDCO) LIMITED | 03004246 | 0370 H ST STROOD (FREEHOLDCO) LIMITED | 07852251 |
0140 BOUCHER SP BELFAST (FREEHOLDCO) LIMITED | 13808700 | 0296 FAWCETT ST SUNDERLAND (FREEHOLDCO) LIMITED | 08755347 |
0314 CORNHILL BRIDGWATER (FREEHOLDCO) LIMITED | 07852061 | 2134 TIMES SQ SC SUTTON (FREEHOLDCO) LIMITED | 11228011 |
2784 WESTERN RD BRIGHTON (FREEHOLDCO) LIMITED | 12579780 | 0107 REGENT ST SWINDON (FREEHOLDCO) LIMITED | 09888662 |
0008 POPES BRIXTON (FREEHOLDCO) LIMITED | 09127300 | 0808 EAST ST TAUNTON (FREEHOLDCO) LIMITED | 07852191 |
3628 LITCHFIELD STREET BURTON TRENT (FREEHOLDCO) | |||
| LIMITED | 08495632 | 0071 (PROPCOSO) LIMITED | 12332871 |
0790 LANDMARK PLACE CARDIFF FL (FREEHOLDCO) | |||
| LIMITED | 10177359 | 2374 GATEWAY TROWBRIDGE (FREEHOLDCO) LIMITED | 12355661 |
8088 QST CARDIFF (FREEHOLDCO) LIMITED | 12578045 | 0162 H ST UXBRIDGE (FREEHOLDCO) LIMITED | 09127316 |
0137 CARDIFF QSTREET (FREEHOLDCO) LIMITED | 11227321 | 0420 H SR UXBRIDGE (FREEHOLDCO) LIMITED | 10177276 |
0181 SCOTCH ST CARLISLE (FREEHOLDCO) LIMITED | 07851959 | 0420 WESTGATE WAKEFIELD (FREEHOLDCO) LIMITED | 08483711 |
0139 H ST CHATHAM (FREEHOLDCO) LIMITED | 06836679 | 0153 PARK ST WALSALL (FREEHOLDCO) LIMITED | 07852289 |
2786 BROOKFIELD CHESHUNT (FREEHOLDCO) LIMITED | 11775717 | 1837 H ST WATFORD (FREEHOLDCO) LIMITED | 06328505 |
2787 CHESHUNTBROOKFIELD (FREEHOLDCO) LIMITED | 11775599 | 1821 ALBERT SQ SC WIDNES (FREEHOLDCO) LIMITED | 08576472 |
0272 STATION RD CLACTON (FREEHOLDCO) LIMITED | 07852078 | 0419 GLASGOW RD WISHAW (FREEHOLDCO) LIMITED | 06656365 |
0357 HEAD ST COLCHESTER (FREEHOLDCO) LIMITED | 05632790 | 1846 HENBLAS SQ. WREXHAM (FREEHOLDCO) LIMITED | 10915200 |
3940 Q SQ CORBY (FREEHOLDCO) LIMITED | 10885672 | 1419 ETROP CT WYTHENSHAWE (FREEHOLDCO) LIMITED | 09659156 |
3263 PATRICK CORK (FREEHOLDCO) LIMITED | 11775763 | 2135 CONEY ST YORK (FREEHOLDCO) LIMITED | 11331391 |
2779 PRECINCT MARKET COVENTRY (FREEHOLDCO) | |||
| LIMITED | 09680128 | FOUR (INVESTCO) LIMITED | 09719779 |
0092 CORNMILL CENTRE DARLINGTON (FREEHOLDCO) | |||
| LIMITED | 10915193 | FRS ESTATES LIMITED | 02767493 |
0639 ST PETERS DERBY (FREEHOLDCO) LIMITED | 09310031 | STRIKE SPORT (INVESTCO) LIMITED | 09848767 |
2735 FOYLESIDE SC LONDONDERRY (FREEHOLDCO) | |||
| LIMITED | NI653340 | STIRLINGS (ARGYLE STREET) LIMITED | SC088108 |
1561 PRIORY WALK DONCASTER (FREEHOLDCO) LIMITED | 09888670 | ACCRINGTON EXPRESS HOUSE (FREEHOLDCO) LIMITED | 14156232 |
0124 MURRAYGATE DUNDEE (FREEHOLDCO) LIMITED | 09702004 | OVERGATE DUNDEE (SCOT) (FREEHOLDCO) LIMITED | 14155935 |
3442 MIDDLESBROUGH LINTHORPE (FREEHOLDCO) | |||
0343 H ST DUMFERLINE (FREEHOLDCO) LIMITED | 08483679 | LIMITED | 13808704 |
0041 H ST EAST HAM (FREEHOLDCO) LIMITED | 09810378 | 0139 TRAFFORD MISSG (FREEHOLDCO) LIMITED | 13808689 |
1534 LAW PLACE EAST KILBRIDE (FREEHOLDCO) LIMITED | 06656368 | 3443 LEEDS BRIGGATE (FREEHOLDCO) LIMITED | 13808640 |
1567 P ST EDINBURGH (FREEHOLDCO) LIMITED | 10100990 | LIVINGSTON ALMONDVALE RP (FREEHOLDCO) LIMITED | 14156550 |
0015 DEMANDEVILLE RP ENFIELD (FREEHOLDCO) LIMITED | 10086209 | ROTHERHAM PARKGATE SC (FREEHOLDCO) LIMITED | 09888635 |
1801 NORTH RP MANCHESTER (FREEHOLDCO) LIMITED | 09127295 | 0276 NEWPORTIOW (FREEHOLDCO) LIMITED | 12578944 |
0610 MARKET RD LONDON (FREEHOLDCO) LIMITED | 10799247 | NEWTOWNABBEY (FREEHOLDCO) LIMITED | 09127266 |
1742 LINTHORPE RD MIDDLESBROUGH (FREEHOLDCO) | |||
| LIMITED | 10081909 | LIVERPOOL CHURCH STREET (FREEHOLDCO) LIMITED | 14846326 |
1718 NASSAU ST LONDON (FREEHOLDCO) LIMITED | 11227964 | 3480 BOURNEMOUTH COMM RD (FREEHOLDCO) LIMITED | 14634987 |
0321 QST NEATH (FREEHOLDCO) LIMITED | 07853548 | BLACKBURN TOWNSMOOR RP (FREEHOLDCO) LIMITED | 14834655 |
0278 CARTERGATE NEWARK ON TRENT (FREEHOLDCO) | |||
| LIMITED | 07853470 | RUGBYALPHA (FREEHOLDCO) LIMITED | 11732700 |
2986 NORTHUMBLAND ST NEWCASTLE (FREEHOLDCO) | |||
| LIMITED | 09127286 | XCM (INVEST CO) LIMITED | 14492146 |
0091 (PROPCOSO) LIMITED | 08679118 | WIT INVEST (INVEST CO) LIMITED | 14492202 |
NOTES TO THE FINANCIAL STATEMENTS
FRASERS GROUP PLC
200
0078 TRELOGGAN RD NEWQUAY (FREEHOLDCO) LIMITED | 10089800 | WOODLANDSLOVE (INVEST CO) LIMITED | 14492147 |
0083 QST NEWTON ABBOTT (FREEHOLDCO) LIMITED | 06836666 | 0025 FORE ST REDRUTH CORNWALL (FREEHOLDCO) | 14845681 |
LIMITED | |||
| 0293 ABINGTON ST NORTHAMPTON (FREEHOLDCO) | 07852272 | 2019 DARLINGTON (FREEHOLDCO) LIMITED | 14845734 |
LIMITED | |||
1844 BARONS QUAY NORTHWICH (FREEHOLDCO) LIMITED | 05656295 | 3233 CHICHESTER EAST STREET (FREEHOLDCO) LIMITED | 14846358 |
2785 LISTERGATE NOTTINGHAM (FREEHOLDCO) LIMITED | 10100609 | 0167 COLNE BOUNDARY RP (FREEHOLDCO) LIMITED | 15089413 |
0309 HAREFIELD RD NUNEATON (FREEHOLDCO) LIMITED | 07852249 | 0523 EMIDS DESIGN OUTLET (FREEHOLDCO) LIMITED | 15089419 |
0306 CROSS ST OSWESTRY (FREEHOLDCO) LIMITED | 07852363 | 0002 PHAY EXETER RESI FREEHOLDCO LIMITED | 15089415 |
| 1796 ACADEMY OXFORD POLAND ST LONDON | 10046080 | COVENTG SHELTON ST (FREEHOLDCO) LIMITED | 14634874 |
(FREEHOLDCO) LIMITED | |||
0273 MARKET J ST PENZANCE (FREEHOLDCO) LIMITED | 07852297 | CHESTER NEWGATE EASTGATE (FREEHOLDCO) LIMITED | 14635087 |
0290 BROADCLOSE PETERLEE (FREEHOLDCO) LIMITED | 07852401 | LUTON MALL (FREEHOLDCO) LIMITED | 14570159 |
2190 ARMADA WAY PLYMOUTH (FREEHOLDCO) LIMITED | 09127387 | LUTON MALL 2 (FREEHOLDCO) LIMITED | 14570336 |
2190 NEW GEORGE ST PLYMOUTH (FREEHOLDCO) LIMITED | 09470468 | 0171 CROYDON TRAFWAY RP (FREEHOLDCO) LIMITED | 15774804 |
| 2782 COMMERCIAL RD PORTSMOUTH (FREEHOLDCO) | 12579294 | 0172 ST NIC ARCADE LANCASTER FREEHOLDCO LIMITED | 15784537 |
LIMITED | |||
0075 POPES ROAD BRIXTON (FREEHOLDCO) LIMITED | 11577256 | 0173 QWAY BLVD CRAWLEY FREEHOLDCO LIMITED | 15784534 |
| 0115 QNS SQUARE MIDDLESBROUGH (FREEHOLDCO) | 12332862 | THACKERAYS (INVESTCO) LIMITED | 15665963 |
LIMITED | |||
| 0141 CHURCH HALL STDO ACCRINGTON (FREEHOLDCO) | 13808701 | 0077 DONCASTER FRENCHGATE (FREEHOLDCO) LIMITED | 11578164 |
LIMITED | |||
1091 QST RAMSGATE (FREEHOLDCO) LIMITED | 07852250 | 0041 REDHILL SURREY (FREEHOLDCO) LIMITED | 15858660 |
3845 BROAD ST READING (FREEHOLDCO) LIMITED | 10422164 | 2024 P HAY EXETER OCC FREEHOLDCO LIMITED | 15863805 |
0353 H ST REDCAR (FREEHOLDCO) LIMITED | 02731452 | 9998 AFFINESTATES FREEHOLDCO LIMITED | 15868381 |
0185 ROLLE ST EXMOUTH (FREEHOLDCO) LIMITED | 07852669 | 3274 FREMLIN WALK SC MAIDSTONE (FREEHOLDCO) | 15891508 |
LIMITED | |||
1658 MARKET PL ROMFORD (FREEHOLDCO) LIMITED | 10071547 | 0174 QUEDGELEY RP (FREEHOLDCO) LIMITED | 15892579 |
| 0082 SOUTHAMPTON RD SALISBURY (FREEHOLDCO) | 10107572 | 2396 GORDAN MITCHELL GLASGOW (FREEHOLDCO) | 16048091 |
LIMITED | LIMITED | ||
0253 H ST SCUNTHORPE (FREEHOLDCO) LIMITED | 07852055 | 0186 ROSE ST RP INVERNESS (FREEHOLDCO) LIMITED | 16259556 |
3424 PARISHES SC SCUNTHORPE (FREEHOLDCO) LIMITED | 11730442 | 1213 NORTH ST GUILDFORD (FREEHOLDCO) LIMITED | 16350836 |
1498 ABOVE BAR SOUTHAMPTON (FREEHOLDCO) LIMITED | 09665889 | 2171 TOWER WELLINGTON BALLYMENA (FREEHOLDCO) | 16406652 |
LIMITED | |||
0019 ABAR SOUTHAMPTON (FREEHOLDCO) LIMITED | 08512480 | 0143 HOLTON SOUTH GLAMORGAN (FREEHOLDCO) | 16409339 |
LIMITED | |||
0271 TRURO RD ST AUSTELL (FREEHOLDCO) LIMITED | 07852284 | HIGH BROMFINCH (FREEHOLDCO) LIMITED | 16419056 |
0317 K ST ST HELENS (FREEHOLDCO) LIMITED | 07852281 | 0180 WATERFRONT RP GREENOCK (FREEHOLDCO) LIMITED 16445067 | |
0430 GAOLGATE STAFFORD (FREEHOLDCO) LIMITED | 08568681 | 1279 KST CASTLE DOUGLAS (FREEHOLDCO) LIMITED | 16479190 |
1987 RIVERSIDE RP STAFFORD (FREEHOLDCO) LIMITED | 08972499 | 0021 GEORGE ST STRANRAER (FREEHOLDCO) LIMITED | 16479220 |
0032 NORTH END FULHAM (FREEHOLDCO) LIMITED | 07852037 | 0393 H STREET ELTHAM (FREEHOLDCO) LIMITED | 16372482 |
0361 SILVER ST GAINSBOROUGH (FREEHOLDCO) LIMITED | 06338907 | 0351 ANCHOR RP BURNLEY (FREEHOLDCO) LIMITED | 16119926 |
| 0282 LOW BUCKHOLMSIDE GALASHIELS (FREEHOLDCO) | 07852091 | 0601 BROAD ST TEDDINGTON (FREEHOLDCO) LIMITED | 16243430 |
LIMITED | |||
1626 ARGYLE ST GLASGOW (FREEHOLDCO) LIMITED | 11227937 | 0001 P HAY EXETER HEADL (FREEHOLDCO) LIMITED | 11775597 |
2025 ARGYLE GLASGOW (FREEHOLDCO) LIMITED | 11531596 | 1078 SHOREDITCH HS LDN (FREEHOLDCO) LIMITED | 16896348 |
0797 INGRAM ST GLASGOW (FREEHOLDCO) LIMITED | 09925519 | 2341 CLARENCE ST KINGSTON UT (FREEHOLDCO) LIMITED | 12298708 |
| 0285 NORTHGATE ST GLOUCESTER (FREEHOLDCO) | 07852067 | 0021 NEW CTHDRL MCR (FREEHOLDCO) LIMITED | 17030161 |
LIMITED | |||
2214 K ST GREAT YARMOUTH (FREEHOLDCO) LIMITED | 11732687 | 3294 BEXLEYHEATH EASTSIDE QTR (FREEHOLDCO) LIMITED | 17060393 |
0915 PROW HANLEY (FREEHOLDCO) LIMITED | 11228017 | 1428 CORPSTREET BHAM (FREEHOLDCO) LIMITED | 16637938 |
| 0429 WELLINGTON PLACE HASTINGS (FREEHOLDCO) | 08625893 | 1978 BRAEHEAD RPSC (FREEHOLDCO) LIMITED | 16647383 |
LIMITED | |||
2180 COMM ST HEREFORD (FREEHOLDCO) LIMITED | 09888642 | 2123 HIGH PORTISHEAD BRISTOL (FREEHOLDCO) LIMITED | 16676196 |
HOH (INVEST CO) LIMITED | 10161592 | 3233 MARKET P WOKINGHAM (FREEHOLDCO) LIMITED | 16676163 |
0373 H ST HOUNSLOW (FREEHOLDCO) LIMITED | 10086218 | 8486 HIGH GOSPORT (FREEHOLDCO) LIMITED | 16676187 |
1569 FERENSWAY HULL (FREEHOLDCO) LIMITED | 09638564 | 0024 TFS MART MINEHEAD (FREEHOLDCO) LIMITED | 16676166 |
3242 BUTTERMARKET IPSWICH (FREEHOLDCO) LIMITED | 09788411 | 0711 MIDLAND RD BEDFORD (FREEHOLDCO) LIMITED | 16729426 |
2123 TAVERN ST IPSWICH (FREEHOLDCO) LIMITED | 12578948 | FGFS HOLDCO LIMITED | 16113839 |
1587 STRAND SC ISLEMAN (FREEHOLDCO) LIMITED | 09901745 | 0522 YORK DROC (FREEHOLDCO) LIMITED | 16848439 |
1122 NORTH LYNN IE NORFOLK (FREEHOLDCO) LIMITED | 10073076 | 68UK (INVESTCO) LIMITED | 16107405 |
2788 CAVENDISH RP KEIGHLEY (FREEHOLDCO) LIMITED | 06260239 | 0330 PORTLAND ST KILMARNOCK (FREEHOLDCO) LIMITED | 07853433 |
0377 SANDES AV KENDAL (FREEHOLDCO) LIMITED | 06338918 | KARRIMOR IP LIMITED | 16329531 |
0152 KENTISH TOWN ROAD LDN (FREEHOLDCO) LIMITED | 09901702 | LONSDALE IP LIMITED | 16329530 |
FRASERS GROUP PLC
COMPANY BALANCE SHEET
Company number: 06035106
at 26 April 2026
As at |
As at |
||
Note |
26 April 2026 |
27 April 2025 |
|
(£’m) |
(£’m) |
||
FIXED ASSETS |
|||
Investments |
2 |
2,397.2 |
2,145.8 |
CURRENT ASSETS |
|||
Debtors: amounts falling due within one year |
4 |
480.0 |
635.6 |
Cash at bank and in hand |
135.1 |
37.6 |
|
615.1 |
673.2 |
||
Creditors: amounts falling due within one year |
5 |
(1,903.8) |
(1,851.3) |
NET CURRENT LIABILITIES |
(1,288.7) |
(1,178.1) |
|
NET ASSETS |
1,108.5 |
967.7 |
|
CAPITAL AND RESERVES |
|||
Called up share capital |
7 |
64.1 |
64.1 |
Share premium |
874.3 |
874.3 |
|
Treasury share reserve |
(788.7) |
(770.6) |
|
Permanent contribution to capital |
0.1 |
0.1 |
|
Capital redemption reserve |
8.0 |
8.0 |
|
Own share reserve |
(66.8) |
(66.8) |
|
Share based payment reserve |
47.8 |
31.2 |
|
Profit and Loss account |
969.7 |
827.4 |
|
SHAREHOLDERS' FUNDS |
1,108.5 |
967.7 |
Frasers Group plc reported a profit after taxation for the 52 weeks ended 26 April 2026 of £92.8m (FY25: a loss of
£51.5m).
The accompanying accounting policies and notes form part of these Financial Statements.
The Financial Statements were approved by the Board on 15 July 2026 and were signed on its behalf by:
Chris Wootton
Chris Wootton
Chief Financial Officer
th
15
July 2026
FRASERS GROUP PLC
COMPANY BALANCE SHEET
201
COMPANY STATEMENT OF
CHANGES IN EQUITY
For the 52 weeks ended 26 April 2026
Called |
Share |
Treasury |
Permanent |
Capital |
Own |
Share based |
Profit |
||
up share |
premium |
share |
contribution |
redemption |
share |
payment |
& loss |
||
capital |
account |
reserve |
to capital |
reserve |
reserve |
reserve |
account |
Total |
|
(£’m) |
(£’m) |
(£’m) |
(£’m) |
(£’m) |
(£’m) |
(£’m) |
(£’m) |
(£’m) |
|
As at 28 April 2024 |
64.1 |
874.3 |
(770.6) |
0.1 |
8.0 |
(66.8) |
22.0 |
1,028.5 |
1,159.6 |
Loss for the financial period |
- |
- |
- |
- |
- |
- |
- |
(51.5) |
(51.5) |
Fair value adjustment in respect |
|||||||||
of long-term financial assets - |
- |
- |
- |
- |
- |
- |
- |
(149.6) |
(149.6) |
recognised |
|||||||||
Share based payments |
- |
- |
- |
- |
- |
- |
9.2 |
- |
9.2 |
As at 27 April 2025 |
64.1 |
874.3 |
(770.6) |
0.1 |
8.0 |
(66.8) |
31.2 |
827.4 |
967.7 |
Profit for the financial period |
- |
- |
- |
- |
- |
- |
- |
92.8 |
92.8 |
Fair value adjustment in respect |
|||||||||
of long-term financial assets - |
- |
- |
- |
- |
- |
- |
- |
49.5 |
49.5 |
recognised |
|||||||||
Share based payments |
- |
- |
- |
- |
- |
- |
16.6 |
- |
16.6 |
Share repurchase |
- |
- |
(18.1) |
- |
- |
- |
- |
- |
(18.1) |
As at 26 April 2026 |
64.1 |
874.3 |
(788.7) |
0.1 |
8.0 |
(66.8) |
47.8 |
969.7 |
1,108.5 |
The share premium account is used to record the excess proceeds over nominal value on the issue of shares.
The permanent contribution to capital relates to a cash payment of £50,000 to the Company on 8 February
2007 under a deed of capital contribution. The capital redemption reserve arose on the redemption of the
Company’s redeemable preference shares of 10p each at par on 2 March 2007. The own shares and treasury
reserves represent the cost of shares in Frasers Group plc purchased in the market and held by Frasers Group
plc Employee Benefit Trust to satisfy options under the Group’s Share Scheme. For further information see note
COMPANY STATEMENT OF CHANGES IN EQUITY
FRASERS GROUP PLC
202
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
203
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
For the 52 weeks ended 26 April 2026
1. ACCOUNTING POLICIES
Accounting Policies
Frasers Group plc (the “Company”) (Company number:
06035106) is a public company incorporated and domiciled
in the United Kingdom, its shares are listed on the London
Stock Exchange. The registered office is Unit A, Brook Park
East, Shirebrook, NG20 8RY.
These financial statements have been prepared in
compliance with FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”
(“FRS 102”) and the requirements of the Companies Act
2006.
The financial statements are prepared in sterling, which
is the functional currency of the Company. Monetary
amounts in these financial statements are rounded to the
nearest £0.1m.
These accounts have been prepared in accordance with
applicable United Kingdom accounting standards. A
summary of the material accounting policies adopted are
described below.
Basis Of Accounting
The accounts have been prepared under the historical cost
basis except for the modification to a fair value basis for
certain financial instruments as specified in the accounting
policies below.
As permitted by Section 408 of the Companies Act 2006,
a profit and loss account of the Company is not presented.
The Company’s profit after taxation for the 52-week period
ended 26 April 2026 was £92.8m (FY25: loss after tax of
£51.5m).
As permitted by FRS 102 the Company has taken advantage
of the disclosure exemptions available under that standard
in relation to financial instruments, presentation of a cash
flow statement, share-based payments, the aggregate
remuneration of key management personnel and related
party transactions with other wholly-owned members of
the Group. Where required, equivalent disclosures are
given in the Group accounts of Frasers Group plc.
Principal Activity
The principal activity of Frasers Group plc is that of an
investment holding company.
Investments
Fixed asset investments in subsidiaries are accounted for at
cost less provision for impairment. In the Group accounts
associates are accounted for under the equity method by
which the Group’s investment is initially recorded at cost
and subsequently adjusted to reflect the Group’s share of
the net assets of the associate. An assessment is made at
each reporting date of whether there are indications that
the Company’s investment in subsidiaries or associates
may be impaired or that an impairment loss previously
recognised has fully or partially reversed. If such indications
exist, the Company estimates the recoverable amount of
the asset. Shortfalls between the carrying value of the
investment and their recoverable amounts, being the
higher of fair value less costs to sell and value-in-use, are
recognised as impairment losses. Impairment losses are
recognised in profit or loss.
The Company has followed the requirements of IFRS 9
for listed investments, as permitted by FRS 102 Section 12.
The Company has made the irrevocable election available
under IFRS 9 to account for the investments at fair value
through other comprehensive income (FVOCI).
These investments are not subject to impairment and gains
and losses are not recycled to the profit and loss account
on the disposal of listed investments. Dividend income is
recognised in the profit and loss account.
This treatment does not apply to investments in the
Company’s subsidiaries and associates where movements
are recognised in the profit and loss account and
investments are subject to impairment.
Associates
An entity is treated as an associated undertaking where
the Company exercises significant influence in that it has
the power to participate in the operating and financial
policy decisions.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
204
Investments in associates are stated at cost less
accumulated impairment losses. The carrying value is
reviewed for impairment where indicators of impairment
exist.
Financial Assets
Financial assets, other than investments and derivatives,
are initially measured at transaction price (including
transaction costs) and subsequently held at cost, less any
impairment. Provision for impairment is established when
there is objective evidence that the Company will not be
able to collect amounts due according to the original
terms of the receivable. The Company applies a consistent
accounting policy as the Group in terms of impairment
of financial assets and the recognition of expected credit
losses.
Financial Liabilities
Financial liabilities are classified according to the
substance of the financial instrument’s contractual
obligations, rather than the financial instrument’s
legal form. Financial liabilities are initially measured
at transaction price (after deducting transaction costs)
and subsequently held at amortised cost.
Employee Benefit Trust
An Employee Benefit Trust has been established for the
purposes of satisfying certain share based awards. The
Group has ‘de facto’ control over the special purpose
entity.
The cost of shares acquired by the Frasers Group plc
Employee Benefit Trust is recognised within ‘Own share
reserve’ in equity.
Deferred Taxation
Deferred tax is provided for on a full provision basis on
all timing differences, which have arisen but not reversed
at the balance sheet date. A deferred tax asset is not
recognised to the extent that the transfer of economic
benefit in the future is more unlikely than not.
Deferred tax is calculated on a non-discounted basis at
the tax rates that are expected to apply in the periods in
which timing differences reverse, based on tax rates and
laws enacted or substantively enacted at the balance
sheet date.
Foreign Currencies
Transactions in foreign currencies are initially recorded
in the Company’s functional currency by applying the
spot exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are retranslated at the rate of exchange ruling
at the balance sheet date. All differences are taken to the
profit and loss account. Non-monetary items that are
measured in terms of historical cost in a foreign currency
are not retranslated.
Dividends
Dividends on the Company’s ordinary shares are recognised
as a liability in the Company’s Financial Statements,
and as a deduction from equity, in the period in which
the dividends are declared. Where such final dividends
are proposed subject to the approval of the Company’s
shareholders, the final dividends are only declared once
shareholder approval has been obtained.
Equity Instruments
An equity instrument is any contract that evidences
a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments issued
by the Company, with the exception of those accounted
for via merger relief available under Section 612 of the
Companies Act 2006, are recorded at the proceeds
received, net of any direct issue costs.
Income From Group Undertakings
Income from Group undertakings is recognised when
qualifying consideration is received from the Group
undertaking.
Related Party Transactions
The Company has taken advantage of the exemption
contained in FRS 102 and has therefore not disclosed
transactions or balances with wholly-owned subsidiaries
which form part of the Group. See note 35 of the Group
Financial Statements for further details of related party
transactions.
Share-Based Payments
The Company issues from time to time equity-settled
share-based payments to certain Directors and
employees of the Company and its subsidiaries. These
are measured at fair value at the date of grant, which is
expensed to profit and loss on a straight-line basis over
the vesting period, with the corresponding credit going
to equity. Where the payments are issued to employees
of a subsidiary, this is treated as a capital contribution
with the debit instead increasing the Company’s
investment in the relevant subsidiary.
Non-market vesting conditions are not taken into
account in determining grant date fair value. Instead,
they are taken into account by adjusting the number of
equity instruments to vest. At the end of each reporting
period the Company revises its estimates of the number
of options that are expected to vest based on the non
market vesting and service conditions. Any revisions, if
any, are recognised in profit and loss with an adjustment
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
205
to equity.
Fair value is calculated using an adjusted form of the
Black-Scholes model which includes a Monte Carlo
simulation model that takes into account the exercise
price, the term of the option, the impact of dilution (where
material), the share price at grant date and the expected
price volatility of the underlying share, the expected
dividend yield, and the risk-free interest rate for the term
of the scheme. The expected staff numbers used in the
model has been adjusted, based on management’s best
estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations.
For cash-settled share-based payment transactions,
the Company measures the services received and the
liability incurred at the fair value of the liability. Until
the liability is settled, the Company remeasures the
fair value of the liability at the end of each reporting
period and at the date of settlement, with any changes
in fair value recognised in the Income Statement for
the period.
The credit for the share based payment charge does not
equal the charge per the profit and loss as it excludes
amounts recognised in the balance sheet in relation
to the expected national insurance contributions for
the shares.
Critical Accounting Estimates
and Judgements
In the application of the Company’s accounting policies,
the directors are required to make judgements, estimates
and assumptions about the carrying amount of assets
and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are
based on historical experience and other factors that are
considered to be relevant. Actual results may differ from
these estimates.
The judgements, estimates and assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised,
if the revision affects only that period, or in the period of
the revision and future periods.
The judgements, estimates and assumption which have
a significant risk of causing a material adjustment to the
carrying amount of assets and liabilities are outlined below.
Critical Accounting Judgements
Control and Significant Influence Over Certain Entities
The Company holds greater than 20% of the voting
rights of Mulberry Group plc, ASOS plc, AO World plc,
Marks Electrical Group Plc and Boohoo Group plc. The
Company exercises the same judgements as per note 2
of the Group financial statements on assessing whether
it has control and significant influence over associates
and joint ventures.
Critical Accounting Estimates
Impairment of Investments and Amounts Owed by
Group Undertakings
At each period end management assess the future
performance of entities with which the Company
holds an investment in, or a debtor from, to ascertain
whether there is objective evidence of impairment
of these balances. The recoverable amount is
determined based on management’s assessment of
the counterparty’s ability to repay the intercompany
debt/balance or deliver returns which support the
investment’s carrying value. This assessment is
based on a variety of qualitative and quantitative
factors, including assessment of underlying net assets,
expected dividend receipts, management’s knowledge
of commercial decisions affecting the entity and any
other factors relevant to impairment. As at the period
end the directors have reviewed the carrying value
of the Company’s investments and have made net
impairments of £69.2m (FY25: £39.9m) as disclosed in
note 2 of the Company financial statements. As at the
period end the Directors have reviewed the carrying
value of the amounts owed by Group undertakings and
have made a net impairment of £3.1m (FY25: net reversal
£11.7m).
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
206
2. INVESTMENTS
Investments
in
subsidiaries
Investments
in
associates
Long-term
financial
assets
Total
(£'m)
(£'m)
(£'m)
(£'m)
As at 28 April 2024
1,218.8
-
493.7
1,712.5
Additions
9.2
-
740.4
749.6
Disposals
-
-
(126.9)
(126.9)
Impairment
(39.9)
-
-
(39.9)
Amounts
recognised
through other
comprehensive
income
-
-
(149.6)
(149.6)
Exchange
differences
-
-
0.1
0.1
As at 27 April 2025
1,188.1
-
957.7
2,145.8
Additions
59.4
141.9
235.0
436.3
Reclassifications
25.8
569.2
(595.0)
-
Disposals
-
(4.4)
(141.7)
(146.1)
Dividends
-
(19.1)
-
(19.1)
Impairment
(69.2)
-
-
(69.2)
Amounts
recognised
through other
comprehensive
income
-
-
49.5
49.5
As at 26 April 2026
1,204.1
687.6
505.5
2,397.2
The fair value of the long-term financial assets is based
on bid quoted market prices at the balance sheet date or,
where market prices are not available, at management’s
best estimate.
Long-term financial assets include various holdings across
the strategic investments portfolio, for further details refer
to note 19 of the Group Financial Statements.
For further disclosures in relation to investments in
associates and long-term financial assets see note 19, 20
and 25 of the Group Financial Statements.
The Directors assess the value of the investments in
subsidiaries at each period end for indicators of impairment.
In the period there was a £69.2m (FY25: £39.9m) net
impairment loss recognised within the income statement
for companies where the recoverable amount was less
than the carrying value. The additions in the period relate
to the Fearless 1200 share scheme charge of £17.0m and
£42.4m relating to the acquisition of XXL, see note 31 and
33, respectively, of the Group Financial Statements.
The Company is the principal holding company of the Group.
The principal subsidiary undertakings of the Company are
set out in note 38 of the Group’s financial statements.
The Group’s policies for financial risk management are set
out in note 3 and note 25 of the Group Financial Statements.
3. FINANCIAL INSTRUMENTS
Financial Assets and Liabilities by Category
The fair value hierarchy of financial assets and liabilities,
which are principally denominated in Sterling or US Dollars,
were as follows:
26 April 2026
27 April 2025
(£’m)
(£’m)
FINANCIAL ASSETS
Amortised cost:
Trade and other receivables*
474.5
635.4
FVOCI:
Long Term Financial Assets (Equity
Instruments)
505.5
957.7
980.0
1,593.1
FINANCIAL LIABILITIES
Amortised cost:
Trade and other payables**
1,498.6
1,570.6
Derivative financial Liabilities (FV):
Derivative and other financial liabilities
350.4
280.7
1,849.0
1,851.3
*
Prepayments of £5.5m (FY25: £0.2m) are not included as a financial asset.
** Corporation tax liabilities of £54.8m (FY25: £nil) are not included as a financial liability
4. DEBTORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR
At 26 April
2026
At 27 April
2025
(£’m)
(£’m)
Amounts owed by Group undertakings
101.2
108.6
Other debtors
373.3
526.8
Prepayments
5.5
0.2
480.0
635.6
Other debtors includes £356.2m (FY25: £522.7m) of deposits
in respect of derivative financial instruments which are
collateral to cover margin requirements for derivative
transactions held with counterparties. The collateral
requirement changes with the market (which is dependent
on share price and volatility) and further purchases / sales
of underlying investments held.
Further information on derivative financial assets can be
found in the Group consolidated accounts in the financial
instruments note 25 and the financial risk management
disclosure note 3.
Amounts owed by group undertakings are unsecured and
repayable on demand other than £73.9m (FY25: £73.9m)
which is secured against a subsidiary’s assets. The Directors
consider it unlikely that repayment of any of the amounts
owed by group undertakings will arise in the short term
as they are used to meet the capital requirements of the
borrower.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FRASERS GROUP PLC
207
5. CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR
At 26 April
2026
At 27 April
2025
(£’m)
(£’m)
Trade creditors
1.6
0.3
Amounts owed to Group undertakings
1,492.1
1,569.4
Derivatives and other financial liabilities
350.4
280.7
Corporation tax
54.8
-
Other creditors
4.9
0.9
1,903.8
1,851.3
The amount owed to Group undertakings mainly relates to
an unsecured interest free loan with Frasers Group Trading
Limited which is repayable on demand.
Further information on derivative financial liabilities can be
found in the Group consolidated accounts in the financial
instruments note 25 and the financial risk management
disclosure note 3.
6. DEFERRED TAX
Other temporary
differences
(£’m)
At 28 April 2024
10.5
Credited to the profit and loss account
(10.5)
At 27 April 2025 and 26 April 2026
-
The tax rate used to measure the deferred tax assets and
liabilities was 25% (FY25: 25%) on the basis that these
were the tax rates that were substantively enacted at the
balance sheet date for the periods when the assets and
liabilities are expected to reverse.
7. CALLED UP SHARE CAPITAL
At 26 April
2026
At 27 April
2025
(£’m)
(£’m)
Authorised
999,500,010 ordinary shares of 10p each
100.0
100.0
499,990 redeemable preference shares of
10p each
-
-
Called up and fully paid
640,602,369 (FY25: 640,602,369) ordinary
share of 10p each
64.1
64.1
Share capital
64.1
64.1
The company holds 192,539,871 ordinary shares in
treasury as at the period end date (FY25: 190,286,334).
8. POST BALANCE SHEET EVENTS
Post balance sheet events impacting the Company
are disclosed within note 37 in the Group Financial
Statements.
9. PAYROLL COSTS
Frasers Group plc had no direct employees during the
periods ended 26 April 2026 and 27 April 2025, and
the Directors are remunerated through Frasers Group
Trading Limited. Details of the Directors’ remuneration
can be found in the Directors’ Remuneration Report.
10. RELATED PARTY TRANSACTIONS
Related party transactions with the Company are disclosed
within note 35 in the Group Financial Statements.
In addition to the transactions disclosed within the Group
Financial statements, Frasers Group plc holds an outstanding
loan receivable balance of £17.0m with Tymit Limited (gross
of amounts recognised in respect of loss allowance, £0.0m
net of amounts recognised in respect of loss allowance).
Frasers Group plc owns 69.41% of Tymit Limited.
COMPANY DIRECTORY
FRASERS GROUP PLC
208
COMPANY DIRECTORY
REGISTRAR AND TRANSFER OFFICE
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Telephone: 0370 707 4030
COMPANY SECRETARY AND REGISTERED
OFFICE
Frasers Group Plc
Unit A, Brook Park East
Shirebrook
NG20 8RY
Telephone: 0344 245 9200
Frasers Group Plc is registered in England and Wales
(No. 06035106)
SOLICITORS
Reynolds Porter Chamberlain LLP
Tower Bridge House
St Katharine’s Way
London
E1W 1AA
Dentons UK and Middle East LLP
One Fleet Place
London
EC4M 7WS
Winston Taylor
5 New Street Square
London
EC4A 3TW
BROKERS
Barclays Bank PLC,
acting through its Investment Bank
1 Churchill Place
London
E14 5HP
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
PRINCIPAL BANKERS
Barclays Bank plc
5 The North Colonnade Canary Wharf
London
E14 4BB
HSBC Bank plc
8 Canada Square London
E14 5HQ
AUDITORS
RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
SHAREHOLDER INFORMATION
FRASERS GROUP PLC
209
SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
The date and time of the Annual General Meeting
is to be announced in a separate notice. Each
shareholder is entitled to attend and vote at the
meeting, the arrangements for which are described in
a separate notice.
RESULTS
For the year to 25 April 2027:
•
Half year results announced: December 2026 (tbc)
•
Preliminary announcement of full year results:
July 2027 (tbc)
•
Annual Report circulated: August 2027 (tbc)
SHAREHOLDER HELPLINE
The Frasers Group shareholder register is maintained
by Computershare who are responsible for making
dividend payments and updating the register, including
details of changes to shareholders’ addresses. If you
have a query about your shareholding in Frasers Group
plc, you should contact Computershare’s Frasers Group
Shareholder Helpline on: 0370 707 4030. Calls are
charged at standard geographic rates, although network
charges may vary.
Address:
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ
Website:
www.computershare.com
WEBSITE
The Group website at www.frasers.group provides news
and details of the Company’s activities plus information
for shareholders and contains real time share price data
as well as the latest results and announcements.
UNSOLICITED MAIL
The Company is obliged by law to make its share
register publicly available and as a consequence some
shareholders may receive unsolicited mail, including
from unauthorised investment firms.
For more information on unauthorised investment firms
targeting UK investors, visit the website of the Financial
Conduct Authority at www.fca.org.uk
If you wish to limit the amount of unsolicited mail you
receive contact:
Mailing Preference Service
DMA House
70 Margaret Street
London
W1W 8SS
Telephone:
020 7291 3310
Email:
mps@dma.org.uk
or register online at www.mpsonline.org.uk
Frasers Group Plc
Unit A, Brook Park East, Shirebrook, NG20 8RY
0344 245 9200
www.frasers.group