HALFORDS GROUP PLC
Annual Report and Accounts
for the period ended 29 March 2024
LEVERAGING
OUR UNIQUE,
DIGITAL AND
DATA-ENABLED
OMNICHANNEL
PLATFORM
Welcome to our
2024 Annual Report
Halfords is the UK’s
leading provider of
motoring and cycling
products and services.
Halfords has a clear strategy that
we are delivering . . .
. . . evolving into a consumer and B2B services focussed business, with a greater
emphasis on motoring generating higher and more sustainable financial returns.
For the first time ever, more than half of the Group’s revenue now come from services.
Our unique market position means we can offer customers products and services
for all their motoring and cycling needs under the Halfords brand.
Our Integrated Report
This is our tenth integrated report and is designed to provide a concise overview of
how we generate value for all stakeholders. By following an integrated reporting model,
we aim to show how our competitive advantage is sustainable in the short-, medium-,
and long-term. Whilst this report focusses on value generation for our shareholders,
it also demonstrates how we interact with all stakeholders.
Online Annual Report
Read our Annual Report online,
including a link to the full
Remuneration Policy:
halfords.annualreport2024.com
Corporate Website
Catch up with our latest news and
learn more about Halfords on our
corporate website:
www.halfordscompany.com
Capital Markets Day
See the latest investor presentation
on our corporate website:
www.halfordscompany.com
GROUP OVERVIEW
Group Highlights
01
Our Year in Review
01
Our Purpose-Led Framework
02
Our Attractive Investment Case
04
Our Journey
06
Chair’s Statement
08
Group at a Glance
10
Unique
12
Digital and Data-Enabled
16
Future
20
STRATEGIC REPORT
Our Business Today
26
Chief Executive Officer’s Statement
28
Our Marketplace
34
Business Model
38
Our Engagement with Stakeholders
40
Section 172(1) Statement
42
Our Key Performance Indicators
45
Our Strategy
48
Our ESG Strategy
54
TCFD
69
Chief Financial Officer’s Statement
76
Risk Management
81
Principal Risks
82
Going Concern and Viability Statement
90
OUR GOVERNANCE
Governance at a Glance
94
Board of Directors
98
Executive Team
100
Corporate Governance Report
102
Nomination Committee Report
120
ESG Committee Report
124
Audit Committee Report
126
Remuneration Committee Report
132
Directors’ Report
150
Directors’ Responsibilities
155
FINANCIAL STATEMENTS
Independent Auditor’s Report
158
Consolidated Income Statement
168
Consolidated Statement of
Comprehensive Income
169
Consolidated Statement of
Financial Position
170
Consolidated Statement of Changes in
Shareholders’ Equity
171
Consolidated Statement of Cash Flows
172
Notes to Consolidated Statement of
Cash Flows
173
Accounting Policies
174
Notes to the Financial Statements
186
Company Balance Sheet
214
Company Statement of Changes in
Shareholders’ Equity
215
Accounting Policies
216
Notes to the Financial Statements
217
SHAREHOLDER INFORMATION
Five-year Record
224
Glossary of Alternative Performance
Measures
225
Company Information
226
Group Highlights
Our year in review
Financial
Strategic
Revenue
Underlying profit before tax
In April 2023, we held a Capital Markets Day (“CMD”) for analysts
and investors, in which we demonstrated the unique, digital and
data-enabled omnichannel platform that has been developed in
the previous five years. We then explained how we will leverage this
platform to deliver on significant mid- and long-term opportunities.
The CMD presentation is available on our corporate website,
www.halfordscompany.com
51%
of the Group’s revenue now comes
from Services.
Read more on page 26
+7.9%
-7.9%
FY24
FY23
FY22
FY21
FY20
£1,142.2m
£1,292.3m
£1,382.4m
£1,572.7m
£1,696.5m
£56.9m
£99.5m
£89.8m
£46.8m
£43.1m
FY24
FY23
FY22
FY21
FY20
Operational
Operational
Halfords Motoring
Club members
Group NPS
The success of the Halfords Motoring Club continued in FY24, with
over 3.4 million members now signed up, well ahead of our target.
The benefits of the Halfords Motoring Club are clearly resonating
with customers looking for value in a cost of living crisis. The Halfords
Motoring Club is a core element of our mid- to long-term strategic plan,
with vehicle and vehicle health data central to our Lifetime strategy.
Our goal is to drive stronger data analytics, predictive modelling,
monetisation, and even more profitable utilisation, alongside a highly
personalised customer experience.
18.3m
vehicle registration numbers in CRM
(customer records), representing
approximately half of the UK car parc.
Read more on page 38
Doubled
+0.7 pts
1.7m
3.4m
FY24
FY23
FY22
FY21
FY20
60.1
62.3
68.4
64.8
65.5
FY24
FY23
FY22
FY21
FY20
Scores from FY23 onwards on new basis.
Further details on page 47.
Sustainability
Sustainability
Scope 1 and 2 carbon
emissions (tonnes)
(% vs FY20 baseline)
Reduction in Consumer-
facing virgin plastic
(vs FY20 baseline)
The Group is making good progress on its carbon emissions targets.
Scope 1 and Scope 2 emissions increased during the period, primarily due
to growth of the business, but were 24% lower than the FY20 baseline.
Significant progress was made in calculating accurate Scope 3 emissions,
providing the Group with a strong basis for its Net Zero roadmap.
The Bike Xchange programme continued to grow in FY24, with
c. 16,000 second-hand bikes returned to our stores and, once
refurbished, either resold or gifted to charities for onward distribution to
communities in Africa.
49%
reduction in Scope 1 and 2 carbon emissions
versus FY20 baseline
(on a tCO2e per £1m of revenue basis).
Read more on page 54
-24%
-41%
31,799
20,888
22,328
24,233
FY24
FY23
FY22
FY21
FY20
17.0%
37.5%
41.0%
FY24
FY23
FY22
halfords.annualreport2024.com
01
GROUP
OVERVIEW
The successful delivery of our strategy is critical to the delivery of the Group’s
purpose and is underpinned by the values and behaviours that shape our culture
and the way that we conduct our business.
Read more on page 48
OUR
PURPOSE
To INSPIRE
and SUPPORT a
LIFETIME of motoring
and cycling
OUR
VISION
The super-specialist in motoring and
cycling, trusted by the nation
OUR
MISSION
To make motoring easier, safer and more enjoyable
for everyone and to get people cycling, more frequently
Our Culture
Our Values
Our approach to ESG
one halfords
family
wow our
customers
be better
every day
pride in
expertise
A team inspired and motivated to drive
towards delivering our Goals, Mission,
Vision and Purpose who live and breathe
our brand values and represent the very
best of what we offer as a business to
our customers.
Focussed on the areas where Halfords can
make a real difference and lead the industry
to a better, more sustainable future.
Read more on page 106
Read more on page 54
02
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR PURPOSE-LED
FRAMEWORK
GROUP
OVERVIEW
halfords.annualreport2024.com
03
The platform we have created and will leverage going forwards:
Since the launch of our ‘Inspire, Support, Lifetime’ strategy in 2018, we have worked
hard to maintain the strong heritage that Halfords has built over the last 130 years,
whilst developing a business that is relevant today and in the future.
We have built a market-leading motoring and cycling business that possesses a unique combination of products and services,
delivered through an unrivalled breadth of channel convenience.
Read more on page 38
Resilient services and
commercial business
Resilient and recurring revenue
streams from services and commercial
propositions, driving higher, more
sustainable operating margins.
A trusted brand
A brand with good awareness,
consideration, and significant heritage.
Data driven
With access to data from almost
half of the UK’s ageing car parc and
a growing Halfords Motoring Club,
data is driving growth in revenue.
Market leading businesses
Well placed to capitalise on
attractive markets rebounding from
historic lows.
Differentiated
operating model
Unique combination of stores,
garages, vans and expert colleagues
offering an unrivalled breadth of offer,
channel mix, and convenience.
Read more on page 26
WELL
INVESTED
PLATFORM TO
LEVERAGE
The major investment has been made.
Halfords is now the UK’s largest
motoring and cycling
services business. Significant
digital and data
capability.
04
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR ATTRACTIVE
INVESTMENT CASE
Over the Short-, Mid- and Long-Term
Opportunities over the mid- and long-term
The UK’s one-stop shop
for motoring ownership
Giving customers the ability to access
all motoring products and services
they need from one provider.
Avayler, a growing
SaaS business
A growing Software as a Service
(“SaaS”) business attracting compelling
revenue-based valuation multiples.
A unique local motoring
and cycling offer
Through Project Fusion, we have
learnt the value of town-based
shopping for both our customers and
our business.
The UK’s servicing
destination for electric
transport
Ambition to build a market-
leading position.
Read about our Capital Markets Day at:
www.halfordscompany.com
WELL
INVESTED
PLATFORM TO
LEVERAGE
halfords.annualreport2024.com
05
GROUP
OVERVIEW
HALFORDS RETAIL
MOTORING, CYCLING AND LIFE’S JOURNEY
GARAGES AND AUTOCENTRES
Garages
and Aut
ocentres
2004
2010
2014
2016
Halfords
Expand service offer from
WeFit to full service
Halfords
Expand cycling offer, including more premium
bikes, repair services, online channels, and new
brands like Boardman and Tredz
20 years on the London Stock Exchange.
We have come a long way.
Through targeted acquisitions, continued development and launching our own SaaS business,
we are continuing to evolve, increasing our market share to become the largest provider of motoring
and cycling products and services in the UK.
2010
Autocentres
Acquisition of
Nationwide
Autocentres
and rebrand to
Halfords
2014
Boardman
Acquisition
of premium
bike brand
2016
Tredz
Acquisition of
premium cycling
business
“We are proud to mark 20 years on the
London Stock Exchange. Halfords has
changed enormously in this time to become
the UK’s largest provider of motoring and
cycling services and products.”
Graham Stapleton
Chief Executive Officer
06
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR
JOURNEY
Cy
cli
ng
Mobile vans
2018
2019
2020
2021
2022
2023
2024
Tyre centres
Halfords
Start to expand coverage of the
attractive tyre supply market
Halfords
Expanding data capture
Halfords
Bespoke software development ‘Avayler’
2019
Tyres on
the Drive
Entry into mobile
tyre fitting market
2019
McConechy’s
Entry into tyre
fitting market,
for consumers
and fleets
2022
Launched
Halfords
Motoring Club
2021
National
Acquisition
brings total
garage estate
to more
than 600
2022
Acquisition of
Lodge makes
Halfords the
UK’s largest
commercial tyre
provider
2022
Fusion
concept
A unique,
omnichannel,
town-based
experience for
customers
2023
Avayler
Sale of 5%
stake to
Bridgestone
halfords.annualreport2024.com
07
GROUP
OVERVIEW
I ended my FY23 statement with reference to
our Capital Markets Day in April 2023, where
the Management team presented an updated
strategy for the medium- and long-term
future of the Halfords group. Whilst the
strategy and our ambitions remain on
track, market conditions in FY24 have been
worse than we anticipated. Persistently high
consumer inflation and elevated interest rates
have resulted in low consumer confidence
and weak demand for discretionary products,
whilst significant cost inflation continued to
adversely impact the Group.
In the face of challenging market conditions,
the business has focussed on the areas it can
control, adapting well to short-term trading
volatility and continuing to make strong
progress operationally and strategically.
Better utilisation of labour and the expansion
of dynamic pricing is helping to drive more
profitable growth in our Autocentres business,
whilst ongoing investment in range and
product innovation have strengthened our
Retail business. Our Halfords Motoring Club
has proven to be very popular with customers,
with more than 3.4 million members now
signed-up. Our Fusion towns – Colchester
and Halifax – have seen impressive financial
results, giving us the confidence to invest
further in this initiative. And finally, our B2B
businesses continue to grow very strongly,
with Commercial Fleet Services a key highlight
as it leveraged its national scale to win several
large contracts. The business also continued
to reduce the cost base, with over £35m of
cost removed in FY24. I am confident that
the significant progress made this year gives
Halfords an even stronger platform for when
markets finally recover.
Challenging markets meant that FY24 was a
difficult year for the Group, but I am confident
that we are making the right decisions
to drive profit and cash generation in the
short-term and strengthen the business for
the long-term.
Keith Williams
Chair
Read more on page 48
Building a strong
platform for
profitable growth
08
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CHAIR’S
STATEMENT
Colleagues
Our colleagues remain at the heart of our
business, and it is their skill and passion
that makes Halfords the first choice for our
customers. The Group now employs over
12,000 colleagues in stores, garages, and
our mobile van fleet, supported by dedicated
central support teams, distribution centres
and field colleagues. They have adapted
quickly to changing market conditions
and I would like to thank them all for their
significant contribution in FY24.
Board and Leadership
After nine years as a Non-Executive Director
and three years as the Senior Independent
Director, Helen Jones retired from the Board
in September 2023. I wish to express my
sincere thanks to Helen for her significant
contributions and service to the Group
since 2014.
Tanvi Gokhale was appointed to the Board
in June 2023 as a Non-Executive Director
and succeeded Helen as Chair of the ESG
Committee and Employee Voice Director.
Tanvi brings significant experience to the
Group, and I am sure that she will contribute
greatly to the ongoing success of Halfords.
Dividend
At our Capital Markets Day in April 2023,
the Group gave clear guidance on its capital
allocation priorities, including its dividend
policy, which is to target dividend cover in
the range of 1.5x to 2.5x of Underlying Profit
After Tax. In line with our dividend policy
and reflecting the profit delivered in the
year, the Board proposes a final dividend of
5.0 pence per share, bringing the full year
dividend to 8.0 pence per share. This is a
reduction of 20% on the prior year, reflecting
the reduction in earnings and the Board’s
commitment to the Group’s dividend policy
and the continued maintenance of a strong
balance sheet. The Board remains confident
in the Group’s strategy and mid-term plans
and looks forward to increasing the dividend
once profit growth returns.
Looking ahead
A recovery in the Group’s core markets
in FY25 is far from certain, as consumers
continue to be impacted by a significant
increase in their cost of living. The
Management team is planning for another
year of subdued demand, whilst taking action
on areas under their control. This includes a
continued focus on cost reduction, further
growing profitability in Autocentres, and
investing in opportunities with good returns.
I am confident that we are taking the right
decisions for FY25 and beyond.
Keith Williams
Chair
17 July 2024
Underlying Profit Before Tax
(Continuing Operations)
£43.1m
Dividend Per Share
(Full-Year)
8.00p
halfords.annualreport2024.com
09
GROUP
OVERVIEW
387
Stores
639
Garages
768
Mobile Vans
385 Halfords Retail and
2 Performance Cycling
stores offering a wide
range of motoring and
cycling products and on
demand services.
639 garages offering
MOT, service,
maintenance and repair
services.
273 direct to consumer vans and 495
commercial vans, bringing services direct
to customers.
Customer
Contact Centre
Offering expert advice, knowledge and help
from a centralised, virtual location.
Click and
Collect
Enabling customers to pick up
products at their local store.
Integrated
Web Platform
Bringing together Halfords products and
services under one website.
B2B
Offering products
and services, across
both motoring
and cycling, to
businesses around
the UK and ROI,
including our market-
leading Cycle2Work
scheme.
Avayler
Avayler technology empowers Halfords
service technicians to deliver an unrivalled
experience. This platform is now being sold
to third parties as a SaaS solution.
Halfords UK and Ireland operations
We are the UK’s leading provider of motoring and
cycling products and services. We fit products, attend
call outs, and maintain more vehicles in the UK than any
other provider.
Avayler, based on the internally developed software that powers our Motoring Servicing
business, has been sold to third-party customers as a SaaS solution. The unique platform that
has been built leaves the business exceptionally well-positioned to maintain and extend its
market-leading proposition.
Halfords has over 12,000
colleagues working in more than
1,750 service locations, providing
customers with an average
drivetime of less than 20 minutes.
10
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
GROUP AT
A GLANCE
Each channel of the Halfords Group works together to provide an unrivalled customer proposition in towns and cities across
the UK and Republic of Ireland.
Group
Revenue
M
o
t
o
ri
n
g
C
y
c
li
n
g
Services
Products
Mainstream Cycling
15%
Retail Motoring
30%
Services
51%
Performance Cycling
4%
Cycling Services 3%
Retail Motoring Services 6%
Autocentres –
Consumer 31%
B2B 11%
Over 12,000 colleagues work in our stores, Autocentres and Mobile Expert hubs, at over 1,750 locations across the UK.
Our core ESG Priorities
Electrification
Net Zero
Diversity and
Inclusion
Product, Packaging
and Waste
Management
Avayler Software Global Progress
United States
Germany, Spain, France and Portugal
Avayler is the chosen software for major brands operating across
the United States, including:
• ATD and Tire Pros – 80,000 garages in the US
• Tirebuyer – 18,000 installers
• Bridgestone – over 2,000 garages in the US
These garage numbers represent the client’s total estate, not the number of garages in
which Avayler is implemented.
Avayler has been chosen by Mobivia, one of Europe’s largest
automotive companies, to optimise operations and customer
service in its garages and mobile units.
halfords.annualreport2024.com
11
GROUP
OVERVIEW
Our unique, omnichannel
platform delivers a truly
differentiated offer
12
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
Unique
>1,750
Service locations, across
stores, garages and vans
>10m
Service jobs
completed annually
Omnichannel
Delivered with consistent,
local support through a name
our customers trust.
From first car seats and bikes, through to routine check
ups and MOTs, our unique combination of stores,
garages, vans and online, provides customers with
unparalleled convenience to shop our products and
services in a way that suits them.
Stores
86%
of the population
are within a
20-minute drive
Garages
90%
of the population
are within a
20-minute drive
Vans
90%
of the population
are within easy
reach
• Local referrals from store to garage
• Local dynamic price promotion
• Local targeted fleet client growth
• Predictable reoccurring Halfords
Motoring Club customers
• Local sharing of Group colleagues
across stores, garages and vans
• Local forecasting of demand
enabling local matching to capacity
• Digitised consistent operational
processes
• Capacity and utilisation tracking
Systems and
technology
Creating local demand
and making our customers
lives easier.
Drive
utilisation
Creating local capacity to
meet demand.
halfords.annualreport2024.com
13
GROUP
OVERVIEW
Rapid growth in our B2B client base provides more
predictable and reliable revenue streams.
Revenue growth in our B2B businesses
continues to outpace the rest of the Group,
reflecting the strategy to invest resources
and effort into these profitable channels.
Our B2B revenues are more resilient to
consumer sentiment and more predictable
in nature.
Our B2B business is comprised of six key areas
01
Commercial
Fleet Services
The acquisitions
of Lodge,
Universal and
McConechy’s
has transformed
Halfords into
the UK’s largest
truck tyre
service provider.
02
Avayler –
Software as a
Service
The Group’s
bespoke,
internally-
developed
software has
been packaged
into a SaaS
solution, and
now has major
clients in the US
and Europe.
03
Cycle2Work
scheme
Halfords is the
market-leader in
the Government
subsidised
Cycle to Work
scheme.
04
Trade Card
Halfords
provides
promotions
and preferential
terms for a
large number of
trade customers
across the UK.
05
Bulk
Purchases for
Business
The Group sells
items in bulk to
businesses, on
both an ad hoc
and regular
basis. Previous
examples
include bikes to
a holiday park
and motorcycle
helmets to a last-
mile delivery firm.
06
Gift Cards
Like many
retailers,
Halfords sells
third-party gift
cards at the
points of sale.
£112m
Revenue growth
(FY24)
29%
Share of total revenue
(FY23: 24%)
Group B2B revenue
£118m
FY24
FY23
FY22
FY21
FY20
FY19
FY18
% of Group revenue
FY24
FY23
FY22
FY21
FY20
FY19
FY18
10%
29%
£300m
£384m
£496m
14
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
B2B
The combination of Lodge, Universal and McConechy’s has
made Halfords the UK’s largest truck tyre service provider.
Halfords is now the market-leader in
the provision of truck tyre services in
the UK market. Through the acquisition
and consolidation of three leading
regional businesses (McConechy’s,
Universal and Lodge), the business
now operates from 90 locations and
has unrivalled geographical coverage.
This includes the ability to reach more
than 85% of UK main road locations
within one hour, important for the key
provision of tyre breakdown services.
Halfords Commercial Fleet Services
aims to operate to the very highest
standards with over 500 fully trained
and accredited Technicians.
Its customer base includes key tyre
manufacturer partners such as
Bridgestone, Goodyear, Continental
and Michelin; national fleets such as
Yodel and AW Jenkinson Transport;
Regional and Local Fleets; Councils
and specialist companies such as
Ports, Crane and Agricultural operators.
Read more on pages 28 to 32
halfords.annualreport2024.com
15
GROUP
OVERVIEW
Leveraging data
and lifetime value
16
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
Digital and
data-enabled
45m
vehicle
records checked
141m
annual
website visits
3.4m
Halfords Motoring
Club members
Consistent and thorough data
collection leads to greater insights
and decision-making, generating
value for our customers and for
our business.
We’ve invested in our data platform, gathering
customer and vehicle data across multiple channels,
which is then analysed and utilised to help us better
understand our customers, their cars, and their bikes.
Analysing data
Via our Single Customer
view, CRM and Group
Data Platform.
18m
Vehicle registration
numbers collected
– nearly half the UK
car parc.
Customer outputs
Via personalised
emails, web pages and
social posts.
£336m
of revenue from
customers in our
database.
Data collection
Via multiple touch points
across a variety of
channels.
>10m
Service jobs
completed each
year – more than
any other provider.
Powering intelligence and personalisation across our customer touch points.
MOT
reminder email
Cycling product
recommender
Halfords Mobile
Expert email
Tyre web
personalisation
Weather
personalisation email
• Using data to create personalised experiences is growing significant value for the Group.
• Growing Lifetime value is key to our strategy and we have headroom to grow.
halfords.annualreport2024.com
17
GROUP
OVERVIEW
What is Avayler?
Customer-centric service management software:
built from Halfords Autocentres’ PACE and Tyres
on the Drive technology.
Our mission is to help ambitious businesses put their customers
at the heart of their operations by digitising service delivery,
optimising processes and facilitating new routes to market.
Built by the automotive industry, for the automotive industry
What does Avayler deliver for its customers:
Scan the QR code
to watch our video
about Avayler
Avayler’s unique selling points make the solution highly attractive to
large automotive service businesses.
Industry unique selling points
Feature/product unique
Dynamic
pricing
While other solutions
offer dynamic pricing,
Avayler’s dynamic
pricing is the only
automotive solution that
leverages technician
location, job times
and other factors to
optimise route density
and job profitability
Automatic parts
bidding
Avayler is the only
automotive solution
to provide automotive
price bidding, sourcing
parts from multiple
vendors and surfacing
best prices and delivery
for customers
01
Deliver fully digital
customer journey
02
Increase
transparency and
visibility across the
business
03
Streamline
processes related to
service delivery
04
Increase service
margin and offset
operational costs
05
Be an industry
leader with greater
market share
Omnichannel
The only solution
on the market that
manages and optimises
automotive services at
any location – mobile,
garages, retail store and
fleet locations
Built by
operators
Avayler was built by a
garage and automotive
service business to
directly solve their
pain points
18
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
Avayler
How Halfords is using Avayler
Halfords creates a compelling customer
experience and delivers operational excellence
with an end-to-end developed in-house platform.
Selling Avayler software globally
Over 500,000 automotive repairers in Europe, US and UK alone provide a significant market opportunity for Avayler.
Halfords.com
eCommerce Platform
01
Offers customers the ability
to omnichannel shop for and
book automotive services
02
Halfords Mobile Expert and
Tyres on the Drive Mobile
Motoring Services Platform
03
Halfords Autocentres
Garage Management
Platform
04
Halfords Retail Motoring
Services WeCheck
Platform
MOBILE
GARAGES
RETAIL
United States
Total Automotive
Repairers:
278,000
Total
Total Automotive Repairers:
>500,000
. . . even more opportunity in
Mobile and Retail
United Kingdom
Total Automotive Repairers:
33,000
Europe
Total Automotive Repairers:
204,000
37,000 – France
49,000 – Germany
47,000 – Italy
22,000 – Poland
9,000 – Portugal
40,000 – Spain
halfords.annualreport2024.com
19
GROUP
OVERVIEW
Our strategic focus has
built a solid foundation for
continued growth
and evolution
01
The UK’s one-
stop shop
for motoring
ownership
In delivering our strategy, we have built a solid foundation for continued
growth and evolution. We have identified three key areas of opportunity
for growth in the longer term:
02
The UK’s servicing
destination for all
types of electric
transport
03
A unique local
motoring and
cycling offer
WHAT’S
NEXT?
20
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
Future
£4.0bn
£9.0bn
£2.2bn
£3.5bn
£1.8bn
£0.4bn
(pass through insurance)
£3.2bn
(body repair)
75%
of customers found
the proposition of a
‘one-stop shop’ appealing
Majority
of customers saw Halfords
as a good brand fit for this
proposition
1,794
Halfords fitting and
service locations, with
c. 90% of the population
within a 20-minute drive
01
The UK’s one-stop shop for
motoring ownership.
We believe Halfords can support motoring customers
throughout their vehicle ownership.
The strong platform we have created enables us to expand into more areas of the motoring
market, something customers both want and expect from us. Customers today must interact
with multiple businesses to operate their cars. This adds both complexity and cost to the
customer journey.
Customers like the concept of a one-stop shop for motoring and believe the Halfords brand
is a good fit. In the future, we intend to provide products and services that provide a one-stop
shop for all vehicle ownership needs. Serving these additional markets would significantly
increase our addressable motoring market, from £15bn to £24bn. The estimated sizes of each
of these markets is presented below.
Halfords
accessories
Halfords
tyres
Halfords
warranties
Halfords
repairs
Halfords
breakdown
Halfords
insurance
Halfords
servicing
Halfords
MOTs
halfords.annualreport2024.com
21
GROUP
OVERVIEW
02
The UK’s servicing destination for all types
of electric transport.
We are well-positioned to
establish a market-leading
position in the servicing of
electric mobility, growing our
revenue while supporting a more
sustainable planet.
We already have significant scale as the UK’s
biggest electric/hybrid servicing network.
We have the capability and expertise for
servicing electric vehicles, with over 2,000
trained technicians, four Automotive training
academies, and a national network of
garages and vans.
The speed at which UK drivers adopt electric
vehicles and other modes of transport
will be determined by several factors,
including the UK Government’s approach
to supporting a shift away from traditional
combustion engines.
We have already planned to solidify our position as market leaders through:
Resource
and capability
Increase resource and capability in our
stores and garages with 100% of our
technicians trained to service EVs.
Mobile
servicing
Leverage our capabilities, offering electric
servicing and maintenance at locations
convenient to our customers.
e-Bike and
e-Scooter retail
We believe we will grow our market leading
position and associated services. Further
enhanced through Cycling Club.
Halfords
brand
As the used EV car parc increases, we
aim to build a Halfords brand position as
the destination for servicing all types of
electric transport.
Focussing on EVs, we have identified the areas
where products and parts will remain the same
as traditional vehicles and those that will be new,
providing further opportunity.
Electric car
Traditional mechanical car
Common components e.g. wipers and bulbs
Common, but more expensive or require more
maintenance for electric cars e.g. tyres and brakes
Parts and services purely for the traditional car
e.g. engine components
New parts and services specific to electric cars
e.g. batteries and charge point
22
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
Future
03
A unique local motoring and cycling offer.
Through our Project Fusion
trials, we have learnt the value of
town-based shopping for both
our customers and our business.
Fusion provides a unique, multi-channel offer
to customers in their local town, providing
unparalleled convenience.
We believe there is an opportunity for a
Fusion town experience in more than half of
our locations across the UK.
Scan the QR code to watch
our video about Fusion
We have begun implementing the most
capital efficient elements of Fusion and this
will continue in FY25. This includes upgrading
the Retail car park service provision,
introducing a referral model to Autocentres
garages and vans, and training colleagues
to sell full solutions to every customer,
every time.
In the future, we will look at the entire
Halfords’ physical estate through a local lens,
to ensure we have a town-based approach
that optimises all of our local assets with the
appropriate levels of investment.
In the future, Retail stores will continue to play
their unique role as a location for on demand
fitting and as the only nationwide specialist
showroom for products. However, they will
also become a vital customer acquisition
channel for our garages and an important,
scaled source of customer data capture.
We currently have 387 Retail stores, and we
expect this to decrease to around 350 over
the mid- to longer-term.
Moving to our consumer garages, in which
we deliver more complex services, MOTs
and repairs, and where we know electric will
play an even greater role in the long-term.
We believe it will be necessary to grow from
639 to 800 garages to offer the best levels of
convenience for customers.
And finally, we intend to complement our
fixed locations with an increased network of
consumer and commercial mobile vans and
technicians, to reach a total of 800.
FY22
Fusion town concept tested
in Halifax and Colchester.
Today
Capital efficient elements
of Fusion rolled-out to
50 towns.
FY25
Motoring Services
elements of Fusion
roll-out to c. 20 towns.
Mid- to long-term
50 of our towns expected
to become full Fusion (lite)
destinations. 25 towns per
year in the outer years of
the plan.
Fusion test stores Capital efficient elements Fusion lite destinations
halfords.annualreport2024.com
23
GROUP
OVERVIEW
STRATEGIC
REPORT
CONTENTS
Our Business Today
26
Chief Executive Officer’s Statement
28
Our Marketplace
34
Business Model
38
Our Engagement with Stakeholders
40
Section 172(1) Statement
42
Our Key Performance Indicators
45
Our Strategy
48
Our ESG Strategy
54
TCFD
69
Chief Financial Officer’s Statement
76
Risk Management
81
Principal Risks
82
Going Concern and Viability Statement
90
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
24
STRATEGIC
REPORT
25
halfords.annualreport2024.com
We are a consumer and B2B services-focussed business, with a greater
emphasis on motoring, capable of generating higher and more sustainable
financial returns.
Group Overview
• The Halfords Group has evolved
significantly since the ‘Inspire, Support,
Lifetime’ strategy was launched in 2018.
Today, Halfords is as much a Services
business as it is a retailer of products,
whilst Motoring revenue is nearly four
times larger than Cycling.
• Further, the Group has developed
several B2B channels, serving a
multitude of business customers across
many different propositions.
• This strategic transformation means
that the Halfords Group is more
resilient to macro-economic trends and
changing consumer sentiment, and as
a consequence is well-positioned to
generate higher and more sustainable
financial returns in the future.
Motoring
Cycling
Revenue 79%
Overview: The core of our business, offering
customers services and product solutions for
their motoring journeys. Our future ambition is to
offer customers a “one-stop shop” where they
can access everything they need during the
ownership of their vehicle.
Revenue 21%
B2B
Overview: Market leaders
with strong customer
affiliation and heritage,
highlighting our strong
environmental focus by
promoting low-carbon
forms of transport.
2018 Revenue
Retail 86%
Autocentres 14%
2024 Revenue
Retail 59%
Autocentres 41%
Lower working
capital
Higher operating
margins
Opportunity to
enter adjacent
markets
Highly predictable
recurring revenue
High value
relationships
We have significantly
grown revenue through
B2B channels.
2018
B2B Revenue: 10%
B2C Revenue: 90%
2024
B2B Revenue: 29%
B2C Revenue: 71%
26
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR BUSINESS
TODAY
Services
Products
Overview: Services give Halfords a unique
advantage over online competitors and provides
a platform to develop long-term relationships
with its customers.
Motoring: Highly needs-based categories,
from MOTs and Services to fitting a car bulb in a
Retail park.
Cycling: From puncture repairs on an E-Scooter
to bicycle service care plans, we help to increase
the longevity of the products we sell.
Unique advantage
over online rivals
Deeper long-term
relationships with
customers
Revenue 51%
Revenue 49%
Overview: An integral part of our business and
what many customers recognise us for. We are the
super-specialists in motoring and cycling, providing
customers with an unrivalled choice of products
that they both need and want.
Motoring: Offering customers a vast range of
products they may need for their vehicle, from a
bulb or wiper blade to a roof box or a tow bar.
Cycling: High-end performance bikes and
accessories in Tredz and mainstream bikes and
accessories in Halfords Retail, where we own two
of the biggest brands in the UK, Carrera and Apollo,
appealing to all cyclists from kids and families to
fitness enthusiasts.
More needs
based, less
discretionary
Opportunity
to consolidate
fragmented market
Less FX
exposure
Fleet Services
Trade Card
Bulk Purchases
for Business
Gift Cards
Avayler – Software as a Service
Cycle2Work
halfords.annualreport2024.com
27
STRATEGIC
REPORT
Successfully delivered
on the areas within our
control
Revenue and Markets
performance
Faced with very tough markets, we
remained focused on the areas within our
control, taking significant market share
(volume-based) to record overall revenue
growth of +7.9%, of which LFL growth
was +5.0%. Volumes in FY24 in two of our
core markets – Cycling and Consumer
Tyres (c. 32% of Group revenue in FY24)
– were worse than independent forecasts
anticipated one year ago. Customer
confidence has remained weak, driven in
part by rising interest rates that are high
relative to recent history. These factors have
impacted demand for both discretionary
big-ticket items such as Bikes and Touring,
and less discretionary big-ticket products,
such as car tyres. Unfavourable weather
conditions impacted key periods during the
year, with high rainfall in the summer and
winter seasons reducing demand for Cycling,
Car Cleaning and Touring products. The
poor weather also impacted overall footfall
into stores, whilst the lack of cold snaps in
the winter months impacted sales of blades,
batteries and winter products.
Autocentres
The Autocentres Group is comprised of three
businesses:
1. Consumer Garages and Vans, focussed
on the provision of tyre fitting and Service,
Maintenance and Repair (“SMR”) services
to consumers and fleets of cars or small
commercial vehicles. Operates from
549 garages and 273 vans. Accounts for
c. 74% of Autocentres revenue.
Our focus in FY24 has been to deliver on the areas that
are within our control. We have made good progress
both strategically and in further optimising the business
to create a solid foundation for future growth.
Graham Stapleton
Chief Executive Officer
Read more on page 34
28
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CHIEF EXECUTIVE
OFFICER’S STATEMENT
2. Commercial Fleet Services (“CFS”), where
the acquisitions of Lodge, Universal
and McConechy’s has made Halfords
the UK’s largest truck tyre service
provider. Operates from 90 garages
and 495 vans. Accounts for c. 25% of
Autocentres revenue.
3. Avayler, the Group’s bespoke, internally
developed software that is sold as a
SaaS solution to major clients in the
US and Europe. Accounts for c. 1% of
Autocentres revenue.
Overall revenue growth in FY24 was once
again very strong, up +17.6% year-on-year
and +10.7% on a LFL basis. The revenue
performance of each of the businesses was
as follows:
• Consumer Garages and Vans
• Consumer Tyres
– Market volumes fell year-on-year by
-1.3%, well behind our expectation of
+2.6% growth, as drivers continued
to delay essential maintenance for
longer than we, and the industry,
anticipated.
– Facing a worse than expected market,
we took significant share, up +0.4
points. This was in part driven by an
improved customer offer for tyre
fitting, introducing a more affordable
range and improving convenience
through same-day fitting.
• Motoring Servicing
– Against a forecast of broadly flat for
FY24, the Motoring Servicing market
grew by +0.9%, with good growth in
H1 offset by a decline in H2, reflecting
the ongoing impact of changing MOT
seasonality caused by COVID-19
disruption.
– We increased our market share in
the year by +0.2 points, driven by
several factors, including: (1) The
success of our Halfords Motoring
Club, with membership doubling to
3.4m and approximately 40% of our
MOT work now coming from club
members; (2) the launches of our
innovative ‘Buy Now Pay Later’ finance
offer and dynamic pricing for MOT
bookings, providing customers with
greater choice and more affordable
options; and (3) Improved utilisation
rates in our garages, which was up
+9.4 percentage points year-on-year,
leading to better capacity planning
across the garage network.
• Commercial Fleet Services
• Revenue grew by 47%, in part benefiting
from the annualisation of the Lodge
acquisition in October 2022.
• LFL growth in the year was +5.3%.
With near national coverage, we
are attracting new customers with
nationwide requirements who can
access an unparalleled network of 495
commercial vans and 90 commercial
garages. Further detail on our progress
is provided below.
• Avayler
• Revenue more than tripled from the prior
year, including intercompany sales, up to
£6.6m in FY24.
• Signed agreements with four new
clients, including a 15-year commercial
agreement with Bridgestone.
Retail
Retail comprises Retail Motoring (62% of
Retail revenue) and Cycling (38% of Retail
revenue):
• Retail Motoring:
• A resilient revenue performance,
with LFL revenue growth of +4.9%,
significantly better than market volume
growth of +0.9%. Performance across
the year was mixed, with strong growth
of +8.2% in the first half followed by
lower growth of +1.7% in H2, in large
part due to very unfavourable weather in
the winter months.
• Market share increased by +1.3 points,
ahead of our target of +0.6 points. The
ongoing expansion of our Car Parts
proposition, strategic price investment
in key categories, and continued
product innovation in areas such as Car
Seats and Dashcams, all contributed
to offsetting weak demand for big-
ticket discretionary categories such as
technology and touring.
• Cycling:
• LFL revenue declined by -2.8% versus
FY23. The Cycling market performed
significantly worse than the industry
expected, with volumes declining by
-4.0% in the year, far behind our own
forecast of -1.0%. Low consumer
confidence in the ongoing cost-of-living
crisis has further impacted demand for
big-ticket, discretionary items such as
bikes. Another year of decline leaves
bike market volumes c. 30% below
pre-COVID-19 levels.
Strong revenue growth
+7.9%
Underlying profit before tax
(Continuing operations)
£43.1m
• The market has become more
challenging and competitive as it
continues to consolidate quickly.
Promotional participation increased
by 33% year-on-year in H2, and more
customers are purchasing on credit,
leading to significant pressure on gross
margins. The high-profile failure of
Wiggle demonstrates a much broader
challenge for Cycling businesses in
the UK.
• In very challenging market conditions,
we were pleased to increase our share
by +1.3 points, well ahead of our target
of +0.7 points and further cementing
our leadership of the UK Cycling market.
This strong performance was driven by
good progress in three key areas:
– Cycle2Work (“C2W”): revenue up
+8.3% year-on-year, supported by
the development of our new B2B
platform for small and medium sized
businesses.
– Tredz: our online, high-performance
cycling business delivered LFL sales
growth of 11.1%, growing share and
improving brand awareness in a fast-
consolidating industry. We launched
a new website in the year, improving
the customer journey and our online
conversion rate, whilst our Trustpilot
score of 4.7 at the period-end remains
ahead of our main competitors.
– Product innovation: we continued to
innovate across our Cycling range.
For example, the new Boardman SLR
8.9 road bike combined best-in-class
specification with a market-leading
price point.
• Looking ahead, as the clear market
leader, we expect to emerge in an
even stronger position once market
conditions normalise.
halfords.annualreport2024.com
29
STRATEGIC
REPORT
Gross margin
• Gross margin % was 48.5%, -40 bps lower
than last year. A very strong performance
in Autocentres was offset by a decline
in Retail.
• Autocentres gross margin of 50.2% was
180 basis points higher than FY23. The
success of our Better Buying programme
and several pricing initiatives more than
offset the dilutive impact of the Lodge
acquisition.
• Retail gross margin was 47.3%, -190
bps lower than FY23, driven by foreign
exchange headwinds in relation to the
weakening of Sterling hedges versus
the US dollar, and the dilutive impact of
increased Cycling promotional activity in
response to market consolidation. This
was partly offset by very strong results
from our Better Buying programme.
Strategic and Operational review
Our focus in FY24 has been to deliver on the
areas that are within our control, recognising
that our core markets remain very
challenging. We have made good progress
both strategically and in further optimising
the business, creating a solid foundation for
future growth. We have built a unique, digital-
enabled, omnichannel platform that will
enable us to drive strong profitable growth
once markets recover.
Growing Services and B2B
We continued to invest in our Services and
B2B businesses, which now represent 51%
and 29% of Group revenues respectively.
These businesses provide the Group with
greater resilience against weak consumer
confidence and are capable of generating
higher and more sustainable financial returns.
The Autocentres Group, which is comprised
of the three businesses described further
above, accounts for approximately 83% of
Services revenue and c. 55% of B2B.
Autocentres Group revenue growth was
+17.6%, including +10.7% on a LFL basis,
whilst underlying EBIT, including losses from
Discontinued Operations, was £13.8m,
representing significant growth on the prior
year profit of £3.1m. All three Autocentres
businesses contributed to this strong
performance:
Consumer Garages and Vans –
improved utilisation and pricing
initiatives driving significant
profit growth:
This material growth in Autocentres
profitability reflected the delivery of several
initiatives in our Consumer Garages and Vans
business, including improved utilisation of
colleagues and garage capacity, the launch of
dynamic pricing for MOT and Tyre bookings,
and an improved customer proposition for
same-day tyre fitting.
Commercial Fleet Services (“CFS”) –
leveraging our market-leading offer
and national presence
The October 2022 acquisition of Lodge
complemented our existing commercial
fleet services businesses, Universal and
McConechy’s, establishing Halfords as the
UK’s largest provider of commercial tyre
services. The scale and national presence of
this business is a key differentiating factor
that attracts the UK’s largest commercial
fleet operators.
Revenue growth in FY24 was +47% in total
and +5.3% on a LFL basis, driven in part
by the award of new fleet contracts. The
business was awarded a five-year contract
with Yodel, who operate one of the largest
commercial vehicle fleets in the UK, with over
1,700 vehicles, adding to existing contracts
with DHL, DPD, Evri and Kuehne and Nagel.
We also provide services for several local
councils and other public entities, including
contract wins in FY24 with Dudley, Coventry,
Liverpool and Cheshire West councils.
We are continuing to leverage the integration
of our combined CFS business, with revenue
and cost synergies tracking ahead of
expectations.
30
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CHIEF EXECUTIVE
OFFICER’S STATEMENT
Avayler – significant contract wins
and an investment stake
Our SaaS business ‘Avayler’ secured a
landmark commercial agreement with
Bridgestone, to roll-out Avayler software
products across their US operations –
potentially over 2,000 garages. The 15-year
commercial agreement adds significant
scale to our existing SaaS business in the US,
growing the recurring revenue stream and
underpinning our growth projections set out
at our CMD in April 2023.
In addition to the contract win, Bridgestone
has taken a 5% equity stake in return for
a $3m investment. This is a significant
endorsement for the Avayler software
platform and demonstrates its considerable
growth opportunity.
In the fourth quarter, we signed agreements
with three new customers, all based in the
USA. Our partnerships with Triple A (“AAA”),
ZipTire, and Point S further enhance our
market position with key players in North
America. We are building momentum and
have a strong pipeline in place for further
customer acquisition targets.
From an operational perspective, during
the year we separated Avayler to operate
as a standalone business, distinct from the
Halfords Group. This will enable Avayler
to attract talent and develop a culture
appropriate for a young but fast-growing,
global software business, whilst also ensuring
that we can accurately measure the progress
it is making and the returns it generates.
Avayler Revenue more than tripled (including
intercompany sales), to £6.6m in FY24, with
an operating loss, as forecast, of £1.3m,
as we continue to invest in technology and
operations to support existing customers
and future growth. In line with our CMD
targets, we expect significant revenue and
profit growth in the mid-term.
Profitably growing market share
Halfords Motoring Club grew to
3.4m members
Our Halfords Motoring Club was launched
in March 2022, providing members with
financial and non-financial benefits in return
for closer engagement with Halfords and,
in the case of Premium membership, a paid
subscription.
The benefits of the Halfords Motoring
Club continue to resonate strongly with
customers, with membership doubling to
3.4 million by the year-end. In addition to
providing customers with attractive benefits,
the Halfords Motoring Club also creates
significant value for Halfords:
• Members visit twice as frequently as
non-members and spend more per visit.
• Lower customer acquisition cost:
Cross-shop1 for loyalty members
was 16% in FY24, an increase of one
percentage point on the prior year and
four times higher than for non-members.
Furthermore, 40% of MOTs in our
Autocentres came through the Halfords
Motoring Club, whilst 45% of members
joining in FY24 are new to the Halfords
Group. With the Halfords Motoring Club
successfully driving customers into the
Autocentres business, we expect our
marketing spend on MOTs to reduce by
35% in FY25.
• The data we obtain provides an
opportunity to monetise its value.
• The Halfords Motoring Club provides
a roadmap to future subscription offers
across the Group. At the end of FY24, 8.0%
of members were signed up to the paid,
premium membership offer, an increase
of 0.6% from the prior year and within the
range of our mid-term target of 8-10%.
1
Cross shop is defined as the proportion of customers
who have transacted with both Retail and Autocentres
in the period.
“We have continued to invest in our
strategically important Services business,
which for the first time now represents over
half of our total revenues.”
Growing our market-leading
extended Car Parts proposition
We extended our motoring offer with a
major launch of a new specialist Car Parts
proposition, providing customers with access
to thousands of car parts in our stores and
online. Our entry into the £1bn specialist
car parts market has driven a more than
doubling of revenue in the Parts category,
with customers responding positively to
our competitive pricing; a step change in
convenience with a new click and collect
in 60 minutes offer; and adding the 4th
‘B’, Brakes, to our 3Bs (“Bulbs, Batteries,
Blades”) proposition.
Continuing to optimise
the platform
Restructuring our tyre supply chain
We entered into an agreement with specialist
tyre distributor Bond International, who will
take responsibility for the tyre supply chain
operation in the Autocentres business. This
involves a significant restructuring of our
tyre supply chain and will result in significant
benefits for customers and shareholders.
Costs will reduce by approximately £5m
per annum from FY25 onwards, reflecting
the operational efficiencies that Bond
International can provide as a specialist,
market-leading tyre distributor. Further,
customers will benefit from better stock
availability in garages, with contracted service
levels with Bond International in place. The
agreement will also drive better operational
processes in our garages and hubs, helping
to save cost, reduce inventory and improve
controls. Over time, the partnership will
unlock greater buying synergies and
provide an opportunity to improve working
capital efficiency.
The restructuring resulted in the closure of
tyre wholesale and distribution operations
(Viking and BDL) that formed part of the
National acquisition in December 2021.
The transition of these operations to Bond
International has enabled Halfords to retain
the margin benefits of direct sourcing that
came with having a wholly owned supply
chain, but at considerably lower cost. The
Bond International arrangement also enables
a new same day tyre proposition bookable
online across all Halfords and National
branded garages, which the Viking and BDL
operations would not have been able to fulfil
without considerable scaling and capital
investment. As such the transition of the tyre
supply chain to Bond International is expected
to enhance returns.
halfords.annualreport2024.com
31
STRATEGIC
REPORT
Cost and balance sheet efficiency
We continued to successfully manage our
costs, delivering over £35m of savings in
FY24, ahead of our £30m target. Over half
of these savings were due to the success
of our Better Buying programme, which has
materially reduced our cost of goods on an
ongoing basis through strategic supplier
partnerships, value engineering, own-brand
growth, and group buying synergies. The
cumulative cost savings delivered in the
last three years is £70m, demonstrating the
Group’s ongoing focus on efficiency and its
ability to continue reducing the cost base.
Despite weaker sales than we had forecast
at the start of the year, inventory in the Retail
business reduced by £24m, a year-on-year
reduction of nearly 11%. The balance sheet
remains very strong, with net debt excluding
leases of £8.2m and a leverage ratio
(including leases) just below our target range.
Sustainability
We continue to make good progress on
our ESG programme. Notable highlights
include our ever-growing momentum within
packaging – we removed 5.5 million items
of plastic packaging and swapped 2 million
items of non-recyclable plastic to recyclable,
whilst we also launched new recycling
initiatives in our Retail stores. We continued
to strengthen the governance of our supply
base, updating our Global sourcing policy
and launching a new sustainability tool in
partnership with EcoVadis, the global leader
of business sustainability ratings.
Our Scope 1 and 2 emissions are now 24%
below our FY20 baseline in absolute terms
but, relative to Group revenue, are 49% below
FY20. We also made significant progress
in calculating accurate data for our Scope
3 emissions, working alongside industry
experts, The Carbon Trust. This provides
Halfords with a strong foundation on which
to start building our Net Zero roadmap
in FY25.
Further details of our ESG Strategy,
the progress we have made, and our
focus areas for the mid-term can be
read in our Annual Report and Accounts
located on the corporate website,
www.halfordscompany.com.
Dividend and capital allocation
Our capital allocation priorities remain
unchanged:
1. Maintaining a prudent balance sheet
2. Investment for growth
3. M&A, focused on Autocentres
4. Dividend covered by 1.5x-2.5x Underlying
profit after tax
5. Surplus cash returned to shareholders
We ended the period with net debt, excluding
leases, of £8.2m (FY23: Net Debt £1.8m). The
Net Debt: EBITDA ratio (including lease debt)
was 1.7x (FY23: 1.9x), slightly below our target
range of 1.8x pre-M&A or up to 2.3x post.
We have extended our committed £180m
Revolving Credit Facility (including £20m
overdraft) to April 2028, with an additional
one-year extension option that would take it
to April 2029.
In line with the mid-term plan communicated
at our Capital Markets Day in April 2023, we
intend to increase capital expenditure in FY25
to a range of £50-60m, assuming trading
continues as expected. Approximately half
of this will support ongoing maintenance of
the business, c. 35% allocated to optimising
projects with strong in-year returns, and
approximately 15% invested in strategic
initiatives such as Avayler and Project Fusion.
Balancing our capital allocation priorities with
the importance of the ordinary dividend to
many of our investors, we have proposed
a final dividend of 5 pence per share, which
would result in a full year dividend of 8 pence.
This would be a 20% reduction versus the
prior year, reflecting lower profits and the
application of our dividend policy described
above. The final dividend would be paid on
13 September 2024 with the corresponding
ex-dividend date of 8 August 2024 and the
record date of 9 August 2024.
Graham Stapleton
Chief Executive Officer
17 July 2024
32
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CHIEF EXECUTIVE
OFFICER’S STATEMENT
33
STRATEGIC
REPORT
halfords.annualreport2024.com
B2B Market opportunities
• Cars will increasingly be owned and operated by businesses,
rather than consumers, meaning B2B relationships will
be key.
• National fleet owners prefer the benefits of contracting with a
single provider with national coverage.
• Commercial vehicle miles driven have rebounded after
COVID-19 impacted changes to driving patterns.
Our response
• Through the acquisitions of McConechy’s, Universal and
Lodge, complementing the B2B relationships already
established in the Autocentres business, we have developed
a market-leading presence in the commercial tyre market.
• Our national scale provides us with significant advantage to
win large, national contracts.
Our Motoring and Cycling products segments remain core, but we have a greater
market opportunity in growing our existing motoring services business.
Retail Motoring
The sale of motoring products in Retail
stores and online.
Market drivers
• Ageing UK car parc will lead to more
cars within aftermarket segment
and an expanding market for
motoring products
• Increase in demand for electric
vehicle products such as home
charging solutions
• Product innovation
Motoring Servicing
The provision of motoring services in
Retail stores, Autocentres garages or
via mobile vans.
Market drivers
• The ageing UK car parc means cars
are requiring more visits to garages
on an annual basis
• Increasing number of customers
wanting ‘Do It For Me’ solutions
• Increasing EV repairs and
servicing work
• Prioritising convenience, services/
repairs done at places of work or
car parks
Consumer Tyres
The fitting of vehicle tyres in
Autocentres garages or via
mobile vans.
Market drivers
• Miles driven
• Regular MOTs
• Tyre tread depth
• Heavier EVs likely to lead to quicker
tyre degradation
Consumer Market opportunities
• Provide customers with a “one-stop shop” in which they can
access all products and services they need from a single,
trusted brand.
• No market-leader in a highly-fragmented marketplace.
• Very few competitors outside of dealerships able to offer EV
servicing.
• Mobile services are a growing market segment, particularly
the tyre fitting industry.
Our response
• Progress long-term strategic opportunity to offer customers
a “one-stop shop” offering for their driving needs.
• Significant organic and acquisitive growth has established
Halfords as the market leader in aftermarket car servicing,
maintenance and repair.
• Investment in training and equipment to ensure Halfords is a
leader in aftermarket EV servicing.
• Our Halfords Mobile Expert vans deliver elements of car
fitting and servicing, such as battery replacement, tyres and
diagnostic checks, direct to the customer at their home
or workplace.
Data on market size and volume share is derived from third-party providers, as follows:
Retail Motoring and Consumer Tyres: GfK; Motoring Servicing: DVSA (MOT data); Cycling: Bicycle Association.
34
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR
MARKETPLACE
B2B Market opportunities
• The Government subsidised Cycle2Work
scheme provides consumers with a much more
affordable way to purchase a bike.
• E-mobility is driving the market with many
businesses searching for lower-carbon
means of transport and accessories to help
run their businesses, particularly in urban
locations, e.g. E-cargo bikes as a ‘last mile’
solution in ultra-low emissions zones such as
central London.
Our response
• We are the market leader in the UK’s Cycle to
Work scheme, supporting sales and introducing
new customers to our brand.
• We are also proud to have working relationships
with large brands across the UK to which we
supply cycling accessories.
Cycling
The sale of bikes and cycling accessories and the provision of
cycling services.
Market drivers
• Government investment in cycling infrastructure, accelerated
during COVID-19, is a key part of getting more people into
cycling, particularly in urban locations where safety is a
serious concern.
• The Government subsidy of bikes through Cycle to Work
schemes enable discounted purchasing of bikes through
salary sacrifice, giving consumers cheaper ways to cycle.
• The increase in ultra-low emission zones in cities and a
general concern for climate change and environmental
issues, is likely to drive people to opt for cycling as an
alternative form of transport.
Consumer Market opportunities
• E-mobility is rapidly growing in importance to customers, offering a lower
carbon mode of transport. Customer demand for E-Bikes is continuing to
grow, now accounting for one in every five bikes sold.
• Although most customer journeys begin online, customers are willing
to travel greater distances to experience cycling products first-hand in
a store. A targeted and joined-up approach to omnichannel provides
customers with a leading proposition.
Our response
• Our strong heritage and over 130 years of experience selling bikes means
we are a market-leader in cycling products and services.
• Halfords Group boasts the biggest and most popular cycle brands in
the UK – Carrera and Apollo – which we continue to innovate. In total,
approximately 80% of our bikes are own-brand, serving both children and
adults at a wide range of price points, from affordable to high performance.
• Our stores are conveniently located, and our online platform provides
support and information to help customers choose the products and
services they want. Many customers take advantage of our Click and
Collect offer, placing orders online via our website and picking up from a
designated store at a time which is convenient to them.
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STRATEGIC
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Our Key Macro trends
Value
Transition to Electric
Do It For Me
Description
• The UK consumer continues to
experience significant financial
pressure, with high levels of inflation,
low wage growth and higher interest
rates. Customers today want the
best combination of value, quality
and service.
Impact
• With household budgets increasingly
squeezed, consumers have lower than
normal disposable incomes to spend
on discretionary products and services.
Our response
• Our strategy for the business is as
relevant as ever – a transition away from
the traditional retail model towards a
services and B2B-focussed business,
delivering repeatable revenue streams
that are less discretionary.
• We have supported customers by
investing in price and promotions,
consumer financing options and our
Bike Xchange programme, whilst our
market-leading Cycle2Work offer
provides the most affordable way to
purchase a bike.
Description
• The UK is transitioning towards lower-
carbon forms of transportation, driven
by increasing pressures to reduce the
use of fossil fuels.
• As a result, all forms of electric mobility
are becoming increasingly popular with
many customers choosing to make
the switch to electric vehicles (“EVs”),
E-Bikes or E-Scooters.
Impact
• Significant growth in customer queries
relating to electric forms of transport.
• Greater demand for servicing of EVs,
E-Bikes and E-Scooters.
• Second-hand markets for electric
products.
Our response
• We have invested heavily in colleague
training and garage equipment, to
ensure we can support customers with
their need to service EVs, E-Bikes and
E-Scooters.
• We also continue to explore ways
to enhance our range of electric
products and solutions, including EV
charging, innovative new E-Bikes, and
second-hand E-Bikes.
Description
• The increasing complexity of
vehicles and bikes means that many
customers do not have the time, desire
or knowledge to carry out repairs
and maintenance on their cars and
bikes. Instead they are searching for
convenient solutions.
Impact
• This trend has been seen for some
time and is expected to continue, with
increasing demand for services.
Our response
• The strategy of the Group since 2018
has been to accelerate the growth of
the Services business, leaning in to this
particular customer trend.
• We have invested in colleague training
and equipment to ensure we can
maintain pace with customer demand.
• We have improved our booking
process, providing customers with
times and locations for their service to
be carried out in-store, in a garage or
even on their driveway via our fleet of
mobile vans.
Link to Principal Risks
• Value proposition
• Brand appeal and market share
Link to Principal Risks
• Climate change and electrification
• Culture/colleague engagement
and skills
Link to Principal Risks
• Service quality
• Stakeholder support and confidence in
strategy
• Sustainable business model
36
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR
MARKETPLACE
Convenience
Changing UK Car Parc
Description
• Consumers’ lifestyles are getting busier,
free time is becoming more valuable,
and consumers expect retailers and
service providers to fit around their
routines with on-demand services and
friction-free interactions as standard.
• Convenience to them is not just
about speed but about making their
lives easier, even if this comes at an
increased price.
Impact
• Customers expect a seamless
shopping experience that is hassle-free
and time-efficient. They want choice,
whether that is visiting a store, a garage,
or having a product delivered to home.
Our response
• Over the last few years, we have more
than doubled the number of service
locations, reducing customer drive time
from 30 minutes to 20 minutes.
• Our mobile van fleet has grown
substantially over the past 24 months,
giving customers an unprecedented
level of convenience, bringing services
to their driveway with same-day service
options in some instances.
• Launch of dynamic pricing, enabling
customers to make their own trade-off
between price and convenience.
Description
• The age of the UK car parc is increasing
from 7.9 years in 2019 to a forecast
9.7 years in 2026.
Impact
• With the average age of cars increasing,
they are likely to require more frequent
visits to garages for servicing,
maintenance and repair.
• A higher proportion of cars will be
greater than three years old, with most
falling outside of dealer servicing
packages. Customers are more likely to
explore aftermarket servicing providers.
Our response
• The strategy of the Group since 2018
has been to accelerate the growth
of the Motoring Services business.
The growth in the number of garage
locations and the creation of the
mobile vans business has established
Halfords as the market-leader in
aftermarket servicing, maintenance
and repair.
Link to Principal Risks
• Service quality
• Stakeholder support and confidence in
strategy
• Sustainable business model
Link to Principal Risks
• Stakeholder support and confidence in
strategy
• Sustainable business model
• Brand appeal and market share
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37
STRATEGIC
REPORT
Creating value and leading with our vision to be the super-specialists in
motoring and cycling, trusted by the nation.
Our key resources and relationships
Colleagues: Training and accreditation, such
as our 3-Gears training programme in Retail
or our electric/hybrid vehicle maintenance
training in Autocentres, ensure that
consistent product knowledge and services
capability reaches our customers across all
locations.
Partners: Halfords is proud to work with
suppliers, distributors and other industry
partners to drive our business forward,
supporting the sale of our products and
services and enabling us to work with
communities across the UK.
Brand strength: Halfords is the nation’s
leading provider of motoring services and a
trusted retailer for motorists and cyclists. We
have a range of exclusive and highly-regarded
brands, including Apollo, Carrera and
Boardman in Cycling, as well as our Halfords
Advanced ranges in Motoring.
Our infrastructure/assets: Our physical
estate of Retail stores, garages and Mobile
Expert vans, combined with a best-in-class
digital platform and an efficient distribution
network, provide customers with a
convenient omnichannel offer.
Financial strength: A strong balance sheet
and good cashflow generation provides
the Group with the means to continue its
investment for growth.
Large and varied customer base: Halfords
is one of the largest consumer businesses in
the UK, offering products and services to over
20 million people in FY24. With B2B revenue
representing 29% of total Group revenue, we
also have a significant number of business
customers, from large fleet providers to large
corporations operating the Cycle2Work
scheme. Our Avayler software solution has
also enabled us to attract global customers.
Data Capabilities: With over 140 million
annual website visits, 45 million vehicle
records checked per year, and over 10 million
annual service jobs completed, we have
access to valuable data and insights on
customers and their vehicles.
Our sustainable mindset: We have an
established sustainability strategy with
proven results.
Scale, capability and business intelligence
Motoring and
Cycling Retail
Business
Solutions
Motoring
Services
Avayler Data
Software
Motoring and
Cycling Products
Products are at the core of our
business and have been for over
130 years, defining us as the UK’s
leading retailer of motoring and
cycling products. Whether in one of
our stores or online, customers are
able to find parts or products they
want for their motoring or cycling
needs from E-Bikes to socket sets,
power washers to bicycle helmets.
Our colleagues are true experts and
can suggest suitable products for
each customer situation.
Motoring and
Cycling Services
Our services proposition
complements our strong product
business; helping to keep the UK
moving whilst delivering unrivalled
customer service. Operating from
over 1,750 locations, Halfords
has the national scale to serve
customers at a time and location
convenient to them. Cycling
services and basic fitting and
car checks are performed in
Retail stores or via our fleet of
Mobile Expert vans, whilst more
complicated service,
maintenance and
repair jobs are
completed in
one of 639
garages.
Solutions for
Businesses
Significant growth in
B2B channels means that it
now accounts for 29% of Group
revenue. These revenue streams
are more predictable and more
resilient to consumer sentiment
changes, helping to create a
stronger platform for the Group and
leading to higher, more sustainable
financial returns.
Avayler
Software
For Halfords
Our internally-developed garage
operating platform has greatly
increased the operational
efficiencies of our garages and
mobile vans, whilst also driving an
enhanced customer experience.
Selling to third parties
The success of the Avayler
software has enabled the Group
to sell a packaged version to third-
party garage and van operators.
The Avayler technology automates
and enhances service delivery
across the board, achieving more
sales and higher margins, increased
operational efficiency and
increased compliance.
38
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
BUSINESS
MODEL
The value we create
Customers
Access to a market-leading services and shopping
experience, meeting their motoring and cycling
needs via the convenience of one Group website and
our 1,750+ stores, garages and vans, with access
to technical and expert advice from our 12,000+
colleagues.
>20m
customers this year
Colleagues
Developing, rewarding and retaining our colleagues so
that they are engaged to drive our growth ambitions. 72%
colleague
engagement score
Investors
Generating returns for our shareholders through
effective management of our financial resources and
investment in high-returning opportunities.
20 years
of annual dividend payments
Suppliers
Providing suppliers with market-leading access
to the UK consumer.
Over 400
key suppliers in our
value chain
The planet and our communities
Supporting communities in the UK and beyond, whilst
working with suppliers in our value chain to reduce our
impact on the environment and lead the transition to
Net Zero.
49%
reduction in
Scope 1 and Scope 2
emissions since FY20
(tCO2e per £1m of
revenue)
c. 27k
bikes recycled
halfords.annualreport2024.com
39
STRATEGIC
REPORT
Stakeholders that benefit
from the value we create
Effective utilisation of our resources and relationships are an integral part of
our plan to drive long-term sustainable growth.
The views of all of our stakeholders are considered by the Board and Executive team on a regular basis.
Colleagues
Suppliers
Communities
Why it’s important to engage
• Our colleagues are fundamental to
the achievement of our customer
experience ambitions and are
the cornerstone of our services
proposition.
What matters to them?
• Support and development
• Career opportunities
• Fair remuneration
• An appropriate sustainability strategy
How we engage
• Promotion of the Group values
• Listening: surveys and colleague
groups
• ‘3-Gears’ training programme
• ‘Aspire’ store management
development courses
• Recognition and reward
Outcomes of engagement
• Conducted our annual Colleague
Engagement Survey to ensure every
colleague has the chance to have their
voice heard.
• We run weekly communications
through team Huddles, a CEO blog and
our intranet.
• Colleague awards take place regularly
with the ability for any colleague to
be nominated for living the Halfords
values and role modelling behaviours
that positively impact colleagues and
our customers.
Why it’s important to engage
• Engaging with our supply chain
effectively ensures the security of
supply and speed to market. Our brand
relies heavily on the high standards
of our carefully selected suppliers in
order for us to deliver market-leading
products and services.
What matters to them?
• A trusted distributor in the UK and ROI
• Fair payment terms and pricing
• Responsible sourcing practices
How we engage
• Far East trading office developing
mutually beneficial relationships.
• Organising logistics, driving efficiencies
and improving environmental
management.
• Supplier conferences.
Outcomes of engagement
• Meetings with our top strategic
suppliers to understand their
sustainability journey.
• Increased data and transparency from
suppliers via the EcoVadis platform,
supporting our ESG strategy, e.g.
primary carbon data and human rights.
Why it’s important to engage
• Engaging with communities is the right
thing to do and ensures continued
viability of the business in the long-
term. We aim to contribute positively to
the communities in which we operate.
What matters to them?
• Environmentally friendly practices
• Charitable giving
How we engage
• Charity & Community initiatives
• Media channels
• Recycling initiatives
• Net Zero commitment
Outcomes of engagement
• We continue to support Mind along with
its sister charities SAMH (Scotland) and
Inspire (Ireland) as our Group charity
partner, highlighting the importance of
mental wellbeing to our colleagues.
• Continued partnership with Drake Hall
prison, where we run a cycle training
academy for women prisoners.
• Raised awareness among female
students at technical colleges in
the UK by showcasing the diverse
and engaging work that our female
colleagues perform in their roles.
Link to Principal Risks
• Stakeholder support
• Regulatory and compliance
• Service quality
• Culture/colleague engagement
and skills
Link to Principal Risks
• Stakeholder support
• Sustainable business model
• Disruption to end-to-end supply chain
• Climate change and electrification
Link to Principal Risks
• Stakeholder support
• Brand appeal and market share
• Cyber security and IT infrastructure
40
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR ENGAGEMENT
WITH STAKEHOLDERS
Stakeholders that
influence what we do
Investors
Customers
Government
Why it’s important to engage
• As a publicly listed company, we
need to provide fair, balanced and
understandable information to instil
trust and confidence and allow
informed investment decisions to
be made.
What matters to them?
• Value creation opportunities and long-
term sustainable growth
• Appropriate sustainability practices
How we engage
• Annual Report and Accounts
• RNS announcements
• Annual General Meeting
• Investor presentations
• Corporate website
• One-on-one meetings
• Capital Markets Day
Outcomes of engagement
• Full and half-year results and strategy
presentations to shareholders.
• Regular meetings with brokers, analysts
and shareholders throughout the year
via the Chair, CEO, CFO and Investor
Relations team.
• Corporate website kept up to date with
annual refresh of all information and
more regular minor amendments.
• Ensuring transparent reporting on
ESG-related performance.
• Capital Markets Day held in April 2023.
Why it’s important to engage
• Understanding our customers’ needs
and behaviours allows us to deliver
relevant products and services, retain
customers and attract new ones. It also
identifies opportunities for business
growth.
What matters to them?
• A great product or service, for a
fair price
How we engage
• Satisfaction surveys
• Rewards
• Commercial website
• Social media engagement
Outcomes of engagement
• Regular communications through digital
channels (e.g. email, social media) to talk
to our customers.
• Regular customer ‘listening groups’
allowing more detailed feedback.
• Net Promoter Score surveys daily in
stores and garages giving quantifiable
feedback.
• Commercial website updated every
week, enhancing the customer journey,
providing the latest information,
advice and guidance from our expert
colleagues.
• The Halfords Blog gives customers
more in-depth reports on topics such
as electric mobility, ways to save money,
competitions and essential information
for motorists and cyclists.
Why it’s important to engage
• Policies and regulatory changes may
provide opportunities and pose risk to
our operations. Working closely with the
Government ensures that our products
and services evolve appropriately.
Link to Our Risks
• Regulatory and compliance
Media
Why it’s important to engage
• We need strong multi-channel exposure
to connect with customers and our
wider stakeholder audience. Engaging
with the media ensures transparency
and accuracy of information on the
business.
Link to Our Risks
• Stakeholder support
• Brand appeal and market share
• Regulatory and compliance
Link to Principal Risks
• Stakeholder support
• Brand appeal and market share
• Sustainable business model
• Regulatory and compliance
Link to Principal Risks
• Stakeholder support
• Value proposition
• Brand appeal and market share
• Service quality
Read more on page 110
halfords.annualreport2024.com
41
STRATEGIC
REPORT
Engaging with stakeholders delivers better outcomes
for our business, fundamental to our long-term success.
Board Information
Keeping the
Board Informed
• Leadership and management
receive training on Directors’ duties
to ensure awareness of the Board’s
responsibilities.
• Board minutes include an explanation
of Section 172(1) factors and relevant
information relating to them.
• Our Board continually engages with
stakeholders.
Read more on pages 102 and 150
Strategic Considerations
Section 172(1) and the
Company’s Strategy
• Section 172(1) factors considered in
the Board’s discussions on strategy.
• Chair ensures decision-making
is sufficiently informed by
Section 172(1) factors.
Read more on pages 48 and 117
Board Decision Making
Outcomes of
Considering
Section 172(1)
• Outcomes of decisions
assessed and further
engagement and dialogue.
• Actions taken as a result of
Board engagement.
• Actions align with our culture.
Read more on page 106
Our Approach
As referenced in the Corporate
Governance Report on page 102, this
section describes how the Directors
consider the matters set out in Section
172(1)(a) to (f) of the Companies Act
2006 (the “Act”).
In July 2019, the UK Corporate
Governance Code reinforced the
importance of Section 172(1) of the
Act which requires the Directors to
consider (amongst other matters) the
interests of all stakeholders, including:
• The likely consequences of
decisions in the long-term.
• The interests of the Company’s
workforce.
• The need to foster relationships with
suppliers, customers and others.
• The impact of operations on the
community.
• The high standards of business
conduct.
• The need to act fairly between
members of the Company.
42
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
SECTION 172(1)
STATEMENT
Health and Safety | Visible Safety Leadership
Visible Safety Leadership (“VSL”) is an initiative that was introduced throughout the Group in FY24.
VSL’s primary purpose is to enable members of the Management
teams to visibly demonstrate and commit to ensuring that all of
our colleagues are operating in both a safe and healthy manner.
At Halfords we believe our management to be the most
significant influencer on the behaviour of our people, and it’s
the ability of management to influence that behaviour which
consequently determines whether or not accidents or incidents
shall occur.
VSL enables our colleagues to ‘see’ and ‘feel’ the importance
of safety through regular engagement, and via practical ‘on the
job’ discussions with our Management teams. Management,
regardless of their function, view operations through fresh eyes,
and are able to proactively:
• experience first-hand tasks our colleagues undertake on a
daily basis.
• discuss safety concerns with colleagues in an open
environment.
• agree and support with safer and more efficient solutions.
• empower colleagues to operate without jeopardising their
personal safety.
• reaffirm and visibly demonstrate an interest that ‘We Care’.
VSL is also perceived as an excellent opportunity for our
management teams to identify safe acts, and express praise for
good practices observed.
“The aim of the discussion
is to ultimately PREVENT
tomorrow’s injury.”
CASE STUDY
halfords.annualreport2024.com
43
STRATEGIC
REPORT
Autocentre Supplier Conference
Mentoring Scheme
Apprenticeships
In FY24, we ran an Autocentre supplier
Conference for our key supplier
Partners.
Section 172(1) Consideration
Suppliers
The objective of the conference was to
strengthen and reinforce our supplier
relationships. Suppliers are critical to
the success of our business through
their support and service levels, and
we recognise that a fully optimised
supply chain and sourcing strategy
will enable competitive advantage,
whilst ensuring best-in-class service
levels for our customers. The theme
for the day was ‘Partnering for Growth’
to build and capitalise on the growth
trajectory that Halfords has had over
the previous year.
Suppliers are classified in our business
as ‘preferred, approved or listed’,
depending on strict criteria around
commercial competitiveness, service
levels and sustainability credentials.
The conference was attended by the
senior management of our preferred
suppliers, who were mostly global
in nature. The event was also live
streamed to our suppliers in the Far
East to enable global participation in
the event.
We took the opportunity to update on
our Group Strategy, investments that
we have made and continue to make
in the business, alongside several
collaboration opportunities that we
believe our businesses can optimise
going forward. The messages were
delivered by several members of the
Halfords Executive team, to fully show
the importance we place on this area.
As a result of the conference, we
believe our suppliers now have a
better understanding of our strategy,
the importance of their role in our
organisation and most importantly
how we can both work together
collaboratively for the benefit of
Halfords’ customers.
FY24 saw the trial of a mentorship
programme to provide a
structured and organised
initiative to facilitate the pairing
of experienced colleagues with
mentees to provide guidance,
support, and knowledge transfer.
Section 172(1)
Consideration
Colleagues
We set out to create success by
doing what is needed and what
works for the mentee.
The mentorship pairings promote
discussion on a colleague’s
aims, ambitions, and challenges
for their personal and career
development. The advice and
insights flowing from mentor
to mentee are instrumental to
personal growth and career
aspirations. Our mentors listen,
but also offer their opinions and
valuable insight into the topics
discussed. The positive outcome
promotes colleagues to focus on
how they can best grow their own
personal brand here at Halfords
and for their future career
opportunities. Another, positive
outcome is that the programme
helps to remind mentees of their
own strengths and provides
them with confidence to pursue
relevant activities to assist in
expanding their qualifications. The
scheme injects confidence into
both mentor and mentee. The
approach is flexible with mentees
being encouraged to protect time
in their diary to focus on their
personal and career growth.
Overall, the scheme connects
our colleagues through
communication and collaboration,
leading to positive and rewarding
outcomes for both mentor and
mentee.
Being able to offer apprenticeships provides Halfords
with a great route to attract and retain colleagues to our
one Halfords family, whatever their age.
Section 172(1) Consideration
Colleagues
Apprenticeships offer colleagues and potential colleagues
the opportunity to gain hands-on experience in a specific
job role whilst developing their expertise in that area or
subject and gaining a vocational qualification. We recognise
the benefits that apprenticeships bring both for colleagues
and for us as an employer, and actively offer two types:
• Automotive Apprenticeships are now offered in Level 2
(“L2”) Autocare and Level 3 (“L3”) Light Vehicle Service
& Repair, with colleagues being offered the opportunity
to progress to a L3 if they succeed at L2. Historically we
have predominantly offered L3 apprenticeships due to
the nature of the work our garages complete, however,
with the acquisition of National we have been able to
offer more colleagues L2 apprenticeships, providing us
with a greater potential colleague reach. In addition, an
apprenticeship provides job security for a minimum of
two to three years; role progression to MOT Tester within
four years (L3); and a career for life with highly transferable
experience.
• Career/development apprenticeships support
colleagues with career development. In FY24 this
increased to 25 colleagues.
Communities
We work with the Palmer Foundation which provides
additional pastoral and financial support to young people
from disadvantaged backgrounds. This enables them to
enter the Automotive industry through apprenticeships.
Through this partnership, we have also been able to
increase the number of females coming into the business
through our apprenticeship programme.
Suppliers
We work with a number of different training providers
which include local colleges and Remit Training. This
enables us to offer alternative learning options such as;
block release; day release; and on-site delivery.
We work with providers that have an Ofsted rating of
two or above and we regularly review the colleges and
providers to ensure the quality of programmes meets our
required standards.
Media
In June 2023, our annual Autocentre Apprentice of the
Year competition was won by Holly Darvell. Holly has
been an excellent role model for female apprentices in
the automotive industry, getting involved in numerous
media campaigns and events such as the National
Apprenticeship Week visit to the Houses of Parliament.
We were then delighted that Holly won the IMI Apprentice
of the Year award in March 2024. This was a fantastic
achievement for Holly and for her Halfords’ colleagues.
44
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
SECTION 172(1)
STATEMENT
Shareholder KPIs
Underlying Profit Before Tax
Underlying Earnings Per Share
£99.5m
£89.8m
£46.8m
£43.1m
FY24
FY23
FY22
FY21
Definition
Profit before income tax and
non-underlying items, for Continuing
Operations, as shown in the Group
Income statement.
Reason
This measurement of profitability provides
stakeholders with a view of underlying
trends and performance, and the delivery
of the Group strategy.
41.7p
35.5p
17.6p
15.1p
FY24
FY23
FY22
FY21
Definition
Profit after income tax and before
non-underlying items, as shown in the
Group Income Statement, divided by the
number of shares in issue. Note that FY23
and FY24 are from continuing operations.
Reason
Basic EPS is a measure of underlying
profit generation relative to the shares
in issue and as such, measures delivery
against our strategic objectives.
FY24 Performance
Underlying profit before tax from continuing operations of
£43.1m was -7.9% lower than the prior period. This was a resilient
performance against the backdrop of very challenging markets,
weak consumer confidence, and high cost inflation.
FY24 Performance
Underlying Basic EPS, from continuing operations, declined by
-14.2% in the period, reflecting lower profit before tax and an
increase in the effective tax rate, which was driven by the statutory
increase in the headline corporate tax rate from 19% to 25%.
Link to Remuneration
Bonus
Link to Remuneration
Performance Share Plan
Underlying EBITDA
Dividend per Share
£233.0m
£207.1m
£182.5m
£183.4m
FY24
FY23
FY22
FY21
Definition
Underlying EBITDA adds back Interest,
Depreciation and Amortisation to
Underlying Profit Before Tax. Shown for
Continuing Operations in FY23 and FY24.
Reason
The Board considers this measurement of
profitability to be an important alternative
to underlying profit before tax and one
which has a closer resemblance to cash
generation.
5.0p
9.0p
10.0p
8.0p
FY24
FY23
FY22
FY21
Definition
Cash returned to shareholders as a return
on their investment in the Company,
presented on a pence per share basis.
Reason
Our dividend policy is to pay an ordinary
dividend that is covered by 1.5x to 2.5x
Underlying Profit after Tax. Should surplus
cash remain in the business that we feel
we cannot deploy with good rates of
return, we will return this to shareholders
in the most appropriate way.
FY24 Performance
Underlying EBITDA from continuing operations increased by
0.5% in FY24, reflecting similar factors that impacted PBT
described above.
FY24 Performance
In line with lower profit compared to the prior period, and the
application of our dividend policy, the Board recommends a
dividend per share of 8 pence, down from 10 pence in FY23.
halfords.annualreport2024.com
45
STRATEGIC
REPORT
OUR KEY PERFORMANCE
INDICATORS
Shareholder KPIs
Free Cash Flow
Net Debt to Underlying EBITDA Ratio
133.2m
(£14.9m)
£2.7m
£29.4m
FY24
FY23
FY22
FY21
Definition
Adjusted Operating Cash Flow less capital
expenditure, net finance costs, taxation,
exchange movement, arrangement fees
on loans, and lease payments. Note that
FY23 and FY24 are from continuing
operations.
Reason
An important metric for shareholder value.
1.2x
1.7x
1.9x
1.7x
FY24
FY23
FY22
FY21
Definition
Represented by the ratio of Net Debt to
Underlying EBITDA (including lease debt).
Note that FY23 and FY24 underlying
EBITDA is from continuing operations.
Reason
We are expecting to operate within a
range of 1.8x to 2.3x, with the latter
allowing for appropriate M&A. This ratio
measures the Group’s financial leverage
relative to the targeted range.
FY24 Performance
Free Cash Flow from continuing operations was £29.4m, a
significant improvement on the prior period. Good working
capital management, including lower inventory levels in the Retail
business, contributed to this performance.
FY24 Performance
The ratio has improved significantly in FY24 due to lower lease
debt and at the period end was below the targeted range.
Like-for-Like Sales
Glossary of Alternative Performance Measures
Definition
Revenue from continuing operations that have been trading as
part of the Group for at least a year (but excluding prior year sales
of stores and Autocentres closed during the period) at constant
foreign exchange rates.
Reason
Like-for-like sales is a widely used indicator of a retailer’s trading
performance, and is a comparable measure of our year-on-year
sales performance.
FY24
FY23
Halfords Group
+5.0%
+2.4%
Retail
+2.2%
-1.8%
Motoring
+4.9%
+4.0%
Cycling
-2.8%
-10.9%
Autocentres
+10.7%
+15.4%
In the reporting of financial information, the Directors have
adopted various Alternative Performance Measures (“APMs”),
previously termed as “Non-GAAP measures”. APMs should be
considered in addition to IFRS measurements, of which some are
shown on page 225. The Directors believe that these APMs assist
in providing useful information on the underlying performance
of the Group, enhance the comparability of information between
reporting periods, and are used internally by the Directors to
measure the Group’s performance.
FY24 Performance
Like-for-like growth was strong in FY24, with Autocentres again
posting double-digit growth.
46
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR KEY PERFORMANCE
INDICATORS
Operational KPIs
Service-related Sales Growth
Group Colleague Engagement
£370m
£531m
£748m
£858m
FY24
FY23
FY22
FY21
Definition
Service-related Group sales is the income
derived from the fitting or repair services
themselves along with the associated
product sold within the same transaction.
From continuing operations.
Reason
A core part of the Group’s strategy is to
grow service-related sales faster than
total Group sales.
75%
72%
FY24
FY23
FY22
FY21
Definition
The proportion of Group colleagues who
respond positively to specific questions in
the annual Colleague Engagement Survey.
Reason
High colleague engagement is critical
to delivering the Group’s strategy, whilst
also being the right thing to do for a key
stakeholder.
FY24 Performance
In line with the Group’s strategy, Service-related sales continued
to grow strongly in FY24, supported by the annualisation of the
Lodge acquisition. Services now represent 51% of Group revenue.
FY24 Performance
The colleague engagement score was down three percentage
points versus the prior period. Though disappointing, the score
remains high versus relevant benchmarks.
Link to Remuneration
Bonus and Performance Share Plan
Link to Remuneration
Bonus
Customer Net Promoter Score (“NPS”)
Read more on page 68 and 136
60.1
62.3
68.4
64.8
65.5
FY24
FY23
FY22
FY21
FY20
Definition
In line with industry measures and
calculated using customer surveys
completed in several channels
across the business. The basis of
the measure changed from FY23
onwards, reflecting a more balanced
survey across the various Group
channels.
Reason
The Customer NPS score is a key
measure of how our strategy is
delivering for customers and is
important for future growth.
FY24 Performance
Our Group NPS score improved by 0.7 points in the period,
reflecting a strong performance in our Retail business.
Link to Remuneration
Bonus
halfords.annualreport2024.com
47
STRATEGIC
REPORT
Inspire
Inspire our customers with a
differentiated and super-specialist offer.
Our Focus
• Be known as a super-specialist, by enhancing our product range
and training our colleagues.
• Lead and differentiate our markets with customer-led innovation,
utilising deep customer insight and working with suppliers to create
and market innovative products that are exclusive to Halfords.
• Improve our customer shopping journey online and in-store by
continuing to optimise the Group’s web platform and the full
omnichannel journey, whilst focussing on personalisation by
leveraging our Group-wide single customer view. Improving the
in-store experience by providing a more experiential, inspirational
and service-led environment.
Progress made in FY24
• Significant extension of our Car Parts offer.
• Further product innovation in both Bikes and Motoring products.
• Strong performance in Tredz, our Performance Cycling business.
• Our Fusion trial towns generated excellent financial results,
encouraging us to roll-out this concept further.
Priorities for the next 12 months
• Project Fusion: investing in at least 25 towns, with significant
upgrades to Retail car parks and Autocentres garages.
• Relaying the motoring space in up to 100 Retail stores.
Link to Principal Risks
• Value proposition
• Culture/colleague engagement and skills
• Brand appeal and market share
• Climate change and electrification
Our resilient performance in FY24
is evidence that our strategy to
accelerate growth in Motoring,
Services and B2B is working.
Graham Stapleton
Chief Executive Officer
Read more on KPIs on page 45
Read more on page 28
48
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR
STRATEGY
Support
Support our customers through an integrated, unique
and more convenient services offer.
Lifetime
Enable a lifetime of
motoring and cycling.
Our Focus
• Offering customers access to our products and services via a unique combination of
stores, garages and mobile vans, complemented by a strong online proposition.
• Having an integrated services proposition across the Group, with one Group website and
seamless referral of customers from stores and vans to Autocentres garages.
• Further roll-out of new garages to reduce average drive time even further.
• Grow our B2B channels, particularly our Commercial Fleet Services business.
• Grow our Avayler platform to drive opportunities with Automotive service providers around
the world.
Progress made in FY24
• Very strong growth in our Commercial Fleet Services business, with the acquisition of
Lodge providing national coverage and attracting new customers.
• Better utilisation in garages, driving demand to under-utilised garages and reducing labour
turnover.
• Improved customer proposition for tyre fitting, with more affordable options, greater
financing choices, and better convenience through same day fitting.
• Dynamic pricing launched for MOT and Tyre bookings, giving customers a choice on
quickest, nearest and best value.
• Launched a new Cycle2Work web portal for small and medium sized customers.
• Avayler completed a 15 year commercial agreement with Bridgestone, which included
Bridgestone taking a 5% stake in Avayler.
Priorities for the next 12 months
• Continue to grow the Commercial Fleet Services business, leveraging its national scale
to win new contracts.
• Leverage unique platform to improve consumer garage operating model.
• Invest in leadership capability and garage apprentices, with up to 150 new apprentices
anticipated in FY25.
• Avayler will focus on operationalising the Bridgestone contract whilst developing the
order pipeline.
Our Focus
• More actively drive customer loyalty
and retention by leveraging our CRM
programme and Halfords Motoring Club,
providing compelling reasons for customers
to return to our brand, optimising lifetime
value and advocacy.
• Put our customer at the forefront of
decision-making.
Progress Made in FY24
• Signed up 3.4 million members to our
Halfords Motoring Club, significantly ahead
of our target and double that of last year.
• The mix of premium members increased
to 8% of total membership, supported by
the recent launch of premium till sign-up
capability in our Retail stores.
• NPS score of our Halfords Motoring Club
members was 71.2 points, higher than
non-members.
• Cross-shop of our members was four times
higher than non-members. 39% of MOTs
completed in Autocentres came through
the Halfords Motoring Club.
Priorities for the next 12 months
• Grow the Halfords Motoring Club in
National and focus incentives on tyres.
• Build on partnership proposition to support
with acquisition and retention of members.
Link to our KPIs
• Services as a percentage of
Group revenue
• LFL sales
• Customer net promoter score
Link to Principal Risks
• Service quality
• Culture/colleague engagement and skills
• Brand appeal and market share
• Stakeholder support
Link to our KPIs
• Customer Net
Promoter Score
Link to Principal
Risks
• Stakeholder support
• Service quality
• Brand appeal and
market share
halfords.annualreport2024.com
49
STRATEGIC
REPORT
Progress made
• We extended our motoring offer with a
major launch of a new specialist Car Parts
proposition. Our entry into this £1bn
market has driven a doubling of revenue,
with customers responding positively to
our competitive pricing; a step change in
convenience with a new ‘Click and Collect’
in 60 minutes offer; and adding the 4th ‘B’,
Brakes, to our 3Bs proposition.
• We continued to bring new and innovative
products to our Retail customers. These
include the market leading Nextbase IQ
dashcams and a huge range change
in our own brand car seats, aimed at
providing better choice and innovation,
with sustainability front and centre, via
the utilisation of recycled fabrics. We
also innovated across our cycling range,
for example, the new Boardman SLR 8.9
men’s road bike combines a best-in-
class specification with a market leading
price point.
• With growing brand awareness, an
excellent trust pilot rating, and market
leading finance options, our Tredz business
is going from strength to strength. Tredz is
also a key contributor to our B2B revenue
through Cycle2Work, and in total delivered
strong like-for-like growth.
• This year, we have seen excellent results
from our two Project Fusion towns –
Colchester and Halifax – where the biggest
shift in performance has been across
our Garage services. This includes our
physical garages, and the motoring service
areas of our Retail car parks where we fit
3Bs and refer customers across to our
garages. These results have given us the
confidence to accelerate investment in our
Fusion programme in FY25.
Priorities for the next 12 months
• Roll-out of the Motoring services elements
of Project Fusion. We have identified up
to 25 towns across the UK for Fusion
investment in FY25. We will invest
approximately £5m of capex to enable
major changes to our operating model in
both the garages and Retail car park.
• We will invest in the physical layout of our
Retail stores to deliver an improved journey
for customers shopping for Motoring
products. We anticipate investing in up
to 100 retail stores, which we expect to
provide a better shopping experience for
our customers.
Inspire
our customers with a differentiated and
super-specialist offer.
50
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR
STRATEGY
Support
our customers through an integrated, unique
and more convenient services offer.
Progress made
• The Commercial Fleet Services business
continued to attract new customers with
a strong pipeline of contracts. We are
already working with the likes of DHL, DPD,
Evri, and Yodel, alongside some substantial
local government contracts.
• Launch of our new Cycle2Work portal
for SME businesses, making it easier to
sign up to participate in our Cycle2Work
scheme. As a result we have significantly
grown the total volume of Cycle2Work
clients versus the prior year.
• Entered into a 15-year commercial
partnership with Bridgestone to implement
our Avayler technology across the US,
where Bridgestone has 2,000 consumer
garages and a substantial fleet of mobile
vans. In addition, demonstrating their
confidence in our business, Bridgestone
have also acquired a 5% stake in Avayler
for $3m. This presents an incredible
growth opportunity for Avayler, with
significant scope to develop further
over time.
• Delivered improved utilisation in
Autocentres, by reducing labour turnover
and driving demand into those areas where
we have the capacity available to service
it. The ongoing focus here means we
have seen estate-wide utilisation improve,
increasing 9 percentage points in FY24.
• The introduction of dynamic pricing not
only helps customers to see their quickest,
nearest, and best value options across
our garage network, it also helps us
significantly improve margin per worked
hour. This is a consequence of being
able to push demand where we need it
most, improving efficiency, driving better
utilisation, and higher profit.
• In Consumer Tyres, we focussed on two
key areas to drive share growth. The first
is value for money. We have improved our
own brand budget tyre range and have
made our tyres more affordable with
initiatives such as our “never beaten on
price” promise, combined with our market-
leading range of financial services offers
including “buy now pay later”. Combined,
these initiatives have seen our ‘Value
for Money’ score improve by 5.2 points
in FY24. The second is convenience.
Here, our focus is on same day fitting of
tyres across National, where we have
seen strong sales growth in FY24, with
customers rating this proposition highly.
Finally, for the ultimate convenience, our
Halfords Mobile experts come to you with
an industry leading 4.7 trust pilot rating.
• Tyre supply chain operations restructured
and outsourced to Bond International.
Delivering daily to garages, driving
increased convenience and facilitating our
customer proposition of same-day tyres,
bookable online.
Priorities for the next 12 months
• We will continue to invest in growing the
Commercial Fleet Services business,
leveraging its national scale to develop its
pipeline and win new contracts.
• We will drive profitability improvements
through several initiatives:
• Further cost savings across the Group,
in particular by lowering our cost of
goods.
• Completing transition of tyre supply
chain operation to Bond International.
• Improving leadership capability.
• Improving consumer garage
operating model.
• We will continue to invest in the garage
apprenticeship scheme, with up to 150
new joiners anticipated. Typically, our
apprenticeship schemes attract a higher
proportion of females than the industry
average. This is an important way for us to
achieve greater diversity for Halfords and
for the automotive servicing industry.
• Our Avayler software business will focus
on fully implementing and running the
Bridgestone contract, whilst it seeks to
continue developing its pipeline of new
clients.
halfords.annualreport2024.com
51
STRATEGIC
REPORT
Lifetime
Enable a Lifetime of motoring and cycling.
Progress made
• Our Halfords Motoring Club is the key
component of our Lifetime strategy. After
a very strong first year, the club continued
to grow in FY24, the benefits clearly
resonating with customers looking for
value in a cost-of-living crisis.
• Now with over 3.4 million members, we
have significantly exceeded our sign-up
targets for this financial year. And we
continued to see growth in the number of
members new to the Halfords Brand.
• The mix of premium members is a critical
measure for us, driving cross shop,
recurring revenue, and lifetime value.
This has increased to 8%, supported by
the recent launch of premium till sign up
capability in our Retail stores.
• We are delighted that the club is delivering
on its goal to change customer retention
behaviours in Retail, as demonstrated by
the significant increases in both frequency
and breadth of shop.
• As we showed at the CMD, the club is an
acquisition tool which drives customers
from our Retail stores across to our
garages. The proportion of MOTs in our
consumer garages coming from Loyalty
members is just under 40%.
• Overall, the club remains a core part of our
strategic plans, over the mid- to long-
term, with vehicle and vehicle health data
absolutely central to our Lifetime strategy.
Our goal is to drive stronger data analytics,
predictive modelling, monetisation, and
even more profitable utilisation, alongside a
highly personalised customer experience.
Priorities for the next 12 months
• Leverage the Halfords Motoring Club to
reduce marketing acquisition costs across
key categories.
• Grow the Halfords Motoring Club in
National and offer our members greater
incentives to shop tyres.
• Build on our partnership proposition within
the Halfords Motoring Club, selecting key
partners to support the acquisition and
retention of members.
• Develop new benefits for Halfords
Motoring Club members.
52
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR
STRATEGY
STRATEGIC
REPORT
53
halfords.annualreport2024.com
274
EV-ready
garages
We continued to make good progress on our ESG strategy this year, focussing on
our people and our planet to work towards a more sustainable future.
6%
Median
Pay Gap,
well below
national average
49%
reduction in Scope
1 and 2 emissions
vs FY20 baseline
(relative to
revenue)
41%
reduction in
consumer-facing
virgin plastic vs
FY20
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54
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ESG
INTRODUCTION
CASE STUDY
Introducing the new Chair of the ESG Committee
This is my first annual report as the Chair of
the ESG Committee and as a Non-Executive
Director of Halfords, having joined the Board
in June 2023. I wish to thank my predecessor,
Helen Jones, for her commitment to ESG at
Halfords and for the progress that has been
made in her years as Chair.
We have continued to make good progress
on our ESG programme, most notably in
progressing our Net Zero plan and in our
contributions to the circular economy.
That said, there is so much more we want to
achieve and I look forward to contributing to
the Halfords journey.
“I am delighted to be the new Chair of the
ESG Committee at Halfords and I look forward
to overseeing continued progress in the
years ahead.”
Tanvi Gokhale
Chair of the ESG Committee
We are committed to making sure good governance is
maintained throughout the delivery of our ESG strategy.
Read more on page 124 and 125
Health and Safety Committee
Our Group sub-committee is responsible for co-creating and
agreeing policy, implementation framework and standards
as well as monitoring performance, reviewing any remedial
action and sharing good practice and lessons learned from
across the Group.
ESG Committee
Responsible for the ongoing delivery against targets
set for the four priority areas.
ESG business leaders
Ensure information is shared and monitored at
a business level.
The Board
Overall responsibility for the implementation and
success of the ESG strategy.
halfords.annualreport2024.com
55
STRATEGIC
REPORT
Overview
We have continued to make good progress on our ESG strategy and in particular on our key priority areas. By focussing on the areas on which
we can have the biggest impact, we will continue to maintain a sustainable business that delivers for all our stakeholders.
Electrification
Net Zero Commitment
Our Focus
• Lead the market in Electric Servicing as the UK shifts towards more
sustainable mobility options, specifically electric vehicles (“EVs”),
E-bikes and E-scooters.
• Providing industry-leading training to our colleagues and invest in
equipment to better support customers as they make the switch to
electric.
• Broadening our range of E-mobility services and products, e.g.
E-bikes/E-scooters, making the transition to electric travel easier.
• Investing in education and community engagement programmes to
help and support consumers to make climate-smart choices.
• Raise Government awareness on the investment required to
accelerate the transition to electric vehicles and other electric
transport options.
Progress in FY24
• Investment in equipment and colleague training to ensure we have a
sufficient number of garages capable of providing EV servicing. Due
in part to colleague attrition, the number of EV-trained colleagues
reduced by 14% to 414, whilst the number of EV-ready garages
was broadly flat, at 274. Our historically significant investment in EV
servicing means that Halfords is very well positioned to lead the
market, but the pace of change in the UK vehicle market has slowed
this year.
• Worked on a proposition to introduce EV servicing capability in
Halfords Mobile Expert vans, with a launch date expected in FY25.
• Increased demand for EV servicing in our fast-growing B2B channels
Priorities for Next 12 Months
• We are well-positioned to support UK customers with the switch to
electric forms of transport and our progress here will be shaped by
the pace of change in the UK vehicle market.
• The UK Government’s decision in September 2023 to postpone
the ban on new petrol and diesel cars and vans by five years could
slow down the adoption of electric vehicles, and growth has slowed
this year.
• Halfords strategy for Electrification is to lead the market in EV
Servicing, but the speed at which it rolls-out EV servicing capability
across the business will be proportionate to the pace of change in
the UK vehicle market.
Our Focus
• Reduce our carbon emissions and make progress on our
reduction targets. These targets are aligned to the more
ambitious 1.5ºC scenario set out in the Paris Agreement
(2015).
• Reduce absolute Scope 1 and Scope 2 GHG emissions 42%
by 2030 from a 2020 base year.
• Increase annual sourcing of renewable electricity to 100% by
2030 from 0% in 2020.
• Reduce absolute Scope 3 GHG emissions from ‘Purchased
Goods and Services’, ‘Capital Goods’ and ‘Upstream
Transportation and Distribution’, by 25% before 2030 versus
a 2020 base year.
• Our ultimate aim is to achieve Net Zero emissions across our
value chain by 2050. We recognise we cannot do this alone,
so will collaborate and partner with our suppliers, vendors and
customers to work towards a Net Zero future.
Progress in FY24
• Reduced our Scope 1 and Scope 2 emissions by 49% from a
FY20 baseline based on tCO2e per £1m of revenue.
• Significant progress made in calculating accurate data for
Scope 3 emissions.
• 88% of electricity needs from renewable sources, backed by
REGOs.
Priorities for Next 12 Months
• Building upon strong foundations laid in FY24, the key focus
in FY25 is to create the strategy and roadmap for Halfords
Net Zero plan.
• Continue to seek ways to further reduce Scope 1 and Scope
2 emissions e.g. increased EV adoption rates for colleagues.
• Utilise improved tools and datasets to engage positively with
suppliers on reducing Scope 3 emissions, whilst supporting
them on their own Net Zero roadmap.
Related UN Sustainable Development Goals (“SDGs”):
Related UN SDGs:
Link to Principal Risks
• Climate change and electrification
• Stakeholder support and confidence in strategy
• Skills shortage
Link to Principal Risks
• Climate change and electrification
• Regulatory and compliance
56
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR ESG
STRATEGY
Diversity & Inclusion
Product, Packaging & Waste Management
Our Focus
• Create an inclusive workplace in which all colleagues are able to
be themselves at work, feel valued for their contribution and are
supported to perform their best.
• Provide equal opportunities for all colleagues.
• Remove the gender/ethnic/diversity pay gap.
• Create accessible opportunities and training to improve female
representation across our Group, particularly in our garages.
Progress in FY24
• Colleague Network Groups continued to meet regularly,
providing a source of support, feedback, and awareness.
• Conducted a series of listening groups with colleagues at all
levels, gathering feedback on D&I matters and giving a voice to
all colleagues.
• Overall D&I score in annual colleague survey was 82%, with 86%
of respondents reporting positively to the statement ‘I feel that I
can be myself at work’.
Priorities for Next 12 Months
• Focus on increasing diversity of our Garage leaders population.
• Review recruitment approach and implement changes to
remove bias.
• Invest in D&I training for colleagues, with recruitment training for
line managers.
• Update D&I related policies e.g. Recruitment, Menopause and
embed actions.
• Launch EDI council.
• Extend mentoring programmes, including introducing a Reverse
Mentoring Programme for senior leaders.
Our Focus
• To develop a packaging material strategy that improves
environmental impact through increased recyclability, the use of
responsibly certified card and a reduction in virgin plastic.
• Reduce packaging tax through plastic reduction.
• Continue to seek innovative ways to reduce, reuse and recycle
core waste streams.
Progress in FY24
• Removed 5.4 million items of plastic from our own-brand
packaging.
• Reduced virgin plastic in our packaging by 41% since FY20
baseline.
• Over 26,000 bikes either donated to charity or refurbished and
sold second-hand to customers. This year, our Bike Xchange
programme was extended to online which has significantly
boosted the scheme.
Priorities for Next 12 Months
• Continue FSC card transformation programme and on-pack
recyclability labelling.
• Further reduce virgin plastic use in our own label packaging e.g.
bike boxes.
• Increase the number of products for which we offer recycling
solutions e.g. inner tubes.
Related UN SDGs:
Related UN SDGs:
Link to Principal Risks
• Colleague engagement/culture
• Stakeholder support and confidence in strategy
Link to Principal Risks
• Climate change and electrification
• Sustainable business model
• Regulatory and compliance
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Electrification
Our Ambition
“To be the leading name in electric mobility services, giving
everybody the confidence to switch and continually enjoy
the benefits of electric mobility.”
Overview
For Halfords, Electrification means leading
the way as the UK shifts towards electric
modes of transport and supporting our
customers as they make the switch. Halfords
is uniquely positioned in the UK to offer
electric services and solutions for both two
and four-wheeled modes of transport and
we are proud to support our customers with
everything they need as the UK transitions
towards lower carbon electric mobility.
Our ambition is to be the leading name
in electric services, giving everybody the
confidence to switch and continue to
enjoy the benefits of E-mobility. We are in a
privileged position to champion the needs of
consumers and we intend to use our voice to
develop the UK’s electric mobility industry.
Progress in FY24
We are committed to supporting the
transition to E-mobility and providing
our customers with the best service and
experience possible. We have continued to
invest in equipment and colleague training to
increase our EV-ready service centres, which
can handle all types of electric vehicles, from
hybrids to battery electric vehicles (“BEV”).
We have 274 EV-ready service centres
across the country, representing 50% of
the consumer garage estate. The whole
estate provides national coverage, with
90% of the population within a 20-minute
drivetime. This investment enables us to
meet the growing demand for EV servicing
and maintenance, and to offer our customers
more convenience and choice.
We have been working on a proposition to
introduce EV Servicing capability to our HME
Mobile vans, with the aim to launch this in
FY25. This will provide our customers with the
convenience of having either a full or major
EV service, completed at their home or work
address from 8am to 8pm, 7 days per week.
We have seen increased demand for EV
servicing from our B2B customers, for whom
we provide servicing and maintenance of
their fleet network. We provide customers
with comprehensive and customised EV
servicing solutions, which include preventive
maintenance, diagnostics, repairs, and
software updates. We also offer them flexible
and competitive pricing, as well as dedicated
account managers and support teams.
We saw a significant increase in the number
of EV vehicles serviced in our garages last
year, up +149% vs FY23.
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Net Zero
Our Ambition
“Achieve Net Zero value chain emissions by 2050
and interim reductions aligned to science-based principles.”
Overview
Addressing climate change through the
reduction of greenhouse gas (“GHG”)
emissions is now a key priority for most
companies and Halfords is no exception.
As one of the UK’s largest employers it is
critically important that we make a strong
commitment to tackle climate change and
put this at the top of our ESG agenda.
Our carbon reduction targets are:
• Reduce absolute Scope 1 and Scope 2
GHG emissions 42% by 2030 from a 2020
base year.
• Increase annual sourcing of renewable
electricity to 100% by 2030 from 0%
in 2020.
• Reduce absolute Scope 3 GHG
emissions from “Purchased Goods and
Services”, “Capital Goods” and “Upstream
Transportation and Distribution” by 25%
before 2030, versus a 2020 base year.
Progress in FY24
We are committed to achieving our reduction
targets by 2030 and have already made
significant strides in reducing our direct
greenhouse gas emissions. Compared to our
FY20 baseline, we have reduced our Scope
1 and Scope 2 emissions by 49% relative
to revenue, through a series of initiatives,
such as introducing LED lighting into our
stores and garages (now at 60% of sites).
We also procured 88% of our electricity from
renewable energy sources.
With Scope 3 emissions accounting for
a much larger proportion of our total
emissions than Scope 1 and Scope 2,
and of those the majority relating to the
purchase of goods, it is imperative that we
engage with our suppliers to support them
on their own Net Zero journey. We have
implemented the EcoVadis sustainability
rating platform, which records and assesses
the environmental, social, and ethical
performance of our suppliers. 80p of every
£1 we spend is now going through the
EcoVadis platform, providing us with a strong
dataset to understand where we should
focus our efforts and to help inform our
sourcing decisions.
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Scope 3
emissions data
Scope 3 Emissions
Purchased goods and services 46.0%
Use of sold products (indirect) 35.0%
Upstream transport and
distribution 7.0%
Use of sold products (direct) 5.0%
Other 7.0%
With support from industry
experts, Carbon Trust, we
have significantly improved
the accuracy of our Scope 3
emissions data.
For over 90% of our emissions, we have
replaced our estimates that are based on
supplier spend to one that utilises volumetric
data (e.g. actual purchase volumes) and
emissions factors from reputable data
libraries. The six-month project provided
us with actionable insight on the product
categories and suppliers contributing most to
business value-chain emissions, and provides
us with a robust dataset that will support our
Net Zero roadmap planning in FY25 and our
overall decarbonisation journey.
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Diversity & Inclusion
Our Ambition
“Make Halfords a truly inclusive place to work and representative
of the customers and communities we serve.”
Overview
Halfords Group is committed to providing
equal opportunities to colleagues and
candidates. This applies to recruitment,
training, career development and promotion,
regardless of physical ability, gender, sexual
orientation, pregnancy and maternity,
race, religious beliefs, age, nationality or
ethnic origin.
We are proud to promote diversity in the
motoring and cycling industries through our
engagement and representation on Diversity
and Inclusivity (“D&I”) working groups within
the Institute of the Motor Industry (“IMI”).
We work hard to ensure every colleague
feels they can be themselves at work and
perform to their best. We recognise there is
always more we can do, and we are excited
to build on our foundations through ongoing
engagement with colleagues.
Our key areas of focus are:
• Increasing female representation across
all levels, particularly in our Services
businesses and our Leaders Group.
• Increase the ethnic diversity of our
colleague base, with a particular focus on
developing talent from within the Group
and increasing the ethnic diversity of our
leadership population.
• Create an inclusive culture so that
all colleagues feel that they can be
themselves at work, be treated fairly, and
be given equitable opportunity to succeed.
Progress in FY24
Our four Colleague Network Groups –
Women of Halfords, LGBTQIA+, Ability and
Disability, and Race and Ethnicity – are a key
component of our Diversity and Inclusion
strategy, providing a supportive forum for
colleagues from different backgrounds,
identities, and experiences to share their
views and perspectives. Led by colleagues
working at different levels of the organisation,
these groups continued to meet throughout
the year, discussing the key issues and
challenges that affect their community,
providing the leadership teams with
feedback, and promoting awareness.
A series of listening groups, held with
colleagues at all levels and functions of
the Group, were conducted during FY24,
where the focus was to gather feedback on
how Halfords can improve its diversity and
inclusion practices. The listening groups were
facilitated by our people function, and many
were also attended by the Chair of the ESG
Committee, which was both Helen Jones
and Tanvi Gokhale in FY24. The insights and
recommendations from the listening groups
will be used to inform our Diversity and
Inclusion strategy.
The Halfords apprenticeship scheme offers
a unique opportunity for people new to the
industry to learn from our experienced and
talented colleagues. It is also a significant
lever to increase the diversity of our
colleague base and improve our inclusivity.
In FY24, 12 apprentices joined Halfords,
of whom 8% are female. The apprentice
intake of 12 in FY24 was much lower than
FY23, as we rebalanced the workforce, but
we plan to increase this significantly next
year to more than 150, where we aim to
recruit more diverse apprentices. This is
driven by our proactive efforts to attract
more female candidates, such as partnering
with schools and colleges, hosting open
days and events, and showcasing the
achievements and stories of our female
colleagues and apprentices. This year one
of our female Apprentices, Holly Darvell, won
the IMI Apprentice of the Year Award. We are
determined to continue this progress and to
create more opportunities for women in our
industry.
Our annual Colleague Engagement Survey
has included diversity and inclusion questions
for several years, and therefore provides us
with good feedback for measuring colleague
sentiment. This year, the overall D&I score
was 82%, with 86% of respondents reporting
positively to the statement ‘I feel that I can be
myself at work’.
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CASE STUDY
Apprentice of the Year
Holly Darvell is a 21-year old apprentice working in the Canterbury
Autocentre, having joined Halfords 18 months ago. Holly won
Apprentice of the Year at Halfords from a shortlist of 120
colleagues and then followed this up by winning the same award at
The Institute of the Motor Industry’s (IMI) annual awards show.
In addition to performing her role with exceptional aptitude, Holly
has also been a champion of diversity in the industry. Being a
woman in a predominantly male environment is a challenge, one
that Holly rises to consistently, working at the same level as many
experienced technicians. She goes the extra mile to encourage
more women to enter the industry. Specifically, she was part of a
programme that involved going into primary schools to talk about
the industry to young students who may not know how exciting
and diverse it is.
Holly’s determination, skills, and passion for promoting diversity in
the industry are truly admirable and provide a real success story
for our Apprenticeship programme.
Gender Pay Gap
Achieving gender equity in pay is an
important pillar of the Group’s overall
Diversity and Inclusion strategy. Although
slightly higher than the previous year, the
median pay gap of 6% remains significantly
below the national median of approximately
9%. The increase on the prior year reflects
the growth in the Autocentres business,
which has a lower proportion of female
colleagues who also tend to be in less senior
roles or are relatively new to the industry.
Our plan to increase gender diversity is
most heavily focussed on the Autocentres
business, where we aim to lead the industry
with best-in-class diversity and inclusion
practices.
Diversity and Inclusion Data
Female 17%
Male 78%
Other 1%
Prefer not to say 4%
Asian or Asian British 6%
Black/Black African/Black Caribbean/Black Other 3%
Middle Eastern 1%
Mixed or Multiple Ethnic Heritage 2%
White/Caucasian/White other 80%
Other 2%
Prefer not to say 6%
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Our Colleagues
Colleague Engagement
Colleague engagement is vital to our success
as a business. Each year, we conduct a
Colleague Engagement Survey, that provides
actionable, anonymised reports at a team
level. This year’s survey, conducted in April
2024, had a response rate of 95% and an
engagement index score of 72%, a reduction
from the previous year’s score of 75%. In
response to the survey results, every team
produces an engagement plan for the year
ahead, which rolls up into department and
Group plans.
Training and Development
We remain committed to providing best-in-
class training to our colleagues. This includes
field-based training for store and garage
colleagues, such as the servicing of Electric
Vehicles or Bikes, to online training courses
on management and leadership skills. Some
highlights from FY24 were:
• Values Recognition Scheme: This year saw
823 colleagues nominated for our Values
Recognition Scheme, ‘Colleague of the
Quarter’. Colleagues are nominated by
their peers for how well they role model the
Halfords Values. Each quarter our Values
Champions from across the business
award 12 Colleague of the Quarter awards
and another 12 are recognised for their
contribution.
• In Retail, we trained over 4,000 colleagues
in technical skills to deliver our We Fit
propositions.
• Apprentice programme: we currently have
104 people on Apprenticeships, with plans
to recruit over 150 in FY25.
• Electric vehicle servicing: 195 garage
technicians completed their Hybrid
Level 3 qualifications and 24 HME
technicians completed their Hybrid Level
2 qualifications. We introduced our T4
Technician Development Programme,
providing us with 10 EV L4 garage
technicians/experts.
• We trained over 1,000 garage technicians
to achieve automotive qualifications.
• Over 500 garage managers and 40 Supply
Chain managers attended our two day
‘DRIVE’ programme, which is focused on
developing management skills.
Health and Safety
At Halfords we commit to operating in a
manner that ensures the health, safety and
wellbeing of our colleagues remains at the
forefront of our organisation. We recognise
that high standards of health and safety
are good business practice, and require
persistent management focus supported by
appropriate financial and physical resources.
We maintain an effective health and safety
management system that focusses on
both our organisations compliance and
colleague culture.
Halfords recognises that good health
and safety adds value, increases overall
engagement levels, empowers our colleagues,
and also provides efficiencies in enabling us to
become a more sustainable organisation.
Our health and safety performance is
measured through periodic audits, site
inspections, safety concerns, reported
events, and visible leadership tours. We
have a clear strategic approach within
our Group Health and Safety Roadmap to
reduce colleague harm, ensure our risks are
prioritised, and improve overall awareness
throughout the organisation. We work
collectively with our management teams
to provide clear, robust, and fit for purpose
safety standards that are consistently
reviewed to ensure they not only fulfil, but
also surpass local laws and regulations. Our
Board receives frequent communication on
health and safety performance and regular
updates on roadmap progression.
At Halfords we believe our management
team to be the most significant influencer
on the behaviour of our people, and it is
the ability of our management teams to
influence that behaviour which consequently
determines our overall health and safety
performance. We deploy Visible Safety
Leadership (“VSL”) to enable members of our
management team to visibly demonstrate
and commit to ensuring that all of our
colleagues are operating in both a safe, and
healthy manner. Our management, regardless
of their function, view our operations directly
on the ground, and are able to proactively:
• experience first-hand tasks our colleagues
undertake on a daily basis.
• discuss safety concerns with colleagues in
an open environment.
• agree and support with safer and more
efficient solutions.
• empower colleagues to operate without
jeopardising their personal safety.
• reaffirm and visibly demonstrate an
interest and that ‘We Care’.
The Group’s Safety Non-Negotiables
(“SNNs”) have been developed with our
colleagues to ensure sufficient health and
safety standards are both maintained and
respected at all times. These provide a clear
set of expectations to reflect our personal
values, ethics, and principles when it comes
to the health, safety, and wellbeing of our
colleagues. We fundamentally believe in
promoting a cooperative approach with our
colleagues to both understand, and promptly
rectify any shortcomings of safety standards.
Compliance with our health and safety policy
is a condition of employment, and our Board
openly supports all colleagues endeavouring
to carry it out. Equally our Board recognises
colleagues identifying good practices and
demonstrating exceptional leadership.
Clear standards and procedures detailing
safe ways of working to manage health and
safety across the business continue to be
developed, based on risk assessments
that are reviewed on an ongoing basis.
We work with primary authorities to obtain
assured advice covering operational safety
and fire safety to comply with all applicable
regulations. We use this information to
develop colleague-centric training providing
the tools and knowledge to enable them to
operate in a safe manner.
Regular health and safety audits are
conducted by field teams to ensure our
operations remain safe for both colleagues
and customers, ensuring compliance so far
as is practicable is aligned with both health
and safety laws and our internal policies.
Charity and Communities
Halfords is proud to support charities
and communities across the UK, through
charitable donations, gifts in kind and time.
We have relationships with several charity
partners, including with Mind, who we began
a three year partnership with starting in FY22.
Mind, together with its sister partners, Inspire
(Northern Ireland) and SAMH (Scotland), is
a mental health charity with local presence
across the UK. Not only is this an important
charity that provides significant benefit to
UK society, but it also aligns with our own
wellbeing programme for colleagues. In FY24
we donated £23,000 to Mind.
We have also continued to work with other
charities that have a strong connection to
Halfords, which you can read more about in
the case studies on the next page.
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OUR ESG
STRATEGY
HMP Drake Hall
The Halfords Academy at HMP Drake Hall (a prison and
young offender institution in Staffordshire, for women aged
18 and over) was launched in 2016. It offers participants
the opportunity to train as cycle mechanics and create the
prospect of steady employment upon release.
The programme is tailored for each participant with an added
focus on Mechanics, Customer services or Retail. Since launch,
over twenty graduates have joined the business in a variety
of roles following their release. Fully supported by Halfords
colleagues, participants are subject to the same high standards
of training as all colleagues within the Group – the training
programme is thorough, designed to challenge participants and
raise aspirations.
The programme provides offenders with the opportunity to be
trained and work on the reconditioning of bikes, which are then
donated to charities. For example, many bikes are donated to
primary schools in disadvantaged areas to help children access
cycling through the Halfords school bike donation scheme.
Link to
CASE STUDY
Re-Cycle and Krisevac
Halfords has worked with the Re-Cycle charity since 2013
– an amazing charity which repurposes bikes by sending
them to those in desperate need of basic transport in African
countries, training mechanics in-country to recondition
the bikes and ultimately giving the bike a second life. For
the people in these communities, a reliable bike is essential
for their livelihoods and Halfords is well-placed to provide
this support.
We encourage our customers to donate their old bikes at our
stores, which are then transported to our central distribution
centre before being shipped to the main Re-Cycle hub. When
the bikes are received at Re-Cycle, they are assessed for
quality and suitability to send to Africa. They are then sent
to Re-Cycle’s Africa Partners and ‘prepped’ by an amazing
team of volunteers, before being taken to communities
in desperate need. Re-Cycle has a zero-waste policy and
any parts or components that cannot be repurposed or
reused are recycled. This is very much aligned with our own
ambitions to reduce products and packaging ending up in
landfill and is a great example of how a circular economy
can help benefit the planet in various ways. Read more here:
https://re-cycle.org/about-us/
Project Krizevac is achieving lasting, enterprising change
in some of the most disadvantaged areas of Africa. They
provide high quality education, set up enterprises and
support the most vulnerable. Part of this is the ‘Cycle of Good’
project which employs over 30 Malawian tailors full-time
who earn a good wage and support their families without
help of donations. The bikes and parts, such as waste inner
tubes and other materials saved from landfill, are shipped
in containers to Malawi where tailors carefully craft what
was waste into useful and beautiful items. Read more here:
https://www.cycleofgood.com/our-story/
Across the last year, we have donated over 20,000 bikes to
these charities and are proud to be partners with all of them.
Link to
CASE STUDY
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Product, Packaging
and Waste Management
Our Ambition
“Minimise our environmental impact and increase our transparency
whilst continuing to pursue sustainability opportunities within our
product portfolio.”
Overview
Halfords has a rich heritage as a destination
for cycling and motoring services,
maintenance and repair. Through its full
estate, Halfords is responsible for millions
of repairs each year and therefore plays an
important role in enhancing the longevity of
products and promoting a circular economy.
We will expand these strengths to offer this
industry-leading service in the emerging
E-mobility market, to reduce the impact of
full-product replacements by upskilling our
store colleagues in service and repairs –
leading to a better customer experience and
reduced environmental impact.
Progress in FY24
Product and Packaging
Our strategy focusses on the principles
of Reduce, Reuse, Recycle and we have
seen good success in establishing a strong
recycling economy. We encourage our
customers to bring in a range of products
to our stores for recycling, whilst our WeFit
Service means that colleagues can recycle
such items directly, without customers having
to take them home. Recycled products in
store include car batteries and cycle inner
tubes, whilst 396,000 wiper blades were
recycled in FY24.
Our Bike Xchange programme continues to
see a strong response from customers. The
scheme allows customers to trade in their
old bikes for vouchers to buy new ones. Over
16,000 bikes have been returned via our
Bike Xchange programme this year, having
extended the proposition to online, which
has significantly boosted the scheme. Any
of the trade-in bikes which are not resold
to customers are donated to our charity
partners Re-Cycle and Krisevac. During the
year, over 20,000 bikes were donated to
these charities.
We continue to make significant progress in
improving the environmental credentials of
our packaging. For our own-label products,
the amount of responsibly-sourced packaging
increased to 30%, meaning that it is either
recyclable, compostable, biodegradable, or
made from renewable or recycled materials.
Furthermore, we removed 5.4 million items of
plastic from our own-brand packaging, such
as plastic trays, zip ties, and lids. This has
saved over 29 tonnes of plastic waste.
In addition to removing plastic from our
packaging, we are also reducing the amount
of virgin plastic we use. Virgin plastic is
made from fossil fuels and contributes to
greenhouse gas emissions and climate
change. We have reduced virgin plastic in our
packaging by 41% since our FY20 baseline,
by swapping to plastic alternatives or using
lightweighting techniques to reduce the
amount of plastic used in each item.
Accurate data is key to driving innovation
and improvement in our packaging. We
have collected component-level packaging
data for our own-label packaging, having
analysed the weight, material, recyclability,
and carbon impact of each packaging
component for over 10,000 products. This
has enabled us to identify opportunities for
optimisation, redesign, and substitution of
packaging materials.
Waste Management
Halfords is committed to minimising the
impact of waste on the environment by
promoting and facilitating the waste hierarchy
through prioritising reduce, reuse and recycle,
and, where necessary, managing waste
disposal in a responsible and compliant
manner. During FY24, our total waste tonnage
was 47,688.
Our recycling rate fell from 56% to 51%,
with incineration increasing from 44% to
49%, almost all of which is done with energy
recovery. We are working with a major tyre
processing business who has a leading role
in the development of a pyrolysis solution,
which we believe will significantly increase
tyre recycling and our overall recycling rates.
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Waste going to landfill makes up less than
1% of total waste, now limited to Automotive
lead battery waste sludge, which is a
by-product of the recycling process.
Waste solutions
Recycled 51%
Landfill 0.1%
Incinerated with energy recovery 48%
Incinerated without energy recovery 1%
Responsible Sourcing
We are committed to maintaining high
ethical standards within the supply chain. We
updated our Global Sourcing Code (“Code”)
in FY23, which sets out the principles that are
instrumental in enabling our commercial and
responsible sourcing goals.
Our Code also works to raise global supply
chain standards and positively enhance
the lives of the many people working in our
global supply chain. Our Code supports our
commitment to respect human rights and
uphold international standards, including
the United Nations (“UN”) Guiding Principles
on Business and Human Rights and the
Organisation for Economic Cooperation
and Development (“OECD”) Guidelines for
Multinational Enterprises. Our commitment
to respect human rights is based on the
International Bill of Human Rights consisting
of the Universal Declaration of Human
Rights, the International Covenant on Civil
and Political Rights and the International
Covenant on Economic, Social and Cultural
Rights; and the International Labour
Organization’s (“ILO”) Declaration on
Fundamental Principles and Rights at Work.
The Code details the minimum standards
we expect our suppliers to adhere to and, in
turn, ensure that their own business partners
meet similar standards. Our Code covers
expectations in the areas of environmental
management, responsible sourcing of
materials, safe working practices and
human rights.
Over 80% of our suppliers (by spend) have
so far signed up to our Global Sourcing
Code. We monitor our suppliers’ compliance
with the Code through audits, inspections,
and feedback mechanisms, and we provide
them with training and support to help them
meet our expectations. Continued non-
compliance will lead to us ending a supplier
relationship but our strong preference is
to work in partnership with our suppliers
to make improvements and help them to
adhere to the code. We encourage a culture
of ‘speaking up’ and expect our suppliers
and their workers to do so in confidence and
without fear of retaliation.
Due Diligence
We have implemented the EcoVadis platform
to collect a series of data points relating to
responsible sourcing practices, including
for example, areas such as environmental
management, ethics, labour practices, and
human rights. The EcoVadis scorecard helps
to inform our own due diligence process,
highlighting good practice and where
there may be greater need for auditing,
remediation or corrective action. We apply a
risk-based (or tiered) approach to assessing
and auditing our suppliers. For Tier 1
suppliers, which are those operating in higher
risk countries, we conduct in-depth audits,
including in-person factory visits, confirming
compliance every two years as standard, and
every year for bike suppliers. Tier 2 suppliers
are generally own-brand manufacturers
operating in low-risk countries. For these, we
may accept an alternative audit report as a
means of validating compliance, and we will
accept a reduced frequency of audit. Tier
3 suppliers are proprietary branded goods
for resale. We currently have over 80% of
suppliers by spend on the EcoVadis platform.
CASE STUDY
Plastic Packaging
Our Packaging and Bike design teams led a
project to identify opportunities to reduce bike
packaging for our adult mechanical bike range.
We focussed on our popular Carrera Vengeance mountain
bike, which we identified had 28 separate items of plastic in its
packaging.
We have now reduced this to 11 items of plastic (for now), a 62%
reduction, which will save 6 tonnes of material and 1.7 million
items of plastic. These changes will be rolled out across other bike
suppliers in FY25.
This has also saved time for those colleagues who assemble bikes
for customers, improving their experience and reducing costs.
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Performance Data
Carbon Emissions
Unit
FY20
(baseline)
FY23
FY24
Comments
Gas consumption
(+acquisitions for rebaselining
of FY20 emissions)
tonnes
11,749
(+95)
8,880
7,799
12% reduction driven by energy management initiatives.
Gas consumption
kWh
63,902,230
48,649,459
42,634,183
Vehicles on Company business
(+acquisitions for rebaselining
of FY20 emissions)
tonnes
2,547
(+2,499)
6,315
7,401
Increase due to inclusion of vans from acquired Lodge
business. Excluding Lodge, emissions reduced by c. 9%.
Total Scope 1 (rebaselined FY20)
tonnes
16,890
14,233
15,200
Electricity consumption
(+acquisitions for rebaselining of
FY20 emissions)
tonnes
13,473
(+1,436)
8,095
9,020
Electricity consumption
kWh 52,712,652
41,858,265
43,560,004
FY24 increase driven by inclusion of Lodge, but 17%
below FY20.
Renewable energy
(% of Group needs)
%
0
76
88
Backed by REGO certificates
Total Scope 2 (location based)
tonnes
14,909
8,095
9,020
Total Scope 1 and Scope 2
tonnes
31,799
22,328
24,220
tCO2e per £1m Group revenue
tonnes
27.8
14.0
14.3
49% below the FY20 baseline.
Note: Scope 2 emissions are calculated on a location-based approach. FY24 Scope 2 emissions calculated on a market-based approach are 1,116 tCO2e.
Rebaselining calculations for Scope 1 and 2 was completed using intensity metrics in the absence of FY20 carbon emissions data for acquisitions.
Note: in the FY23 Annual Report and Accounts, the total scope 1 and 2 emissions figure was reported incorrectly as 23,290 tonnes. This has been corrected to 22,328 in the above
table. The intensity metric below that row of 14.0 replaces the previously reported incorrect figure of 14.6.
Total Scope 3 (see page 61 for detailed breakdown).
Unit
FY23
FY24
Comments
Water
Water consumption
m3
249,130
245,254
1.6% reduction year-on-year.
Waste
Total waste
tonnes
43,542
47,688
Approximately half of the increase in total waste is due
to an increase of general waste in Autocentres, which
is driven by the organic and inorganic growth of the
segment. We have seen a reduction in incineration
without energy recovery and landfill is limited to
Automotive lead battery waste sludge, which is a by-
product of the recycling process.
Waste recycled
tonnes
24,274
24,075
Waste incinerated with energy recovery
tonnes
14,707
23,030
Waste incinerated without energy recovery
tonnes
4,282
528
Waste to landfill
tonnes
239
54
Product
Bikes returned through
Bike Xchange and resold
Number
11,047
6,378
Decrease driven by market volume decline
Bikes donated to charity partners
Number
8,543
20,385
Significant increase driven by more trade-in events
Packaging
Reduction in consumer-facing virgin plastic
(vs. FY20)
%
37.5
41.0
A significant success in FY24 was 28 tonnes of plastic
reduction in bulb packaging.
Occupational Health and Safety
Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations
(“RIDDOR”)
Number
34
47
Ethics Training
All FCA training, including Conduct Rules,
Treating Customers Fairly
and Vulnerable Customers.
%
Completion
76
94
Anti-bribery
%
Completion
70
70
Competition Law
%
Completion
64
66
Modern Slavery
%
Completion
88
37
Reduction due to the training course being opened up to
the entire colleague base
68
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
OUR ESG
STRATEGY
Halfords Group plc Board of Directors
ESG Committee
Audit Committee
Remuneration
Committee
ESG Board
The following disclosure is consistent with the recommendations of the
Taskforce on Climate Related Financial Disclosure (“TCFD”) as stated
in the listing rule LR 9.8.6(8)R.
This is our third year of disclosure under
TCFD and whilst improvements have
been made, we will continue to seek ways
to enhance our climate disclosures. We
recognise that climate change poses both
risks and opportunities to our strategy and
operations and as a result, this is included
as a principal risk within our Annual Report
and Accounts.
1. Governance
The Board oversees our approach to climate
change and its impact on strategic decisions
and is committed to reducing the impact
of climate change on our operations whilst
monitoring the opportunities that it presents.
The ESG Committee is a committee of the
Board, comprised of three Non-Executive
Directors, and offers advice and guidance
to the business based on a wealth of
experience. The ESG Committee met three
times during FY24. The Executive Team
are ultimately responsible for the day-to-
day management of the ESG programme.
They, alongside colleagues in key ESG roles,
form the ESG Board, which meets regularly
and is focussed on the delivery of our ESG
strategy and the management of emerging
risks and opportunities. The ESG Board met
seven times during FY24. Members of the
ESG Board regularly attend ESG Committee
meetings to provide important updates on
the ESG programme. Climate-related risks
are monitored through our risk management
process, which is overseen by the Audit
Committee, with Climate Change and
Electrification designated as a Principal Risk.
Financial, Operational, Strategic and Brand
impact are all considered when prioritising
risks and opportunities.
This year, we conducted Board training on the
current landscape of sustainability reporting
and disclosures, including the likely direction
of travel in the coming years.
The Board contributed to discussions on
the steps required to mitigate climate risk,
which were identified through our scenario
analysis. These discussions contributed
to the further development of our strategy
on electrification, which was presented
to investors at our Capital Markets Day
in April 2023. Our Electrification strategy,
which is a response to the transitional risk
of combustion engine cars being replaced
by electric alternatives, is our most material
risk but also a significant opportunity for the
Group to establish itself as a market leader
in servicing Electric vehicles. At this time, the
Board does not believe other climate risks,
such as extreme weather events, have a
material impact on financial forecasts, but this
will be kept under constant review.
Looking ahead, we will continue to upskill the
Board, senior leaders and other colleagues
on Climate Change matters, including how
the Group responds to emerging risks
and opportunities.
2. Strategy
In response to climate change, the UK
Government had previously set a policy to
ban the sale of new Internal Combustion
Engine (“ICE”) vehicles from 2030. During the
last year, the Government has postponed
the date to 2035. This does not change our
focus on the importance of lower-carbon
forms of transport, however the business will
need to adapt its pace of change if consumer
adoption slows.
Both our Corporate and ESG strategies are
closely focussed on the growth of E-mobility
and we have set out our ambitions to lead the
market in Electric Servicing as the UK shifts
towards more sustainable mobility options,
specifically EVs, E-bikes and E-scooters.
We have also committed to providing
industry-leading training to our colleagues
to better support customers as they make
the switch to electric. Further information is
available in the Electrification segment of our
ESG Report.
The acceleration of our strategy – to evolve
into a consumer and B2B services-focussed
business – also positions us well for any
climate-related changes in the future with
service-led markets being significantly more
resilient than product-based ones, e.g. not
reliant on complex supply chains.
As we progress and better understand the
impact of climate change on our business,
and the demands of our key stakeholders,
we commit, via our ESG Board, to regularly
reviewing our strategy and ensuring that we
adapt it appropriately to mitigate the risks and
leverage the opportunities that emerge.
Risks and Opportunities
Risks and opportunities relating to Climate
Change are identified through an approach
that aligns with the Group’s principal risk
process. Internal stakeholders, starting
with the ESG Board but also engaging
relevant subject matter experts in the
business, are consulted on identifying the
risks and opportunities, their potential to
have a material impact, and our mitigating
response. The output of this process is
summarised below, detailing the key risks and
opportunities that we face. The Board deems
these key risks and opportunities to remain
the same for the current year. They are split
into two areas:
• Transitional risks are those associated with
policy, technology, and market changes
due to the transition to a lower-carbon
economy.
• Physical risks describe the physical
impacts of climate change, which include
event-driven impacts (acute) and longer-
term shifts in climate patterns (chronic).
halfords.annualreport2024.com
69
STRATEGIC
REPORT
TCFD
Description
Area
Timeframe
Risk/Opportunity
Transition
The UK Government’s ban
on the sale of new petrol/
diesel vehicles by 2035 will
necessitate a change in the
products and services we
offer. This represents both
risk (e.g. reduced demand for
engine oils) and opportunity
(e.g. Electric Vehicle servicing
and E-bikes).
Political
and Legal
Medium-Long
Risk and Opportunity
Consumers will increasingly
look for more sustainable
products and services. A
failure to respond to this
demand could lead to a
loss in brand consideration,
market position and revenue,
however an opportunity
exists to innovate and take
market share in an emerging
market.
Market
Short-Medium
Risk and Opportunity
Failure to deliver against our
climate strategy and net
zero targets, leading to a
loss in confidence from our
stakeholders and potential
reputational damage.
Reputational
Medium-Long
Risk
Physical
Disruption of either
supply chains, operations
or customers due to
infrastructure damage from
extreme weather events.
Acute and
Chronic
Medium
Risk
Should winter in the UK
become milder and wetter,
this could adversely impact
demand for certain products,
such as car cleaning,
batteries and de-icer.
Chronic
Medium
Risk
Our timeframes considered are as follows:
Short-Term 1-3 years; Medium-Term
3-10 years; Long-Term 10-25 years.
We consider all climate-related risks and
opportunities as part of our risk management
process and, where material impacts
are identified, put in place the necessary
mitigations to offset the impact at the
appropriate time. No such material impacts
have yet been identified. Climate-related
opportunities continue to be monitored and
our strategy adjusted to take advantage
of such opportunities. For example, at
our Capital Markets Day in April 2023 we
discussed the Group’s strategic focus on
electric forms of transport in response, in
part, to the risks stated above.
Scenario Analysis
We have carried out detailed quantitative
scenario analysis over four key climate-
related risks and opportunities to explore the
potential range of climate-related outcomes
and financial impact to the business. In
alignment with the TCFD recommendations,
1.5°C, <2°C, 2-3°C and 4°C scenarios have
been selected for timeframes 2030 and
2050. (Note: 1.5°C scenario was only for
transition risk and 4°C scenario was only for
physical risk.)
We selected the Future Energy Scenarios
from the National Grid to model transition
risks, and the IPCC’s Shared Socioeconomic
Pathways (“SSP”) scenarios to model physical
risks. We chose the Future Energy Scenarios
as these are grounded in the current
characteristics of the UK’s transportation
system and take into account legislation
on the ban of new petrol/diesel cars in the
UK. Data from Jupiter Intelligence was used
to model the physical risks for a sample of
Halfords sites.
Note: For transition risk, scenario analysis
was conducted to assess how climate
change and the transition to a lower carbon
economy could impact motoring and EV
products and servicing at Halfords. This was
only conducted on the Motoring element of
Halfords’ business.
70
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
TCFD
Potential impact on business
Halfords Response
Mitigations / Reinforcements
Transition
Lower demand due to
EV transition
Note: Scenario analysis
was prioritised on
motoring products
and services as it is
recognised that the
insights are important to
guide Halfords’ strategic
direction moving forward.
• Reductions in Motoring
services revenues are driven
by the assumed lower cost
per serviced EV but are also
influenced by a changing total
vehicle stock.
• Reductions in Motoring product
revenues are driven by selling
fewer maintenance-related
products for EVs compared
with internal combustion engine
(“ICE”) vehicles.
Vehicle servicing currently
represents a very small proportion
of total Group sales (low single
digit percentages). The assumed
lower EV servicing costs do not
account for the opportunity to
increase the volume of serviced
vehicles due to reduced turn-
around time or the potential need
to increase prices due to the
specialist skillset required for EV
servicing. Further, other revenue
streams are likely to increase,
such as tyres due to the heavier
degradation associated with EVs.
Despite only making up a fraction
of overall revenue, we feel we’re
well positioned to manage this risk
and associated opportunities.
• Continue to grow share in areas
of the market which are not
impacted by fuel type.
• Ensure buying teams are kept
up to date with latest product
trends to mitigate products
revenue loss from lower BEV
product sales.
• Monitor the regulatory
environment for changes
to policies around e.g. sale of
ICE vehicles, tax breaks for
e-mobility or infrastructure
developments.
• Monitor market for EVs both
from a manufacturing side
and consumer uptake side so
Halfords can appropriately shift
its business model to account
for the rise of e-mobility,
increasing volume to counter
lower profitability per unit under
current business models.
Electric Vehicle
Technical Skills
• As the number of EVs increases,
the number of EV technicians
must also increase.
• In every scenario, all servicing
will be 100% electric by 2050.
We recognise the need to upskill
EV servicing technicians and are
already making good progress
with our training programme. We
continued the #Plugtheskillsgap
campaign, calling on the industry
to train EV technicians to meet the
needs of EV servicing.
We believe we’re well positioned to
manage this risk.
• Keep technicians up to date with
the latest developments in EV
servicing.
• Continue supporting
customer education on
e-mobility to allow them to make
more sustainable choices, whilst
making the transition simple and
convenient.
• Partnerships to advance
e-mobility and create new
market opportunities.
halfords.annualreport2024.com
71
STRATEGIC
REPORT
Potential impact on business
Halfords Response
Mitigations / Reinforcements
Physical
Extreme
Weather Events
Note: Analysis carried
out on select Halfords
UK and supplier sites
only, i.e. sites with the
most material impact on
Halfords operations.
• Significant and diverse risks
to our physical sites due to
extreme weather.
• Increased flooding in the UK and
increased heat in South East
Asia are most prominent risks.
• All scenarios suggest an
increased magnitude of floods
with more damage to contents
and inventory.
Whilst only a small number of our
sites were deemed as being high
risk to flooding, we recognise the
potential for supply disruption due
the flooding and extreme weather.
We are working with our suppliers
to better understand their climate
resilience and carbon reduction
strategies. This information and
data collection will support further
scenario analysis to gain a more
complete picture of this risk. We
consider ourselves well placed to
manage this risk.
• Work with insurance providers
to ensure our estate is covered
with adequate weather-related
cover and importantly any
necessary structural amends
are prioritised for sites at
potential risk.
• Work with suppliers to
better understand climate risk
management and resilience
within key supply areas.
• Assign accountability for
assessing and managing risks.
• Integrate physical risk
assessment into core risk
management processes.
• Improve data collection
to increase the accuracy of
scenario analysis and expand
scope of analysis.
Increased
Temperatures
• Climate change will cause
hotter, longer summers and
milder winters resulting in
risks and opportunities for
our product and servicing
categories which correlate to
temperature.
• All scenarios suggest relatively
low impact to overall revenue
due to the balance of positive
and negative changes.
We recognise the potential for
peaks in demand for product
ranges that are more receptive
to warmer climates and the
opportunity this presents. We are
well-positioned to realise these
opportunities and will continue
analysis for additional product
ranges in this area.
• Monitor the markets to ensure
buying teams are kept up to
date with projections of the
impact on product sales.
• Expand analysis for additional
product areas.
• Assess supply chain
resilience against the projected
demand increases and identify
potential periods of supply chain
stress.
The next stage of scenario analysis, in which we will overlay Halfords-specific data and financials, was deprioritised in FY24. This was in part
due to our expectations that new reporting frameworks will be announced during 2024 and we will need to ensure we comply with these new
frameworks before undertaking a thorough analysis of future scenarios.
72
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
TCFD
3. Risk and Opportunity
Management
Climate change is one of our Principal Risks,
recognising the urgency of the climate crisis,
the increasing demands from stakeholders
and the forthcoming introduction of new
regulatory obligations and reporting
requirements. As such the risk management
process for climate change is now in line with
how we manage our other Principal Risks,
using the same likelihood and impact criteria.
Climate change related risks have been
assessed in detail through the scenario
analysis described in the Strategy section of
the TCFD Report and, whilst extreme weather
events could impact a small subset of
Halfords stores and garages across the UK,
our most material risks and opportunities are
transitional, relating to the evolving regulatory
landscape. More sustainable mobility options,
including Electric Vehicles and E-Bikes, are
going to be crucial over the next decade as
the country prepares for the shift away from
conventional fuel sources and transitions to
a lower carbon economy. This transition will
impact our motoring and cycling business
in the short-, medium- and long-term, with
increasing magnitude over time.
Our principal climate-related risks and
opportunities, which are transitional rather
than physical, are:
• The UK Government’s ban on the sale of
new petrol/diesel vehicles by 2035 will
necessitate a change in the products and
services we offer. This represents both risk
(e.g. reduced demand for engine oils) and
opportunity (e.g. Electric Vehicle servicing
and E-bikes).
• Consumers will increasingly look for more
sustainable products and services. A
failure to respond to this demand could
lead to a loss in brand consideration,
market position and revenue, however an
opportunity exists to innovate and take
market share in growing markets.
• Failure to deliver against our climate
strategy and net zero targets, leading to a
loss in confidence from our stakeholders
and potential reputational damage.
During the year, we updated our Principal
Risk relating to ‘Climate Change and
Electrification’, details of which can be found
on page 85. We will continue to monitor
climate-related risks and opportunities
regularly, whilst ensuring that mitigation
measures are incorporated into our strategic
plans appropriately. We will also increase the
frequency and depth of our conversations
with suppliers on their own climate risk
management.
halfords.annualreport2024.com
73
STRATEGIC
REPORT
4. Metrics and Targets
The Group sets out below the KPIs and metrics most closely aligned to the Principal Risk relating to Climate Change and Electrification,
as described earlier in this TCFD Report. Further environmental metrics are shared on page 68 of this Annual Report.
Target
Progress
Scope 1 and Scope 2
emissions
Commit to a 1.5ºC-aligned target across our
own operations (Scope 1 and Scope 2) by 2030,
reducing our emissions by at least 42% in this time
period (vs. FY20 baseline).
24% reduction since FY20 baseline and 49%
reduction on a tCO2e per £1m of revenue basis.
Further information on pages 60 and 61.
Scope 3 emissions
Engage with 67% of our suppliers (by emissions),
with the objective of them having science-based
targets of their own by the start of 2026. This target
covers our Scope 3 emissions.
Reduce absolute scope 3 emissions by 25% by
2030 from purchased goods and services, capital
goods and upstream transportation.
We significantly improved the reporting accuracy
of Scope 3 emissions, with over 90% now linked
to volumetric data and emissions factors from
respected databases.
EV Resource and
Capability
We plan to increase resource and capability in our
stores and garages with 100% of our technicians
trained to service EVs in the mid-long term.
14% reduction vs. FY23
Further information on page 58.
EV Service Locations
Grow the number of fixed and mobile Electric Mobility
servicing locations.
Broadly flat versus FY23, reducing by one to 274.
Our Scope 1 and Scope 2 target was aligned
with the more ambitious target set out in the
Paris 2015 agreement; to limit global warming
to 1.5ºC. We have made good progress
against this, having reduced our Scope 1
and Scope 2 emissions by 24% compared
to our FY20 baseline, despite acquisitions
and rapid growth of our mobile van fleet.
We recognise that reductions in Scope 1
emissions can often result in increases in
Scope 2. The procurement of renewable
energy is an important part of our strategy
in this respect, but we also continue to seek
ways of reducing overall consumption. The
Board is mindful of the incremental cost of
procuring renewable energy and will continue
to appropriately balance this with our
emissions targets.
We significantly improved Scope 3 reporting
accuracy through a six-month project,
working alongside industry experts, Carbon
Trust. Over 90% of our Scope 3 emissions
data is now linked to volumetric data and
emissions factors from respected databases.
We will use this improved data to support our
Net Zero roadmap, providing detail on which
tasks we will undertake to transition to a lower
carbon economy, aligned to the Transition
Plan Taskforce (“TPT”) Disclosure Framework.
We continue to invest in equipment and
colleague training to ensure we have a
sufficient number of garages capable
of providing EV servicing. Due in part to
colleague attrition, the number of EV-trained
colleagues reduced by 14% to 414, whilst the
number of EV-ready garages was broadly flat,
at 274. Our historically significant investment
in EV servicing means that Halfords is very
well positioned to lead the market, but the
pace of change in the UK vehicle market has
slowed this year. The Government’s decision
in September 2023 to postpone the ban
on new petrol and diesel cars and vans by
five years could slow down the adoption
of electric vehicles. Halfords strategy for
Electrification is to lead the market in EV
Servicing, but the speed at which it rolls-out
EV servicing capability across the business
will be proportionate to the pace of change in
the UK vehicle market.
74
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
TCFD
STRATEGIC
REPORT
75
halfords.annualreport2024.com
Reportable Segments
The Group has two reportable segments,
Retail and Autocentres, which are the Group’s
strategic business units. The strategic
business units offer different products
and services, and are managed separately
because they require different operational,
technological and marketing strategies.
The operations of the Retail reporting
segment comprise the retailing of
automotive, leisure and cycling products
and services through retail stores.
The operations of the Autocentres reporting
segment comprise vehicle servicing
and repair performed from garages and
vans, along with the operations of Avayler
Software-as-a-Service products to both
internal and external customers.
The “FY24” accounting period represents
trading for the 52 weeks to 29 March 2024
(“the financial period”). The comparator
period, “FY23”, represents trading for the
52 weeks to 31 March 2023. All numbers
shown reflect continuing operations
and are on a post-IFRS 16 basis and
before non-underlying items, unless
otherwise stated.
In what has been a volatile macroeconomic
environment we have delivered strong
revenue growth, demonstrating the resilience
of our strategically important Services and
B2B businesses.
Jo Hartley
Chief Financial Officer
Delivering strong
revenue growth and
a resilient profit
performance
76
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CHIEF FINANCIAL
OFFICER’S STATEMENT
Group Financial Results
FY24
(52 weeks)
£m
FY23*
(52 weeks)
£m
FY24 versus
FY23
change
Group Revenue
1,696.5
1,572.7
7.9%
Group Gross Profit
822.6
768.8
7.0%
Underlying EBIT
56.2
58.9
-4.6%
Underlying EBITDA
183.4
182.5
0.5%
Net Finance Expense
(13.1)
(12.1)
8.3%
Underlying Profit Before Tax
43.1
46.8
-7.9%
Net Non-Underlying Items
(4.3)
(7.8)
-44.9%
Profit Before Tax
38.8
39.0
-0.5%
Income tax expense
(9.8)
(8.1)
Loss after tax from discontinued operations
(12.1)
(2.8)
Total Profit for the period
(continuing and discontinued)
16.9
28.1
-39.9
Underlying Basic Earnings per Share
(continuing and discontinued)
12.2p
16.1p
-23.6%
*
Restated, see Note 30 in the financial statements
During FY24, we committed to close our tyre supply chain operation, outsourcing the activity
to a third-party, Bond International. The closed operations (Viking and BDL) have been
classified as ‘Discontinued’ in our accounts for both the FY24 reported period and the FY23
comparator. However, the total (Continuing and Discontinued) result of the Group is a more
accurate comparison to previous market guidance. It is also more reflective of ongoing profit
because it includes the ongoing cost of running the tyre supply chain, which in future will
be outsourced to Bond International (with incremental cost savings for Halfords). We have,
therefore, also presented the total Underlying Profit Before Tax (“PBT”) in this report where
relevant. A reconciliation of Underlying PBT, from Continuing Operations to the total result, is
provided in the table below, with further disclosure in the Glossary of Alternative Performance
Measures on page 225.
£m
FY24
FY23
Change %
Underlying PBT (from Continuing Operations)
43.1
46.8
-7.9%
Underlying loss before tax from Discontinued Operations
(7.0)
(2.6)
Underlying PBT – Total Result
(comparable to previous market guidance)
36.1
44.2
-18.3%
FY24 underlying profit before tax (“PBT”), from continuing operations, was £43.1m,
-£3.7m (-7.9%) vs. the prior period. On a total basis, including all operations, underlying PBT
was £36.1m.
Group revenue of £1,696.5 was +7.9% ahead of last year and +5.0% on a like-for-like (“LFL”)
basis. Growth was driven by price inflation and volume market share gains, with the externally
measured overall Cycling and Consumer Tyres markets declining in volume terms year-on-
year. The Cycling and Consumer Tyres markets were particularly weak and remain depressed
versus pre-COVID-19 levels, down c. 30% and c. 14% respectively. Total Revenue comprised
Retail revenue of £997.1m and Autocentres revenue of £699.4m. Retail revenues grew +2.0%
(+£17.5m) versus FY23, a resilient performance in challenging markets.
Motoring LFL of +4.9% was much stronger than Cycling LFL of -2.8%, reflecting a stronger
performance in needs-based categories. Autocentre revenue was up +10.7% on a LFL
basis, driven by market share gains in both Motoring Servicing and Consumer Tyres. The
annualisation of the Lodge acquisition brought total revenue growth to +17.6% in FY24.
The Chief Executive’s Statement contains detailed commentary on the trading and market
performance in the year.
The Group gross margin % was 48.5%, 40 basis points (“bps”) lower than last year. A very
strong performance in Autocentres, up 180 bps, was offset by a 190 bps decline in Retail.
Further explanations in each segment are provided below.
Underlying Profit Before Tax
£43.1m
Dividend Per Share
(Full-Year)
8.0p
Total operating costs were £766.4m, of which
Retail comprised £430.4m, Autocentres
£330.3m and unallocated costs £5.7m.
Unallocated costs represent amortisation
charges in respect of intangible assets
acquired through business combinations.
Group operating costs increased by +8.0%
in the year, slightly more than total revenue
growth of +7.9%, and as a result, operating
costs as a percentage of revenue increased
from 45.1% to 45.2%. Of the +8.0%
year-on-year increase, +1.7% was due to
the annualisation of the Lodge acquisition,
which was completed in October 2022. The
remaining increase was driven by several
factors, including significant cost inflation in
energy and labour, and investment to support
the growth of the business.
Group Underlying EBIT decreased by -4.6%
to £56.2m, whilst net finance expense
of £13.1m was 8.3% higher than FY23,
reflecting higher interest rates and debt
levels. Underlying Profit Before Tax for the
year decreased -7.9% vs FY23.
Non-underlying items from Continuing
Operations totalled a £4.3m debit in the year,
further details of which are provided below.
FY23 non-underlying items totalled a net
debit of £7.8m, comprised of restructuring
costs, acquisition costs and the costs
associated with property closures. After
non-underlying items, Group Profit Before
Tax from Continuing Operations was £38.8m,
-0.5% lower than last year.
halfords.annualreport2024.com
77
STRATEGIC
REPORT
Autocentres
FY24
(52 weeks)
£m
FY23
(52 weeks)
£m
FY24 versus
FY23 change
%
Revenue
699.4
594.8
+17.6%
Gross Profit
351.1
288.0
+21.9%
Gross Margin %
50.2%
48.4%
+180 bps
Operating Costs
(330.3)
(282.3)
+17.0%
Underlying EBIT
20.8
5.7
+264.7%
Non-underlying items
(2.8)
(7.1)
EBIT
18.0
(1.4)
Underlying EBITDA
60.2
41.9
+43.7%
*
Restated, see Note 30 in the financial statements. FY23 has also been restated for comparability following a change
in categorisations of supplier income in FY24 the impact on FY23 is a decrease in Gross profit of £4.7m and a
corresponding reduction in operating costs. There is no impact on the overall Group results from this adjustment.
Reconciliation of Underlying EBIT:
£m
FY24
FY23
Change %
Underlying PBT (from Continuing Operations)
20.8
5.7
+264.7%
Underlying loss before tax from Discontinued Operations
(7.0)
(2.6)
Underlying EBIT – Total Result (Continuing plus
Discontinued operations)
13.8
3.1
+345.2%
Overall revenue growth in FY24 was once again very strong, up +17.6% year-on-year and
+10.7% on a LFL basis. Non-LFL growth came from the annualisation of the Lodge acquisition
that was completed in October 2022.
LFL growth was strong in all three Autocentres businesses: Consumer Garages and Vans,
Commercial Fleet Services (“CFS”), and Avayler. In Consumer Garages, we took share in both
the Tyres and Servicing markets. CFS revenues grew +5.3% on a LFL basis, leveraging its
scale and national presence to win new contracts. For Avayler, revenue increased to £6.6m in
FY24, including the recognition of intercompany sales to other Halfords Group companies.
The business signed agreements with four new customers in the period, including a 15-year
commercial agreement with Bridgestone.
Autocentres’ gross margin of 50.2% was 180 basis points higher than FY23. The success
of our Better Buying programme and several pricing initiatives more than offset the dilutive
impact of the Lodge acquisition.
Operating costs were £330.3m, +£48.0m (+17.0%) higher than FY23. Of this increase, +4.2%
was due to the annualisation of the Lodge acquisition, with the remaining increase due to the
impacts of inflation on staff and store operations costs. The total increase in operating costs
was lower than total revenue growth, resulting in operating costs as a percentage of revenue
decreasing from 47.5% to 47.2%, with cost savings partly offsetting inflation.
Autocentres’ underlying EBIT (Continuing Operations) was £20.8m, a significant increase on
£5.7m in FY23. Including Discontinued Operations, FY24 EBIT was £13.8m, again a significant
increase on FY23 of £3.1m. This excellent performance reflected the delivery of several
initiatives in our Consumer Garages and Vans business, including improved utilisation of
colleagues and garage capacity, the launch of dynamic pricing for MOT and tyre bookings, and
an improved customer proposition for same-day tyre fitting.
Retail
FY24
(52 weeks)
£m
FY23
(52 weeks)
£m
FY24 versus
FY23 Change
%
Revenue
997.1
977.9
+2.0%
Gross Profit
471.5
480.7
(19%)
Gross Margin %
47.3%
49.2%
(190 bps)
Operating Costs
(430.4)
(417.4)
3.1%
Underlying EBIT
41.1
58.6
(29.8%)
Non-underlying items
(1.5)
(0.7)
EBIT
39.6
57.9
(31.6%)
Underlying EBITDA
123.2
140.6
(12.4%)
*
Restated, see Note 30 in the financial statements.
FY23 has also been restated for comparability
following a change in categorisations of supplier
income in FY24 the impact on FY23 is an increase in
Gross profit of £4.7m and a corresponding increase
in operating costs. There is no impact on the overall
Group results from this adjustment.
Revenue of £997.1m was up +1.8% on
the prior year and +2.2% on a LFL basis.
Like-for-like revenues and total sales revenue
mix for the Retail business are split by
category below:
FY24
LFL vs
FY23
(%)
FY24
Total
sales mix
(%)
FY23
Total
sales mix
(%)
Motoring
+4.9%
64.6
63.0
Cycling
(2.8%)
35.4
37.0
Total
+2.2%
100.0
100.0
Retail Motoring saw a resilient revenue
performance, with LFL revenue growth
of +4.9%, significantly better than market
volume growth of +0.9%. Performance was
stronger in the first half at +8.2% LFL, with
slower growth of +1.7% LFL in H2, driven by
milder and wetter weather year-on-year. In
an ongoing cost-of-living crisis, needs based
spend categories performed better, with
3Bs and parts growing strongly but more
discretionary categories such as technology
and touring suffering from weak demand.
LFL revenue decline in Cycling was -2.8%.
Whilst we grew market share, the market itself
was very challenging, with market volumes
declining -4%. Cycling market volumes, as
reported by the Bicycle Association, are now
c.30% below pre-covid levels.
The Motoring sales mix increased to 64.6%
during the year, underlining the importance of
the Group’s strategy.
Gross margin was (190 bps) lower than FY23,
driven by foreign exchange headwinds in
relation to the weakening of Pound Sterling
hedges versus the US dollar, and the dilutive
impact of increased Cycling promotional
activity in response to market consolidation.
This was partly offset by very strong results
from our Better Buying programme.
Retail operating costs before non-underlying
items were £430.4m, +2.0% higher than
the prior year. Significant cost inflation,
notably in energy costs and salary expenses
relating to rises in the national minimum
wage, were offset by cost savings and lower
incentive payments.
Underlying EBIT of £41.1m was (29.8%)
lower than FY23, reflecting declining market
volumes and related margin pressure, FX
headwinds, and significant cost inflation.
78
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CHIEF FINANCIAL
OFFICER’S STATEMENT
Portfolio Management
The total number of fixed stores or garages
within the Group stood at 1,026, with a
further 196 HME vans, 9 Cycling Vans, 495
Commercial vans and 68 vans supporting
mobile tyre fitting in National and Lodge as
at 29 March 2024. The portfolio comprised
387 stores (end of FY23: 395), 90 commercial
garages (end of FY23: 90) and 549 consumer
garages (end of FY23: 552).
The following table outlines the changes in
the portfolio over the year:
Stores
Garages
Vans
Relocations
–
1
–
Leases
renegotiated
43
63
–
Refreshed
–
–
–
Openings/
Acquisitions
–
4
20
Closed
8
7
8
In Retail, eight stores closed during the year.
When analysing the anticipated sales transfer
to other channels and neighbouring stores, it
was considered more profitable to the Group
to close these stores and reduce the overall
cost base.
The number of lease expiries, or breaks under
option, increases significantly within the next
five years. Retail will see more than three
quarters of stores experience optionality
within five years, allowing for a high degree
of flexibility within the estate. The average
remaining lease length in Retail is 2.9 years.
Within Autocentres, four garages were
opened or acquired and seven garages were
closed, taking the total number of Autocentre
garages to 549 as at 29 March 2024 (end of
2023: 552).
With the exception of nine long-leasehold
and three freehold properties in Autocentres,
the Group’s locations are occupied under
short-term leases, the majority of which are
on standard lease terms, typically with a
five to 15 year term at inception and with an
average lease length of under six years.
“Our Autocentres segment continued to grow very
strongly, with revenue up +17.6% and underlying
EBIT more than tripling, demonstrating the
resilience of motoring services and the significant
profit potential of this business. ”
Net Non-Underlying items
The following table outlines the components of the non-underlying items recognised in the
52 weeks ended 29 March 2024:
FY24
£m
FY23
£m
Organisational restructure costs (a)
7.7
6.1
Acquisition and investment-related fees (b)
1.0
1.9
Closure costs (c)
(4.4)
(0.2)
Non-underlying items before tax relating to continuing
operations
4.3
7.8
Tax on non-underlying items (d)
(0.5)
(1.1)
Non-underlying items after tax relating to continuing
operations
3.8
6.7
Non-underlying items after tax relating to discontinued
operations
6.9
0.2
Total Non-underlying items
10.7
6.9
a. During the period organisational restructure costs of £7.7m were incurred. Costs in relation
to these activities comprise:
• £2.0m (2023: £1.6m) linked to the ongoing warehouse management system replacement
programme. This project and associated costs are expected to conclude in FY25;
• £1.9m (2023: £2.9m) of redundancy costs primarily within the support centre;
• £1.9m relating to professional fees incurred on a one-off strategic review of procurement
and related activities undertaken to drive future cost efficiency. The strategic review is
now complete and no further costs will be incurred;
• £1.1m of professional fees incurred in relation to restructuring the Avayler operation.
The restructuring is now complete and no further costs are anticipated;
• £0.5m (2023: £1.2m) due to the new system and financial dual running costs incurred in
relation to the integration of National Tyres; and
• £ 0.3m (2023: £0.4m) relating to master data management systems upgrade. This project
and associated costs are expected to conclude in FY25.
b. Acquisition and investment-related costs of £1.0m (2023: £1.9m) incurred in the period
primarily comprise professional fees and acquisition costs in relation to the acquisitions
of National and the Lodge, where no further costs will be incurred in relation to these
acquisitions.
c. During periods ended 3 April 2020 and 2 April 2021 the Group completed a strategic review
of the profitability of its physical estate and subsequently closed a number of stores and
garages. Assets were impaired and costs associated with ongoing onerous commitments
under lease agreements and other costs associated with the property exits were provided
for. In the current period, £4.4m (2023: £0.2m) was credited to the income statement
within non-underlying items following lease disposals and subsequent review of provisions
required. In future periods, further lease disposals may be negotiated. This may result in
further amounts being released to the income statement due to the significant estimation
uncertainty over the timing of exits and the final negotiated settlements.
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79
STRATEGIC
REPORT
d. The tax credit of £0.5m represents
a tax rate of 11.6% applied to non-
underlying items. The prior period
represents a tax credit at 13.8% applied
to non-underlying items. The effective tax
rate of is lower than the UK corporation
tax rate principally due to the impact of
disallowed expenses being incurred.
Discontinued Operations
On 25 January 2024, the Group announced
its intention to enter into a strategic
partnership with specialist tyre distributor
Bond International and to close its existing
tyre operation. As a consequence, on
22 February 2024, the Group sold Birkenshaw
Distributors Limited (“BDL”) and the wholesale
customers of Stepgrades Motor Accessories
Ltd (“Viking”) to R & R C Bond (Holdings)
Limited (“Bond International”). On 22 March
2024, the remaining principal operations of
Viking ceased.
The events noted above result in Viking
and BDL being treated as a discontinued
operation in the period. The results of the
business have been shown separately
from the continuing business for all
periods and presented on the face of
the income statement and within other
disclosures in the financial statements as a
discontinued operation.
Viking and BDL combined for a £7.0m
pre-tax loss on discontinued operations in
the period (before non-underlying items).
Non-underlying items relating to discontinued
operations amounted to £9.4m, comprising
of £11.9m of organisation restructuring costs
and £2.5m of gains on disposal.
Net Finance Expense
The net finance expense (before non-
underlying items) for the 52 weeks ended
29 March 2024 was £13.1m (FY23: £12.1m)
reflecting an increase in bank interest due to
rate increases and an increase in the overall
debt position.
Taxation
The taxation charge on profit for the
52 weeks ended 29 March 2024 was £10.3m
(2023: £8.2m), including a £0.5m credit
(2023: £1.1m credit) in respect of tax on
non-underlying items. The effective tax rate
of 26.2% (2023: 20.7%) is higher than the
UK corporation tax rate principally due to the
impact of prior period adjustments arising
from a review which led to RDEC and Super
Deduction claims on the Group’s software
expenditure for the periods ending 1 April
2022 and 31 March 2023, offset by non-
deductible depreciation in the period.
Earnings Per Share (“EPS”)
Underlying Basic EPS was 12.2 pence
and after non-underlying items 7.8 pence
(FY23: 16.1 pence and 12.9 pence after
non-underlying items), a –23.6% and -39.5%
movement on the prior year. Basic weighted-
average shares in issue during the year were
217.4m (FY23: 217.4m).
Dividend (“DPS”)
Following the payment of an interim dividend
of 3.0p per share on 19 January 2024, the
Board is proposing an FY24 final dividend of
5.0p per share (FY23: 7.0p per share) which
will absorb an estimated £11.0m (2023:
£15.3m) of shareholders’ funds. It will be
paid on 13 September 2024 to shareholders
who are on the register of members on
9 August 2024.
Capital Expenditure
Capital investment beyond maintenance
expenditure prioritises projects which align
to the Group’s strategy and deliver attractive
returns that exceed the cost of capital.
Capital investment, excluding right of use
assets, in the 52 weeks ended 29 March
2024 totalled £43.7m (FY23: £48.1m)
comprising £22.8m in Retail and £20.9m
in Autocentres. Within Retail, £9.3m (FY23:
£3.6m) was invested in stores and £13.5m
in technology systems, which included the
continued development of the Group’s web
platforms and further investment in our
data capability.
The capital expenditure in Autocentres
principally related to £10.6m on the
replacement of garage equipment
and vehicles, and £10.3m on software
development primarily on our Avayler
platform and further development of our
digital garage workflow system.
Inventories
Group inventory held as at the year-end was
£237.5m (FY23: £256.2m). Retail inventory
decreased to £178.8m (FY23: £202.8m) as a
result of strong stock management.
Autocentres’ inventory increased to £58.7m
(FY23: £53.4m) to support the increased
sales volumes in this segment.
Cashflow and Borrowings
Adjusted Operating Cash Flow was £185.6m
(FY23: £164.4m), reflecting a working capital
inflow of £14.4m, driven by the reduction in
inventory levels in the year. After acquisitions,
taxation, capital expenditure and net finance
costs, Free Cash Flow of £29.4m (FY23:
£2.7m) was generated in the year. Group net
debt was £315.3m (FY23: £348.7m).
Jo Hartley
Chief Financial Officer
17 July 2024
80
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CHIEF FINANCIAL
OFFICER’S STATEMENT
Risk management is intrinsic to the delivery of our purpose, which is
“to inspire and support a lifetime of motoring and cycling”.
Our approach to risk supports informed decision making by identifying, assessing, and responding effectively to threats and opportunities.
The Board oversees the management of risk and the identification of Principal risks and sets and monitors the appetite for risk in the pursuit of
the Group’s strategic objectives.
Risk Management Framework
The Audit Committee, on behalf of the Board, has responsibility for maintaining oversight of the Group’s framework for risk management.
The framework comprises the process for the identification, measurement, response, and continual monitoring and reporting of risk, informed
by a top-down bottom-up governance approach following the three lines model. Applying the risk management framework provides a clear
perspective for the evaluation of risks and opportunities and emerging risks across all our operations.
Risk management governance
Board
• Responsible for risk management.
• Sets and annually reviews the risk appetite for the Group.
• Reviews recommendations from the Audit Committee
and Executive Committee on risk governance and
internal controls.
Executive Committee
Manages the risk management process.
• Responsible for application of risk management.
• Leads and directs achievement of business objectives in line
with policies, procedures, and risk appetite.
• Makes recommendations to the Board on the Group’s
risk appetite, principal risks, controls and mitigations and
emerging risks.
Audit Committee
• On behalf of the Board, has responsibility for maintaining
oversight of the Group’s framework for risk management.
• Assists the Board in achieving its obligations under the
UK Corporate Governance Code (the “Code”) in risk
management and internal control.
Operational Board
Responsible for applying risk management process.
• Provides timely risk management updates to the
Executive Board.
• Applies risk management process (identify, assess, respond
& report) at functional level.
• Maintains risk registers with continuous improvement of
mitigation plans and controls.
Internal Audit and Risk
Independent and objective assurance of
risk management process.
• Completion of annual risk based internal audit plan.
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81
STRATEGIC
REPORT
RISK
MANAGEMENT
Principal Risks
The Audit Committee reviews the effectiveness of the risk management processes and monitors the assessment of the Group’s principal
risks, reflecting on external factors and their impact on strategic priorities. Each principal risk has an Executive owner and is included within
a Corporate Risk Register, which is subject to a “top-down” review. Function risk registers are maintained to provide greater granularity,
a “bottom-up” perspective and a further means to identify emerging risks.
Principal risk changes: The thirteen principal risks identified in FY23 have been condensed into eleven risks in the current year. There are no
other changes to the principal risks.
Emerging Risks
The evolution of risk is actively considered
at Board level and across the senior
management team. Emerging risk is seen as
an undefined risk that may eventually develop
to materially impact the business in the future.
The Audit Committee receives presentations
from contributors to the risk management
process with insight on key risk themes such
as economic, environmental, technological,
societal, and geopolitical risks. Where
appropriate, the views of external subject
matter experts or stakeholders may be sought.
The following emerging risks have been
identified: -
• Generative AI offers great potential for
creativity, automation, and problem-
solving, which could create a competitive
advantage. Its misuse poses significant
risks including misinformation, privacy
breaches, biased outcomes, and security
threats.
• Climate extremes leading to extreme
weather events could impact our
customers, colleagues, and supply
chain partners and lead to different and
more volatile patterns of trade requiring
enhanced operational resilience.
• Rising geopolitical tensions could lead to
supply chain disruption through impacting
transportation costs or the supply of
certain products.
• Market recovery may be slower than
previously anticipated, requiring revisions
to plans and forecasts.
Report and Monitor
Functional and programme risk
registers are monitored, and
movements escalated. The
Executive Board holds a quarterly
Risk Committee to consider risk
trends, performance against
risk appetite and emerging risks.
Performance of the Group’s
risk framework is considered at
each Audit Committee meeting
and principal risks are reviewed
twice annually.
Respond
Risks are reviewed against appetite and
appropriate action is determined. A risk can
be mitigated through the existing control
environment, or adjustments might be required
to improve control effectiveness. In certain
cases, a risk may be accepted in accordance with
appetite guidance.
Identify
To identify risk a top-down and
bottom-up approach is applied
covering all levels of the Group,
from Board and Executive review
of strategy to transformation
programmes and functional
operations. There is regular
review of recorded risks for
changes and the capture of new
risks at the inception of new
projects or processes.
Measure
Risks are reviewed for movements in
impact and likelihood with standardised
scoring applied to track against risk
appetite. The impact of a risk event is
measured against its Financial, Operational,
Compliance or Strategic significance.
Appetite
Risk appetite is an expression of the quantum of risk that the
Group is willing to take to achieve its strategic objectives aligned
with its culture. The Board has determined a risk appetite, reviewed
annually, that articulates the appropriate level of risk that should
be taken in pursuit of the Group’s strategic objectives without
threatening its business model or the long-term interests of
shareholders. Where there has been an increase in a risk that takes
it outside appetite, the risk management governance process will
be applied to assess what response is necessary and whether
additional mitigating actions are required to bring the risk within the
appetite determined by the Board.
A dashboard of risk appetite measures for each principal risk is
reviewed by the Executive Board quarterly. The measures highlight
the trend for principal risks against appetite levels and whether an
adjustment to the risk response is needed to stay within appetite
and on course to achieve our strategic priorities.
Report and Monitor
Appetite
Report
and
Monitor
Identify
Measure
Respond
82
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
PRINCIPAL
RISKS
Capability and capacity to effect change
Risk direction
Failure to build sufficient capacity and capability (in terms of our people, processes, and systems) to successfully
implement the transformation and change required across the business, may result in the expected benefits of our
strategy not being delivered, thereby risking the future sustainability of the business.
Given the material consumer and inflationary headwinds facing the business, risk has increased given the requirement
to focus more resource on business-as-usual trading.
Mitigation
Current year priorities
We have a dedicated Transformation and Change team supported by
experienced Programme and Project Managers to drive the delivery of
change projects.
In line with our IT roadmap, we continually advance the automation of
standardised processes to improve efficiency and consistency, applying a
dedicated project management tool.
An established transformation program management office applies robust
approval processes, allocation of resource, benefit measurement and the
monitoring of progress against the plan for all projects.
Dedicated best practice sessions are routinely held within the
Transformation community to foster a culture of continuous learning and
knowledge-sharing amongst our change professionals.
• FY25 plan deliberately focussed on fewer change
projects.
• External capacity and capability increasingly sought to
support major change projects.
• Comprehensive change management strategy and
plan embedded across the organisation through a
series of workshops and training sessions led by the
Transformation office; for example, launching awareness
and training programs to build change readiness.
• A greater focus on tracking and realising benefits for our
customers, colleagues and shareholders through the
design and launch of a Transformation KPI dashboard
which feeds into our strategic meetings to give greater
visibility of ability and success in delivering change.
Stakeholder support and confidence in strategy
Risk direction
Failure to secure and maintain our stakeholders’ (investors, suppliers, colleagues) support for our strategy, may mean
they lose confidence in the business and withdraw their resources.
Mitigation
Current year priorities
Throughout the year we have engaged with internal and external
stakeholders to ensure their understanding of our performance and strategy.
The Capital Markets Day (“CMD”) in April 2023 provided further support and
understanding of the long-term prospects of the business.
We know from broker feedback that the majority of investors understand our
strategy well and have confidence that it is the right one.
• Maintain progress on the delivery of our strategic
objective to inspire and support a lifetime of motoring and
cycling.
• Continue to proactively engage with our investors
through scheduled events and transparent and regular
communication, demonstrating progress against the
targets laid out at our CMD.
• Enhance understanding of colleague engagement
through more regular surveys throughout the year and
continuing our regular listening groups.
Key to risk direction
Risk increasing
Risk decreasing
No risk movement
N New risk
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83
STRATEGIC
REPORT
Value Proposition
Risk direction
With customers under continuing pressure in a cost of living crisis and a consolidating cycling market, it is important we
offer value for money for our products and services to retain and grow share in challenging markets. There is a risk that
investing in price without a corresponding increase in volume leads to a diminution of financial returns. Equally increasing
prices outside of market movements, could create further damage to our value perception. With significant consumer
and inflationary headwinds causing pressure on short-term profit targets, balancing value perception with passing
through inflation becomes even more critical.
Mitigation
Current year priorities
We have continued to invest to support customers in a cost of living crisis,
reducing prices across our motoring category and maintaining our “Never
Beaten On Price” campaign on a number of fitted product categories,
including tyres. In addition, we have improved and scaled our financial
services offering and grown our Cycle2Work proposition and pre-pedalled
bike offer, making our products accessible to more customers and creating
further differentiation in our proposition.
Our value proposition is enhanced by the Halfords Motoring Club, which
grew to over 3m members during the year. This provides members with
access to a wide range of benefits and discounts.
Our promotional strategy supports customers at key moments (for example
pay weekends) to ensure we optimise the attractiveness of our offer when it
matters most to customers.
Our strategy emphasises the importance of creating value for customers by
delivering advice and services alongside the sale of a product and during the
year we introduced dynamic pricing in garages to enable customers to make
their own choices around price and convenience.
Quality is a key part of the value equation and customers rated this well
with Trust Pilot scores in Tredz and HME at 4.8 and 4.7 respectively and an
average product review rating of 4.3 in retail.
• Maintaining an agile and well-communicated trading plan,
flexing promotions to respond to the changing customer
landscape and ensuring all promotions are effective.
• Scaling and leveraging the insight from our Halfords
Motoring Club to further improve value for our members
with differentiated offers.
• Further application of data science to adjust for real-time
demand enabling smart pricing while progressing the
creation of an intelligent pricing and promotion engine to
support a greater level of sophistication in our tools for
the mid-term.
• Further progressing our Better Buying programme,
providing an ongoing opportunity to ensure we support
customers with the right value proposition.
Brand appeal and market share
Risk direction
Investment in awareness of our brand and our services is insufficient to increase our brand relevance, in which case we
will be unable to maintain and grow our customer base or improve our customer shopping frequency and spend and
correspondingly build market share. Cost inflation puts growing pressure on our marketing cost as a % of sales.
Mitigation
Current year priorities
We have grown volume market share in each of our core categories of
Motoring Product, Cycling, Tyres and Motoring Servicing during FY24
through leveraging our strong customer proposition and through effective
use of data and Customer Relationship Management (“CRM”) to increase
personalisation and relevance.
Consistent investment in our Group online platform has supported
awareness and consideration of our Group proposition.
Our Cycle2Work platform was enhanced during the year to create a more
accessible proposition for employers, particularly SMEs.
The Halfords Motoring Club continued to introduce new customers
to Halfords, increasing brand appeal through our free and premium
propositions. It also supported a strong and cost-effective acquisition
channel for Autocentres from Retail, through cross shop.
• Further development and growth of the Halfords
Motoring Club.
• Greater personalisation through enhanced data analytics
to target priority segments with more relevant messages
and using a wider channel approach.
• Consolidation and tender of media buying partners
across the group to support the efficiency and
effectiveness of our spend.
• Continued expansion into new markets such as car parts
and further extended range opportunities.
• Continued digital investment to further drive our unique
omnichannel proposition.
84
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
PRINCIPAL
RISKS
Key to risk direction
Risk increasing
Risk decreasing
No risk movement
N New risk
Climate Change and Electrification
Risk direction
The long-term success of our business depends on us operating sustainably in environmental, social, and financial
aspects. All our stakeholders must have confidence that we are acting responsibly in both our own operations and our
global supply chains. Failing to meet these expectations is likely to damage the Group’s brand reputation and financial
performance.
Climate change will have a significant effect on the Group, with transition risks likely to have the biggest impact. The
ban on the sale of new internal combustion engine (“ICE”) vehicles in the UK from 2035 will necessitate a change in the
products and services that we provide, including for example, reduced demand for products such as engine oil and
certain car parts. There will also be significant opportunities for Halfords, particularly in the servicing of Electric vehicles,
in addition to alternative transport options such as Electric Bikes and Scooters.
With regards to physical risks, extreme weather such as flooding could impact our global supply chains and disrupt our
ability to trade in stores and garages in the UK.
Finally, a failure to deliver against our own Net Zero carbon reduction targets could lead to a loss in confidence from our
stakeholders and potential reputational damage.
Mitigation
Current year priorities
The Group regularly identifies its most material climate-related risks and seeks to adjust
strategy, investment, and resources to mitigate these. Governance is led by the ESG
Committee (a Board committee), which receives regular updates on material risks and
opportunities and the progress made on mitigating actions.
The Group had made good progress against its carbon emission targets, seeing a 24%
absolute reduction in its Scope 1 and Scope 2 emissions versus the FY20 baseline, or 49%
relative to revenue. This has been enabled by capital investment to support the roll-out of
LED lighting in stores and garages, and the switch to renewable energy for over 88% of the
Group’s electricity needs. We significantly improved Scope 3 reporting accuracy during
FY24, such that now over 90% of our Scope 3 emissions data is linked to volumetric data
(primarily purchasing volumes) and emissions factors from respected databases, rather
than based on supplier spend information.
We have made progress on our Electrification strategy, which aims to leverage our market
leadership in Motoring Servicing and Cycling to support our customers through the
transition to electric vehicles, bikes, and scooters. We continue to monitor the landscape
to best understand emerging trends and the speed of EV adoption in the UK, to ensure the
Group invests appropriately in support of its Electrification strategy.
• Create a strategy and roadmap for
Halfords Net Zero plan, aligned to the
requirements of the Transition Plan
Taskforce (“TPT”) Disclosure Framework
• Host a supplier conference, collaborating
with suppliers to improve their sustainability
ratings, focussing on those with lower
scores clarifying our repercussions and
incentives for supplier engagement.
• Ensure readiness for increasing complexity
of IFRS S1 and S2 reporting requirements.
• Deliver Climate change training for key
leaders.
• Amend our company car policy, to enable
increased EV adoption rates, reducing
Scope 1 emissions.
• Launch EV capability into HME.
halfords.annualreport2024.com
85
STRATEGIC
REPORT
Sustainable Business Model
Risk direction
In recent years the business has faced unprecedented inflationary headwinds and challenging consumer markets
driven by a cost of living crisis. Unless we can mitigate the significant levels of cost inflation (through cost mitigation
and savings, growth in new business areas, and increasing selling prices), we will be unable to maintain a sustainable
business model.
Mitigation
Current year priorities
Over half of the Group’s turnover is from service-related sales, providing improved revenue
stability with reduced exposure to discretionary sales.
Low average retail lease lengths <3 years provide optionality over the size of the Retail
estate and therefore, our fixed cost base.
Energy volumes are purchased in advance according to a risk management strategy,
bringing cost certainty.
Our cost and efficiency program delivered over £35m of savings in the year, well ahead
of target, driven by the success of our externally supported Better Buying program and
numerous other cost-saving initiatives.
The tyre supply chain has been re-organised through the closure of Viking and outsourcing
of services to 3PL provider Bond International on a long-term contract, which will result in
considerable cost savings in FY25.
Detailed price/elasticity analysis helped to optimise consumer pricing decisions.
Supplier relationships were optimised to realise value from supplier contributions/support.
A US dollar hedging programme is maintained to identify, monitor, report and actively
manage the foreign exchange exposures of the Group.
Debt facilities were extended to 2028 maturity with a further one-year extension option.
• Deliver the FY25 Cost reduction plan
targeting over £30m of savings in FY25,
with the Better Buying program entering its
second year.
• Continue to optimise profit, through
balancing price decisions and sales volume
using pricing science.
• Identify further medium-term opportunities
to reduce cost through the use of data and
AI and through optimising the end-to-end
operating model.
• FX hedging program in place with the
majority of US dollar currency required for
FY25 purchases already secured.
• Continue to review all leases at renewal,
with underperforming stores and garages
closed where this provides the best
economic outcome.
Regulatory and Compliance
Risk direction
A failure to adhere to our legal and/or regulatory obligations for some, or all, of the Group’s activities leads to an inability
to meet our responsibilities to stakeholders and/or the imposition of financial penalties, placing a strain on the business.
Regulatory requirements continue to increase, which, together with the increased scale and complexity of the Group,
result in an increase in risk.
Mitigation
Current year priorities
There is continual monitoring of legal and regulatory developments for all regions where
the Group operates. A suite of policies sets out the Group’s commitment to conduct its
business with honesty and integrity. The senior leadership team communicates tone from
the top to provide guidance to colleagues on all policy commitments.
All new colleagues are inducted into our mandatory training programme with recurring
refresher courses to observe our regulatory responsibilities across areas such as health
and safety, data protection and security, and financial conduct.
We have a code of conduct with our suppliers whom we monitor for compliance across
ethics: environmental management; labour practices; and human rights.
Health and safety, Data Protection and Financial Conduct Authority compliance are
examples of areas managed by experts reporting to dedicated committees with
representatives across the business to assess our regulatory rigour. Regular horizon
scanning is undertaken to capture new regulations and requirements.
An established whistleblowing process enables colleagues to report suspected or actual
wrongdoing in confidence.
• Monitor legal and regulatory developments
for all regions where the Group operates.
• Continuous improvement of the Group’s
framework for compliance with regulatory
and statutory obligations.
• Third-party services and supplier
onboarding due diligence enhancements
for improved operational resilience and
reduced risk of harm to our customers.
• Management Information enhancement
and improved root cause analysis for
the identification and early resolution of
compliance breaches.
86
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
PRINCIPAL
RISKS
Service Quality
Risk direction
The services we provide fall below the quality standards to which we are committed, placing customers at risk of harm.
Mitigation
Current year priorities
All colleagues are provided with dedicated training and adhere to established quality
control and safety procedures. We also have a dedicated compliance team monitoring our
regulated activities.
A continual programme of quality assessment specifically focussed on service standards
is conducted across our garage services network by regional management with guidance,
training and process improvements applied as necessary.
In Autocentres our digital operating platform, PACE, enables increased workflow,
productivity, and quality assurance. PACE drives service quality by requiring quality controls
to be completed for all workshop colleagues as determined by the Technician Quality
Rating. All our Quality Controllers follow an approved training pathway and receive refresher
training annually.
We have a Retail, HME and Garages Contact Centre that provides a level of call answer
rates that ensures we can provide a quality service to our customers whatever channel
they choose.
• External Mystery Shop programs in place
to monitor performance across stores and
garages with support and guidance for
colleagues.
• Continued development of quality control
procedures across all service offerings with
appropriate technical training.
• Complaints programme implemented
with root cause analysis and learnings by
garage, supported by a specific process
for High Priority Failures.
• Enhanced induction programme for
colleagues providing servicing expertise.
Cyber Security and IT Infrastructure
Risk direction
If we fail to sufficiently prevent, detect, and respond to cyber incidents and attacks, they may result in disruption of service,
compromise of sensitive data, financial penalties from regulatory authorities, financial loss, and reputational damage.
Failure in our IT system(s) may cause significant disruption to, or prevention of, normal business-as-usual activities.
External threat levels continue to accelerate, resulting in this risk worsening despite continued investment.
Mitigation
Current year priorities
A programme of activities has matured our Governance, Risk and Compliance function
and improved our visibility, alerting and reporting to provide a pro-active approach to cyber
security.
A fully functional Security Operations Centre operated by our third-party partner, TCS,
provides real-time analysis of threats and a heavy focus on incident management ensuring
detection and response times are reduced. TCS provides first line assurance security
operations capabilities including vulnerability management, email filtering, and website security.
A perpetual education and awareness campaign is provided to all colleagues. Regular briefings
promote an understanding of the risks to our data and the benefits of good security practices.
The Audit Committee is regularly briefed by senior technology management on the
business’ cyber security framework.
Several of our critical applications have been migrated into the cloud for enhanced availability.
Halfords key trading systems not migrated to the cloud are hosted securely within data
centres operated by a specialist company. These systems are supported by disaster recovery
arrangements, including comprehensive backup, patching and fall-back strategies.
Monitoring and early detection of issues has been enhanced through the roll-out of AI,
enabling faster resolution and better application availability.
An improved major incident process was put in place this year, enabling faster root cause
analysis and implementation of remedial steps to prevent future recurrence.
• Roll-out of ISO 27001 compliant
Information Security Management
System to improve governance, risk and
compliance oversight, using best practice
external advice.
• Develop a new Privacy and Security
strategy to build on previous work and
create a new security roadmap.
• Completion of the transformation to a
software defined network, delivering
improved capacity across stores and
garages
• Further migration of core systems to our
cloud environment, including the move of
SAP and Iserve in FY25
• IT infrastructure on a modernised network
of cloud-based computing systems. In
the medium-term, we will leverage the
infrastructure to refresh legacy software
and the retail hardware (tills).
Key to risk direction
Risk increasing
Risk decreasing
No risk movement
N New risk
halfords.annualreport2024.com
87
STRATEGIC
REPORT
Culture / Colleague Engagement and Skills
Risk direction
We fail to maintain an engaging, inclusive culture where colleagues feel connected to their manager, team and the
business as part of ‘One Halfords Family’.
We are unable to attract, recruit, develop and retain colleagues with the required skills, now and for future growth.
Attracting skilled colleagues remains as challenging as it was a year ago. Risks around colleague engagement have
increased reflecting a challenging trading environment making it harder to hit targets.
Mitigation
Current year priorities
Our colleague engagement strategy includes ‘always on’ listening. We focus on driving
actions based on what we hear and communicating what we are doing. Leaders play
a key role in engagement, and we are developing capability to ‘Inspire and Engage’ our
colleagues.
A new learning and development portal ‘The Academy’ was launched during the year,
digitising our learning system and step changing our digital learning and development
capability.
A technical careers pathway was launched, setting out the development journey for every
technical colleague.
The Drive leadership development program supports managers in our garage services to
develop their leadership capability.
An enhanced referral scheme incentivises our colleagues to introduce candidates to join
the Halfords family.
During the year labour turnover reduced by 3.2% as a result of processes, systems and
training implemented to support recruitment and retention
• Further develop our engagement strategy
through evolving our annual survey,
introducing quarterly pulse surveys,
and running engagement surgeries for
hotspot areas.
• Define our listening strategy focussing
on listening groups, colleague network
groups and launching a colleague council
to ensure that the voice of the colleague is
visible, heard and supported.
• Launch the Halfords leadership
behaviours with a focus for all leaders
on ‘Engages and Inspires’ and ‘Develops
Talent’.
• Deliver a Garage Manager capability
programme which emphasises what is
expected in engaging and leading their
teams.
• Recruit an engagement manager and ED&I
manager to support the development of
plans to further drive the progression of
equality, diversity, and inclusion.
• End-to-end review of recruitment,
onboarding, and colleague induction
with a plan to deliver an increase in hiring
volume, the speed to hire, retention through
probation and an improved colleague
experience.
• Review of our colleague proposition,
reward, and benefits for key difficult to hire
roles, ensuring we are market competitive.
• Develop an early careers strategy for
garage services that further leverages our
learning Academy and technical skills and
career pathways.
• Recruit 150 garage apprentices and launch
leadership apprenticeships.
88
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
PRINCIPAL
RISKS
Disruption to end to end supply chain
Risk direction
The Halfords End-to-end (“E2E”) supply chain is an integration of the process from sourcing of products (including the
raw material procurement and product design by our supply partners) through to scheduling and delivery of goods to
our customers (through our Distribution centre (“DC”) network or third party logistics providers to stores and garages, or
direct-to-consumer).
Disruption to the E2E process creates a major impact to customer fulfilment and/or customer facing price increases
due to supply shortages, increased demand for raw materials impacting availability and input price, production delays
that lead to an extension in supply lead times, logistics delays in the form of shipping of goods, or the potential closure of
one of our DC’s, all of which challenges our ability to meet sales and profit projections.
Mitigation
Current year priorities
Our sourcing capability and supplier relationships are delivered through dedicated
UK, Asian and Near sourcing teams. These teams maintain both strategic and
upstream supplier relationships, operate multiple sources, dual sourcing, product
engineering and are engaged in the ESG agenda.
Our in-house expertise delivers the high global trading standards from Authorised
Economic Operator accreditation, import/export expertise and dedicated security at
each of our DC sites.
Our third-party logistics (“3PL”) relationships give expertise and options. We contract
with multiple shipping lines for flexibility and leverage, we have access to large
organisational support from Yusen Logistics, Wincanton, and Clipper Logistics. PwC
also provide external trading and compliance expertise.
During the year, we successfully transitioned our Washford Retail Distribution Centre
to a new cloud-based Warehouse Management System, improving system reliability
and resilience.
We also transitioned our tyre distribution arrangements to a 3PL provider, delivering a
more effective and efficient service to our garages.
• The new Warehouse Management System
roll-out continues across the Retail Distribution
network following the successful deployment in
our Washford Retail Distribution Centre in FY24.
• We plan to invest in further resource and auditing
of our key suppliers to manage due diligence on
duty preference benefits and anti-dumping risks,
especially on bicycles.
• Following the transition of our tyre distribution
arrangements to a 3PL provider, we will conduct a
review of the end-to-end garage supply chain to
identify opportunities to increase effectiveness
and efficiency.
Key to risk direction
Risk increasing
Risk decreasing
No risk movement
N New risk
halfords.annualreport2024.com
89
STRATEGIC
REPORT
In determining the appropriate basis of preparation of the financial statements for
the period ended 29 March 2024, the Directors are required to consider whether the
Group can continue in operational existence for the foreseeable future.
The Board has concluded that it is
appropriate to adopt the Going Concern
basis, having undertaken an assessment
of the financial forecasts for the 12 month
period to July 2025.
Management has prepared the assessment
of Going Concern, which included reviewing
financial forecasts and projections to
July 2025. Within these financial projections,
management reviewed profit and net cash
flow and tested the financial covenants
associated with the Group’s committed
facility in the period. No issues were found.
The financial forecasts have been stress
tested to determine the required sales
decline versus the Going Concern scenario
before the covenant conditions were
breached. This assessment also included
variable and other cost-saving measures
the Group would employ in this scenario and
showed that sales would have to reduce
by more than 19% annually before the
first covenant condition is broken (interest
payable to EBITDAR).
The current economic environment means
that we are expecting some impact on
consumer spending given the pressures on
disposable incomes, especially in “non-
needs” based spending areas, but do not
believe that these external risks would cause
a sales reduction of greater than 19% in the
next 12 months. If sales were to reduce at this
level, then further actions could be taken by
management to prevent a covenant breach.
The key mitigating action would be to halt
strategic investment in FY25.
The Group continues to be cash generative
and has a committed revolving credit facility
of £180m which expires on 16 April 2028.
The Board has a reasonable expectation
that the Group and Company will be able to
continue in operation and meet its liabilities
as they fall due; retain sufficient available
cash and not breach any covenants under
any drawn facilities over the remaining term
of the debt facility. They do not consider
there to be a material uncertainty around the
Group or Company’s ability to continue as a
Going Concern.
Conclusion
Based on this review, management is
satisfied that it is appropriate to adopt a
going concern basis in preparing the FY24
period end accounts.
90
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
GOING CONCERN
AND VIABILITY STATEMENT
In accordance with the Corporate Governance Code, the Directors have assessed
the viability of the Company over a three-year period to March 2027.
The Directors believe this period to be
appropriate as the Company’s strategic
planning encompasses this period, and
because it is a reasonable period over which
the impact of key risks can be considered
within a fast-moving retail and services
business. This period is consistent with the
approach taken last year and with many other
retailers’ disclosures.
The Directors have assessed the prospects
of the Group by reference to its current
financial position, its recent and historical
financial performance, its business model
and strategy, and the Principal risks and
mitigating factors described on pages 82
to 89. The Board regularly reviews financial
headroom and cash flow projections to
ensure that the business retains sufficient
liquidity to meet its liabilities in full as they fall
due. The Group is, as results demonstrate,
financially strong, historically generating
cash (excluding acquisitions) and profitable
each year, which was true throughout
the period ended 29 March 2024 and is
expected to continue. In making this Viability
Statement, the Directors have reviewed
the overall resilience of the Group and have
specifically considered:
The likelihood and impact of
the principal risks
At a recent review by the Audit Committee,
Directors agreed that the risk register
identifies no matters that may jeopardise a
reasonable expectation that the Company
will be able to continue in operation and
meet its liabilities as they fall due in the
reasonably foreseeable future (i.e., three
years). The Audit Committee’s review
included a robust assessment of the impact,
likelihood and management of principal risks
facing the Group, including those risks that
could threaten its business model, future
performance, solvency, liquidity or day-to-day
operations and existence. Mitigating actions
that would serve to protect the sustainability
of the business model include an ongoing
shift to a services proposition, a continued
focus on reducing underlying costs (e.g.,
rental costs through property renegotiations)
and driving down cost of goods where
possible through targeted efficiencies and
scale benefits.
Financial analysis and forecasts
The Board recently reviewed the financial
plan to FY28, including the current financial
position and performance, cash flow
projections, dividend strategy, funding
requirements and funding facilities. Sensitivity
and stress testing was subsequently applied
to the financial plan to determine the extent
to which sales and cash would need to
deteriorate before breaching the financial
covenants embedded within the Group’s
committed bank facilities.
The testing indicated that the business
could experience a sustained reduction in
sales of over 19%, and still remain within
existing facilities and covenants. The
downside scenario makes an assumption
on variable cost savings, assuming that
costs equating to 15% of sales, or, on
average, c. £61m per annum, are removed.
The downside scenario also incorporates
a further, on average, c. £84.2m of fixed
costs which would be saved annually were
this sales scenario to materialise, with
savings across a number of business areas
including performance-related incentives,
transformation programme investment and
head office costs. Based on their assessment
of the plan, the Directors believe a downside
sales scenario of this magnitude and
duration is unlikely to materialise. The Group’s
committed revolving credit facility has been
extended, the new committed facility expires
on 16 April 2028.
Viability Statement
Based on this review, the Directors confirm
that they have a reasonable expectation that
the Group will continue to meet its liabilities as
they fall due over the three-year period.
halfords.annualreport2024.com
91
STRATEGIC
REPORT
VIABILITY
STATEMENT
CONTENTS
Governance at a Glance
94
Board of Directors
98
Executive Team
100
Corporate Governance Report
102
Nomination Committee Report
120
ESG Committee Report
124
Audit Committee Report
126
Remuneration Committee Report
132
Directors’ Report
150
Directors’ Responsibilities
155
GOVERNANCE
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
92
halfords.annualreport2024.com
93
GOVERNANCE
Meeting Attendance
Board member
Board
scheduled: 10
Audit
Committee
scheduled: 5
Remuneration
Committee
scheduled: 5
Nomination
Committee
scheduled: 2
ESG
Committee
scheduled: 3
Executive Directors
Graham Stapleton
10 10
N/A
N/A
N/A
N/A
Jo Hartley
10 10
N/A
N/A
N/A
N/A
Non-Executive Directors
Keith Williams
10 10
N/A
N/A
2 2
N/A
Jill Caseberry
10 10
5 5
5 5
2 2
3 3
Tom Singer
10 10
5 5
5 5
2 2
3 3
Tanvi Gokhale (appointed 20 June 2023)
8 8
4 4
4 4
2 2
2 2
Helen Jones (retired 6 September 2023)
4 4
1 1
2 2
0 0
1 1
Meetings attended Possible meetings
Other members of the Executive Team and professional advisors attended Board meetings by invitation as appropriate throughout the year.
At each Board meeting, the Chief Executive Officer delivers a high-level update on the business, and the Board considers specific reports,
reviews business and financial performance, as well as key initiatives, risks and governance. In addition, throughout the year, the Executive Team
and other colleagues delivered presentations to the Board on proposed initiatives and progress on projects.
94
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
GOVERNANCE
AT A GLANCE
Board
EM
SMT
Under 18
0
0
0
18-24
0
0
0
25-34
0
0
2
35-44
0
0
11
45-54
2
5
22
55-64
3
2
2
65 and over
1
0
0
Not specified/prefer not to say
0
0
1
Board
EM
SMT
Female
3
2
8
Male
3
5
29
Non-binary
0
0
0
Not specified/prefer not to say
0
0
1
Board
EM
SMT
White British or other White
5
7
37
(including minority-white groups)
0
0
0
Mixed/Multiple Ethnic Groups
0
0
0
Asian/Asian British
1
0
0
Black/African/Caribbean/
Black British
0
0
0
Other ethnic group, including Arab
0
0
0
Not specified/prefer not to say
0
0
1
Board
EM
SMT
Level 3 or Below (GCSE, A Level or equivalent)
1
2
10
Level 4 (HNC, CertHE, higher apprenticeship
or equivalent)
0
0
3
Level 5 (HND, DipHE or equivalent)
0
0
3
Level 6 (University degree or equivalent)
3
2
9
Level 7 (Masters Degree, postgraduate
certificate or equivalent)
2
3
11
Level 8 (Doctorate)
0
0
0
Not specified/prefer not to say
0
0
1
Note: Executive Management is defined as the most senior Executive body below the Board including the Company Secretary but excluding administrative and support staff.
Senior Management Team is defined as the Company’s Executive Committee or equivalent and those senior managers reporting directly to them.
Senior Management Team (SMT)
Executive Management
(EM)
Board
Age
Gender
Ethnic
Background
Educational
Background
Senior Management Team (SMT)
Executive Management
(EM)
Board
Senior Management Team (SMT)
Executive Management
(EM)
Board
Senior Management Team (SMT)
Executive Management
(EM)
Board
halfords.annualreport2024.com
95
GOVERNANCE
BOARD
SKILLS
and experience
Leadership:
6 Directors
The ability to guide, direct
or influence people.
Total years:
143
Governance:
6 Directors
Position of authority
or control.
Total years:
126
Strategy:
6 Directors
The art of developing or carrying out a carefully
devised plan of action to achieve a goal.
Total years:
136
Cross-functional:
6 Directors
Experience in finance,
marketing, operations,
and human resources
departments. Typically,
working with suppliers,
key customers, or
consultants.
Total years:
165
Banking:
3 Directors
Total years:
69
Corporate:
6 Directors
IPOs, Schemes
of Arrangements,
Flotation, Restructure,
Reorganisation, Listing/
De-listing.
Total years:
117
Finance:
6 Directors
Total years:
167
Retail: 6 Directors
The selling of goods
directly to customers,
e.g. in shops.
Total years:
117
M&A:
6 Directors
Total years:
98
Digital: 5 Directors
Experience in processing,
storing, transmitting,
representing, or
displaying data.
Total years:
102
Marketing: 4 Directors
Promotion of the value of a product, service or brand to
customers for the purpose of promoting or selling that product,
service or brand.
Total years:
105
Customer Services:
5 Directors
The provision of service to customers
before, during and after a purchase.
Total years:
124
Business Development/
Brand Building: 5 Directors
Developing and implementing growth
opportunities within and between
organisations.
Total years:
119
Supply Chain: 5 Directors
Involvement in a system of
organisations, people, activities,
information and resources involved
in moving a product or service from
supplier to customer.
Total years:
78
96
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
GOVERNANCE
AT A GLANCE
Diversity and Inclusion
The Group recognises the importance of diversity and inclusion,
including gender and ethnicity, at all levels of the organisation.
The Group’s Diversity Policy (the “Policy”) is reviewed annually and
sets out our commitment to eliminating unlawful discrimination
and promoting equality of opportunity. The Policy is applied
to the Group, including the Board, and it is considered that the
background and experience brought to the Board by each
individual Director exemplifies and personifies the Board’s
commitment to its Policy.
The Nomination Committee keeps under review the composition
and diversity of the Board and the capability and capacity to
commit the necessary time to the role in its recommendations
to the Board. Whilst the Group does not apply a fixed quota on
diversity to decisions regarding recruitment, the Nomination
Committee considers the Policy and ensures we have a sufficiently
diverse Board in terms of age, gender, ethnicity and educational
and professional background and that the Board members work
together effectively to achieve its objectives. The intention is
always to ensure the appointment of the most suitably qualified
candidate to complement the Board and to promote diversity.
Those appointed are deemed to be the best able to help lead the
Group in its long-term strategy. At Halfords, half of the Board is
female, which exceeds the recommended target as published
by the Hampton-Alexander Review (“Improving Gender Balance
in FTSE Leadership”) in November 2017. The Board has always
been committed to improving ethnic diversity at Board and senior
management level and in June 2023 Tanvi Gokhale was appointed
as a Non-Executive Director, more information can be found in the
Nomination Committee Report on pages 120 and 121. The Board
is well-placed by the mixture of skills, experience and knowledge
of its Directors, to act in the best interests of the Company and its
shareholders. In accordance with LR 9.8.6(R)9, as of 25 June 2024,
the Group was compliant with all three of the targets on Board
diversity prescribed by the Listing Rules as set out below:
1. at least 40% of the individuals on its Board of Directors
are women;
2. at least one of the senior positions of Chair, CEO, CFO and/or
SID on its Board of Directors is held by a woman; and
3. at least one individual on its Board of Directors is from a minority
ethnic background.
The 25 June 2024 date is used as the reference date for
this information as it is the latest practicable date prior to the
publication of the Annual Report and Accounts. Between the
reference date and the date of publication of the 2024 Annual
Report and Accounts, the structure of the Executive management
has changed, please refer to page 122 for more details. The
numerical data in the format prescribed by LR 9.8.6(R)10 is
available on page 122. For the purposes of the description
required by DTR 7.2.8AR(1)(d), the Group has decided to disclose
the numerical data on the diversity of the members of the Board
and Executive Management, this is available on page 122.
Promoting Long-Term
Sustainable Success of the Group
Addressing Opportunities and Risks
to the Future Success of the Business
The Board’s primary role is to ensure the
long-term success of the Group, by delivering
sustainable value for all its stakeholders.
The Board has responsibility for setting
the Group’s strategy and monitoring its
execution, for ensuring the implementation
of a robust risk management framework
and, for overseeing financial and operational
performance. These responsibilities are
supported by the Group’s culture and
values, which are designed to drive the
right behaviours and by a strong corporate
governance framework.
The Sustainability of our
Business Model
Our current strategy was launched in
September 2018, built around our purpose
to “Inspire and Support a Lifetime of
motoring and cycling”. At our Capital Markets
Day in April 2023, we reaffirmed that this
strategy remains the right one, and painted
a clear vision for the financial outcomes
we expect it to drive in the mid-term and
mid- to long- term. Further details of our
strategy and business model are provided on
pages 26 to 52.
How the Board Contributes to
the Delivery of Halfords’ Strategy
Through formal Board meetings and
regular engagement with the Executive
Team, the Board continues to oversee the
implementation of the strategy to ensure it
remains fit for purpose.
Board Training Sessions
April 2023
Diversity and
Inclusion
Employee voice update
Cyber/IT
Technology
architecture update
July 2023
Diversity and
Inclusion
Employee voice update
Governance
Remuneration update
from Deloitte
November 2023
Diversity and
Inclusion
Employee voice update
Governance
Remuneration update
from Deloitte
February 2024
Diversity and
Inclusion
Employee voice update
March 2024
Diversity and Inclusion
Gender pay
Cyber/IT
IT security update
Governance
ESG update from Gate
One Consulting
halfords.annualreport2024.com
97
GOVERNANCE
Keith Williams
Chair
Graham Stapleton
Chief Executive Officer
Jo Hartley
Chief Financial Officer
N
Current role
Appointed Chair of the Company and of the
Nomination Committee on 24 July 2018.
Additional roles held
Keith is the Non-Executive Chair of
International Distribution Services plc
(previously Royal Mail Group); Chair of the
Nomination Committee and a member of the
Remuneration Committee. Keith is a qualified
Chartered Accountant.
Past roles
Keith was formerly a Non-Executive Director
and Deputy Chair of John Lewis, a Non-
Executive Director of Aviva plc, and Chief
Executive Officer and then Executive Chair
of British Airways, having previously been
at Boots, Reckitt and Colman, and Apple
Computer Inc. Keith was the independent
Chair of the Government-supported Rail
Review.
Key strengths
Keith brings extensive leadership and plc
board experience. He is a highly regarded
business leader with a proven record in retail
and deep experience in relevant areas such
as customer service and digital.
Current role
Graham was appointed Chief Executive
Officer (“CEO”) on 15 January 2018.
Additional roles held
None.
Past roles
Previously, Graham was CEO of Dixons
Carphone plc’s software business,
Honeybee. Prior to that he was CEO of Dixons
Carphone’s Connected World Services
Division from 2015 to 2017 and CEO of
Carphone Warehouse UK and Ireland from
2013 to 2015. Graham’s early career covered
senior leadership roles in Kingfisher plc from
2001 to 2005 and Marks and Spencer plc
from 1994 to 2001, prior to which Graham
set up and ran his own business for several
years. Graham was a Trustee of the Make-A-
Wish charity. Graham was also previously a
Non-Executive Director of The Magic Bean
Co. Limited and a Non-Executive Director of
Loyalty Angels Limited (known as Bink).
Key strengths
Graham is an outstanding business leader
and brings extensive skills and experience to
the plc Board.
Current role
Chief Financial Officer (“CFO”) since
16 June 2022.
Additional roles held
None.
Past roles
Prior to joining Halfords, Jo was the Group
CFO for Virgin Active for over six years.
Before that, Jo worked at Tesco plc in
a number of finance roles in the UK and
internationally, having qualified as a chartered
accountant at Deloitte UK.
Key strengths
Jo has extensive experience across all
finance functions gained within consumer
facing businesses.
Committee Membership
A
E
EV
N
R
Audit Committee
ESG Committee
Employee Voice Director
Nomination Committee
Remuneration Committee
98
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
BOARD OF
DIRECTORS
Jill Caseberry
Senior Independent Director
Tom Singer
Independent Non-Executive Director
Tanvi Gokhale
Independent Non-Executive Director
A E N R
A E N R
A E EV N R
Current role
Non-Executive Director and Remuneration
Committee Chair since 1 March 2019.
Senior Independent Director since
6 September 2023.
Additional roles held
Jill is currently a Non-Executive Director
and member of the Audit and Remuneration
Committees of C&C Group plc; Senior
Independent Director, Chair of the
Remuneration Committee and a member
of the Nomination Committee of Bakkavor
Group plc; Senior Independent Director,
Remuneration Committee Chair and member
of the Audit and Nomination Committees
of St. Austell Brewery; and a Non-Executive
Director and Chair of the Remuneration
Committee and a member of the Audit,
Nomination and ESG Committees of
Bellway plc.
Past roles
Previously, Jill was Non-Executive Director,
Remuneration Committee Chair and a
member of the Audit and Nomination
Committees of Northgate plc; and the
Designated Workforce Engagement
Non-Executive Director of Bakkavor Group
plc. During her Executive career, Jill gained
extensive sales, marketing and general
management experience across a number of
blue chip companies, including Mars, PepsiCo
and Premier Foods. She also founded a soft
drink company and established a sales and
marketing consultancy.
Key strengths
Jill brings extensive leadership experience
from senior sales and marketing roles in
consumer goods businesses.
Current role
Non-Executive Director since 16 September
2020, and Chair of the Audit Committee since
1 January 2021.
Additional roles held
Tom is a Non-Executive Director and
Audit Committee Chair of Mukuru and Vue
International Group.
Past roles
Tom was the Senior Independent Director
and Chair of the Audit and Remuneration
Committees at DP Eurasia NV; Chair of
the Audit Committee at Liberty Living;
and a Non-Executive Director and Chair
of the Audit Committee at Mediclinic
International plc. Previously, he served as
CFO of InterContinental Hotels Group plc,
Group Finance Director of British United
Provident Association (“BUPA”), CFO and
Chief Operating Officer of William Hill plc and
Finance Director of Moss Bros plc, having
started his career in professional services
and spending a total of 12 years at Price
Waterhouse and McKinsey.
Key strengths
Tom brings extensive experience of strategy
development, corporate governance and
numerous finance disciplines.
Current role
Non-Executive Director since 20 June
2023, and Chair of the ESG Committee
and Employee Voice Director since
6 September 2023.
Additional roles held
Tanvi currently serves as Managing Director,
Retail Strategy and Innovation of NatWest
Group and is a Trustee of English Heritage.
Past roles
Tanvi previously served as a strategy
consultant at Booz & Co. She also previously
served as Segmentation and Propositions
Director for Lloyds Banking Group, and until
March 2023, she served as Chair of the
Investment Committee at English Heritage.
Key strengths
Tanvi brings extensive experience in retail
strategy and financial services to the Board.
halfords.annualreport2024.com
99
GOVERNANCE
Karen Bellairs
Chief Customer
and Commercial Officer
Paul O’Hara
Chief People
and Property Officer
Adam Gerrard
Chief Information
and Data Officer
Please see full biography on the corporate
website: www.halfordscompany.com/about-
us/our-executive-team/
Please see full biography on the corporate
website: www.halfordscompany.com/ about-
us/our-executive-team/
Please see full biography on the corporate
website: www.halfordscompany.com/about-
us/our-executive-team/
100
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
EXECUTIVE
TEAM
GOVERNANCE
101
halfords.annualreport2024.com
We continued to embed
our values through
our Group induction
programme and
recognition scheme
Keith Williams
Chair
To Inspire and Support
a Lifetime of motoring
and cycling
Strategy
Our purpose is “to inspire and support a
lifetime of motoring and cycling”, and our
long-term strategy is to evolve into a consumer
and B2B services-focussed business, with
a greater emphasis on motoring. We have
continued to deliver on this strategy in FY24,
with Services now accounting for over half of
Group revenues. This has helped to create a
more resilient platform and positions the Group
well to generate higher and more sustainable
financial returns in the future. More details of our
strategy can be found on pages 48 to 52 in the
Strategic Report.
Purpose, Culture and Engaging
with the Workforce
During FY24, we continued to recognise the
importance of ensuring the culture of the
organisation is aligned with our business
strategy and ambition to become a customer-
led, market-leading services business. More
details can be found on pages 106 to 109.
Annual General Meeting (“AGM”)
Once again, we look forward to being able to
welcome shareholders to the AGM to be held at
our Support Centre. Further details of the AGM
arrangements can be found on pages 119 and
154 of this report.
Board Changes
On 20 June 2023, we announced that Helen
Jones would be stepping down from the Board as
a Non-Executive Director and Senior Independent
Director at the AGM on Wednesday 6 September
2023. On 20 June 2023, Tanvi Gokhale was
appointed as a Non-Executive Director to join
the Board, the Nomination, Audit, Remuneration
and ESG Committees. On 6 September 2023, Jill
succeeded Helen as Senior Independent Director,
and Tanvi succeeded Helen as Chair of the ESG
Committee and as the Employee Voice Director.
Keith Williams
Chair
17 July 2024
Corporate
Governance Statement
The Board confirms that, throughout the
period ended 29 March 2024 and, as at
the date of this report, the Company has
applied the principles of, and complied with,
the provisions of the 2018 UK Corporate
Governance Code (“Code”) save for the
following: the Board notes that there was
a short breach of provision 11 of the Code
between 31 March 2023 and 20 June 2023.
It was agreed that Helen Jones should
remain in office until the end of the 2023
AGM on 6 September 2023. The Board
recognised that Helen would no longer be
considered independent for the purpose of
the Code, due to her extended tenure, and
that this did create a technical breach of the
Code’s recommendation that the majority
of the Board be independent Non-Executive
Directors. However, the Board believed that
this short-term situation (which was resolved
on 20 June 2023 when Tanvi Gokhale was
appointed) was justified to ensure that the
correct candidate could be appointed to
the Board in Helen’s place and an orderly
handover could be undertaken. This decision
was made in accordance with the comply or
explain spirit of the Code.
This report, together with the other
statutory disclosures and reports from
the Audit, Nomination and Remuneration
Committees, provides details of how the
Company has applied the principles of good
governance as set out in the Code during
the period under review. A copy of the
Code is available on the Financial Reporting
Council’s website at www.frc.org.uk.
The Company has complied with the
relevant requirements under the Disclosure
Guidance and Transparency Rules, the
Listing Rules, the Directors’ Remuneration
Reporting regulations and narrative
reporting requirements.
102
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CORPORATE
GOVERNANCE REPORT
Promoting Our Purpose, Culture and Long-Term Success
Board Leadership and Company Purpose
Description:
Read more:
The Company is led by an effective Board, which promotes the long-term success of the Company and
engages with its shareholders and stakeholders. The Board has established the Company’s purpose,
values and strategy and is satisfied that these, and its culture, are aligned.
Read more on our Strategy on
pages 48 to 52.
The Board has ensured that the workforce is able to raise any matters of concern, and that all policies and
practices are consistent with the Company’s values.
Read more on Risk
Management on
pages 81 to 89.
The Board has established an effective governance and risk framework.
Read more on our Culture
on pages 106 to 109.
Ensuring a Clear Division of Responsibilities
Division of Responsibilities
Description:
Read more:
The Chair leads the Board, which includes an appropriate combination of Executive Directors and
Non-Executive Directors.
Read more on Board
Composition on pages 95
and 114.
The Non-Executive Directors provide constructive challenge, strategic guidance and advice and have
sufficient time to meet their Board responsibilities.
Read more on Division
of Responsibilities on
pages 114 to 117.
There is a clear division of responsibilities between the running of the Board and the running of the
business, and the Board has identified certain “reserved matters” that only it can approve. Other matters,
responsibilities and authorities have been delegated as appropriate, and there are relevant policies and
processes in place for the Board to function effectively and efficiently.
Read more on Risk
Management on pages
81 to 89.
Delivering Effectiveness Through a Balanced Board
Composition, Succession and Evaluation
Description:
Read more:
A comprehensive and tailored induction programme is in place for new Directors joining the Board. The
induction programme facilitates their understanding of the Group and the key drivers of the Group’s
performance.
Read more on Board
Appointments and Induction
on page 121.
A rigorous, effective and transparent appointment process is in place, which, together with the effective
succession plans, promotes diversity of gender, social and ethnic backgrounds, cognitive and personal
strengths.
Read more on Board
Evaluation on pages 118
and 119.
Enabling Reporting Integrity and an Effective Control Environment
Audit Risk and Internal Control
Description:
Read more:
The Board has established formal and transparent policies and procedures to ensure the independence
and effectiveness of both internal and external audit functions. The Board satisfies itself on the integrity of
financial and narrative statements. The Board presents a fair, balanced and understandable assessment of
the Group’s position and prospects.
Read more on the Audit
Committee on pages 126
to 131.
The Board has established procedures to manage risk, oversee the internal control framework and
determine the nature and extent of the principal risks of the Group.
Read more on Risk
Management and Internal
Control on pages 81 to 89.
Ensuring Alignment With the Successful Delivery of Our Long-Term Strategy
Remuneration
Description:
Read more:
The Company has designed the Remuneration policies and practices to support strategy and promote
long-term sustainable success. The Executive remuneration is aligned to the interests of our shareholders
and to the Company’s purpose and values and is clearly linked to the successful delivery of our long-term
strategy.
There is a formal and transparent procedure for developing Executive Remuneration policy and determining
Director and senior management remuneration. Directors are able to exercise independent judgement
and discretion when authorising remuneration outcomes, taking into account Company and individual
performance and wider circumstances.
Read more on Director
Remuneration on pages 132
to 149.
halfords.annualreport2024.com
103
GOVERNANCE
Board Priorities for FY24: Main Areas:
Strategy
Governance
Board Matters
• Received updates on FY24 key
strategic initiatives and opportunities.
• Discussed and reviewed updates
on the acquisition strategy and M&A
activities.
• Reviewed and approved the agreement
with R & R C Bond (Wholesale) Limited.
• Discussed and approved the
investment of Bridgestone in the
Avayler business.
• Received regular updates from the
Chairs of the Remuneration, Audit,
Nomination and ESG Committees.
• Reviewed and approved the FY23
Annual Report and Accounts.
• Reviewed and approved the Directors’
Conflicts of Interests Register, Group
policies, the Group Risk Register
and the roles of the Chair, the
Chief Executive Officer and Senior
Independent Director.
• Received regular corporate governance
updates, project investment reviews
and a review of the external audit.
• Reviewed the succession plans for the
Board and the restructure of the senior
management team.
• Reviewed the Board and Committees’
programme and forthcoming meeting
schedule.
• Reviewed the outcome of the external
FY23 Board evaluation.
• Discussed and agreed the scope of the
internal FY24 Board evaluation.
Link to Stakeholder
A B D E F G H
Link to Strategy
1 2 3
Link to Stakeholder
A B C E F G
Link to Strategy
1 2 3
Link to Stakeholder
A B F
Link to Strategy
1 2 3
Financial and Risk Management
Commercial Matters
Shareholder and Stakeholder Relations
• Reviewed monthly business and trading
performance.
• Reviewed and approved the preliminary
and interim announcements, the
trading update approaches and
announcements.
• Reviewed and approved the interim
dividend and recommended payment
of the final dividend.
• Reviewed updates on banking
arrangements, liquidity, cash control,
treasury matters and currency hedging.
• Reviewed and approved the Group
Going Concern and Viability Statement.
• Reviewed and approved the five-year
plan, the FY25 budget and forecast.
• Reviewed and discussed the
refinancing arrangements.
• Received updates on the process for,
and approval of, the annual renewal of
the Group’s insurance policies.
• Reviewed and approved a number of
large commercial contracts and spend.
• Reviewed results of the Colleague
Engagement Survey.
• Discussed and approved colleague
health and wellbeing programmes.
• Reminded the Directors of their
obligations under Section 172 of the
Companies Act 2006.
• Reviewed monthly investor relations
reports and annual shareholder body
reports.
• Reviewed and approved the 2023
Notice of the Annual General Meeting
and the arrangements for the 2023
Annual General Meeting.
Link to Stakeholder
A B F
Link to Strategy
1 2 3
Link to Stakeholder
A B C E F G
Link to Strategy
1 2 3
Link to Stakeholder
A B C D E F G
Link to Strategy
1 2 3
Key to Stakeholders
A Colleagues
B Investors
C Communities
D Media
E Customers
F Suppliers
G Environment
H Government
Board Leadership and Company Purpose
104
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CORPORATE
GOVERNANCE REPORT
Board Priorities for FY25: Main Areas:
Strategy
Governance
Board Matters
• Review the annual strategy refresh and
associated financial business plan.
• Review any potential M&A
opportunities.
• Receive regular updates from the
Chairs of the Remuneration, Audit,
Nomination and ESG Committees.
• Review and approve the FY24 Annual
Report and Accounts.
• Review and approve the Directors’
Conflicts of Interests Register, Group
policies, the Group Risk Register and
the roles of the Chair, the CEO and
Senior Independent Director.
• Continue the process to ensure that the
composition of the Board is compliant
with the Parker Review.
• Review succession plans for the Board
and the Senior Management Team.
• Review the Board and Committees’
programme and forthcoming meeting
schedule.
• Discuss the outcome of the FY24
internal Board evaluation and agree the
scope of the FY25 Board evaluation.
• Review the Board programme of visits.
Link to Stakeholder
A B E F G
Link to Strategy
1 2 3
Link to Stakeholder
A B C D E F G
Link to Strategy
1 2 3
Link to Stakeholder
A B F
Link to Strategy
1 2 3
Financial and Risk Management
Commercial Matters
Shareholder and Stakeholder Relations
• Review monthly business and trading
performance.
• Review and approve trading update
announcements.
• Review and approve the dividend policy
and any dividend payments.
• Review and approve the FY25
updated forecast, the FY26 budget,
banking arrangements, the financing
arrangements and FX hedging strategy.
• Review commercial matters brought
to the Board for attention and potential
approval.
• Discuss and review deep dives on
the supply chain, commercial margin
and garage utilisation and profitability
growth.
• Review colleague engagement survey
results and the progress on the health
and wellbeing programme.
• Focus on ESG agenda, particularly
environmental issues.
• Reminder to Directors of their
obligations under Section 172 of the
Companies Act 2006.
• Review monthly investor relations
reports and annual shareholder body
reports.
• Review and approve the 2024 Notice of
the Annual General Meeting.
Link to Stakeholder
A B F
Link to Strategy
1 2 3
Link to Stakeholder
A B E F
Link to Strategy
1 2 3
Link to Stakeholder
A B C D E F G
Link to Strategy
1 2 3
Key to Strategy links
1 Inspire
2 Support
3 Lifetime
halfords.annualreport2024.com
105
GOVERNANCE
Goals
Key Achievements
Outcomes
The Board continues to recognise the importance of its role in ensuring the culture
of the organisation is aligned to its business strategy and ambition to become a
customer led, market-leading services business.
Culture and Values
Create a performance culture where colleagues enjoy working efficiently and effectively together using their skills and expertise to win
the hearts and minds of our customers.
Values
Behaviours
Built management capability
through the delivery of our
leadership capability framework and
trained over 550 managers through
our DRIVE training programme.
Plan
Act
Do
Check
Launched our Leadership
Behaviours and integrated these
behaviours into the performance
and talent management
frameworks.
Continued our programme to
improve employee wellbeing,
supporting colleagues through our
various programmes focussed on
cost of living and mental wellbeing.
Customers
• Customers will have a joined-up
experience wherever they shop
across the Group.
Colleagues
• Engaged colleagues will work
together and use their skills
and expertise to deliver an
excellent and efficient customer
experience.
Shareholders
• Shareholders will benefit from the
generation of additional profitable
sales and a reduction in costs.
Our Culture Journey
Our values were established following a full
cultural review in 2021 and remain key to
defining our culture. We continue to embed
our values with colleagues and during FY24
have supplemented these with our new
Leadership Behaviours.
In partnership with Korn Ferry, the Executive
and Leadership team identified the critical
Leadership Behaviours and capabilities
we need across the Group to deliver our
strategic plan. These eight Leadership
behaviours have now been rolled-out across
the leadership population and are being
embedded into our performance and talent
review processes. We will continue to embed
these behaviours in our Leadership team,
delivering focussed Leadership development
training to increased capability.
In FY24 we implemented our leadership
capability programme DRIVE for Autocentre
managers. This programme is designed to
ensure that our managers and leaders are
immersed immediately into an experience
that clearly sets out “how to be a great
Halfords manager” and how we live
and breathe our values and leadership
behaviours through strong communication
and team management. The programme is
also intended to provide the opportunity to
further practice and enhance these skills.
Board Leadership and Company Purpose
106
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CORPORATE
GOVERNANCE REPORT
FY24
We continue to focus on improving colleague
wellbeing across four wellbeing pillars;
financial, physical, mental and social.
To help colleagues through the continued
increases in the cost of living, we continue
to provide our colleagues with greater
control over their pay and can help
educate on money management through
a dedicated financial wellbeing application.
The application supports personal finance
management; gives colleagues early access
to salary throughout the month; access to
a trusted and impartial financial education
hub, to help build money confidence;
and encourages colleagues to build an
emergency or rainy-day fund.
We also offer great elective benefits
allowing access to affordable health plans
and dental insurance, discounts and
cashback at thousands of retailers and have
extended our friends and family discount
scheme permanently.
For colleagues facing or at risk of significant
financial hardship we support with our
Halfords “Here to Help” Fund, which was
set up by the Halfords Group during the
pandemic and continues to provide grants to
support colleagues in need.
To help colleagues manage stress and
support their mental wellbeing, we have
continued to create awareness and provide
resources through our online portal and
through promotional material visible to all
colleagues. We continued to support our
mental health first-aider programme with
over 90 mental health first aiders across the
Group. Our partnership with mental health
charities Mind, SAMH and Inspire have
provided access to further mental health
information and resources.
To support embedding our values,
we continued to run our recognition
programmes across all our business areas,
including our “Colleague of the Quarter”
and “Colleague of the Year” award. As well
as prizes, all winners were also invited to a
celebratory lunch with the Executive team.
H1
• Annual pay review for all hourly colleagues completed.
• Full annual colleague engagement survey conducted.
• Engagement targets set for Board and Executive Team.
• Celebrated Pride Month across the Halfords Group to
raise awareness of LGBTQIA+ colleague network group and
promote Diversity and Inclusion.
H2
• Launched our Leadership Behaviours to over 100 senior
leaders across the Group.
• Built management capability by delivering DRIVE training to
550 managers.
• Annual pay review for all salaried colleagues.
• D&I colleague network groups ran online broadcasts with
speakers on topics such as black history month, menopause
and disabilities to raise awareness and promote inclusivity at
Halfords.
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107
GOVERNANCE
Workforce Engagement
Halfords has a long-established practice
of inviting feedback from colleagues across
all areas of the business, including holding
regular listening groups, appointing and
meeting with local colleague engagement
champions (“People Champions”), and
conducting regular colleague surveys.
People Champions hold meetings to gauge
how colleagues are feeling, which informs the
programme of engagement and wellbeing
activities. During the year, People Champions
and colleagues from across the Group were
invited to provide input into broader business
initiatives, including ESG and reward practice,
and to gain an understanding of corporate
governance.
The Group has long-established grievance
and whistleblowing policies that facilitate
colleagues’ ability to raise any matters
of concern more formally, and in total
confidence, should the need arise. The Board
reviews reports relating to whistleblowing
cases and the process is outlined in the Audit
Committee Report on page 131. We know
from the calls received and the data obtained
that a large proportion of the whistleblowing
calls received via the helpline are from store
colleagues seeking clarification on HR or
safety issues, this shows that the process
works well as an adjunct to our normal HR
processes and ensures we provide the best
support we can to our colleagues.
Monitoring Culture
The Board monitors culture on an ongoing
basis, both formally and informally, through
the outputs of colleague engagement
surveys, and through regular listening groups
that are held across all areas of the business.
Prior to Helen Jones stepping down from the
Board, as Senior Independent Director and
also with accountability for representing the
voice of our colleagues in Board meetings,
Helen personally attended many of the
listening groups held, alongside other Board
and Executive colleagues and regularly
reported back to the Board on the issues
raised, a role Tanvi Gokhale has now taken
up. Helen continues to feedback to the
Board colleague challenges and insight
gained through her continued voluntary
role as Chair of the Halfords Here To Help
Fund Committee.
Survey outputs and associated actions are
reviewed by the Board and are incorporated
into Executive Directors’ and Executive
Committee functional engagement plans.
As in prior years, our colleague engagement
index remains a strategic measure in the
bonus plans for our Leadership population.
Our more holistic review of the culture of the
business told us that Halfords is a great,
collaborative place to work, is engaging and
is values-led with knowledgeable, friendly
colleagues that go the extra mile to serve
our customers. The survey conducted in
April 2024 confirmed that this remains
the case today with our broader colleague
engagement index at 73%, which means
our engagement index remains above
median when compared with broad market
benchmarks.
Engagement with
Our Stakeholders
We understand the importance of
engagement with all our stakeholders. It is
of significant value to our decision-making
and planning processes and, ultimately, the
long-term success of the business.
Board Leadership and Company Purpose
108
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CORPORATE
GOVERNANCE REPORT
Board Listening Approach
What This Channel Brings
Employee Voice Non-
Executive Director
• Provides a forum for colleagues to express their views, suggestions or concerns to ensure they are heard
and acted upon where possible.
Virtual focus groups
• Insights and feedback from colleagues employed in different parts of the Group focussed on a particular
topic such as communication, wellbeing or engagement.
Colleague engagement
survey
• Measures how engaged colleagues are and how they feel about working at Halfords. The insights are
used to identify priority areas and drive actions to improve these measures.
Blogs and written
communications
• Connects colleagues across all areas of the Group with our Halfords strategy by sharing updates from
senior leaders on the latest business performance, transformation activity, strategic, commercial and
customer experience initiatives as well as colleague engagement activity.
Stakeholder Management
The Board understands the importance of
strong relationships with all stakeholders
and strongly values their input into its
decision-making and planning processes.
The Board seeks to ensure that engagement
with our stakeholders is effective, either by
engaging directly or through oversight of
the management team. This includes the
monitoring of KPIs, such as Customer Net
Promoter Score and Colleague Engagement
Index. Furthermore, the Board ensured
that stakeholder interests were carefully
considered in the Company’s recent
sustainability strategy review, playing a key
role in determining our key focus areas for
the years ahead.
Directors and their
Other Interests
Details of the Directors’ service contracts,
and emoluments, as well as the interests of
the Directors and their immediate families in
the share capital of the Company and options
to subscribe for Company shares, are shown
in the annual Directors’ Remuneration Report
on pages 132 to 149.
In line with the requirement of the Companies
Act 2006, each Director has notified the
Company of any situation in which they have,
or could have, a direct or indirect interest
that conflicts, or possibly may conflict, with
the interests of the Company (a situational
conflict), and a register of these is maintained
by the Company Secretary.
All Directors are aware of the need to consult
with the Company Secretary should any
possible situational conflict arise, so that prior
consideration can be given by the Board as to
whether or not such conflict will be approved.
Concerns
The Chair seeks to resolve any concerns
raised by the Board, whether these arise in
a Board meeting or in another forum. Where
raised and unresolved in a Board meeting,
the unresolved business can be recorded
on behalf of a Director in the minutes of the
relevant meeting. A resigning Non-Executive
Director would also be able to raise any
concerns in a written letter to the Chair, who
would bring such concerns to the attention of
the Board.
No such concerns have been raised
throughout the period.
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GOVERNANCE
Stakeholder Engagement
Key Themes Discussed with Shareholders in FY24
• Progress on our strategy and our medium- to long-term
opportunities, which were outlined in our Capital Markets Day in
April 2023.
• The dynamics of the motoring and cycling markets, specifically
the recovery of the consumer tyres and cycling markets, both in
terms of timing and if there have been any structural changes.
• The background to the trading update on 28 February 2024 that
reduced profit guidance.
• Capital allocation priorities, specifically the balance of maintaining
a prudent balance sheet, maintaining the dividend and enabling
investment for growth.
• Gross and operating margin performance, including cost saving
progress and further opportunities.
• The Chair is responsible for ensuring that appropriate channels
of communication are established between Directors and
shareholders and that Directors are aware of any issues or
concerns that major shareholders may have. Regular engagement
provides investors with an opportunity to discuss any areas of
interest and raise concerns. The Group is eager to make sure
that it understands shareholders’ views and that it is able to
communicate its strategy in the most effective way. The Group
engages through regular communications, the Annual General
Meeting and other investor relations activities.
Investor Relations Programme
The Group has a comprehensive investor relations (“IR”) programme
through which the Chief Executive Officer, Chief Financial Officer and
Investor Relations team regularly engage with the Company’s largest
shareholders on a one-to-one basis, to discuss strategic issues and
give presentations on the Group’s results. Further communication
is achieved through the Annual Report and Accounts, corporate
website and investor meetings as follows:
• Annual Report and Accounts – this is the most significant
communication tool, ensuring that investors are kept fully
informed regarding Group developments. Management
continually strives to produce a clear and easily accessible Annual
Report and Accounts, which provides a complete and transparent
picture;
• The corporate website – provides investors with timely
information on the Group’s performance as well as details of
Environmental, Social and Governance activities;
• Management roadshows – allow key investors access to
management. These are usually attended by the Chief Executive
Officer, the Chief Financial Officer and the Investor Relations team
following our trading and results updates, and our April 2023
Capital Markets Day; and
• Responding promptly – the Group is committed to responding
to any investor-related queries within a short time frame.
Board Leadership and Company Purpose
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GOVERNANCE
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111
Q How has your first year as a
Non-Executive Director been
at Halfords?
As I fast approach my first anniversary
as a Non-Executive Director at Halfords,
I am pleased with the manner in which our
Halfords colleagues and our management
team and Board have embraced my joining.
Our colleagues are our eyes to our customers
and ensuring we retain a “one Halfords”
family feel is critical to our long-term success.
It is a great privilege to be Employee Voice
Director, to support the nurturing of our
people and enabling the right coaching
conversations. My predecessor, Helen Jones,
established colleague listening groups, which
continue to run as a wonderful legacy to
her time on the Board – a note of thanks to
Helen for establishing mechanisms where our
colleagues’ voices are heard in addition to our
Colleague Engagement Survey.
In my role as Chair of the ESG Committee,
I have been able to observe first hand our
focus on the environmental agenda. I am
also passionate about the ED&I agenda, on
which I attended many listening sessions in
late 2023. I was pleased to hear how diversity
is second nature to our colleagues and
have been delighted to listen to the strong
voices of the many diversity champions in
our business.
Support our people
with tools and
frameworks
Q&A with our newly appointed
Non-Executive Director,
Tanvi Gokhale
Board Leadership and Company Purpose
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CORPORATE
GOVERNANCE REPORT
I have also been pleased to share my
perspectives on the development of a
services-focussed organisation, putting
customer experience versus product first.
Halfords is already on this journey, and I
see opportunity to unleash more potential.
My experience in financial services offers
a sound parallel to contribute my ideas
because there are so many shared lessons
to learn across industries, especially Financial
Services and Retail.
In all, it has been a great first year at Halfords.
Thank you to everyone for welcoming me into
the Halfords family.
Q What does culture at Halfords
mean to you?
The culture at Halfords is one where
colleagues can bring their whole selves to
work. I have met colleagues from across
the business (store managers, distribution
centre colleagues and many others) and the
resounding sentiment is that our colleagues
feel a sense of purpose and fulfilment. The
key overarching themes I hear are focussed
on how they can continue to do more for
each other and for our customers. In terms
of doing more for each other, the consistent
views are how they can find more time
to focus on coaching and development
conversations during their busy days and
how each Halfords colleague should
understand the varied career paths on offer.
In terms of doing more for our customers,
I observe colleagues going above and
beyond to help fulfil further customer needs
and adapt to their local markets well. As the
business has grown recently, it is critical to
ensure that from an inclusion perspective, all
colleagues across our businesses feel part of
the “one Halfords family”.
Q What have been the key
highlights in FY24?
Reflecting on the past year, I have found
myself most enjoying my role when I am on
the front line with our colleagues, learning
about how they operate, what could make
their environment better and how they really
are the coal face to customer sentiment. In
short, my key highlight has been my visits.
The listening sessions on diversity and
inclusion have been a highlight early on in
my role, understanding how our colleagues
feel about diversity and most importantly,
that there is mutual respect and affinity in our
colleagues for all who come from different
walks of life.
Q What are the key areas of
focus for you in FY25?
From an Employee Voice perspective, I am
keen to continue with the listening sessions
and visits with our colleagues and working
closely with our Chief People and Property
Officer, Paul O’Hara, to support our people
with the tools and frameworks they need to
have rich, development-focussed coaching
conversations. On the ESG elements,
we have recently been through excellent
training to better understand how ESG
reporting is evolving, and I am focussed
on supporting our Management team to
ensure readiness for the new reporting and
disclosure standards.
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113
GOVERNANCE
Board Composition
At the date of this report, the Board of
Directors comprised of six members,
namely the Non-Executive Chair, three other
Non-Executive Directors and two Executive
Directors. The composition of the Board is
set out on page 152, and the biographies of
each Director, including any other business
commitments, are available on pages 98 and
99. The Board believes it has an appropriate
balance of Executive and independent
Non-Executive Directors, having regard to the
size and nature of the business. The Board
is responsible for the long-term success of
the Company and is committed to ensuring
that it provides leadership to the business
as a whole, having regard to the interests
and views of its shareholders and other
stakeholders. It is also responsible for setting
the Group’s strategy, values and standards.
Details of the Group’s business model and
strategy can be found on pages 38 to 52.
Board Changes
On 20 June 2023, Tanvi Gokhale joined as a
Non-Executive Director of the Board and its
Committees. At the end of the Annual General
Meeting (“AGM”), on 6 September 2023,
Helen Jones retired as a Non-Executive
Director and was succeeded by Jill
Caseberry as Senior Independent Director.
Board Independence
The Non-Executive Directors bring wide
and varied experience to the Board and its
Committees. The Code recommends that at
least half of the Board of Directors, excluding
the Chair, should comprise Non-Executive
Directors, who are determined by the
Board to be independent and are free from
relationships or circumstances that may
affect, or could appear to affect, the Non-
Executive Director’s judgment. Following a
review, the Board considers Jill Caseberry,
Tom Singer and Tanvi Gokhale to be
independent in character and judgement.
The Chair, Keith Williams was considered
independent upon his appointment.
Re-election
In compliance with the Code and the
Company’s Articles of Association, as
at 17 July 2024, the following Directors
will seek re-election at the 2024 AGM on
Friday 6 September 2024: Keith Williams,
Jill Caseberry, Tom Singer, Tanvi Gokhale,
Graham Stapleton and Jo Hartley.
Board Key Responsibilities
The Board is collectively responsible for
the long-term success of the Group and
is committed to ensuring that it provides
leadership to the business as a whole,
having regard to the interests and views of
its shareholders and other stakeholders.
It provides leadership and direction on the
Group’s culture, values and purpose; sets the
strategic direction; agrees the risk framework;
and ensures these are managed effectively.
The Board is accountable to shareholders for
the financial and operational performance of
the Group. Details of the Group’s business
model and strategy can be found on
pages 38 and 52.
Division of Responsibilities
The roles of Chair and Chief Executive Officer
are separate and clearly defined, with the
division of responsibilities set out in writing
and agreed by the Board.
The Chair is responsible for effective
leadership, operation and governance of
the Board and its Committees. The Chair
ensures effective communication with
shareholders, facilitates the contribution of
the Non-Executive Directors and ensures
constructive relations between Executive and
Non-Executive Directors.
The Chief Executive Officer is responsible for
the management of the Group’s business and
for implementing the Group’s strategy.
Together, the Directors act in the best
interests of the Company via the Board and
its Committees, devoting sufficient time and
consideration as necessary to fulfil their
duties. Each Director brings different skills,
experience and knowledge to the Company,
with the Non-Executive Directors additionally
bringing independent thought and
judgement. This combination seeks to ensure
that no individual or group unduly restricts or
controls decision-making.
A formal schedule of matters reserved for the
Board is in place and is annually reviewed as
referred to above.
To discharge these responsibilities effectively,
the Board has a system of delegated
authorities, which enables the effective
day-to-day operation of the business and
ensures that significant matters are brought
to the attention of management and the
Board as appropriate. It is through this system
that the Board is able to provide oversight
and direction to the Executive Directors, the
Executive Team and the wider business.
Matters specifically reserved for the Board
include: strategy and management; corporate
structure and capital; investor relations; audit,
financial reporting and controls; nominations
to the Board; Executive remuneration; and
certain material contracts.
Board
Composition
1
Chair
Executive Directors
2
Non-Executive Directors
3
Division of Responsibilities
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GOVERNANCE REPORT
Director Tenure and
Board Succession
Succession planning for the Board is
monitored regularly and, in particular, is
considered in detail during the annual
evaluation of the Board performance as
described on page 118. Details of the tenure
for all Board members are as follows:
Board Committees
The Board’s principal Committees are the
Audit Committee, the Nomination Committee,
the Remuneration Committee and the
Environmental, Social and Governance
(“ESG”) Committee. Each Committee has its
own Terms of Reference, which are approved
and regularly reviewed by the Board.
On the following pages, each Committee
Chair reports how the Committee they chair
discharged its responsibilities in FY24 and
the material matters that were considered.
Following a Committee meeting, the relevant
Committee Chair provides a report to
the Board. Whilst not entitled to attend,
professional advisors and members of senior
management attend when invited to do so,
as do those Directors who are not formally
a member of the relevant Committee. The
external Auditor attends Audit Committee
meetings by invitation. No person is
present at Nomination Committee or
Remuneration Committee meetings during
discussions pertinent to them. The Company
Secretary acts as the secretary to the
principal Committees.
Matters which require Board approval
between scheduled Board meetings can
be approved by a Board Committee, which
consists of a minimum of two Directors.
The final wording of market announcements
is approved prior to release by a Disclosure
Committee, which is made up of a minimum
of two Directors. Six Disclosure Committee
meetings were held during the period.
At Executive level, the day-to-day investment
decisions of the Group are approved by
an Investment Committee, chaired by the
Chief Financial Officer. The Company has
a Finance Risk Committee, which reviews
and progresses financial governance, and
a Treasury Committee, which manages the
treasury needs of the Group – both of which
are chaired by the Chief Financial Officer;
the other members of these Executive
Committees are senior members of the
Finance and Treasury teams.
The Board may establish other ad hoc
committees of the Board to consider specific
issues from time to time.
Keith Williams
Graham Stapleton
Tom Singer
Tanvi Gokhale
Jill Caseberry
Jo Hartley
1 April 2015
1 April 2016
1 April 2017
1 April 2018
1 April 2019
1 April 2020
1 April 2021
1 April 2022
1 April 2023
1 April 2024
1 year, 11 months and 11 days
5 years, 3 months and 11 days
11 months and 11 days
3 years, 8 months and 11 days
6 years, 5 months and 11 days
5 years, 10 months and 11 days
halfords.annualreport2024.com
115
GOVERNANCE
Nomination Committee
ESG Committee
Key Objectives
To ensure that the Board has the balanced skills,
knowledge and experience to be effective in discharging
its responsibilities and to have oversight of all governance
matters.
Main Responsibilities
Making appropriate recommendations to maintain the
balance of skills and experience of the Board by:
• considering the size, structure and composition of
the Board;
• considering Board and Executive Team succession plans
with a commitment to improving gender and ethnic
diversity; and
• identifying and making recommendations to the Board on
potential Board candidates.
Key Objectives
To ensure that the Group has an ESG strategy that is aligned
with the Group’s strategy.
Main Responsibilities
• Development of an ESG strategy including the setting of
appropriate targets.
• Monitoring progress against key targets and initiatives.
Chair:
Keith Williams
Members:
• Jill Caseberry
• Tom Singer
• Tanvi Gokhale
Chair:
Tanvi Gokhale
Members:
• Jill Caseberry
• Tom Singer
Audit Committee
Remuneration Committee
Key Objectives
To provide effective governance over the Group’s financial
reporting processes. This includes the internal audit
function and external Auditor. The Committee maintains
oversight of the Group’s systems of internal controls and
risk management activities.
Main Responsibilities
• Making recommendations to the Board on the
appointment/removal of the external Auditor, and their
terms of engagement and fees.
• Reviewing and monitoring the integrity of the Company’s
financial statements, including its annual and interim
reports and preliminary results announcements and
any other formal announcement relating to its financial
performance, and recommending the same to the Board.
• Assisting the Board in achieving its obligations under the
Code in areas of risk management and internal control.
• Focussing on compliance with legal requirements,
whistleblowing, accounting standards and the
Listing Rules.
Key Objectives
To ensure that a Board policy exists for the remuneration
of the Chief Executive Officer, the Chair, Non-Executive
Directors, other Executive Directors and members of the
Executive Management.
Main Responsibilities
• Recommending to the Board the total individual
remuneration package of Executive Directors and
members of the Executive management.
• Approving senior Executive remuneration and oversight
of remuneration matters, generally.
• Recommending the design of the Company’s share
incentive plans to the Board, approving any awards to
Executive Directors and other Executive managers under
those plans and defining any performance conditions
attached to those awards.
• Determining the Chair’s fee, following a proposal from the
Chief Executive Officer.
• Maintaining an active dialogue with institutional investors
and shareholder representatives.
Chair:
Tom Singer
Members:
• Jill Caseberry
• Tanvi Gokhale
Chair:
Jill Caseberry
Members:
• Tom Singer
• Tanvi Gokhale
Division of Responsibilities
Halfords Group plc Board of Directors
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HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CORPORATE
GOVERNANCE REPORT
Chief Executive Officer
Executive Committee
Key Objectives
• Responsible for the day-to-day management of the
Company.
• Develops the Group’s objectives and strategy for Board
approval.
• Creates and recommends to the Board an annual budget
and financial plan.
• Delivers the annual budget and plan and executes the
agreed Group strategy and other objectives.
• Identifies and executes new business opportunities and
potential acquisitions or disposals.
• Keeps the Chair informed on all important matters.
• Manages the Group’s risks in line with the Board-
approved risk profile.
Key Objectives
• Monitors performance against the implementation of
the commercial plan, and approves investment against
strategy.
• Acts as the senior steering group for the Transformation
Programme, approving and monitoring significant
programme spend and monitoring programme risk.
• Oversees the Group’s risk management framework,
providing assurance over risk mitigation and scanning the
horizon for emerging risk.
• Approves all Group financial investment.
Chair
Senior Independent Director
Key Responsibilities
• Manages and provides leadership to the Board.
• Builds an effective and complementary Board of
Directors.
• Sets the agenda, style and tone of Board discussions.
• Facilitates and encourages active engagement in
meetings, promoting effective relationships and open
communication.
• Ensures effective communication with shareholders and
other stakeholders.
• Ensures that the performance of individuals and of the
Board as a whole and of its Committees is evaluated at
least once a year, and the results are acted upon.
• Acts as an advisor to the Chief Executive Officer.
• Meets with the Non-Executive Directors without Executive
Directors being present.
• Facilitates the effective contribution of Non-Executive
Directors.
• Ensures constructive relations between Executive
Directors and Non-Executive Directors.
Key Responsibilities
• Provides a sounding board for the Chair.
• Holds meetings with the other Non-Executive Directors
without the Chair at least once a year to appraise the
Chair’s performance.
• Acts as an intermediary for the other Directors.
• Is available to other Directors and shareholders in order
to address concerns that cannot be raised through the
normal channels.
Employee Voice Director
Key Responsibilities
• Ensures colleague feedback is brought to the attention
of the Board to help shape and influence some of the
decisions that are taken.
Non-Executive Directors
Company Secretary
Key Responsibilities
• Evaluate and appraise the performance of Executive
Directors and Senior Management against agreed
targets.
• Participate in the development of the Group’s strategy.
• Monitor the financial information, risk management and
controls processes of the Group to make sure that they
are sufficiently robust.
• Meet regularly with senior management.
• Periodically visit Group sites, stores and Distribution
Centres.
• Meet without the Executive Directors present.
• Participate in a training programme, including store visits
and updates from management.
• Formulate Executive Director remuneration and
succession planning.
Key Responsibilities
• Works closely with the Chair, Group Chief Executive
Officer and Board Committee Chairs in setting the rolling
calendar of agenda items for the meetings of the Board
and its Committees.
• Ensures accurate, timely and appropriate information
flows within the Board, the Committees and between the
Directors and Senior Management.
• Provides advice on Board matters, legal and regulatory
issues, corporate governance, Listing Rules compliance
and best practice.
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117
GOVERNANCE
Step One
Online surveys
issued to the Board
members.
Step Two
Received and analysed the feedback
with the Chair of the Board. The
Chair produced a note of action
points to be addressed, which was
circulated to the Board members.
Step Three
The Chair of each Board Committee
received the evaluation report in
relation to their Committee, and
time was arranged to consider the
findings and agree an action plan.
Step Four
Implementation and
monitoring of the
action plans.
Board Evaluation
A formal Board effectiveness review is conducted on an annual basis. This includes an assessment of the Board, its Committees and
individual Directors.
FY23
External Evaluation
FY24
Internal Evaluation
FY25
Internal Evaluation
FY24 Evaluation Process
The findings identified by the FY23 external review are as follows:
Topic
FY23 Outcomes
Progress Made in FY24
Delivery of Capital Markets
Day (“CMD”) targets
Development of a shorter scorecard to consider
delivery of CMD targets.
During the year, new Board reporting was
implemented, providing a succinct summary of
progress towards the targets set at the CMD.
People and culture focus
A focus on people and culture, to ensure the health
and wellbeing of colleagues, and to concentrate on
recruitment, turnover and succession to Board and
management.
The business conducts a Colleague Engagement
Survey and in pulse surveys on specific issues
throughout the year. These surveys enable us
to monitor people issues and to understand the
cultural matters affecting the business. In addition,
work is being carried out to address issues relating
to recruitment and retention at all levels.
Understand our customers
To spend more time understanding our customers
and progress our successes to build our
knowledge base and how this can be used to meet
customers’ needs.
In FY24 we have established the Customer Panel,
‘The Inside Track’, a key insight tool, growing
membership to 10,000 customers and successfully
testing and gaining feedback to help build and
improve new and existing proposition. We are also
leveraging wider data and knowledge around our
customer experience, and were able to improve
NPS a further 0.7 points from 64.8 to 65.5 in the
year. In addition, we continued along the trajectory
on the Halfords Motoring Club, doubling our
membership to 3.4m members, and achieving an
8% Premium membership mix.
Board meetings
To hold more Board meetings in person at the
Support Centre in Redditch.
More Board meetings in person at the Support
Centre were held during FY24 than in previous
years. Board meetings were also held in person
in London.
Composition, Succession and Evaluation
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CORPORATE
GOVERNANCE REPORT
The findings identified by the FY24 internal review were as follows:
Topic
FY24 Outcomes
Understanding the business
Given the significant recent M&A transactions which have helped to transform the business, the
Directors are aware of the need to understand fully the products offered by the whole group
and how each division interacts with others. To ensure the Board is on top of all the demands of
the business in FY25, the Directors will increase their visits to the business locations, operations
and also to the Support Centre. This will ensure that the Directors are able to fully consider the
opportunities, the risks involved, and any mitigating actions required.
Business landscape / external
perspective
The governance landscape needs to be monitored carefully and we continue to closely monitor the
markets in which we operate, to ensure our product offerings remain relevant.
Health and safety
Following changes within the business, with more garage services now being offered, the Board
is aware of the need to continue, and develop even further, the Group’s investment in health and
safety matters to ensure risks are fully identified and mitigated accordingly.
Risk Management and
Internal Control
The Board is responsible for the Group’s risk
management processes and the system of
internal control. The Audit Committee has
a delegated responsibility to keep under
review the effectiveness of the Group’s risk
management and internal control framework.
Throughout the year, the Committee
maintained oversight to ensure a robust
process is in place to monitor and evaluate
the principal risks of the group. The Group’s
principal risks and mitigating actions are
detailed in the Strategic Report on pages 82
to 89.
The Audit Committee considers the principal
and emerging risks of the business and
reviews the mitigating controls with senior
management. The Group Risk Committee
reports on the development of the risk
management framework and provides insight
to the Audit Committee on regulatory and
compliance risks.
Our process for identifying, evaluating and
managing the significant risks faced by the
Group, and assessing the effectiveness of
related controls, routinely identifies areas for
improvement. The Committee has neither
identified nor been advised of any failings
or weaknesses that it has determined to be
material or significant.
The management of risk and review of the
internal control environment is a continual
process supported by all colleagues. The
Committee supports the development of risk
maturity and a strong control culture.
Annual General Meeting (“AGM”)
We aim to encourage our shareholders
to receive communications by electronic
means, helping to make the Company more
environmentally friendly. The information
available on the Company’s website includes
current and historic copies of the Annual
Report and Accounts, full and half-year
financial statements, market announcements,
corporate governance information, the Terms
of Reference for the Audit, Nomination,
Remuneration and ESG Committees and the
Matters Reserved for the Board.
The AGM gives all shareholders the
opportunity to communicate directly with the
Board and their participation is welcomed. It is
the Company’s practice to propose separate
resolutions on each substantial issue at the
AGM. The Chair will advise shareholders on
the proxy voting details at the meeting.
We look forward to seeing shareholders at
our AGM on Friday 6 September 2024.
Tim O’Gorman
Company Secretary
17 July 2024
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119
GOVERNANCE
Nomination Committee
meetings held:
2
Committee Composition
During the year, the Committee comprised:
Keith Williams (Chair)
Jill Caseberry
Tom Singer
Tanvi Gokhale
(appointed 20 June 2023)
Helen Jones
(retired 6 September 2023)
CHAIR’S LETTER
The Nomination Committee’s objective is to
ensure that the Board comprises individuals
with the necessary skills, knowledge,
experience and diversity to ensure that
the Board is effective in discharging its
responsibilities. The Committee also ensures
that the composition and structure of the
Board and its Committees are kept under
constant review and nominates candidates
for appointment as Directors to the Board.
The Committee monitors and develops Board
and Executive succession plans.
During the year, Tanvi Gokhale was
appointed as a Non-Executive Director
on 20 June 2023 and Helen Jones retired
from the Board at the AGM on 6 September
2023, having reached her nine-year tenure.
The Committee also undertook an internal
annual Board evaluation, the details of which
can be found on page 119 in the Corporate
Governance Report.
Looking ahead, the key priorities for the
Committee are:
• to review the size of the Board to ensure
a variety of opinions are available to
the Board;
• to ensure that the Board maintains the
skillsets necessary to meet its strategic
objectives; and
• to develop an internal succession plan for
the current Executive Directors.
By order of the Board
Keith Williams
Chair of the Nomination Committee
17 July 2024
“The Committee monitors and
develops Board and Executive
succession plans.”
Keith Williams
Chair of the Nomination Committee
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NOMINATION
COMMITTEE REPORT
Main Responsibilities of
the Committee
• Review the size, structure and composition
of the Board and its Committees.
• Ensure plans are in place for orderly
succession to the Board and senior
management positions.
• Lead the process for appointments by
identifying and making recommendations
on potential candidates to join the Board.
Activities During the Year
• Induction of Tanvi Gokhale, as the new
Non-Executive Director.
• Continued with the progression of the
succession and talent development plan,
taking into account the recommendations
of the Parker Review.
• Reviewed the external FY23 Board
performance action plan undertaken by
Ripley Consulting Limited (previously Anne
Whalley Consulting Limited).
• Agreed to undertake an internal FY24
Board performance evaluation.
• Reviewed the composition of the Board
and its Committees.
• Carried out an annual review of the
Committee’s Terms of Reference.
• Recommended the re-election of the
Board at the Annual General Meeting.
Board Appointments
On 20 June 2023, Tanvi Gokhale was
appointed a Non-Executive Director to join
the Board, the Nomination, the Audit, the
Remuneration and the ESG Committees. At
the AGM on 6 September 2023, Helen Jones
retired from the Board having reached her
nine-year tenure, following which she was
succeeded by Jill Caseberry as Senior
Independent Director, and Tanvi Gokhale
as Chair of the ESG Committee and as
Employee Voice Director.
Board Induction Programme
Introductory Meetings
• Meetings held with members of
the Senior Management Team and
Executive Committee.
Site Visits
• Retail store and Autocentre
visits, including an introduction to
Halfords Mobile Expert.
• Visit to Coventry distribution centre.
Deep Dive Sessions
• In-depth teach-ins with functional
experts across the business,
including Strategy, ESG, Customer,
Commercial and People Teams.
• Introductory meeting with Corporate
Broking teams and advisors.
• Meetings with specialist financial
stakeholders, including Auditors,
consultants and lending banks.
Director Training
All Directors have the opportunity for ongoing
development and support via:
• A programme of visits to the Support
Centre, Distribution Centres, stores and
Autocentres;
• Reviews with the Chair to identify any
training and development needs;
• Access to the Company Secretary for
advice on governance, regulatory and
legislative changes affecting the business
or their duties as Directors;
• Access to independent professional
advice at the Company’s expense; and
• Membership of the Deloitte Academy, a
training and guidance resource for Boards
and Directors.
Diversity and Inclusion
The Group’s Diversity Policy (“Diversity
Policy”) sets out Halfords’ commitment to
eliminate discrimination and to encourage
diversity and inclusion across the Board
of Directors and amongst all colleagues.
Halfords’ Diversity Policy applies to all
activities, including its role as an employer
and as a provider of services, ensuring
that no colleague, potential colleague,
customer, visitor or contractor will receive
less favourable treatment on the grounds
of gender, race, ethnic origin, disability, age,
nationality, national origin, sexual orientation,
gender reassignment, marital or civil
partnership status, pregnancy or maternity,
religion, beliefs and social class.
The Company does not currently publish
specific diversity targets for the majority
of diversity factors, but, in practice, it has
created a more balanced and diverse Board
and Senior Management Team. Half of the
Board is comprised of women: 29% of the
Executive Team is female and 21% of their
direct reports are women.
In accordance with the 2024 Parker Review
update, the Group is now required to set
itself a target for ethnic diversity in its Senior
management, defined by the Parker Review
as “Company’s Executive Committee or
equivalent and those senior managers
reporting directly to them” to be achieved
by 2027. The Group has chosen to set a
target of 7% for this population and will
report on progress against this target in
subsequent Annual Reports. Details of the
current diversity of the Group can be found
on page 95.
halfords.annualreport2024.com
121
GOVERNANCE
FY24 Key Activities
• Progression of succession and
talent development plans.
• Induction of the new Non-Executive
Director.
Areas of Focus in FY25
• Review the size of the Board to
ensure a variety of opinions are
available to the Board.
• Ensure that the Board maintains
the skillsets necessary to meet its
strategic objectives.
• Develop an internal succession plan
for the current Executive Directors.
Disclosures required by LR 9.8.6(R)9 and LR9.8.6(R)10
As of 25 June 2024, the Group was compliant with all three of the targets on Board diversity prescribed by the Listing Rules as set out below:
1. at least 40% of the individuals on its board of directors are women;
2. at least one of the senior positions on its board of directors is held by a woman and;
3. at least one individual on its board of directors is from a minority ethnic background.
The 25 June 2024 date is used as the reference date for this information as it is the latest practicable date prior to the publication of the 2024
Annual Report. Between the reference date and the date of publication of the 2024 Annual Report, the structure of the Executive management
has changed providing more focus on the business units and to ensure that profits are maximised. These changes include the creation of
managing director roles for Retail Garage and Business to Business.
a. Table for reporting on gender identity or sex
Number of Board
members
Percentage of
the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in
Executive
management
Percentage
of Executive
management
Men
3
50%
2
5
71%
Women
3
50%
2
2
29%
Other/ prefer not to say
–
–
–
–
–
b. Table for reporting on ethnic background
Number of Board
members
Percentage of
the Board
Number of senior
positions on the Board
(CEO, CFO, SID and Chair)
Number in
Executive
management
Percentage
of Executive
management
White British or other White
(including minority-white groups)
5
83%
4
7
100%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British
1
17%
–
–
–
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group, including Arab
–
–
–
–
–
Not specified/ prefer not to say
–
–
–
–
–
Note: Approach to collating diversity data: gender information is extracted from employee database containing all permanent colleague details as at 25 June 2024. Ethnicity
information is based on voluntary self-declaration. Executive Management is defined as the most senior Executive body below the Board including the Company Secretary but
excluding administrative and support staff.
122
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOMINATION
COMMITTEE REPORT
Board Succession
The Halfords Board considers succession
planning each year in respect of both
Director roles and the Senior Management
Team. Senior Executives have well-developed
skills and experience to fulfil their roles, and
their skills are constantly updated as new
challenges arise. A key factor in making
better decisions is that the business has a
diverse range of Directors, Executives and
colleagues. Diversity and gender positions
are monitored each year to ensure Halfords
is able to identify any improvements and
benefits and we are compliant with the
Parker review.
Looking Ahead
Looking ahead developing an internal
succession plan for the Executive
Directors will be a key priority, together
with undertaking a review of the size of the
Board to ensure a variety of opinions are
represented and that the relevant skillsets
are met.
Keith Williams
Chair of the Nomination Committee
17 July 2024
halfords.annualreport2024.com
123
GOVERNANCE
ESG Committee
meetings held:
3
Committee Composition
During the year, the Committee comprised:
Tanvi Gokhale
(appointed as Chair 6 September 2023)
Jill Caseberry
Tom Singer
Helen Jones
(stepped down as Chair on
6 September 2023)
CHAIR’S LETTER
This is my first letter as the Chair of the ESG
Committee and as a Non-Executive Director
of Halfords, having joined the Board in
June 2023. I wish to thank my predecessor,
Helen Jones, for her commitment to ESG at
Halfords and for the progress that has been
made in her years as Chair.
Our strategic approach to ESG is organised
around the four pillars of Electrification, Net
Zero, Diversity and Inclusion, and Product,
Packaging and Waste Management. Although
other areas, such as Responsible Sourcing
and Colleague Engagement, remain very
important to the Group, it is these pillars in
which we believe the Group can have the
most positive impact and through which our
ESG strategy should be focussed.
During the year, the Committee’s focus
has been to ensure the delivery of the
ESG Strategy in line with the roadmap and
associated targets. We are particularly
pleased with the progress made on our Net
Zero commitment, with significant reductions
in our Scope 1 and Scope 2 emissions and
strong progress seen in our engagement with
suppliers to gain better insight into our Scope
3 emissions. Furthermore, I am pleased to say
we improved our CDP Score in FY24 to a B-,
putting Halfords in the “Management” band
as a Company taking coordinated action on
climate issues.
We have also made good progress in our
contributions to the circular economy. We
removed 5.4m items of plastic from our
own-brand packaging and reduced virgin
plastic by 41% from an FY20 baseline.
Furthermore, over 16,000 bikes were
returned via our Bike Xchange programme
this year, of which approximately 6,000 were
reconditioned and sold to new customers.
Separately, we donated over 20,000 bikes
to charities who specialise in supporting
poorer communities in Africa to improve living
standards.
The ESG strategy and planning roadmap
must continue to evolve as stakeholder
expectations change, the Group’s corporate
strategy develops, and the regulatory
landscape moves forward. The pace of
change will impact the Group’s strategic
response to the risks and opportunities it
faces. For example, the UK Government’s
decision in September 2023 to postpone the
ban on new petrol and diesel cars and vans
by five years could slow down the adoption
of electric vehicles, meaning that Halfords
may need to reconsider the speed at which
it rolls-out EV servicing capability across the
business. We are pleased with the progress
we have made in FY24 and will continue to
develop our strategy so that it remains fit for
the future and supports a sustainable future
for Halfords and for the communities it
works alongside.
“I am delighted to be the new Chair of the
ESG Committee at Halfords and I look
forward to overseeing continued progress
in the years ahead.”
Tanvi Gokhale
Chair of the ESG Committee
124
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ESG
COMMITTEE REPORT
Committee Membership
and Responsibilities
The Committee oversees the governance of
our sustainability strategy and is chaired by
me, Tanvi Gokhale. The Company Chair, Keith
Williams, and the Chief Executive Officer,
Graham Stapleton, whilst not members of
the Committee, attend the meetings upon
the invitation of the Committee Chair. There
were three Committee meetings held during
the year and after each one, either I or Helen
Jones, my predecessor, reported to the
Board on the key issues that we covered.
Both Helen and I held informal discussions
between Committee members and ESG
business leaders regularly throughout the
year, as well as attending listening groups
with colleagues from across the business.
The primary responsibilities of the
Committee include:
• Oversight and continued development of
our ESG strategy.
• Setting KPIs and targets, and monitoring
progress against those targets.
• Ensuring the Group continues to meet
stakeholder expectations, as appropriate.
• Maintaining the highest possible standards
of ethical practices in our supply chain.
Looking Ahead
In FY25, our focus will be on further
progression of our ESG programme, with
a continued focus on our four core pillars
of Electrification, Net Zero, Diversity and
Inclusion, and Product, Packaging and
Waste Management. We will also continue
to improve the quality and transparency of
our sustainability reporting, whilst keeping
abreast of further changes in regulation and
reporting standards.
In Electrification, we are well-positioned to
support UK customers with the switch to
electric forms of transport and as I noted
above, our progress here will be shaped by
the pace of change in the UK vehicle market.
Our Net Zero commitment is well established,
and we have made significant progress in
reducing our Scope 1 and Scope 2 emissions
and obtaining a robust understanding of our
Scope 3 emissions. Our focus in FY25 will be
to create the strategy and roadmap for Net
Zero, building upon the strong foundations
we now have in place. We will also start to
put more attention on reducing our Scope 3
emissions, utilising the tools and datasets we
now have in place to engage positively with
suppliers.
Finally, we will make strong progress on our
Diversity and Inclusion programme in FY25.
We will refresh our three year roadmap and
put focus into increasing the diversity of our
garage leader’s population, whilst changing
our policies and procedures to remove bias
and improve inclusivity. We will also invest
in training and education for a significant
proportion of the colleague base, whilst
engaging further with colleagues through
councils and network groups.
We have made excellent progress in reducing
virgin plastic use and improving our recycling
solutions, and this work will continue in FY25
as we see further opportunities to make
progress. For example, we believe there is
more opportunity to reduce virgin plastic use
in our bike packaging, whilst we are confident
that we can offer recycling solutions for
more of our products, such as inner tubes
and bulbs.
Tanvi Gokhale
Chair of the ESG Committee
17 July 2024
What we did in FY24
• Monitored progress of the ESG
strategy, with a particular focus on
the four pillars of Electrification,
Net Zero, Diversity and Inclusion,
and Product, Packaging and Waste
Management.
• Reviewed overall ESG performance
and future priorities.
• Reviewed an update to the Diversity
and Inclusion strategy.
• Undertook Board-level training
on the reporting and disclosure
landscape for Sustainability
Reporting.
• Reviewed ESG Strategy and TCFD
reporting for inclusion in the
Annual Report.
Further information on the Group’s
approach to managing ESG,
performance against the priority
areas and performance data can
be found on pages 54 to 74 of the
Strategic Report.
halfords.annualreport2024.com
125
GOVERNANCE
“Working with management to progress and
improve financial reporting, internal controls
and risk management processes.”
Tom Singer
Chair of the Audit Committee
Audit Committee
meetings held:
5
Committee Composition
During the period, the Committee comprised:
Tom Singer (Chair)
Jill Caseberry
Tanvi Gokhale
(appointed 20 June 2023)
Helen Jones
(retired 6 September 2023)
CHAIR’S LETTER
I am pleased to present the report of the
Audit Committee for the 52-weeks ended
29 March 2024.
This report describes how the Committee
has carried out its responsibilities during
the period. The Committee reviews financial
reporting judgements and monitors risk
and the effectiveness of the system of
internal control through engagement with
Executive management, internal audit and the
external Auditor.
During the period, the Committee considered
several key issues, most notably:
• The FY23 prior period misstatements in
relation to Goods Received Not Invoiced
(“GRNI”) and supplier arrangements
including root cause analysis and control
improvements made as a result;
• The carrying value of investments,
intangible assets, right of use assets and
property, plant and equipment in light of
the financial performance of the Group;
• The changes in BEIS proposals for Audit
and Corporate Governance reform,
considering the impact on our reporting
and control environment;
• The accounting treatment and
controls relating to the transition of
tyre warehousing and distribution
to a third-party logistics provider,
the consequent discontinuation of
existing operations, and the related
accounting treatment;
• The response to a letter received from the
Financial Reporting Council requesting
information relating to Halfords FY23
Annual Report and Accounts during the
period;
• The evaluation of the FY23 audit process;
• The results of the External Auditors Audit
Quality Review (“AQR”);
• External audit partner rotation; and
• Monitoring the acceleration of our
business and financial controls
programme, in particular in relation to
control issues identified as part of the
external audit for the period ended
31 March 2023.
Tom Singer
Chair of the Audit Committee
17 July 2024
126
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
AUDIT
COMMITTEE REPORT
FY24 Key Activities
• Reviewed and approved the Committee’s
updated Terms of Reference.
• Carried out our responsibilities as set out
in the Terms of Reference, including the
review of external reporting to ensure it is
fair, balanced and understandable.
• Reviewed and challenged the longer-term
Viability Statement and Going Concern
basis of preparation in advance of approval
by the Board, including a review of the
carrying value of goodwill. This assessment
was inclusive of stress testing to ascertain
the level of headroom in the plans against
possible covenant breach.
• Reviewed and challenged the external
Auditor’s year-end and half-year reports.
• Reviewed the statement of external
Auditor’s independence.
• Reviewed and approved the external
Auditor’s audit strategy and fees.
• Approved the non-audit fee policy.
• Carried out a formal assessment of BDO’s
performance in relation to the FY23 audit.
• Monitored and reviewed controls and
process improvements put in place as a
result of the prior period misstatements.
• Reviewed disclosures in regard to the prior
period misstatements.
• Discussed and agreed Audit partner
rotation.
• Reviewed accounting treatment
and controls over transition of
tyre warehousing and distribution
arrangements to a third-party logistics
provider.
• Reviewed key and emerging risks and
the effectiveness of the Group’s risk
management framework and considered
risk appetite.
• Reviewed and challenged progress of the
Internal Audit plan and received regular
updates on internal control systems.
• Reviewed and approved the Information
Security Management Policy.
• Review cyber risk and associated strategy.
• Reviewed and approved the Internal Audit
Program.
• Received an update on the Group’s GDPR
compliance, and on health and safety
matters.
• Reviewed and challenged the effectiveness
of the Group’s whistleblowing
procedures and approved the Group
Whistleblowing Policy.
• Reviewed and approved the Anti-Money
Laundering Policy.
• Reviewed and approved the Anti-Bribery
and Corruption Policy.
• Received regular updates on the Gifts and
Hospitality register.
• Reviewed and approved the Group’s tax
strategy and arrangements.
• Reviewed the plan for Halfords’ response
to BEIS proposals.
• Reviewed the Corporate offence of failure
to prevent tax evasion policy.
• Reviewed the approach to Halfords
identity and access management project.
• Requested internal Audit to advise on
the formalisation of our approach to
determining risk appetite.
• Requested regular reports from
management on our approach to
managing cyber risks and access controls
over information technology systems.
• Reviewed and ensured FCA compliance.
• Oversaw the Group’s ongoing Finance
transformation programme.
• Checked to ensure we have adequate
distributable reserves to legally
pay dividends.
Areas of Focus
• Continue to monitor the impact of
macroeconomic issues upon the
Group’s Viability Statement and
Going Concern assessment.
• Continue emphasis on the quality
of financial reporting, including the
application of accounting judgment.
• Maintain focus on the adequacy
of the control environment and
further development of the risk
management framework, with
particular emphasis on complying
with the outcome of the BEIS
recommendations on audit and
governance.
halfords.annualreport2024.com
127
GOVERNANCE
The effects of the current economic crisis
have led to a challenging macroeconomic
environment for UK consumer-facing
businesses. This further underlines the
importance of a robust risk management
process and strong financial controls, key
topics that have been high on the agenda for
the Audit Committee in FY24.
Halfords Annual Report and Accounts was
selected by the Financial Reporting Council
(“FRC”) for review for the period ended
31 March 2023. On 29 January 2024, the
FRC raised queries in relation to the nature
of the third-party logistics arrangement
and supplier financing and the cash flow
statement disclosure. Additionally, the
FRC raised some observations to take into
account when considering whether any
improvements can be made to future financial
reporting. Following correspondence, the
review was closed on 21 March 2024 and
disclosure enhancements have been made
to the Consolidated Financial Statements
for the period ended 29 March 2024.
The Audit Committee reviewed Halfords
correspondence with the FRC and
discussed with management the disclosures
incorporated in the Consolidated Financial
Statements in response to the FRC review.
Halfords completed the acquisition
of Capital Tyres during the current
financial period. The Audit Committee
reviewed the accounting treatment of the
transaction, ensuring that the judgments
were appropriate.
On 25 January 2024, the Group announced
its intention to enter a strategic partnership
with specialist tyre distributor Bond
International and close its existing tyre
operation. As a consequence, on 22 February
2024, the Group sold Birkenshaw Distributors
Limited and the wholesale customers of
Stepgrades Motor Accessories Ltd (“Viking”)
to Bond International. On 22 March 2024,
the remaining principal operations of
Viking ceased.
The Audit Committee reviewed the proposed
process and control framework to be
introduced following the closure of Viking
and outsourcing of tyre warehousing and
distribution to Bond.
The Audit Committee also reviewed the
judgements made and financial disclosures
required as a result of this transaction
including the treatment of Viking as a
discontinued operation within the underlying
results of the Group and classification of
various items as non-underlying in the Group
Income Statement.
Finally, the Committee reviewed the
Company’s principal risks, ensuring that
robust risk mitigation was in effect during the
period and that emerging risks were identified
and flagged appropriately.
I would like to thank the members of the
Committee, the management team and our
external Auditor for the open discussions
that take place at our meetings and their
contribution and support during the period.
Committee attendance can be found on
page 94 in the Corporate Governance Report.
Five scheduled and two ad hoc Committee
meetings were held during the period
and attended by all members. After each
Committee meeting, the Audit Committee
Chair reported to the Board on the key
issues discussed.
Although the Company Chair, CEO and CFO
are not members of the Committee, they do
attend meetings regularly and so contribute
to the work of the Committee, assisting with
the fulfilment of its oversight functions.
Membership and Remit of the
Audit Committee
During the period, the members of the
Audit Committee were considered to be
independent Non-Executive Directors.
Tom Singer is a Non-Executive Director and
Chair of the Audit Committee of Mukuru
and a Non-Executive Director and Chair of
the Audit Committee of Vue International
Group. Tom was also Senior Independent
Director and Chair of the Audit and
Remuneration Committees at DP Eurasia NV
and a Non-Executive Director of Mediclinic
International plc. Previously, Tom served
as CFO of InterContinental Hotels Group
plc and Group Finance Director of British
United Provident Association (“BUPA”), and,
as such, is considered by the Board to have
recent and relevant financial experience
to chair the Committee. Each of the other
independent Non-Executive Directors has,
through their other business activities,
significant experience in financial matters.
The Audit Committee is considered to have
competence relevant to the sector in which
128
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
AUDIT
COMMITTEE REPORT
the Company operates. The effectiveness
of the Audit Committee is reviewed at least
annually through discussions at the Board
and Audit Committee and through a formal
Board survey.
The Company’s Chair, Executive Directors,
senior managers and key advisors are invited
to attend meetings, as appropriate, in order
to ensure that the Committee maintains a
current and well-informed view of events
within the business and reinforce a strong risk
management culture. The Audit Committee
meets according to the requirements of the
Company’s financial calendar. The meetings
of the Audit Committee also provide the
opportunity for the independent Non-
Executive Directors to meet without the
Executive Directors present and to raise any
issues of concern with the internal audit team
and external Auditor. There have been seven
such meetings in the period ended 29 March
2024 and nothing of note was reported.
Principal Responsibilities
Financial Reporting
• Review the interim and final financial
statements of the Group and assess
whether appropriate suitable accounting
policies have been adopted, and whether
management has made appropriate
estimates and judgements. Assess the
appropriateness of disclosures in the
Annual Report and Accounts and ensure
that it is fair, balanced and understandable.
Risk and Control Environment
• Assist the Board in achieving its obligations
under the UK Corporate Governance
Code in areas of risk management and
internal control, focussing particularly
on compliance with legal requirements,
accounting standards and the
Listing Rules.
• Review the risk management framework
and the principal risks and mitigation
strategies, including the investigation of
fraudulent activity.
Internal Audit
• Review reports from Internal Audit on
developments in the internal control
framework to ensure that an effective
system of internal financial and
non-financial control is maintained on an
ongoing basis.
External Audit
• Make recommendations to the Board on
the reappointment of the external Auditor,
including on effectiveness, independence,
non-audit work undertaken (against a
formal policy) and remuneration.
Policies
• Approve a formal Whistleblowing Policy
whereby colleagues may, in confidence,
disclose issues of concern about
possible malpractice or wrongdoings by
any of the Group’s businesses or any of
its employees without fear of reprisal,
including arrangements to investigate and
respond to any issues raised.
• Approve the Company’s systems and
controls for the prevention of bribery and
corruption, including the receipt of any
reports on non-compliance.
• Approve the Group’s Tax Policy and
published tax strategy.
• Approve the Group’s Treasury Policy,
including foreign currency and interest
rate exposure.
The Audit Committee has reviewed its Terms
of Reference and its composition during
the period and believes that both remain
appropriate.
The Terms of Reference for the Committees
are available at www.Halfordscompany.
com/environment-social-and-governance/
governance/committees-terms-of-
reference/.
Matters Considered in Relation to
the Financial Statements
In order to discharge its responsibility to
consider accounting integrity, the Committee
carefully assesses key judgements applied in
the preparation of the consolidated financial
statements, which are set out on pages 168
to 173.
The Committee has considered the following
key accounting judgements during the period:
Impairment of Goodwill Associated
with the Group’s Retail and
Autocentres groups of Cash
Generating Units (“CGUs”) :
• The Group balance sheet contains
£403.6m (2023: £403m) of goodwill across
Retail and Autocentres CGUs. There are a
number of factors that could impact on the
future profitability of the business (e.g. loss
of customer confidence, change in market
behaviour) and, therefore, there is a risk
that the business may not meet the growth
projections necessary to support the
carrying value of the CGUs (see Note 12 on
page 195 of the Financial Statements);
• The Audit Committee has received detailed
reports from Halfords’ finance team
addressing this issue. The finance team
has undertaken detailed work to consider
the impairment of goodwill associated with
the CGUs. Consideration has been given to
ensuring that cash flow models, discount
rates, sensitivity analysis and store and
centre profitability are all reasonable. The
Committee concluded that it is satisfied with
the impairment assessment of goodwill.
• The Audit Committee have also reviewed
the carrying value of the investments held
by the Parent company. At the balance
sheet date, the parent company held an
£817.6m (2023: £813.8) investment in
subsidiaries. Using the same cashflow
projections as those used for Goodwill
impairment, the Committee has similarly
concluded that there should be no
impairment of the carrying value of the
investment.
• Finally, the finance team also reviewed
the recoverability of an intercompany
receivable balance and concluded that
an impairment of £35m was required. The
Audit Committee reviewed the proposed
impairment and concluded it was
appropriate.
Valuation of Inventory Within the
Retail Division:
• With the business holding a wide range of
stock and changing consumer demands,
some lines will not be sold or will be sold
at below the carrying value. Provisions are
made to reflect this. Given the inherent
difficulties of forecasting market trends,
there is a risk that inventory provisions
made will be inappropriate or incomplete
(see Note 15 on page 199 of the Financial
Statements). Management has fully
reviewed the inventory provision in the
current period, and believes the level of
provisioning is appropriate. Range reviews
are regularly undertaken to ensure that all
discontinued inventory is identified.
• The Audit Committee has received
detailed reports from Halfords’ finance
team addressing this issue. The finance
team has undertaken detailed work
around the valuation of inventory within
the Retail division. After consideration of
the accuracy of the provisioning model,
the completeness and accuracy of range
reviews, and the reflection of these reviews
within the provisions, the Committee
concluded that it is satisfied with the
accounting treatment of the valuation of
inventory.
halfords.annualreport2024.com
129
GOVERNANCE
Non-Underlying Items and Alternative
Performance Measures
The Group recorded a net debit of £3.8m
in Non-Underlying items in FY24 within
continuing operations, having recorded a
larger debit in the previous period.
The debits in both periods were material
due to strategic redundancy costs due
to the restructure of the Support Centre,
the costs in relation to the replacement
of the warehouse management system
and acquisition costs in regards to Lodge
and Capital Tyres. In the current period,
professional costs have also been incurred in
relation to a strategic review of procurement
and related activities and professional fees
incurred as a result of the Avayler separation.
The Group recorded a net debit of £6.9m
in Non-Underlying items in FY24 within
discontinued operations. These related to
organisational restructuring costs offset by
the gain on disposal of certain assets.
The Audit Committee has reviewed
management’s assessment of
Non-Underlying items and is satisfied that
the correct accounting treatment has
been applied.
Management has continued to use Alternative
Performance Measures (“APMs”) to provide
the reader with a more insightful analysis of the
Group’s performance. The Audit Committee
has reviewed the use of APMs and is satisfied
this strikes an appropriate balance for the
benefit of the reader of the accounts.
Halfords’ Preparedness for BEIS’
Proposed Reforms to Audit and
Corporate Governance
The Committee continues to stay abreast of
updates from the Government and reviews
Halfords’ preparedness for the reforms at
each meeting. The most significant piece of
reform is the likely requirement for enhanced
internal controls and the associated reporting
of their effectiveness. The Group’s response
to this is well underway, having invested in a
team of controls specialists to put in place
Risk and Controls matrices and testing
programmes.
External Auditor
BDO UK LLP (“BDO”) present their audit plan,
risk assessment, and audit findings to the
Committee, identifying their consideration
of the key audit risks for the period, and
the scope of their work. These reports are
discussed throughout the audit cycle.
Effectiveness of External Audit
The effectiveness of the external audit is
considered throughout the period through,
amongst other factors: assessment of the
degree of the audit firm’s challenge of key
estimates and judgements made by the
business; feedback from any external or
internal quality reviews on the audit; and
the wider quality of communication with the
Committee.
In addition, at its meeting in March 2024,
the Committee reviewed the External Audit
Planning document prepared by BDO.
Following this, the Committee concluded that:
• The overall audit approach, materiality,
threshold, and areas of audit focus were
appropriate to the business; and
• The audit team possessed the necessary
quality, expertise and experience to provide
an independent and objective audit.
The Audit Committee is aware that the
external Auditor has been subject to a review
by the FRC’s Audit Quality Review (“AQR”)
team in respect of the audit of the 52-week
period ended 31 March 2023. The Audit
Committee Chair shared the AQR Inspection
Report with the Audit Committee and also
discussed the findings directly with the BDO
partner. The Audit Committee noted the
scope of the review and the key findings
raised, together with BDO’s proposed plan to
address the findings. The Audit Committee
was satisfied with BDO’s response to address
the findings raised, and the BDO plan was
implemented as part of the audit for the 52-
week period ended 29 March 2024.
Approach to Appointment
or Reappointment
Halfords confirms that it was in 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 throughout the
financial period ended 29 March 2024.
BDO was appointed as external Auditor to
the Group in 2019 following a formal tender
process. The Audit Committee considers that
the relationship with the Auditor is working
well and is satisfied with its independence,
objectivity and effectiveness and has not
considered it necessary to require BDO to
re-tender for external audit work this period.
The Audit Committee has recommended to
the Board, for approval by shareholders at
the Annual General Meeting on 6 September
2024, the reappointment of BDO as external
Auditor. The Audit Committee monitors, and
will continue to comply with, best practice
and external guidance with respect to the
frequency of audit tenders.
Diane Campbell was appointed as the Lead
Audit Partner for the 2019/20 audit and
is, therefore now in her fifth annual audit
cycle. Diane will serve a maximum term
of five annual audit cycles and, therefore,
will be replaced for next year’s audit. Her
replacement, Sophie Michael, will take over
as Lead Audit Partner for the 2024/25
audit cycle.
Approach to Safeguarding Objectivity
and Independence if Non-Audit
Services are Provided
The Audit Committee has established a
policy to ensure that any non-audit services
delivered by the external Auditor will not
jeopardise objectivity and independence.
The policy is consistent with the Ethical
Standards for Auditors.
The policy specifies:
“The external Auditor can be used to provide
non-audit services subject to any non-audit
engagement proposal provided by the
external Auditor being formally approved
by the Audit Committee before contractual
arrangements are entered into, except
for activities set out in a list of prohibited
activities. Other than for these, for each
separate service proposed to be provided by
the external Auditor, the Group Chief Financial
Officer will prepare a note either to be tabled
and minuted at an Audit Committee meeting
or to be circulated via email to the Audit
Committee members and the Chief Executive
Officer giving a description of the work to be
undertaken, the reasons why the external
Auditor is involved in the proposal and how
objectivity and independence has, and is
seen to be, safeguarded.
In addition, the fees for any proposal for
non-audit services will not exceed 70% of the
three-year average statutory audit fees when
taken into consideration with total fees for
non-audit services already committed in the
financial year.
Consent is required from the Audit
Committee Chair, on behalf of the Audit
Committee, before the external Auditor can
be engaged for non-audit services.”
In addition, the external Auditor follows
its own ethical guidelines and continually
reviews its audit team to ensure that its
independence is not compromised.
130
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
AUDIT
COMMITTEE REPORT
An analysis of the fees earned by the external
Auditor is disclosed in Note 3 to the Financial
Statements on page 188.
Role and Effectiveness
of Internal Audit
Internal Audit follows an annual risk-based
programme of audits to review the
effectiveness of the control environment.
The Audit Committee reviews the annual
audit programme for coverage and may
revise it according to changing business
circumstances or requirements. The Audit
Committee ensures that there are sufficient
resources to undertake the audit programme.
The Head of Internal Audit attends each
Committee meeting, providing a summary
of audit findings and an update on progress
against the plan. The Committee also reviews
the status of the implementation of audit
recommendations ranked by age and level of
risk to the business. All Internal Audit reports
are shared upon completion with the external
Auditor. Internal audits are financial and
non-financial and, during the period, included
Inventory, Payroll, Financial Controls, Supplier
Management and Fleet Management.
The Head of Internal Audit reports to the
CFO, but maintains direct and regular
communication with the Audit Committee
Chair outside of Committee meetings.
The Audit Committee is satisfied that
the Internal Audit team has the quality,
experience, and expertise appropriate for
the business.
Alongside the Internal Audit programme, the
team also continued to drive the Group’s risk
management framework.
Whistleblowing
A Whistleblowing Policy and procedure
(the “Policy”) enables colleagues to
report concerns on matters affecting
the Group or their employment, without
fear of recrimination. Posters publicising
whistleblowing channels are distributed to all
stores, Autocentres, Distribution Centres and
the Support Centre.
The Policy was reviewed and approved by
the Audit Committee, and the Company
Secretary provides the Audit Committee
with a regular summary of whistleblowing
contacts and resolutions.
Anti-Bribery and
Corruption Policy
The Group’s Anti-Bribery and Corruption
Policy statement reinforces that the
Halfords Board is committed to conducting
its business affairs in a way that ensures it
does not engage in or facilitate any form of
corruption. It is Halfords’ policy to prohibit all
forms of corruption amongst its colleagues,
suppliers and any associated parties acting
on its behalf. The Group has a detailed
Anti-Bribery and Corruption Policy and
maintains a Gifts and Hospitality Register.
Anti-bribery expectations are set out in
standard purchasing terms and conditions.
Face-to-face and online training has been
provided to colleagues to raise awareness of
anti-bribery and corruption legislation.
The Audit Committee has requested that
anti-bribery and corruption safeguards are
periodically reviewed by Internal Audit.
Internal Control and
Risk Management
The Board is responsible for the Group’s risk
management processes and the system
of internal control. The Audit Committee
contributes to this purpose by providing
oversight and challenge to the Group’s risk
management framework. An Executive
Risk Committee formed in the prior period
reports to the Audit Committee on the risk
management framework, providing insight
on principal and emerging risks, risk appetite
and ongoing updates on regulatory and
compliance risk.
At each meeting during the period, the
Committee received a presentation on the
Group’s control framework in preparation
for changes to the UK’s governance and
reporting.
Further details of the Group’s internal control
and risk management framework are set out
on pages 81 and 82.
Tom Singer
Chair of the Audit Committee
17 July 2024
halfords.annualreport2024.com
131
GOVERNANCE
“Good progress has been made strategically
in further optimising the business to create a
solid foundation for future growth.”
Jill Caseberry
Chair of the Remuneration Committee
Remuneration Committee
meetings held:
6
Committee Composition
During the year, the Committee comprised:
Jill Caseberry (Chair)
Tom Singer
Tanvi Gokhale
(appointed 20 June 2023)
Helen Jones
(retired 6 September 2023)
CHAIR’S LETTER
On behalf of the Remuneration Committee,
I am pleased to present the Remuneration
Report for the financial year ended
29 March 2024.
The Report consists of four sections:
• This Chair’s statement providing a
summary of pay outcomes for FY24 and
our approach for FY25;
• Remuneration at a glance;
• A summary of our Directors’ Remuneration
Policy – The Company’s Directors’
Remuneration Policy (the “Policy”) was
approved at the 2023 Annual General
Meeting. A copy of our full Policy is
available on our website (Remuneration
Policy – Halfords Group plc (www.
halfordscompany.com/environment-social-
and-governance/governance/policies/
remuneration-policy/); and
• The annual Directors’ Remuneration
Report – this summarises the remuneration
outcomes for FY24 and explains how we
intend to apply the Remuneration Policy
in FY25.
Performance in the Year
Underlying profit before tax (“PBT”) was
down 7.9% to £43.1m, on a reported basis
(which excludes discontinued operations),
and 18.3% lower, to £36.1m, including
discontinued operations. This profit
performance reflects the backdrop of very
challenging markets and ongoing cost
inflation well above normal levels.
The focus of the management team has
been to deliver on the areas that are within
its control. Good progress has been made
strategically in further optimising the
business to create a solid foundation for
future growth. The Group took market share
in all four of its core markets, whilst the cost
and efficiency programme continued to
deliver significant savings. Progress has,
however, been offset by external factors; in
particular, the Consumer Tyres and Cycling
markets declined in the period and consumer
demand for big-ticket purchases remained
subdued, whilst high cost inflation continued.
Looking forward to FY25, the management
team is cautiously planning on another
year of headwinds, but has confidence in
continuing to deliver the strategy that has
positioned Halfords well for the future.
Remuneration Outcomes in
Respect of the Year
The annual bonus for FY24 was based
80% on financial measures (Underlying
Group Profit Before Tax – 50%, Group
Revenue – 10%, Free Cash Flow – 10%,
Cost as a percentage of sales – 10%) and
20% on strategic metrics (NPS, Colleague
Engagement, Market Share, Colleague
Turnover all equally weighted). Revenue
performance for FY24 was £1,696.5m
(+7.9%) which was between threshold
and target. Free Cash flow performance
was £29.1m which was between target
and stretch. PBT performance was below
threshold reflecting the challenging markets
outlined above.
We made good progress against the
strategic measures included in the plan.
Our focus on customers and service
resulted in both Customer NPS and Market
Share targets being exceeded, and whilst
material progress was made on employee
engagement and reducing employee
turnover, we did not meet the ambitious
targets we set at the beginning of the year.
132
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
Further details on performance against the
strategic targets can be found on pages 48
to 52. Based on the outcomes of both the
financial and non-financial measures, this
would have resulted in a formulaic annual
bonus outcome of 28.2% of maximum
being payable.
Considering the context of wider business
performance in the year, the Executive
Directors and Committee mutually agreed
that no bonus should be paid. This considered
factors including the overall shareholder
experience and PBT performance. Although
we were pleased to make bonus payments
to our Autocentre and Retail colleagues
where applicable. Support Centre colleagues
received no bonus due to the profit before
tax outcome being below the threshold for
bonus payment.
Therefore, the annual bonus payable for
Executive Directors in FY24 was 0% of the
maximum opportunity.
The 2021 Performance Share Plan (“PSP”)
was based on Underlying EPS (50% of the
award), Group Services related sales (20%
of the award) and Relative TSR (30% of
the award). Based on performance against
the targets the award has lapsed in full. No
discretion was applied to this outcome.
Remuneration for FY25
The current Directors’ Remuneration Policy
(the “Policy”) was approved by shareholders
in September 2023. As part of this process,
the Remuneration Committee reviewed the
previous policy to assess whether it remained
fit for purpose and continued to best support
the business. The general view was the
structure remained appropriate to support
the strategy, so no major amendments
were made to the structure of pay, incentive
opportunities or governance features. This
view was confirmed by the level of support
received at the 2023 AGM where over 99% of
shareholders voted in favour of the resolution.
This Policy will continue to apply in FY25 and
after undertaking a review of performance
metrics in the year, the Committee
determined to adjust the measures on the
annual bonus plan. Given the importance and
focus of the business in this period, we have
increased the weighting on financial metrics
to 90% overall. This is also to ensure the
metrics remain best aligned with our ongoing
strategy, remain motivational for participants
and ensure emphasis on profit growth, cost
reduction and cash flow improvements, all
of which are crucial for the business whilst
we continue to operate in challenging and
exceptional short-term market conditions.
As a result, the annual bonus plan for FY25
will consist of four measures, with 60% of the
bonus opportunity weighted on Underlying
Group Profit Before Tax, 20% on Free Cash
Flow, 10% on Cost as a percentage of
Revenue and 10% on Strategic Measures
(NPS and Colleague Engagement both
equally weighted).
It is not proposed to make any amendments
to performance measures under the long-
term incentive plan. The quantum awarded
will remain the same as in FY24 (annual
bonus: 150% of salary; PSP: 200% of
salary). Based on the current share price, the
Committee is of the view that no adjustment
is required to the award level, however, the
Committee will take this into account when
determining award levels in the Autumn.
Salaries will be reviewed in the year with
increases effective from 1 October 2024.
The Committee’s intentions are that increases
will not exceed those for the wider workforce.
Pension allowances for both Directors have
been aligned with the maximum employer
pension contribution currently available to the
majority of the workforce of 3%.
Concluding Remarks
The Committee is committed to an open
dialogue with shareholders and institutional
investor bodies on remuneration matters
and is also aware of the importance of
considering broader stakeholder experiences
in the year, including shareholders and our
colleagues. This is reflected in our consistent
use of discretion in recent years where
outcomes are not representative of business
performance in the year.
The Committee also considers voting on
Annual General Meeting resolutions and
is pleased with the high level of support
received, historically, for its Annual Reports
on Remuneration and for the renewal of the
Remuneration Policy in 2023.
Additionally, the Committee has sought to
promote a remuneration environment that
strongly aligns the commercial direction of
the Group with the interests of shareholders
and regularly keeps up to date with best
practice developments and market trends.
I look forward to your support for the FY24
Annual Directors’ Remuneration Report at the
Annual General Meeting.
Jill Caseberry
Chair of the Remuneration Committee
17 July 2024
2023 PSP awards
PSP awards were granted on
12 December 2023 at 200% of base
salary to the CEO and CFO.
Awards were based on Underlying
EPS Growth (40%), Relative TSR (40%)
and Group Services-Related Sales
(20%). In light of the macroeconomic
uncertainty around the time of award,
the Committee was still reviewing the
performance measures and targets
for the 2023 PSP awards and these
were not disclosed with the FY23
Remuneration Report. These targets
were determined before the award was
made and are now set out on page 141.
halfords.annualreport2024.com
133
GOVERNANCE
Remuneration at a Glance
At Halfords, the reward principles and framework is consistent across all colleague populations – although remuneration levels vary to reflect
market salary and benefits benchmarks across all roles.
Colleagues
Managers
Senior Managers
Executive Team
Salary
Y
Y
Y
Y
Pension
Y
Y
Y
Y
Paid holiday
Y
Y
Y
Y
Share plans
Y
Y
Y
Y
Bonus/incentives
Y
Y
Y
Y
Death in service
Y
Y
Y
Y
Car allowance or car
Job need
Market dependent
Y
Y
Private medical
N
N
Y
Y
Why is Reward Structured Differently at Senior Levels?
The UK Corporate Governance Code protects the interests of shareholders by ensuring that reward is structured in a way that ensures
Executives make the right long-term decisions for the business to deliver sustainable long-term shareholder value in a way that is consistent
with our culture and values. As a consequence, a high proportion of Executive reward is directly linked to long-term performance, resulting in
“variable pay”, which only pays out when the Company does well. The Executive Directors participate in two variable reward plans as follows
(further details can be found on pages 140 and 141):
Annual Bonus
Targets are assessed over the financial year based on performance against financial and strategic measures
(one-third of any payment is deferred into a Deferred Bonus Plan for three years after payment).
Performance Share
Plan (“PSP”)
Targets are assessed over three financial years. Vested awards are subject to a two-year holding period.
134
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
Executive Directors’ Remuneration
0
100
200
300
400
500
600
700
800
CFO (Jo Hartley)
CEO (Graham Stapleton)
£650k
£425k
£XXk
£650k
£425k
£0k (nil)
£0k (nil)
Fixed pay Annual bonus PSP
Annual Bonus and Long-Term Incentive Plan Outcomes
The charts below show the results of the performance targets for the annual bonus and PSP.
Further information on the outcomes for the annual bonus is shown on page 140 and for the PSP on page 141.
FY24 Annual Bonus
0%
20%
40%
60%
80%
100%
Actual after
discretion applied
Maximum
10%
10%
50%
20%
0%
10%
100%
Profit before tax Revenue Free cash flow
Cost (% sales) Strategic measures
2021 PSP
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Actual outcome
Maximum
50%
30%
20%
0%
100%
Underlying EPS growth Relative TSR
Service related sales
Aligning Pay with Performance
Discretion applied to overall outcome so final outturn was
0%. See pages 140 and 141 for further detail.
Key Performance
Indicator
Result
Outturn
before
discretion
Outturn
post
discretion
2023/24 Annual Bonus
Underlying Group
PBT
43.1m
nil
nil
Group revenue
£1,696.5m
3.4%
nil
Free cash flow
£29.1m
7.8%
nil
Cost as a % of sales
(44.6%)
10%
nil
Group NPS
66.5
3.5%
nil
Group colleague
turnover
42.8%
nil
nil
Group colleague
engagement
79%
nil
nil
Market share
Above target
3.5%
nil
2021 PSP
Relative TSR
lower quartile
nil
nil
Underlying basic
EPS
13p
nil
nil
Group services-
related revenue
£578m
nil
nil
Single Total Figure of Remuneration for Executive Directors for the Year Ended 29 March 2024
Fixed pay comprises base salary, benefits and pension. Variable pay comprises of the annual bonus and PSP award.
Further information on the single figure of remuneration can be found on page 140.
halfords.annualreport2024.com
135
GOVERNANCE
Aligning Our Performance Measures to Our Strategy
Over the past few years, our strategy has remained unchanged with motoring and cycling products and services remaining at the core of our
proposition. However, as we continue to evolve into a consumer and B2B services-focussed business, we placed greater emphasis on motoring,
generating higher and more sustainable financial returns.
As such, we have sought to ensure that the performance measures for our incentive awards reflect our strategic ambitions. The table below
provides a summary of our alignment.
Alignment to Strategy
Alignment to Our Stakeholders’ Interests
Annual Bonus
Underlying Group PBT
PBT is one of our main KPIs assessing the profitability of our
business and provides stakeholders with information on trends
and performance before the effect of non-underlying items.
Financial, shareholder
Free Cash Flow
Strong cash flow enables investment in our plan and returns
to shareholders, whilst aligning with broader aims to maintain a
strong balance sheet.
Financial, shareholder
Cost as a percentage
of revenue
Cost management remains a key focus for FY25, aligned
with delivering our profit ambitions and shareholder value
generation.
Financial, shareholder
Group NPS
As our business evolves to be more consumer and B2B
services-focussed, this measure focusses on our commitment
to customer service both in Retail and Autocentres.
Customers, shareholder
Colleague engagement
We are committed to an ambitious people agenda and strategy.
For FY25, measures within the annual bonus will focus on
colleague engagement. We believe this is a key metric to ensure
employee motivation, aligns with our organisational goals and
keeps a focus on retention of key employees in the business.
ESG, financial, customers, shareholder
Performance Share Plan
Relative TSR
Aligns management with the wider shareholder experience and
reinforces our ongoing focus in shareholder value creation.
Financial, shareholder
EPS
EPS is a measure of our investment thesis and indicates
whether we are achieving our aim to manage revenues, margins
and invest in long-term growth.
Financial, shareholder
Group
services-related sales
An indicator of our progress towards the ambition to become a
consumer and B2B services-focussed business with over half
of our business in services.
Financial, customer, shareholder
136
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
Directors’ Remuneration Policy Summary Report
Our Directors’ Remuneration Policy (the “Policy”) was approved by shareholders at the 2023 AGM. The full Policy is available on the Company’s
Website but as context for the rest of this report, the main elements of the Policy, as well as how the Policy was implemented during the year and
how it will be implemented in FY25, are summarised below:
Elements
Objective
Key features
Implementation in FY24
Implementation in FY25
Base salary
To attract and retain
management of a
high calibre.
Normally reviewed annually
with increases effective from
1 October. Salary increases
generally in line with the wider
employee workforce.
Graham Stapleton:
£616,700
Jo Hartley: £406,850
Increased by 3%, below
the wider workforce
with effect from
1 October 2023.
Salaries will next be reviewed with
effect from 1 October 2024 and
it is expected that any increase
will not exceed the increase
received for the wider workforce.
Benefits
Provide market
competitive benefits
consistent with
the role.
Set at an appropriate level
taking into account the
individual’s circumstances,
market practice and other
employees in the Group.
Executive Directors
received benefits in
relation to a car plus
fuel or a cash allowance,
private health insurance
and life assurance.
No changes proposed.
Pension
To provide individuals
with retirement
arrangements.
Pension is aligned with the
maximum employer pension
contribution available to the
majority of the UK workforce
(currently 3% of base salary).
On 1 April 2023, Graham
Stapleton’s pension
allowance was reduced
from 15% to 3% to be in
line with the rate available
for the wider workforce.
Jo Hartley received a
pension opportunity
of 3% of salary upon
appointment.
No changes proposed.
Annual Bonus
Incentivise the
achievement of
annual financial
targets and key
strategic, operational
and ESG objectives.
Maximum opportunity of
150% of salary with one-year
performance period.
One-third deferred into
shares for three years.
The Committee may, in its
discretion, adjust payments,
if it considers that the
outcome does not reflect
underlying financial or non-
financial performance.
Malus and clawback
provisions apply.
Based on 80% financial
measures and 20%
delivery of strategic
measures (full details on
page 140).
The Committee
considered the overall
outcome in the context
of wider business
performance in the year
and determined that
downwards discretion
should be applied, and
no bonus should be paid.
Graham Stapleton: 150% of
salary.
Jo Hartley: 150% of salary.
For FY25, measures will be 90%
financial measures and 10%
strategic measures:
• Underlying Group Profit Before
Tax 60%,
• Free Cash Flow 20%,
• Cost as a percentage of
sales 10%
Strategic Metrics 10% (customer
NPS 5% and colleague
engagement 5%)
halfords.annualreport2024.com
137
GOVERNANCE
Elements
Objective
Key features
Implementation in FY24
Implementation in FY25
PSP
Align Executive
Directors’ interests
with those of our
shareholders by
incentivising them to
deliver the Company
strategy and to
create a sustainable
business and
maximise returns to
shareholders.
Maximum opportunity of
200% of salary.
Three-year performance
period.
Two-year holding period after
vesting.
The Committee may, in its
discretion, adjust payments, if
it considers that the outcome
does not reflect underlying
financial or non-financial
performance.
Malus and clawback
provisions apply.
Graham Stapleton and
Jo Hartley were granted
awards of 200% of salary
in the year.
Awards granted in
December 2023 were
based on:
• EPS growth 40%;
• Group service-related
revenue 20%; and
• Relative TSR vs the
FTSE All Share General
Retailers Index 40%.
Targets are disclosed on
page 141.
Graham Stapleton and Jo Hartley
will be granted awards of up to
200% of salary.
Consideration will be given to
share price performance and
stakeholder experience when
determining the award prior to
the date of grant.
FY25 awards will be subject
to the following performance
conditions:
• EPS growth 40%
• Group service-related
revenue 20%
• Relative TSR vs the FTSE
All Share General Retailers
Index 40%
Shareholding
guidelines
Align individuals with
shareholders.
Executive Directors are
expected to build and retain
a shareholding with a value
equal to at least 200% of
their annual base salary.
Expectation that 75% of any
post-tax shares that vest
from incentive plans are
retained until the guideline
is met.
Executive Directors will
normally be expected
to maintain a minimum
shareholding of 200% of
salary (or actual shareholding
if lower) for two years
following stepping down as
an Executive Director.
Executive Directors
were subject to a 200%
of salary shareholding
guideline.
No change.
138
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
Structure and Content of the
Remuneration Report
This Remuneration Report has been prepared
in accordance with the provisions of the
Companies Act 2006 and Schedule 8 of the
Large and Medium-sized Companies and
Group (Accounts and Reports) (Amendment)
Regulations 2013 (the “Regulations”).
This Remuneration Report meets the
requirements of the UK Listing Rules and the
Disclosure Guidance and Transparency Rules.
The information set out below represents
auditable disclosures referred to in the
Independent Auditor’s Report on pages 158
to 167, as specified by the UK Listing
Authority and the Regulations.
Committee Composition
During the year, the Committee consisted of:
• Jill Caseberry (Chair)
• Tom Singer
• Tanvi Gokhale (appointed 20 June 2023)
• Helen Jones (retired 6 September 2023)
Six scheduled Committee meetings were
held during the year and were attended by all
relevant members at the time of the meeting.
After each Committee meeting, the
Remuneration Committee Chair reported to
the Board on the key issues that had been
discussed.
A number of informal discussions were
also held with the Committee members
throughout the year when the need arose.
Activities During the Year
During the year, the Policy operated as
intended. The Committee undertook the
following activities:
• Reviewed and approved the Directors’
Remuneration Report published in the
FY23 Annual Report and Accounts.
• Finalised the Remuneration Policy for
shareholder approval at the 2023 AGM.
• Discussed and approved incentive
outcomes for FY23.
• Reviewed and approved organisational
design changes.
• Approved grants under the Company’s
share schemes.
• Considered the approach to implementing
the Remuneration Policy for FY24,
including setting Executive Director
and Chair salaries/fees from 1 October
2023. Non-Executive Director fees are
determined by the Chair and the Executive
Directors.
• Reviewed considering and setting the
approach to performance measures for
the FY24 annual bonus and performance
share plans.
• Reviewed the mechanics and assets of
the Employee Benefit Trust and hedging
arrangements.
• Discussed and approved remuneration
arrangements for the Executive
management team below the Board.
• Reviewed the Committee’s Terms of
Reference.
• Reviewed and approved new share
plan rules for the UK Sharesave, the
International Sharesave and the Company
Share Option Scheme.
• Discussed and approved a change to
the Sharesave grant timetable to enable
participants to take advantage of the new
HMRC bonus rates.
• Reviewed remuneration arrangements for
the wider workforce and took these into
account when considering Executive pay.
• Received a market update on the Executive
pay landscape.
• Received an update on the gender pay
report.
• Reviewed and approved the appointment
of remuneration advisors and set the
appropriate fee.
Advisors and Other Attendees
During the year, the Committee has been
supported by the Chief Property and
People Officer and the Reward Director
together with the Company Secretary
(who acts as secretary to the Committee).
The Chief Executive Officer and Chief
Financial Officer also attend Committee
meetings on occasion, at the request of the
Committee; they are not present when their
own remuneration is discussed. In carrying
out its responsibilities, the Committee is
authorised to obtain the advice of external
independent remuneration consultants and
is solely responsible for their appointment,
retention and termination. During the year,
the Committee has taken advice from
Deloitte LLP (“Deloitte”), which advised
on remuneration reporting, share option
evaluations and other remuneration matters.
Deloitte also provided unrelated advice on
debt advisory work, tax services, financial
reporting and legal support during the year.
Total fees paid to Deloitte in respect of
remuneration advice were £51,125 charged
on a time and materials basis.
Deloitte is a founding member of the
Remuneration Consultants Group and
adheres to the Remuneration Consultants
Group Code of Conduct when providing
services. The Committee considers Deloitte’s
advice independent and impartial, and is
also satisfied that the Deloitte engagement
team that advises the Remuneration
Committee does not have connections
with the Company or its Directors that
might impair their independence. The
Committee considered the potential for
conflicts of interest and judged that there
were appropriate safeguards against such
conflicts.
Shareholder Dialogue
The voting outcome from the 2023 AGM
held on 6 September 2023 showed
strong support for the revised Directors’
Remuneration Policy (the “Policy”).
Furthermore, the voting outcome from the
2023 AGM showed strong support for our
FY23 Directors’ Remuneration Report. The
following table sets out the votes cast at the
2023 AGM in respect of the Policy and the
FY23 Directors’ Remuneration Report.
% of
votes
For
% of
votes
Against
FY23 Directors’
Remuneration Report*
99.22%
0.78%
FY23 Remuneration
Policy**
99.23%
0.77%
*
49,856 votes (0.03% of votes) were withheld in relation
to this resolution
** 40,189 votes (0.02% of votes) were withheld in relation
to this resolution
We continue to be mindful of the views of our
shareholders and other stakeholders and
encourage discussion with shareholders on
any issue related to Executive remuneration.
In the event of a substantial vote against
a resolution in relation to Directors’
remuneration, we would seek to understand
the reasons for any such vote to determine
appropriate actions and detail any such
actions in response to it in the Directors’
Remuneration Report.
halfords.annualreport2024.com
139
GOVERNANCE
Annual Report on Remuneration
How the Remuneration Policy was Implemented in FY24 – Executive Directors
Single Remuneration Figure (Audited)
2023/24
Base
Salary
(£)
Benefits
(£)
Pension
(£)
Other
(£)
Total Fixed
(£)
Bonus
(£)
PSP
(£)
Total
Variable
(£)
Total
“Single
Figure”
(£)
Graham Stapleton
607,719
24,758
17,962
–
650,440
–
–
–
650,440
Jo Hartley
400,940
12,225
11,850
–
425,015
–
–
–
425,015
2022/23
Graham Stapleton
587,224
24,821
88,084
–
700,129
–
534,4621
534,462
1,234,591
Jo Hartley2
376,190
11,602
11,286
112,017
511,095
–
–
–
511,095
1
For 2022/23, the 2020 PSP value had been restated to reflect the share price at the date of vesting on 3 July 2023 of £2.156 compared to the average three month share price to
31 March 2023 of £1.97 used in the FY23 Remuneration Report. The value disclosed in FY23 was £489,255. No discretion was applied in relation to share price changes
2
Jo Hartley received a payment of £112,017 upon joining to replace a cash bonus she was required to repay on cessation of employment from her previous employer
Benefits
Benefits include payments made in relation to a car cash allowance and fuel and private health insurance. For Graham Stapleton, the car
allowance plus fuel came to £21,601 and for Jo Hartley £11,200.
Pension
Pension payments represent contributions made either to defined contribution pension schemes or as a cash allowance. Graham Stapleton
received an allowance of 15% of base salary until 1 April 2023 when Graham’s allowance reduced to 3% of base salary to ensure alignment with
the maximum employer pension contribution available to the majority of the workforce. Jo Hartley received an allowance of 3% of base salary in
line with the majority of the workforce.
FY24 Annual Bonus
The annual bonuses for FY24 for the Executive Directors were as follows:
FY24 Outturn
Financial measures (80% of award)
Weighting
Threshold
(15%) Target (50%)
Maximum
(100%)
FY24
Achievement
before
discretion
post
discretion
Underlying PBT (£m)
50%
£50.0m
£53.0m
£56.0m
£43.1m
0%
0%
Group Revenue (£m)
10%
£1,670m
£1,721.6m
£1,773.2m
£1,698.4m
3.4%
0%
Free Cash Flow (£m)
10%
£24.4m
£27.4m
£30.4m
£29.1m
7.8%
0%
Cost (% of sales)
10%
(47.8%)
(47.3%)
(46.8%)
(44.6%)
10%
0%
FY24 Outturn
Strategic measures (20% of award)
Weighting
Target
Stretch
FY24
Achievement
before
discretion
post
discretion
Group Colleague Engagement
5%
81-83%
84%+
79%
0%
0%
Group NPS
(FY24 score)
5%
66.3
66.8
66.5
3.5%
0%
Market Share
5%
Motoring, Cycling, MOT and Tyres
Above target
3.5%
0%
Labour Turnover (%)
5%
42.5%
42%
42.8%
0%
0%
Total
140
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
While we have demonstrated good progress in some key strategic areas, in making this decision, the Committee and the Executive Directors
took into account a number of factors including overall stakeholder experience, performance against financial metrics and payouts for
colleagues. Although we were pleased to make bonus payments to our Autocentres and Retail colleagues, the Committee also took into
account that there were a number of colleagues who received no bonus due to a PBT performance being below threshold. Therefore, the annual
bonus for FY24 is 0%.
Performance Outcomes for 2021 PSP Awards
Metric
Weighting
Threshold
targets (25%
vesting)
Maximum
targets (100%
vesting)
Performance
% total award
vesting
Group services-related sales
(total of sales for FY22 to FY24)
20%
£586.2m
£617.0m
£578m
0%
Underlying EPS growth – CAGR
50%
29.5p
38.2p
13p
0%
Relative TSR
30%
Market median
Upper quartile
below median
0%
Total
0%
As none of the performance conditions were met, the award has lapsed in full.
Share Awards Granted During the Year (Audited)
Performance Share Plan
During the period, the following awards were granted to the Executive Directors under the Performance Share Plan (“PSP”) as follows:
Date of award
Type of award
Number of
shares1
Maximum
face value of
award2
Threshold
vesting (% of
award)
Performance period
Graham Stapleton
12 Dec 2023
Nil cost option
(0p exercise price)
645,759
£1,233,400
25%
1 April 2023 to 3 April 2026
Jo Hartley
12 Dec 2023
Nil cost option
(0p exercise price)
426,020
£813,698
25%
1 April 2023 to 3 April 2026
1
Awards based on 200% of salary
2
Based on the average mid-market price on three preceding days of the awards of £1.91 on 12 December 2023
Performance Conditions
The performance conditions and targets for PSP awards granted during FY24 are as follows:
Underlying EPS growth – CAGR
(40% of the award)
Relative TSR
(40% of the award)
Group services-related sales
(total of sales for FY23 to FY25)
(20% of the award)
Award (200%)
100% vesting
35.5 pence or higher
Upper quartile
Above £946.0m
Straight-line vesting
Between 26.6 pence
and 35.5 pence
Between market median
and upper quartile
Between £851.4m
and £946.0m
25% vesting
26.6 pence
Market median
£851.4m
0% vesting
Below 26.6 pence
Below market median
Below £851.4m
The award shares that vest will become exercisable in 2026. The shares that vest will be subject to a two-year holding period.
Deferred Bonus Plan
During the period, no awards were granted under the Deferred Bonus Plan (“DBP”).
halfords.annualreport2024.com
141
GOVERNANCE
Outstanding Share Awards (Audited)
Performance Share Plan (“PSP”)
The following summarises outstanding awards under the PSP:
Award date
Grant
price7
(£)
Awards
held
1 Apr
2023
Awarded
during
the
period
Dividend
reinvestment8
Forfeited
during
the
period
Lapsed
during
the
period
Exercised
during
the
period
Awards
held 29
Mar 2024
Performance
period
years to
Holding
period to
Graham
Stapleton
5 Oct 20181
3.197 350,071
–
12,334
–
–
362,405
–
2 Apr 2021
2 Apr 2023
20 Sept 20192
1.696 633,709
–
33,440
–
–
–
667,149
1 Apr 2022
1 Apr 2024
16 Oct 20203
2.425 495,791
–
13,081
247,896
–
–
260,976
31 Mar 2023
31 Mar 2025
7 Oct 20214
2.921 412,380
–
21,760
–
–
–
434,140
29 Mar 2024
29 Mar 2026
21 Oct 20225
1.671 637,419
–
33,636
–
–
–
671,055
28 Mar 2025
28 Mar 2027
12 Dec 20236
1.91
–
645,759
10,938
–
–
–
656,697
3 Apr 2026
3 Apr 2028
Jo
Hartley
21 Oct 20225
1.671 360,444
–
19,019
–
–
–
379,463
28 Mar 2025
28 Mar 2027
12 Dec 20236
1.91
–
426,020
7,216
–
–
–
433,236
3 Apr 2026
3 Apr 2028
1
The 2018 award granted on 5 October 2018 vested at 84.9% in April 2021, a two-year deferral period was attached to the award. The deferral was applied as a gross holding
retention period, which meant the award could not be exercised until the second anniversary of vesting (April 2023). The award continued to attract dividend reinvestment shares
during the deferral period. Graham exercised his award on 12 December 2023
2
The 2019 award granted on 20 September 2019 vested at 100% in April 2022, a two-year deferral period is attached to the award. The deferral is applied as a gross holding
retention period, which means the award cannot be exercised until the second anniversary of vesting (April 2024). The award continues to attract dividend reinvestment shares
during the deferral period
3
The 2020 award granted on 16 October 2020 vested at 50% in April 2023, a two-year deferral period is attached to the award. The deferral is applied as a gross holding retention
period, which means the award cannot be exercised until the second anniversary of vesting (April 2025). The award continues to attract dividend reinvestment shares during the
deferral period
4
The 2021 award granted on 7 October 2021 was subject to 50% underlying EPS growth (25% vesting at 5% CAGR. 100% vesting at 12% CAGR), 30% to Relative TSR (25% vesting
achieving below market median. 100% vesting achieving upper quartile), and 20% to Group services related sales (25% vesting for £586.2m, 100% vesting for £617.0m). On 6 June
2024, the Committee confirmed the award will lapse in full
5
The 2022 award granted on 21 October 2022 is subject to 50% underlying EPS growth (25% vesting at 24.7p in FY25. 100% vesting at 34.5p in FY25), 30% to Relative TSR (25%
vesting achieving below market median. 100% vesting achieving upper quartile), and 20% to Group services related sales (25% vesting for £840.6m, 100% vesting for £934.0m)
6
The 2023 award granted on 12 December 2023 is subject to 40% underlying EPS growth (25% vesting at 26.6p in FY26. 100% vesting at 35.5p in FY26), 40% to Relative TSR (25%
vesting achieving below market median. 100% vesting achieving upper quartile), and 20% to Group services related sales (25% vesting for £851.4m, 100% vesting for £946.0m)
7
The grant price is calculated by taking the mid-market average across the three preceding days prior to the grant date
8
The interim and final dividends have been reinvested in shares at prices between £1.771 and £1.9867
Deferred Bonus Plan (“DPB”)
Award date
Grant
price1
(£)
Awards
held 1 Apr
2023
Awarded
during the
period
Dividend
reinvestment2
Forfeited
during the
period
Lapsed
during the
period
Exercised
during the
period
Awards
held 29
Mar 2024
Vesting
Graham
Stapleton
30 June 2021
4.312
65,056
–
3,432
–
–
–
68,488 30 June 2024
30 June 2022
1.429
167,306
–
8,827
–
–
–
176,133 30 June 2025
1
The grant price is calculated by using the mid-market quotation on the date of grant
2
The interim and final dividends have been reinvested in shares at prices between £1.771 and £1.9867
142
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
CEO Pay Compared to Performance
The following graph shows the TSR performance of the Company since April 2014, against the FTSE All Share General Retailers Index (which
was chosen because it represents a broad equity market index of which the Company is a constituent).
0
20
40
60
80
100
120
FTSE All-Share General Retailers
Halfords Group
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
Source: Thomson Reuters Datastream
The following table summarises the CEO single figure for the past ten years and outlines the proportion of annual bonus paid as a percentage of
the maximum opportunity and the proportion of PSP awards vesting as a percentage of the maximum opportunity. The annual bonus is shown
based on the year to which performance related and the PSP is shown for the last year of the performance period.
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
FY23
FY24
CEO Single Figure (£000)
Graham Stapleton1
–
–
–
1,818
670
678
2,699
2,752
1,189
650
Jonny Mason2
–
–
–
236
–
–
–
–
–
–
Jill McDonald3
–
851
741
295
–
–
–
–
–
–
Matt Davies4
645
54
–
–
–
–
–
–
–
–
Annual Bonus (% of maximum)
Graham Stapleton1
–
–
–
70%
–
–
92.5%
79.37%
–
–
Jonny Mason2
–
–
–
42.3%
–
–
–
–
–
–
Jill McDonald3
–
23.5%
–
–
–
–
–
–
–
–
Matt Davies4
–
–
–
–
–
–
–
–
–
–
PSP Vesting (% of maximum)
Graham Stapleton1
–
–
–
–
–
–
84.9%
100%
50%
–
Jonny Mason2
–
–
–
–
–
–
–
–
–
–
Jill McDonald3
–
–
–
–
–
–
–
–
–
–
Matt Davies4
–
–
–
–
–
–
–
–
–
–
1
Graham Stapleton was appointed in January 2018. An incorrect benefits figure was reported for FY19 in error; this was corrected and reflected in the total for FY19. The single
figure for FY21 has been restated to reflect the share price of the PSP at the date of vesting on 9 June 2021 of £3.88
2
Jonny Mason was appointed as interim Chief Executive Officer for the period from September 2017 to the date of Graham Stapleton joining in January 2018, and the figures
represent pro-rated amounts of his bonus and overall remuneration for FY18
3
Jill McDonald was appointed in May 2015 and resigned as CEO in September 2017
4
Matt Davies was appointed in October 2012 and resigned as CEO in April 2015
halfords.annualreport2024.com
143
GOVERNANCE
Shareholding Guidelines
The Committee believes that it is important that Executive Directors’ interests are aligned with those of the shareholders. Executive Directors are
encouraged to acquire and retain shares with a value equal to 200% of their annual base salary. Executive Directors are expected to retain 75%
of any post-tax shares that vest under any share incentive plans until this shareholding guideline is met.
Graham Stapleton
Jo Hartley
Shareholding guideline
200%
200%
Shareholding as at 29 March 2024
852,5091
nil
Current value (based on share price on 29 March 2024)
£1,368,277
nil
Current % of salary
221.87%
nil
1
The shareholding figure includes the vested shares from the 2019 and 2020 Performance Share Plan awards (on a net of tax basis), which are currently being held in a two-year
deferral period in the Employee Benefit Trust (“EBT”). The figure also includes the shares held in the EBT in relation to the Deferred Bonus Plan grants made in 2021 and 2022 (on a
net of tax basis)
These figures include those of their spouse or civil partner and infant children, or stepchildren, as required by Section 822 of the Companies
Act 2006.
On 12 July 2024, Graham Stapleton exercised his 2019 Performance Share Plan award and his 2021 Deferred Bonus Plan award. Consequently,
as at 17 July 2024, Graham held 851,469 shares. There has been no change in the beneficial interest of Jo Hartley between 29 March and
17 July 2024
Under the post-employment shareholding guideline, Executive Directors are expected to retain their shareholding guideline (200% of salary) for
a period of two years post stepping down as an Executive Director. This post-employment shareholding guideline applies to any performance
incentive shares that vested from 1 April 2020.
Executive Directors’ Appointments
Director
Date of Service Agreement
Notice Period
Graham Stapleton
8 September 2017
6 months
Jo Hartley
1 October 2021
6 months
Outside Appointments
Halfords recognises that its Executive Directors may be invited to become Non-Executive Directors of other companies. Such Non-Executive
duties can broaden experience and knowledge, which can benefit Halfords. Subject to approval by the Board, Executive Directors are allowed
to accept Non-Executive Director appointments and retain the fees received, provided that these appointments are not likely to lead to conflicts
of interest.
Loss of Office Payments (Audited)
No loss of office payment was made to a Director during the period.
Payments to Former Directors (Audited)
No payments were made to former Directors during the period.
144
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
How the Remuneration Policy was Implemented in FY24 – Non-Executive Directors
Non-Executive Director single figure comparison (Audited)
During the year, fees for the Non-Executive Directors and the Chair were reviewed to ensure they remained competitive and aligned with those
offered at similar sized companies. As a result of this review, it was determined that the base for the NEDs and Chair would be increased by 3%,
effective from 1 October 2023. No increase was applied to the Committee Chair fees.
Director
Role
Board
fees
(£)
Senior
Independent
Director fee
(£)
Committee Chair/
Employee Voice
Director fees
(£)
Taxable
benefits1
(£)
Total
“Single
Figure”2 2024
(£)
Total
“Single Figure”
2023
(£)
Keith Williams3 Company Chair
206,760
–
–
–
206,760
199,787
Jill Caseberry4
Senior Independent Director,
Remuneration Committee Chair
55,883
5,714
10,000
449
72,047
64,437
Tom Singer3
Audit Committee Chair
55,883
–
10,000
–
65,883
64,345
Tanvi Gokhale5 ESG Committee Chair and
Employee Voice Director
43,787
–
5,000
–
48,787
–
Helen Jones6
Senior Independent Director,
ESG Committee Chair and
Employee Voice Director
26,929
5,000
5,000
426
37,355
74,212
1
Includes hotel and travel costs incurred when attending Halfords’ meetings and Board visits
2
The Chair and Non-Executive Directors are not entitled to participate in any of the Group’s incentive plans or pension plans so all pay is fixed
3
Keith Williams, Tom Singer and Tanvi Gokhale did not claim any taxable benefits during the year
4
Due to a payroll error, a portion of fees for Jill Caseberry relating to her appointment as Senior Independent Director from 6 September 2023 were paid in FY25. This amounted
to £5,714
5
Tanvi Gokhale joined the Board on 20 June 2023 and became ESG Committee Chair and Employee Voice Director on 6 September 2023
6
Helen Jones retired from the Board on 6 September 2023
Non-Executive Director Shareholding
Director
2024
2023
Keith Williams
180,000
150,000
Jill Caseberry
20,283
3,125
Tom Singer
30,000
30,000
Tanvi Gokhale
–
N/A
These figures include those of their spouses, civil partners and infant children, or stepchildren, as required by Section 822 of the Companies Act
2006. There was no change in these beneficial interests between 29 March 2024 and 17 July 2024.
Non-Executive Directors do not have a shareholding guideline, but they are encouraged to buy shares in the Company.
Non-Executive Directors’ Appointments
None of the Non-Executive Directors have an employment contract with the Company. However, each had entered into a letter of appointment
with the Company confirming their appointment for a period of three years, unless terminated by either party giving the other not less than three
months’ notice or by the Company on payment of fees in lieu of notice.
Director
Appointed
Date of current
appointment
Expiry date
Unexpired term at the
date of this report
Jill Caseberry
01-Mar-19
01-Mar-22
28-Feb-25
9 months
Tom Singer
16-Sep-20
16-Sep-23
15-Sep-26
27 months
Keith Williams
24-Jul-18
24-Jul-21
23-Jul-24
1 months
Tanvi Gokhale
20-Jun-23
20-Jun-23
19-Jun-26
24 months
Their appointments are subject to the provisions of the Companies Act 2006 and the Company’s Articles of Association, and, in particular, the
need for re-election. Continuation of an individual Non-Executive Director’s appointment is also contingent on that Non-Executive Director’s
satisfactory performance, which is evaluated annually. The Non-Executive Directors’ letters of appointment are available for inspection by
shareholders at the Company’s registered office.
halfords.annualreport2024.com
145
GOVERNANCE
How the Remuneration Policy will be Implemented for FY25 – Executive Directors
Salary
The salary for the Executive Directors, Graham Stapleton and Jo Hartley, was increased by 3% with effect from 1 October 2023, which was
below the increase received across the wider workforce.
The salaries for the current Executive Directors are as follows:
CEO – Graham Stapleton
£616,700
CFO – Jo Hartley
£406,850
Salaries will next be reviewed with effect from 1 October 2024.
Pension
Graham Stapleton and Jo Hartley receive pension allowances of 3%, which is in line with the rate available for the wider workforce.
Annual Bonus
The normal maximum annual bonus for Executive Directors is 150% of base salary with two-thirds paid in cash and one-third paid in Halfords’
shares deferred for three years.
For FY25, following a review of the performance measures, the Committee agreed to adjust the measures on the annual bonus plan to reflect
the emphasis on profit growth, cost reduction and cash flow improvements for FY25.
Performance Measures for FY25 Annual Bonus
Financial Measures
90%
• Underlying Group Profit Before Tax – 60%
• Free Cash Flow – 20%
• Cost as a percentage of sales – 10%
Strategic Measures
10%
• NPS – 5%
• Colleague Engagement – 5%
Targets have not been disclosed at the current time as they are considered to be commercially sensitive. The Committee intends to disclose
targets in next year’s Directors’ Remuneration Report.
Performance Share Plan (“PSP”)
The normal PSP award for Executive Directors is 200% of base salary.
The Committee is mindful of shareholder guidance that award levels should be adjusted where the share price has fallen significantly compared
to prior years. Based on the current share price, the Committee is of the view that no adjustment is required; however, the Committee will take
this into account when determining award levels in September.
Our normal practice is to grant awards in the autumn.
FY25 PSP awards are due to be granted later in the year. These awards will continue to vest based on relative TSR vs. FTSE All-Share General
Retailers Index (40% weighting), on EPS performance for FY27 (40% weighting), and on Group Services-Related Revenue for FY26 (20%
weighting). These weightings are unchanged from FY24. 25% of the TSR element will vest for median performance with 100% vesting for
upper quartile TSR performance. Targets for the EPS and Group Services-Related Revenue measures will be determined and disclosed by the
Committee in due course.
146
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
How the Remuneration Policy will be Implemented for FY25 – Non-Executive Directors Fees
The fees of Non-Executive Directors are reviewed regularly. Any changes to these fees will be approved by the Board as a whole following a
recommendation from the Chief Executive Officer and the Remuneration Committee.
The fees of the Non-Executive Directors were reviewed in October 2023, where a 3% fee increase was applied to the Chair’s fee and the base
Non-Executive Director fee; however, no increase was applied to the Committee Chair fees. The next fee review will be in October 2024.
Current fees for Non-Executive Directors are as follows:
FY24
FY23
Chair
£209,816
£203,705
Base fee
£56,709
£55,058
Additional fees
Senior Independent Director
£10,000
£10,000
Committee Chair (Audit and Remuneration)
£10,000
£10,000
Employee Voice Director
£5,000
£5,000
Committee Chair (ESG)
£5,000
£5,000
Change in Remuneration of Directors Compared to Group Colleagues
The table below sets out the increase in total remuneration of the Directors and that of all colleagues in FY24 compared with the prior year.
FY23 to FY24
FY22 to FY23
FY21 to FY22
FY20 to FY21
Base
salary/
fees %
change
Annual
bonus
%
change
Benefits
%
change
Base
salary/
fees %
change
Annual
bonus %
change
Benefits
%
change
Base
salary/
fees %
change
Annual
bonus %
change
Benefits
%
change
Base
salary/
fees %
change
Annual
bonus %
change
Benefits
%
change
Executive Directors
Graham
Stapleton
3.00%
0%
–
4.00%
–13.00%
–
1.80% 100.00%
–
1.80%
–
–
Jo Hartley1
3.00%
0%
–
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Loraine
Woodhouse2
N/A
N/A
–
N/A
–13.00%
–
1.80% 100.00%
1.80%
–
–
Non-Executive Directors
Keith Williams
3.00%
–
–
4.00%
–
–
1.80%
–
–
0.00%
–
–
Helen Jones3
N/A
–
–
4.00%
–
–
1.80%
–
–
9.50%
–
–
Jill Caseberry
3.00%
–
–
4.00%
–
–
1.80%
–
–
0.00%
–
–
Tom Singer
3.00%
–
–
4.00%
–
–
1.80%
–
–
N/A
N/A
N/A
Tanvi Gokhale4
N/A
–
–
N/A
–
–
N/A
–
–
N/A
N/A
N/A
Average
pay of all
colleagues in
the Group
5.7%
–2.7%
–
5.91%
8.58%
–
2.80%
76.30%
–
4.02%
45.42%
–
1
Jo Hartley was appointed as Chief Financial Officer on 16 June 2022
2
Loraine Woodhouse retired from the Board on 1 July 2022
3
Helen Jones retired from the Board on 6 September 2023
4
Tanvi Gokhale was appointed as a Non-Executive Director on 20 June 2023
halfords.annualreport2024.com
147
GOVERNANCE
CEO Pay Ratio
Halfords being a UK-listed Company with more than 250 employees means that the Company is required to disclose annually the ratio of its
CEO’s pay to the median, lower quartile and upper quartile pay of their UK employees. Details of this can be found in the table below.
Year
Method
25th
percentile pay
ratio
Median pay
ratio
75th
percentile pay
ratio
2023/24
Option B
29:1
23:1
22:1
2022/23
Option B
61:1
56:1
34:1
2021/22
Option B
167:1
147:1
90:1
2020/21
Option B
143:1
126:1
99:1
Of the three options set out in the legislation for calculating the CEO pay ratio, we have chosen Option B using Gender Pay Gap data. This
option was chosen as it represents the most efficient method to determine the respective pay ratios. The colleagues at the three quartiles
were identified and their respective single-figure values calculated as of 5 April 2023. To ensure the identified colleagues were representative,
the total remuneration for a group of individuals above and below the identified colleague at each quartile was also reviewed. The Board has
confirmed that the ratio is consistent with the Company’s wider policies on employee pay, reward and progression. In order to determine the
full-time equivalent salary component for the representative colleagues, the hourly rate was multiplied by full-time hours to calculate the full-time
equivalent salary. No component of total remuneration was omitted. The base salary and total remuneration for each representative colleague
are outlined below, adjusted to reflect full-time equivalent hours. There is a decrease in the CEO pay ratio in 2024 compared to 2023. As has
been the case in previous years, the remuneration arrangements for the Executive Directors are more closely linked to performance, and this is
reflected in the year-on-year change, given both the annual bonus and the PSP did not pay out in the year.
Component
P25
P50
P75
Base Salary
£21,099
£23,643
£26,345
Total Remuneration
£25,212
£28,806
£29,075
148
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
REMUNERATION
COMMITTEE REPORT
Workforce Engagement in Remuneration
Halfords has long-established practices of engaging with colleagues across all areas of the business, including holding regular listening groups,
appointing and meeting with local colleague engagement People Champions, and conducting a colleague engagement survey. Although during
FY24 the Committee did not consult directly with colleagues regarding Executive Directors’ remuneration, the scope of this engagement will be
expanded to include Directors’ remuneration where appropriate for FY25 and the future.
During FY24, the Committee did not consult directly with colleagues regarding Executive Directors’ remuneration due to the mutual agreement
not to pay a bonus for FY24 and a below-average pay increase award. In addition to future engagement with employees, the Committee
will continue to consider the broader approach to pay and incentive outcomes for the wider employee base when setting pay policy and
determining incentive outcomes for the Executive Directors.
Gender Pay Gap Report
Details of the Group’s Gender Pay Gap Report for 5 April 2023 are available at www.Halfordscompany.com/environmental-social-and-
governance/our-colleagues/gender-pay-gap/.
Relative Importance of Pay
The Committee is also aware of shareholders’ views on remuneration and its relationship to other cash disbursements. The following table
shows the relationship between the Company’s financial performance, payments made to shareholders and expenditure on payroll.
2024
2023
EBITDA (underlying from continuing operations) (FY23: updated comparative)
£183.9m
£182.5m
PBT (underlying from continuing operations) (FY23: updated comparative)
£43.1m
£46.8m
Payments to employees:
Wages and salaries
£351.6m
£321.0m
Executive Directors1
£1.1m
£2.0m
Dividend paid to shareholders and share buybacks2
£21.7m
£19.5m
1
Based on the single figure calculation, not all of which is included within wages and salary costs
2
There were no share buybacks during FY23 nor FY24
halfords.annualreport2024.com
149
GOVERNANCE
The Directors present their report and the audited financial statements of Halfords Group plc (the “Company”) together with its subsidiary
undertakings (the “Group”) for the period ended 29 March 2024.
Halfords Group plc
Registered Number
04457314
Registered Office Address
Icknield Street Drive, Washford West, Redditch, Worcestershire B98 0DE
Country of Incorporation
England and Wales
Type
Public Limited Company
Additional Disclosure
The Company, in accordance with Section 414C of the Companies Act 2006, has chosen to provide disclosures and information to the extent
necessary to understand the Company’s development, performance and position and the impact of its activity, relating to, as a minimum:
environmental matters, the Group’s employees, social matters, respect for human rights, and anti-corruption and anti-bribery matters.
These matters and cross-references to the relevant sections of this Annual Report are shown in the table below:
Topic
Location
Page
Appointment and removal of Directors
Directors’ Report
152
Anti-Bribery and Corruption
Audit Committee Report
131
Articles of Association
Directors’ Report
154
Auditor
Directors’ Report
154
Audit Committee Report
Audit Committee Report
126
Authority to issue or purchase shares
Directors’ Report
154
Board of Directors
Directors’ Report
152
Board effectiveness and leadership: role and composition of the
Board and Committees; meeting attendance; skills and experience;
independence; diversity; induction and development; evaluation;
Directors and their other interests; and Board Committees
Corporate Governance Report
102
Branches
Directors’ Report
154
Charitable donations
Strategic Report: Our ESG Strategy
64
Colleague engagement
Corporate Governance Report
108
Directors Report
153
Colleagues’ involvement; training, diversity and inclusion; and disability
Directors’ Report
153
Strategic Report: Our ESG Strategy
62
Community
Strategic Report: Our ESG Strategy
64
Compensation for loss of office
Directors’ Report
154
Creditor payment policy
Directors’ Report
154
Culture
Corporate Governance Report
106
Directors’ biographies
Board of Directors
98
Directors’ indemnities
Directors’ Report
153
Directors’ interests
Directors’ Remuneration Report
144
Directors’ Remuneration Report and Remuneration Policy Summary
Directors’ Remuneration Report
132
Directors’ Responsibilities Statement
Directors’ Responsibilities Statement
155
Diversity and Inclusion
Directors’ Report
153
Governance at a Glance
97
Nomination Committee Report
122
Strategic Report: Our ESG Strategy
62
Energy and Carbon Emissions
Strategic Report: Our ESG Strategy
68
Financial instruments
Note 22 to the Financial Statements
202
Future developments of the business
Chief Executive Officer’s Statement
28
Financial position of the Group, its cash flows, liquidity position and
borrowing facilities
Chief Financial Officer’s Statement
76
Gender
Strategic Report: Our ESG Strategy
63
Governance at a Glance
95
Nomination Committee Report
122
Going concern
Strategic Report: Going Concern and Viability
90
150
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
DIRECTORS’
REPORT
Topic
Location
Page
Governance
Corporate Governance Report
92
Important events since year-end
Directors’ Report
154
Independent Auditor
Independent Auditor’s Report
158
Internal control and risk management
Corporate Governance Report
119
Modern Slavery Statement
Directors’ Report
154
Nomination Committee Report
Nomination Committee Report
120
Political donations
Directors’ Report
154
Powers of the Directors
Directors’ Report
152
Principal activities
Directors’ Report
152
Re-election of Directors
Corporate Governance Report
114
Restrictions on transfer of securities
Directors’ Report
152
Section 172(1) Statement
Strategic Report: Section 172(1) Statement
42
Corporate Governance Report
109
Share capital
Directors’ Report
153
Note 23 to the Financial Statements
207
Significant shareholders
Directors’ Report
153
Subsidiary and associated undertakings
Note 4 to the Financial Statements
217
Stakeholders
Corporate Governance Report
109
Statement of Corporate Governance
Corporate Governance Report
102
Strategic Report
Strategic Report
24
Viability Statement
Strategic Report: Going Concern and Viability
90
Voting rights
Directors’ Report
153
Disclosures required under Listing Rule 9.8.4R
The Company, in accordance with Listing Rule 9.8.4C, has disclosed the information required to be included in the Annual Report under Listing
Rule 9.8.4R. This information can be found on the following pages of the Annual Report:
Topic
Report
Page
Statement of the amount of interest capitalised
Note 16 to the Financial Statements
200
Long-term incentive schemes
Directors’ Remuneration Report
135
Waiver of dividends
Director’s Report
152
No other disclosures under Listing Rule 9.8.4 are required.
Disclosures Required under Listing Rule 9.8.6
The Company, in accordance with Listing Rule 9.8.6, has included in the Annual Report and Accounts a number of statements, which contain
certain prescribed Corporate Governance disclosures this includes diversity-related disclosures and climate-related financial disclosures
consistent with the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations and recommended disclosures. This
information can be found on the following page of the Annual Report:
Topic
Report
Page
Interests of each Director of the Company
Directors Report
152
Interests disclosed in accordance with DTR5
Directors Report
153
Going Concern
Strategic Report: Going Concern and Viability
90
Shareholder Authority for purchase of own shares
Directors Report
154
Compliance with the UK Corporate Governance Code
Directors Report
152
Corporate Governance Report
102
Task Force on Climate-related Financial Disclosures (“TCFD”)
Strategic Report: TCFD
69
Board Diversity
Strategic Report: Our ESG Strategy
62
Corporate Governance Report
97
Nomination Committee Report
122
Numerical data on Board diversity
Corporate Governance Report
95
Nomination Committee Report
122
Approach to Data Collection
Corporate Governance Report
122
halfords.annualreport2024.com
151
GOVERNANCE
UK Corporate Governance Code
The Company has applied the principles
of, and complied with, the provisions of the
2018 UK Corporate Governance Code (the
“Code”) throughout the period, save for
the following: the Board notes that there
was a short breach of provision 11 of the
Code between 31 March 2023 and 20 June
2023. It was agreed that Helen Jones would
remain in office until the end of the AGM on
6 September 2023. The Board recognised
that as it had assessed that Helen would
no longer be regarded as independent for
the purpose of the Code, because of her
extended tenure, this did create a technical
breach of the Code’s recommendation that
the majority of the Board be independent
Non-Executive Directors. However, the Board
believed that this short-term situation was
justified to ensure that the correct candidate
was appointed to the Board in Helen’s place
and was resolved when Tanvi Gokhale was
appointed as a Non-Executive Director on
20 June 2023.
The Corporate Governance Report as
set out from page 102 forms part of the
Directors Report.
Principal Activities
The principal activities of the Group are:
the provision and retailing of motoring and
cycling services and products; vehicle
servicing, maintenance and repairs through
garages and mobile vans; and the provision
of software as a service. The principal activity
of the Company is that of a holding company.
The Company’s registrar is Link Group,
Central Square, 29 Wellington Street, Leeds
LS1 4DL.
Profits and Dividends
The Group’s results for the period are set
out in the Consolidated Income Statement
on page 168. The profit before tax from
continuing operations was £38.8m (2023:
updated comparative £39.0m) and the
profit after tax amounted to £17.3m (2023:
updated comparative £28.1m). The Board
proposed that a final dividend of 5.0 pence
per ordinary share be paid on 13 September
2024 to shareholders whose names are
on the register of members at the close
of business on 9 August 2024. An interim
dividend payment of 3.0 pence per ordinary
share was paid on 19 January 2024.
Computershare Trustees (Jersey) Limited,
trustee of the Halfords Employees’ Share
Trust, has waived its entitlement to dividends.
Performance Monitoring
The delivery of the Group’s strategic
objectives is monitored by the Board through
Key Performance Indicators (“KPIs”) and
periodic reviews of various aspects of the
Group’s operations. The Group considers
that the KPIs listed on pages 45 to 47 are
appropriate measures to assess the delivery
of the Group’s Strategy.
Directors
The following were Directors of the Company
during the period ended 29 March 2024 and
at the date of this report:
• Keith Williams
• Graham Stapleton
• Jo Hartley
• Jill Caseberry
• Tom Singer
• Tanvi Gokhale (appointed 20 June 2023)
• Helen Jones (retired 6 September 2023)
In accordance with the Company’s Articles
of Association and the UK Corporate
Governance Code guidelines, all those
persons holding office as a Director of the
Company on 29 March 2024 will retire and
offer themselves for re-election at the 2024
Annual General Meeting (“AGM”).
The Service Agreements of the Executive
Directors and the Letters of Appointment
of the Non-Executive Directors are available
for inspection at the registered office of the
Company. A summary of these documents
is also included in the annual Directors’
Remuneration Report on pages 132 to 149.
Appointment and
Removal of a Director
A Director may be appointed by an ordinary
resolution of shareholders in a general
meeting following a recommendation by the
Nomination Committee in accordance with
its Terms of Reference, as approved by the
Board or by a member (or members) entitled
to vote at such a meeting. Alternatively,
a Director may be appointed following
retirement by rotation if the Director chooses
to seek re-election at a general meeting. In
addition, the Directors may appoint a Director
to fill a vacancy or act as an additional
Director, provided that the individual retires
at the next Annual General Meeting and, if
they are to continue, they offer themselves
for election. A Director may be removed by
the Company in circumstances set out in the
Company’s Articles of Association or by a
special resolution of the Company.
Powers of the Directors
Subject to the Articles, the Companies Act
and any directions given by the Company
by special resolution and any relevant
statutes and regulations, the business of the
Company will be managed by the Board who
may exercise all the powers of the Company.
Specific powers relating to the allotment and
issuance of ordinary shares, and the ability of
the Company to purchase its own securities,
are also included within the Articles, and
such authorities are submitted for approval
by the shareholders at the Annual General
Meeting each year. The authorities conferred
on the Directors at the 2023 Annual General
Meeting (“AGM”), held on 6 September 2023,
will expire on the date of the 2024 AGM.
Directors’ Interests
The Directors’ interests in, and options over,
ordinary shares in the Company are shown
in the Directors’ Remuneration Report on
pages 144 and 145.
Since the end of the financial year and the
date of this report, there have been no
changes to such interests.
In line with the requirements of the
Companies Act, Directors have a statutory
duty to avoid situations in which they have, or
may have, interests that conflict with those
of the Company unless that conflict is first
authorised by the Board.
The Company has procedures in place
for managing conflicts of interest. The
Company’s Articles of Association contain
provisions to allow the Directors to authorise
potential conflicts of interest, so that if
approved, a Director will not be in breach
of their duty under company law. In line
with the requirements of the Companies
Act 2006, each Director has notified the
Company of any situation in which they
have, or could have, a direct or indirect
interest that conflicts, or possibly may
conflict, with the interests of the Company
(a situational conflict). Directors have a
continuing duty to update any changes to
their conflicts of interest and the register is
updated accordingly.
The Directors are also aware of their duties
under Section 172 of the Companies Act
2006 and so, in making their decisions,
they consider the long-term impact on the
business as well as taking into consideration
the interests of stakeholders such as
colleagues, suppliers, customers and the
wider communities in which we operate.
More information on this can be found on
pages 42 to 44.
152
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
DIRECTORS’
REPORT
Directors’ Indemnities
Directors’ and Officers’ insurance has been
established for all Directors and Officers
to provide cover against their reasonable
actions on behalf of the Company.
The Directors of the Company and the
Company’s subsidiaries also have the
benefit of third-party indemnity provisions,
as defined by Section 236 of the Companies
Act 2006, pursuant to the Company’s Articles
of Association.
Colleague Engagement
Engagement with, and feedback from, our
colleagues across the business is vital to
the Group. The Group has an established
framework of colleague communications
providing regular information on business
performance and other important and
relevant matters. For more information see
Our ESG Strategy on pages 54 to 68.
Employment Policies
The Group encourages diversity and inclusion
and, as an equal opportunities employer, is
committed to providing equal opportunities
for all colleagues and applicants during
recruitment and selection, training and career
development and promotion.
This commitment to equality of opportunity
applies regardless of anyone’s physical
ability, sexual orientation or gender identity,
pregnancy and maternity, race, religious
beliefs, age, nationality or ethnic origin. This
is underpinned by our Group’s policies,
which ensure full and fair consideration to
employment applications from people from
diverse backgrounds, including those with
disabilities wherever suitable opportunities
exist, having regard to their particular
aptitudes and abilities. Should a colleague
become disabled, efforts are made to ensure
their continued employment with the Group,
with appropriate training as necessary.
Further details of our Diversity Policy are
included in the Nomination Committee
Report on page 121.
The Group takes a zero-tolerance approach
to matters of discrimination, harassment
and bullying in all aspects of its business
operations. Appropriate policies and
procedures are in place for reporting and
dealing with such matters.
Colleague Training
and Development
The Group strives to meet its business
objectives by motivating and encouraging
all colleagues to be responsive to the needs
of its customers and to continually improve
operational performance. To achieve this,
we deliver a range of blended training and
development programmes, across the Group.
We regard the training and development
of our colleagues as being particularly
important for our business and also for the
communities in which we operate.
For many years we have held strong
relationships with a number of apprenticeship
partners that allow us to offer personal and
professional growth. In addition, the Group
runs targeted Leadership Development
programmes and operational succession
programmes to further build capability in
skills identified to both ensure that colleagues
are successful in their chosen roles, as well
as to help colleagues identify and develop
skills that will support them to be our
future leaders.
Whistleblowing
The Group’s Whistleblowing Policy and
Procedure (the “Whistleblowing Policy”)
enables colleagues to report concerns
on matters affecting the Group or their
employment, without fear of recrimination.
As part of our commitment to ensuring a
culture of honesty and integrity, in 2022,
Halfords partnered with SeeHearSpeakUp in
order to launch externally operated reporting
channels, including a new web-based
channel. Posters publicising whistleblowing
channels are distributed to all stores,
Autocentres, Distribution Centres and the
Support Centre.
During the period, the Whistleblowing
Policy was reviewed and approved by the
Audit Committee, and the Audit Committee
receives regular summaries of whistleblowing
contacts and resolutions.
Research and Development
Information relating to research and
development carried out by the Group
in relation to products and services
can be found on pages 26 to 89 of the
Strategic report.
Share Capital and
Shareholder Voting Rights
Details of the Company’s share capital and
of the rights attached to the Company’s
ordinary shares are set out in Note 23 on
page 207. All ordinary shares, including those
acquired through Company share schemes
and plans, rank equally with no special rights.
All members who hold ordinary shares are
entitled to attend, vote and speak at the
general meetings of the Company, appoint
proxies, receive any dividends, exercise
voting rights and transfer shares without
restriction. On a show of hands at a general
meeting every member present in person,
and every duly appointed proxy, shall have
one vote for every share held, and on a
poll, every member present in person or by
proxy shall have one vote for every ordinary
share held. The Company is not aware of any
arrangements that may restrict the transfer
of shares or voting rights.
Significant Shareholders
As at 29 March 2024, the Company had been
notified under the Disclosure Guidance and
Transparency Rules (DTR5) of the following
notifiable interests representing 3% or more
of the Company’s issued share capital. The
information provided below was correct at
the date of notification. These holdings are
likely to have changed since the Company
was notified.
Fund Manager
Shares
% at
29 March
2024
Fidelity International
21,540,916
9.84
Jupiter Asset
Management
16,167,336
7.38
Gresham House Asset
Management
13,788,951
6.30
Janus Henderson
Investors
11,723,781
5.36
Dimensional Fund
Advisors
9,282,716
4.24
Blackrock
9,173,061
4.19
Lombard Odier
Investment Managers
9,129,727
4.17
Vanguard Group
9,038,380
4.13
Schroder Investment
Management
7,676,764
3.51
Morgan Stanley
7,290,286
3.33
As at 17 July 2024, the notifiable interests
have not crossed reporting thresholds
under DTR5 except for Janus Henderson
Investors which now hold 10,226,516 shares
representing 4.87% of voting rights, Morgan
Stanley which now hold 13,000,957 shares
representing 5.94% of voting rights, and
Aberforth Partners LLP which now holds
11,205,625 shares representing 5.12% of
voting rights.
halfords.annualreport2024.com
153
GOVERNANCE
Authority to Purchase Shares
At the 2023 Annual General Meeting,
shareholders approved a special resolution
authorising the Company to purchase a
maximum of 21,892,874 shares, representing
not greater than 10% of the Company’s
issued share capital at 13 July 2023, such
authority expiring at the conclusion of the
Annual General Meeting to be held in 2024 or,
if earlier, on 30 September 2024.
Transactions with Related Parties
During the period, the Company did not
enter into any material transactions with any
related parties.
Articles of Association
In accordance with the Companies Act
2006, the Articles of Association may
only be amended by a special resolution
of the Company’s shareholders in a
general meeting.
Political Donations
The Group made no political donations and
incurred no political expenditure during the
period (FY23: nil). It remains the Company’s
policy not to make political donations or
to incur political expenditure. However, we
recognise that the application of the relevant
provisions of the Companies Act 2006
is potentially very broad in nature and, as
last year, the Board is seeking shareholder
authority to ensure that the Group does not
inadvertently breach these provisions as a
result of the breadth of its business activities.
However, the Board has no intention of using
this shareholder authority.
Credit Facilities, Change of
Control and Share Schemes
The Company’s committed revolving credit
facilities require the Company, in the event
of a change of control, to notify the Facility
Agent and, if required by the majority
lenders, these facilities may be cancelled.
The Company does not have agreements
with any Director or colleague that would
provide compensation for loss of office
or employment resulting from a takeover,
except that provisions of the Company’s
share schemes and Deferred Bonus Plan
may cause options and awards granted
to Directors and colleagues under such
schemes and plans to vest on a takeover.
Details of employee share plans are provided
in Note 24 on pages 208 to 210.
Modern Slavery Statement
In order to support its estate of Retail stores,
garages, mobile vans and online operations,
the Group sources products from a large
number of suppliers both within the UK and
overseas. In particular, the international
suppliers – managed largely by the Halfords
Global Sourcing (“HGS”) team based in Hong
Kong, Taiwan and Shanghai – are bound
contractually by the Group’s policies on
modern slavery and human trafficking, as
detailed within the Global Sourcing Code (the
“Sourcing Code”).
The Company continues to be committed
to ensuring due diligence processes remain
robust. Our Global Sourcing Code supports
the Company’s commitment to respect
human rights and uphold international
standards, including the United Nations (“UN”)
Guiding Principles on Business and Human
Rights and the Organisation for Economic
Cooperation and Development (“OECD”)
Guidelines for Multinational Enterprises. The
Company partners with EcoVadis, a platform
that rates the environmental, social and
governance performance of suppliers. The
output of this data will support due diligence
processes – and will assess good supplier
performance as well as where corrective
action, remediation or additional audits may
be required.
In line with the requirements of the Modern
Slavery Act, all colleagues are trained on the
issue of modern slavery, with a mandatory
e-learning module. This supports colleagues
with their understanding and what they
should do if they suspect modern slavery
taking place.
During the period, no concerns were raised
regarding any of the Group’s suppliers. It is
recognised that whilst no incidents were
raised (through contractual mechanisms)
this does not mean issues do not potentially
exist. The Company, therefore, remains
committed to further enhancing its approach
and understanding and enhancing its due
diligence process.
The Group’s Board of Directors reviews
its Modern Slavery Statement on an
annual basis. It was last approved on 6
September 2023.
Creditor Payment Policy
The Group does not follow any formal Code
of Practice on payment. Instead, it agrees
terms and conditions for transactions when
orders for goods or services are placed,
and includes relevant terms in contracts,
as appropriate. These arrangements are
adhered to when making payments, subject
to the terms and conditions being met by
suppliers. The number of trade creditor
days outstanding as at 29 March 2024 for
the Group was 72 days (2023: 74 days). The
Company is a holding company and has no
trade creditors.
Branches
The Company and its subsidiaries, where
relevant, have established overseas branches
in the countries in which they operate.
Auditor
The Company’s and the Group’s external
Auditor is BDO LLP. A resolution proposing
the reappointment of BDO LLP will be set
out in the Notice of the 2024 Annual General
Meeting and will be put to shareholders at
the meeting.
Disclosure of Information to the
Auditor
In accordance with Section 418(2) of the
Companies Act 2006, each Director in office
at the date and approval of the Directors’
Report confirms that:
i. in so far as the Directors are aware, there is
no relevant audit information of which the
Company’s Auditor is unaware; and
ii. the Directors have taken all reasonable
steps to ascertain any relevant audit
information and to ensure that the
Company’s Auditor is aware of such
information.
Important Events Since Year End
There have not been any important events
since the year-end.
Annual General Meeting (“AGM”)
The AGM will be held at the Halfords Group
plc Support Centre, Icknield Street Drive,
Washford West, Redditch B98 0DE on
Friday 6 September 2024. The Notice of the
AGM and explanatory notes regarding the
ordinary and special business to be put to the
meeting will be set out in a separate circular
to shareholders.
By order of the Board
Tim O’Gorman
Group Company Secretary
17 July 2024
154
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
DIRECTORS’
REPORT
The directors are responsible for preparing
the annual report and the financial
statements in accordance with UK-adopted
international accounting standards and
applicable laws and regulations.
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the directors
are required to prepare the group financial
statements in accordance with UK-adopted
international accounting standards and have
elected to prepare the company financial
statements in accordance with United
Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards and applicable laws). 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 company
and of the profit or loss for the group for
that period.
In preparing these financial statements, the
directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and prudent;
• state whether they have been prepared in
accordance with UK-adopted international
accounting standards, subject to any
material departures disclosed and
explained in the financial statements;
• 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;
• prepare a Directors’ report, a Strategic
report and Directors’ Remuneration Report
which comply with the requirements of the
Companies Act 2006.
The directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the company and enable them to ensure
that the financial statements comply with the
Companies Act 2006.
They are also responsible for safeguarding
the assets of the company and hence for
taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for ensuring
that the annual report and accounts,
taken as a whole, are fair, balanced, and
understandable and provides the information
necessary for shareholders to assess the
group’s performance, business model
and strategy.
Website Publication
The Directors are responsible for ensuring
the Annual Report and the financial
statements are made available on a website.
Financial statements are published on the
Company’s website in accordance with
legislation in the United Kingdom governing
the preparation and dissemination of financial
statements, which may vary from legislation
in other jurisdictions. The maintenance
and integrity of the company’s website
is the responsibility of the directors. The
directors’ responsibility also extends to the
ongoing integrity of the financial statements
contained therein.
Directors’ Responsibilities
Pursuant to DTR4
The directors confirm to the best of
their knowledge:
• The financial statements have been
prepared in accordance with the applicable
set of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit and loss of
the group.
• The annual report includes a fair review
of the development and performance of
the business and the financial position
of the group and company, together with
a description of the principal risks and
uncertainties that they face.
• The Report and Financial statements,
taken as a whole, is fair, balanced and
understandable and provides the
information necessary for Shareholders
to assess the Group’s position and
performance, business model and strategy.
Approved by order of the Board.
Keith Williams
Chair
17 July 2024
DIRECTORS’
RESPONSIBILITIES
halfords.annualreport2024.com
155
GOVERNANCE
FINANCIAL
STATEMENTS
CONTENTS
Independent Auditor’s Report
158
Consolidated Income Statement
168
Consolidated Statement of
Comprehensive Income
169
Consolidated Statement of
Financial Position
170
Consolidated Statement of Changes
in Shareholders’ Equity
171
Consolidated Statement of Cash Flows
172
Notes to Consolidated Statement
of Cash Flows
173
Accounting Policies
174
Notes to the Financial Statements
186
Company Balance Sheet
214
Company Statement of Changes
in Shareholders’ Equity
215
Accounting Policies
216
Notes to the Financial Statements
217
156
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
FINANCIAL
STATEMENTS
157
halfords.annualreport2024.com
Opinion on the
financial statements
In our opinion:
• the financial statements give a true and fair
view of the state of the Group’s and of the
Parent Company’s affairs as at 29 March
2024 and of the Group’s profit for the 52
weeks 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.
We have audited the financial statements of
Halfords Group plc (the ‘Parent Company’)
and its subsidiaries (the ‘Group’) for the 52
weeks ended 29 March 2024 which comprise
the Consolidated Income Statement, the
Consolidated Statement of Comprehensive
Income, the Consolidated Statement
of Financial Position, the Consolidated
Statement of Changes in Shareholders’
Equity, the Consolidated Statement of
Cash Flows, the Company Balance Sheet,
the Company Statement of Changes in
Shareholders’ Equity and notes to the
financial statements, including a summary of
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 101 Reduced Disclosure
Framework (United Kingdom Generally
Accepted Accounting Practice).
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 believe that the audit evidence we
have obtained is sufficient and appropriate
to provide a basis for our opinion. Our audit
opinion is consistent with the additional
report to the Audit Committee.
Independence
Following the conclusion of a formal tender
process led by the Audit Committee,
the Board proposed appointment of
BDO LLP as the Parent Company’s auditor
for the financial year ended 3 April 2020
and subsequent financial periods. The
appointment was approved by the Parent
Company’s shareholders at the Annual
General Meeting on 31 July 2019.The period
of total uninterrupted engagement including
retenders and reappointments is 5 years,
covering the years ended 3 April 2020 to
29 March 2024. We remain independent
of the Group and the 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. The non-audit
services prohibited by that standard were
not provided to the Group or the Parent
Company.
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 and the Parent
Company’s ability to continue to adopt the
going concern basis of accounting included:
• Assessment of assumptions within
the projected cash flows: we evaluated
the reasonableness of the assumptions
and future plans modelled within the
Board approved going concern forecasts,
covering the period to 31 July 2025 and
including the impact of strategic initiatives
as well as the ongoing and uncertain
impact of current macro-economic
factors including consumer spending,
national minimum wage, energy prices and
interest rates. This involved evaluation of
the budgeted figures compared to FY24,
consideration of inflationary impacts and
other adjustments applied by the Directors
reflecting pricing communications with
certain suppliers and external data used to
support assumptions.
• Arithmetical accuracy: we assessed the
arithmetical accuracy of management’s
going concern model.
• Financing: confirmed the Group
had committed financing facilities in
place throughout the period of the
going concern review as modelled
in its forecasts. We also recomputed
the calculations supporting covenant
compliance and headroom throughout the
going concern period with reference to the
revolving credit facility agreement.
• Sensitivity analysis: evaluation of
sensitivities of the Group’s cash flow
forecasts with reference to the headroom
and financial covenants in place over the
existing committed financing facilities. The
analysis considered reasonably possible
adverse effects that could arise as well
as a stress test to consider the level of
future revenue reduction the Group could
support before breaching covenants.
We recomputed the Directors prepared
sensitivities applied to the forecasts and
further considered these by applying
additional sensitivity testing.
• Reverse stress test: we assessed
management’s reverse stress test and
were satisfied it was a scenario that, in our
view, was not plausible.
158
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS OF
HALFORDS GROUP PLC
• Post year end trading performance:
comparison of the post year end trading
results to the forecasts so as to evaluate
the accuracy and achievability of the
forecasts prepared.
• Disclosures: evaluation of the adequacy
of the disclosures in relation to the risks
posed and scenarios the Directors have
considered in performing their going
concern assessment and the requirements
of the accounting framework.
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 and 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 Parent Company’s reporting
on how it has applied the UK Corporate
Governance Code, we have nothing material
to add or draw attention to in relation to
the Directors’ statement in the financial
statements about whether the Directors
considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of
the Directors with respect to going concern
are described in the relevant sections of this
report.
Overview
Coverage
88% (2023: 89%) of Group profit before tax
94% (2023: 90%) of Group revenue
85% (2023: 92%) of Group total assets
Key Audit Matters
FY24
FY23
1. Goodwill impairment testing for the Retail and Autocentres Segments
P
P
2. Carrying value of the Parent Company’s Investment in subsidiaries and
intercompany receivables
P
P
3. Third Party Logistics Arrangement1
P
P
4. Supplier income2
P
5. Acquisition of LTC Trading Holdings Limited and subsidiaries (“Lodge Tyre”)3
P
6. The consolidation of the Group results and financial position4
P
1
This key audit matter has been expanded in the current year to include new arrangements that the Group has entered into with this third party.
2
Supplier income is a material income stream for the Group and as a result of increasing complexity in the nature and timing of the income from
suppliers, this has become a key audit matter.
3
The acquisition of Lodge Tyre was previously noted as a key audit matter as it was material to the group owing to the complexity and significant
management estimates and judgements. As this acquisition was relating to the previous year, it is no longer considered a key audit matter.
4
The consolidation of the Group results and financial position was previously noted as a key audit matter as the group structure had grown significantly
due to acquisitions, increasing the complexity of the Group consolidation process. In the current year, the consolidation process has been simplified,
and it is no longer considered a key audit matter.
Materiality
Group financial statements as a whole
£5.1m (FY23: £3.3m) based on 0.3% of the Group’s revenue.
(FY23: 5% of normalised profit before tax and non-underlying items)
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159
FINANCIAL
STATEMENTS
An overview of the scope
of our audit
Our Group audit was scoped by obtaining
an understanding of the Group and its
environment, including the Group’s system
of internal control, and assessing the risks
of material misstatement in the financial
statements. We also addressed the risk of
management override of internal controls,
including assessing whether there was
evidence of bias by the Directors that
may have represented a risk of material
misstatement.
A full scope audit was completed in respect
of four significant components. The
remaining components were assessed as
non-significant and subject to specified
audit and analytical review procedures. BDO
LLP, through either the Group audit team
or component audit team completed the
audits of the four significant components
and specified audit and analytical review
procedures for all non-significant
components. All components are located in
the UK.
Our involvement with
component auditors
For the work performed by component
auditors, the Group audit team determined
the level of involvement needed in order
to be able to conclude whether sufficient
appropriate audit evidence has been
obtained as a basis for our opinion on the
Group financial statements as a whole.
Our involvement with component auditors
included the following:
• Issuing Group reporting instructions,
detailing the significant areas to be
covered by their audit (including applicable
key audit matters as detailed below),
materiality levels, and matters relating to
irregularities and fraud. The instructions
also set out the information required to be
reported to the Group audit team;
• Regular communication with the
component auditors throughout the
planning, execution and completion
phases of the audit;
• Attending a number of component
management meetings relating to the
key audit matter (Third Party Logistics
Arrangement) and ongoing dialogue with
the component audit partner relating to
this throughout the audit; and
• Review of selected component audit
working papers.
Climate change
Our work on the assessment of potential
impacts of climate-related risks on the
Group’s operations and financial statements
included:
• Enquiries and challenge of management
to understand the actions they have
taken to identify climate-related risks and
their potential impacts on the financial
statements and adequately disclose
climate-related risks within the annual
report;
• Our own qualitative risk assessment taking
into consideration the sector in which the
Group operates and how climate change
affects this particular sector; and
• Review of the minutes of Board, Audit
and ESG Committee meetings and other
papers related to climate change and
performed a risk assessment as to how the
impact, if any, of the Group’s commitments
as set out in the ESG Performance
overview on page 56, may affect the
financial statements and our audit.
We challenged the extent to which climate-
related considerations, including the
expected cash flows from the initiatives and
commitments have been reflected, where
appropriate, in management’s going concern
assessment and viability assessment.
We also assessed the consistency of
managements disclosures included as
Statutory Other Information on page 69
with the financial statements and with our
knowledge obtained from the audit.
Based on our risk assessment procedures,
we did not identify there to be any Key Audit
Matters materially impacted by climate-
related risks and related commitments.
Key audit matters
Key audit matters are those matters that, in
our professional judgement, were of most
significance in our audit of the financial
statements of the current period and include
the most significant assessed risks of
material misstatement (whether or not due
to fraud) that 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 financial statements as a whole, and in
forming our opinion thereon, and we do not
provide a separate opinion on these matters.
160
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS OF
HALFORDS GROUP PLC
Key audit matter
How the scope of our audit addressed the key audit matter
Goodwill impairment
testing for the Retail
and Autocentres
Segments
(The accounting policies
and critical judgements
and estimates applied
are disclosed within
the Group’s accounting
policies. The goodwill
balances of £403.6m are
included in Note 12)
The goodwill balances on the Group
balance sheet for the Retail and
Autocentres segments are significant
and subject to annual impairment testing.
In assessing the carrying value of
goodwill the Group has to estimate
the recoverable amount of its cash
generating units in the Retail and
Autocentres segments. This requires the
forecasting and discounting of future
cashflows for inclusion within a value in
use model.
The value in use model includes a high
degree of management judgement and
estimation uncertainty, particularly owing
to the impact of current macroeconomic
trends and the impact that has on
consumer demand. The goodwill
impairment review has therefore been
raised as a key audit matter.
Our audit procedures included:
• Assessing the judgements and methodology applied by
the Group in the goodwill impairment testing model against
the relevant accounting standards and considering the
requirements of IAS36 (Impairment) and IFRS8 (Operating
Segments).
• Challenging management’s assessment of cash generating
units (CGUs) and the level at which goodwill was tested for
impairment.
• Assessing the reasonableness of the Group’s budgets and
forecasts by considering the historical accuracy of previous
forecasts.
• Confirming that the cashflows modelled agreed to the Board
approved budgets and cashflow forecasts used to support the
Group’s going concern and viability assessment.
• With the assistance of our internal valuation experts assessing
the reasonableness of the Group’s discount rate applied, by
corroborating the relevant inputs into the calculation to external
sources.
• Challenging management to understand the most significant
assumptions in the cashflow forecasts and corroborating these
to source documentation and information available externally.
• Considering the sensitivity analysis performed by the Group
that included the assessment of reasonably possible adverse
effects that could arise as a result of a decrease in revenue from
weaker consumer demand as applied to the going concern
considerations.
• We also performed our own sensitivity analysis applying
different scenarios targeted at gross margins, discount rates,
discretionary spend, cost mitigation actions and growth rates.
• Assessing whether the Group’s disclosures provide sufficient
details on the key judgements within the impairment model
and sources of estimation uncertainty, including sensitivity
disclosures.
Key observations:
Based on the procedures performed, we found the judgements
and estimates made in the Group’s conclusion that there is no
impairment of the goodwill in the Retail and Autocentres segments
to be appropriate.
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161
FINANCIAL
STATEMENTS
Key audit matter
How the scope of our audit addressed the key audit matter
Carrying value of the
parent Company’s
investment in
subsidiaries of
£817.6m (FY23:
£813.8m) and
intercompany
receivables of £55.7m.
(The accounting policy
applied is disclosed
within the parent
Company and the Group
accounting policies.
The investment and
intercompany balances
are disclosed in Notes
4 and 5 to the parent
Company Financial
statements)
The Parent Company’s investment in
subsidiaries represents its investment in
the underlying trading businesses of the
Group. The intercompany receivables
include amounts loaned to subsidiary
undertakings. The recoverability of
the investment and the intercompany
receivables is dependent on the future
cashflows of these subsidiaries and a
material impairment to these balances
could result in implications for future
dividends. The directors have prepared
a value in use assessment to support
the carrying value and have determined
that there is no impairment of the
investment. However there has been a
material impairment of the intercompany
receivable.
Due to the materiality of the investment
and the receivable balances in the parent
Company financial statements this
together with the related disclosures was
raised as a key audit matter for our parent
Company audit.
Our audit procedures included:
• Comparing the net assets of the Parent Company to the market
capitalisation of the Group as at the year end date and post
year end.
• Comparing the carrying value of the investment and the
receivables to the net present value of future cash flows.
• Agreeing the terms of the intercompany loan balances to loan
documents where appropriate.
• Obtaining the directors’ assessment of the carrying values
and confirming whether this was in line with the value in use
calculations performed for goodwill impairment testing for the
Retail and Autocentres CGUs.
• Assessing the cashflow models prepared to support the value
in use calculation by testing the appropriateness of key inputs
into the calculations.
• Performing sensitivity analysis on the key assumptions.
• Reviewing the disclosure notes in the Group and parent
company financial statements to ensure that these covered any
key estimates and judgements related to the carrying values as
appropriate.
Key observations:
Based on the procedures performed, we found management’s
conclusions that there is no impairment of the investment and an
impairment of the amounts due from subsidiaries in the Parent
Company to be appropriate.
162
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS OF
HALFORDS GROUP PLC
Key audit matter
How the scope of our audit addressed the key audit matter
Third Party Logistics
Arrangement
(The related accounting
policies are disclosed
within the accounting
policies section of the
financial statements
on page 175 and
180. The Cashflows
relating to the supplier
financing element of
the transactions are
classified as cashflows
from financing activities
on the face of the
Consolidated statement
of cashflows and the
supplier financing
receivable is separately
disclosed in note 16)
At the beginning of the financial year,
the Group had an ongoing logistics
arrangement with different types of
transactions with a third party and during
the year, the Group entered into a number
of new transactions with this third party
as disclosed on page 175 of the financial
statements.
Determining the accounting
considerations and disclosures for the
various transactions is complex as the
transactions between the Group and
the third party are material and involve
a number of balance sheet accounts
across entities in the Group and we
therefore considered this to be a key
audit matter.
Our audit procedures included:
• Reviewing the underlying agreements and enquiry with the
Group’s commercial, purchasing and finance representatives to
understand the nature of the arrangements and transactions.
• Obtaining a confirmation from the third party to support the
value of the transactions during the year and the balances
outstanding at the year end date.
• Assessing the accounting for the transactions against the
requirements of the applicable accounting standards and
agreeing a sample of transactions during the year to third party
supporting documentation.
• Reviewing the timing of the receipts and payments which
resulted in a cashflow advantage to the Group and assessing
the appropriateness of the conclusion that the cashflows in the
arrangement were financing in nature, against the requirements
of the applicable standards. We also assessed if the disclosures
are in line with the applicable accounting standards.
• Assessing the classification and disclosure of these
transactions and the balances outstanding at the year end date
against the requirements of IAS 1, IAS 7 and IFRS 7.
• Obtaining the agreement for the new transactions and
reviewing the terms to understand the nature and the financial
reporting implication of these transactions.
Key observations:
Based on the procedures performed, we did not identify any
matter to suggest that the accounting for these transactions is
materially incorrect and the disclosures are inappropriate.
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163
FINANCIAL
STATEMENTS
Key audit matter
How the scope of our audit addressed the key audit matter
Supplier Income
(The accounting policies
applied are disclosed
within the accounting
policies section of the
financial statements.)
The Group has agreements with a
number of suppliers related to rebates
and other supplier income. This is a
material transaction stream for the
Group and arrangements tend to be
complex and multi-faceted as there
are a significant number of different
agreements with different terms which
impacts various financial statement areas.
Therefore we considered the accounting
of these transactions to be a key audit
matter.
Our audit procedures included:
• Obtaining an understanding of management’s process and
controls relating to the approval and recording of supplier
income.
• Testing the existence of rebates by agreeing a sample
of supplier income received in the year to the underlying
agreements.
• Testing the validity and accuracy of a sample of supplier income
earned in the year by obtaining the supporting calculations
and agreeing the inputs in the calculation to the terms of the
underlying agreements.
• Checking if a sample of the rebates have been classified in the
income statement in line with the Group’s accounting policy.
• Assessing the recoverability of the rebates receivable at the
year end date by testing a sample to year end debit notes
received or invoices raised and subsequent settlement.
• Obtaining the calculation for a sample of one-off rebate
amounts recognised in the year and rebates recognised near
the year end date, and agreeing the inputs in the calculation
to the underlying agreements. We also agreed the rebate to
accrued income and inventory calculations.
• Reviewing the related disclosures in the Group’s financial
statements against the requirement of the applicable standard.
Key observations:
Based on the procedures performed, we did not identify any
matter to suggest that the accounting for these transactions is
materially incorrect and the disclosures are inappropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that
are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence,
when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
164
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS OF
HALFORDS GROUP PLC
Group financial statements
Parent company financial statements
2024
2023
2024
2023
Materiality
£5.1m
£3.3m
£2.8m
£1.8m
Basis for determining
materiality
0.3% of Group revenue.
5% of normalised (3 year
average) profit before tax
and non-underlying items.
Determined with
reference to 80% of
Group’s performance
materiality. (Capped at
Group non-significant
components materiality
to reduce aggregation
risk).
Determined with reference
to 1% of total assets
(Capped at Group non-
significant components
materiality to reduce
aggregation risk).
Rationale for the
benchmark applied
We consider revenue to
be the most appropriate
benchmark due to the
significant growth the
group has experienced
in the past few years
through various
acquisitions.
We consider applying a
component materiality
equal to 80% of group
performance materiality
is sufficient to address
the aggregation risk.
Performance materiality
£3.57m
£2.3m
£1.96m
£1.29m
Basis for determining
performance materiality
and the rationale for the
percentage applied.
Performance materiality was set at 70% of materiality. In setting the level of performance materiality we considered
a number of factors including the expected total value of known and likely misstatements based on past
experience.
Component materiality
We set materiality for each significant component of the Group, based on a percentage of between 33% and 59% (2023: 48% and 95%) of
Group materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality
ranged from £1.7m to £3m (2023: £1.57m to £2.8m). In the audit of each component, we further applied performance materiality levels
of 70% (2023: 70%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was
appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £153K (2023:£105K). We also
agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and
Accounts other than the financial statements and our auditor’s report thereon. 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.
Corporate governance statement
The Listing Rules require us to review 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.
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 or our knowledge obtained during the audit.
halfords.annualreport2024.com
165
FINANCIAL
STATEMENTS
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on pages 90 and 91.
• The 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 91.
Other Code provisions
• Directors’ statement on fair, balanced and understandable set out on page 150 to 155.
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on pages 83 to 89.
• The section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on pages 81 and 82.
• The section describing the work of the Audit Committee set out on page 126 to 131.
Other Companies Act 2006
reporting
Based on the responsibilities described
below and our work performed during the
course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report
on certain opinions and matters as described
below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the
Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on which we
are required to report
by exception
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.
Responsibilities of Directors
As explained more fully in the Directors’
responsibilities, 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.
Extent to which the audit was
capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent
to which our procedures are capable of
detecting irregularities, including fraud is
detailed below:
166
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS OF
HALFORDS GROUP PLC
Non-compliance with laws
and regulations
We gained an understanding of the legal and
regulatory framework applicable to the Group,
its components and the industry in which it
operates, and considered the risk of acts by
the Group which were contrary to applicable
laws and regulations, including fraud. These
included but were not limited to compliance
with Companies Act 2006, the Financial
Conduct Authority regulations, including the
UK Listing Rules, the principles of the UK
Corporate Governance Code, UK adopted
international accounting standards, UK GAAP
for the parent company, and tax legislation
covering corporation tax, employee taxes,
VAT and duty.
In identifying and assessing risks of material
misstatement in respect of irregularities,
including fraud, we considered the following:
• the nature of the industry, the Group’s
control environment and business
performance including the design of the
Group’s remuneration policies;
• the results of our enquiries of
management, the Audit Committee,
Internal audit and legal counsel about
their own identification of the risk of
irregularities;
• any matters we identified having obtained
and reviewed the Group’s documentation
of their policies and procedures; and
• the matters discussed among the
engagement team regarding how and
where fraud might occur in the financial
statements and any potential indicators of
fraud. We also discussed the potential for
non-compliance with laws and regulations.
We focused on laws and regulations that
could give rise to a material misstatement in
the financial statements. We also considered
the susceptibility of the Group and Parent
company financial statements to material
misstatement as a result of fraud, and
considered that the areas in which fraud might
occur were related to revenue recognition
relating to the judgements and estimates
involved in the timing of revenue recognition,
possible overstatement of revenue and
management override of controls.
Our procedures in response to the above
included:
• review of financial statement
disclosures and agreeing to supporting
documentation;
• identifying and testing journal entries
through obtaining an understanding of
the rationale of the journal and agreeing to
supporting documentation, focusing on
journal entries containing characteristics
of audit interest, year end consolidation
journals, journals processed by users with
privileged IT access rights, journal entries
posted to revenue, those with unusual
account combinations and journals posted
by unexpected users;
• enquiries with management, the Audit
Committee and enquiries of internal
legal counsel to identify any known or
suspected non-compliance with laws and
regulations or fraud;
• review of minutes of Board meetings
throughout the year to identify any non
compliance with laws and regulations,
or fraud, not already disclosed by
management;
• review of tax compliance and involvement
of our tax specialists in the audit;
• with regards to the risk of fraud in
existence and recoverability of supplier
income, we have audited a sample of
supplier income to 3rd party confirmations
and we have challenged management
on the recoverability of year end rebates
through assessing post year end debit
notes raised and/or cash receipts.
• with regards to the risk of fraud in revenue
recognition we have challenged the
assumptions and judgements made by
management in the measurement of gift
card, warranty and returns provisions
and the assumptions made in revenue
recognition for certain revenue streams
and deferred revenue by agreeing
assumptions to relevant supporting
documentation.
• we have challenged significant accounting
estimates and judgements made by
management including:
– the capitalisation policies for
intangible software assets against
the requirements of the applicable
accounting standards; and
– judgements made in accounting for third
party logistics arrangements, provisions
in relation to discontinued operations, in
the assessment of goodwill impairment,
and the carrying value of the Parent
Company’s investment in subsidiaries
and intercompany receivables as set
out in the Key Audit Matters section of
the report.
We communicated relevant identified laws
and regulations and potential fraud risks to all
engagement team members and component
team members who were all deemed to have
appropriate competence and capabilities
to remain alert to any indications of fraud or
non-compliance with laws and regulations
throughout the audit. We have also reviewed
the relevant work performed by the
component team members in this regard.
Our audit procedures were designed to
respond to risks of material misstatement in
the financial statements, recognising that the
risk of not detecting a material misstatement
due to fraud is higher than the risk of not
detecting one resulting from error, as fraud
may involve deliberate concealment by,
for example, forgery, misrepresentations
or through collusion. There are inherent
limitations in the audit procedures performed
and the further removed non-compliance
with laws and regulations is from the events
and transactions reflected in the financial
statements, the less likely we are to become
aware of it.
A further description of our responsibilities
is available on the Financial Reporting
Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent
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 Parent 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 Parent Company and
the Parent Company’s members as a body,
for our audit work, for this report, or for the
opinions we have formed.
Diane Campbell
(Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London
17 July 2024
BDO LLP is a limited liability partnership
registered in England and Wales (with
registered number OC305127).
halfords.annualreport2024.com
167
FINANCIAL
STATEMENTS
For the period
52 weeks to 29 March 2024
52 weeks to 31 March 2023
Notes
Before
non-
underlying
items
£m
Non-
underlying
items
(note 5)
£m
Total
£m
Before
non-
underlying
items
Restated*
£m
Non-
underlying
items
(note 5)
£m
Total
£m
Revenue
1,696.5
–
1,696.5
1,572.7
–
1,572.7
Cost of sales*
(873.9)
–
(873.9)
(804.0)
–
(804.0)
Gross profit
822.6
–
822.6
768.7
–
768.7
Operating expenses
2
(766.4)
(4.3)
(770.7)
(709.8)
(7.8)
(717.6)
Results from operating activities
3
56.2
(4.3)
51.9
58.9
(7.8)
51.1
Net finance expense
6
(13.1)
–
(13.1)
(12.1)
–
(12.1)
Profit before income tax
43.1
(4.3)
38.8
46.8
(7.8)
39.0
Income tax expense
7
(10.3)
0.5
(9.8)
(9.2)
1.1
(8.1)
Profit / (loss) after tax from
continuing operations
32.8
(3.8)
29.0
37.6
(6.7)
30.9
Loss after tax from discontinued
operations
10
(5.2)
(6.9)
(12.1)
(2.6)
(0.2)
(2.8)
Total profit for the year
(continuing and discontinued)
27.6
(10.7)
16.9
35.0
(6.9)
28.1
Attributable to:
Equity shareholders
27.6
(10.7)
16.9
35.0
(6.9)
28.1
Non-controlling interest
–
–
–
–
–
–
Earnings per share*
Basic (continuing)
9
15.1p
13.3p
17.6p
13.0p
Diluted (continuing)
9
14.5p
12.7p
16.8p
12.4p
Basic (continuing and discontinued)
9
12.7p
7.8p
16.1p
12.9p
Diluted (continuing and
discontinued)
9
12.2p
7.4p
15.4p
12.4p
*
Please see note 30 for further details
The notes on pages 174 to 213 form part of these consolidated financial statements.
168
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CONSOLIDATED
INCOME STATEMENT
Notes
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
Restated*
£m
Profit for the period from continuing operations
29.0
30.9
Other comprehensive income
Cash flow hedges:
Fair value changes in the period
(1.3)
2.7
Income tax on other comprehensive income
7
(0.4)
1.1
Other comprehensive (loss) / income for the period, net of income tax
(1.7)
3.8
Total comprehensive income from continuing operations
27.3
34.7
Loss for the period from discontinued operations
(12.1)
(2.8)
Total comprehensive income from discontinued operations
(12.1)
(2.8)
Total comprehensive income
15.2
31.9
Attributable to:
Equity shareholders
15.2
31.9
Non-controlling interest
–
–
*
Please see note 30 for further details
All items within Other Comprehensive Income are classified as items that are, or may be, recycled to the income statement.
The notes on pages 174 to 213 form part of these consolidated financial statements.
halfords.annualreport2024.com
169
FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
Notes
29 March
2024
£m
31 March
2023
Restated*
£m
Assets
Non-current assets
Intangible assets
12
483.9
482.0
Property, plant and equipment
13
89.5
97.8
Right-of-use assets
14
278.3
312.6
Trade and other receivables
16
2.3
–
Deferred tax asset
21
5.1
10.9
Total non-current assets
859.1
903.3
Current assets
Inventories
15
237.5
256.2
Trade and other receivables
16
161.0
144.6
Derivative financial instruments
22
0.2
1.1
Current tax assets
8.4
–
Cash and cash equivalents
17
13.3
41.9
Total current assets
420.4
443.8
Total assets
1,279.5
1,347.1
Liabilities
Current liabilities
Borrowings
18
(1.8)
(9.7)
Lease liabilities
14
(79.1)
(77.6)
Derivative financial instruments
22
(1.5)
(3.7)
Trade and other payables
19
(368.4)
(362.3)
Current tax liabilities
–
(3.6)
Provisions
20
(12.4)
(11.2)
Total current liabilities
(463.2)
(468.1)
Net current liabilities
(42.8)
(24.3)
Non-current liabilities
Borrowings
18
(19.6)
(34.0)
Lease liabilities
14
(228.1)
(269.3)
Derivative financial instruments
22
(0.1)
(0.5)
Trade and other payables
19
(3.6)
(3.5)
Provisions
20
(11.1)
(14.8)
Total non-current liabilities
(262.5)
(322.1)
Total liabilities
(725.7)
(790.2)
Net assets
553.8
556.9
Equity
Share capital
23
2.2
2.2
Share premium
23
212.4
212.4
Investment in own shares
23
(1.0)
(1.9)
Other reserves
23
–
(1.1)
Retained earnings
340.2
345.3
Total equity attributable to equity holders of the Company
553.8
556.9
Non-controlling interest
–
–
Total equity
553.8
556.9
*
Please see note 30 for further details
The notes on pages 174 to 213 form part of these consolidated financial statements.
The consolidated financial statements on pages 168 to 213 were approved by the Board of Directors on 17 July 2024 and were signed on its
behalf by:
Jo Hartley
Chief Financial Officer
Company Number: 04457314
170
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
Note
Attributable to the equity holders of the Company
Other reserves
Share
capital
£m
Share
premium
account
£m
Investment
in own
shares
£m
Capital
redemption
reserve
£m
Hedging
reserve
£m
Retained
earnings
£m
Total
shareholders’
equity
£m
Non-
controlling
interests
£m
Total
equity
£m
Closing balance at 1 April 2022
2.2
212.4
(11.6)
0.3
1.7
346.0
551.0
–
551.0
Restatement*
–
–
8.3
–
–
(8.3)
–
–
–
Closing balance at 1 April 2022
restated
2.2
212.4
(3.3)
0.3
1.7
337.7
551.0
–
551.0
Total comprehensive income for
the period
Profit for the period*
–
–
–
–
–
28.1
28.1
–
28.1
Other comprehensive income
Cash flow hedges:
Fair value changes in the period
–
–
–
–
2.7
–
2.7
–
2.7
Income tax on other comprehensive
income
–
–
–
–
1.1
–
1.1
–
1.1
Total other comprehensive
income for the period net of tax
–
–
–
–
3.8
–
3.8
–
3.8
Total comprehensive income for
the period
–
–
–
–
3.8
28.1
31.9
–
31.9
Hedging gains and losses and
costs of hedging transferred to
the cost of inventory
–
–
–
–
(6.9)
–
(6.9)
–
(6.9)
Transactions with owners
Purchase of own shares
23
–
–
(1.5)
–
–
–
(1.5)
–
(1.5)
Share options exercised restated*
–
–
2.9
–
–
(2.5)
0.4
–
0.4
Share-based payment transactions
24
–
–
–
–
2.4
2.4
–
2.4
Income tax on share-based
payment transactions
–
–
–
–
–
(0.9)
(0.9)
–
(0.9)
Dividends to equity holders
8
–
–
–
–
–
(19.5)
(19.5)
–
(19.5)
Total transactions with owners
–
–
1.4
–
–
(20.5)
(19.1)
–
(19.1)
Closing balance at 31 March 2023*
2.2
212.4
(1.9)
0.3
(1.4)
345.3
556.9
–
556.9
Opening balance at 1 April 2023*
2.2
212.4
(1.9)
0.3
(1.4)
345.3
556.9
–
556.9
Total comprehensive income for
the period
Profit for the period
–
–
–
–
–
16.9
16.9
–
16.9
Other comprehensive income
Cash flow hedges:
Fair value changes in the period
–
–
–
–
(1.3)
–
(1.3)
–
(1.3)
Income tax on other comprehensive
income
–
–
–
–
(0.4)
–
(0.4)
–
(0.4)
Total other comprehensive
expense for the period net of tax
–
–
–
–
(1.7)
–
(1.7)
–
(1.7)
Total comprehensive income/
(expense) for the period
–
–
–
–
(1.7)
16.9
15.2
–
15.2
Hedging gains and losses and
costs of hedging transferred to
the cost of inventory
–
–
–
–
2.8
–
2.8
–
2.8
Transactions with owners
Purchase of own shares
23
–
–
(10.2)
–
–
–
(10.2)
–
(10.2)
Share options exercised
23
–
–
11.1
–
–
(6.9)
4.2
4.2
Share-based payment transactions
24
–
–
–
–
–
3.8
3.8
3.8
Income tax on share-based
payment transactions
–
–
–
–
–
0.4
0.4
–
0.4
Sale of minority interest in
subsidiary to Non-controlling
interest
–
–
–
–
–
2.4
2.4
–
2.4
Dividends to equity holders
8
–
–
–
–
–
(21.7)
(21.7)
–
(21.7)
Total transactions with owners
–
–
0.9
–
–
(22.0)
(21.1)
–
(21.1)
Balance at 29 March 2024
2.2
212.4
(1.0)
0.3
(0.3)
340.2
553.8
–
553.8
*
Please see note 30 for further details
The notes on pages 174 to 213 form part of these consolidated financial statements.
halfords.annualreport2024.com
171
FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF
CHANGES IN SHAREHOLDERS’ EQUITY
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
Restated*
£m
Cash flows from operating activities
Profit after tax for the period from continuing operations, before non-underlying items
32.8
37.6
Non-underlying items
(3.8)
(6.7)
Profit after tax for the period
29.0
30.9
Depreciation of property, plant and equipment
27.1
28.2
Impairment of property, plant and equipment
–
1.2
Amortisation of right-of-use assets
78.9
77.5
Impairment / (reversal of impairment) of right-of-use assets
2.8
(2.3)
Amortisation of intangible assets
21.2
17.9
Net finance expense
13.1
12.1
Loss on disposal of property, plant and equipment
0.8
1.7
Gain on disposal of leases
(2.2)
(0.4)
Equity-settled share based payment transactions
3.8
2.4
Foreign exchange movement
1.2
(8.0)
Income tax expense
9.8
8.1
Decrease / (increase) in inventories
12.7
(15.9)
Increase in trade and other receivables
(9.0)
(31.4)
Increase in trade and other payables
10.7
34.5
Decrease in provisions
(10.3)
(1.2)
Income tax paid
(11.7)
(4.7)
Net cash from operating activities – continuing operations
177.9
150.6
Net cash (used in)/from operating activities – discontinued operations
(10.5)
4.2
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired
(0.6)
(32.6)
Purchase of intangible assets
(23.7)
(25.4)
Purchase of property, plant and equipment
(21.9)
(29.1)
Net cash used in investing activities – continuing operations
(46.2)
(87.1)
Net cash (used in)/from investing activities – discontinued operations
(0.3)
0.1
Cash flows from financing activities
Purchase of own shares
(10.2)
(1.5)
Proceeds from share options exercised
4.2
0.4
Finance costs paid
(2.1)
(2.6)
RCF drawdowns
1,348.0
337.0
RCF repayments
(1,363.0)
(302.0)
Proceeds from other borrowings
1.5
–
Repayment of other borrowings
–
(1.7)
RCF transaction costs
(1.1)
(1.8)
Interest paid on lease liabilities
(9.0)
(8.8)
Payment of capital element of leases
(83.8)
(80.5)
Payments relating to supplier financing
(70.0)
(23.5)
Receipts relating to supplier financing
65.9
22.7
Proceeds from sale of share in subsidiary to non-controlling Interest
2.4
–
Dividends paid
(21.7)
(19.5)
Net cash used in financing activities – continuing operations
(138.9)
(81.8)
Net cash (used in)/from financing activities – discontinued operations
(0.9)
0.1
Net decrease in cash and bank overdrafts
(18.9)
(13.9)
Cash and cash equivalents at the beginning of the period
32.2
46.1
Cash and cash equivalents at the end of the period
13.3
32.2
*
Please see note 30 for further details
The notes on pages 174 to 213 form part of these consolidated financial statements.
172
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
CONSOLIDATED STATEMENT
OF CASH FLOWS
Analysis of movements in the Group’s net debt in the period
At 31 March
2023
£m
Cash flow
£m
Other non-
cash changes
£m
At 29 March
2024
£m
Cash and cash equivalents at bank and in hand
41.9
(28.6)
–
13.3
Bank overdrafts
(9.7)
9.7
–
–
Cash and cash equivalents at bank and in hand
(Consolidated Statement of Cash Flows)
32.2
(18.9)
–
13.3
Debt due in less than one year
–
(1.4)
(0.4)
(1.8)
Debt due after one year
(34.0)
15.0
(0.6)
(19.6)
Total net debt excluding leases
(1.8)
(5.3)
(1.0)
(8.1)
Current lease liabilities
(77.6)
92.8
(94.3)
(79.1)
Non-current lease liabilities
(269.3)
–
41.2
(228.1)
Total leases
(346.9)
92.8
(53.1)
(307.2)
Total net debt
(348.7)
87.5
(54.1)
(315.3)
At 1 April
2022
£m
Cash flow
£m
Other non-
cash changes
£m
At 31 March
2023
£m
Cash and cash equivalents at bank and in hand
46.3
(4.4)
–
41.9
Bank overdrafts
(0.2)
(9.5)
–
(9.7)
Cash and cash equivalents at bank and in hand
(Consolidated Statement of Cash Flows)
46.1
(13.9)
–
32.2
Debt due in less than one year
–
–
Debt due after one year
–
(34.0)
–
(34.0)
Total net debt excluding leases
46.1
(47.9)
–
(1.8)
Current lease liabilities
(74.5)
89.3
(92.4)
(77.6)
Non-current lease liabilities
(316.5)
–
47.2
(269.3)
Total leases
(391.0)
89.3
(45.2)
(346.9)
Total net debt
(344.9)
41.4
(45.2)
(348.7)
Other non-cash changes include additions of new leases, modifications to leases, amortisation of debt costs, foreign exchange movements,
and changes in classifications between amounts due within and after one year.
Cash and cash equivalents at the period end consist of £13.3m (2023: £41.9m) of liquid assets offset by £nil (2023: £9.7m) bank overdrafts.
£0.9m (2023: £3.1m) of the Group’s cash and cash equivalents balance is held in the Halfords Here to Help Fund and Employee Benefit Trust.
These funds are not available to utilise within the Group on demand.
The movement in Inventories and Trade and other payables differ between the Consolidated Statement of Financial Position and Consolidated
Statement of Cash flows. This difference is predominately as a result of foreign currency and the removal of balances relating to discontinued
operations as noted in note 10.
NOTES TO CONSOLIDATED
STATEMENT OF CASH FLOWS
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173
FINANCIAL
STATEMENTS
General information
Halfords Group plc is a public limited company, which is listed on the London Stock Exchange, incorporated in England and Wales, and
domiciled in the UK. The address of the registered office is Icknield Street Drive, Washford West, Redditch, Worcestershire B98 0DE.
The consolidated financial statements of the Company as at, and for, the period ended 29 March 2024, comprise the Company and its
subsidiary undertakings.
Statement of compliance
The consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and in accordance with UK-adopted international accounting standards.
Basis of preparation
The consolidated financial statements of Halfords Group plc and its subsidiary undertakings (together the “Group”) are prepared on a going
concern basis for the reasons set out below, and under the historical cost convention, except where adopted IFRSs require an alternative
treatment. The principal variations relate to financial instruments (IFRS 9 “Financial instruments”), acquisition of business combinations (IFRS 3
“Business Combinations”), share-based payments (IFRS 2 “Share-based payment”) and leases (IFRS 16 “Leases”).
The financial statements are presented in millions of pounds sterling, rounded to the nearest £0.1m.
The accounts of the Group are prepared for the period up to the Friday closest to 31 March each year. Consequently, the financial statements
for the current period cover the 52 weeks to 29 March 2024, whilst the comparative period covered the 52 weeks to 31 March 2023.
Going concern
In determining the appropriate basis of preparation of the financial statements for the period ended 29 March 2024, the Directors are required
to consider whether the Group and Company can continue in operational existence for the foreseeable future. The Board has concluded that it
is appropriate to adopt the going concern basis, having undertaken a rigorous assessment of financial forecasts, which included consideration
of the current economic climate, and with specific consideration to the trading position of the Group. The financial forecasts have been stress
tested and management believe the level at which sales would need to drop to trigger any concern with cash flow or banking covenants is highly
unlikely.
The Group has a committed £180.0m revolving credit facility, of which £20.0m is designated as an overdraft facility, at the date of approval of
these financial statements, expiring on 16 April 2028.
The Board has a reasonable expectation that the Group and the Company will be able to continue in operation and meet its liabilities as
they fall due and will retain sufficient available cash and not breach any covenants under any drawn facilities over the remaining term of the
current facilities. The Board does not consider there to be a material uncertainty around the Group’s or the Company’s ability to continue as a
going concern.
Basis of consolidation
Subsidiary undertakings
A subsidiary investment is an entity controlled by Halfords. Control is achieved when Halfords is exposed, or has rights to, variable returns from
its involvement with the investee and can affect those returns through its power, directly or indirectly, over the investee.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred, in which case an
appropriate adjustment would be made.
The financial statements of all subsidiary undertakings are prepared to the same reporting date as the Company. All subsidiary undertakings
have been consolidated.
The subsidiary undertakings of the Company at 29 March 2024 are detailed in Note 4 to the Company balance sheet on page 217.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the
fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for
control of the acquiree. Acquisition-related costs are recognised as expenses in the period in which the costs are incurred.
The identifiable assets, liabilities and contingent liabilities of the acquired entity that meet the conditions for recognition under IFRS 3 “Business
combinations” are recognised at their fair value at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and is, initially, measured at cost, being the excess of the cost of the business
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after
reassessment, the Group’s interest in the net fair value of these elements exceeds the cost of the business combination, the excess is
recognised immediately in the income statement.
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HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ACCOUNTING
POLICIES
Revenue recognition
The Group recognises revenue when it has satisfied its performance obligations to external customers and the customer has obtained control
of the goods or services being transferred.
The revenue recognised is measured at the transaction price received and is recognised net of value added tax, discounts, and commission
charged by third parties for providing credit to customers.
The Group operations comprise the retailing of automotive, leisure and cycling products, vehicle servicing and repair operations and the
provision of software as a service. The table below summarises the revenue recognition policies for different categories of products and
services offered by the Group.
For most revenue streams, there is a low level of judgement applied in determining the transaction price or the timing of transfer of control.
Products and services
Nature, timing and satisfaction of performance obligations and significant payment terms
Automotive, leisure
and cycling products,
car servicing and
repair operations
The majority (both value and volume) of the Group’s sales are for stand-alone products and services made
direct to customers at standard prices, either in store or online. In these cases, all performance obligations are
satisfied, and revenue recognised, when the product or service is transferred to the customer.
In the case of Cycle2Work, a letter of collection (“LOC”) is issued when payment is received but the balance will
be held on the Balance Sheet until the product or service has been transferred to the customer, at which point
revenue is recognised. Deferred income of unredeemed vouchers is released based on historic redemption
rates. A LOC can also be redeemed by customers through a network of independent bike dealers, who invoice
the Group for the value of the LOC, at which point the revenue is recognised.
Service and
repair plans
The Group offers various service and repair plans to customers. The Group recognises revenue on these
on a straight-line basis over the period of the plan and any discounts at the point of sale. The performance
obligation of the Group, being the level of service and repair offered with the plan, will be the period of the plan
and, therefore, revenue should be recognised over this period. The product is paid for on commencement of the
plan, and deferred income is held within trade and other payables.
Loyalty scheme
The Group launched its Loyalty Scheme in March 2022, with paid membership revenue being recognised when
the individual benefits associated with club membership are expected to be incurred. The revenue associated
with any unused benefits is recognised at the end of the membership period.
Product warranties
Certain products, principally motoring and cycling, have a warranty period attached, which is built into the price
of the product rather than being sold separately as an incremental purchase. The warranty element has been
identified as a separate performance obligation to the sale of the product, and, given it is not sold separately,
a transaction price has been allocated for the warranty element based on the expected cost approach.
This element of revenue is recognised on a straight-line basis over the period of the plan. The performance
obligation of the Group, being the rectification of faults on products sold, will be the period over which the
customer can exercise their rights under the warranty and, therefore, revenue should be recognised over this
period. The full price of the product is paid for on commencement of the warranty, and deferred income is held
within trade and other payables.
Software-as-a-
Service (SaaS)
The Group operates a Software-as-a-Service business, which provides customers with access to a bespoke
version of our mobile scheduling and operations software. The model employed consists of an upfront
development fee, with ongoing licence fees depending on usage of the software by the customer, with minimum
licence fee levels agreed over the term of the contract. The upfront development services cannot be unbundled
from the ongoing hosting and service obligations under the contract and, therefore, the upfront development
fee and minimum licence fee payable is recognised evenly over the life of the contract, with any licence fees
receivable above the minimum level recognised in the period to which they relate.
In the prior period the Group entered into a 3rd party logistics agreement for the storage and distribution of tyres to the Group’s garages. The
Group may from time to time sell tyres stored at the 3rd party to the 3rd party at an arm’s length price, and revenue is recognised for these sales
on the transfer of title of the tyres. The Group has also entered into a separate wholesale agreement with this 3rd party for the purchase of tyres
when required.
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175
FINANCIAL
STATEMENTS
Returns
A provision for estimated returns is made based on the value of goods sold during the period, that are expected to be returned and refunded
after the period end based on past experience.
The sales value of the expected returns is recognised within provisions, with the cost value of goods expected to be returned recognised as a
current asset within inventories.
Gift cards
Deferred income in relation to gift card redemptions is estimated based on historical returns and redemption rates.
Supplier income
As is common in the retail and automotive industries, the Group receives income from their suppliers based on specific agreements in place.
These enable the Group to share the costs and benefits of promotional activity and volume growth, which are explained below. The supplier
income received is recognised as a deduction from cost of sales based on the entitlement that has been earned up to the balance sheet date
for each relevant supplier agreement. The Group receives other contributions that do not meet the definition of supplier income, including, but
not limited to, marketing, advertising and promotion contributions that are offset against the costs included in administrative expenses to which
they relate.
Supplier income arrangements are often not co-terminus with the Group’s financial period end. Such income is only recognised when there is
reasonable certainty that the conditions for recognition have been met by the Group and the income can be reliably measured based on the
terms of the contract. The Group is sometimes required to estimate the amounts due from suppliers at period end. However, as most of the
supplier income is confirmed before the period end, the level of estimation and judgement required is limited.
Supplier income is recognised on an accrual basis, based on the entitlement that has been earned up to the balance sheet date for each
relevant supplier contract. The accrued supplier income is included in Accrued income within Trade and other receivables.
Supplier income comprises:
• Rebates – typically, these are based on the volume of purchases of goods for resale. These are earned based on purchase targets over set
periods of time. In some cases, rebates will also be received to support promotional pricing.
• Fixed contributions – typically, these will be for cost-price discounts or for favourable positioning of products in store.
Supplier income recognised is recorded against cost of sales and inventory, which is adjusted to reflect the lower purchase cost for the goods
on which the income has been earned. Depending on the agreement with the supplier, supplier income is either received in cash from the
supplier or netted off payments made to suppliers.
Finance income
Finance income comprises interest income on funds invested. Income is recognised, as it accrues in profit or loss, using the effective interest
rate method.
Non-underlying items
Non-underlying items are those items that are unusual because of their size, nature (one-off, non-trading costs) or incidence, or relate to
significant strategic projects. The Group’s management considers that these items should be separately identified within their relevant income
statement category to enable a full understanding of the Group’s results.
Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company, which excludes non-controlling interests, by the weighted average number of ordinary
shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to
ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all
dilutive potential ordinary shares, which comprise share options granted to employees.
Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in pounds sterling, which is the Group’s presentation currency, and are rounded to the
nearest £0.1m. Items included in the financial statements of the Group’s entities are measured in pounds sterling, which is the currency of the
primary economic environment in which the entity operates (the functional currency).
Transactions and balances
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. At each balance sheet date,
monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate prevailing at the balance sheet date.
Translation differences on monetary items are taken to the income statement with the exception of differences on transactions that are subject
to effective cash flow hedges, which are recognised in other comprehensive income.
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HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ACCOUNTING
POLICIES
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated at the exchange rate
at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for
differences arising on qualifying cash flow hedges, which are recognised in other comprehensive income.
The assets and liabilities of foreign operations are translated to sterling at the exchange rate at the reporting date. The income and expenses of
foreign operations are translated to sterling at an average exchange rate. Foreign currency differences are recognised in other comprehensive
income and a separate component of equity. When a foreign operation is disposed of, the relevant amount in equity is transferred to profit
or loss.
Employee benefits
i) Pensions
The Halfords Pension Plan is a contract-based plan, where each member has their own individual pension policy, which they monitor
independently. The Group pays fixed contributions and has no legal or constructive obligation to pay further amounts. The costs of contributions
to the scheme are charged to the income statement in the period that they arise.
ii) Share-based payment transactions
The Group operates a number of equity-settled share-based compensation plans.
The fair value of the employee services received under such schemes is recognised as an expense in the income statement. Fair values are
determined by use of an appropriate pricing model and incorporate an assessment of relevant market performance conditions.
The amount to be expensed over the vesting period is adjusted to reflect the number of awards for which the related service and non-market
vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that
meet the related service and non-market performance conditions at the vesting date.
At each balance sheet date, the Group revises its estimates of the number of share incentives that are expected to vest. The impact of the
revision of original estimates, if any, is recognised in the income statement, with a corresponding adjustment to equity.
Taxation
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it
relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted, at the reporting date, and any adjustment to tax payable in respect of previous years.
The tax base of an asset is the amount that will be deductible for tax purposes against any taxable economic benefits that will flow to an entity
when it recovers the carrying amount of the asset. If those economic benefits will not be taxable, the tax base of the asset is equal to its carrying
amount.
The tax base of a liability is its carrying amount, less any amount that will be deductible for tax purposes in respect of that liability in future
periods. In the case of revenue that is received in advance, the tax base of the resulting liability is its carrying amount, less any amount of the
revenue that will not be taxable in future periods.
Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However, if the deferred taxation arises from initial recognition of an asset
or liability in a transaction other than a business combination, which, at the time of the transaction, affects neither accounting nor taxable profit
or loss, it is not accounted for. Deferred taxation is calculated using rates that are expected to apply when the related deferred asset is realised,
or the deferred taxation liability is settled.
Deferred taxation assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary
differences can be utilised.
Discontinued operations
Discontinued operations are reported when a component of the Group that represents a separate major line of business or geographical area
of operation has been disposed of, or when a sale is highly probable; its operations and cash flows can be clearly distinguished, operationally
and for financial reporting purposes, from the rest of the Group and is classified as held for sale or has been disposed of. The Group classifies
a non-current asset or disposal group as held for sale if its carrying value will be recovered through a sales transaction or distribution to
shareholders rather than continuing use. In the Consolidated Income Statement, discontinued operations are excluded from the results of
continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations. Corresponding notes to the
Consolidated Income Statement exclude amounts for discontinued operations, unless stated otherwise.
Dividends
Final dividends are recognised in the Group’s financial statements in the period in which the dividends are approved by shareholders. Interim
equity dividends are recognised in the period they are paid.
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177
FINANCIAL
STATEMENTS
Intangible assets
i) Goodwill
Goodwill is initially recognised as an asset at cost and is reviewed for impairment at least annually. Goodwill is subsequently measured at cost
less any accumulated impairment losses. An impairment charge is recognised in profit or loss for any amount by which the carrying value of
goodwill exceeds its recoverable amount.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently
when there is an indication that the unit may be impaired.
For acquisitions prior to 3 April 2010, costs directly attributable to business combinations formed part of the consideration payable when
calculating goodwill. Adjustments to contingent consideration, and, therefore, the consideration payable and goodwill, are made at each
reporting date until the consideration is finally determined.
Acquisitions after this date fall under the provisions of “Revised IFRS 3 Business Combinations (2008)”. For these acquisitions, transaction costs,
other than share and debt issue costs, will be expensed as incurred and subsequent adjustments to the fair value of contingent consideration
payable will be recognised in profit or loss.
ii) Computer software
Costs that are directly associated with identifiable and unique software products controlled by the Group, and that will generate economic
benefits beyond one year, are recognised as intangible assets. These intangible assets are stated at cost less accumulated amortisation and
impairment losses. Software is amortised over three-to-five years, depending on the estimated useful economic life.
Where the Group controls software relating to Software as a Service (“SaaS”) arrangements, configuration and customisation costs are
capitalised as part of bringing the identified intangible asset into use. Where the Group does not have control of the software costs, these are
expensed over the SaaS contract term if the related configuration and customisation costs are not distinct from access to the software.
In all other circumstances, configuration and customisation costs are recognised as an expense as incurred except in the limited instances
where these costs result in a separately identifiable intangible asset.
iii) Acquired intangible assets
Intangible assets that are acquired as a result of a business combination are recorded at fair value at the acquisition date.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from
the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits
embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:
• Brand names and trademarks – 10 years;
• Supplier relationships – 5 to 15 years; and
• Customer relationships – 5 to 15 years.
Property, plant and equipment
Property, plant and equipment is held at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation of property, plant and equipment is provided to write off the cost, less residual value, on a straight-line basis over their useful
economic lives as follows:
• Freehold properties are depreciated over 50 years;
• Leasehold premises with lease terms of 50 years or less are depreciated over the remaining period of the lease;
• Leasehold improvements are depreciated over the period of the lease to a maximum of 25 years;
• Motor vehicles are depreciated over 3 years;
• Fixtures, fittings and equipment are depreciated over 4 to 10 years according to the estimated life of the asset;
• Computer equipment is depreciated over 3 years; and
• Land is not depreciated.
Depreciation is expensed to the income statement within operating expenses.
Residual values, remaining useful economic lives, and depreciation periods and methods are reviewed annually and adjusted if appropriate.
178
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ACCOUNTING
POLICIES
Impairment of assets
Tangible and intangible assets that are subject to amortisation and depreciation are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in
use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows
(cash-generating units). Property, plant and equipment relating to Retail stores or for Autocentres locations are grouped on an individual basis.
Leases
The Group initially applied IFRS 16 at 30 March 2019, using the modified retrospective approach. Under this approach, comparative information
is not restated and the cumulative effect of applying IFRS 16 is recognised in Retained Earnings at the date of initial application.
As lessee
The Group leases various offices, warehouses, retail stores, car servicing garages, equipment and vehicles. Rental contracts are typically made
for fixed periods between 3 months and 25 years, but may have break clauses or extension options.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease
components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to
separate lease and non-lease components and, instead, accounts for these as a single lease component.
At the commencement date of property leases, the Group determines the lease term to be the full term of the lease, assuming that any option to
break or extend the lease is unlikely to be exercised. Leases are regularly reviewed on an individual basis and will be revalued if it becomes likely
that a break clause or option to extend the lease is exercised.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the
following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
• Amounts expected to be payable by the Group under residual value guarantees;
• The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease
payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for
leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions.
To determine the incremental borrowing rate, the Group:
• Where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing
conditions since third party financing was received;
• Uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group; and
• Makes adjustments specific to the lease, for example location, type of property.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease
liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and
adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit
or loss over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
• The amount of the initial measurement of lease liability;
• Any lease payments made at or before the commencement date less any lease incentives received;
• Any initial direct costs; and
• Restoration costs.
For leases acquired as part of a business combination, the lease liability is measured at the present value of the remaining lease payments. The
right-of-use asset is measured at the same amount as the lease liability adjusted to reflect favourable or unfavourable terms of the lease when
compared to market terms.
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FINANCIAL
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Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are
reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease, or over the
remaining economic life of the asset if, rarely, 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.
The carrying value of lease liabilities is, similarly, revised when the variable element of future lease payments dependent on a rate or index is
revised. In both cases, an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being
amortised over the remaining (revised) lease term. If the carrying value of the right-of-use asset is adjusted to zero, any further reduction is
recognised in profit or loss.
The right-of-use assets are considered for impairment at each reporting date; see Note 14.
When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:
• If the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the
additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy.
• In all other cases where the renegotiation increases the scope of the lease (whether that is an extension to the lease term, or one or more
additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-
use asset being adjusted by the same amount.
• If the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are
reduced by the same proportion to reflect the partial or full termination of the lease with any difference recognised in profit or loss. The
lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated
term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the
same amount.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets (<£5,000) are recognised on a
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets
comprise warehousing, IT and telephone equipment.
As lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating
leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit
or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount
of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the
period in which they are earned.
When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified
as a finance or operating lease by reference to the right-of-use asset arising from the head lease.
Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average cost principle
and includes purchase costs, adjusted for rebates and other costs incurred in bringing them to their existing location.
Where inventory is held by third parties but for which Halfords exercises control over the inventory, Halfords recognises the value of that
inventory on its balance sheet. Control is determined by Halfords retaining the title to the inventory and restricting its use by the third party.
Supplier financing
Where Halfords operates invoicing arrangements with third-party suppliers, whereby the timing of receipts from a supplier creates a cash flow
timing advantage at periods during the year for Halfords, such arrangements are considered akin to a supplier financing arrangement. The cash
flows paid and received under the arrangement are separately disclosed as supplier financing in the cash flow statement. The amount due to or
from the supplier at the year-end date is shown in other payables or other receivables as appropriate.
Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably,
and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. The unwinding of the discount is recognised as a finance cost.
Details of the provisions recognised can be seen in Note 20.
Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset when the reimbursement
is certain.
180
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ACCOUNTING
POLICIES
A dilapidation provision is recognised when there is future obligation relating to the maintenance of leasehold properties. The provision is based
on management’s best estimate of the obligation, which forms part of the Group’s unavoidable cost of meeting its obligations under the lease
contracts. Key uncertainties are estimates of amounts due.
Provisions for employer and product liability claims are recognised when an incident occurs or when a claim made against the Group is received
that could lead to there being an outflow of benefits from the Group. The provision is based on management’s best estimate of the settlement
assisted by an external third party. The main uncertainty is the likelihood of success of the claimant and hence the pay-out; however, a provision
is only recognised when there is considered to be reasonable grounds for the claim.
Cash and cash equivalents
Cash and cash equivalents on the Consolidated Statement of Financial Position comprise cash at bank and in hand and short-term deposits
with original maturities of less than 90 days, which are subject to an insignificant risk of changes in value. In the Consolidated Statement of Cash
Flows, net cash and cash equivalents comprise cash and cash equivalents, as defined above, net of bank overdrafts.
Non-controlling interests
For business combinations the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling interest
in the acquiree that is a present ownership interest and entitles its holders to a proportionate share of the entity’s net assets in the event of
liquidation at either acquisition date fair value or, at the present ownership instruments’ proportionate share in the recognised amounts of the
acquiree’s identifiable net assets.
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests
in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries were attributed entirely to the Group.
In accordance with the transitional requirements of IAS 27 (2008), the carrying value of non-controlling interests at the effective date of the
amendment has not been restated.
Financial instruments
i) Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when
the Group becomes a party to the contractual provisions of the instrument.
On initial recognition, a financial asset is measured at: amortised cost; Fair Value through Other Comprehensive Income (FVOCI) – equity
instrument; or Fair Value through Profit or Loss (FVTPL). A financial liability is measured at either amortised costs or FVTPL.
ii) Classification and subsequent measurement
Financial assets
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial
assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the
business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
• It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
On initial recognition of an equity instrument that is not held for trading, the Group may, irrevocably, elect to present subsequent changes in the
investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not measured at amortised cost or FVOCI, as described above, are measured at FVTPL. This includes all derivative financial
assets (Note 22). On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be
measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates, or significantly reduces, an accounting mismatch that would
otherwise arise.
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181
FINANCIAL
STATEMENTS
Financial assets: Business model assessment
The Group assesses the objective of the business model in which financial assets are held at a CGU 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 business unit and the operation of those policies in practice. This includes whether management’s
strategy focuses on earning contractual interest income, maintaining a particular interest rate portfolio, matching the duration of the financial
assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;
• How the performance of the business unit is evaluated and reported to Group’s management;
• The risks that affect the performance of the business model (and the financial assets held within that business unit) and how those risks are
managed; 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.
Financial assets that are held for trading or are managed, and whose performance is evaluated on a fair value basis, are measured at FVTPL.
Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest
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 and
for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.
In assessing whether 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;
• Terms that may adjust the contractual coupon rate, including variable rate features;
• Prepayment and extension features; and
• Terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).
Financial assets: Measurement and gains and losses
Financial assets
at FVTPL
These assets are, subsequently, measured at fair value. Net gains and losses, including any interest or dividend
income, are recognised in profit and loss. However, see Note 22 for derivatives designated as hedging
instruments.
Financial assets at
amortised cost
These assets are, subsequently, measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and
impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Equity investments
at FVOCI
These assets are, subsequently, measured at fair value. Dividends are recognised as income in profit or loss
unless the dividend clearly represents a recovery of part of the cost of investment. Other net gains and losses
are recognised in OCI and never reclassified to profit or loss.
Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as FVTPL if it is classified as held for
trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and
losses, including any interest expense, are recognised in profit and loss. All other financial liabilities are recognised, initially, at their fair value and
are, subsequently, measured at amortised cost using the effective interest method.
iii) Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights
to receive the contractual cash flows in a transaction in which, substantially, all of the risks and rewards of ownership of the financial asset are
transferred or in which the Group neither transfers nor retains, substantially, all of the risks and rewards of ownership and it does not retain
control of the financial asset.
182
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ACCOUNTING
POLICIES
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. The Group also derecognises
a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new liability
based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-
cash assets transferred or liabilities assumed) is recognised in profit or loss.
iv) Offsetting
Financial assets and financial liabilities are offset and the net position presented in the statement of financial position when, and only when, the
Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset
and settle the liability simultaneously.
v) Derivatives
Derivative financial instruments are used to manage risks arising from changes in foreign currency exchange rates relating to the purchase
of overseas sourced products. The Group does not hold or issue derivative financial instruments for trading purposes. The Group uses the
derivatives to hedge highly probable forecast transactions and, therefore, the instruments are largely designated as cash flow hedges.
Derivatives are initially recognised at fair value on the date a contract is entered into and are subsequently remeasured at their fair value.
At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge.
The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in
the cash flows of the hedged item and hedging instrument are expected to offset each other.
The effective element of any gain or loss from remeasuring the derivative instrument is recognised in Other Comprehensive Income (“OCI”)
and accumulated in the hedging reserve. Any element of the remeasurement of the derivative instrument that does not meet the criteria for an
effective hedge is recognised immediately in the Group Income Statement within finance income or cost of sales.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item, such as inventory, the amount
accumulated in the hedging reserve is included directly in the initial cost of the non-financial item when it is recognised.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss
existing in other comprehensive income at that time remains in OCI and is recognised when the forecast transaction is ultimately recognised
in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in OCI is
recognised immediately in profit or loss.
The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than
12 months or, as a current asset or liability, if the remaining maturity of the hedged item is less than 12 months.
vi) Impairment
The Group recognises loss allowances for expected credit losses (“ECLs”) on trade receivables, contract assets and lease receivables
measured at amortised cost. This includes the Parent Company receivables. These are always measured at an amount equal to lifetime ECL. The
maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. There is
limited exposure to ECLs due to the business model.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition, and when estimating ECL,
the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both
qualitative and quantitative information and analysis, based on the Group’s historical experience and informed credit assessment and forward-
looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group considers a
financial asset to be in default when the financial asset is more than 90 days past due.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.
This is generally the case when the Group determines that the debtor does not have the assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to
enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
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183
FINANCIAL
STATEMENTS
Estimates and judgements
The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form
the basis of making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from the estimates.
Estimates are monetary amounts in the financial statements that are subject to measurement uncertainty and judgements are decisions taken
by management on accounting measurements and recognition criteria.
Management considers that their use of estimates and judgements in the application of the Group’s accounting policies are inherently linked
and so are discussed together below. Significant sources of estimation uncertainty and judgement are identified separately.
The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements
are detailed below:
Allowances against the carrying value of inventories
The Group reviews the market value of and demand for its inventories on a periodic basis to ensure that recorded inventory is stated at the lower
of cost and net realisable value. In assessing the ultimate realisation of inventories, the Group is required to make estimates regarding future
demand and to compare these with the current or committed inventory. Estimates have also been made relating to the timing and success
of product ranges, which would impact estimated demand and selling prices. Details of provisions recognised against inventory is provide in
note 15.
Lease terms and incremental borrowing rate
Under IFRS 16, the Group recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing
its obligation to make lease payments. The lease liability is initially measured at the present value of the remaining lease payments, discounted
using the Group’s incremental borrowing rate, adjusted to take into account the risk associated with the length of the lease, which ranges
between 1 and 25 years, and the location of the lease. The Group has, therefore, made an estimate in determining the incremental borrowing
rate used. The weighted average incremental borrowing rate in FY24 was 2.76%. Halfords reviews the incremental borrowing rate against the
property yields to ensure the rates move appropriately against the weighted average reference rate for UK properties and concluded the rates
appear reasonable.
In determining lease terms, management considers all facts and circumstances that create an economic incentive to exercise an extension
option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the
lease is reasonably certain to be extended (or not terminated).
For leases of warehouses, retail stores, autocentres and equipment, the following factors are normally the most relevant:
• Review of profitability of each store and garage;
• If there are significant penalties to terminate (or not extend), the Group is, typically, reasonably certain to extend (or not terminate); and
• If any leasehold improvements are expected to have a significant remaining value, the Group is, typically, reasonably certain to extend (or
not terminate).
Otherwise, the Group considers other factors including historical lease durations and the costs and business disruption required to replace the
leased asset. Most extension options in vehicle leases have not been included in the lease liability, because the Group could replace the assets
without significant cost or business disruption.
184
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ACCOUNTING
POLICIES
Other key estimates and judgements
The following are other key estimates and judgements that do not have a significant risk of material impact on the following financial year but
management still consider to be key estimates and judgements:
Impairment of assets within Retail and Autocentres
The impairment testing process requires management to make significant estimates regarding the future cash flows expected to be generated
by CGUs to which goodwill has been allocated. In assessing value-in-use, net cash flow forecasts are extrapolated using long-term growth rates
to determine the basis for an annuity-based terminal value. These net cash flow forecasts reflect assumptions relating to sales and cost growth
in addition to other cash flow movements including income tax. Future cash flows, including the terminal value, are discounted to their present
value using a post-tax discount rate that reflects current market assessments of the time value of money. The estimates of future cash flows
exclude cash inflows or outflows attributable to financing activities. Management periodically evaluates and updates the estimates based on
the conditions which influence these variables. The assumptions and conditions for determining impairments of goodwill reflect management’s
best assumptions and estimates, but these items involve inherent uncertainties described above. As a result, the accounting for such items
could result in different estimates or amounts if management used different assumptions or if different conditions occur in future accounting
periods. A detailed discussion of the impairment methodology applied, key assumptions used and related sensitivity analyses by the Group in
the context of goodwill is provided in note 12.
Adoption of new and revised standards
The Group has applied the following interpretations and amendments for the first time in these financial statements:
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2;
• Definition of Accounting Estimates – Amendments to IAS 8; and
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12.
The application of these new interpretations and amendments did not have a material impact on the financial statements.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not yet effective and have not been adopted by the
Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable
future transactions.
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185
FINANCIAL
STATEMENTS
1. Operating segments
The Group has two reportable segments, Retail and Autocentres, which are the Group’s strategic business units. The strategic business
units offer different products and services, and are managed separately because they require different operational, technological and
marketing strategies.
The operations of the Retail reporting segment comprise the retailing of automotive, leisure and cycling products and services through retail
stores and online. The operations of the Autocentres reporting segment comprise vehicle servicing and repair performed from garages and
vans, along with the operations of Avayler Software-as-a-Service products to both internal and external customers.
The Chief Operating Decision Maker is the Executive Directors. Internal management reports for each of the segments are reviewed by the
Executive Directors on a monthly basis. Key measures used to evaluate performance are Revenue and Operating Profit. Management believe
that these measures are the most relevant in evaluating the performance of the segment and for making resource allocation decisions.
The following summary describes the operations in each of the Group’s reportable segments. Performance is measured based on segment
operating profit, as included in the management reports that are reviewed by the Executive Directors. These internal reports are prepared in
accordance with IFRS accounting policies consistent with these Group Consolidated Financial Statements.
All material operations of the reportable segments are carried out in the UK and Republic of Ireland and all material non-current assets are
located in the UK. The Group’s revenue is driven by the consolidation of individual small value transactions and as a result Group revenue is not
reliant on a major customer or group of customers.
Income statement – continuing operations
Retail
£m
Autocentres
£m
52 weeks to
29 March
2024
Total
£m
Revenue
997.1
699.4
1,696.5
Segment result before non-underlying items
41.1
20.8
61.9
Non-underlying items
(1.5)
(2.8)
(4.3)
Segment result
39.6
18.0
57.6
Unallocated expenses1
(5.7)
Operating profit
51.9
Finance costs
(13.1)
Profit before tax
38.8
Taxation
(9.8)
Profit after tax from continuing operations
29.0
Products and services transferred at a point in time
926.40
689.8
1,616.2
Products and services transferred over time
70.7
9.6
80.3
Revenue
997.1
699.4
1,696.5
Income statement – continuing operations
Retail
£m
Autocentres
£m
52 weeks to
29 March
2023
Total
£m
Revenue
977.9
594.8
1,572.7
Segment result before non-underlying items
58.6
5.7
64.3
Non-underlying items
(0.7)
(7.1)
(7.8)
Segment result
57.9
(1.4)
56.5
Unallocated expenses1
(5.4)
Operating profit
51.1
Finance costs
(12.1)
Profit before tax
39.0
Taxation
(8.1)
Profit after tax from continuing operations
30.9
Products and services transferred at a point in time
914.0
560.3
1,474.3
Products and services transferred over time
63.9
34.5
98.4
Revenue
977.9
594.8
1,572.7
1
Unallocated expenses have been disclosed to reflect the format of the internal management reports reviewed by the Chief Operating Decision Maker and include an amortisation
charge of £5.7m in respect of assets acquired through business combinations (2023: £5.4m).
186
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
1. Operating segments continued
Other segment items:
Retail
£m
Autocentres
£m
52 weeks to
29 March
2024
Total
£m
Capital expenditure
22.8
20.9
43.7
Depreciation and impairment charge
14.4
12.0
26.4
Impairment of right-of-use asset
(0.6)
3.4
2.8
Amortisation of right-of-use asset
54.1
23.6
77.7
Amortisation expense
13.6
3.8
17.4
Other segment items:
Retail
£m
Autocentres
£m
52 weeks to
31 March
2023
Total
£m
Capital expenditure
26.6
21.5
48.1
Depreciation and impairment expense
17.2
11.3
28.5
Impairment of right-of-use asset
(2.3)
–
(2.3)
Amortisation of right-of-use asset
53.0
22.5
75.5
Amortisation expense
11.8
2.4
14.2
There have been no significant transactions between segments in the 52 weeks ended 29 March 2024 (2023: £nil).
2. Operating expenses
For the period from continuing operations
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Selling and distribution costs
615.9
578.7
Administrative expenses, before non-underlying items
150.5
131.1
Non-underlying administrative expenses (See note 5)
4.3
7.8
Administrative expenses
154.8
138.9
Operating expenses
770.7
717.6
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187
FINANCIAL
STATEMENTS
3. Operating profit
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
Restated*
£m
Operating profit is arrived at after charging/(crediting) the following:
Expenses relating to leases of low-value assets, excluding short-term lease of low-value assets
0.3
2.0
Expenses relating to short term leases
6.4
4.8
Landlord surrender premiums
–
(1.0)
Loss on disposal of property, plant and equipment, and intangibles
0.8
1.7
Amortisation of intangible assets
21.2
17.9
Amortisation of right-of-use assets
79.7
77.5
Depreciation of owned property, plant and equipment
27.2
28.1
Impairment of:
– owned property, plant and equipment
0.5
1.2
– right-of-use assets
2.8
(2.3)
Trade receivables impairment
(0.1)
(0.3)
Staff costs (see note 4)
387.5
351.7
Cost of inventories consumed in cost of sales
648.5
662.9
The total fees payable by the Group to BDO LLP and their associates during the period was £2.0m (2023: £1.7m), in respect of the services
detailed below:
For the period
52 weeks to
29 March
2024
£’000
52 weeks to
31 March
2023
£’000
Fees payable to BDO LLP and their associates for the audit of the Company’s accounts
70.0
65.0
Fees payable to BDO LLP and their associates for other services:
The audit of the Company’s subsidiary undertakings, pursuant to legislation
1,680.0
1,398.0
Audit-related assurance services
230.0
235.0
Other
6.0
–
1,986.0
1,698.0
4. Staff costs
For the period, from continuing operations
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
The aggregated remuneration of all employees including Directors comprised:
Wages and salaries
351.6
319.5
Redundancies included in non-underlying items
1.8
1.9
Social security costs
31.0
25.2
Equity settled share-based payment transactions (note 24)
3.8
2.4
Contributions to defined contribution plans (note 26)
6.8
10.0
395.0
359.0
Staff costs recognised within intangible asset additions in the period totalled £5.7m (2023: £5.4m).
Number
Number
Average number of persons employed by the Group, including Directors, during the period relating to
continuing operations:
Stores/Autocentres
10,692
10,471
Central warehousing
678
794
Support Centre
1,184
1,433
12,554
12,698
188
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
4. Staff costs continued
Key management compensation
For the period from continuing operations
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Salaries and short-term benefits
2.2
3.2
Social security costs
0.4
0.6
Pensions
0.1
0.2
Share based payment charge
0.9
2.4
3.6
6.4
Key management compensation includes the emoluments of the Board of Directors and the emoluments of the Halfords Limited and Halfords
Autocentres management boards.
Full details of Directors’ remuneration and interests are set out in the audited tables in the Remuneration Committee Report on pages 132 to
149, which form part of these financial statements.
5. Non-underlying items
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Non-underlying operating expenses relating to continuing operations
Organisational restructure costs (a)
7.7
6.1
Acquisition and investment related fees (b)
1.0
1.9
Closure costs (c)
(4.4)
(0.2)
Non-underlying items before tax relating to continuing operations
4.3
7.8
Tax on non-underlying items (d)
(0.5)
(1.1)
Non-underlying items after tax relating to continuing operations
3.8
6.7
Non-underlying items after tax relating to discontinued operations (Note 10)
6.9
0.2
Total Non-underlying items
10.7
6.9
a. During the period, organisational restructure costs of £7.7m were incurred. Costs in relation to these activities comprise:
• £2.0m (2023: £1.6m) linked to the ongoing warehouse management system replacement programme. This project and associated costs
are expected to conclude in FY25;
• £1.9m (2023: £2.9m) of redundancy costs primarily within the support centre;
• £1.9m relating to professional fees incurred on a one off strategic review of procurement and related activities undertaken to drive future
cost efficiency. The strategic review is now complete and no further costs will be incurred;
• £1.1m of professional fees incurred in relation to restructuring the Avayler operation. The restructuring is now complete and no further
costs are anticipated;
• £0.5m (2023: £1.2m) due to the new system and financial dual running costs incurred in relation to the integration of National Tyres; and
• £0.3m (2023: £0.4m) relating to master data management systems upgrade. This project and associated costs are expected to conclude
in FY25.
b. Acquisition and investment related costs of £1.0m (2023: £1.9m) incurred in the period primarily comprise professional fees and acquisition
costs in relation to the acquisitions of National Tyres and the Lodge Tyre Company, where no further costs will be incurred in relation to these
acquisitions.
c. During periods ending 3 April 2020 and 2 April 2021 the Group completed a strategic review of the profitability of its physical estate and
subsequently closed a number of stores and garages. Assets were impaired and costs associated with ongoing onerous commitments
under lease agreements and other costs associated with the property exits were provided for. In the current period, £4.4m (2023: £0.2m)
was credited to the income statement within non-underlying items following lease disposals and subsequent review of provisions required. In
future periods, further lease disposals may be negotiated. This may result in further amounts being released to the income statement due to
the significant estimation uncertainty over the timing of exits and the final negotiated settlements.
d. The tax credit of £0.5m represents a tax rate of 11.6% applied to non-underlying items. The prior period represents a tax credit at 13.8%
applied to non-underlying items. The effective tax rate is lower than the UK corporation tax rate principally due to the impact of credits
disallowable for tax.
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189
FINANCIAL
STATEMENTS
6. Net finance expense
Recognised in profit or loss for the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Finance costs:
Bank borrowings
(2.2)
(1.4)
Amortisation of issue costs on loans
(0.8)
(0.8)
Commitment and guarantee fees
(1.1)
(1.1)
Interest payable on lease liabilities
(9.0)
(8.8)
Finance costs
(13.1)
(12.1)
7. Taxation
Amounts recognised through Income Statement
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Current taxation
UK corporation tax charge for the period
5.6
6.9
Adjustment in respect of prior periods
(5.5)
1.0
0.1
7.9
Deferred taxation
Origination and reversal of temporary differences
0.9
1.2
Effect of changes in tax rates
–
0.3
Adjustment in respect of prior periods
4.5
(1.3)
5.4
0.2
Total tax charge for the period
5.5
8.1
Income tax is attributable to:
Profit from continuing operations per income statement
9.8
8.1
Loss from discontinuing operations per note 10
(4.3)
–
5.5
8.1
Amounts recognised through Other Comprehensive Income
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Deferred taxation
Origination and reversal of temporary differences in Other Comprehensive Income
0.4
(1.1)
Total tax charge / (credit) to Other Comprehensive Income for the period
0.4
(1.1)
Amounts recognised directly in Equity
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Current taxation
UK corporation tax credit for the period
(0.4)
–
(0.4)
–
Deferred taxation
Origination and reversal of temporary differences in equity
–
0.9
–
0.9
Total tax (credit)/charge to equity for the period
(0.4)
0.9
190
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
7. Taxation continued
Reconciliation of effective tax rate
The tax charge is reconciled with the standard rate of UK corporation tax as follows:
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Profit before tax from continuing operations
38.8
39.0
Loss before tax on discontinued operations including gain on disposal (Note 10)
(16.4)
(2.8)
Profit before tax
22.4
36.2
UK corporation tax at standard rate of 25% (2023: 19%)
5.6
6.9
Factors affecting the charge for the period:
Depreciation on expenditure not eligible for tax relief
0.7
0.6
Impact of super deduction capital allowances uplift
–
(0.7)
Employee share options
0.4
0.8
Other disallowable expenses
0.6
0.8
Adjustment in respect of prior periods
(1.1)
(0.3)
Deferred tax not recognised
(0.2)
–
Impact of overseas tax rates
(0.5)
(0.3)
Impact of change in tax rate on deferred tax balance
–
0.3
Total tax charge for the period
5.5
8.1
An increase to the main rate of corporation tax to 25% was substantively enacted on 24 May 2021 and took effect from 1 April 2023. This has
increased the Company’s current tax charge accordingly in comparison to the prior year rate of 19%. The opening and closing deferred tax
asset at 29 March 2024 has been calculated based on the rate of 25%.
The effective tax rate of 24.6% (2023: 20.7%) is lower than the UK corporation tax rate principally due to the impact of prior period adjustments
arising from a review which led to a Research & Development expenditure claim (RDEC) and Super Deduction claims on the Group’s software
expenditure for the periods ending 1 April 2022 and 31 March 2023, offset by non-deductible depreciation in the period.
The tax charge for the period was £5.5m (2023: £8.1m), including a £3.0m credit (2023: £1.1m credit) in respect of tax on non-underlying items.
In this period, the Group’s contribution to the UK Exchequer from both taxes paid and collected exceeded £273.0m (2023: £261m) with the main
taxes including corporation tax £11.0m (2023: £4.9m), net VAT £126.3m (2023: £114.8m), employment taxes of £89.0m (2023: £94.2m) and
business rates £37.0m (2023: £39.2m).
Impact of future tax changes
Pillar Two legislation, which introduced a global minimum effective tax rate of 15%, has been enacted or substantively enacted in certain
jurisdictions where the Group operates. The legislation will be effective for the Group’s financial period beginning 30 March 2024. The Group is
in scope of the enacted or substantively enacted legislation and has performed an assessment of the Group’s potential exposure to Pillar Two
income taxes.
The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting
and financial statements for the constituent entities in the Group. Based on the assessment, the Pillar Two effective tax rates in most of the
jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the transitional safe harbour
relief may not apply and the Pillar Two effective tax rate is close to 15%. The Group does not expect a material exposure to Pillar Two income
taxes in those jurisdictions.
8. Dividends
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Equity – ordinary shares
Final for the 52 weeks to 31 March 2023 – paid 7.0p per share (52 weeks to 1 April 2022: 6.0p)
15.2
13.0
Interim for the 52 weeks to 29 March 2024 – paid 3.0p per share (52 weeks to 31 March 2023: 3.0p)
6.5
6.5
21.7
19.5
In addition, the Directors are proposing a final dividend in respect of the financial period ended 29 March 2024 of 5.0p per share (2023: 7.0p per
share), which will absorb an estimated £11.0m (2023: £15.3m) of shareholders’ funds. It will be paid on 13 September 2024 to shareholders who
are on the register of members on 9 August 2024.
halfords.annualreport2024.com
191
FINANCIAL
STATEMENTS
9. Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary
shares in issue during the period. The weighted average number of shares excludes shares held by an Employee Benefit Trust (see note 23) and
has been adjusted for the issue/purchase of shares during the period.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential
ordinary shares. These represent share options granted to employees where the exercise price is less than the average market price of the
Company’s ordinary shares during the 52 weeks to 29 March 2024.
The Group has also chosen to present an alternative earnings per share measure, with profit adjusted for non-underlying items because it better
reflects the Group’s underlying performance.
For the period
52 weeks to
29 March
2024
Number of
shares
m
52 weeks to
31 March
2023
Number of
shares
m
Weighted average number of shares in issue
218.9
218.9
Less: shares held by the Employee Benefit Trust (weighted average)
(1.5)
(1.5)
Weighted average number of shares for calculating basic earnings per share
217.4
217.4
Weighted average number of dilutive shares
8.5
10.0
Total number of shares for calculating diluted earnings per share
225.9
227.4
For the period
52 weeks to
29 March
2024
£m
52 weeks to
31 March
2023
£m
Restated*
Earnings from continuing operations
29.0
30.9
Non-underlying items after tax relating to continuing operations (Note 5)
3.8
6.7
Earnings from continuing operations before non-underlying items
32.8
37.6
Loss from discontinued operations
(12.1)
(2.8)
Non-underlying items after tax relating to discontinued operations (Note 10)
6.9
0.2
Loss from discontinued operations before non-underlying items
(5.2)
(2.6)
Total earnings
16.9
28.1
Total non-underlying items after tax
10.7
6.9
Total earnings before non-underlying items
27.6
35.0
For the period
52 weeks to
29 March
2024
52 weeks to
31 March
2023
Restated*
Basic earnings per ordinary share from continuing operations
13.3p
13.0p
Diluted earnings per ordinary share from continuing operations
12.7p
12.4p
Basic earnings per ordinary share from continuing operations before non-underlying items
15.1p
17.6p
Diluted earnings per ordinary share from continuing operations before non-underlying items
14.5p
16.8p
Basic earnings per ordinary share
7.8p
12.9p
Diluted earnings per ordinary share
7.4p
12.4p
Basic earnings per ordinary share before non-underlying items
12.7p
16.1p
Diluted earnings per ordinary share before non-underlying items
12.2p
15.4p
*
Please see note 30 for further details.
192
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
10. Discontinued operations
On 25 January 2024 the Group announced its intention to enter into a strategic partnership with specialist tyre distributor Bond International
and to close its existing tyre operation. As a consequence, on 22 February 2024, the Group sold Birkenshaw Distributors Limited (“BDL”) and
the wholesale customers of Stepgrades Motor Accessories Ltd (“Viking”) to R & R C Bond (Holdings) Limited (“Bond”). On 22 March 2024, the
remaining principal operations of Viking ceased.
The events noted above result in Viking and BDL being treated as a discontinued operation in the period. The results of the business have been
shown separately from the continuing business for all periods and presented on the face of the income statement as a discontinued operation.
This is also reflected in the statement of comprehensive income. Earnings per share (EPS) has been split between continuing and discontinued
operations. The cash flows of the discontinued operation have also been disclosed in the Consolidated Statement of Cash Flows.
The summary income statement for the businesses treated as a discontinued operation for the periods up to 29 March 2024 and 31 March
2023 are as follows:
52 Weeks to 29 March 2024
52 weeks to 31 March 2023
Discontinued operations
Before non-
underlying
items
£m
Non-
underlying
items
£m
Total
£m
Before non-
underlying
items
£m
Non-
underlying
items
£m
Total
£m
Revenue
16.3
–
16.3
19.1
–
19.1
Cost of sales
(13.6)
–
(13.6)
(12.6)
–
(12.6)
Gross profit
2.7
–
2.7
6.5
–
6.5
Operating expenses
(9.7)
(11.9)
(21.6)
(9.1)
(0.2)
(9.3)
Loss from operating activities
(7.0)
(11.9)
(18.9)
(2.6)
(0.2)
(2.8)
Net finance expense
–
–
–
–
–
–
Loss before income tax
(7.0)
(11.9)
(18.9)
(2.6)
(0.2)
(2.8)
Income tax credit
1.8
2.5
4.3
–
–
–
Loss after tax
(5.2)
(9.4)
(14.6)
(2.6)
(0.2)
(2.8)
Gain on disposal
–
2.5
2.5
–
–
–
Loss after tax from discontinued
operations
(5.2)
(6.9)
(12.1)
(2.6)
(0.2)
(2.8)
The events noted for Viking and BDL are a major re-organisation of a key line of business. The costs and gains on disposal of various Viking and
BDL assets associated with these events meet the definition of non-underlying items as per Group accounting policy. The breakdown of these
are as follows:
52 Weeks
to 29 March
2024
£m
52 weeks
to 31 March
2023
£m
Non-underlying operating expenses:
Organisational restructure costs (a)
11.9
0.2
Gain on disposal of assets (b)
(2.5)
–
Non-underlying items before tax
9.4
0.2
Tax credit on non-underlying items
(2.5)
–
Non-underlying items after tax
6.9
0.2
a. Organisational restructuring costs of £11.9m were incurred relating to the disposals of the share capital of BDL and the wholesale customers
of Viking, and the subsequent closure of the remaining Viking operation. Costs in relation to these activities comprise: redundancy costs
£2.6m, property related restructuring provisions £3.9m, right-of-use and other asset impairment £4.1m, Viking dual running costs £0.5m and
legal fees to support the transaction of £0.8m. In the prior period, £0.2m relates to financial dual running costs incurred in the integration of
National Tyre.
b. Deferred consideration of £2.9m, of which £0.6m is to be receivable in the next period, was recognised on the contract date for
the disposal of £0.4m of assets, giving rise to a £2.5m gain on disposal.
There are no other items of comprehensive income relating to discontinued operations for the period ending 29 March 2024 (2023: £nil).
halfords.annualreport2024.com
193
FINANCIAL
STATEMENTS
11. Acquisition of Subsidiary
On 26 January 2024 the Group acquired 100% of the issued share capital of Capital Tyres (Northallerton) Limited for a total consideration of
£0.6m (excluding transaction costs).
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows (fair value is used apart
from leases, contingent liabilities and income taxes);
Capital Tyres (Northallerton) Limited net assets at acquisition date
Book value
£m
Fair value
adjustment
£m
Final fair value
£m
Tangible assets
0.1
–
0.1
Inventories
0.1
–
0.1
Trade and other receivables
0.3
–
0.3
Cash
–
–
–
Trade and other payables
(0.4)
–
(0.4)
Provisions
–
(0.1)
(0.1)
Total
0.1
(0.1)
–
Goodwill
Goodwill was recognised as a result of the acquisition as follows:
£m
Consideration (cash)
0.6
Less fair value of identifiable (assets)/liabilities
–
Goodwill
0.6
194
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
12. Intangible assets
Brand
names and
trademarks
£m
Customer
relationships
£m
Supplier
relationships
£m
Computer
software
£m
Goodwill
£m
Total
£m
Cost
At 1 April 2022
12.3
23.1
9.4
108.3
406.0
559.1
Additions
–
–
–
25.0
–
25.0
Additions from acquisitions
1.8
12.1
–
–
18.7
32.6
Disposals
–
–
–
(0.5)
–
(0.5)
At 31 March 2023
14.1
35.2
9.4
132.8
424.7
616.2
Additions
–
–
–
23.6
–
23.6
Additions from acquisitions (Note 11)
–
–
–
–
0.6
0.6
Disposals
(0.4)
(0.3)
–
(0.6)
–
(1.3)
At 29 March 2024
13.7
34.9
9.4
155.8
425.3
639.1
Amortisation
At 1 April 2022
5.9
13.6
3.1
72.4
21.7
116.7
Charge for the period
1.0
1.7
0.7
14.5
–
17.9
Disposals
–
–
–
(0.3)
–
(0.3)
At 31 March 2023
6.9
15.3
3.8
86.6
21.7
134.3
Charge for the period
1.0
2.2
0.6
17.4
–
21.2
Disposals
(0.1)
–
–
(0.3)
–
(0.4)
At 29 March 2024
7.8
17.5
4.4
103.7
21.7
155.1
Net book value at 29 March 2024
5.9
17.4
5.0
52.1
403.6
484.0
Net book value at 31 March 2023
7.2
19.9
5.6
46.2
403.0
481.9
Assets under construction relating to computer software total £7.2m (2023: £nil).
1) Retail
The table below shows the split of goodwill in the Retail CGU:
Company goodwill related to
Amount
Acquired
Halfords Holdings Limited
253.1
31 August 2002
Boardman Bikes Limited and Boardman International Limited
10.7
4 June 2014
Tredz Limited and Wheelies Direct Limited
9.5
23 May 2016
Total for Retail CGU
273.3
2) Autocentres
The table below shows the split of goodwill in the Autocentres CGU, which relates to a portfolio of garages and fleet vans across the
United Kingdom.
Company goodwill related to
Amount
Acquired
Capital Tyres (Northallerton) Limited
0.6
26 January 2024
LTC Trading Holding
18.1
4 October 2022
APT Tyre Distributers Limited
0.3
11 May 2022
Axle Group
31.3
9 December 2021
Iverson Tyres Limited
0.6
1 December 2021
The Universal Tyre Company (Deptford) Limited
2.1
15 April 2021
McConechy's
6.9
5 November 2019
Victor Holdings Limited (Tyres on the Drive)
0.7
14 October 2019
Nationwide Autocentres
69.7
17 February 2010
Total for Autocentres CGU
130.3
halfords.annualreport2024.com
195
FINANCIAL
STATEMENTS
12. Intangible assets continued
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount of goodwill is
determined based on value-in-use calculations for each of the two groups of CGUs, being Retail and Autocentres. This is the lowest level within
the Group to which the goodwill is monitored for internal management purposes, which is not higher than the Group’s operating segments as
reported in Note 1.
This requires estimation of the present value of future cash flows expected to arise from the continuing operations of each group of CGUs. Cash
flow projections are based on financial business plans prepared by management covering a five-year period, which are reviewed and approved
by the Board. Plans are based on both past performance and expectations for future market development, linked to the strategy of the Group as
set out in the Strategic Report section in these financial statements.
These estimates require assumptions over future sales performance, future costs, and long-term growth rates, as well as the application of
an appropriate discount rate. Management have used the 5-year projections going out to FY28, as approved by the Board, for the basis of the
impairment reviews. This was based on small like-for-like growth within Retail and Autocentres. Cash outflows required to replace leased assets,
which are essential to the ongoing operation of each CGU group, were also considered and the estimates were informed by the Group’s recent
lease negotiations.
The growth rates used to extrapolate cash flows beyond the plan period, as set out in the table below, do not exceed long-term industry
averages and reflect the revenue growth and ongoing efficiency initiatives, and the relative maturity of the two groups of CGUs. The growth rates
for both the Retail and Autcoentres groups of CGUs have been reviewed and updated as required to reflect the current strategy.
The discount rate is a pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the
cash- generating units. The pre-tax discount rates used to calculate value in use are derived from the Group’s post-tax weighted average cost
of capital, incorporating the impact of IFRS 16, and adjusted for the specific risks relating to each cash-generating unit. The discount rates used
are shown below:
Notes
2024
2023
Discount rate
1
11.9%
10.9%
Growth rate – Retail
2
1.7%
1.0%
Growth rate – HAC
2
2.7%
1.0%
Notes:
1
Pre-tax discount rate applied to the cash flow projections.
2
Growth rate used to extrapolate cash flows beyond the five-year budget period.
Sensitivity analysis on the key assumptions in the value-in-use calculations has been undertaken, this found that there is more than adequate
amount of headroom before an impairment would be triggered.
Modelling included looking at the effect of a 1% decrease in terminal growth rate and a 1% increase in discount rate. Both separately and
combined, these showed adequate headroom when sensitised individually but a significant reduction in headroom when combined as set out in
the table below. Results of this sensitivity analysis are shown below:
Retail
2024
£m
Autocentres
2024
£m
Original headroom
113.6
88.1
Headroom using a discount rate increased by 1%
43.9
37.7
Headroom using a terminal growth rate decreased by 1%
56.4
46.7
Headroom using a combined 1% decrease in terminal growth rate and 1% increase in discount rate
0.2
7.2
In addition to the sensitivity testing performed, management have performed a stress test which shows that EBIT year on year would have to
decrease by 22.9% within Retail and 23.4% within Autocentres before an impairment issue would be triggered. This is deemed unlikely.
196
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
13. Property, Plant and Equipment
Land and
buildings
£m
Fixtures,
fittings
and
equipment
£m
Total
£m
Cost
At 1 April 2022
83.7
298.7
382.4
Restated
6.4
(6.4)
–
At 1 April 2022 restated
90.1
292.3
382.4
Additions
6.7
16.4
23.1
Additions from acquisitions
0.4
3.4
3.8
Disposals
(2.8)
(8.1)
(10.9)
At 31 March 2023
94.4
304.0
398.4
Additions
5.4
14.7
20.1
Disposals
(1.6)
(6.5)
(8.1)
At 29 March 2024
98.2
312.2
410.4
Depreciation
At 1 April 2022
55.8
224.9
280.7
Restated
2.2
(2.2)
–
At 1 April 2022 restated
58.0
222.7
280.7
Depreciation for the period
5.4
22.7
28.1
Impairment charge
0.4
0.8
1.2
Disposals
(2.3)
(7.1)
(9.4)
At 31 March 2023
61.5
239.1
300.6
Depreciation for the period
5.5
21.7
27.2
Impairment charge
–
0.5
0.5
Disposals
(1.3)
(6.1)
(7.4)
At 29 March 2024
65.7
255.2
320.9
Net book value at 29 March 2024
32.5
57.0
89.5
Net book value at 31 March 2023 restated
32.9
64.9
97.8
Restatement relates to reclassification of assets to Land and Buildings that were incorrectly mapped to Fixtures, Fittings and equipment in
previous periods.
Assets under construction relating to fixtures, fittings and equipment at 29 March 2024 total £2.7m (2023: £nil).
No fixed assets are held as security for external borrowings.
No interest or other borrowing costs have been recognised within additions for the period (2023: Nil).
halfords.annualreport2024.com
197
FINANCIAL
STATEMENTS
14. Leases
All leases where the Group is a lessee are accounted for by recognising a right-of-use asset and a lease liability except for:
• Leases of low value assets; and
• Leases with a term of 12 months or less.
The Group’s leases relate to the store and garage premises from which the Group operates with typical lease terms of 5-10 years. Lease rentals
are typically fixed for 3-5 years with negotiated rent reviews.
i) Amounts recognised in Consolidated Statement of Financial Position
Right-of-Use Assets
Land and
buildings
£m
Equipment
£m
Total
£m
At 1 April 2022
345.6
4.6
350.2
Additions on acquisition of subsidiary
5.8
0.5
6.3
Additions to right-of-use assets
23.6
7.4
31.0
Amortisation charge for the year
(72.8)
(4.7)
(77.5)
Effect of modification of lease
1.0
–
1.0
Derecognition of right-of-use assets
(0.7)
–
(0.7)
Impairment reversal
2.3
–
2.3
At 31 March 2023
304.8
7.8
312.6
Additions on acquisition of subsidiary
–
–
–
Additions to right-of-use assets
31.7
11.6
43.3
Amortisation charge for the year
(74.0)
(5.7)
(79.7)
Effect of modification of lease
10.5
–
10.5
Derecognition of right-of-use assets
(5.6)
–
(5.6)
Impairment charge
(2.8)
–
(2.8)
At 29 March 2024
264.6
13.7
278.3
The impairment charge of £2.8m primarily relates to leases held as part of the Viking and BDL disposals and so are included in
discontinued operations.
Lease Liabilities
Land and
buildings
£m
Equipment
£m
Total
£m
At 1 April 2022
385.1
5.9
391.0
Additions on acquisition of subsidiary
5.8
0.5
6.3
Additions to lease liabilities
22.3
7.4
29.7
Interest expense
8.5
0.3
8.8
Effect of modification to lease
1.0
–
1.0
Lease payments
(84.6)
(4.7)
(89.3)
Disposals to lease liabilities
(1.1)
–
(1.1)
Foreign exchange movements
0.5
–
0.5
At 31 March 2023
337.5
9.4
346.9
Additions on acquisition of subsidiary
–
–
–
Additions to lease liabilities
31.8
10.5
42.3
Interest expense
8.5
0.5
9.0
Effect of modification to lease
11.1
(0.5)
10.6
Lease payments
(87.7)
(5.9)
(93.6)
Disposals to lease liabilities
(7.8)
–
(7.8)
Foreign exchange movements
(0.2)
–
(0.2)
At 29 March 2024
293.2
14.0
307.2
The derecognition of right of use assets and disposals of lease liabilities relates to ongoing store and garage closure programmes where Leases
have been exited before their original exit date.
Modification of leases relate to renegotiations of leases following discussions with landlords.
198
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
14. Leases continued
Carrying value of lease liabilities included in the statement of financial position
29 March
2024
£m
31 March
2023
£m
Current liabilities
79.1
77.6
Non-current liabilities
228.1
269.3
Lease liabilities
29 March
2024
£m
31 March
2023
£m
Maturity analysis – contractual undiscounted cash flows
Less than one year
87.5
85.0
Between one and two years
78.8
80.9
Between two and three years
56.8
67.1
Between three and four years
40.7
45.2
Between four and five years
27.3
30.3
Between five and six years
16.9
20.3
Between six and seven years
13.7
14.0
Between seven and eight years
10.7
11.8
Between eight and nine years
6.9
9.3
Between nine and ten years
1.2
6.0
After ten years
2.8
3.6
Total contractual cash flows
343.4
373.5
ii) Amounts recognised in Consolidated Income Statement
Land and
buildings
£m
Equipment
£m
Total
£m
52 weeks ended 29 March 2024
Amortisation charge on right-of-use assets
74.0
5.7
79.7
Interest on lease liabilities
8.5
0.5
9.0
Expenses relating to short-term leases
5.1
1.3
6.4
Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets
–
0.3
0.3
52 weeks ended 31 March 2023
Amortisation charge on right-of-use assets
72.8
4.7
77.5
Interest on lease liabilities
8.5
0.3
8.8
Expenses relating to short-term leases
4.8
–
4.8
Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets
–
2.0
2.0
iii) Amounts recognised in Consolidated Statement of Cash Flows
The total cash outflow for leases in the period ended 29 March 2024 was £93.6m (2023:£ 89.3m)
15. Inventories
29 March
2024
£m
31 March
2023
£m
Finished goods for resale
237.5
256.2
Finished goods inventories include £12.2m (2023: £13.4m) of provisions to carry inventories at net realisable value where such value is lower
than cost. During the period a £1.2m release (2023: £3.4m release) of provisions for inventory including returned goods provisions was
recognised.
Goods bought for resale recognised as a cost of sale amounted to £648.5m (2023: £662.9m).
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199
FINANCIAL
STATEMENTS
16. Trade and other receivables
29 March
2024
£m
31 March
2023
£m
Falling due within one year:
Trade receivables
64.1
64.1
Less: provision for impairment of receivables
(0.4)
(0.5)
Trade receivables–net
63.7
63.6
Other receivables
37.5
31.1
Accrued income
51.3
33.2
Prepayments
8.5
16.7
161.0
144.6
Falling due after one year:
Other receivables
2.3
–
2.3
–
Information about the Group’s exposure to credit and market risks and impairment losses for trade and other receivables is included in Note 22.
Accrued income at 29 March 2024 includes £38.3m (2023: £29.7m) relating to supplier income.
Other receivables at 29 March 2024 includes £5.2m (2023: £0.8m) relating to a supplier financing arrangement.
17. Cash and cash equivalents
29 March
2024
£m
31 March
2023
£m
Cash at bank and in hand
13.3
41.9
The Group’s banking arrangements are subject to a netting facility whereby credit balances may be offset against the indebtedness of certain
other Group companies. £0.9m (2023: £3.1m) of the Group’s cash and cash equivalents included in the balance sheet and cash flow statments
is restricted and not available to utilise within the Group on demand. This comprises £0.3m (2023: £2.4m) held by the trustee of the Groups
Employment Benefit Trust in relation to the share scheme for employees and £0.6m (2023: £0.7m) in relation to the ‘Here to Help’ fund.
18. Borrowings
Current
29 March
2024
£m
31 March
2023
£m
Unsecured bank overdraft
–
9.7
Other borrowings
1.8
–
Lease liabilities
79.1
77.6
80.9
87.3
Non-current
Drawdown on RCF
19.6
34.0
Lease liabilities
228.1
269.3
247.7
303.3
The Group’s borrowing facility is a committed £180m revolving credit facility, which began on 4 December 2020, of which £20.0m is designated
as an overdraft facility. On 16 April 2024 the facility was extended for a further 4 years to 16 April 2028 with a 1 year extension option. The
facility carries an interest rate of SONIA plus a margin, which is variable based on the gearing measures as set out in the facility covenant
certificate and which is currently 200 basis points. Both utilisation and non-utilisation fees are also applicable, being charged when utilisation
rises above a set percentage with non-utilisation based on a set percentage of the applicable margin. These charges are based on market rates
as are the commitment fees.
200
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
18. Borrowings continued
The Group had the following committed borrowing facilities available at each balance sheet date in respect of which all conditions precedent
had been met:
29 March
2024
£m
31 March
2023
£m
Expiring between 2 and 5 years
180.0
180.0
180.0
180.0
The committed facility of £180.0m (2023: £180.0m) relates to the Group’s revolving credit facility, of which £20.0m is designated as an overdraft
facility. This facility incurred commitment fees at market rates.
19. Trade and other payables
29 March
2024
£m
31 March
2023*
£m
Current liabilities
Trade payables
242.8
232.7
Other taxation and social security payable
38.0
34.1
Other payables
0.9
16.2
Accruals and deferred income
86.7
79.3
368.4
362.3
Non-current liabilities
Accruals and other deferred income
3.6
3.5
3.6
3.5
*
Prior period restated please see note 30 for further details.
Accruals and deferred income at 29 March 2024 includes £8.3m (2023: £7.8m) of deferred income in relation to product warranties and service
and repair plans, of which £4.8m (2023: 4.3m) is within current liabilities and £3.6m (2023: £3.5m) is within non-current liabilities. The deferred
income balance also includes £12.0m (2023: £19.1m) of payments made in advance of goods and services being provided to customers.
Items included in deferred income at 31 March 2023 that have been recognised within Revenue in the current period total £24.4m
(2023: £21.5m).
Accruals and deferred income at 29 March 2024 includes deferred consideration of £4.0m (2023: £3.2m) relating to the acquisition of Lodge
Tyre on 4 October 2022, which is payable in July 2024.
20. Provisions
Property
related
£m
Other
trading
£m
Total
£m
At 31 March 2023
20.4
5.7
26.1
Charged during the period
7.6
0.2
7.8
Acquired during the period
–
0.1
0.1
Utilised during the period
(5.7)
(0.4)
(6.1)
Released during the period
(4.4)
–
(4.4)
At 29 March 2024
17.9
5.6
23.5
Analysed as:
Current liabilities
7.3
5.1
12.4
Non-current liabilities
10.6
0.5
11.1
Property related provisions consist of costs of associated wear and tear incurred on leasehold properties, other ongoing onerous commitments
associated with property leases (excluding rent), and costs related to the exit of closed stores and garages. Of the £7.8m charged in the period,
£1.7m is within non-underlying items, with £4.6m relating to discontinued operations, see note 10. The property-related provisions will be utilised
over the average remaining lease term of 1.9 years.
Other trading provisions comprise a sales returns provision and an employer/product liability provision (of which £0.5m is non-current).
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201
FINANCIAL
STATEMENTS
21. Deferred tax
The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon in the current and prior
reporting periods.
Property
related items
£m
Short term
temporary
differences
£m
Share-based
payments
£m
Intangible
assets
£m
Tax
losses
£m
Total
£m
At 1 April 2022
9.4
0.5
4.1
(6.2)
6.9
14.7
(Charge)/credit to the income statement
–
0.4
(0.7)
1.1
(1.0)
(0.2)
Credit to other comprehensive income
–
1.1
–
–
–
1.1
Acquisition of subsidiary
(0.3)
–
–
(3.5)
–
(3.8)
Charge to equity
–
–
(0.9)
–
–
(0.9)
At 31 March 2023
9.1
2.0
2.5
(8.6)
5.9
10.9
(Charge)/credit to the income statement
(6.4)
0.2
(0.7)
1.0
0.5
(5.4)
Charge to other comprehensive income
–
(0.4)
–
–
–
(0.4)
Acquisition of subsidiary
–
–
–
–
–
–
Charge to equity
–
–
–
–
–
–
At 29 March 2024
2.7
1.8
1.8
(7.6)
6.4
5.1
Deferred income tax assets and liabilities are offset when the group has a legally enforceable right to do so and when the deferred income taxes
relate to the same fiscal authority. The offset amounts are as follows:
29 March
2024
£m
31 March
2023
£m
Deferred tax assets
17.7
23.0
Deferred tax liabilities
(12.6)
(12.1)
5.1
10.9
No deferred tax asset has been recognised in respect of £32.5m (2023: £35.3m) relating to unused tax losses as it is not considered probable
that there will be future taxable profits available for offset. The net impact of this balance is an unrecognised deferred tax asset of £8.1m. These
losses may be carried forward indefinitely.
22. Financial instruments and related disclosures
a) Treasury policy
The Group’s treasury department’s main responsibilities are to:
• Ensure adequate funding and liquidity for the Group;
• Manage the interest risk of the Group’s debt;
• Invest surplus cash;
• Manage the clearing bank operations of the Group; and
• Manage the foreign exchange risk on its non-sterling cash flows.
Treasury activities are delegated by the Board to the Chief Financial Officer (“CFO”). The CFO controls policy and performance through the
line management structure to the Group Treasurer and by reference to the Treasury Committee. The Treasury Committee meets regularly to
monitor the performance of the Treasury function.
Policies for managing financial risks are governed by Board approved policies and procedures, which are reviewed on an annual basis.
The Group’s debt management policy is to provide an appropriate level of funding to finance the Business Plan over the medium term at a
competitive cost and ensure flexibility to meet the changing needs of the Group. Details of the Group’s current borrowing facilities are contained
in Note 18.
202
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
22. Financial instruments and related disclosures continued
b. Accounting classifications and fair value
29 March 2024
Note
Carrying amount
Fair value
– hedging
instruments
£m
Amortised
cost
£m
Other
financial
liabilities
£m
Total
carrying
amount
£m
Financial assets measured at fair value
Forward exchange contracts used for hedging
0.2
–
–
0.2
0.2
–
–
0.2
Financial assets not measured at fair value
Trade and other receivables*
16
–
103.5
–
103.5
Cash and cash equivalents
17
–
13.3
–
13.3
–
116.8
–
116.8
Financial liabilities measured at fair value
Forward exchange contracts used for hedging
(1.6)
–
–
(1.6)
(1.6)
–
–
(1.6)
Financial liabilities not measured at fair value
Borrowings
18
–
–
(21.4)
(21.4)
Lease liabilities
18
–
–
(307.2)
(307.2)
Trade and other payables**
19
–
–
(242.8)
(242.8)
–
–
(571.4)
(571.4)
* Prepayments of £8.5m and accrued income of £51.3m are not included as a financial asset.
** Other taxation and social security payables of £38.0m, deferred income and accruals of £86.7m and other payables of £0.9m are not included as a financial liability.
31 March 2023
Note
Carrying amount restated
Fair value
– hedging
instruments
£m
Amortised
cost
£m
Other financial
liabilities
£m
Total carrying
amount
£m
Financial assets measured at fair value
Forward exchange contracts used for hedging
1.1
–
–
1.1
1.1
–
–
1.1
Financial assets not measured at fair value
Trade and other receivables*
16
–
94.7
–
94.7
Cash and cash equivalents
17
–
41.9
–
41.9
–
136.6
–
136.6
Financial liabilities measured at fair value
Forward exchange contracts used for hedging
(4.2)
–
–
(4.2)
(4.2)
–
–
(4.2)
Financial liabilities not measured at fair value
Borrowings
18
–
–
(43.7)
(43.7)
Lease liabilities
18
–
–
(346.9)
(346.9)
Trade and other payables**
19
–
–
(232.7)
(232.7)
–
–
(623.3)
(623.3)
* Prepayments of £16.7m and accrued income of £33.2m are not included as a financial asset.
** Other taxation and social security payables of £34.1m, deferred income and accruals of £79.3m and other payables of £16.2m are not included as a
financial liability.
The fair values of each class of financial assets and liabilities is the carrying amount, based on the following assumptions:
Trade receivables, trade payables, short-term
deposits and borrowings
The fair value approximates to the carrying amount predominantly because of the short
maturity of these instruments.
Long-term borrowings
The fair value of bank loans and other loans approximates to the carrying value reported
in the balance sheet as the majority are floating rate where payments are reset to market
rates at intervals of less than one year.
Forward currency contracts
The fair value is determined using the mark to market rates at the reporting date and the
outright contract rate.
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203
FINANCIAL
STATEMENTS
22. Financial instruments and related disclosures continued
Fair value hierarchy
Financial instruments carried at fair value are required to be measured by reference to the following levels:
• Level 1: quoted prices in active markets for identical assets or liabilities;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All financial instruments carried at fair value have been measured by a Level 2 valuation method.
c. Financial risk management
The Group has exposure to the following risks arising from financial instruments:
• Credit risk;
• Liquidity risk; and
• Market risk.
i) Risk management framework
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Board of Directors is responsible for establishing the Group’s risk management policies.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management policies and systems are regularly reviewed to reflect changes in
market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a
disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group Audit Committee oversees how management monitors compliance with the Group’s risk management framework in relation to the
risks faced by the Group. The Group Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and
ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
ii) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations
and arises principally from the Group’s receivables from customers.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date
was £117.9m (2023: £158.7m).
Impairment losses on financial assets recognised in profit or loss were as follows:
£m
52 weeks to
29 March
2024
52 weeks to
31 March
2023
Impairment loss on trade and other receivables
(0.1)
(0.3)
(0.1)
(0.3)
Trade receivables
The Group does not have any individually significant customers and so no significant concentration of credit risk.
The majority of the Group’s sales are paid in cash at point of sale which further limits the Group’s exposure. The Group’s exposure to credit risk
is influenced mainly by the individual characteristics of each customer. The Board of Directors has established a credit policy under which each
new customer is analysed individually for creditworthiness before the Group’s standard payment terms and conditions are offered. The Group
limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one month for customers. There are no
material trade receivable balances with customers based outside of the UK.
The Group has taken into account the historic credit losses incurred on trade receivables and adjusted it for forward-looking estimates. The
movement in the allowance for impairment in respect of trade receivables during the year was £0.1m decrease.
204
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
22. Financial instruments and related disclosures continued
Cash and cash equivalents
The Group held cash and cash equivalents of £13.3m at 29 March 2024 (2023: £41.9m). The cash and cash equivalents are held with banks and
financial institutions which are designated “A” by Standard & Poor and Fitch, and “A1” by Moody’s. The Group does not consider there to be any
impairment loss in respect of these balances (2023: £nil).
Derivatives
The derivatives are entered into with banks and financial institutions counterparties which are designated at least “BBB-” by Standard & Poor and
Fitch, and “A3” by Moody’s.
iii) Market risk
The Group’s exposure to market risk predominantly relates to interest, currency and commodity risk. These are discussed further below.
Commodity risk is due to the Group’s products being manufactured from metals and other raw materials, subject to price fluctuation. The Group
mitigates this risk through negotiating fixed purchase costs or maintaining flexibility over the specification of finished products produced by its
supply chain to meet fluctuations.
Foreign currency risk
The Group has a significant transaction exposure as a result as direct-sourced purchases from its suppliers in the Far East & Europe, with most
of the trade being in US dollars. The Group’s policy is to manage the foreign exchange transaction exposures of the business to ensure the
actual costs do not exceed the budget costs by more than 10% (excluding increases in the base cost of the product).
The Group does not hedge either economic exposure or the translation exposure arising from the profits, assets and liabilities of non-sterling
businesses whilst they remain immaterial.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency,
amount and timing of their respective cash flows. The Group assesses whether the derivative designated in each hedging relationship is
expected to be, and has been, effective in offsetting changes in cash flows of the hedging item using the hypothetical derivative method.
In these hedge relationships, the main sources of ineffectiveness are:
• The effect of the counterparty and Group’s own credit risk on the fair value of the forward exchange contracts, which is not reflected in the
change in the fair value of the hedged cash flows attributable to the change in exchange rates; and
• Changes in the timing of the hedged item.
During the 52 weeks to 29 March 2024, the foreign exchange management policy was to hedge via forward contract purchase between 75%
and 100% of the material foreign exchange transaction exposures on a rolling 18-month basis. Hedging is performed through the use of foreign
currency bank accounts and forward foreign exchange contracts.
At 29 March 2024 the Group held the following instruments to hedge exposures to changes in foreign currency:
Forward exchange contracts
Maturity
1–6
months
6–12
months
More than
one year
Net exposure (in £m)
64.4
33.4
9.5
Average GBP:USD forward contract rate
1.2421
1.2590
1.2615
At 31 March 2023 the Group held the following instruments to hedge exposures to changes in foreign currency:
Forward exchange contracts
Maturity
1–6
months
6–12
months
More than
one year
Net exposure (in £m)
40.0
33.5
12.4
Average GBP:USD forward contract rate
1.2310
1.1962
1.1932
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205
FINANCIAL
STATEMENTS
22. Financial instruments and related disclosures continued
The amounts at the reporting date relating to items designated as hedged items were as follows:
Forward currency risk
Cash flow
hedge
reserve
(excluding
tax)
£m
Balances remaining in the
cash flow hedge reserve
from hedging relationships
for which hedge accounting
is no longer applied
£m
At 29 March 2024
Inventory purchases
(0.6)
–
At 31 March 2023
Inventory purchases
(2.1)
–
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:
29 March 2024
USD
£m
Other
£m
Cash and cash equivalents
0.6
0.6
Trade and other receivables
1.1
–
Trade and other payables
(27.6)
(2.0)
(25.9)
(1.4)
The table below shows the Group’s sensitivity to foreign exchange rates on its US dollar financial instruments, the major currency in which the
Group’s derivatives are denominated.
2024
Increase/
(decrease) in
equity
£m
10% appreciation of Sterling against the US dollar
13.1
10% depreciation of Sterling against the US dollar
(10.7)
A strengthening/weakening of Sterling, as indicated, against the USD at 29 March 2024 would have increased / (decreased) equity and profit
or loss by the amounts shown above. This analysis is based on foreign currency exchange rate variances that the Group considered to be
reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant.
The movements in equity relate to the fair value movements on the Group’s forward contracts that are used to hedge future stock purchases.
Interest rate risk
The Group’s policy aims to manage the interest cost of the Group within the constraints of the Business Plan and its financial covenants. The
Group’s borrowings are currently subject to floating rate interest rates and the Group will continue to monitor movements in the swap market.
If interest rates on floating rate borrowings (i.e. cash and cash equivalents and bank borrowings which attract interest at floating rates) were to
change by + or – 1%, the impact on the results in the Income Statement and equity would be a decrease/increase of £0.4m (2023: £0.2m).
Interest rate movements on deposits, obligations under finance leases, trade payables, trade receivables, and other financial instruments do not
present a material exposure to the Group’s statement of financial position.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
The Group manages capital by operating within a debt ratio, which is calculated as the ratio of net debt to underlying EBITDA. The Group was in a
net debt position as at 29 March 2024 (2023: net debt).
206
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
22. Financial instruments and related disclosures continued
Pension liability risk
The Group has no association with any defined benefit pension scheme and therefore carries no deferred, current or future liabilities in respect
of such a scheme. The Group operates a number of Group Personal Pension Plans for colleagues.
Liquidity risk
The Group ensures that it has sufficient cash or loan facilities to meet all its commitments when they fall due by ensuring that there is sufficient
cash or working capital facilities to meet the cash requirements of the Group for the current Business Plan.
For providers of debt, the Group ensured that such counterparties used for credit transactions held at least an investment grade credit rating
at the time of the refinancing (December 2020) and in April 2024 when the Group’s borrowing facility was extended to April 2028. At the period
end the banks within the banking group maintained a credit rating of BBB- or above, in line with Treasury policy. The counterparty credit risk is
reviewed by the Chief Financial Officer regularly as part of the Treasury Committee process. In addition, the credit exposure is monitored on a
daily basis.
The risk is measured through regular review of forecast liquidity by the Head of Treasury to determine whether there are sufficient credit facilities
to meet forecast requirements, and through monitoring covenants on a regular basis to ensure there are no breaches, which would lead to an
“Event of Default”. Calculations are submitted biannually to the Group banking agent. There have been no breaches of covenants during the
reported periods.
The contractual maturities of leases liabilities are disclosed in Note 14. All trade and other payables are due within one year.
The following table provides an analysis of the anticipated contractual cash flows for the Group’s forward currency contracts. Cash flows
receivable in foreign currencies are translated using spot rates as at 29 March 2024 (Prior year: 31 March 2023).
2024
Receivables
£m
Payables
£m
Due less than one year
30.6
73.1
Due between 1 and 2 years
4.2
5.9
Contractual cash flows
34.8
79.0
Fair value of derivatives
0.2
(1.6)
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.
23. Capital and reserves
2024
2023
Ordinary shares of 1p each:
Number of
shares
2024
£'000
Number of
shares
2023
£'000
Allotted, called up and fully paid
218,928,736
2,189
218,928,736
2,189
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings
of the Company. All shares rank equally with regard to the Company’s residual assets.
In total the Company received proceeds of £4.2m (2023: £0.4m) from the exercise of share options. During the period the Company purchased
£10.2m (2023: £1.5m) of its own shares.
Investment in own shares
At 29 March 2024 the Company held in Trust 502,138 (2023: 973,212) of its own shares with a nominal value of £5,021 (2023: £9,732). The
Trust has waived any entitlement to the receipt of dividends in respect of its holding of the Company’s ordinary shares. The market value of
these shares at 29 March 2024 was £0.8m (2023: £1.7m). In the current period 5,176,875 (2023: 1,000,000) were repurchased and transferred
into the Trust, with 5,647,949 (2023: 1,478,490) reissued on exercise of share options.
halfords.annualreport2024.com
207
FINANCIAL
STATEMENTS
23. Capital and reserves continued
Other reserves
Capital Redemption Reserve
The capital redemption reserve has arisen following the purchase by the Company of its own shares and comprises the amount by which the
distributable profits were reduced on these transactions in accordance with the Companies Act 2006.
Hedging Reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to
hedged transactions that have not yet occurred.
Non-controlling interest
A non-controlling interest arose following the sale of a minority interest in Avayler Trading Limited during the period. The non-controlling
interest balance is measured by the proportion of net assets at the date of the initial sale, with the closing balance also including the total profit
attributable to the third party since the date of the share disposal.
24. Share based payments
The Group has five share award plans, all of which are equity-settled schemes. The Group Income Statement charge recognised in respect of
share-based payments for the current period is £3.8m (2023: £2.4m).
1. Halfords Company Share Option Scheme (CSOS)
The CSOS was introduced in June 2004 and the Company made annual grants up to and including 2016. Options were granted with a fixed
exercise price equal to the market price of the shares under option at the date of grant. The contractual life of an option is ten years.
Options granted before August 2013 became exercisable on the third anniversary of the date of grant, subject to the achievement of a three-
year performance condition. For grants up to 150% of basic salary the options could only be exercised if the increase in earnings per share
(“EPS”) over the performance period is not less than the increase in the Retail Price Index (“RPI”) plus 3.5% per period. In the case of grants in
excess of 150% of basic salary, the excess could only be exercised in full if the increase is not less than RPI plus 10% per period. Exercise of an
option is subject to continued employment.
The expected volatility is based on historical volatility of a peer group of companies since the IPO in June 2004. The expected life is the average
expected period to exercise. The risk free rate of return is the yield on zero-coupon UK government bonds.
Options were valued using the Black-Scholes option-pricing models. No performance conditions were included in the fair value calculations.
2. Management Share Plan (“MSP”)
The CSOS has been replaced by the MSP. Nil cost options have been granted which can be exercised on or after the third anniversary of the
date on which they are granted. The option cannot be exercised later than ten years from the date on which it was granted. Exercise of an option
is subject to continued employment.
The expected volatility is based on historical volatility of a peer group of companies. The expected life is the average expected period to
exercise. The risk free rate of return is the yield on zero-coupon UK government bonds.
Options were valued using the Black-Scholes option-pricing models. No performance conditions were included in the fair value calculations.
3. Halfords Sharesave Scheme (“SAYE”)
The SAYE is open to all employees with eligible employment service. Options may be exercised under the scheme if the option holder completes
their saving contract for a period of three years and then not more than six months thereafter. Special provisions allow early exercise in the case
of death, injury, disability, redundancy, retirement or because the company or business which employs the option holder is transferred out of the
Group, or in the event of a change in control, reconstruction or winding up of the Company.
Options were valued using the Black-Scholes option-pricing models.
208
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
24. Share based payments continued
4. Performance Share Plan (“PSP”)
The introduction of the PSP was approved at the Annual General Meeting in August 2005 awarding the Executive Directors and certain senior
management conditional rights to receive shares. Annual schemes have been approved for each year from 2005.
For 2009 awards onwards, the Committee has recommended the reinvestment of dividends earned on award shares, such shares to be
awarded in proportion to the vesting of the original award shares. The grants awarded under the PSP in 2019, 2020, 2021 and 2022 were
awarded final dividends of 7.0p per share and were reinvested at a cost of £1.9867 per share. PSP grants awarded in 2019, 2020, 2021, 2022
and 2023 earned interim dividends of 3.0p per share and were reinvested at a cost of £1.771 per share.
The performance criteria for the 2018 PSP award and the 2019 PSP award was weighted 50% towards Group EPS growth, 25% towards
Group revenue growth and 25% towards Group Free Cash Flow. The 2020 PSP award performance criteria was weighted 20% towards Group
EPS growth, 30% towards Group Free Cash Flow, 10% towards Group services-related sales and 40% towards total shareholder return. The
performance criteria for the 2021, 2022 and 2023 awards are weighted 50% towards Group EPS growth, 20% towards Group services-related
sales and 30% towards total shareholder return.
For the 2019 PSP scheme other senior participants conditions were based on the performance of the individual business units. The awards are
weighted 37.5% towards Group EPS growth targets, 12.5% weighted towards Group revenue growth targets and 50% weighted toward EBIT of
the individual business unit.
Options were valued using the Black–Scholes option-pricing models. For 2020 onwards scheme options relating to the total shareholder return
tranche were valued using the Monte Carlo option-pricing model.
5. Deferred Bonus Plan (“DBP”)
Under the Deferred Bonus Plan (“DBP”) one third of the Executive’s annual bonus is deferred as shares for three years.
The following tables reconcile the number of share options outstanding and the weighted average exercise price (WAEP) for all share
award plans.
halfords.annualreport2024.com
209
FINANCIAL
STATEMENTS
24. Share based payments continued
For the period ended 29 March 2024
CSOS
MSP
SAYE
PSP
Number
(‘000)
WAEP
(£)
Number
(‘000)
WAEP
(£)
Number
(‘000)
WAEP
(£)
Number
(‘000)
WAEP
(£)
Outstanding at start of period
240
3.71
2,297
2.05
8,267
1.28
8,160
–
Granted
–
–
1,310
1.93
3,383
1.51
2,216
–
Shares representing dividends
reinvested
–
–
–
–
–
–
317
–
Forfeited
–
–
–
–
–
–
(1,097)
–
Exercised
–
–
(390)
1.99
(3,944)
1.34
(1,139)
–
Lapsed
(240)
3.71
(284)
1.99
(1,319)
1.28
–
–
Outstanding at end of period
–
3.71
2,933
2.01
6,387
1.36
8,457
–
Exercisable at end of period
–
–
295
–
264
–
–
–
Exercise price range (£)
–
–
–
–
–
1.16–1.79
–
–
Weighted average remaining
contractual life (years)
–
–
–
8.2
–
2.5
–
5.4
For the period ended 31 March 2023
CSOS
MSP
SAYE
PSP
Number
(‘000)
WAEP
(£)
Number
(‘000)
WAEP
(£)
Number
(‘000)
WAEP
(£)
Number
(‘000)
WAEP
(£)
Outstanding at start of period
382
3.71
1,747
2.28
6,479
1.44
6,306
–
Granted
–
–
1,054
1.67
3,515
1.16
2,548
–
Shares representing dividends
reinvested
–
–
–
–
–
–
284
–
Forfeited
–
–
–
–
–
–
(580)
–
Exercised
(3)
3.71
(312)
1.35
(247)
1.56
(398)
–
Lapsed
(139)
3.71
(192)
2.36
(1,480)
1.65
–
–
Outstanding at end of period
240
3.71
2,297
2.05
8,267
1.28
8,160
–
Exercisable at end of period
–
–
–
–
–
–
–
–
Exercise price range (£)
–
3.71
–
–
–
1.16–1.79
–
–
Weighted average remaining
contractual life (years)
–
0.3
–
8.4
–
1.7
–
7.9
The following table gives the assumptions applied to the options granted in the respective periods shown:
52 weeks to 29 March 2024
52 weeks to 31 March 2023
Grant date
MSP
SAYE
PSP
MSP
SAYE
PSP
Share price at grant date (£)
1.93
1.98
1.93
1.67
1.71
1.67
Exercise price (£)
–
1.51
–
–
1.16
–
Expected volatility
50.16%
52.93%
53.26%
67.61%
62.69%
55.03%
Option life (years)
10
3
3
10
3
3
Expected life (years)
2.75
3.5
3
2.75
3.5
3
Risk free rate
–
3.6%
–
–
0.2%
–
Expected dividend yield
5.06%
4.95%
–
5.65%
5.28%
–
Probability of forfeiture
33%
44%
–
33%
44%
–
Weighted average fair value of options granted
1.66
0.75
1.68
1.41
0.73
1.67
As the MSP & PSP awards have a nil exercise price, the risk free rate of return does not have any effect on the estimated fair value and therefore
is excluded from the above table. Expected volatility used is based on historic volatility rates, as historic share price movements over the
expected lives are broadly in line with the longer term. The average share price during the period was £1.95 (2023: £1.87).
210
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
25. Commitments
2024
£m
2023
£m
Capital expenditure: Contracted but not provided
–
0.3
26. Pensions
Employees are offered membership of the Halfords Pension, which is a contract-based plan, where each member has their own individual
pension policy, which they monitor independently. The costs of contributions to the scheme are charged to the income statement in the period
that they arise. The contributions to the scheme for the period amounted to £6.8m (2023: £10.1m).
In accordance with Government initiatives, Halfords operates an automatic enrolment process with regards to its pension arrangements.
Employees who are aged between 22 and state pension age, earn more than £10,000 a year, and work in the UK, are automatically enrolled into
the Group pension arrangement. Employees retain the right to withdraw from this pension arrangement; however, election of this choice must
be made.
27. Contingent liabilities
The Group’s banking arrangements include the facility for the bank to provide a number of guarantees in respect of liabilities owed by the Group
during the course of its trading. In the event of any amount being immediately payable under the guarantee, the bank has the right to recover the
sum, in full, from the Group. The total amount of guarantees in place at 29 March 2024 amounted to £nil (2023: £0.4m).
The Group’s banking arrangements are subject to a netting facility, whereby credit balances may be offset against the indebtedness of other
Group companies.
28. Related party transactions
The Group’s ultimate parent company is Halfords Group plc. A listing of all related undertakings is shown within the financial statements of the
Company on pages 214 to 220.
Transactions with key management personnel
The key management personnel of the Group comprise the Executive and Non-Executive Directors and the Halfords Limited and Halfords
Autocentres management boards. The details of the remuneration, long-term incentive plans, shareholdings and share option entitlements of
individual Directors are included in the Directors’ Remuneration Report on pages 140 to 149. Key management compensation is disclosed in
Note 4.
Directors of the Company control 0.50% of the ordinary shares of the Company.
29. Off balance sheet arrangements
The Group has no off balance sheet arrangements to disclose as required by S410A of the Companies Act 2006.
30. Prior period adjustment
Supplier arrangements and period end cut-off
On 1 April 2022, Halfords entered into a new arrangement with a third-party logistics provider for wholesale tyre purchasing and distribution
services. This arrangement, together with the scale of growth in the Autocentres business and increased intercompany transactions between
the enlarged Group, created significant reconciliation complexity during the period ended 31 March 2023. As a result of this increased
complexity, errors were identified in the GRNI reconciliations at 31 March 2023. Halfords has performed a full investigation and as a result,
under-accruals to GRNI have been identified.
To correct for the error to the Consolidated Statement of Financial Position as at 31 March 2023, Trade and other payables have been increased
by £7.3m, with a corresponding increase in Cost of sales. The Tax charge for the period ended 31 March 2023 has been reduced by a total of
£1.4m as a result of this adjustment.
Classification of Merchant and Consumer Finance Fees
During the preparation of the FY24 interim results, inconsistencies were identified in the classification of merchant fees across the group within
the FY23 Financial Statements. As a result, merchant fees of £2.8m were incorrectly included within Operating expenses instead of Cost of
sales.
In addition, further inconsistencies were identified in the measurement of revenue when financing companies provide consumer credit to
Halfords’ customers. Revenue and Cost of sales were overstated by £1.7m within the FY23 Financial Statements, being the difference between
retail selling prices and the amounts received from the financing companies.
To correct for these errors in the Consolidated Income Statement for the 52 weeks to 31 March 2023, Revenue has been reduced by £1.7m,
Cost of Sales has been increased by £1.1m and Operating expenses have been reduced by £2.8m. There has been no impact on profit after tax
or net assets.
halfords.annualreport2024.com
211
FINANCIAL
STATEMENTS
30. Prior Period Adjustment continued
The total impact of the above prior period adjustment on the results for the 52 weeks to 31 March 2023 is as follows:
Consolidated Income Statement
52 weeks to
31 March 2023
Originally reported
£m
Supplier
arrangements
£m
Merchant and
consumer
finance fees
£m
Discontinued
operations
(note 10)
£m
52 weeks to
31 March 2023
Restated
£m
Revenue
1,593.5
–
(1.7)
(19.1)
1,572.7
Cost of sales
(808.2)
(7.3)
(1.1)
12.6
(804.0)
Gross profit
785.3
(7.3)
(2.8)
(6.5)
768.7
Operating expenses
(729.7)
–
2.8
9.3
(717.6)
Results from operating activities
55.6
(7.3)
–
2.8
51.1
Net finance expense
(12.1)
–
–
–
(12.1)
Profit before income tax
43.5
(7.3)
–
2.8
39.0
Income tax expense
(9.5)
1.4
–
–
(8.1)
Profit / (loss) after tax from continuing
operations
34.0
(5.9)
–
2.8
30.9
Loss after tax from discontinued
operations
–
–
–
(2.8)
(2.8)
Profit for the period attributable to
equity shareholders
34.0
(5.9)
–
–
28.1
Consolidated Statement of Financial Position
52 weeks to
31 March 2023
Originally reported
£m
52 weeks to
31 March 2023
Restated
£m
Supplier
arrangements
£m
Trade and other payables
(355.0)
(7.3)
(362.3)
Current tax liabilities
(5.0)
1.4
(3.6)
Total current liabilities
(462.2)
(5.9)
(468.1)
Net current liabilities
(18.4)
(5.9)
(24.3)
Total liabilities
(784.3)
(5.9)
(790.2)
Net assets
562.8
(5.9)
556.9
Retained earnings
362.0
(5.9)
356.1
Total equity
562.8
(5.9)
556.9
Consolidated Statement of Cash Flows
52 weeks to
31 March 2023
Originally reported
£m
52 weeks to
31 March 2023
Restated
£m
Supplier
arrangements
£m
Profit after tax for the period
34.0
(5.9)
28.1
Income tax expense
9.5
(1.4)
8.1
Increase in trade and other payables
32.0
7.3
39.3
Net cash from operating activities
154.8
–
154.8
Earnings Per Share
52 weeks to
31 March 2023
Originally reported
52 weeks to
31 March 2023
Restated
Basic earnings per ordinary share
15.6p
12.9p
Diluted earnings per ordinary share
15.0p
12.4p
Basic earnings per ordinary share before non-underlying items
18.8p
16.1p
Diluted earnings per ordinary share before non-underlying items
18.0p
15.4p
212
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
30. Prior Period Adjustment continued
Investment in own shares
During the preparation of the financial statements for the 52 week period ended 29 March 2024 the Group identified an error relating to the
transfer of the cost of shares in excess of their exercise price on the exercise of share options by employees under the Group’s share based
payment arrangements (see Note 24 for further details).
To correct for this error in these financial statements the following adjustments have been made:
• The cumulative impact on periods ending on or before 1 April 2022 has been recognised within the opening balances in the consolidated
statement of changes in equity as at 1 April 2022, resulting in a decrease in Investment in own shares of £8.3m with a corresponding
decreased in Retained earnings.
• Share options exercised within the consolidated statement of changes in equity for the 52 week period ending 31 March 2023 have been
restated resulting in a £2.5m decrease in the amount attributable to investment in own shares and a corresponding increase in Retained
earnings.
As a result of the above adjustments the closing balances as at 31 March 2023 in the consolidated statement of changes in equity
and consolidated statement of financial position have been restated resulting in a £10.8m decrease in Investment in own shares and a
corresponding decrease in Retained earnings.
halfords.annualreport2024.com
213
FINANCIAL
STATEMENTS
Notes
29 March
2024
£m
31 March
2023
£m
Fixed assets
Investments
4
817.6
813.8
Current assets
Debtors falling due after than one year
5
55.7
127.2
Debtors falling due within one year
5
–
4.8
Cash at bank and in hand
6
1.2
2.6
56.9
134.6
Creditors: amounts falling due within one year
7
(402.1)
(405.4)
Net current liabilities
(345.2)
(270.8)
Creditors: amounts falling due after more than one year
7
(19.6)
(33.8)
Net assets
452.8
509.2
Capital and reserves
Called up share capital
9
2.2
2.2
Share premium account
9
212.4
212.4
Investment in own shares
9
(1.0)
(1.9)
Capital redemption reserve
9
0.3
0.3
Profit and loss account
9
238.9
296.2
Total shareholders' funds
452.8
509.2
The notes on pages 216 to 220 form part of the Company’s financial statements.
The Company has elected to prepare its financial statements under FRS 101 and the accounting policies are outlined on page 216.
The Company made a loss before dividends paid for the period of £32.5m (52 week period to March 2023: £1.2m loss). The Directors
have taken advantage of the exemption available under section 408 of the Companies Act 2006 and have not presented a profit and loss
account for the Company alone.
The financial statements on pages 214 to 220 were approved by the Board of Directors on 17 July 2024 and were signed on its behalf by:
Jo Hartley
Chief Financial Officer
Company number: 04457314
214
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
COMPANY
BALANCE SHEET
Share
capital
£m
Share
premium
£m
Investment
in own
shares
£m
Capital
redemption
£m
Retained
earnings
£m
Total
£m
At 1 April 2022
2.2
212.4
(11.6)
0.3
325.3
528.6
Restatement*
–
–
8.3
–
(8.3)
–
At 1 April 2022 restated
2.2
212.4
(3.3)
0.3
317.0
528.6
Loss for the period
–
–
–
–
(1.2)
(1.2)
Purchase of own shares
–
–
(1.5)
–
–
(1.5)
Share options exercised – restated*
–
–
2.9
–
(2.5)
0.4
Share based payments
–
–
–
–
2.4
2.4
Dividends paid
–
–
–
–
(19.5)
(19.5)
At 31 March 2023
2.2
212.4
(1.9)
0.3
296.2
509.2
Loss for the period
–
–
–
–
(32.5)
(32.5)
Purchase of own shares
–
–
(10.2)
–
–
(10.2)
Share options exercised
–
–
11.1
–
(6.9)
4.2
Share based payments
–
–
–
–
3.8
3.8
Dividends paid
–
–
–
–
(21.7)
(21.7)
At 29 March 2024
2.2
212.4
(1.0)
0.3
238.9
452.8
*
See note 30 to the Group financial statements for further details.
halfords.annualreport2024.com
215
FINANCIAL
STATEMENTS
COMPANY STATEMENT OF
CHANGES IN SHAREHOLDERS’ EQUITY
Accounting convention
The accounts of the Company are prepared for the period up to the Friday closest to 31 March each year. Consequently, the financial
statements for the current period cover the 52 weeks to 29 March 2024, whilst the comparative period covered the 52 weeks to 31 March
2023. The accounts are prepared under the historical cost convention, except where Financial Reporting Standards require an alternative
treatment in accordance with applicable UK accounting standards and, specifically, in accordance with the accounting policies set out below.
The principal variation to the historical cost convention relates to share-based payments.
Basis of preparation
The Company financial statements of Halfords Group plc are prepared on a going concern basis for the reasons set out in the Going Concern
and Viability Statement on pages 90 and 91, and under the historical cost convention.
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100). The Company financial statements
have been prepared in accordance with FRS 101 “Reduced Disclosure Framework” and has ceased to apply all UK Accounting Standards issued
prior to FRS 100. Therefore, the recognition and measurement requirements of the international accounting standards have been applied, with
amendments, where necessary, in order to comply with Companies Act 2006.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to share-
based payments, financial instruments, standards not yet effective, impairment of assets and related party transactions. Where required,
equivalent disclosures are given in the Group financial statements.
As permitted by Section 408 of the Companies Act 2006, no profit or loss account is presented for this Company. Additionally, no cash flow
statement is presented as permitted by FRS 101.8 (h). The loss for the year is disclosed in Note 1 to the financial statements.
Employee Benefit Trusts (“EBTs”) are consolidated on the basis that the parent has control, thus the assets and liabilities of the EBT are included
on the Company balance sheet and shares held by the EBT in the Company are presented as a deduction from equity.
In the current period, the terminology used to describe cash holdings in the Company Balance Sheet has been updated to ensure full
compliance with the Companies Act. The balance previously reported as ‘Cash and cash equivalents’ has been revised to ‘Cash at bank and in
hand’. This is a change in presentation only and there has been no impact on the previously reported figures in the Company balance sheet as at
31 March 2023.
Share-based payments
The Company operates a number of equity-settled, share-based compensation plans that are awarded to employees of the Company’s
subsidiary undertakings.
In accordance with FRS 101 “Group and treasury share transactions”, the fair value of the employee services received under such schemes is
recognised as an expense in the subsidiary undertaking’s financial statements, which benefit from the employee services. The Company has
recognised the fair value of the share-based payments as an increase to equity with a corresponding adjustment to investments.
Fair values are determined using appropriate option pricing models. The total fair value recognised is adjusted to reflect the number of awards
for which the related service and non-market vesting conditions are expected to be met, such that the amount, ultimately, recognised as an
expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.
At each balance sheet date, the Company revises its estimates of the number of share incentives that are expected to vest. The impact of
the revision of original estimates, if any, is recognised as an adjustment to equity, with a corresponding adjustment to investments over the
remaining vesting period.
Investments
Investments in subsidiary undertakings are stated at the original cost of the investments. Provision is made against cost where, in the opinion of
the Directors, the value of the investments has been impaired.
The investments have been tested for impairment using the present value of the expected future cash flows arising from the underlying
subsidiaries and the carrying value of the investments. The forecast cash flows and the key assumptions used in the value in use calculations
are subject to inherent estimation uncertainty. Details of key assumptions and sensitivities are set out in note 12 to the Group’s financial
statements.
Dividends
Final dividends are recognised in the Company’s financial statements in the period in which the dividends are approved by shareholders. Interim
equity dividends are recognised in the period they are paid.
216
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
ACCOUNTING
POLICIES
1. Profit and loss account
The Company made a loss before dividends paid for the 52 week period to 29 March 2024 of £32.5m (52 week period to 31 March 2023: £1.2m
loss) including a £35.0m expense relating to the recognition of a provision for expected credit losses on an intercompany loan (Note 5). The
Directors have taken advantage of the exemption available under section 408 of the Companies Act 2006 and not presented a profit and loss
account for the Company alone.
2. Fees payable to the auditors
Fees payable by the Group to BDO LLP and their associates during the current and prior period are detailed in note 3 to the Group
financial statements.
3. Staff costs
The Company has no employees other than the Directors. Full details of the Directors remuneration and interests, including those details
required by Schedule 5, are set out in the Remuneration Report on pages 140 to 149, which forms part of the audited information.
4. Investments
£m
Shares in Group undertaking
Cost
As at 31 March 2023
813.8
Additions – share based payments
3.8
At 29 March 2024
817.6
The investments represent shares in the Company’s subsidiary undertaking as at 29 March 2024 and the fair value of share-based
compensation plans that are awarded to employees of the Company’s subsidiary undertakings.
The Company’s investments are subject to an impairment review when there are indicators of impairment. In the current period the Company
has identified indicators of impairment and an impairment assessment has been performed. The impairment assessment is based on
value-in-use calculations prepared for the annual impairment assessments for Goodwill allocated to the Retail and Autocentres CGU groups,
see note 12 to the Group financial statements for more details. The impairment assessment showed the value-in-use of the Company’s
investments was in excess of their carrying value.
The related undertakings of the Company at 29 March 2024 are as follows:
Incorporated in
Ordinary shares
percentage owned %
Principal activities
Halfords Group Holdings Limited*
United Kingdom
100
Intermediate holding
company
* Registered in England and Wales. Registered office: Icknield Street Drive, Washford West, Redditch, Worcestershire, B98 0DE
Subsidiary undertaking
Principal activity
% Ownership
of ordinary
equity shares
Subsidiaries registered in England & Wales, with a registered address of:
Icknield Street Drive, Washford West, Redditch, Worcestershire, B98 0DE
Avayler Holdings Limited*
Intermediate holding company
100
Avayler Trading Limited*
Business and domestic software
development
95
Axle Group Limited*
Intermediate holding company
100
Boardman Bikes Limited*
Non-trading
100
Boardman International Limited*
Non-trading
100
Capital Tyres (Northallerton) Limited*
Non-trading
100
Fit4Fleet Holdings Limited*
Intermediate holding company
100
Fit4Fleet Limited*
Car servicing
100
Giant (Wales) Limited*
Non-trading
100
Halfords Autocentres Developments Limited*
Dormant
100
Halfords Autocentres Limited*
Car servicing
100
Halfords IP Management Limited*
Dormant
100
Halfords Limited*
Retailing of auto parts, accessories,
cycles and cycle accessories
100
Halfords Vehicle Management Limited*
Dormant
100
halfords.annualreport2024.com
217
FINANCIAL
STATEMENTS
NOTES TO THE
FINANCIAL STATEMENTS
Subsidiary undertaking
Principal activity
% Ownership
of ordinary
equity shares
Lodge Tyre Company Limited*
Car servicing
100
LTC Trading Holdings Limited*
Intermediate holding company
100
National Tyre and Autofit Limited*
Dormant
100
National Tyre Service Limited*
Car servicing
100
NW Autocentres Limited*
Dormant
100
Performance Cycling Holdings Limited*
Intermediate holding company
100
Performance Cycling Limited*
Retailing of cycles and cycle
accessories
100
Stop n Steer Limited*
Dormant
100
The Marsham Tyre Company Limited*
Dormant
100
Tredz Limited*
Non-Trading
100
Tyre and Autofit Limited*
Dormant
100
Universal Tyre Company (Deptford) Limited*
Car servicing
100
W.Briggs & Company Limited*
Dormant
100
Wheelies Direct Limited*
Dormant
100
Subsidiary registered in Scotland, with a registered address of:
The Ca’D’Oro, 45 Gordon Street, Glasgow, Scotland, G1 3PE
Acorn (Paisley) Limited*
Dormant
100
Axle Group Holdings Limited*
Intermediate holding company
100
Birkenshaw Tyre Company Limited*
Dormant
100
Constant Price Monitor Limited*
Car servicing
100
McConechy’s Tyre Service Limited *
Car servicing
100
McConechy’s Tyres Services Holdings Limited*
Intermediate holding company
100
Stepgrades Motor Accessories Limited*
Non-Trading
100
Strathclyde Tyre Services Limited *
Dormant
100
ULM Service Limited*
Car servicing
100
Viking International Limited*
Dormant
100
Subsidiary registered in the Republic of Ireland, with a registered address of:
c/o Ogier Leman LLP, Ground Floor, Investment House, 8_24 Percy Place, Dublin,
Dublin 4, D04 P5K3, Ireland
Halfords (Ireland) Limited*
Dormant
100
Subsidiary registered in Delaware USA, with a registered address of:
c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808
Halfords Software Services Division LLC
Software as a Service provider
100
Other equity investment, registered in Northern Ireland,
with a registered address of:
22 Derryall Road, Portadown, Craigavon, Northern Ireland BT62 1PL
Hamilton Internet Services Limited*
E–Commerce
0.06
The only subsidiaries to trade during the year were Halfords Limited, Halfords Autocentres Limited, Performance Cycling Limited, McConnechy’s Tyre Services Limited, The Universal
Tyre Company (Deptford) Limited, National Tyre Service Limited, Stepgrade Motor Accessories Limited, Avayler Trading Limited, Halfords Software Services Division LLC, Constant Price
Monitor Limited, Lodge Tyre Company Limited, Capital Tyres (Northallerton) Limited and ULM Services Limited.
* Shares held indirectly through subsidiary undertakings
During the period Birkenshaw Distributors Limited was sold, see details of this disposal in note 10 to the Group financial statements.
During the period Capital Tyres (Northallerton) Limited was acquired, see details of the acquisition in note 11 to the Group financial statements.
4. Investments continued
218
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
5. Debtors
2024
£m
2023
£m
Falling due within one year:
Other Debtors
–
4.8
Falling due after more than one year:
Amounts owed by Group undertakings
55.7
127.2
55.7
132.0
Amounts owed by Group undertakings are repayable according to the terms of an intercompany loan agreement. The loans mature on
4 December 2025 and bear interest at market rates based on SONIA plus a margin of 2%. Amounts owed by Group undertakings have been
assessed in line with IFRS 9 and as at 29 March 2024 a provision for expect credit losses of £35.0m has been recognised (2023: Nil).
6. Cash at bank and in hand
2024
£m
2023
£m
Falling due within one year:
Cash at bank and in hand
1.2
2.6
1.2
2.6
£0.3m (2023: £2.4m) of the Company’s cash at bank and in hand included in the balance sheet is held by the trustee of the Company’s
Employee Benefit Trust in relation to the share scheme for employees. Therefore, these funds are restricted and are not available to be
circulated on demand.
7. Creditors
2024
£m
2023
£m
Falling due within one year:
Amounts owed to Group undertakings
401.8
405.3
Accruals and deferred income
0.3
0.1
402.1
405.4
Falling due after more than one year:
RCF drawdown (Note 8)
19.6
33.8
19.6
33.8
Amounts owed to Group undertakings are repayable on demand and have, therefore, been classified as due within one year, although it is not
expected that all of this amount will be repaid within 12 months of the balance sheet date.
8. Borrowings
2024
£m
2023
£m
Drawdown on RCF
19.6
33.8
19.6
33.8
The above borrowings are stated net of unamortised issue costs of £0.4m (2023: £1.2m).
The Company’s borrowing facilities are detailed in note 18 of the Group’s financial statements.
halfords.annualreport2024.com
219
FINANCIAL
STATEMENTS
9. Equity share capital
Ordinary shares of 1p each:
2024
Number of
shares
2024
£000
2023
Number of
shares
2023
£000
Allotted, called up and fully paid
218,928,736
2,189
218,928,736
2,189
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings
of the Company. All shares rank equally with regard to the Company’s residual assets.
In total the Company received proceeds of £4.2m (2023: £0.4m) from the exercise of share options. During the period the Company purchased
£10.2m (2023: £1.5m) of its own shares.
Potential issue of ordinary shares
The Company has a number of employee share option schemes. Further information regarding these schemes can be found in Note 24 of the
Group’s financial statements.
Investment in own shares
At 29 March 2024 the Company held in Trust 502,138 (2023: 973,212) of its own shares with a nominal value of £5,021 (2023: £9,732).
The Trust has waived any entitlement to the receipt of dividends in respect of its holding of the Company’s ordinary shares. The market value of
these shares at 29 March 2024 was £0.8m (2023: £1.7m). In the current period 5,176,875 (2023: 1,000,000) were repurchased and transferred
into the Trust, with 5,647,949 (2023: 1,478,490) reissued on exercise of share options.
10. Share-based payments
Share based payments during the period were £3.8m (2023: £2.4m) bringing the balance at 29 March 2024 to £43.5m (2023: £38.9m).
11. Profits available for distribution
Distributable reserves
£m
As at 31 March 2023
268.6
Restatement*
(10.8)
As at 31 March 2023 restated
257.8
Loss for the period
(32.5)
Share options exercised
(6.9)
Dividends paid
(21.7)
At 29 March 2024
196.7
*
See Note 30 to the Group financial statements for more details.
The loss for the period includes a £35.0m expense relating to the recognition of a provision for expected credit losses on an intercompany loan
(Note 5).
12. Reserves
The Company settled dividends of £21.7m (2023: £19.5m) in the period, as detailed in note 8 to the Group’s financial statements.
13. Related party disclosures
Under FRS 101 “Related party disclosures”, the Company is exempt from disclosing related party transactions with entities which it wholly owns.
14. Contingent liabilities
The Group’s banking arrangements include the facility for the bank to provide a number of guarantees in respect of liabilities owed by the Group
during the course of its trading. In the event of any amount being immediately payable under the guarantee, the bank has the right to recover the
sum in full from the Group. The total amount of guarantees in place at 29 March 2024 amounted to £nil (2023: £0.4m).
The Company’s banking arrangements are subject to a netting facility whereby credit balances may be offset against the indebtedness of other
Group companies.
15. Off Balance sheet arrangements
The Company has no off balance sheet arrangements to disclose as required by S410A of the Companies Act 2006.
220
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
NOTES TO THE
FINANCIAL STATEMENTS
FINANCIAL
STATEMENTS
221
halfords.annualreport2024.com
SHAREHOLDER
INFORMATION
CONTENTS
Five-year Record
224
Glossary of Alternative Performance
Measures
225
Company Information
226
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
222
SHAREHOLDER
INFORMATION
halfords.annualreport2024.com
223
52 weeks
to
27 March
2020*
£m
52 weeks
to
2 April
2021
(audited)
£m
52 weeks
to
1 April
2022
(audited)
£m
52 weeks
to
31 March
2023
Restated**
(audited)
£m
52 weeks
to
29 March
2024
(audited)
£m
Revenue
1,142.4
1,292.3
1,382.4
1,574.4
1,696.5
Cost of sales
(558.4)
(636.0)
(660.7)
(802.9)
(873.9)
Gross profit
584.0
656.3
721.7
771.5
822.6
Operating expenses
(513.5)
(541.8)
(620.6)
(712.6)
(766.4)
Operating profit before non-underlying items
70.5
114.5
101.1
58.9
56.2
Non-underlying operating expenses
(34.2)
(35.0)
6.8
(7.8)
(4.3)
Operating profit
36.3
79.5
107.9
51.1
51.9
Net finance costs
(13.6)
(15.0)
(11.3)
(12.1)
(13.1)
Underlying Profit Before Tax **
56.9
99.5
89.8
46.8
43.1
Non-recurring operating expenses
(34.2)
(35.0)
6.8
(7.8)
(4.3)
Non-recurring finance costs
–
–
–
–
–
Profit before tax
22.7
64.5
96.6
39.0
38.8
Taxation
(6.9)
(17.4)
(17.2)
(9.2)
(10.3)
Taxation on non-underlying items
5.0
6.1
(1.7)
1.1
0.5
Profit from continuing operations
20.8
53.2
77.7
30.9
29.0
Loss after tax from discontinued operations
–
–
–
(2.8)
(12.1)
Profit attributable to equity shareholders
20.8
53.2
77.7
28.1
16.9
Basic earnings per share
10.6p
27.1p
37.9p
12.9p
7.8p
Basic earnings per share before non-underlying items
25.4p
41.7p
35.5p
16.1p
12.7p
Weighted average number of shares
197.0m
197.1m
204.7m
217.4m
217.4m
* The statutory 53-week period to 3 April 2020 comprises results that are not comparable to the 52 weeks periods reported in other years.
To provide a more meaningful comparison, the above tables include the unaudited pro forma 52 weeks to 27 March 2020.
** Please see note 30 for further details.
224
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
FIVE-YEAR
RECORD
In the reporting of financial information, the Directors have adopted
various Alternative Performance Measures (“APMs”), previously
termed as ‘Non-GAAP measures’. APMs should be considered
in addition to IFRS measurements, of which some are shown on
page 170. The Directors believe that these APMs assist in providing
useful information on the underlying performance of the Group,
enhance the comparability of information between reporting periods,
and are used internally by management to measure the Group’s
performance.
The key APMs that the Group focuses on are as follows:
1. Like-for-like (“LFL”) sales represent revenues from stores, centres
and websites that have been trading for at least a period (but
excluding prior year sales of stores and centres closed during the
period) at constant foreign exchange rates.
2. Underlying EBIT are results from operating activities from
continuing operations before non-underlying items. Underlying
EBITDA further removes Depreciation and Amortisation.
FY24
£m
FY23
Restated*
£m
Underlying EBIT*
56.2
58.9
Depreciation & amortisation
127.2
123.6
Underlying EBITDA*
183.4
182.5
*
Please see note 30 for further details.
3. Underlying Profit Before Tax is Profit before income tax and non-
underlying items from continuing operations as shown in the Group
Consolidated Income Statement.
FY24
£m
FY23
£m
Underlying profit before tax from
continuing operations
43.1
46.8
Underlying loss before tax from
discontinued operations
(7.0)
(2.6)
Underlying profit before tax
36.1
44.2
*
Please see note 30 for further details.
4. Underlying Earnings Per Share is Profit after income tax before
non-underlying items as shown in the Group Consolidated Income
Statement, divided by the number of shares in issue.
5. Net Debt is current and non-current borrowings, including lease
debt, less cash and cash equivalents, both in-hand and at bank, as
shown in the Consolidated Statement of Financial Position.
FY24
£m
FY23
£m
Cash & cash equivalents
13.3
32.2
Borrowings – current
(80.9)
(77.6)
Borrowings – non-current
(247.7)
(303.3)
Net cash/(debt)
(315.3)
(348.7)
*
Please see note 30 for further details.
6. Net Debt to Underlying EBITDA ratio is represented by the ratio of
Net Debt to Underlying EBITDA (both of which are defined above).
7. Adjusted Operating Cash Flow is defined as net cash from
operating activities, plus impairment of plant, property and
equipment and right of use assets, foreign exchange movements
and income tax; as reconciled below.
FY24
£m
FY23
Restated*
£m
Net cash from operating activities –
continuing operations
177.9
150.6
Add back:
Impairment of property, plant and
equipment and right of use asset
(2.8)
1.1
Foreign exchange movement
(1.2)
8.0
Income tax paid
11.7
4.7
Adjusted Operating Cash Flow*
185.6
164.4
*
Please see note 30 for further details.
8. Free Cash Flow is defined as Adjusted Operating Cash Flow (as
defined above) less capital expenditure, net finance costs, taxation,
exchange movement, lease payments, and arrangement fees on
loans; as reconciled below.
FY24
£m
FY23
Restated*
£m
Adjusted Operating Cash Flow
185.6
164.4
Capital expenditure
(45.6)
(54.5)
Net finance costs
(3.2)
(4.4)
Taxation
(11.7)
(4.7)
Supplier financing
(4.1)
(0.8)
Exchange movement
1.2
(8.0)
Lease Payments
(92.8)
(89.3)
Free Cash Flow*
29.4
2.7
*
Please see note 30 for further details.
halfords.annualreport2024.com
225
SHAREHOLDER
INFORMATION
GLOSSARY OF ALTERNATIVE
PERFORMANCE MEASURES
Financial Calendar
Friday 9 August 2024
Final Dividend Record Date
Friday 6 September 2024
Annual General Meeting
Friday 13 September 2024
Final Dividend Payment Date
Registered Office
Halfords Group plc
Icknield Street Drive
Washford West
Redditch
Worcestershire
B98 0DE
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Joint Brokers
Investec plc
30 Gresham Street
London
EC2V 7QP
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Solicitors
Clifford Chance LLP
10 Upper Bank Street
London
E14 5JJ
226
HALFORDS GROUP PLC Annual Report and Accounts for the period ended 29 March 2024
COMPANY
INFORMATION
CBP026004
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emissions through the purchase and preservation of high conservation value land.
Through protecting standing forests, under threat of clearance, carbon is locked in that would otherwise be
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as REDD (Reduced Emissions from Deforestation and forest Degradation). This is now recognised as one of the
most cost-effective and swiftest ways to arrest the rise in atmospheric CO2 and global warming effects. Additional
to the carbon benefits is the flora and fauna this land preserves, including a number of species identified at risk of
extinction on the IUCN Red List of Threatened Species.
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This reduces waste sent to landfill, greenhouse gas emissions,
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CORPORATE AND IR WEBSITE
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ONLINE ANNUAL REPORT 2024
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