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QU I Z PL C
ANNUAL RE PORT AND
FINANCIAL STATE ME NTS 2021
CONTENTS
OPERATIONAL HIGHLIGHTS
STRATEGIC REPORT
2021 highlights
At a glance
Chairman’s statement
Chief Executive’s report
Financial and business review
Principal risks and uncertainties
Social responsibility
Section 172 statement
CORPORATE GOVERNANCE
Board of Directors
Governance framework
Audit Committee report
Nomination Committee report
Directors’ remuneration report
Directors’ report
Directors’ responsibilities statement
FINANCIAL STATEMENTS
Independent auditor’s report
IFC
02
04
06
10
16
20
24
26
28
31
32
33
36
38
39
Consolidated statement of comprehensive income 45
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated cash flow statement
Notes to the Group financial statements
Company information
46
47
48
49
72
• Decisive action to secure substantial cost reductions in response
to significant impact of COVID-19 pandemic on sales.
• Store portfolio restructuring now complete, resulting in a smaller
store footprint focused on more attractive locations, a significantly
lower rental cost base, linked to revenues generated, and more
flexible leases.
• Group’s store estate comprised 61 stores in the United Kingdom
and four in the Republic of Ireland at the end of the year (2020:
75 in the UK and 7 in the ROI), with one further opening in the
Republic of Ireland subsequently.
POST YEAR END
AND OUTLOOK
• Gradual improvement in sales since the removal of restrictions
on large scale social events with performance approaching
pre-pandemic levels on a like-for-like basis.
• As a result, the Board is pleased that the Group has achieved
sales of £30.6 million since the period end (the five months to
31 August 2021), representing a £17.4 million increase on the
revenues generated in the period from 1 April to 31 August 2021.
• The Group has agreed an extension of its existing £3.5m banking
facilities until 30 September 2022.
• Total liquidity headroom at 28 September 2021 of £6.2 million,
being cash, net of borrowings, of £3.8 million and £2.4 million
of undrawn banking facilities.
• With the recovery in revenues experienced to date the Group
anticipates generating a positive cash flow from operating
activities in the year ended 31 March 2022.
• Going forward, a higher proportion of revenues will be generated
from the Group’s own stores and websites which have traditionally
generated higher returns than other revenue streams.
Stay up to date
WWW.QUIZGROUP.CO.UK
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT
FINANCIAL HIGHLIGHTS
• Group revenue decreased 66% period on period in large part due to the significant impact of the COVID-19 pandemic on trading
conditions, including the enforced closure of stores and concessions.
• Gross margin decreased to 53.4% from 60.3% reflecting an increased level of discounting in part as a result of the enforced stores
and concessions closures.
• Underlying operating costs reduced by 47% reflecting management’s decisive actions in response to the impact of the pandemic.
• Underlying operating costs net of the receipt of £8.2 million of Government support reduced by 58%.
• Non-recurring non-cash gain of £10.4 million arising on the disposal of a subsidiary undertaken in the year, further to it entering
into administration.
• Non-recurring non-cash gain of £5.2 million further to the gain on bargain purchase arising on the acquisition of the trade and
certain assets of a subsidiary which entered into administration.
• Operating cash outflows of £2.5 million (2020: inflow of £10.2 million).
• Total liquidity headroom at the period end of £2.4 million, being cash, net of bank borrowings, of £1.5 million and £0.9 million
of undrawn bank facilities (2020: £6.9 million of cash and £3.5 million of undrawn bank facilities).
GROUP REVENUE
£39.7m
39.7
21
20
19
EBITDA
£10.7m
21
20
19
4.2
PROFIT BEFORE TAX
£6.0m
21
20
19 0.2
UNDERLYING EBITDA
£(4.9)m
(4.9)
21
118.0
130.9
20
19
4.6
8.2
10.7
8.2
6.0
8.2
UNDERLYING (LOSS)/PROFIT BEFORE TAX
£(9.6)m
(9.6)
UNDERLYING BASIC EPS
(7.54)p
(7.54)
(3.1)
21
20
19 0.6
21
20
(2.17)
19 0.33
CAPITAL EXPENDITURE
NET CASH AT YEAR END
£0.3m
21 0.3
20
19
4.1
6.1
£1.5m
21 1.5
20
19
6.9
7.5
Note: The basis of preparation of the financial statements for the current and previous year, including and explanation of the underlying measures, is set out in the
Financial and Business review on page 10.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
01
AT A GL A NC E
OMNI-CHANNEL
FASHION
QUIZ is an omni-channel fashion brand, specialising in occasion wear and dressy
casual wear. QUIZ delivers a distinct proposition that empowers its fashion-forward
customers to stand out from the crowd. QUIZ operates through an omni-channel,
fast-fashion business model, which encompasses online sales, standalone stores,
concessions, international franchises and wholesale arrangements.
CORE STRENGTHS
B R AND
We have an established and
distinctive brand proposition
enabling QUIZ to expand across
product categories and
distribution channels.
SU PPLY CHAIN
Our infrastructure and “test and
repeat” supply chain are proven.
E XPANDING ONLINE
CUSTOME R NUMBE RS
Sales growth through QUIZ’s
online channels remains a key
priority with key drivers being;
increased awareness of our brand
driven by effective marketing; the
strength of our products and
collections; increased online
traffic; and increasing the number
of active customers.
INTE RNATIONAL
POTE NTIAL
QUIZ continues to see positive
reactions to the brand across
international markets. QUIZ’s mix
of casual and occasion wear can
be tailored for each market and
the Group’s flexible approach
to its route to market remains
beneficial.
OUR BRAND
QUIZ’s buying and design teams constantly
develop their own product lines, ensuring the
latest glamorous looks at value prices. This
flexible supply chain, together with the winning
formula of style, quality, value and speed to
market has enabled QUIZ to grow rapidly into
an international brand with standalone stores,
concessions, franchise stores, wholesale partners
and international online partners in 20 countries.
8
Read more
02
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
• We were founded in 1993 and employ more than 1,000 people.
• We have a very broad customer demographic; our core
customers are 16 to 35-year-old fashion-forward females.
• We are a destination brand for fashion-conscious women
looking to dress for some of the most memorable occasions
of their lives.
• Our fast-fashion supply chain means we can respond quickly
to changing styles and trends.
• We market the QUIZ brand creatively and continue to increase
our social media following as a result.
• We have seen the brand establish itself in different markets with
the core QUIZ offering being complemented by country-specific
products where appropriate.
STRATEGIC REPORT OUR EXISTING GLOBAL PRESENCE
9
Read more
Our flexible business model allows us to adopt
the most appropriate approach in each market.
FUTURE DEVELOPMENTS
Our longer-term objective remains to secure
profitable growth as we expand the QUIZ brand.
OUR CUSTOMERS
QUIZ is increasingly recognised by a broad
customer demographic as an international fashion
brand that empowers fashion-forward women
and men looking for the latest styles, footwear
and accessories to help them look their very
best and stand out from the crowd.
Understanding our customers, their lifestyles and their product needs
remains a core element of our business. Our clear customer strategy
– coupled with our customer-first approach to everything we do –
continues to help significantly increase awareness of the brand.
The QUIZ brand continues to have strong customer appeal. This
is evident in our increasing number of active customers as well
as social media engagement. We are highly responsive to what
customers want, and our flexible omni-channel business model
enables us to quickly respond to new trends. Our customers know
that with QUIZ they can shop a wide selection of exclusive and
quality styles at value-for-money prices.
Research has shown us that our brand appeals across a broad
age range. This customer insight continues to drive our marketing
investment, social media content and product design and buying.
6
Read more
As at 31 March 2021:
UK
EUROPE
• 61 standalone stores.
• 4 standalone stores
• 119 concessions.
• Own website.
• 3 online partners.
in Ireland.
• 14 concessions
in Ireland.
AMEA
USA
• 76 points of sale through
• Wholesale to
franchise stores and
wholesale partners.
• Operate in 19 countries.
department stores.
• Expansion of current website through new
ranges and increased options.
• Extend our store network with flexible leases
with charges related to revenues generated.
• Multi-channel expansion in new markets.
8
Read more
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
03
CHAIRMAN’S
STATEMENT
• Firstly, in the United Kingdom, our stores and
concessions were closed for sustained periods
including from 22 March 2020 until their gradual
reopening in June 2020 and from late December 2020
to mid-April 2021. In addition, various Government-
implemented social restrictions in place during the
period alongside overall consumer uncertainty
impacted footfall when stores and concessions
were open.
• Secondly, occasion wear and dressy wear for social
events and activities are at the centre of the QUIZ
brand. The curtailment of social occasions resulted
in a materially detrimental impact on demand across all
revenue streams including in the Group’s International
business segment. In response, the Group rebalanced
its product offering to increase more casual ranges and
reduce exposure to occasion wear. These steps helped
to mitigate the impact of COVID-19 but did not fully
compensate for the decline in demand experienced
since March.
In response to these challenges, in June 2020, the
Group undertook a restructuring of its store portfolio.
The purpose of this restructuring was to secure an
economically viable store portfolio that, going forward,
is aligned to the business strategy. As a result of this
restructuring, Kast Retail Limited (“Kast”), a subsidiary
of the Group which previously operated the Group’s
standalone stores in the United Kingdom and Ireland was
placed into administration and the business and certain
assets of Kast were acquired by the Group for a cash
consideration of £1.3 million.
Following the restructuring, 66 of the Group’s previously
operated 82 stores have reopened. The new lease
arrangements have an average lease term of 24 months
and charges predominantly linked to revenues generated,
providing the Group with increased flexibility going forward.
In addition, to the store restructuring the business has
reduced its dependence on third parties, with a significant
fall in the number of concessions, further to the closure
of Debenhams and Outfit stores, and the number of
third-party websites operated. Going forward, this will
allow the business to generate more of its revenues from
its own stores and websites which have traditionally
generated higher returns than other revenue streams.
The disposal of Kast when it entered into administration
and the subsequent repurchase of its business and certain
assets gave rise to a total of £15.6 million of gains in the
income statement, resulting in profits before financing
PETER COWGILL
Non-executive Chairman
INTRODUC TION
The period covered in this Annual Report has been
almost entirely impacted by the COVID-19 pandemic.
From March 2020, communities and businesses across
the UK have felt its significant impact whether that be
through the closure of non-essential retail, national
lockdowns and the cancellation of social events, or its
effect on consumer confidence.
During this very challenging period, the Group’s priority
has been on ensuring the safety and welfare of its people
and customers. I would like to take this opportunity to
thank the Group’s management team and all colleagues
across the UK for their commitment and hard work during
what has been an incredibly challenging time.
In addition to navigating the effects of COVID-19, I am
pleased to note that the Group successfully addressed
the challenges of the last 18 months and took proactive
actions to improve its future prospects. The steps taken
during the year to restructure our business and to
preserve the cash available to the business have been
beneficial as demand for our ranges increase and sales
progressively return towards their previous levels.
F Y2021 PE RFORMANCE OVE RVIEW
The disruption caused by COVID-19 was a significant
factor in the 66% decline in Group’s revenues during the
year to 31 March 2021 to £39.7 million (2020: £118.0
million), The two key COVID-19-related factors impacting
the Group’s revenue performance were as follows:
04
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT and taxation of £6.2 million (2020: loss of £28.7 million)
and EBITDA of £10.7 million (2020: £5.6 million).
Reported profit before tax amounted to £6.0 million
(2020: loss of £29.4 million), while underlying loss before
tax decreased to £9.6 million (2020: £3.1 million). The
Financial Review section provides more detail on the
Group’s financial performance during the year on page 10.
CASH POSITION
The Group’s primary focus during the year was the
preservation of cash to ensure that the business could
capitalise on increased demand once restrictions were lifted.
In addition, to reducing capital spend and operating costs
and restricting the amounts of inventory acquired the Group
also utilised the Government support available to it. As at
31 March 2021, the Group had £2.4 million of total liquidity
headroom, being a cash balance net of bank borrowings of
£1.5 million and £0.9 million of undrawn bank facilities.
The cash position since the year end has improved
with total liquidity headroom on 28 September 2021
of £6.2 million, being £3.8 million of cash net of bank
borrowings and £2.4 million of undrawn bank facilities.
The £3.5 million bank facilities available to the Group were
recently renewed and will expire on 30 September 2022.
There are no financial covenants applicable to these facilities.
This will support the business’s initiatives to further
diversify the product range and ensure the Group is
well positioned to respond to the continued increase in
demand for its core occasion wear offering in due course.
OPE R ATING AN ETHICAL SU PPLY CHAIN
The Board will continue to prioritise ensuring that the
Group has an ethical and responsible supply chain that
all QUIZ’s stakeholders can be proud of. The Group is
committed to continuing to invest in this critical area of
the business to ensure that the Group’s systems remain
robust and that the Group’s strict Ethical Code of Practice
is always adhered to by all QUIZ’s suppliers.
There is an ongoing programme to ensure that all our
products are supplied in line with our Ethical Code of
Practice. Regular supplier visits continue to be conducted
and processes are in place to allow for clear visibility
across the Group’s supply chain. The Board remains
resolutely committed to ensuring the Group’s systems,
processes and culture are fit for purpose to assure
compliance in this area.
DIVIDE NDS
Given the operating losses incurred in the current year,
the Board does not recommend the payment of a final
dividend (2020: £Nil).
OUTLOOK AND CU RRE NT TR ADING
The Group has seen increasing demand for its core
product offering as restrictions on events and social
gatherings were removed. This is driving a return towards
the revenues generated prior to the pandemic on a
like-for-like basis. As a result, the Board is pleased that
the Group has achieved sales of £30.6 million since the
period end (the five months to 31 August 2021). This was
driven by the good performance of our own website and
our more flexible and economically viable store portfolio.
These sales are consistent with the Board’s expectations
and represents a £17.4 million increase on the revenues
generated in the period from 1 April to 31 August 2020.
Revenues from each of the Group’s channels were
as follows:
Online
UK stores and
concessions
International
1 April to
31 August
2021
1 April to
31 August
2020
Year-
on-year
change
£10.6m
£8.2m
+29%
£13.7m
£6.3m
£3.0m +357%
£2.0m +215%
Total
£30.6m £13.2m +132%
Whilst uncertainty around COVID-19 persists, we
continue to believe that the QUIZ brand has strong
customer appeal and that the Group’s omni-channel
business model remains relevant and key to our
long-term success.
We are encouraged by the increasing demand for the
Group’s product proposition and the revenue growth
generated since the year end and this combined with
the Group’s proactive actions taken during the past
18 months, mean we remain confident in the Group’s
future success.
PETER COWGILL NON-EXECUTIVE CHAIRMAN
30 September 2021
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
05
CHIEF EXECUTIVE’S
REPORT
Central to this strategy is the QUIZ brand, which is a
distinctive fashion brand that empowers fashion-forward
females to stand out from the crowd. We continue
to firmly believe that the QUIZ brand has a clear,
differentiated position in the market as an occasion wear
led brand and continues to resonate with a broad age
range of customers. This belief is supported by the
increased demand for our products since the easing
of restrictions on social events post year end.
OPTIMISING THE OMNI - CHANNE L MODE L
QUIZ continues to believe in the benefits of operating
an omni-channel model that broadens the awareness
and appeal of the brand, and provides customers the
opportunity to engage with the brand across different
channels and capturing QUIZ’s sales growth potential
online remains a key priority for the Group.
Supported by the acceleration of structural trends
towards increased online shopping, we continue to
believe that QUIZ’s online channel offers significant
long-term growth potential for the Group. In FY 2021,
online sales represented 55% of QUIZ’s Group revenue
(2020: 32%).
Going forward the focus will be to ensure the business
benefits from the return to social activities and the
increased number of weddings and other social events
over the next year whilst enhancing the profitability of
online sales.
Sales volumes through the QUIZ website have improved
since the year end and going forward it is this that will
be the key factor in delivering profitable growth.
The Group has continued to reduce its exposure to UK
department stores. In the year ended 31 March 2021 the
number of concessions operated reduced from 156 to
119 and reduced further to 45 post year end. The decline
reflects the closure of concessions that were generating
little return or were operating at a loss and the impact of
the closure of Debenhams and Outfit stores. The majority
of the remaining concessions are operated in New Look
TARAK RAMZAN
Chief Executive
INTRODUC TION
QUIZ’s FY 2021 financial year was characterised by
challenging trading conditions, the extent of which was
unlike anything we have experienced during our decades
operating within the retail sector.
Throughout this time, we remained steadfastly focused
on navigating the continuing uncertainty, leveraging
QUIZ’s omni-channel model to mitigate the impact of the
pandemic as far as possible, and strengthening the Group’s
foundations to ensure its long-term health following its
emergence from the impact of the COVID-19 pandemic.
As we emerge from the COVID-19 crisis, the Group’s
long-term strategy remains to develop the QUIZ brand
through its omni-channel distribution model and to adapt
and improve to ensure the brand continues to succeed.
The Group has a particular focus on capturing the
significant online opportunities available to QUIZ,
supported by a profitable store and concession portfolio.
The revenue generated from each channel during the period was as follows:
Online
International
UK stores and concessions
Total
Year to
31 March
2021
£21.6m
£7.6m
£10.5m
Year to
31 March
2020
£37.5m
£21.8m
£58.7m
£39.7m £118.0m
Year-
on-year
change
- 42%
- 65%
- 82%
- 66%
Share of
revenue
2021
54.5%
19.1%
26.4%
Share of
revenue
2020
31.8%
18.5%
49.7%
06
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT As we emerge from
the COVID-19 crisis,
the Group’s long-term
strategy remains to
develop the QUIZ brand
through its omni-channel
distribution model and
to adapt and improve
to ensure the brand
continues to succeed.
stores and allow for flexible arrangements for increasing
the number of concessions operated given these are not
staffed by QUIZ personnel and there is limited capital
outlay required. Further to these changes the proportion
of revenues generated from UK concessions will reduce
from circa 20% prior to the pandemic to less than 10%
going forward.
The Group believes that stores and concessions with
appropriate cost bases can make a positive contribution
going forward and is encouraged by the returns
generated from our stores since the year end. We will
continue to undertake initiatives to promote footfall into
stores including trialling the introduction of new product
categories in store, utilising our store network for online
collections and returns, and improving stock availability
across the estate.
SE LEC TIVE INTE RNATIONAL G ROW TH
POTE NTIAL THROUG H CAPITAL LIG HT
MODE L
We continue to receive positive customer reactions to
the QUIZ brand internationally. Our mix of casual and
occasion wear can be tailored for each market and our
flexible route to market has been beneficial.
Whilst each of these markets has its own challenges,
international sales represented 19% of QUIZ’s Group
revenue (2020: 18%). We continue to identify
opportunities to extend our sales through low-risk,
low-cost international expansion driven by our capital-light
online, consignment and concession routes to market.
MANAG ING G ROSS MARG IN
Whilst progress was made in the previous year to improve
gross margins, the decline in revenues during the year and
increased levels of excess stock led to an increased level
of discounting. This resulted in the gross margin
generated declining to 53.4% (2020: 60.3%); however,
this has increased following the year end as customers
have shown a preference for newer full price product.
In recent months we have been experiencing increased
inflationary pressures in relation to product and its
shipment. To date these additional costs have been
absorbed by the business.
In addition, the lead times for product being delivered
have been extended. We are confident that our well-
established relationships with suppliers will allow us
to minimise any disruption to our business.
RIG HT SIZ ING OU R COST BASE
We have sought to manage and reduce costs wherever
possible. In the current year substantial cost savings have
arisen from the renegotiation of rental arrangements for
stores, the reduction of staff numbers at head office and
across the business and the curtailment of marketing spend
when demand for occasion wear had significantly reduced.
As well as various cost saving initiatives the utilisation of
the various arrangements to support businesses provided
by the UK Government has been important, with the
suspension of business rates for the year and the
provision of £8.2 million of cash support received
under the furlough scheme and other payments.
We will continue to review our cost base to ensure it
is appropriate for the revenues that will be generated
going forward.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
07
C H I E F E X EC U T I V E’ S R E P ORT CONTINUED
A STRONG B R AND
QUIZ is a distinctive fashion brand which, over many
years, has developed a specialisation in occasion wear
and dressy casual wear for women. QUIZ’s core business
continues to deliver a distinct proposition that empowers
fashion-forward females to stand out from the crowd.
We firmly believe that the QUIZ brand has a clear,
differentiated position in the market and continues to
resonate with a broad age range of customers. This belief
is supported by the increased demand for our products
since restrictions on social events lifted post year end.
The strength of the QUIZ brand and flexibility of its
model enabled the Group to expand into new product
categories in light of the cancellation of, and restrictions
on, large scale social events that the brand’s products
have typically been associated with.
Following the implementation of these restrictions, the
Group strategically expanded its product proposition to
maintain relevance through the changes to customers’
lifestyles, reducing occasion wear product where possible
and expanding into selected casual wear categories that
will provide the Group further diversification going
forward. These actions helped to mitigate but did not fully
compensate for the reduced demand for occasion wear.
Whilst the number of online active customers declined
during the year, we have seen a sharp increase in activity
in the five months to August 2021 with an annualised
equivalent of 578,000 active customers, an uplift of 79%
on the numbers recorded in the year ended 31 March
2021, reflecting the appeal of the brand when relevant
social events are undertaken.
During the period of lower demand for its core proposition,
the brand has maintained its social media engagement
relative to the prior year, with 2% and 4% increases in
our Instagram and Facebook audiences respectively.
OU R FLE XIB LE SU PPLY CHAIN RE MAINS
A KEY COMPETITIVE ADVANTAG E
The business has a well invested infrastructure and
a proven successful supply chain. This allows for the
business to respond to customer demands and seek to
quickly replicate the latest looks seen on social media,
the catwalk or television. Our supply chain and ability to
constantly refresh products for sale in store and online
are strong competitive advantages. QUIZ continues to
introduce new products each week in order to meet
customer demand as trends emerge throughout the
season. The Board believes this remains an important
component for success as customers increasingly access
the options available of where, when and how to shop.
QU IZ ’S ONLINE CHANNE L OFFE RS
SIG NIFICANT POTE NTIAL
With structural and market-wide consumer trends
towards increased online shopping accelerating as a result
of the COVID-19 pandemic, we continue to believe that
QUIZ’s online channel offers significant long-term growth
potential for the Group.
In FY 2021, online sales represented 55% of QUIZ’s
Group revenue (2020: 32%). The focus over the past year
was to expand the product offering available to
customers and to manage excess inventories.
The Group is focused on growing its own website sales
rather than through third-party website partners which
provide the brand with important exposure but generate
a lower return.
TARG ETE D MARKETING INVE STME NT
Underpinning the growth and expansion of the QUIZ
brand is the Group’s approach to targeted and returns-
driven marketing investment. Whilst investment was
restricted during the year given the Group’s focus on
cost management as a result of the impact of the
pandemic on sales, the drop in revenues resulted in
marketing investment as a proportion of Group sales
for FY 2021 increasing to 3.6% (2020: 2.3%).
Further to the reduction in spend a digital approach was
primarily adopted to marketing with a focus on our casual
ranges. This allowed us to continue with a measurable
return on advertising spend whilst effectively managing
the cost base.
Once our stores re-opened at the end of summer 2020, we
increased marketing activity and planned influencer and
celebrity campaigns for the autumn / winter 2020 period
to promote our party wear ranges. The reintroduction
of restrictions on social events impacted the demand
for evening wear which hindered the impact of the
visually strong campaigns undertaken in October and
November 2020.
Now that entertainment, events and social gatherings
are no longer restricted, we have increased our budgets
and have a pipeline of celebrity and influencer activity
planned for the autumn / winter 2021 party season. We
are excited to see our activity and voice through social
media increase significantly again as a result of the
new campaigns. This will be supplemented with digital
marketing and offline activity to push the QUIZ brand to
the forefront of our customers’ minds as they celebrate
throughout the party season.
STR ATEG IC KPIs
Active customers
Online sales as a % of
turnover
International outlets
serviced
UK retail space – square
footage
2021
2020
Change
323,000 638,000
-49%
54.5%
31.8%
+23%
76
80
-4
174,000 218,000
-20%
OU R TE AM
The last 18 months have been truly unprecedented
and presented challenges to the business which would
have not appeared previously credible. I continue to
be grateful for the talent, professionalism and dedication of
our colleagues across our stores and concessions, distribution
centre and head office. I would like to thank all my colleagues
for their hard work and contribution in the last year.
I would also like to thank our suppliers, business partners
and customers. I thank them for their continued support
which allows the business and brand to approach the
future with confidence.
TARAK RAMZAN CHIEF EXECUTIVE
30 September 2021
08
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT OUR BUSINESS MODEL
FA S
H I O N W I TH INTE
G
R
I
T
Y
B R AND
AND MARKETING
Broad target
audience
Unique glamorous
product range
“
T
E
ST AND R E P E
T ”
A
OMNI-CHANNEL
MEASURED ROUTES TO MARKET
ONLINE
INTE RNATIONAL
U K STORE S AND
CONCE SSIONS
THE RIGHT APPROACH
OU R INTEG RIT Y
We pride ourselves
on being a responsible
company whether in our
supplier relationships or
in our engagement
with employees and
the wider community.
OU R SYSTE MS AND
INFR ASTRUC TU RE
We can efficiently service
our customers and have
a solid platform for
substantial future growth.
OU R PEOPLE
With our experienced
employees and the
continual inflow of fresh
talent we can adapt to
changing trends and
demands across all our
routes to market.
OUR VALUE S
Our focus on giving
customers what they
want when they want
it at great value is
complemented by all
stakeholders in the process
being treated equitably.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
09
FINANCIAL
AND BUSINESS
REVIEW
GERARD SWEENEY
Chief Financial Officer
BASIS OF PRE PAR ATION
To provide comparability across reporting years, the results
within this Financial Review are presented on an “underlying”
basis and excludes certain non-recurring transactions. In the
current year, an adjustment is made to exclude the non-
recurring £15.6 million of gains which arose from the disposal
of a subsidiary undertaking which entered administration and
the subsequent repurchase of its business and certain assets.
In the previous year the adjustments made for non-recurring
costs amounted to £26.3 million in the year in respect of
the impairment of Right of Use assets, store assets and
goodwill and a bad debt expense. A reconciliation between
underlying and reported results is provided at the end of this
Financial Review.
G ROU P OVE RVIEW
COVID-19 impacted each area of our business during the
year and the focus was on actions that could be taken to
reduce costs, preserve cash and strengthen the Group’s
financial position.
Group revenue decreased 66% to £39.7 million
(2020: £118.0 million).
Further to this decline in revenues, the underlying
operating loss incurred was £9.4 million (2020: £2.3 million).
Including the non-recurring transactions, a profit prior
to financing and taxation of £6.2 million was generated
(2020: loss of £28.7 million).
FINANCIAL KPIs
Underlying EBITDA generated declined to a loss of £4.9
million (2020: profit of £8.2 million) which represented a
negative EBITDA margin of 12.3% (2020: positive margin
of 6.9%). Including the non-recurring transactions,
EBITDA was £10.7million (2020: £5.6 million).
Underlying Group loss before tax was £9.6 million
(2020: £3.1 million). Profit before tax reflecting
non-recurring transactions was £6.0 million
(2020: loss of £29.4 million).
Further to this, the underlying loss per share, which is
calculated using the underlying profit/(loss) before tax
less tax at the effective statutory rate, was 7.54 pence
(2020: 2.17 pence). After reflecting the non-recurring
transactions, the profit per share was 5.00 pence (2020:
loss of 23.37 pence).
Cash net of bank borrowings at the year end amounted
to £1.5 million (2020: £6.9 million).
ONLINE REVENUE
£21.6m -42%
INTERNATIONAL REVENUE
£7.6m -65%
UK STORES AND
CONCESSIONS REVENUE
£10.5m -82%
10
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT REVENUE
£39.7m -66.4%
GROSS MARGIN
53.4% -6.9%
39.7
21
20
19
118.0
130.9
21
20
19
53.4
60.3
60.7
Definition
Online, UK Stores and concessions
and International revenue.
Performance
The disruption caused by COVID-19 was
a significant factor in the 66% decline
in Group’s revenues during the year to
31 March 2021 to £39.7 million.
Definition
Maintaining overall product profitability whilst
executing the Group’s growth strategy.
Performance
Discounting increased across the year
given reduced demand experienced and the
requirement to clear excess stocks. Due to this
and the lower proportion of sales generated
through the usually higher margin stores and
concessions, the gross margin in the year
declined to 53.4%.
UNDERLYING EBITDA %1
CASH FROM OPERATING ACTIVITIES1
(12.3)% -19.2%
21
(12.3)
20
19 3.5
6.9
£(2.5)m -£12.7m
21 (2.5)
20
19
10.2
5.9
Definition
How we are controlling profitability and
operating costs across the business.
Definition
The conversion of profits into cash available
to the business.
Performance
Underlying EBITDA generated declined
to a loss of £4.9 million which represented
a negative EBITDA margin of 12.3%.
Performance
Net cash flow from operating activities resulted
in an outflow of £2.5 million. Reflected in this
outflow of cash is a £2.3 million working
capital inflow.
1. In the current year the impact of the non-recurring gains which arose from the disposal of a subsidiary undertaking which entered
administration and the subsequent repurchase of its business and certain assets is excluded. In the previous year the impact of the
impairment of Right of Use assets, store assets and goodwill and a bad debt expense is excluded.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
11
F I NA NC I A L A N D BUSI N E S S R E V I E W CONTINUED
REVE NUE
Group revenue decreased by 66% to £39.7 million from £118.0 million in 2020, with our three revenue channels
shown below:
Online
International
UK stores and concessions
Total
Year to
31 March
2021
£21.6m
£7.6m
£10.5m
Year to
31 March Year-on-year
growth
2020
£37.5m
£21.8m
£58.7m
- 42%
- 65%
- 82%
- 66%
£39.7m £118.0m
Share of
revenue
2021
54.5%
19.1%
26.4%
Share of
revenue
2020
31.8%
18.5%
49.7%
Online
The reduction in Online revenues reflects the impact
of the prolonged lockdowns and curtailment of social
occasions through the period.
There were similar declines in revenue in sales through
the QUIZ website and sales through third-party websites.
Sales through the QUIZ website, which was closed for a
number of weeks in April 2020, declined 42% and sales
through third-party websites declined 44% in the year.
The impact of the reduced demand during the year was
reflected in the number of active customers at 31 March
2021 which had declined 49% in the year to 323,000
(2020: 638,000).
International
International sales include revenue from QUIZ standalone
stores and concessions in the Republic of Ireland and
franchises in 20 countries. In the previous year, revenues
also included our three standalone stores in Spain.
These stores did not trade in the period, due to lockdown
restrictions, and closed in June 2020 further to the
administration of Kast.
As with the UK sales, International revenues were
impacted by pandemic related lockdowns and reduced
demand leading to a 65% decline to £7.6 million (2020:
£21.8 million).
Revenues in Ireland declined 85% in the year to £1.2 million
as a result of the prolonged lockdowns restricting trading,
the closure of Debenhams Irish concessions in March
2020 and the reduction in stores operated from seven
to four. Currently the business operates 5 stores and
15 concessions in Ireland (March 2020 – 7 stores
and 23 concessions).
Franchise sales were particularly impacted by a decline
in sales in the first quarter and whilst sales momentum
improved through the year revenues declined 48% to
£6.4 million (2020: £12.2 million).
UK stores and concessions
The performance of our stores and concessions reflects
their enforced closure for more than half their potential
trading hours during the year. When open, trade was
below the same period two years ago with reduced footfall
being partially offset by higher conversion rates.
In addition to these factors, a number of stores were
permanently closed post the administration of Kast, others
were closed for a period whilst new lease arrangements
were negotiated and a significant number of concessions
were closed during the year.
Sales in the Group’s UK standalone stores and concessions
decreased 82% to £10.5 million (2020: £58.7 million).
As at 31 March 2021, the Group operated from 61 stores
and 119 concessions (2020: 75 stores and 156 concessions).
Since the year end and the closure of the Debenhams
stores the number of concessions operated has fallen to
45. Further to these changes, total selling space across the
stores and concessions at 31 March 2021 decreased by
20% to 174,000 sq. ft. (2020: 218,000 sq. ft.) and further
to the closure of the Debenhams concessions post year
end is currently 131,000 sq. ft.
G ROSS MARG IN
Discounting increased across the year given reduced
demand experienced and the requirement to clear excess
stocks. Due to this and the lower proportion of sales
generated through the usually higher margin stores and
concessions, the gross margin in the year declined to
53.4% (2020: 60.3%).
Since 31 March 2021, customers have expressed a
preference for new product and whilst promotional activity
is still undertaken it is not as aggressive as in the previous
year. This has resulted in a better full price mix across all
retail channels and the gross margin generated, being circa
+400bps than that generated in the previous year.
Although the Group sought to work with suppliers
through the year to actively manage inventory purchase
commitments and to phase deliveries appropriately, given
the decline in revenues there was an increase in slow-
moving stock to be managed. The business has been
successful selling much of this stock in the period since
the year end by consolidating and representing stock
unsold in the previous year.
There was no requirement to significantly increase the
provision against slow-moving stock in the year given
the provisions in the prior year adequately provided for
the impact of lockdowns and the reduced demand for
occasion wear.
During the period we encountered increased cost pressures
in relation to product costs and the costs associated with
their shipment. In addition, the widely reported issues with
regard to deliveries from China and other regions impacting
delivery times also affected, and continue to affect the
Group. Any potential negative impact is mitigated by the
availability of stock from the previous year given the
prolonged lockdown post December 2020. Going forward
we will look to minimise the impact of increased costs on
customers and will adjust delivery schedules to ensure that
product is available when required.
12
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT U NDE RLYING OPE R ATING COSTS
Consistent with the fall in revenues there have been
significant reductions in operating costs, namely
administrative and distribution costs, in the year.
Underlying costs decreased by 47% from £73.4 million to
£38.8 million. The reductions in costs reflect the impact
of lower revenues on variable costs, including turnover
rents, merchant fees, certain distribution costs, utilities,
travel and expenses and the benefit of cost reduction
initiatives undertaken during the year.
In addition to these reductions, operating costs have
been supplemented by £8.2 million of financial support
from the UK Government which is included in other
operating income. If this income, which was largely
received to supplement employee costs, was offset
against operating costs, the reduction in underlying
operating costs amounted to 58% which reflects the
actions taken by management to reduce costs.
Underlying administrative costs decreased by £12.5
million or 44% to £30.5 million (2020: £54.7 million).
The most significant reductions included:
• £10.2 million or a 77% reduction in property costs
(including depreciation charges in relation to leases for
standalone stores) further to the restructuring of our
standalone stores, revised rental agreements and the
temporary waiver of business rates for retail businesses
in the financial year to March 2021;
• £7.5 million or a 30% reduction in employment costs,
before the benefit of grant income received in relation
to furloughed employees, reflecting reductions in
employee numbers, the impact of employees being
placed on furlough and the reduction in director
salaries applied in the period;
• £1.4 million or a 31% reduction in depreciation and
amortisation costs (excluding depreciation charges in
relation to leases for standalone stores). These reduced
costs reflect the impairment of assets recorded in the
previous year which reduced the amount of assets to
depreciated and amortised; and
• £1.3 million or a 48% reduction in marketing costs.
Spend undertaken in the year focused on digital
marketing which proved to be beneficial. Given the
increased demand and anticipation of further interest
in occasion and dressy wear post year end the business
has various marketing plans to implement to benefit
from this increased interest.
Distribution costs decreased 56% to £8.3 million
(2020: £18.8 million) and is reflective of the lower
revenues generated in the period.
Included in distribution costs are commission payments to
third parties which sell product on behalf of QUIZ. These
fell as a result of the enforced closure on concessions and
lower online sales through third parties.
Also reflected in the drop in distribution costs are lower
carriage costs to stores, concessions and franchises as
well as to online customers in line with the reduced
revenues generated.
OTHE R OPE R ATING INCOME
The business has benefited from the financial support
provided by the UK Government in response to the
COVID-19 pandemic. The support provided has included
the waiver of business rates for retail businesses across
the whole year as well as direct payments made
to businesses.
The Group placed employees on furlough through
the Government’s Coronavirus Job Retention Scheme
and received £7.0 million of payments in relation to its
utilisation of these arrangements.
In addition, there were £1.2 million of payments
received in relation to coronavirus grants made available
to retail businesses which were closed due to national
or local restrictions.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
13
F I NA NC I A L A N D BUSI N E S S R E V I E W CONTINUED
NON - RECU RRING ITE MS
As noted above, £15.6 million of gains arose from the
disposal of a subsidiary undertaking which entered
administration and the subsequent repurchase of
its business and certain assets.
Non-recurring charges arose in the previous year
in respect of the impairment of Right of Use assets,
store assets and goodwill and a bad debt expense
and amounted to £26.3 million.
FINANCE COSTS
The finance cost of £0.2 million (2020: £0.8 million)
primarily relates to interest costs arising on the lease
payments for stores in accordance with IFRS 16. The
reduction in interest charges reflects that the leases
for stores now primarily have charges dependent on
revenues generated rather than fixed costs over a period
of time and therefore none of these charges are treated
as an interest cost.
TA X ATION
The current year reported tax rate is a credit of 3.1%
(2020: tax credit rate of 1.4%). The reported tax rate
reflects that the £15.6 million non-recurring gain arising
from the administration of a subsidiary undertaking is not
subject to tax.
Given the uncertainty with the timing and quantum
of future profits no deferred tax assets have been
recognised in relation to tax losses incurred. The
unrecognised deferred tax asset at 31 March 2021
amounts to £1.9 million (2020: £3.9 million). The tax
losses in the previous year were predominantly incurred
by a subsidiary which entered into Administration during
the year and are no longer included as part of the
unprovided deferred tax asset.
Given the potential for the unrecognised deferred tax
asset to mitigate future tax charges the Group’s effective
tax rate in future years is expected to be below the
statutory rate.
E ARNINGS PE R SHARE
Basic earnings per share for 2021 was 5.00 pence
per share (2020: loss per share of 23.37 pence).
The underlying basic loss per share for 2020, which
is calculated using the underlying loss after tax, was
7.54 pence (2020: 2.17 pence).
DIVIDE NDS
No dividend was paid during the year (2020: £Nil). Given
the operating loss incurred in the current year the Board
does not recommend the payment of a final dividend.
CASH FLOW AND CASH POSITION
Cash, net of bank borrowings, at the year-end amounted
to £1.5 million (2020: £6.9 million).
Net cash flow from operating activities resulted in an
outflow of £2.5 million (2020: inflow of £10.2 million).
Reflected in this outflow of cash is a £2.3 million working
capital inflow (2020: £5.4 million). The reduction in
working capital in the year, which is net of the impact of
the administration of the subsidiary undertaking, arose
further to:
•
lower revenues being derived from third parties leading
to a £2.5 million reduction in receivables;
• cash management procedures which resulted
in a £1.3 million increase in payables; and
• the retention of stock acquired for stores and
concessions which were closed in the final quarter
of the financial year resulting in a £1.5 million increase
in inventories.
Given the focus on preserving cash in the last year
investment in the business was restricted to £0.3 million
with £0.2 million spent on intangible assets and
£0.1 million on property, plant and equipment.
Subsequent to the administration of Kast Retail Limited,
the business and certain assets were acquired by the
Group for £1.3 million.
New loans of £1.4 million were obtained during the year
from utilising the working capital facility entered into
during the year.
The payment of lease liabilities amounted to £1.1 million
(2020: £6.7 million) reflecting lease charges now primarily
being dependent on revenues generated which results in
charges payable being treated as an operating activity
rather than financing activity.
FORE IG N CU RRE NCY HE DG ING
The Group currently undertakes foreign
exchange transactions.
The primary inflow of foreign exchange relates to Euro
denominated revenues generated in Ireland. The primary
outflow of foreign exchange relates to the purchase of
stock, primarily in Chinese Renminbi.
The Group manages the risk associated with foreign
currency fluctuations through the use of forward
contracts for the sale or the purchase of the respective
currency for a period between six and twelve months
in advance. We have currently hedged our expected
currency inflows and outflows for the remainder of
the financial year to 31 March 2021.
14
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT RECONCILIATION OF U NDE RLYING AND RE PORTE D IFRS RE SU LTS
In establishing the underlying operating profit in the current year an adjustment is made to remove the impact
of the non-recurring £15.6 million of gains which arose from the disposal of a subsidiary undertaking which entered
administration and the subsequent repurchase of its business and certain assets, as described in Notes 8 and 9.
The adjustments in the previous year related to non-recurring charges in respect of the impairment of right-of-use
assets, property, plant and equipment and goodwill, the write-down of inventory and a bad debt expense as described
in Note 4.
A reconciliation between underlying and reported results is provided below:
2021
Non-
recurring
costs
£m
Underlying
£m
Reported
£m
Underlying
£m
Revenue
Gross profit
Government grants
Other operating costs (net)
Operating loss
Gain on disposal of subsidiary
Gain on bargain purchase arsing on
acquisition
(Loss)/profit before finance costs
Finance costs (net)
(Loss)/profit before tax
Operating loss
Gain on disposal of subsidiary
Gain on bargain purchase arsing on
acquisition
Depreciation and amortisation
39.7
21.2
8.2
(38.8)
(9.4)
—
—
(9.4)
(0.2)
(9.6)
(9.4)
—
—
4.5
—
—
—
—
—
10.4
5.2
15.6
—
15.6
—
10.4
5.2
—
EBITDA
(4.9)
15.6
GERARD SWEENEY CHIEF FINANCIAL OFFICER
30 September 2021
39.7
21.2
8.2
(38.8)
(9.4)
10.4
5.2
6.2
(0.2)
6.0
(9.4)
10.4
5.2
4.5
10.7
118.0
71.1
—
(73.4)
(2.3)
—
—
(2.3)
(0.8)
(3.1)
(2.3)
—
—
10.5
8.2
2020
Non-
recurring
costs
£m
—
—
—
(26.3)
(26.3)
—
—
(26.3)
—
(26.3)
(26.3)
—
—
23.7
(2.6)
Reported
£m
118.0
71.1
—
(99.7)
(28.6)
—
—
(28.6)
(0.8)
(29.4)
(28.6)
—
—
34.2
5.6
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
15
PRINCIPAL RISKS
AND UNCERTAINTIES
RISK MANAGEMENT PROCESS
In order to help manage the
Group’s risks and uncertainties,
the Board has delegated
responsibility for monitoring
the effectiveness of the
Group’s systems of internal
control and risk management
to the Audit Committee.
In addition, the Group has established a Risk
Committee that includes the Chief Financial
Officer and other senior management. The Risk
Committee helps the Executive Board review
the risk management and control process in
each key business area on an ongoing basis and
provides a platform for management to drive
improvement across the business.
The Risk Committee considers:
• the identification, assessment and
management of significant risks faced
by the Group;
• the response to the significant risks
which have been identified by management
and others;
• the maintenance of a controlled
environment directed towards the proper
management of risk; and
• the annual reporting procedures.
An overview of the Group’s risk management
process is set out below:
PLC BOARD
AUDIT COMMITTEE
EXECUTIVE BOARD
Ultimately responsible for
risk management
Monitors the effectiveness of risk
management and internal controls
Oversees the risk management
process and monitors
mitigating actions
RISK COMMITTEE
RISK FR AMEWORK
WIDER BUSINESS
Reviews and challenges key risks,
associated controls and
management action plans
Ensures consistent approach across
the Group
Contributes to assessment of actual
and potential risks and how they
should be managed
On an annual basis the Board reviews the
principal risks and uncertainties facing the
Group and assesses the controls in place to
mitigate any potential adverse impacts. This
assessment is also undertaken whenever
there is a perceived major change in the
principal risks and uncertainties.
Accepting an appropriate level of risk is an
integral part of realising any opportunity
and reward, and it is only through effective
internal management and controls that risk
can truly form part of our decision-making
process. Failure to identify and appropriately
manage risk could prevent us from achieving
our day-to-day objectives. Risk management
is therefore critical to our day-to-day activities.
The following are considered to be the
principal risks and uncertainties. The Board
recognises that the nature and scope of risks
can change and that there may be other risks
to which the Group is exposed and so the list
is not intended to be exhaustive.
The Corporate Governance Report includes an
overview of our approach to risk management
and internal control systems and processes.
16
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT Risk and impact
Mitigation
Links to strategy
GLOBAL/REGIONAL PANDEMIC
(I.E. COVID-19)
As the current global pandemic, COVID-19, has shown, the
implications of such an event are extreme, sudden and
challenging to mitigate. The impacts of a global (or regional)
pandemic include:
• customer demand reduction – restrictions on social
events leading to lower demand along with general
consumer mobility restrictions exacerbated by enforced
store closures;
Our response to mitigate the immediate and longer-term
impacts of COVID-19 is detailed within the CEO’s Report
and Financial Review.
As evidenced by COVID-19, mitigation of the impacts
of a global pandemic is very challenging. To navigate the
challenges and mitigate the potential adverse impacts
on the Group, we have focused on:
• well invested, modern IT infrastructure to support
remote and agile working;
• adapting our working environments and practices
• supply chain disruption – supplier factory closures and
to operate safely;
freight disruption;
• supplier impact – increased risks of failure of key suppliers;
• employee impact – health and wellbeing implications
plus restrictions on ability to undertake day-to-day
operations; and
• management decision making – potential to be impacted
if several members of the senior leadership team were
to become incapacitated.
BRAND AND REPUTATIONAL RISK
The Group’s performance is influenced by the image,
perception and recognition of the QUIZ brand. Failure to
ensure that the brand continues to be innovative, relevant
and respected would impact the business. Not only could
our brand be undermined or damaged by our actions but
also by those of our franchise partners or issues connected
with product sourcing.
DEVELOPMENT OF
OVERSEAS MARKETS
Failure to identify and maximise opportunities for
international growth either through our franchise
operations or ecommerce could have an adverse impact.
Failure to identify appropriate franchise partners or failure
to support these markets with systems and supply chain
capability could result in not establishing the brand
effectively in new markets. The failure of a franchise
partner could impact the business through lost revenue
and the failure to recover balances owed.
FASHION AND DESIGN
As with all fashion brands there is a risk that our offer
will not satisfy the needs of our customers or we fail to
correctly identify trends. If new product ranges or styles
fail to meet sales expectations, lower sales and market
share could occur.
• short lease terms with costs commensurate to revenues
generated across the store portfolio mitigating adverse
financial impact of customer demand reduction; and
•
increasing our casual ranges to reduce our exposure
to occasion wear.
We carefully monitor the brand and its reputation with
feedback closely monitored, with particular reference made
to feedback provided through social media channels. New
partners are carefully vetted prior to engaging with the
business and our contractual arrangements help protect
the brand’s reputation.
We perform extensive due diligence on all potential
partners and territories to assess our appropriate routes
to market. We are progressively operating in a range of
international markets, which helps to mitigate over reliance
on and exposure to any one territory. Our team of
experienced buyers, merchandisers and designers allows
for products to be tailored for each market as appropriate.
Zonal pricing is adopted which allows the business to
be competitive in each key market according to its
circumstances. The credit risk associated with franchise
partners is addressed through the provision of Standby
Letters of Credit or the application of appropriate
credit terms.
The QUIZ business model is based upon being reactive to
customer demand with a “test and repeat” supply model
that is able to introduce new products within weeks of
identifying trends and reorder successful lines quickly. We
have an experienced team of buyers, merchandisers and
designers which closely follows changes in the market,
consumer trends and fashion to ensure that we remain able
to respond to changes in consumer preference. We have
also invested in modern systems which provide detailed
information on how consumers are responding to products
which allows us to react accordingly.
LINKS TO STRATEGY
ONLINE
INTERNATIONAL
12
Read more
12
Read more
UK STORES AND CONCESSIONS
12
Read more
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
17
PR I NC I PA L R I SK S A N D U NC E RTA I N T I E S CONTINUED
Risk and impact
Mitigation
Links to strategy
CHANGING ECONOMIC
ENVIRONMENT
Broad changes to consumer expenditure or a deterioration
in the economy could materially and adversely affect the
Group’s financial condition, operations and business
prospects. In the UK, where the majority of the Group’s
revenues are generated, the exit from the EU has increased
the likelihood and potential impact of this risk.
BREXIT
The exit of the UK from the EU has added complexity across
many areas of the Group’s operations that may impact on our
ability to get products to customers in a timely manner and on
product profit margins.
Specific risk areas that have been impacted are as follows:
• Changes in customs duty and VAT regimes: goods being
imported to and exported from the EU are subject to a
different duty and VAT regime, which results in increased
costs to the Group.
• Supply chain delays: Brexit combined with the impact of the
COVID-19 pandemic has had a significant impact on global
supply chains resulting in disruption and increased costs
associated with both inbound and outbound movements
of goods.
• Foreign exchange fluctuations: The Group’s exposure to
fluctuations in foreign exchange rates is increased as a result
of the impact of Brexit.
• Regulation and compliance: The regulatory regime
applicable to the manufacture and sale of products may
increase in complexity if the UK adopts a different
framework from the current EU-based legislation.
PRODUCT SOURCING
We source product from a wide range of suppliers
including a significant proportion from overseas. Failure to
carry out sufficient due diligence on our suppliers, and to
act in the event of any negative findings, especially in
relation to ethical or quality-related issues, could adversely
impact our brand and reputation.
LOSS OF KEY TRADING PARTNER
There are a small number of third-party partners in relation
to online, franchise and concession revenues. The loss of
one of these partners would impact upon the business.
In the short term the brand’s focus on providing a quality
and value-for-money product ensures QUIZ appears as a
viable option in the event of reduced overall expenditure.
In the longer term the flexible business model, such as
stores having short lease terms, provides the ability to
direct resources to where is most relevant for the
QUIZ customer.
The Group continues to carefully monitor developments
in terms of the impact on supplies and potential changes
to legislation.
Mitigating actions include:
• Changes in customs duty and VAT regimes: An
assessment of the Group’s operations has been
undertaken to identify changes required and additional
costs.
• Supply chain delays: The business is working with its
distributors to comply with additional requirements after
exiting the EU and to minimise any disruption.
• Foreign exchange fluctuations: As noted below the
Group hedges a material proportion of its foreign
exchange requirements using forward contracts.
• Regulation and compliance: Ongoing legal advice is being
taken in this area to ensure continued compliance with
relevant EU and UK regulations.
The Group has a policy and process for undertaking due
diligence on existing and new suppliers. This includes a review
of compliance with laws and regulations and that our suppliers
meet generally accepted standards of good practice. In addition,
suppliers are required to sign up to the QUIZ Ethical Code of
Practice. This process includes steps to ensure transparency
of where products are produced and under what conditions.
Ethical audits are undertaken across the product supply
base supported by a third-party agency. The wide range
of suppliers reduces any dependency on any one producer,
minimising the impact of any need to terminate arrangements.
Steps taken to strengthen the Group’s systems and
processes and to give QUIZ increased visibility of its supply
chain are outlined in the Chairman’s Statement on page 4.
Trading relationships with all our partners are monitored on
a regular basis to ensure they are profitable for both parties.
If relationships are unprofitable they are terminated. We
have regular contact with our key partners to ensure our
relationships continue to evolve. The continued growth and
diversification of the business reduces the existing
dependency and allows for new partners to be identified.
Credit risk is managed through the use of a Standby Letter
of Credit for a number of international customers.
PHYSICAL INFRASTRUCTURE
Damage to or the loss of our distribution facility could have
a material impact upon the business and its ability to
effectively service our customers. A similar event at the
head office could impact the ability of the business to
operate effectively.
Preventative measures are taken to minimise the risk associated
with damage to or the loss of our distribution facility or head
office. Business continuity of the head office functions would
be preserved through working from an alternative facility. In
addition, the Group maintains insurance cover at an appropriate
level to protect against the impact of such an interruption.
18
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT Risk and impact
Mitigation
Links to strategy
IT INFRASTRUCTURE
AND CYBER SECURITY
The Group’s IT infrastructure is key to the operation of
its business. Non-availability of the Group’s IT systems,
including the website, for a prolonged period or malicious
attacks, data breaches or viruses could result in business
disruption, loss of sales and reputational damage.
INFRASTRUCTURE FOR
ECOMMERCE SALES
The business has rapidly grown its online sales and this is a
key pillar for future growth. Failure to continue to develop
personnel, systems and the product offering in this area
could impact upon the existing business and the potential
for growth.
Arrangements are in place with regards to key systems to
allow for issues to be promptly addressed. For prolonged
issues disaster recovery procedures minimise the risk of lost
information. Access to systems is restricted to minimise the
possibility of malicious attacks, data breaches or viruses.
A regular assessment of vulnerability to malicious attacks
is performed and any weaknesses rectified. The storage
of personal data is tightly controlled in line with data
protection guidelines and PCI requirements and to ensure
compliance with GDPR. Employees are made aware of the
Group’s IT security policies and we deploy a suite of tools
to protect against such events.
The team associated with ecommerce sales has grown and we
regularly identify what resource will be required to facilitate
future growth. A budget is allocated to provide for capital
investment in software and other initiatives to ensure the
infrastructure supports future growth.
PEOPLE
Our success to date has been linked to the performance
of our people, particularly in relation to key individuals. The
failure to develop the capability and capacity of our people
would impact upon the future development of the business.
We look to ensure that key individuals are retained through
long-term incentive schemes and by providing competitive
remuneration. We have developed each team within the
business by appropriate recruitment and by looking to
provide a structure that allows for future development.
LOSS OF KEY STAFF
The existing management team has contributed significantly
to our growth and performance. The loss of a key individual
could have a detrimental effect on our business.
The existing shareholdings of a number of the key
management provide a clear incentive to contribute to the
long-term development of the business. Other members of
the management team are attracted and retained through
share-based awards and performance-related pay. In addition,
a team-based approach is adopted across the business which
reduces dependence and contributes to succession planning.
REGULATORY AND
LEGAL FRAMEWORK
We operate in a range of international markets and must
comply with various regulatory requirements. Failure to do
so could lead to financial penalties and/or reputational damage.
The Group closely monitors changes in the legal and
regulatory framework within the markets in which it
operates. We work closely with advisers in each market
to ensure compliance with local laws and regulations.
FOREIGN EXCHANGE
The Group is exposed to fluctuations in the exchange rates
of key currencies.
The Group has adopted a hedging policy to mitigate
short-term foreign exchange risk. We currently seek
to hedge a material proportion of forecasted currency
requirements through the use of forward contracts.
LINKS TO STRATEGY
ONLINE
INTERNATIONAL
12
Read more
12
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UK STORES AND CONCESSIONS
12
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
19
SOCIAL
RESPONSIBILITY
At QUIZ, we recognise the importance of acting as
a responsible company in everything that we do.
Our social responsibilities are focused on three key strands:
• fashion with Integrity; partnering with our suppliers to
create distinctive products made with care, consideration
and respect;
• respecting our environment: managing and reducing our
impact on the environment; and
• our QUIZ Community; nurturing an exciting environment
for both our employees and the local communities in
which we reside.
FASHION WITH INTEG RIT Y
Building long-term relationships with our suppliers has created
a sustainable supply chain to respond to changing fashions
and consumer preferences. We work with our suppliers
to ensure that our expectations with regards to ethical
compliance are reflected throughout our supply chain.
We are aware of the sensitivities of sourcing responsibly and
the challenges posed by having a global supply chain focused
on fashion. Our customers expect the latest looks from
us, but with this comes a duty to ensure our products are
sourced and manufactured responsibly. The responsibility
for meeting these expectations is led from the Board and is
integral to our core values and permeates all departments.
As a business, we are committed to providing good
quality products to our customers and a vital part of this
commitment relies on our suppliers ensuring that all goods
are produced in a safe working environment where workers’
rights are respected. We require our suppliers to sign our
QUIZ Ethical Code of Practice, which adheres to the core
principles of the Ethical Trading Initiative Base Code, setting
worldwide standards on labour practices, to protect our own
workers as well as those throughout our supply chain.
QUIZ suppliers must comply with this practice to ensure
their workforces, working conditions, management and
production processes are not just legally compliant but are
also fair, responsible and sustainable. We work closely with
our suppliers and clearly communicate our expectations to
As a business, we are
committed to providing
good quality products to
our customers and a vital
part of this commitment
relies on our suppliers
ensuring that all goods
are produced in a safe
working environment
where workers’ rights
are respected.
20
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT ensure that our goals are aligned, ensuring the benefits
of compliance and continued improvements to working
conditions are beneficial to all parties.
of the business to ensure that the Group’s systems remain
robust and that the Group’s strict Ethical Code of Practice
is adhered to.
Much of our product is sourced from China, with
a significant percentage manufactured in the UK.
We understand the importance of supply chain and
ethical compliance transparency and are committed to
continuously driving improvements through non-compliance
remediation, factory visits and supporting suppliers to
ensure their compliance with our expectations. Whilst we
have worked with many of our suppliers for a number of
years, developing long-lasting relationships which are based
on mutual trust and expertise, we ensure that compliance
is verified both by our resources and independently.
In the past year we have sourced product across 10
countries. We ensured compliance with our Ethical Code
of Practice through:
• engaging with specialist third-party auditors to provide
appropriate accreditation before any new suppliers are
approved and conduct independent audits of each of the
factories within our supply chain on an ongoing basis;
• regular checks and visits with our suppliers in the
Leicester region by our locally based Ethical
Compliance Manager;
• working closely with suppliers to ensure that their
working environments are compliant with health and
safety requirements to address COVID-19;
• working with our partners, which are major UK
retailers, to ensure the compliance of our supply chain
and share best practice processes;
• ensuring compliance with the process to provide clear
visibility of the factory address where every QUIZ
product is being made to prevent any unauthorised
sub-contracting; and
• conducting audits and random factory site visits across our
supply chain to increase ongoing visibility of compliance
with the Group’s strict values and requirements.
In addition, all our suppliers are required to confirm
compliance with our Restricted Raw Material Sourcing
declaration to ensure raw materials are ethically sourced.
The Board will continue to prioritise ensuring that the
Group maintains an ethical and responsible supply chain
that all QUIZ’s stakeholders can be proud of. We are
committed to continually investing in this critical area
Our public statement with regards to the Modern Slavery
Act, detailing our progress and commitment, is available
at www.quizgroup.co.uk.
RE SPEC TING OU R E NVIRONME NT
QUIZ is committed to protecting the environment and has
looked at a number of areas across our business, including
our stores and offices, carbon emissions, packaging and
waste. We have taken action to minimise any negative
aspects of our operations and to help create a positive
impact for the future.
G reenhouse gas emissions
The Group reports on all the greenhouse gas (“GHG”)
emission sources as required under the Streamlined
Energy and Carbon Reporting (“SECR”) legislation.
The methodology used to calculate our emissions is
the GHG Protocol Corporate Accounting and Reporting
Standard (revised edition), based on the operational control
approach, i.e. where the Group operates the facility or asset.
The space occupied by the Group within concession stores
is excluded from the calculations because the Group has
neither financial nor operational control over a concession
area. Data has been calculated using BEIS 2019 emission
factors for all carbon streams. All emission and energy
usage reported is UK based, which complies with the
requirements for large unquoted companies.
UK GHG emissions data1
FY 2021
FY 2020
Scope 1 (tonnes CO2e)2 combustion of
fuel operation of facilities and
refrigeration
Scope 2 (tonnes CO2e)3 electricity,
heat, steam and cooling purchased for
own use
Total Scope 1 and Scope 2 emissions
Intensity metric (tonnes of CO2e
per £million of retail revenue)
291
303
669
960
1,077
1,379
24.2
11.7
1. Figures represent a twelve-month period ending at or around
the financial year end.
2. Scope 1: emissions associated with our direct activities, such
as heating our stores, offices, warehouses and company cars.
3. Scope 2: emissions from the electricity we purchase.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
21
SO C I A L R E SP ONSI BI L I T Y CONTINUED
RESPECTING OUR ENVIRONMENT continued
G reenhouse gas emissions continued
During the year with our stores closed for more than
half of their potential trading hours and many colleagues
working from home, our direct business operations were
reduced resulting in a reduction in our GHG emissions
across this period. In addition, we are realising the benefit
of incremental changes made across the organisation
to reduce energy consumption. The decline in total
emissions of 30% did not compensate for the 66% decline
in revenues during the year resulting in an increase in the
Intensity Metric from 11.7 to 24.2 tonnes of CO2e per
£million of retail revenue.
Our Sustainability Road Map has prioritised addressing
Climate Change and further to this subsequent to the
year end, we have made significant progress to reduce
our carbon usage as all our electricity and gas in the
United Kingdom is now sourced under renewable green
carbon free arrangements. This will result in a saving of
over 900 tonnes in annual carbon emissions. It is intended
to convert our Irish operations to similar arrangements
when their existing contracts are due for renewal later
in the year.
Waste
Key to protecting our environment is the reduction of
waste across our head office, stores and warehouses.
We are working hard to reduce the amount of waste
generated and also to increase the amount recycled.
• All of our product which was to be disposed of was
recycled or donated to charity resulting in Zero
Landfill impact from these disposals.
• Our increased focus on following best practice
processes in respect of recycling has helped to reduce
the amount of cardboard waste going to landfill by 60
tonnes and general waste by 78 tonnes in the year.
• Ensuring that all wood utilised across the business is
recycled with approximately 8 tonnes of broken pallets
having been chipped and recycled into RDF fuels or
new production processes.
• All paper consumed in the business has been switched
to sources with zero carbon impact and used paper
is disposed in recycling facilities.
In the next year we intend to utilise more recycled
material in our products.
Packaging and pl astics
Packaging and plastics are another key area of focus
for reducing our impact on the environment. We have
therefore been working hard to minimise the total
amount of packaging used by the Group and to move
to sustainable materials in our packaging. In the last
year we have made progress in this area:
• All in-store and online delivery plastic bags are now
sourced from recycled material.
• All cardboard packaging is sourced from recycled material.
• Any plastic waste generated at our distribution centre
of head office is compacted and directly transported
to recycling facilities with approximately 10 tonnes
of polythene having been sent to a plastic processor
to become a new carrier bag or similar product.
OU R QU IZ COMM U NIT Y
Our focus in the last year has been to support our
colleagues during the COVID-19 lockdown period. We
were proactive in our decision making both in terms of
moving to remote working and closing our stores before
the Government-imposed lockdown. In addition, we
closed our distribution centre and ceased online sales
for a number of weeks to ensure that this facility was
adapted to be as safe as possible. We utilised the furlough
arrangements to preserve as many roles as possible.
Through the period we increased the frequency of our
business-wide communications to help support staff,
including furloughed employees.
In operating our business, the talent, creativity and
passion of our people are at the heart of the QUIZ
culture. Everything we do is with the customer in mind.
Our customer-first mentality is embedded at our head
office, in our stores and concessions, and throughout
the markets where our teams operate.
The value we place in our people is shown in the way
we motivate them. We encourage new learnings and
development as well as reward their valuable
contribution.
We encourage new talent and cultivate creative ideas
and, as a team, we are always looking to push boundaries
and explore opportunities. Many of our employees have
been with QUIZ for much of their working years and, as
the QUIZ community grows and we welcome new talent
and new ways of doing things, this team-based approach
will always remain at our core.
We care about the local communities in which we work
and make sure we positively contribute to those local
communities in which we reside. Our dedicated teams, at
head office and across our stores, hold fundraising events
and sample sales on behalf of local charities. In addition,
the funds raised along with revenue raised through
the sale of plastic bags in store are distributed to local
charities based upon staff input as to how money
should be allocated.
We are committed to ensuring that all our team members,
regardless of gender, receive the same support and
opportunities to progress, develop and enjoy a rewarding
career with us. Our latest gender pay gap information
(gender pay gap is the difference between our male
and female mean and median salaries across the whole
organisation) reported a 10.0% median pay gap, which
is below the UK national average of 15.5%.
22
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT REDUCTION IN AMOUNT OF
CARDBOARD WASTE GOING
TO LANDFILL
60 TONNES
REDUCTION IN AMOUNT
OF GENERAL WASTE
78 TONNES
The fact that a gender pay gap exists at QUIZ is, we
believe, due to the structure of our business rather than
any differentials in how we pay men and women for doing
the same role. We continue to look at ways that we can
evolve and improve these results.
As a responsible business, we encourage diversity in the
workplace and we are committed to treating everyone
fairly and ensuring that everyone – no matter what their
background, race, ethnicity, gender or disability – has
the same opportunities to progress, develop and enjoy
a rewarding career. If an employee were to become
disabled whilst in employment and as a result was unable
to perform his or her duties, every effort would be made
to offer suitable alternative employment and assistance
with retraining. We continue to support the development
of all our colleagues – in particular our talented female
colleagues into leadership roles. We will continue to
support all colleagues to ensure they have a long and
rewarding career with us.
We encourage new talent and cultivate creative ideas
and, as a team, we are always looking to push boundaries
and explore opportunities.
The Strategic Report relates to the content
on pages 2 to 25.
TARAK RAMZAN CHIEF EXECUTIVE
30 September 2021
Our focus in the last year has
been to support our colleagues
during the COVID-19 lockdown
period. We were proactive in our
decision making both in terms
of moving to remote working
and closing our stores before the
Government-imposed lockdown.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
23
SECTION 172 STATEMENT
This statement describes how the Directors have had
regard to the matters set out in section 172 of the
Companies Act 2006, as modified by the Companies
(Miscellaneous Reporting) Regulations 2018, in exercising
their duty to promote the success of the Company for
the benefit of its members as a whole. Whilst not a
requirement under Jersey Company Law, the Directors
consider disclosure of this statement to be in-line with
best practice reporting. Within the fast-moving fashion
retail sector, the operational cycle is short. Despite this,
the Board remains mindful that its strategic decisions
can have long-term implications for the business
and its stakeholders, and these implications are
carefully assessed.
The Directors consider that the following groups are
the Company’s key stakeholders. The Board seeks to
understand the respective interests of such stakeholder
groups so that these may be properly considered in the
Board’s decisions. This is done through various methods,
including: direct engagement by Board members; receiving
reports and updates from members of management who
engage with such groups; and coverage in our Board papers
of relevant stakeholder interests with regard to proposed
courses of action.
A . E MPLOYE E E NGAG E ME NT
Our employees rely on us to provide stable employment
and opportunities to realise their potential in a working
environment where they can be at their best. The quality,
commitment and effectiveness of the Group’s employees
are crucial to its continued success and their engagement
is encouraged through:
• communications to disseminate relevant information
including information on matters of concern as well as
economic factors affecting the Group performance; and
• encouraging employee feedback through their line
manager or, where there are concerns with regards
to confidentiality, through our HR team.
See also: Social Responsibility section of this Annual Report.
B . CUSTOME RS
We look to develop brand loyalty by providing customers
with product that allows them to stand out from the
crowd. The Group maintains an ongoing dialogue with
its customers, who are the reason we exist, to ensure
that our offer remains attractive through:
• news announcements on the Group’s website and
through the regulated market announcements;
• engagement with customers through communication
activities performed through the brand’s social media
sites and via email where customers have opted in to
receive such communication; and
• undertaking reviews and surveys to better understand
our customers.
See also: Social Responsibility section of this Annual Report.
C . SUPPLIE RS AND PARTNE RS
Our suppliers and partners rely on us to generate revenue
and employment for them. The Group maintains an
ongoing dialogue with its suppliers and partners, which
help to make and distribute or product, through:
• comprehensive induction processes for new employees;
• comprehensive assessment and onboarding process
• policies and programmes designed to encourage
employees to become interested in the Group’s activities
and to reward employees according to their contribution
and capability and the Group’s financial performance;
for all new QUIZ product suppliers;
• annual independent compliance audits for product
suppliers using the SMETA process;
We look to develop brand
loyalty by providing
customers with product
that allows them to stand
out from the crowd.
The Group maintains
an ongoing dialogue with
its customers, who are
the reason we exist, to
ensure that our offer
remains attractive.
24
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
STRATEGIC REPORT • engaging in supplier face-to-face meetings; and email
and telephone conversations with Executive Directors
and senior management; and
• regular reviews with partners to assess commercial
performance, compliance with QUIZ’s expectations
and potential improvements.
See also: Principal Risks and Uncertainties and Social
Responsibility sections of this Annual Report.
accounting and reporting updates and tax accounting and
reporting compliance.
See also: Principal Risks and Uncertainties section of this
Annual Report.
The key Board decisions and their impact on stakeholders
in the year included:
Reaction to COVID -19
The Board reviewed the response to the impact of
COVID-19 on key stakeholders:
D. COMM U NIT Y AND E NVIRONME NT
We strive to operate a sustainable and responsible Group.
The Group has an increased focus on key environmental
goals, including regarding energy efficiency and waste
reduction, and will update on progress in these areas
in future reports.
See also: Social Responsibility section of this Annual Report.
• Employees – the welfare and health and safety of
employees was prioritised with the closure of stores,
the head office and the distribution centre in advance
of the UK Government lockdown as well as providing
support to establish a flexible working environment.
The Group also utilised the Government CJRS to
preserve the maximum number of jobs.
E . SHARE HOLDE RS
We rely on our shareholders as providers of capital to further
our business objectives. The Group has an active programme
of investor relations, which is described in detail in the
Corporate Governance section of this Annual Report.
The Group maintains communication with institutional
shareholders through individual meetings with Executive
Directors, particularly following publication of the Group’s
interim and full year preliminary results.
The Board is informed of shareholder views as part of
the regular reporting process and matters for discussion.
The annual general meeting is an important opportunity
for communication with both institutional and private
shareholders and also typically involves a short statement
on the Company’s latest trading position. Shareholders
may ask questions of the full Board, including the Chairs
of the Audit, Remuneration and Nomination Committees.
In the past year given the prevailing circumstances in
relation to COVID-19, consistent with the practice adopted
by numerous other listed companies, the annual general
meeting was a closed meeting. Shareholders were invited
to submit questions by email and responses were
provided directly.
The result of the proxy votes submitted by shareholders in
respect of each resolution are available on the Company’s
website or on request from the Company Secretary.
General information about the Group is also available on
the Group’s website: www.quizgroup.co.uk. This includes
an overview of activities of the Group and details of all
recent Group announcements.
F. GOVE RNME NTS AND TA X AUTHORITIE S
We seek to enjoy a constructive and cooperative
relationship with the bodies that authorise and regulate
our business activities. This helps us maintain a reputation
for high standards of business conduct. The Group has
processes in place to monitor new regulations and
compliance requirements that may impact the business,
including, for example, product regulations, financial
• Customers – increased communication through direct
correspondence and social media along with provision
of more casual clothes to compensate for the reduced
demand for occasion wear and established safe socially
distanced store environments.
• Partners – worked with partners to reschedule stock
allocations and reduce stock levels as well as to amend
the product offering going forward and maximise their
opportunities for future success.
• Shareholders – the steps to reduce costs and preserve
cash going forward allowed the business to remain
financially viable until demand recovers.
Restructuring of the store estate
The Board undertook a restructuring of the store estate
post year end which resulted in the administration of
Kast Retail Limited (In Administration), the subsequent
purchase of its trade and certain assets and the negotiating
of leases for previously occupied stores. This benefited
a number of stakeholders through ensuring the viability
of this business going forward:
• employees – persevered the maximum number of roles
going forward;
• customers – maintained the omni-channel model
to allow customers to access QUIZ where most
convenient for them and to preserve the popular click
and collect option for online customers;
• suppliers – maximised potential future revenues and
opportunities for suppliers to maintain their business
with QUIZ; and
• shareholders – improved future cash flows and
profitability of the Group through securing lower
annual lease costs.
This statement and the Strategic Report were
reviewed and approved by the Board on
30 September 2021 and is signed on its behalf by:
TARAK RAMZAN CHIEF EXECUTIVE
30 September 2021
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
25
BOARD OF
DIRECTORS
A
N
PETER
COWGILL
INDE PE NDE NT
NON - E XECUTIVE
CHAIRMAN
TARAK
RAMZAN
CHIE F
E XECUTIVE
GERARD
SWEENEY
CHIE F
FINANCIAL
OFFICE R
Peter was appointed Executive Chairman
of JD Sports Fashion Plc in March 2004,
prior to which he was Finance Director.
Peter has been instrumental in driving
the strong performance of JD Sports
Fashion over the past decade. Peter is
also the Non-Executive Chairman of
Roxor Group Limited.
Tarak opened his first QUIZ retail store
in Glasgow in 1993. After inheriting his
father’s manufacturing business aged 18,
Tarak made the decision to move into
retail once UK manufacturers began to
move offshore. With his passion for retail
and a keen eye for fashion and product,
he has steered the Company to success
using a strategy that is centred around
QUIZ’s distinctive selling proposition and
ability to stay ahead of the competition.
Tarak has developed QUIZ’s fast-fashion
business model over the years and is
responsible for brand strategy, buying
and merchandising.
Gerard joined QUIZ in September 2016
as Chief Financial Officer. He was
previously the Group Finance Director
at Robert Wiseman Dairies PLC, where
he worked for 15 years. Gerard is
responsible for the finance function, the
development of systems and reporting
to support the business. After completing
an Accountancy degree, he qualified as
a chartered accountant when working
with Arthur Andersen. Gerard is also
the Company Secretary.
26
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
CORPORATE GOVERNANCE SHERAZ
RAMZAN
CHIE F
COMME RCIAL
OFFICE R
N
R
A
N
R
CHARLOTTE
O’SULLIVAN
INDE PE NDE NT
NON - E XECUTIVE
DIREC TOR
ROGER
MATHER
INDE PE NDE NT
NON - E XECUTIVE
DIREC TOR
Sheraz joined QUIZ in 2003 after
completing a degree in Engineering and
then a Master’s in Business Management.
Initially tasked with raising the profile of
the non-clothing merchandise part of the
business, he developed a fast and flexible
Far East supply chain, supporting growth
of the footwear and accessories ranges.
In his current role, Sheraz is responsible
for strategic planning, brand marketing
and facilitating Company growth by
engaging with new partners and territories.
He plays a role in overseeing the
development of the QUIZ domestic
and international online operations.
Charlotte has over 15 years’
experience in luxury marketing and
leading omni-channel business
transformation. She is the Marketing and
Digital Director at Mulberry Group plc,
where she is an executive board member
and is responsible for driving an integrated,
customer-centric business strategy across
the marketing, press and digital teams.
Charlotte previously held ecommerce and
marketing roles with decoration specialist
St Nicolas and luxury lingerie brand Myla,
before joining Mulberry in 2007.
Charlotte chairs the Nomination
Committee of QUIZ.
Roger was previously the Group
Finance Director and a board member
of Mulberry Group plc for eight years,
stepping down in May 2016. Roger is
a Fellow of the Institute of Chartered
Accountants in England and Wales having
trained professionally with Price Waterhouse.
He spent the previous ten years in senior
finance and commercial roles within the
multinational Otto Group based in both
Hong Kong and the United Kingdom.
Roger is also a Non-Executive Director
and the Audit Committee Chair of
Science in Sport plc. Roger chairs the
Audit Committee and the Remuneration
Committee of QUIZ.
A
N
R
Audit Committee
Nomination Committee
Remuneration Committee
Committee Chair
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
27
GOVERNANCE
FRAMEWORK
PETER COWGILL
Independent Non-Executive Chairman
I have pleasure in introducing the QUIZ plc
Corporate Governance Statement. The Board
continues to be committed to supporting
high standards of corporate governance.
In this section of the Annual Report we set
out our governance framework and describe
the work we have done to ensure good
corporate governance throughout
QUIZ plc and its subsidiaries.
BOARD GOVE RNANCE
The Company is listed on the Alternative Investment
Market of the London Stock Exchange. The Company
continues to adopt the Quoted Companies Alliance
Corporate Governance Code (the “QCA Code”). The
Directors support the principles contained in these
requirements and apply these where they consider they
are appropriate for a company of QUIZ plc’s size and
nature. The Directors are committed to continuing to
maintain high standards of corporate governance.
Further details are set out on the Group’s Investor
Relations website at www.quizgroup.co.uk/governance.
THE BOARD OF DIREC TORS
The Board comprises three Executive Directors and three
Non-Executive Directors reflecting a blend of different
experience and backgrounds. Each of the Non-Executive
Directors are considered “independent”. Further details
regarding the Directors are set out on pages 26 and 27.
The experience and knowledge of each of the Directors
give them the ability to constructively challenge strategy
and to scrutinise performance.
ROLE OF THE BOARD
The Board is collectively responsible for the long-term
success of the Group. It provides entrepreneurial leadership,
sets Group strategy, upholds the Group’s culture and values,
reviews management performance and ensures that the
Group’s obligations to shareholders are understood and met.
The Board is committed to a strong ethical corporate
culture and ensuring that the culture in the business is
consistent with the Company’s objectives, strategy and
business model as outlined in the Strategic Report and
addresses the principal risks and uncertainties. The Board
achieves this by:
• encouraging diversity, inclusion and equal opportunities
for all employees as outlined in the Social Responsibility
section of this report;
•
investment in training and development;
• regular communication with employees with regard
to developments in the business;
• appropriate induction for new employees;
•
investment in a head office which provides a creative
environment consistent with the Group’s values; and
• robust procedures to monitor and report upon
compliance from suppliers with the Group’s Ethical
Code of Practice.
The Board monitors and assesses the culture in the
business through feedback received at Board meetings
with regard to matters such as regular reports on ethical
compliance, compliance with health and safety standards
and personnel matters such as employee retention, feedback
from employees and training and development initiatives.
BUSINE SS MODE L AND STR ATEGY
QUIZ is an omni-channel fashion brand, specialising in
occasion wear and dressy casual wear. It delivers a distinct
proposition that allows its customers to stand out from
the crowd. Its business model encompasses online sales,
standalone stores, concessions, international franchises
and wholesale arrangements.
Amongst the key challenges in executing its business model
is ensuring products remain relevant and appropriately
priced for QUIZ’s customers. It works closely with
employees, customers, supplier and partners in executing
its strategy. Further details of this engagement are given
in the Section 172 Statement on pages 24 and 25.
HOW THE BOARD OPE R ATE S
The Executive Directors are responsible for business
operations and for ensuring that the necessary financial and
human resources are in place to carry out the Group’s
strategic aims. The Non-Executive Directors’ role is to
provide an independent view of the Group’s business, to
constructively challenge management and to help develop
proposals on strategy. The Board as a whole, reviews all
strategic issues and key strategic decisions on a regular basis.
All Directors take decisions objectively in the interests
of the Group.
The Chairman, aided by the Company Secretary, takes
responsibility for ensuring that the Directors receive
accurate, timely and clear information.
Directors are aware of their right to have any concerns
recorded in the Board minutes.
28
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
CORPORATE GOVERNANCE MAT TE RS RE SE RVE D FOR THE BOARD
The Board has a formal schedule of matters reserved to it
for decision, including the approval of annual operating and
capital expenditure plans and the review of performance
against these plans and the Group’s strategy and
objectives, treasury and risk management policies.
AT TE NDANCE AT BOARD
AND COMMIT TE E ME ETINGS
The table below shows the attendance of individual
Directors at Board and Committee meetings of which
they were members during the year.
BOARD ME ETINGS
The Board met nine times in the year.
This included five scheduled Board meetings with
the items covered including the evaluation of financial
performance; the monitoring of performance against key
budgetary targets; updates on governance, finance, legal
and risk matters; health and safety; and proposals for
any major items of capital expenditure. For all scheduled
Board meetings an agenda is established and a Board
pack is circulated at least 48 hours ahead of the meeting.
Attendance at meetings during the year is noted below.
The Board receives reports from the Executive Directors
to enable it to be informed of and supervise the matters
within its remit. The Board considers at least annually
the Group’s strategic plan.
Where issues arise at Board meetings, the Chairman
ensures that all Directors are properly briefed and, when
necessary, appropriate further enquiries are made.
In addition to scheduled meetings, the Board will convene
to consider significant issues as they arise. There were
four Board meetings in the current year to consider such
issues which included the administration of the subsidiary
Kast Retail Limited and consideration of supply chain
issues which arose during the year.
BOARD COMMIT TE E S
The Board has three separate Board Committees: Audit,
Remuneration and Nomination.
Each Committee has written terms of reference setting
out its duties, authority and reporting responsibilities, with
copies available on request from the Company Secretary.
The terms of reference of each Committee are kept under
review to ensure they remain appropriate and reflect any
changes in legislation, regulation or best practice. The
Company Secretary is the secretary of each Committee.
A report from each Committee follows this commentary
regarding the governance framework.
TIME COMMITME NTS
The Board is satisfied that the Chairman and each of the
Non-Executive and Executive Directors continue to be
able to devote sufficient time to the Company’s business.
The time commitment required from each Director
includes attending the Board and Committee meetings
outlined below, receiving and providing feedback on
business developments on a weekly and monthly basis
and being available between Board meetings for further
discussion and feedback.
EVALUATION
During the year the Chairman conducted an internal
evaluation of the Board (including sub-committees and
individual Board members). This evaluation considered
the performance, commitment and contribution of each
Director and that the Board members’ respective skills
complement each other and enhance the overall
operation of the Board. The results of this evaluation
were confirmed to the Board and its Committees to
advise whether they are operating to the satisfaction
of the Chairman and achieving their objectives.
The review supported the current structure, the skills
available and the overall operation of the Board with
no major changes being required.
It is considered that the Board provides an appropriate
mix of skills and personal qualities with substantial
experience of working across the retail sector with
expertise in different areas. This provides the Board with
the capabilities to deliver the strategy of the Group and
to benefit shareholders over the medium to long term.
DEVE LOPME NT
The Company Secretary ensures all Directors are kept
abreast of changes in relevant legislations and regulations,
with the assistance of the Group’s advisers where appropriate.
In addition, the Group is supportive in providing access
to training for any Directors who deem this necessary
to keep their skills up to date.
Board
Eligible
to attend
Audit
Committee
Remuneration
Committee
Nomination
Committee
Eligible
Eligible
Eligible
Attended
to attend Attended
to attend Attended
to attend Attended
Peter Cowgill
Tarak Ramzan
Sheraz Ramzan
Gerard Sweeney
Charlotte O’Sullivan
Roger Mather
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
As at 28 September 2021, the Board has met twice, the Audit Committee has met twice and the Remuneration and
Nomination Committees have met once since the end of the financial year. All applicable Directors attended these
meetings. Gerard Sweeney resigned from the Remuneration Committee during the year.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
29
G OV E R NA NC E F R A M E WOR K CONTINUED
E X TE RNAL APPOINTME NTS
In the appropriate circumstances, the Board may authorise
Executive Directors to take non-executive positions in
other companies and organisations provided the time
commitment does not conflict with the Director’s duties
to the Company. The appointment to such positions is
subject to Board approval.
CONFLIC TS OF INTE RE ST
At each meeting the Board considers Directors’ conflicts of
interest. The Company’s Articles of Association (the “Articles”)
provide for the Board to authorise any actual or potential
conflicts of interest.
INDE PE NDE NT PROFE SSIONAL ADVICE
Directors have access to independent professional advice
at the Company’s expense. In addition, they have access
to the advice and services of the Company Secretary,
who is responsible for advice on corporate governance
matters to the Board.
The Group continues to review its system of internal
control to ensure compliance with best practice, whilst
also having regard to its size and the resources available.
ANNUAL G E NE R AL ME ETING (“AG M ”)
The Company’s AGM will take place on 25 November 2021.
The Annual Report and Accounts and Notice of the AGM
will be sent to shareholders in advance of this date.
AU DITORS’ INDE PE NDE NCE
The Audit Committee reports to the Board on the
effectiveness, value and independence of the auditors
on an annual basis. The Audit Committee has established
guidelines for the value of non-audit services permitted
to be undertaken by the auditors above which their
specific approval is required to ensure that any such work
does not interfere with their independence. The Board is
satisfied with the independence and objectivity of the
auditors, RSM UK Audit LLP, and is recommending their
re-appointment at the AGM.
PETER COWGILL NON-EXECUTIVE CHAIRMAN
30 September 2021
DIREC TORS’ AND OFFICE RS’
LIABILIT Y INSU R ANCE
The Company has purchased directors’ and officers’
liability insurance during the year as allowed by the
Company’s Articles.
RISK MANAG E ME NT
AND INTE RNAL CONTROL S
The Board has ultimate responsibility for the Group’s
system of internal control and for reviewing its
effectiveness. However, any such system of internal
control can provide only reasonable, but not absolute,
assurance against material misstatement or loss.
The Board confirms that there are ongoing procedures
for identifying, evaluating and managing significant risks
faced by the Group and that it has reviewed these risks
and the procedures with management before the financial
year end. The Board considers that the internal controls
in place are appropriate for the size, complexity and risk
profile of the Group. The principal elements of the
Group’s internal control system include:
• the day-to-day management of the activities of
the Group by the Executive Directors;
• a detailed annual budget is prepared including an
integrated profit and loss account, balance sheet
and cash flow statement. The budget is approved
by the Board;
• monthly reporting of performance against the budget
is prepared and reviewed by the Board;
• a schedule of delegated authority is maintained which
defines levels of approval authority over such items as
capital expenditure, commercial contracts, litigation
and treasury matters; and
• the maintenance of a risk register which is reviewed
at least annually by the Board.
30
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT
• considering the reports from external auditors
identifying any accounting or judgemental issues
requiring the Board’s attention; and
• observations of internal controls and reviewing the
Company’s risks.
The Committee meets a minimum of twice per year.
ROLE OF THE E X TE RNAL AU DITORS
The Audit Committee reports to the Board on the
effectiveness, value and independence of the auditors on
an annual basis. The Audit Committee also approves the
extent of non-audit work undertaken by the auditors to
ensure that it does not interfere with their independence
and has established guidelines for the value of non-audit
services permitted to be undertaken by the auditors.
AU DIT PROCE SS
The external auditors prepare an audit plan that sets out
the scope of the audit, key areas of audit focus, audit
materiality and the audit timetable for audit work. This
plan is reviewed and agreed in advance by the Audit
Committee. Following the completion of their work,
the external auditors present their findings to the
Audit Committee for discussion.
INTE RNAL AU DIT
At present the Group does not have an internal audit
function. In view of the size and nature of the Group’s
business, the Committee believes that management
is able to derive assurance as to the adequacy and
effectiveness of internal controls and risk management
procedures without a formal internal audit function.
This will be kept under review as the business evolves.
RISK MANAG E ME NT
AND INTE RNAL CONTROL S
The Group has a framework of risk management and
internal control systems, policies and procedures. The
Audit Committee is responsible for reviewing the risk
management and internal control framework and ensuring
that it operates effectively. The Committee has reviewed
the framework and is satisfied that the internal control
systems in place are currently operating effectively.
WHISTLE B LOWING
The Group has in place a whistleblowing policy which
sets out the formal process by which an employee of the
Group may, in confidence, raise concerns about possible
improprieties in financial reporting or other matters.
During the period, there were no incidents for consideration.
GOING CONCE RN
The Directors have prepared a detailed financial forecast
with a supporting business plan covering the medium-term
future. Further detail on the going concern review is contained
in Note 1 of the financial statements. The forecast indicates
that the Group have adequate resources to continue in
operational existence for the foreseeable future. For this
reason, they continue to adopt the going concern basis in
preparing financial statements.
ROGER MATHER AUDIT COMMITTEE CHAIR
30 September 2021
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
31
ROGER MATHER
Committee Chair
OTHE R ME MB E RS
Peter Cowgill
On behalf of the Board, I am pleased to present the Audit
Committee Report for the year ended 31 March 2021.
The Committee’s responsibilities include monitoring
the Group’s compliance with corporate governance and
financial reporting requirements. It reviews the output of
external audits, internal reports on risk management and
internal control systems as well as the content of the
Group’s annual financial statements. It is responsible for
monitoring the extent of non-audit services and advising
on the appointment of external auditors.
In addition, the Committee reviews the effectiveness of
the Group’s internal controls and risk management systems
and reports on these to the Board. The ultimate responsibility
for reviewing and approving the Annual Report and Accounts
and the half-yearly reports remains with the Board.
ME MB E RS OF THE AU DIT COMMIT TE E
The Audit Committee comprises two Non-Executive
Directors: me, as Chair of the Committee, and Peter Cowgill.
The external auditors (RSM UK Audit LLP), Chief Executive
and Chief Financial Officer also attend Committee meetings
by invitation. The Committee has met twice since
30 November 2020, being the date the Group’s last
Annual Report was approved.
The Board is satisfied that I, as Chair of the Committee,
have recent and relevant financial experience. I am a
chartered accountant and was formerly Group Finance
Director at Mulberry Group plc.
The Committee has maintained dialogue with the auditors
outside of the scheduled meetings and meets with the
auditors without the presence of the Executive Directors
and members of the finance team.
DUTIE S
The duties of the Audit Committee are set out in its terms
of reference, which are available on request from the
Company Secretary.
Matters considered at these meetings included:
• reviewing and approving the Annual Report and
Financial Statements for the year ended 31 March 2021;
• discussion with the external auditors to confirm their
independence and scope for audit work;
NOMINATION COMMITTEE REPORT
AC TIVIT Y DU RING THE YE AR
The Committee met once during the year. Given that
there have been no resignations there was no requirement
for recruitment to the Board in the current year.
During the year the Committee has focused its work
on the following:
• The structure and composition of the Board and its
Committees: The Committee discussed the skills,
experience and diversity of the current Board and
Committee members taking into account the current
and future needs of the Group. The Committee
believes that the Board has the necessary balance of
skills, knowledge and experience for its current needs.
The Committee believes that the Directors are able to
devote sufficient time to the Group, taking into account
their other directorships.
• Succession planning: The Committee discussed
long-term succession planning and emergency cover,
and the need to identify and develop talent both within
the Group and from the wider market.
CHARLOTTE O’SULLIVAN
Committee Chair
OTHE R ME MB E RS
Tarak Ramzan
Roger Mather
On behalf of the Board, I am pleased to present the
Nomination Committee Report for the year ended
31 March 2021.
ME MB E RS OF THE
NOMINATION COMMIT TE E
The Nomination Committee comprises two Non-Executive
Directors, me, as Chair of the Committee, and Roger Mather,
and the Chief Executive, Tarak Ramzan.
TE RMS OF RE FE RE NCE
The Committee will keep its terms of reference under
review with the main objective of ensuring that an
appropriate management framework and governance
structure are in place.
CHARLOTTE O’SULLIVAN NOMINATION
COMMITTEE CHAIR
30 September 2021
DUTIE S
The duties of the Nomination Committee are set out
in its terms of reference, which are available on request
from the Company Secretary.
In carrying out its duties, the Nomination Committee
is primarily responsible for:
• reviewing the structure, size and composition
of the Board;
• recommending to the Board any changes required
for succession planning;
•
identifying and nominating for approval of the Board
candidates to fill vacancies as and when they arise;
• reviewing the results of the Board performance
evaluation process; and
• making recommendations to the Board concerning
suitable candidates for the membership of the Board’s
Committees and the re-election of Directors at the
annual general meeting.
The Nomination Committee meets at least once a year
and otherwise as required and reports to the Board on
how it has discharged its responsibilities.
32
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
CORPORATE GOVERNANCE DIRECTORS’ REMUNERATION REPORT
PRINCIPLE S APPLIE D
The Remuneration Committee is committed to complying
with the principles of good corporate governance in relation
to the design of its remuneration policy and, as such, our
policy takes account of the UK Corporate Governance Code
and other best practice guidance (for example, the QCA
Remuneration Guidance and the Investment Association’s
Principles of Remuneration), as far as is appropriate to the
Company’s management structure, size and listing.
The Non-Executive Directors of the Committee have
no personal financial interest, other than as shareholders,
in the matters to be decided. They have no conflicts of
interest arising from cross-directorships or from being
involved in the day-to-day business of the Group.
RE MU NE R ATION OF
NON ‑ E XECUTIVE DIREC TORS
The Non-Executive Directors each receive a fee for their
services, which is agreed by the Board taking into account
the role to be undertaken. They are entitled to participate
in the Company pension arrangements but do not participate
in any of the equity or bonus schemes other than in relation
to a Warrant Instrument entered into with Peter Cowgill
on 18 July 2017 as described below.
Each Non-Executive Director who was in office during
the year was initially appointed for a 36-month term from
28 July 2017 unless terminated earlier by either party giving
the other two months’ written notice. Each continues
in their position with the same conditions with regards
to termination.
RE M U NE R ATION POLICY
FOR E XECUTIVE DIREC TORS
The Committee’s overarching aim is to attract and retain
the highest calibre Directors and ensure reward for
performance is competitive and appropriate for the
results delivered. The remuneration package for each
Executive Director incorporates performance and
non-performance-related elements and:
•
includes a market competitive salary, the level of
which reflects the particular Director’s experience
and the nature and complexity of their work;
• rewards the Director’s personal performance
(through the award of annual bonuses) and provides
an appropriate link to the Company’s long-term
performance and continued success (through the
operation of share-based incentive schemes);
• provides post-retirement benefits through
contributions to an individual’s pension schemes
or an equivalent cash alternative; and
• provides employment-related benefits including the
provision of a company car or cash alternative, life
assurance, insurance relating to the Director’s duties,
and medical insurance.
Each of the Executive Directors has a service contract
with the Company that is terminable on twelve months’
notice by either party.
ROGER MATHER
Committee Chair
OTHE R ME MB E RS
Charlotte O’Sullivan
On behalf of the Board, I am pleased to present the
Remuneration Committee Report for the year ended
31 March 2021.
The following narrative disclosures are prepared on
a voluntary basis, are not subject to audit and will not
be put to an advisory shareholder vote.
ME MB E RS OF THE
RE M U NE R ATION COMMIT TE E
The Remuneration Committee comprises two Non-Executive
Directors, me, as Chair of the Committee and Charlotte
O’Sullivan. Gerard Sweeney, the Chief Financial Officer,
was a member of the Remuneration Committee during
the year until he resigned from the Committee on
19 January 2021 to ensure compliance with best practice
with regards to membership criteria.
The Executive Chairman, Chief Financial Officer and
external advisers may be invited to attend meetings
of the Remuneration Committee but do not take part
in the decision making. The Company Secretary acts
as secretary to the Committee.
DUTIE S
The duties of the Remuneration Committee are set out
in its terms of reference, which are available on request
from the Company Secretary. The terms of reference
have been approved for the Remuneration Committee
and are reviewed annually.
The Committee’s primary responsibility is to determine,
on behalf of the Board, the policy for the remuneration of
the Executive Directors, the Company Secretary and such
other members of the Executive Management Team of the
Group as is deemed appropriate. It is furthermore responsible
for determining the total individual remuneration packages
of each Director including, where appropriate, bonuses,
incentive payments and share options.
The remuneration of the Non-Executive Directors
is a matter for the Board.
No Director or senior manager may be involved in any
decision as to his/her own remuneration.
The Remuneration Committee meets at least twice a year.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
33
DI R EC T OR S’ R E M U N E R AT ION R E P ORT CONTINUED
SAL ARIE S , BONUSE S AND OTHE R
INCE NTIVE SCHE ME S
Each Executive Director receives a base salary and the
opportunity to earn an annual bonus that is linked to the
achievement of targeted levels of profit before tax in the
relevant financial year. Annual bonuses will not normally
exceed 100% of an individual’s salary.
Long-term incentives are provided through the operation
of the following arrangements that were first introduced
in July 2017:
• the QUIZ Company Share Option Plan (“CSOP”), which
allows tax advantaged options to be granted over the
Company’s shares to selected employees of the Group
(including Executive Directors); and
• the QUIZ Employee Share Option Plan (“ESOP”), which
enables non-tax advantaged options to be granted
to the same category of individuals.
Options granted under the CSOP and ESOP generally
vest after three years. No options were granted under
the CSOP or ESOP in the year. Currently the ESOP is
not being utilised.
The price per share payable on their exercise will normally
be equal to the market value of a share on the date they
were originally granted. Further detail of the options
granted are provided in Note 25.
Given the existing size of their shareholdings, neither
Tarak Ramzan nor Sheraz Ramzan have been granted
awards under the CSOP.
The following information is required by the AIM Rules:
Basic
salary/fees
£000
Bonus
£000
Taxable
benefits
£000
Pension
contributions
£000
2021
Total
£000
Basic
salary/fees
£000
Bonus
£000
Taxable
benefits
£000
Pension
contributions
£000
2020
Total
£000
Executive
Directors
Tarak Ramzan
Gerard Sweeney
Sheraz Ramzan
Non-Executive
Directors
Peter Cowgill
Charlotte O’Sullivan
Roger Mather
158
127
117
65
34
39
540
—
—
—
—
—
—
—
15
10
9
—
—
—
34
22
13
13
1
1
—
50
195
150
139
66
35
39
180
130
130
75
35
40
624
590
—
—
—
—
—
—
—
16
10
9
—
—
—
35
22
13
13
1
1
—
218
153
152
76
36
40
50
675
Further to the challenging trading conditions experienced during the COVID-19 pandemic, the Directors supported the
business by reducing their salaries by between 10% and 50% for a three-month period. In addition, the Executive Directors
deferred the payment of a proportion of their salaries by between 10% and 50% for the remainder of the year. As a
result, total salary payments of £116,250 included in the table above have been deferred; comprising £67,500 due to
Tarak Ramzan, £9,750 due to Gerard Sweeney and £39,000 due to Sheraz Ramzan. These deferred payments remain
outstanding. It is intended that they will be paid to the directors when the business has stabilised which will be
determined by reference to the financial results for each six-month period post 31 March 2021.
Each of the Executive Directors receive a car allowance which is included under taxable benefits along with the cost
of providing healthcare benefits and life assurance.
Pension contributions are paid into defined contribution schemes for four Directors. Gerard Sweeney receives a cash
payment in lieu of pension contributions.
The above table does not include the value of share options or share awards to or held by the Directors.
WARR ANT INSTRU ME NT
Peter Cowgill
31 March
2019
186,355
Granted
Exercised
31 March
2020
Granted
Exercised
31 March
2021
Exercise
price
(pence)
—
—
186,355
—
—
186,355
80.50
The warrants are exercisable from 28 July 2017 to the earlier of their full exercise, Peter Cowgill ceasing to be a Director
or the takeover of the Company.
34
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
CORPORATE GOVERNANCE
OPTIONS G R ANTE D U NDE R THE CSOP
Scheme
31 March
2020
Granted
Exercised
Surrendered
31 March
2021
Exercise
price
(pence)
Gerard Sweeney
CSOP
180,600
—
—
— 180,600
15.75
The above options vest after three years and have no performance conditions. Further details of the CSOP are
outlined in Note 25 of the financial statements.
E X TE RNAL NON - E XECUTIVE DIREC TOR POSITIONS
The Company allows Executive Directors to hold external directorships subject to agreement by the Chair
on a case-by-case basis and, at the discretion of the Committee, to retain the fees received from those roles.
SHARE PRICE INFORMATION
The market price of the QUIZ plc ordinary shares at 31 March 2021 was 12.78 pence and the range during the year
was 4.75–12.78 pence.
STATE ME NT OF DIREC TORS’ SHARE HOLDINGS AND SHARE INTE RE STS
The interests of the Directors and their immediate families in the Group’s ordinary shares as at 31 March 2021
were as follows:
Executive Directors
Tarak Ramzan
Gerard Sweeney
Sheraz Ramzan
Non-Executive Directors
Peter Cowgill
Charlotte O’Sullivan
Roger Mather
ROGER MATHER REMUNERATION COMMITTEE CHAIR
30 September 2021
Beneficially owned
Unvested outstanding
share awards
2021
2020
2021
2020
25,313,539 25,313,539
12,422
6,579,334 6,579,334
12,422
—
180,600
—
—
180,600
—
93,168
6,213
12,422
93,168
6,213
12,422
186,335
—
—
186,335
—
—
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
35
DIRECTORS’ REPORT
The Directors present their Annual Report on the affairs
of the Group, together with the financial statements and
Auditors’ Report, for the year ended 31 March 2021.
PRINCIPAL AC TIVITIE S
The principal activity of the Company is that of a holding
company. The principal activity of its subsidiary
undertakings is that of retailing clothes.
BUSINE SS REVIEW
The Directors are required to prepare the financial
statements in accordance with applicable law and
International Accounting Standards in conformity with the
requirements of the Companies Act 2006. These set out
the requirement for a fair review of the business, its
position at the year end and a description of the principal
risks and uncertainties facing the Group. The Strategic
Report on pages 2 to 25 provides this commentary and
these are incorporated by cross-reference and form part
of this report.
% of issued
share capital held
Tarak Ramzan
Stonehage Fleming & Partners
Schroder Investment Management Limited
Omar Aziz
Kasim Akram
Nusrat Ramzan
Sheraz Ramzan
Mussarat Ramzan
Hargreaves Lansdown Asset Management
Haris Ramzan
Quaero Capital
Interactive Investor
14.3
11.9
11.2
6.4
6.3
6.1
5.3
5.2
5.1
5.0
4.4
4.1
FINANCIAL RISK MANAG E ME NT
Details of financial risk management, objectives and
policies are detailed in Note 29 to the financial statements.
RE SU LTS AND DIVIDE NDS
Results for the year ended 31 March 2021 are set out in
the consolidated statement of comprehensive income on
page 45. No dividends were paid in the current or prior
year and no final dividend is recommended.
GOING CONCE RN
The Group’s going concern statement can be found
in the Basis of preparation section in Note 1 to the
financial statements.
DIREC TORS
The biographies of the Directors in office at the date
of this report are set out on pages 26 and 27.
Details of the Directors’ beneficial interests are set out
in the Remuneration Report on page 35.
The Company has purchased directors’ and officers’
liability insurance during the year as allowed by the
Company’s Articles.
SHARE CAPITAL AND SU BSTANTIAL
SHARE HOLDE RS
Details of the issued share capital, together with details
of the movements during the year, are shown in Note 24
to the financial statements. The Company has one class
of ordinary share and each ordinary share carries the right
to one vote at general meetings of the Company.
At 31 March 2021 the Company had been notified of the
following substantial shareholders comprising 3% or more
of the issued ordinary share capital of the Company:
POST- BAL ANCE SHE ET EVE NTS
There are no material post-balance sheet events
to be disclosed.
FUTU RE DEVE LOPME NTS
The Strategic Report on pages 2 to 25 sets out the likely
future developments of the Group.
POLITICAL DONATIONS
No political donations were made during the year under
review (2020: £Nil).
E NGAG E ME NT WITH STAKE HOLDE RS
The Board’s responsibilities to promote the success of
the Group are outlined in the Section 172 Statement on
pages 24 and 25. Whilst not a requirement under Jersey
Company law, disclosures are presented in line with the
requirements of Section 172 of the United Kingdom
Companies Act 2006, as modified by the Companies
(Miscellaneous Reporting) Regulations 2018.
36
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
CORPORATE GOVERNANCE STRE AMLINE D E NE RGY AND
CARBON RE PORTING
Our Streamlined Energy and Carbon Reporting
is set out in the Social Responsibility section
of this report.
E MPLOYE E INVOLVE ME NT
The Directors recognise that communication with
the Group’s employees is essential and the Group
places importance on the contributions and views
of its employees. Details of employee involvement
are set out in the Social Responsibility Report on
page 22 and Section 172 Statement on page 24.
DISAB LE D E MPLOYE E S
Details of the Group’s policy in relation to disabled
employees are set out in the Social Responsibility
Report on page 23.
DISCLOSU RE OF INFORMATION
TO THE AU DITORS
In the case of each Director in office at the date the
Directors’ Report is approved, the following applies:
• the Director knows of no information, which
would be relevant to the auditors for the purpose
of their Auditors’ Report, of which the auditors
are not aware; and
• the Director has taken all steps that he/she ought
to have taken as a Director to make him/herself
aware of any such information and to establish
that the auditors are aware of it.
AU DITORS
The auditors, RSM UK Audit LLP, have indicated their
willingness to continue in office and a resolution
seeking to re-appoint them will be proposed at the
AGM. This Directors’ Report was approved by the
Board of Directors and authorised for issue on
30 September 2021.
ANNUAL G E NE R AL ME ETING
The Company’s AGM will be held on
25 November 2021.
GERARD SWEENEY COMPANY SECRETARY
30 September 2021
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
37
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for keeping accounting
records which are sufficient to show and explain the
Group’s transactions and are such as to disclose with
reasonable accuracy at any time the financial position
of the Group and enable them to ensure that the
financial statements comply with the requirements of the
Companies (Jersey) Law 1991. They are also responsible
for safeguarding the assets of the Group and hence for
taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Quiz plc website.
Legislation in Jersey governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
On behalf of the Board
TARAK RAMZAN CHIEF EXECUTIVE
GERARD SWEENEY CHIEF FINANCIAL OFFICER
30 September 2021
The Directors are responsible for preparing the Strategic
Report, the Directors’ Report and the financial statements
in accordance with applicable law and regulations.
Jersey company law requires the Directors to prepare
Group financial statements for a period of not more
than 18 months in accordance with generally accepted
accounting principles. The Directors have elected under
the AIM Rules of the London Stock Exchange and Jersey
company law to prepare the Group financial statements
in accordance with International Accounting Standards
in conformity with the requirements of the
Companies Act 2006.
The financial statements of the Group are required by law
to give a true and fair view of the state of the Group’s affairs
at the end of the financial period and of the profit or loss
of the Group for that period and are required by International
Accounting Standards in conformity with the requirements
of the Companies Act 2006 to present fairly the financial
position and performance of the Group.
In preparing the Group financial statements,
the directors should:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are reasonable
and prudent;
• for the Group financial statements, state whether they
have been prepared in accordance with International
Accounting Standards in conformity with the
requirements of the Companies Act 2006; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group will continue in business.
38
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
CORPORATE GOVERNANCE I N DE PE N DE N T AU DI T OR’ S R E P ORT
TO THE MEMBERS OF QUIZ PLC
OPINION
We have audited the financial statements of Quiz PLC and its subsidiaries (the ‘group’) for the year ended 31 March 2021
which comprise consolidated statement of comprehensive income, consolidated statement of financial position,
consolidated statement of changes in equity, consolidated statement of cashflows and notes to the financial statements,
including significant accounting policies The financial reporting framework that has been applied in their preparation is
applicable law and International Accounting Standards in conformity with the requirements of the Companies Act 2006.
In our opinion, the financial statements:
• give a true and fair view of the state of the group’s affairs as at 31 March 2021 and of the group’s profit for the year
then ended;
• have been properly prepared in accordance with International Accounting Standards in conformity with the
requirements of the Companies Act 2006; and
• have been properly prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the group 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 entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
CONCLUSIONS RE L ATING TO GOING CONCE RN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s
ability to continue to adopt the going concern basis of accounting included:
• Review of management’s approved board paper which set out the going concern basis, key forecasting assumptions,
sensitivities and conclusion.
• Obtaining copies of management’s forecasts and sensitivity analysis for the Group and checking the mathematical
accuracy of the forecasts.
• Assessment of the forecasts compared to historical trading results and the key assumptions for expected growth,
margin improvement and capital expenditure plans.
• Undertaking our own stress test to consider circumstances under which headroom would be eroded.
• Verifying the committed facilities available to the Group for the forecast period and the headroom this provided
to the Group.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
SU MMARY OF OU R AU DIT APPROACH
Key audit matters
• Valuation of inventory.
• Coronavirus Job Retention Scheme income.
• Accounting for loss of control of Kast Retail Limited and Zandra Retail Limited asset
purchase agreement.
• Going concern.
Materiality
• Overall materiality: £509,000 (2020: £501,000).
• Performance materiality: £382,000 (2020: £376,000).
Scope
Our audit procedures covered 100% of revenue, 100% of total assets and 98% of profit before tax.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
39
I N DE PE N DE N T AU DI T OR’ S R E P ORT CONTINUED
TO THE MEMBERS OF QUIZ PLC
KEY AU DIT MAT TE RS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the group financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall
audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the group financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Valuation of inventor y
Key audit matter
description
(as noted in the critical
estimates and
judgements section
of the financial
statements on
page 55)
The Group purchases a significant quantity of its inventory from overseas suppliers. The impact
of foreign exchange movements, together with the inherent nature of the goods which are
typically subjected to high stock-turn, increases the risk that unit costs are not accurately
reflected in the underlying stock records, meaning the cost against which net realisable value
is compared may be incorrectly recorded in the underlying stock records.
For periods during the year, including immediately prior to the year end, the Group was forced
to close all of its UK stores and concessions in response to the COVID 19 pandemic. This is
likely to have had a significant impact on the underlying net realisable value of year end stock
which is expected to result in discounting to react to changes in consumer tastes.
As a result, there an increased risk that stock is not carried at the lower of cost and net
realisable value and that the level of provisions is not sufficient. The Group has made provision
for anticipated slow moving and unsaleable stock based upon the ageing profile of stock lines
and on future anticipated demand of the most recent stock lines.
Provision of £3,688,000 (2020: £4,305,000) has been made against stock, leaving a carrying
value of £11,087,000 (2020: £9,693,000). This provisioning has been made based on the
ageing of stock lines and anticipated sell through.
How the matter was
addressed in the audit
We documented and reconfirmed our understanding of the Group’s policies in relation to the
measurement of unit cost, classification of current trends/seasons and the determination and
application of provisions against the carrying value of stock.
We completed tests of detail to test the unit cost for a sample of stock lines to source
documentation from suppliers and compared that value to proceeds from subsequent sales.
We reviewed post year end trading activity to compare net realisable value with the carrying
value at the reporting date to test whether the provision applied by management is free from
material misstatement either as a result of error or bias.
We reviewed and challenged the reasonableness and appropriateness of the policy and
current year’s inventory provision.
We also considered the reasonableness of the prior year inventory provision.
Coronavirus Job Retention Scheme income
Key audit matter
description
(as detailed in note 5
on page 57)
During the year the Group utilised the Coronavirus Job Retention Scheme in place due to the
closures of businesses impacted by the COVID-19 pandemic. The Group received support
from the government of £6,943,000 (2020: £Nil).
The scheme provides for the reimbursement of wages for employees who were placed on
furlough leave. Under the scheme the Group applied for the reimbursement of up to 80%
of employees’ wage costs up to £2,500 per month for wages payable from 1 April 2020.
The penalties for errors can result in large HMRC fines therefore there is a potential for
a material impact on the financial statements.
How the matter was
addressed in the audit
We undertook a detailed discussion around the claim process and controls in place
to understand the potential risks.
We engaged a specialist to review specific areas of the claims, where necessary.
We undertook detailed testing on the furlough grant income.
We considered whether the furlough income was correctly disclosed separately as other
operating income and that a new accounting policy is included within the financial statements.
40
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS KEY AU DIT MAT TE RS continued
Accounting for loss of control of Kast Retail Limited and Zandra Retail Limited
asset purchase agreement
Key audit matter
description
(as noted in the
critical estimates and
judgements section of
the financial statements
on page 55 and note 8
and 9 on page 58)
Kast Retail Limited and its subsidiary Kast International Spain SL, suffered most severely from
the lockdowns imposed by the UK Government in March 2020, As the companies were forced
to close stores during lockdown, arrears of property related costs built up and in June 2020
the companies entered Administration. A gain on the entering into administration of subsidiary
undertaking amounting to £10,364,000 (2020: £Nil) was recognised in the income statement.
An agreement was subsequently reached for the newly formed Group entity, Zandra Retail
Limited, to purchase the assets and business of Kast Retail Limited from the Administrator.
Selected assets were purchased for total consideration of £1.3m by Zandra Retail Limited.
The purchase of trade and assets has been accounted for as a business combination under
IFRS 3: Business Combinations.
A gain on bargain purchase arising on acquisition amounting to £5,216,000 (2020: £Nil)
was recognised in the income statement.
How the matter was
addressed in the audit
We considered the treatment of the Kast Retail administration and loss of control by the
Group the derecognition of the net assets at the point Kast Retail and its subsidiary entered
administration and calculation of the gain on disposal of subsidiary undertaking.
We reviewed the sale and purchase agreement and challenged management’s assessment
of whether the transaction met the definition of a business combination in line with the
requirements of IFRS 3.
We reviewed and recalculated the gain on bargain purchase and we challenged management’s
initial assessment of fair values and asked them to reassess these as required when there
is a bargain purchase.
We reviewed the accuracy and completeness of disclosures in the financial statements
to considered whether these are in line with the accounting standards and recommended
to management changes to the disclosure which were subsequently updated.
G oing concern
Key audit matter
description
(as detailed in the
accounting policies
of the financial
statements on
page 49)
In considering the going concern basis of accounting management should make and document
an assessment of the Group’s ability to continue as a going concern which must cover a period
of at least twelve months from the date of approval of the financial statements.
When making their assessment, if management are aware of material uncertainties related
to events or conditions that may cast significant doubt upon the ability to continue as a going
concern, then those uncertainties shall be disclosed.
In relation to management’s going concern assessment we required a detailed and robust
review of up to date forecasts, cash flows, sensitivity analyses and reviews of contingency
plans and impact assessments to be conducted by management.
How the matter was
addressed in the audit
See details under conclusions relating to going concern.
OU R APPLICATION OF MATE RIALIT Y
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing
and extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and
on the financial statements as a whole, could reasonably influence the economic decisions of the users we take into
account the qualitative nature and the size of the misstatements. Based on our professional judgement, we determined
materiality as follows:
Overall materiality
£509,000 (2020: £501,000).
Basis for determining overall
materiality
5% of result before tax based on planning information after adjustment for the
exceptional gain on the administration and gain on bargain purchase of Kast Retail.
Rationale for benchmark applied Underlying result before tax is key driver for shareholders.
Performance materiality
£382,000 (2020: £376,000).
Basis for determining
performance materiality
75% of overall materiality.
Reporting of misstatements
to the Audit Committee
Misstatements in excess of £25,400 and misstatements below that threshold that,
in our view, war-ranted reporting on qualitative grounds.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
41
I N DE PE N DE N T AU DI T OR’ S R E P ORT CONTINUED
TO THE MEMBERS OF QUIZ PLC
AN OVE RVIEW OF THE SCOPE OF OU R AU DIT
The group consisted of 10 components, the majority of which are based in the UK, with operations in ROI and in Spain.
The coverage achieved by our audit procedures was:
Number of components Revenue
Total assets
Profit before tax
Full scope audit
Specific audit procedures
Total
8
2
10
100%
100%
100%
100%
100%
100%
98%
2%
100%
OTHE R INFORMATION
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the other information and 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.
MAT TE RS ON WHICH WE ARE REQU IRE D TO RE PORT BY E XCE PTION
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires
us to report to you if, in our opinion:
• proper accounting records have not been kept by the parent company or proper returns adequate for our audit
have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• we have failed to obtain any information or explanation that, to the best of our knowledge and belief, was necessary
for our audit.
RE SPONSIBILITIE S OF DIREC TORS
As explained more fully in the directors’ responsibilities statement set out on page 38, 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 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 to cease operations, or have no realistic
alternative but to do so.
AU DITOR’S RE SPONSIBILITIE S FOR THE AU DIT OF THE FINANCIAL STATE ME NTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
THE E X TE NT TO WHICH THE AUDIT WAS CONSIDE RE D CAPAB LE OF DETEC TING
IRREGU L ARITIE S , INCLU DING FR AU D
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain
sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial statements, to perform audit procedures to help
identify instances of non-compliance with other laws and regulations that may have a material effect on the financial
statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations
identified during the audit.
42
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS THE E X TE NT TO WHICH THE AUDIT WAS CONSIDE RE D CAPAB LE OF DETEC TING
IRREGU L ARITIE S , INCLUDING FR AU D continued
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the
financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud through designing and implementing appropriate responses and to respond
appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance,
to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and
for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit
engagement team:
• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework,
that the group operate in and how the group is complying with the legal and regulatory framework;
•
inquired of management, and those charged with governance, about their own identification and assessment
of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; and
• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment
of how and where the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation/Regulation
Additional audit procedures performed by the Group audit engagement team included:
IFRS, Companies (Jersey) Law
1991 and AIM Listing Rules
Review of the financial statement disclosures and testing to supporting
documentation.
Employment legislation
(including Coronavirus Job
Retention Scheme regulations
Completion of disclosure checklists to identify areas of non-compliance.
See the key audit matters section of this report for work performed on this area.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
Audit procedures performed by the Group audit engagement team:
Revenue recognition
Carrying value of Group
goodwill and other intangibles
We documented and carried out walk-through tests on the systems and controls
relevant to revenue and tested the amounts reported in the financial statements
using data analytics and tests of detail.
We reviewed evidence prepared by management to support their opinion that
the carrying values are reasonable. Such evidence included cash flow and profit
forecasts prepared by management. We reviewed the integrity and accuracy of
the models used and challenged the assumptions in relation to future performance.
We reviewed the discount rate utilised in the impairment review to evaluate the
suitability of the discount rate.
Valuation of inventory
See the key audit matters section of this report for work performed on this area.
Management override of
controls
• Testing the appropriateness of journal entries and other adjustments;
• Challenging management in relation to accounting estimates for inventory
provisions;
• Assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
A further description of our responsibilities for the audit of the financial statements is included in appendix 1 of this
auditor’s report.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
43
I N DE PE N DE N T AU DI T OR’ S R E P ORT CONTINUED
TO THE MEMBERS OF QUIZ PLC
USE OF OU R RE PORT
This report is made solely to the company’s members, as a body, in accordance with Article 113A of the Companies
(Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
GRAHAM BOND FCA
FOR AND ON BEHALF OF RSM UK AUDIT LLP, AUDITOR
CHARTERED ACCOUNTANTS
14TH FLOOR
20 CHAPEL STREET
LIVERPOOL
L3 9AG
30 September 2021
APPE NDIX 1: AU DITOR’S RE SPONSIBILITIE S FOR THE AU DIT OF THE
FINANCIAL STATE ME NTS
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the group to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, including the FRC’s Ethical Standard as applied to listed entities, and
communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
44
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS CONSOL I DAT E D STAT E M E N T OF COM PR E H E NSI V E I NCOM E
YEAR ENDED 31 MARCH 2021
Continuing operations
Revenue
Cost of sales
Gross profit
Recurring administrative costs
Non-recurring administrative costs
Total administrative costs
Distribution costs
Government grants
Other operating income
Total operating costs
Operating loss
Gain arising on disposal of subsidiary undertaking
Gain on bargain purchase arising on acquisition
Profit/(loss) before financing and taxation
Finance income
Finance costs
Profit/(loss) before income tax
Income tax credit
Profit/(loss) for the year
Other comprehensive income
Foreign currency translation differences – foreign operations
Profit/(loss) and total comprehensive income for the year attributable to
owners of the parent
Profit/(loss) per share
Basic and diluted earnings per share
All of the above income is attributable to the shareholders of the parent company.
Notes
2021
£000
2020
£000
3
4
5
7
8
9
10
10
11
39,703
(18,516)
118,020
(46,892)
21,187
71,128
(30,476)
—
(30,476)
(8,304)
8,163
69
(54,681)
(26,337)
(81,018)
(18,810)
—
38
(30,548)
(99,790)
(9,361)
10,364
5,216
6,220
45
(239)
6,027
186
(28,662)
—
—
(28,662)
28
(811)
(29,445)
418
6,212
(29,027)
(20)
62
6,192
(28,965)
12
5.00p
(23.37)p
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
45
CONSOL I DAT E D STAT E M E N T OF F I NA NC I A L P OSI T ION
AS AT 31 MARCH 2021
Assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Loans and borrowings
Lease liabilities
Derivative financial liabilities
Corporation tax payable
Total current liabilities
Non-current liabilities
Lease liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Called-up share capital
Share premium
Merger reserve
Retained earnings
Total equity attributable to the owners of the parent company
31 March
2021
£000
31 March
2020
£000
Notes
14
15
16
22
17
18
26
19
20
15
21
5,218
2,981
3,413
74
7,270
2,992
4,061
—
11,686
14,323
11,087
3,590
4,183
9,693
7,110
6,897
18,860
23,700
30,546
38,023
(8,202)
(2,662)
(1,866)
(21)
—
(11,367)
—
(6,388)
(36)
(149)
(12,751)
(17,940)
15
22
(1,099)
(74)
(9,950)
(7)
(1,173)
(9,957)
(13,924)
(27,897)
16,622
10,126
24
24
24
24
373
10,315
1,130
4,804
373
10,315
915
(1,477)
16,622
10,126
These financial statements of QUIZ plc, registered number 123460, on pages 45 to 71 were approved by the Board
of Directors and authorised for issue on 30 September 2021 and were signed on its behalf by:
TARAK RAMZAN
CHIEF EXECUTIVE
30 September 2021
GERARD SWEENEY
CHIEF FINANCIAL OFFICER
46
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS CONSOL I DAT E D STAT E M E N T OF C H A NGE S I N EQU I T Y
YEAR ENDED 31 MARCH 2021
At 1 April 2019
Loss and total comprehensive income for the
year
Impact of IFRS 16 implementation
Share-based payments charge
At 31 March 2020
Profit and total comprehensive income for
the year
Share-based payments charge
Movement arising from administration of
subsidiary
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Retained
earnings
£000
Total
£000
Notes
373
10,315
915
29,196
40,799
—
—
—
—
—
—
—
—
—
(28,965)
(1,739)
31
(28,965)
(1,739)
31
373
10,315
915
(1,477)
10,126
—
—
—
—
—
—
—
—
6,192
89
6,192
89
215
—
215
25
25
24
At 31 March 2021
373
10,315
1,130
4,804
16,622
All equity is attributable to the owners of the parent for both financial years.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
47
CONSOL I DAT E D C A SH F L OW STAT E M E N T
YEAR ENDED 31 MARCH 2021
Cash flows from operating activities
Cash generated by operations
Profit/(loss) for the year
Adjusted for:
Depreciation of property, plant and equipment
Impairment of property, plant and equipment
Depreciation of right-of-use assets
Impairment of right-of-use assets
Amortisation of intangible assets
Impairment of intangible assets
Gain from disposal of subsidiary undertaking
Gain from acquisition
Share-based payment charges
Exchange movement
Finance cost expense
Income tax credit
(Increase)/decrease in inventories
Decrease in receivables
Increase/(decrease) in payables
Net cash generated from operating activities
Interest paid
Income taxes refunded/(paid)
Net cash (outflow)/inflow from operating activities
Cash flows from investing activities
Payments to acquire intangible assets
Payments to acquire property, plant and equipment
Payment to acquire trade and assets
Interest received
Net cash outflow from investing activities
Cash flows from financing activities
Loans received
Repayment of borrowings
Payment of lease liabilities
Net cash inflow/(outflow) from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rates
Year ended
31 March
2021
£000
Year ended
31 March
2020
£000
Notes
6,212
(29,027)
2,153
—
1,447
—
868
—
(10,364)
(5,216)
89
(2)
194
(186)
(1,486)
2,517
1,266
(2,509)
(55)
97
3,911
7,350
6,117
11,208
467
5,230
—
—
31
87
783
(418)
4,760
4,920
(4,273)
11,146
(696)
(255)
(2,467)
10,195
(220)
(101)
(1,302)
45
(1,528)
(2,548)
—
28
(1,578)
(4,048)
1,406
—
(1,316)
—
(40)
(6,739)
90
(6,779)
(3,955)
6,897
(15)
(632)
7,555
(26)
6,897
26
26
Cash and cash equivalents at end of year
27
2,927
The Group considers overdrafts to be an integral part of its cash management activities and these are included in cash
and cash equivalence for the purposes of the cash flow statement.
48
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S
YEAR ENDED 31 MARCH 2021
1 SIG NIFICANT ACCOU NTING POLICIE S
Basis of preparation
QUIZ plc (the “parent company”) is a public limited company, incorporated and domiciled in Jersey. It is listed on AIM.
The registered office of the Company is 22 Grenville Street, St Helier, Jersey, Channel Islands JE4 8PX, and the
principal activities and nature of the Group’s operations are set out in the Strategic Report on pages 2 to 25.
These financial statements for the year ended 31 March 2021 have been prepared in accordance with International
Accounting Standards in conformity with the requirements of the Companies Act 2006 and the Companies (Jersey)
Law 1991.
These are presented in Pounds Sterling because that is the currency of the primary economic environment in which the
Group operates. Monetary amounts in these financial statements are rounded to the nearest thousand. Foreign operations
are included in accordance with the policies set out below.
The annual financial statements have been prepared on the historical cost basis, except for certain financial assets and
liabilities which are carried at fair value.
The preparation of financial statements in accordance with International Accounting Standards in conformity with the
requirements of the Companies Act 2006 requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reported year. Although these estimates are based on management’s
best knowledge of current events and actions, actual results ultimately may differ from those estimates.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by
the Company (its subsidiaries, the “Group”) made up to 31 March each year. Control is achieved where the Company
is exposed or has the right to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee.
Business combinations
Acquisitions are accounted for using the acquisition method of accounting. The cost of an acquisition is the aggregate
of the fair values of the assets transferred, liabilities incurred or assumed, and equity instruments issued at the date
of acquisition. The consideration transferred includes the fair value of the asset or liability resulting from a deferred
or contingent consideration arrangement, unless that arrangement is dependent on continued employment of the
beneficiaries. Costs directly relating to an acquisition are expensed to the income statement. The identified assets
and liabilities and contingent liabilities are measured at their fair value at the date of acquisition.
The excess of cost of acquisition over the aggregate fair value of the Group’s share of the net identified assets plus
identified intangible assets is recorded as goodwill.
Should a gain from a bargain purchase arise due to the aggregate fair value of the Group’s share of the net identified
assets plus identified intangible assets being in excess of the cost of acquisition the gain on bargain purchase generated
is recognised as a gain in the comprehensive income statement.
Adoption of new and revised standards
There have been no new IAS adopted in the current year which have materially impacted the Group’s financial statements.
G oing concern
As with many businesses in the retail sector, the Group has been significantly impacted by COVID-19. The impact and
management’s response to it are set out in detail within the CEO’s Report and Financial Review.
The key judgements in relation to the going concern assessment are in respect of the potential impact of COVID-19
on the Group and the likelihood and impact of further social restrictions or lockdowns, including their duration and the
impact on consumer demand in the markets in which the Group operates.
When making these judgements, the Directors considered the current trading levels, which have been consistent with
management’s expectation, and the outlook for the Group against their detailed base case scenario and further
downside scenarios.
At 31 March 2021, the Group had cash net of bank borrowings of £1.5 million, being a £4.2 million cash balance offset
by a bank loan and overdraft totalling £2.7 million, and £0.9 million of unutilised banking facilities (2020: £6.9 million of
net cash and £3.5 million of unutilised banking facilities).
Borrowing facilities
The Group has £3.5 million of banking facilities, which were recently extended until 30 September 2022. These facilities
comprise a £2.0 million overdraft and £1.5 million working capital facility. There are no financial covenants associated
with these facilities, which are reviewed annually. Whilst the facilities are repayable on demand the Directors believe
that these facilities will be available to the Group through to 30 September 2022 and will be renewed in due course.
The Group had net cash of £3.8 million at 28 September 2021, being a £4.9 million cash balance offset by a bank loan
and overdraft totalling £1.1 million and £2.4 million of unutilised banking facilities.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
49
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
1 SIG NIFICANT ACCOU NTING POLICIE S continued
G oing concern continued
Forecast scenarios
The Directors have reviewed management’s business plan forecast for the period to 31 March 2023. The forecasts
have been produced on the following basis:
• Base case scenario assumes stores and concessions are open throughout the period under review. A sales recovery
is assumed to levels 5-10% below those generated prior to COVID-19 on a like-for-like basis throughout the period
under review for stores and concessions. Web sales are assumed to recover to previous levels by November 2021
and to achieve modest growth from April 2022. This reflects management’s estimates for the speed and extent of
the recovery across its different sales channels and markets. The assumed sales levels are consistent with those
currently achieved.
• Downside scenario assumes reduced sales in the period from September 2021 to April 2022 to reflect reduced
demand including assumed reductions in store and concessions sales of 25% on a like-for-like basis in November
and December 2021 and 80% in January and February 2022. Online sales are assumed to be 30% below their
base case scenario.
Within each forecast, management have reflected outstanding financial commitments and the impact of previously
realised cost savings. There are no further anticipated savings incorporated in response to any downside scenario for
reduced revenues nor is there any Government support or subsidies assumed, other than those previously announced
at the date of this report. Further actions could be undertaken to mitigate against any shortfalls arising from these
scenarios. These include reducing operating costs and capital expenditure, ceasing or suspending loss-making activities
and optimising working capital.
The Base Case and Downside scenario forecasts indicate the Group will remain within its available borrowing facilities
through the forthcoming twelve month period. Under the downside scenario the Group has more than £2.6 million
available liquidity headroom through-out the period under consideration.
G oing concern basis
Based on the assessment outlined above, the Directors have a reasonable expectation that the Group has access
to adequate resources to enable it to continue to operate as a going concern for the foreseeable future, being a
period of at least twelve months from the date when these financial statements are authorised to be issued. For these
reasons, the Directors consider it appropriate for the Group to continue to adopt the going concern basis of accounting
in preparing the Annual Report and financial statements. Accordingly, the financial statements of the Group have been
prepared on a going concern basis in accordance with International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and the Companies (Jersey) Law 1991.
Intangible asset s
G oodwill
The goodwill arose when Shoar (Holdings) Limited acquired the entire share capital of Tarak Retail Limited in 2012 and
reflects the difference between the fair value of the consideration transferred and the fair value of assets and liabilities
purchased. Goodwill is not amortised. Instead, goodwill is tested annually for impairment or if events or changes
in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses.
Other intangible asset s
Intangible assets purchased are recognised when future economic benefits are probable and are initially recognised
at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets are amortised to profit or loss on a straight-line basis over their useful lives, as follows:
Computer software
Trademarks
between 5 and 10 years
10 years
Amortisation is revised prospectively for any significant change in useful life or residual value. On disposal, the difference
between the net disposal proceeds and the carrying amount of the intangible asset is recognised in profit or loss.
All amortisation has been charged to administrative expenses in the statement of comprehensive income.
Proper ty, pl ant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation
and any impairment losses. Depreciation is provided on all property, plant and equipment, at rates calculated to write
off the cost or valuation of each asset to its estimated residual value on a straight-line basis over its expected useful
life, as follows:
Leasehold property
Computer equipment
straight line over the life of the lease
between 5 and 15 years
Fixtures, fittings and equipment
between 5 and 15 years
Motor vehicles
between 4 and 5 years
All depreciation has been charged to administrative expenses in the statement of comprehensive income.
50
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 1 SIG NIFICANT ACCOU NTING POLICIE S continued
Right- of-use asset s and lease liabilities
The Group recognises right-of-use assets and lease liabilities at the lease commencement date. The lease liabilities
are initially measured at the present value of the lease payments that are not yet paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. Generally, the Group uses the incremental borrowing rate as the discount rate and
this rate is determined on a portfolio basis and based on the lease term, in relation to asset type and location.
Lease liabilities are subsequently measured at amortised cost and are increased by the interest charge and decreased
by the lease payments made. Lease liabilities are remeasured when there is a change in future lease payments arising
from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual
value guarantee or, as appropriate, changes in the assessment of whether a renewal or purchase option is reasonably
certain to be exercised or a break clause is reasonably certain not to be exercised. The Group has applied judgement
to determine the lease term for those lease contracts that include a renewal or break option.
A lease modification is a change that was not part of the original terms and conditions of the lease and is accounted
for as a separate lease if it increases the scope of the lease by adding the right to use one or more additional assets
with a commensurate adjustment to the payments under the lease.
For a lease modification not accounted for as a separate lease, the lease liability is adjusted for the revised lease
payments, discounted using a revised discount rate. The revised discount rate used is the interest rate implicit in
the lease for the remainder of the lease term, or if that rate cannot be readily determined, the lessee company’s
incremental borrowing rate at the date of the modification.
Where the lease modification decreases the scope of the lease, the carrying amount of the right-of-use asset is
reduced to reflect the partial or full termination of the lease. Any difference between the adjustment to the lease
liability and the adjustment to the right-of-use asset is recognised in profit or loss.
For all other lease modifications, the adjustment to the lease liability is recognised as an adjustment to the right-of-use asset.
Right-of-use assets are initially measured at cost, which is an amount equal to the corresponding lease liabilities
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs and
dismantling or restoration costs, less any lease incentives received.
Right-of-use assets are subsequently measured at cost less any accumulated depreciation and impairment losses,
adjusted for certain remeasurements of the lease liabilities. Depreciation is calculated on a straight-line basis over the
expected useful economic life of a lease which is taken as the lease term.
Impairment of proper ty, pl ant and equipment , right- of-use asset s and intangible asset s
Property, plant and equipment, right-of-use assets and intangible assets are reviewed for impairment if events or
changes in circumstances indicate that the carrying amount may not be recoverable.
Management performs an impairment review for each cash-generating unit (“CGU”) that has indicators of impairment.
When a review for impairment is conducted, the recoverable amount of an asset or CGU is determined based on
value-in-use calculations using the Board approved budget and future outlook and is discounted using the weighted
average cost of capital. Forecasts beyond the period of the approved budget are based on management’s assumptions
and estimates. The value-in-use calculation for store CGUs are based on the remaining lease length of each store.
Future events could cause the forecasts and assumptions used in impairment reviews to change with a consequential
adverse impact on the results and net position of the Group as actual cash flows may differ from forecasts and could
result in further material impairments in future years.
The Directors consider an individual retail store to be a CGU, and in the current year have performed an impairment
review for each CGU. The discount rate used in the value-in-use calculation is the Group’s weighted average cost of
capital of 10% (2020: 10.0%).
The carrying value and impairment charge recognised for in the prior period is shown in Notes 4, 14 and 15. For the
year ended 31 March 2021 no impairment charge is required (2020: £18.6 million).
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
51
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
1 SIG NIFICANT ACCOU NTING POLICIE S continued
Revenue recognition
Revenue is recognised at fair value of the consideration received or receivable for the sale net of staff discounts
and value added tax.
Retail revenue is recognised when a Group entity sells a product to a customer. Wholesale revenue is recognised
when title has passed in accordance with the individual terms of trade. For retail and wholesale revenue, the primary
performance obligation is the transfer of goods to the customer. For retail revenue, this is considered to occur when
control of the goods passes to the customer. For store and concession retail revenue, control transfers when the
customer takes possession of the goods in store or concession and pays for the goods. For online retail revenue,
control is considered to transfer when the goods are dispatched for delivery to the customer. The timing of transfer
of control of the goods in wholesale transactions depends upon the terms of trade in the contract. Principally for
wholesale revenue, revenue is recognised either when goods are dispatched from the Group’s distribution centres,
or when the Group has delivered the goods to the location specified in the contract.
Sales of gift vouchers are treated as future liabilities, and revenue is recognised when the gift vouchers are redeemed
against a later transaction.
Returns
Cash refunds are available to customers returning unwanted products with proof of purchase within 14 days of the
date of purchase in store and within 28 days from the date of receipt for online sales.
Present obligations for the actual and estimated customer returns are recognised and measured as provisions when
it is probable that the Group will be required to settle the obligation under sales contracts. Returns provisions in
existence at the balance sheet date are expected to be utilised within twelve months; the provision is recalculated
at each balance sheet date taking into account recent sales and anticipated levels of returns.
G overnment grant s
Government grants are not recognised until there is reasonable assurance that the Group will comply with the
conditions attached to them and that the grants will be received.
Government grants are recognised in the Income Statement on a systematic basis over the periods in which the Group
recognises expenses and related costs for which the grants are intended to compensate. The receipt of Government
grants in respect of the Coronavirus Job Retention Scheme are included as other operating income in the period when
the employee wages, which are supplemented by the grant payment, are paid.
Ta xation
The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are
recognised when tax paid exceeds the tax payable.
Current tax is based on taxable profit for the year. Taxable profit differs from total comprehensive income because
it excludes items of income or expense that are taxable or deductible in other years or never taxable or deductible.
Current tax assets and liabilities are measured using the tax rates that have been enacted or substantively enacted
by the reporting date.
Deferred tax is recognised using the balance sheet liability method, on temporary differences arising between the tax
base of assets and liabilities and their carrying amount in the historical financial information. Deferred tax is calculated
at the tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when
the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed
at each reporting date.
Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to set off
current tax assets against current tax liabilities and it is the intention to settle these on a net basis.
Current and deferred tax is charged or credited in the profit or loss, except when it relates to items charged or credited
to other comprehensive income or equity, when the tax follows the transaction for the event it relates to and is also
charged or credited to other comprehensive income or equity.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first in, first out basis.
At each reporting date, the impairment of stock is assessed. Any excess of the carrying amount of stocks over its
estimated selling price is recognised as an impairment loss in profit or loss.
Finance income and f inance cost s
Finance income and finance costs include interest income and expense. Interest income is accrued on a time-
apportioned basis, by reference to the principal outstanding at the effective interest rate.
52
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 1 SIG NIFICANT ACCOU NTING POLICIE S continued
Employee benef it s
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required
to be recognised as part of the cost of stock or are capitalised as an intangible fixed asset or property, plant and equipment.
Retirement benef it s
The subsidiaries operate defined contribution pension schemes. For defined contribution schemes the amount charged
to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and
contributions paid are shown as either accruals or prepayments.
Foreign currency transactions
Functional and presentation currency
The individual financial statements of each subsidiary are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the consolidated financial statements, the results and
financial position of each subsidiary are expressed in Pounds Sterling, which is the functional currency of the Company
and the presentation currency for the consolidated statements.
Transactions and bal ances
Transactions in currencies other than the functional currency (foreign currencies) are initially recorded at the exchange
rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in
opening currencies are translated at the rate ruling at the date of the transaction or, if the asset or liability is measured
at fair value, the rate when that fair value was determined.
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on
non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also
recognised in other comprehensive income.
Provisions
Provisions are recognised when there is an obligation at the reporting date arising from a past event from which it is
considered probable that a transfer of economic benefits will occur and that obligation can be reasonably estimated.
Provisions are measured at the best estimate of the amounts required to settle the obligation. When the effect of
the time value of money is material, the provision is based on the present value of those amounts, discounted at the
pre-tax discount rate that reflects the risk specific to the liability. The unwinding of the discount is recognised within
finance costs.
Segment repor ting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker, being the Board of Directors. The chief operating decision maker is responsible for allocating resources
and assessing performance of operating segments.
The Directors consider that there are no identifiable business segments that are subject to risks and returns different
to the core business. The information reported to the Directors, for the purposes of resource allocation and
assessment of performance, is based wholly on the overall activities of the subsidiaries.
The Directors have therefore determined that there is only one reportable segment under IFRS 8. The results and
assets for this segment can be determined by reference to the statement of comprehensive income and statement
of financial position.
Financial instrument s
Recognition of f inancial instrument s
Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions
of the instrument.
Financial asset s
Initial and subsequent measurement of f inancial asset s
Trade receivables are initially measured at their transaction price. Group and other receivables are initially measured
at fair value plus transaction costs. Receivables are held to collect the contractual cash flows which are solely payments
of principal and interest. Therefore, these receivables are subsequently measured at amortised cost using the effective
interest rate method.
Impairment of f inancial asset s
An impairment loss is recognised for the expected credit losses on financial assets when there is an increased
probability that the counterparty will be unable to settle an instrument’s contractual cash flows on the contractual
due dates, a reduction in the amounts expected to be recovered, or both.
The probability of default and expected amounts recoverable are assessed using reasonable and supportable
past and forward-looking information that is available without undue cost or effort. The expected credit loss is a
probability-weighted amount determined from a range of outcomes and takes into account the time value of money.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
53
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
1 SIG NIFICANT ACCOU NTING POLICIE S continued
Financial instrument s continued
Financial asset s continued
C ash and c ash equivalent s
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity
of three months or less.
Trade receivables
For trade receivables, expected credit losses are measured by applying an expected loss rate to the gross carrying
amount. The expected loss rate comprises the risk of a default occurring and the expected cash flows on default based
on the ageing of the receivable. The risk of a default occurring always takes into consideration all possible default
events over the expected life of those receivables. Different provision rates are used based on groupings of historical
credit loss experience by product type, customer type and location. Trade receivables are considered to be in default
on an individual basis, based on various indicators, such as significant financial difficulty or expected bankruptcy.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities.
Initial and subsequent measurement of f inancial liabilities
Trade, Group and other payables are initially measured at fair value, net of direct transaction costs, and subsequently
measured at amortised cost.
Bank borrowings and bank overdraf t s
Interest-bearing bank loans and bank overdrafts are initially measured at fair value, net of direct transaction costs,
and are subsequently measured at amortised cost. Finance charges, including premiums payable on settlement or
redemption, are recognised in profit or loss over the term of the loan using an effective rate of interest.
Equity instrument s
Equity instruments issued by the Company are recorded at fair value on initial recognition net of transaction costs.
Derecognition of f inancial asset s (including write - of fs) and f inancial liabilities
A financial asset (or part thereof) is derecognised when the contractual rights to cash flows expire or are settled,
or when the contractual rights to receive the cash flows of the financial asset and substantially all the risks and rewards
of ownership are transferred to another party.
When there is no reasonable expectation of recovering a financial asset it is derecognised (“written off”). The gain or
loss on derecognition of financial assets measured at amortised cost is recognised in profit or loss. A financial liability
(or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires. Any
difference between the carrying amount of a financial liability (or part thereof) that is derecognised and the
consideration paid is recognised in profit or loss.
Derivative f inancial instrument s
The Group holds derivative financial instruments to hedge its foreign currency exposures. The Directors do not follow
hedge accounting principles. Derivative financial instruments are recorded at fair value at the end of each reporting
year with gains and losses recorded in the statement of comprehensive income.
Share -based payment s
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the
grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the
determination of the fair value of equity-settled share-based transactions are set out in Note 25.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each
balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result
of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any,
is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding
adjustment to equity reserves.
If employees surrender their rights to previously granted equity instruments, the fair value of the equity-settled
share-based payment not previously expensed in the statement of comprehensive income is expensed.
For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially
at the fair value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement,
the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
54
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 1 SIG NIFICANT ACCOU NTING POLICIE S continued
Critical accounting estimates and judgement s
In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates and
assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimate is revised where the revision affects only that year, or in the year of the
revision and future years where the revision affects both current and future years.
Information about such estimations and judgements are contained in individual accounting policies. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are:
Business combination
As detailed in Note 9, during the year Zandra Retail Limited (“Zandra”) acquired the trade and assets of Kast Retail
Limited (In Administration) (“Kast”) obtaining control of this business. As part of this purchase all the stock and
property, plant and equipment was retained. In addition, 822 of the 915 Kast employees were transferred to Zandra.
Kast previously operated the head office and distribution centre for the Group. Further to the acquisition, Zandra
entered into new leases for these properties and continued the operations previously conducted. Zandra subsequently
agreed new leases for 66 of 82 stores previously operated by Kast and continued to trade as QUIZ, honouring any gift
cards or credit notes customers may have.
Given these circumstances the acquisition of Kast is considered to be a business combination and the assets acquired
and liabilities assumed have been recognised at fair value.
Depreciation and amor tisation
The Directors exercise judgement to determine useful lives and residual values of tangible and intangible assets.
The assets are depreciated or amortised over their estimated useful lives.
Inventor y provision
Provision is made for those items of inventory where the net realisable value is estimated to be lower than cost.
Net realisable value is based on both historical experience and assumptions regarding future selling prices and is
consequently a source of estimation uncertainty.
In the current year, management performed an assessment of all inventory, taking into consideration current sales and
forecast sell-through plans to consider the impact on the period-end stock holding. The provision for aged inventory is
calculated by providing for 70% of inventory that is more than three seasons old and providing for 100% of inventory
that is more than three years old. Given the disruption to trade created by COVID-19 the Group has provided up to
25% of the remaining inventory in the current year. Given this approach the provision for aged inventory totalled
£3,688,000 at 31 March 2021 (2020: £4,305,000).
Returns provision
The accounting estimate related to the return of stocks sold online is susceptible to changes from period to period.
The value of expected returns of £979,000 (2020: £768,000) is estimated using recent past experience and a review
of returns received post year end. The provision reflecting the impact of these anticipated returns on the income
statement is included in the other payables balance.
Non-recurring items
Non-recurring items are separately reported as the Directors believe that this helps provide a better indication of
the underlying performance of the Group. Judgement is required in determining whether an item should be classified
as non-recurring or included within underlying results. This assessment covers the nature, the materiality and the
recurrence of the item on reported performance. Reversals of previous non-recurring items are assessed based
on the same criteria. Further detail is provided below in Notes 4, 8 and 9.
2 NEW ACCOU NTING PRONOU NCE ME NTS
There are several standards and interpretations issued by the IASB that are effective for financial statements after this
reporting period. Of these new standards, amendments and interpretations, there are none which are expected to have
a material impact on the Group’s consolidated financial statements.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
55
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
3 REVE NU E
An analysis of revenue by source and geographical destination is as follows:
Online
International
UK Stores and concessions
United Kingdom
Rest of the world
2021
£000
21,621
7,592
10,491
2020
£000
37,485
21,789
58,746
39,703
118,020
2021
£000
31,565
8,138
2020
£000
95,288
22,732
39,703
118,020
The Group did not have any customers that comprised more than 10% of revenues generated in both financial years.
As at 31 March 2021 non-current assets in the United Kingdom were £11,528,000 (2020: £14,097,000) with
£158,000 (2020: £226,000) located in the rest of the world.
As disclosed in the accounting policies on page 49, the Directors have determined that there is only one reportable
segment under IFRS 8.
4 ADMINISTR ATIVE COSTS
Administrative costs include the following non-recurring items:
Impairment of right-of-use assets
Impairment of property, plant and equipment
Write-down of inventory
Impairment of goodwill
Write-off of debt
2021
£000
—
—
—
—
—
—
2020
£000
11,208
7,350
2,165
5,230
384
26,337
Impairment of right- of-use asset s
The £11,208,000 charge in the year ended 31 March 2020 in relation to the impairment of right-of-use assets relates
to the value previously attributed to the right-of-use assets associated with standalone stores.
The impairment charges arose further to a decline in footfall in stores leading to a number of them becoming
unprofitable during the year. In addition, Kast Retail Limited which operated the standalone stores was placed into
administration on 10 June 2020. Further to this all the leases associated with standalone stores were terminated
resulting in a reduction in value previously attributed to these leases.
Impairment of proper ty, pl ant and equipment
Retail store assets (as with other financial and non-financial assets) are subject to impairment based on whether current
or future events and circumstances suggest that their recoverable amount may be less than their carrying value. Given
the circumstances outlined above there was a requirement for an impairment charge in the prior year.
The net present value of future cash flows is calculated and discounted at the appropriate risk adjusted rate. Further
to this, a £7,350,000 charge was recognised in relation to the impairment of property, plant and equipment in the year
ended 31 March 2020.
Write - down of inventor y
The £2,165,000 charge in the year ended 31 March 2020 was to provide against the value of excess stock retained by
the business given the decline in demand during the year and the impact of stores and concessions being closed for a
prolonged period of time. Given the circumstances slow moving stock was written down to its estimated realisable value.
Impairment of goodwill
At 31 March 2019, the Group recorded goodwill of £6,175,000 relating to the difference between the fair value of
the consideration transferred and the fair value of assets and liabilities purchased which arose when Shoar (Holdings)
Limited acquired the entire share capital of Tarak Retail Limited in 2012.
56
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 4 ADMINISTR ATIVE COSTS continued
Impairment of goodwill continued
The goodwill was assessed for impairment by comparing the carrying value to value-in-use calculations. Further to this
assessment given the losses projected for the year ended 31 March 2021 and the uncertainty as to future performance the
Directors considered that the goodwill was impaired by £5,230,000.
Write - of f of debt
The non-recurring costs of £384,000 related to the write-off of debt arising from a customer entering into an
administration process.
5 GOVE RNME NT G R ANTS
Government support – furlough payments
Government support – grant income
2021
£000
6,943
1,220
8,163
2020
£000
—
—
—
6 E MPLOYE E B E NE FIT E XPE NSE S
Employment costs and average monthly number of employees (including Directors) during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
Agency costs
Share-based payment charges
Retail
Distribution
Administration
2021
£000
15,382
969
299
939
89
2020
£000
20,148
1,478
338
3,211
31
17,678
25,206
No.
998
46
206
1,249
No.
1,456
66
214
1,736
Included above is £624,000 in respect of Directors’ remuneration (2020: £675,000). Further details on Directors’
remuneration by individual can be found in the Directors’ Remuneration Report on pages 33 to 35.
7 OPE R ATING LOSS
Operating loss is stated after charging/(crediting):
Cost of inventories recognised as an expense
Distribution costs
Employment costs
Depreciation
Amortisation
Short-term and variable lease costs
Non-recurring impairment of property, plant and equipment
Non-recurring impairment of right-of-use assets
Non-recurring write-down of inventory
Non-recurring impairment of goodwill
Non-recurring write-off of debt
Government grants
Other operating income
Other expenses
2021
£000
18,516
8,304
17,678
3,600
868
430
—
—
—
—
—
(8,163)
(69)
7,900
2020
£000
46,892
18,810
25,206
10,028
467
542
7,350
11,208
2,165
5,230
384
—
(38)
18,400
49,064
146,682
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
57
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
7 OPE R ATING LOSS continued
Included in the above are the costs associated with the following services provided by the Company’s auditors:
Audit services
Audit of the Company and the consolidated financial statements
Audit of the Company’s subsidiaries
Total audit fees
All other services
Total fees payable to the Company’s auditors
2021
£000
2020
£000
12
80
92
1
93
11
62
73
5
78
8 GAIN ARISING FROM DISPOSAL OF SU BSIDIARY U NDE RTAKING
The Group’s 82 standalone stores in the United Kingdom and the Republic of Ireland were operated by Kast Retail
Limited (“Kast”). The Group’s three standalone stores in Spain were operated by Kast International Spain SL, a wholly
owned subsidiary of Kast. On 10 June 2020, the Company announced proposals to restructure its standalone retail
store portfolio which resulted in Kast being placed into administration and triggered the disposal of Kast by QUIZ plc
which resulted in the gain below:
Disposal proceeds
Net liabilities of subsidiary undertaking disposed of
Gain arising on disposal of subsidiary undertaking
£000
—
(10,364)
(10,364)
The net liabilities of the disposed subsidiary undertaking primarily related to lease liabilities in relation to leases
associated with standalone stores.
9 GAIN ON BARGAIN PU RCHASE ARISING ON ACQU ISITION
Further to the appointment of joint administrators to Kast, Zandra Retail Limited (“Zandra”), a wholly owned subsidiary
of the Company, acquired the business and certain assets of Kast, including inventories, fixtures and fittings, contracts
and vehicles on 10 June 2020 for a cash consideration of £1,302,000.
Whilst none of the leases associated with the standalone stores operated by Kast transferred to Zandra, new lease
arrangements were secured for the majority of the previous standalone stores.
The acquired business contributed revenues of £5,975,000 and profit after tax of £1,117,000 to the Group for the period
from 10 June 2020 to 31 March 2021. As the trade acquired was operated by the Group for the whole reporting period
the revenue and loss for the combined entity as though the acquisition date had been the beginning of the period are those
shown in the consolidated income statement.
The gain on bargain purchase amounting to £5,216,000 on the acquisition, which arose as the deemed fair value of the
assets acquired were greater than the consideration paid, has been recognised in the Statement for Comprehensive
Income for the year.
Details of the acquisition are as follows:
Receivables
Property, plant and equipment
Intangibles
Inventories
Trade payables
Employee benefits
Other liabilities
Net assets acquired
Gain on bargain purchase
Fair value of the total consideration transferred
Represented by:
Cash paid to the vendor
Fair Value
£000
266
5,429
1,199
2,420
(2,036)
(365)
(395)
6,518
(5,216)
1,302
1,302
The assets and liabilities acquired have been recognised at their estimated fair values at the acquisition date on the basis
the business is being carried on as a going concern and is expected to generate a positive financial contribution going
forward. The costs of the acquisition recognised as an expense as part of administration costs amounted to £194,000.
58
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 10 FINANCE INCOME AND E XPE NSE
Interest on cash deposits
Finance income
Interest on lease liabilities
Interest on loans and overdrafts
Other interest
Finance expense
11 INCOME TA X
UK corporation tax – current year
UK corporation tax – prior year
Foreign tax
Deferred tax – current year
Deferred tax – effect of adjustment in tax rate
Deferred tax – prior year
Tax on profit/(loss)
Reconciliation of effective tax rate
Profit/(loss) on ordinary activities before taxation
Profit/(loss) on ordinary activities multiplied by standard rate of UK corporation tax of 19%
Expenses not deductible for tax purposes
Non-recognition of potential of deferred tax asset
Effect of adjustment in tax rate
Adjustments to previous years
Foreign tax adjustments
12 E ARNINGS PE R SHARE
Number of shares:
2021
£000
45
45
2021
£000
199
38
2
239
2021
£000
—
(170)
(9)
(200)
—
193
(186)
2020
£000
28
28
2020
£000
758
13
40
811
2020
£000
70
(95)
(23)
(374)
(53)
57
(418)
6,027
(29,445)
1,145
(2,862)
1,494
—
23
14
(5,595)
1,135
3,940
53
(38)
87
(186)
(418)
2021
No.
2020
No.
Weighted number of ordinary shares outstanding – basic and diluted
124,230,905
124,230,905
Earnings:
Profit/(loss) basic and diluted
Loss adjusted
Earnings per share:
Basic earnings/(loss) per share
Adjusted basic loss per share
£000
£000
6,212
(9,368)
(29,027)
(2,690)
Pence
5.00
(7.54)
Pence
(23.37)
(2.17)
The diluted basic and adjusted earnings per share is the same as the basic and adjusted earnings per share each year.
The adjusted loss after tax in the current year is shown before the impact of the £15,580,000 of gains which arose
from the disposal of a subsidiary undertaking which entered administration and the subsequent repurchase of its
business and certain assets, as outlined in Notes 8 and 9.
The adjusted loss after tax in the previous year is shown before the impact of the non-recurring administrative costs
of £26,337,000 (net of tax) as outlined in Note 4.
The Directors believe that the adjusted profit/(loss) after tax and the adjusted earnings/(loss) per share measures
provide additional useful information for shareholders on the underlying performance of the business. These measures
are consistent with how underlying business performance is measured internally. The adjusted profit/(loss) after tax
measure is not a recognised profit measure under IFRS and may not be directly comparable with adjusted profit
measures used by other companies.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
59
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
13 DIVIDE NDS
No dividends in respect of 2021 are proposed (2020: £Nil).
14 PROPE RT Y, PL ANT AND EQU IPME NT
Cost
At 1 April 2020
Additions
Disposals
At 31 March 2021
Depreciation
At 1 April 2020
Charge
Disposals
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
Cost
At 1 April 2019
Additions
Disposals
At 31 March 2020
Depreciation and impairment
At 1 April 2019
Charge
Impairment
Disposals
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
Leasehold
property
£000
Motor
vehicles
£000
Computer
equipment
£000
Fixtures,
fittings and
equipment
£000
Total
£000
1,627
22
(1,165)
484
1,357
93
(1,165)
285
199
270
146
13
(55)
104
101
21
(55)
67
37
45
2,031
37
(503)
24,081
29
(9,059)
27,885
101
(10,782)
1,565
15,051
17,204
1,061
231
(503)
18,096
1,808
(9,059)
20,615
2,153
(10,782)
789
10,845
11,986
776
970
4,206
5,985
5,218
7,270
Leasehold
property
£000
Motor
vehicles
£000
Computer
equipment
£000
Fixtures,
fittings and
equipment
£000
Total
£000
1,500
167
(40)
1,627
696
271
430
(40)
1,357
270
804
162
14
(30)
146
100
31
—
(30)
101
45
62
1,888
196
(53)
22,529
2,171
(619)
26,079
2,548
(742)
2,031
24,081
27,885
657
307
150
(53)
8,643
3,302
6,770
(619)
10,096
3,911
7,350
(742)
1,061
18,096
20,615
970
5,985
7,270
1,231
13,886
15,983
60
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 15 RIG HT- OF- USE ASSET AND LE ASE LIABILITIE S
Cost
At 1 April 2020
Additions
Disposals
At 31 March 2021
Depreciation
At 1 April 2020
Charge
Disposals
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
Cost
Recognised on adoption of IFRS 16
Additions
Disposals
At 31 March 2020
Depreciation and impairment
Recognised on adoption of IFRS 16
Charge
Impairment
Disposals
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
Property
£000
32,218
4,153
(32,218)
4,153
29,226
1,447
(29,501)
1,172
2,981
2,992
Property
£000
32,461
2,217
(2,460)
32,218
14,361
6,117
11,208
(2,460)
29,226
2,992
—
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
61
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
15 RIG HT- OF- USE ASSET AND LE ASE LIABILITIE S continued
The Group presents lease liabilities separately within the statement of financial position. The movement in the year comprised:
At 1 April 2020
Recognised on adoption of IFRS16
Additions
Interest expense related to lease liabilities
Repayment of lease liabilities (including interest)
Leases terminated further to administration of subsidiary undertaking
Interest liability terminated further to administration of subsidiary undertaking
At 31 March 2021
Current lease liabilities
Non-current lease liabilities
2021
£000
16,338
—
4,153
199
(1,316)
(16,338)
(71)
2020
£000
—
20,860
2,217
758
(7,497)
—
—
2,965
16,338
1,866
1,099
6,388
9,950
The termination of leases arose further to Kast Retail Limited entering into administration during the year.
Cash outflows in respect of leases during the year amounted to £1,746,000 (2020: £7,281,000).
Shor t-term operating leases
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under
non-cancellable leases which fall due as follows:
Within one year
16 INTANG IB LE S
Cost
At 1 April 2020
Additions
Disposals
At 31 March 2021
Amortisation
At 1 April 2020
Charge
Disposals
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
2021
£000
48
2020
£000
239
Goodwill
£000
Computer
software
£000
Trademarks
£000
Total
£000
6,175
—
—
6,175
5,230
18
—
5,248
927
945
4,085
220
(679)
3,626
1,090
834
(679)
1,245
2,381
2,995
165
—
—
165
44
16
—
60
105
121
10,425
220
(679)
9,966
6,364
868
(679)
6,553
3,413
4,061
62
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 16 INTANG IB LE S continued
Cost
At 1 April 2019
Additions
At 31 March 2020
Amortisation
At 1 April 2019
Charge
Impairment
At 31 March 2020
Net book value
At 31 March 2020
At 31 March 2019
Goodwill
£000
Computer
software
£000
Trademarks
£000
Total
£000
6,175
—
6,175
—
—
5,230
5,230
945
6,175
2,557
1,528
4,085
639
451
—
1,090
2,995
1,918
165
—
165
28
16
—
44
121
137
8,897
1,528
10,425
667
467
5,230
6,364
4,061
8,230
The goodwill arose when Shoar (Holdings) Limited acquired the entire share capital of Tarak Retail Limited in 2012 and
reflects the difference between the fair value of the consideration transferred and the fair value of assets and liabilities
purchased. Goodwill is assessed for impairment by comparing the carrying value to value-in-use calculations. Value in
use has been estimated using cash flow projections based on detailed budgets and forecasts over the period of three
years, with a decline rate of 5% (2020: 4%) and a pre-tax discount rate of 10% (2020: 10%) applied, being the Directors’
estimate of the Group’s cost of capital, with no terminal value. The budgets and forecasts are based on historical data
and the past experience of the Directors as well as the future plans of the business. No reasonable change in any of the
assumptions would result in an impairment charge and therefore no sensitivity analysis is disclosed. The Directors do
not consider goodwill to be impaired in the current year (2020: £5,230,000).
17 INVE NTORIE S
Finished goods and goods for resale
2021
£000
2020
£000
11,087
9,693
The cost of inventories recognised as an expense during the year in respect of continuing operations amounted to
£18,516,000 (2020: £46,892,000). The cost of inventories recognised as an expense includes a net credit £617,000
(2020: expense of £1,939,000) in respect of write-downs of inventory to net realisable value. In addition, £2,165,000
of the non-recurring costs incurred in the prior year related to the write-down of inventories to net realisable value.
Inventories are stated after provisions for impairment of £3,688,000 (2020: £4,305,000).
18 TR ADE AND OTHE R RECE IVAB LE S
Trade receivables – gross
Less allowance for expected credit losses (calculated under IFRS 9)
Trade receivables – net
Other receivables
Prepayments and accrued income
Amounts owed by related parties
2021
£000
2,265
(301)
1,964
769
857
—
3,590
2020
£000
3,079
(320)
2,759
1,539
2,810
2
7,110
The Directors consider that the fair value of trade and other receivables is not materially different from the carrying
value. Standard payment terms with customers that receive credit are 28–30 days. Impairment losses on trade
receivables are presented as net impairment losses within administrative costs. Further details regarding credit risk
are disclosed in Note 29.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
63
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
19 TR ADE AND OTHE R PAYAB LE S
Trade payables
Other taxes and social security costs
Accruals
Other payables
Amounts due to related parties
2021
£000
4,025
1,562
2,149
458
8
2020
£000
6,852
1,354
2,301
852
8
8,202
11,367
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The
Directors consider that the fair value of trade and other payables is not materially different from the carrying value.
Included within other payables at the year-end date was a balance of £52,000 (2020: £63,000) owed to the Group’s
pension scheme.
20 LOANS AND BORROWINGS
Bank loans
Bank overdrafts
Current
Non-current
2021
£000
1,406
1,256
2,662
2,662
—
2,662
2020
£000
—
—
—
—
—
—
The Group’s overdraft and other credit facilities are secured by an unlimited multilateral and cross-company guarantee
given by Zandra Retail Limited and Tarak International Limited and also by a limited guarantee given by, and by a
floating charge over the assets of, Zandra Retail Limited and Tarak International Limited. The bank also holds a right
of set-offs between Zandra Retail Limited and Tarak International Limited. All entities included in the guarantee are
wholly owned subsidiaries in the Group. In addition, the Company has provided a parent company guarantee with
respect to the facilities.
In addition, credit facilities are secured by a bond and floating charge from Tarak Retail Limited over the whole
of its property and undertakings.
The bank overdraft and other credit facilities are annual facilities and are repayable on demand. These facilities were
renewed after the year end and are next subject to review in September 2022.
Borrowings are denominated and repaid in Pounds Sterling, have contractual interest rates that are either fixed rates
or variable rates linked to LIBOR that are not leveraged, and do not contain conditional returns or repayment provisions
other than to protect the lender against credit deterioration or changes in relevant legislation or taxation.
21 DE RIVATIVE FINANCIAL INSTRU ME NTS
Foreign currency options
2021
£000
21
2020
£000
36
Forward foreign exchange contracts are used to hedge exposure to fluctuations in foreign exchange rates that arise
in the normal course of the Group’s business.
As at 31 March 2021, the Group had commitments to buy the equivalent of £800,000 of Chinese Renminbi
(2020: £3,200,000) and sell the equivalent of £Nil of Euros (2020: £854,000) and £Nil of US Dollars (2020: £324,000).
64
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 22 DE FE RRE D TA X
The following is an analysis of the deferred tax assets:
Carried forward tax losses
Balance brought forward
Credit to income statement
Balance at end of year
The following is an analysis of the deferred tax liabilities:
Accelerated capital allowances
Balance brought forward
Charge/(credit) to income statement
Effect of foreign exchange rates
Balance at end of year
2021
£000
2020
£000
—
74
74
2021
£000
7
67
—
74
—
—
—
2020
£000
378
(370)
(1)
7
At 31 March 2021 there was an unprovided deferred tax asset in relation to tax losses incurred of £1,922,000
(2020: £3,944,000). The tax losses in the previous year were predominantly incurred by a subsidiary which entered
into Administration during the year and are no longer included as part of the unprovided deferred tax asset.
23 FINANCIAL INSTRU ME NTS
The following table shows the carrying amounts and fair values of financial assets and liabilities. All financial liabilities
are measured at amortised cost. The derivative liability, which is measured at fair value, is level 2 in the fair value
hierarchy as disclosed in Note 21.
Category of financial instruments
Carrying value of financial assets:
Cash and cash equivalents
Trade and other receivables
Total financial assets
Carrying value of financial liabilities:
Trade and other payables
Bank and other borrowings
Derivative financial instruments
Lease liabilities
Total financial liabilities
2021
£000
2020
£000
2,723
2,733
6,897
4,300
5,456
11,197
(6,640)
(2,662)
(21)
(2,965)
(10,013)
—
(36)
(16,338)
(12,288)
(26,387)
The fair value and carrying value of financial instruments have been assessed and there is deemed to be no material
differences between fair value and carrying value.
The cash and cash equivalents are held with bank and financial institution counterparties, which are rated P-1 and A-1,
based on Moody’s ratings.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
65
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
24 SHARE CAPITAL AND RE SE RVE S
Share capital – allotted, called up and fully paid
124,230,905 ordinary shares of 0.3 pence each (2020: 124,230,905)
Share premium
2021
£000
2020
£000
373
373
10,315
10,315
Share capital
The issued share capital at 31 March 2021 comprised 124,230,905 ordinary shares of 0.3 pence each with a nominal
value of £372,693. The company has one class of ordinary share which have equal right, preferences and restrictions.
Share premium
The share premium reserve contains the premium arising on the issue of equity shares, net of issue expenses incurred
by the Company. On 28 July 2017, 6,583,851 ordinary shares of 0.3 pence each with a nominal value of £19,752 were
issued at a price of 161 pence per share giving rise to a share premium of £10,315,248 (net of expenses).
Merger reser ve
The merger reserve arose on the purchase of the subsidiaries, Kast Retail Limited, Tarak International Limited and Shoar
(Holdings) Limited. The merger reserve represents the difference between the cost value of the shares acquired less
the cost value of the shares issued for the purchase of each company and the stamp duty payable in respect of these
transactions. The movement in the merger reserve during the year represents the elimination of the merger reserve
relating to Kast Retail Limited further to entering into Administration during the year.
Retained earnings
The movement on retained earnings is as set out in the statement of changes in equity. Retained earnings represent
cumulative profits or losses, net of dividends and other adjustments.
25 SHARE- BASE D PAYME NTS
The movement in awards during the year was:
Date of grant
CSOP – 31/07/19
Warrants
Opening
balance
1,725,771
186,335
1,912,106
Granted
during
the year
Lapsed
during
the year
Number of shares
Closing
balance
— (195,674) 1,530,097
186,335
—
—
— (195,674) 1,716,432
Exercise
price
Pence
15.75
80.5
Exercise
period
31/07/22–31/07/29
See below
None of the above options were exercisable at 31 March 2021 other than the warrants, which is consistent with
31 March 2020. The weighted average life of the CSOP options was 8.3 years (2020: 9.3 years).
All share options were valued using the Black-Scholes model. Expected volatility was determined by management,
using comparator volatility as a basis. The expected life of the options was determined based on management’s best
estimate. The expected dividend yield was based on the anticipated dividend policy of the Company over the expected
life of the options. The risk-free rate of return input into the model was a zero-coupon Government bond with a life
in line with the expected life of the options.
The inputs to the model were as follows:
Option plan
Grant date
Share price at grant date
Number of employees
Shares under option
Vesting period (years)
Expected volatility
Risk-free rate
Expected life (years)
Expectations of meeting performance criteria
Expected dividend yield
CSOP
Warrant
31/07/19
15.75
72
1,530,097
3
88.5%
0.5%
4
100%
2.0%
28/07/17
80.50
1
186,335
—
31.4%
0.5%
2
100%
2.0%
The Group recognised a total expense of £89,000 during the year (2020: £31,000) relating to equity-settled share-based
payments, including employer’s National Insurance contributions of £11,000 (2020: £4,000).
66
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 25 SHARE- BASE D PAYME NTS continued
Company Share Option Pl an (“CSOP ”)
The Group operated a share option scheme during the year for certain employees under the CSOP, which allows tax
advantaged options to be granted over the Company’s shares to selected employees of the Group. New options are
granted at a price consistent with the mid-market price of an ordinary share on the dealing day immediately preceding
the date of grant. The different options vest after three years and have an exercise life between three and ten years
from grant date. The exercise of the options is subject to continued employment over the vesting year.
Warrant s
The Company entered into a Warrant Instrument with its Chairman, Peter Cowgill, dated 18 July 2017, pursuant to
which Peter Cowgill may subscribe for up to 186,335 ordinary shares exercisable in whole or in part at a subscription
price equal to 80.5 pence. The warrants are exercisable until the earlier of (i) their full exercise, (ii) Peter Cowgill ceasing
to be a Director, or (iii) a takeover of the Company. At the year end, no Warrant Instruments had yet been exercised.
26 CHANG E IN LIABILITIE S ARISING FROM FINANCING AC TIVITIE S
Cash at bank and in hand
Net cash per statement of cash flows
Borrowings
Net cash before lease liabilities
Lease liabilities
Net debt after lease liabilities
Cash at bank and in hand
Net cash per statement of cash flows
Borrowings
Net cash before lease liabilities
Lease liabilities
Net debt after lease liabilities
2020
£000
6,897
6,897
—
Disposal
£000
Cash flow
£000
—
—
—
(3,955)
(3,955)
(1,406)
(5,361)
1,316
Non-cash
changes
£000
(15)
(15)
—
(15)
(4,352)
2021
£000
2,927
2,927
(1,406)
1,521
(2,965)
6,897
(16,338)
—
16,409
(9,441)
16,409
(4,045)
(4,367)
(1,444)
Impact of
IFRS16
introduction
£000
—
—
—
—
(20,860)
2019
£000
7,555
7,555
(40)
7,515
—
Cash flow
£000
Non-cash
changes
£000
2020
£000
6,897
6,897
—
(26)
(26)
—
(26)
(2,217)
6,897
(16,338)
(632)
(632)
40
(592)
6,739
7,515
(20,860)
6,147
(2,243)
(9,441)
Non-cash changes relate to the translation of foreign currency balances at the end of the period and lease acquisitions,
disposals and modifications.
27 CASH AND CASH EQU IVALE NTS
Cash at bank and in hand
Overdraft
Net cash at bank and in hand
2021
£000
4,183
(1,256)
2,927
2020
£000
6,897
—
6,879
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
67
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
28 FINANCIAL COMMITME NTS
C apital commitment s
The Group has no capital commitments at 31 March 2021 (2020: £Nil) which were not provided for in the financial statements.
29 FINANCIAL RISK MANAG E ME NT
The Group has exposure to credit, liquidity, market and capital management risk from its operations.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Group, through its standards and procedures, aims to develop a disciplined and constructive control environment
in which all employees understand their roles and obligations.
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 and connected companies.
The carrying amount of financial assets represents the maximum credit exposure.
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However, management also considers the factors that may influence the credit risk of its customer base, including the
default risk of the industry and country in which customers operate. The risk associated with receivables is mitigated
by obtaining Standby Letters of Credit relating to a number of outstanding balances.
The maximum exposure to credit risk for trade receivables by geographic region was as follows:
United Kingdom
Rest of the world
The ageing of trade receivables that were not impaired was as follows:
2021
£000
1,030
1,235
2,265
2020
£000
1,809
1,270
3,079
Carrying
amount
2021
£000
Allowance
Allowance
for expected for expected
credit losses
credit losses
£000
%
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
Closing balance
The movement in the provision for impairment of receivables in the year was as follows:
Opening provision
Release in the year
Provided for in the year
Closing provision
637
1,379
69
180
2,265
—
4%
100%
100%
13%
2021
£000
320
(248)
229
301
—
52
69
180
301
2020
£000
506
(831)
645
320
68
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 29 FINANCIAL RISK MANAG E ME NT continued
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Based on
current cash flow projections, the Group expects to have sufficient headroom against its borrowing facilities. The basis
of this assessment is outlined in Note 1.
E xposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities. The amounts are gross and undiscounted
and include estimated interest repayments.
31 March 2021
Bank loans
Bank overdraft
Trade payables
Accruals and other payables
Lease liabilities
31 March 2020
Trade payables
Accruals and other payables
Lease liabilities
Contractual cash flows
Total
£000
2 months
or less
£000
2–12
months
£000
More than
1 year
£000
1,406
1,256
4,025
2,615
3,084
12,386
6,852
3,153
16,338
937
1,256
4,025
2,615
322
9,155
6,852
3,153
1,166
26,343
11,171
469
—
—
—
1,590
2,059
—
—
5,222
5,222
—
—
—
—
1,172
1,172
—
—
9,950
9,950
Interest rate risk
The loans and borrowings are sensitive to changes in interest rates. A 50-basis point change in the base rate would
have an impact of £13,000 on the profit for the year ended 31 March 2021 (2020: £3,000 impact on loss for the year).
A 50-basis point change in the Group’s incremental borrowing rate would have a £64,000 impact on the lease liabilities
balance at 31 March 2021 (2020: £210,000).
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, will affect the Group’s income or
the value of its holdings of financial instruments. The objective of foreign currency risk management is to manage and
control market risk exposures within acceptable parameters, while optimising the return. All such transactions are
carried out within the guidelines set by the Board of Directors.
The Group is exposed to currency risk to the extent that there is a fluctuation in the foreign exchange rate between
the date of the transaction and the date when amounts are paid. The functional currency of the Group is Sterling, but
it receives some revenues in Euros and makes some purchases in Chinese Renminbi. As at 31 March 2021, less than 1%
(2020: 6%) of the Group’s trade receivables balances were denominated in Euros and 2% (2020: 4%) of the Group’s
trade payable balances were denominated in Chinese Renminbi.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
69
NO T E S T O T H E GROU P F I NA NC I A L STAT E M E N T S CONTINUED
YEAR ENDED 31 MARCH 2021
29 FINANCIAL RISK MANAG E ME NT continued
Market risk continued
The summary quantitative data about the Group’s exposure to currency risk is as follows:
31 March 2021
Euros
Chinese Renminbi
31 March 2020
Euros
Chinese Renminbi
Trade
receivables
£000
Trade
payables
£000
Net
exposure
£000
8
—
128
—
97
92
321
416
89
92
193
416
The following significant exchange rates have been applied during the year:
Euros
Chinese Renminbi
Average rate Year-end spot rate
2021
2021
Average rate Year-end spot rate
2020
2020
1.12
8.60
1.17
8.60
1.12
8.80
1.13
8.70
Sensitivity to market risk
If the Euro exchange rate, on average through the year, weakened/strengthened by 10% and all other variables were
held constant, the Group’s profit for the year ended 31 March 2021 would decrease/increase by £133,000 and
£109,000 respectively (2020: £508,000 and £416,000). This has been calculated by applying the amended currency
rate to the value of Euro receipts during the year.
If the Chinese Renminbi exchange rate, on average through the year, weakened/strengthened by 10% and all other
variables were held constant, the Group’s profit for the year ended 31 March 2021 would decrease/increase by
£430,000 and £351,000 respectively (2020: £95,000 and £78,000). This has been calculated by applying the
amended currency rate to the value of Chinese Renminbi payments during the year.
C apital risk management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders, and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the Group’s statement of financial position, plus net debt. Net debt
is calculated as total borrowings, excluding lease liabilities, less cash and cash equivalents.
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 is subject to certain financial arrangement covenants and meeting these is given priority in all capital risk
management decisions. There have been no events of default on the financing arrangement during the financial year.
The Directors believe that the Group is well placed to manage its business risks successfully and do not foresee any
risks arising in the immediate future.
70
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS 30 RE L ATE D PART Y TR ANSAC TIONS
The Group considers its Executive and Non-Executive Directors as key management and therefore has a related party
relationship with them.
Rel ated par ty transactions with connected companies
Two Directors, Tarak Ramzan and his son Sheraz Ramzan, and their relatives control 43.4% of the voting shares
of the Company (2020: 43.4%).
The Group transacts with the companies in which Tarak and Sheraz Ramzan have an interest. The amounts of the
transactions and balances due to and from the related parties during the year and at the year end are:
Big Blue Concepts Limited
Tarak Manufacturing Limited
Tarak Manufacturing Limited
Purchased from
2021
£000
213
190
Balance owed to
Balance due from
2021
£000
8
2020
£000
8
2021
£000
—
2020
£000
168
177
2020
£000
2
The charges from Big Blue Concepts Limited and Tarak Manufacturing Limited solely relate to the rental of the Group’s
distribution centre and head office respectively. These leases were entered into further to the Independent Non-Executive
Directors of the Company having received independent legal advice and independent commercial real estate advice
and being satisfied that they reflect arm’s length legal and commercial terms.
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate
for each of the categories specified in IAS 24 Related Party Disclosures. The Directors’ Remuneration Report on pages
33 to 35 of this Annual Report provides further information regarding the remuneration of individual Directors.
Short-term employment benefits
Post-employment benefits
Employer National Insurance contributions
Share-based payments
2021
£000
574
50
72
5
701
2020
£000
625
50
80
3
758
31 CONTING E NCIE S
The Group’s bank loans, overdrafts and other credit facilities were extended post year end and are scheduled to expire
on 30 September 2022.
These facilities continue to be secured by an unlimited multilateral and cross-company guarantee given by Zandra
Retail Limited and Tarak International Limited and also by a limited guarantee given by, and by a floating charge over
the assets of, Zandra Retail Limited and Tarak International Limited. The bank also holds a right of set-offs between
Zandra Retail Limited and Tarak International Limited. All entities included in the guarantee are wholly owned
subsidiaries in the Group.
In addition to the above, QUIZ plc has provided a Parent Company Guarantee with respect to the facilities.
ANNUAL REPORT AND FINANCIAL STATEMENTS 2021 QUIZ PLC
71
COM PA N Y I N F OR M AT ION
DIREC TORS
Peter Alan Cowgill
Tarak Ramzan
Sheraz Ramzan
Gerard Sweeney
Charlotte Rose O’Sullivan
Roger Thomas Mather
REG ISTE RE D OFFICE
22 Grenville Street
St Helier
Jersey
Channel Islands
JE4 8PX
PRINCIPAL PL ACE
OF BUSINE SS
61 Hydepark Street
Glasgow
G3 8BW
COMPANY SECRETARY
Gerard Sweeney
ASSISTANT COMPANY
SECRETARY
Mourant Secretaries
(Jersey) Limited
22 Grenville Street
St Helier
Jersey
Channel Islands
JE4 8PX
NOMINATE D ADVISE R
AND B ROKE R
Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
REG ISTE RE D AU DITORS
RSM UK Audit LLP
14th Floor
20 Chapel Street
Liverpool
L3 9AG
LEGAL COUNSE L
RE SCOT TISH AND
E NG LISH L AW
Dentons UK and Middle East LLP
Quartermile One
15 Lauriston Place
Edinburgh
EH3 9EP
LEGAL COU NSE L RE
J E RSEY L AW
Mourant LP
22 Grenville Street
St Helier
Jersey
Channel Islands
JE4 8PX
PRINCIPAL BANKE RS
HSBC Bank plc
Glasgow
REG ISTR ARS
Capita Registrars (Jersey) Limited
12 Castle Street
St Helier
Jersey
Channel Islands
JE2 3RT
72
QUIZ PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS CBP008992
QUIZ plc’s commitment to environmental issues is reflected in this Annual Report,
which has been printed on Symbol Freelife Satin and Arcoprint, an FSC® certified
material. This document was printed by Park Communications using its environmental
print technology, which minimises the impact of printing on the environment, with
99% of dry waste diverted from landfill. Both the printer and the paper mill are
registered to ISO 14001.
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