Superdry

M A K E   I T   H A P P E N

Annual Report and Accounts 2023

Strategic Report  →  Financial Highlights

Group revenue (£m)

£622.5m

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

£(21.7)m

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

£(78.5)m

Adjusted basic EPS* (p)

(111.8)p

Basic EPS

(181.3)p

Closing net (debt)/cash*

£(25.6)m

 *

‘Adjusted’ and ‘Net (debt)/cash’ are used as alternative performance measures (APMs). A definition of APMs and explanation as to how they are 
calculated is included in Note 35 to the Group and Company financial statements.

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

Visit us online at: 
corporate.superdry.com

Contents

Strategic Report 

Governance

IFC
2
4
6
8
10
12
16
18
26 

27
30 

36
44
47

Financial Highlights
Chair’s Statement
At a Glance
Business Model
Where We Operate
CEO Review
Strategy In Action
Key Performance Indicators
CFO Review
Non-Financial and Sustainability 
Information Statement
Section 172 Statement
Task Force on Climate-related Financial 
Disclosures (TCFD)
Sustainability Report
Our People
How We Manage Our Risks

62
64
74
77
85
105
108

Board of Directors
Corporate Governance Report 
Nomination Committee Report
Audit Committee Report
Directors’ Remuneration Report
Directors’ Report
Directors’ Responsibility Statement

Financial Statements

Independent Auditor’s Report

109
125  Group Statement of 

Comprehensive Income
Balance Sheets
Cash Flow Statements
Statements of Changes in Equity

126
127
128
130  Notes to the Group and   

Company Financial Statements
Five Year History

188

202320222021622.5609.6556.1202320222021(21.7)21.6(12.6)202320222021(78.5)17.6(36.7)202320222021(111.8)36.0(19.4)202320222021(181.3)27.4(44.0)202320222021(25.6)(1.0)38.9MAKE  IT  HAPPEN

Our integrated framework  
is driving fewer, better 
premium options for an 
improved customer choice 
and delivering a simpler 
business. We make it happen.

1

Superdry plc Annual Report 2023Strategic Report  →  Chair’s Statement

Chair’s Statement

Welcome to Superdry’s Annual Report 
for FY23
The past 12 months have been a period of exceptional 
transformation and development for the Superdry brand, 
the Company, our colleagues around the world and the 
Leadership team. With both progress and setbacks, we 
have continued to execute on our turnaround programme 
in a challenging trading environment and remain committed 
to our overarching mission of being the #1 Premium 
Sustainable Style Destination.

Whilst there have been some positive developments over 
the course of the year, such as some of the encouraging 
trends seen within our Stores and Ecommerce channels, 
the notable underperformance of our Wholesale division 
resulted in pressure on our cashflow, profitability and liquidity. 
Wholesale is an extremely important and productive channel 
to market as it requires lower levels of capital investment 
to support growth, however its performance continues to 
lag the rest of the Group. This was especially the case in 
mainland Europe, which accounts for almost 60% of 
our Wholesale revenues, and where performance was 
especially weak. This underperformance, combined with 
the challenging trading environment, left the business 
significantly cash constrained.

To that end, during the year, we commenced several 
strategic actions that were necessary to improve our 
liquidity that completed in May 2023, the following financial 
year; recapitalising the Company to support the strategy 
and brand turnaround programme. This included an 
accelerated 20% equity raise, which was underwritten in full 
by our CEO, Julian Dunkerton, but was well oversubscribed 
by current and new shareholders.

We also announced a strategic deal for the sale of the 
Superdry brand rights in certain territories in the Asia Pacific 
region to the Cowell Fashion Company. Not only did this add 
necessary capital to the balance sheet but it gives us 
an important strategic partner, committed to developing 
our brand, in these growing markets. Following the 
announcement of the agreement with Cowell in March 2023, 
the sale was formally approved by shareholders at 
the General Meeting in May 2023, with the proceeds 
received shortly thereafter.

As a result of the brand rights sale and equity raise, we 
were able to add much needed capital to the balance sheet, 
totalling approximately £45m, after taxes and fees, which 
was necessary given the challenging market conditions and 
delayed recovery of our Wholesale operation. We also took 
steps to reduce our cost base, as we continue to examine 
the likely shape of the business going forward. This has 
meant, regrettably, that we have had to say goodbye 
to some of our colleagues at head office.

We believe that these actions will allow Julian and his 
team greater flexibility in the execution of our ongoing 
turnaround programme.

For a full strategic update and overview of our   
performance see the CEO Review on page 10

For a full overview of our financial performance  
see the CFO Review on page 18

Board appointment
In May, we welcomed Lysa Hardy to the Board. Lysa 
brings over 20 years of commercial experience across 
retail trading and operations, notably at Hotel Chocolat, 
Holland & Barrett and Joules and is already making 
a significant contribution to the business. Lysa has taken 
on the role as Workforce Engagement Director from Helen 
Weir. I would like to thank Helen for her work in this area 
over the last 4 years, including supporting the establishment 
of Superdry Voice.

More recently, Ruth Daniels, our Company Secretary, 
has decided to leave the Company. I speak for the Board 
in thanking Ruth for her three years of dedicated service.

Auditor appointment
During the year, we began working with our new auditors, 
RSM UK Audit LLP. We have worked together to complete 
the onboarding process and first-year audit and look 
forward to continuing this relationship in FY24.

Dividend
Given the uncertain macro-economic outlook and the need to 
maintain liquidity, the Board continues to believe it is prudent 
not to recommend a dividend. In addition, under the terms 
of our recent loan facility, the Company is restricted from 
paying dividends to shareholders without prior permission 
from Bantry Bay. At the end of the reporting period, there 
are no distributable reserves.

Thank you, Superdry
In a year that has presented many challenges for the Group, 
I would like to end with a thank you to all the colleagues 
who have worked so hard on the continued delivery of our 
turnaround programme. It has not been an easy year, and 
their hard work and dedication is very much appreciated.

Peter Sjölander
Chair, Superdry plc

2

Superdry plc Annual Report 2023Strategic Report  →  Chair’s Statement

3

Superdry plc Annual Report 2023Strategic Report  →  At a Glance

Who we are

We are an authentic, 
global fashion brand, 
producing sustainable  
and premium products.  
Our vision is to be  
the #1 Premium 
Sustainable Style 
Destination.

‘The brand turnaround is continuing   
at Superdry: rebuilding brand equity, 
enhancing consumer appeal through 
a unique product and value proposition, 
leveraging the role of social in 
commerce, and continuing to focus 
on becoming the #1 Premium 
Sustainable Style Destination.’

Julian Dunkerton
Chief Executive Officer

Our brand history

2004

2010

2011

Introduction
We are 20 years old!

In 2003, Julian Dunkerton 
co-founded Superdry 
to develop and create 
a new in-house brand.

The company is floated on   
the London Stock Exchange, 
becoming SuperGroup plc.

Our first store solely dedicated 
to selling Superdry products 
is launched in 2004!

In December 2011, we open 
the doors to our flagship 
Regent Street store.

4

Superdry plc Annual Report 2023Strategic Report  →  At a Glance

Our mission

Our mission is to serve our diverse community through a premium brand that is focused on the future, prioritises sustainability, 
leads with craft, and celebrates culture.

Brand values

Our values make us different, with a key focus on the things 
that run deep through the Superdry DNA. This is how we think 
about our values.

Future

•  We’re determined to leave a 

better legacy

•  We continue to innovate sustainably, 
aiding circular product lifestyles and 
influencing change

•  We pioneer and protect with 

a positive impact on people and 
the planet

•  We inspire the digital age, redefine   
the future, while staying true to 
our roots

Craft
•  We’re passionate about the premium 
product and design that runs deep in 
our DNA

•  We’re committed to the highest 
quality and continued evolution 
of our craft

Culture

•  We’re drawing inspiration from 
the past to shape a generation 
of future icons

•  We’re defying the odds and doing   

the unexpected

•  We’re unafraid, unfiltered, and fuelled 

•  We’re devoted to detail with every 

by our ambition

stitch, seam, and section

•  We’re doing things right, even when 

no one is watching

•  We embrace our diverse community 

of conscious customers, united 
through their love of style

2015

2018

2019

2021

2023

By 2018, via its owned 
stores and websites 
and via the network of 
franchises, licences and 
concessions, Superdry 
is sold in 157 countries.

In April 2019, founder Julian 
Dunkerton returns to lead 
Superdry, resetting the brands 
focus on quality and design. 

In July 2015, Superdry enters 
into a 10-year minimum joint 
venture agreement with 
Trendy International Group, 
an experienced Chinese 
retail operator. 

5

Superdry agrees new 
partnership in APAC 
and recapitalises 
its balance sheet to 
ensure future success. 

Our new strategy is launched   
in April 2021 as we focus on 
becoming the #1 Premium 
Sustainable Style Destination.

Superdry plc Annual Report 2023Strategic Report  →  Business Model

Our model for success

Superdry distributes product to our global customer base seamlessly across multiple channels. 
We want our customers to be able to order from anywhere, from any device, using any payment 
method and have it delivered to any location from our distribution centres.

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

Plan and Design

Make

Ship

To achieve our mission and deliver 
against our objectives, we begin 
the product planning phase 
18 months before a product 
launches in the market. This 
ensures we have aligned all 
our resource and talent with 
our strategy and ambitions.

We have a passionate team of 
40 designers, each aligned to one 
or more of the collections within 
our consumer segmentation. 
Short-order product gives us 
the opportunity to capitalise 
on trends with:

•  Limited editions;
•  Low-volume product runs; or
•  Opportunity to augment the 
collection at a later point 
in the process.

Once our designers have imagined 
next season’s collection, it is over 
to our Sourcing team to work 
closely with our global network 
of suppliers to bring the product 
to life, in the most sustainable way 
possible. The split of manufacturing 
in FY23 was 42% in China, 30% in 
India and 21% in Turkey, and the 
remainder largely coming from 
Sri Lanka and Cambodia.

Please see our Sustainability 
Report on page 36 for more 
information on this pillar of our 
strategy and how it relates to 
our sourcing and production.

Manufacturing locations
Bulgaria
Cambodia
Vietnam
Sri Lanka
India
China
Turkey

We have a truly global distribution 
network, serving our multi-channel 
operations worldwide through 
three main distribution centres:

• 

‘The Duke’ in the UK (500,000 
sq. ft) and ‘The Baron’ in 
Belgium (720,000 sq. ft), both 
of which are ‘bonded’, allowing 
us to minimise the impact on 
the business as a result of Brexit. 
These warehouses primarily deal 
with inbound stock for Stores 
and Ecommerce customers, 
as well as a small element of 
Wholesale; and

•  An additional warehouse in 

Ghent, Belgium (335,000 sq. ft) 
which deals solely with 
Wholesale orders.

6

Superdry plc Annual Report 2023Strategic Report  →  Business Model

Sell

Our global footprint has been   
achieved through a truly multi-channel 
approach, leveraging the eight routes 
shown below to maximise the 
addressable market.

We remain committed to the high 
street and view stores as an integral 
element of the customer journey.   
Our Fulfil From Store and Click & 
Collect technology creates a seamless 
customer experience between digital 
and physical, as well as allowing us   
to optimise working capital.

We recognise that consumer habits 
continue to change and the switch   
to online has been accelerated by 

COVID-19. We continue to invest   
in our digital platform and this year 
transitioned to our new microservices 
platform. You can read more about   
our digital journey within the Strategy 
in Action section on page 12.

During the year, we have made 
advances in improving our 
Ecommerce fulfillment operations.   
As a result, we now offer enhanced 
drop-shipment services to some of   
our Wholesale partners selling on their  
direct-to-customer (DTC) platforms. 
These online orders are fulfilled by 
Superdry warehouses, expanding our 
DTC reach to even more websites 
and potential customers.

This migration has seen the shift of 
some sales, previously booked under 
Wholesale, to the Ecommerce division. 
The sales leaving Wholesale are 
generally earning a higher-than-
average margin in that segment, but 
will be slightly lower margin than the 
current Ecommerce margin. The net 
effect will be an overall increase in 
Group sales as we continue to fulfill 
more online orders from a wider pool 
of potential customers, and with 
a better customer experience.

We distribute our products to 
customers seamlessly across 
the following eight routes:

Routes to market

Owned

Ecommerce

Wholesale

Owned Channels

A

B

C

Third Parties

D

E

F

G

H

A. Owned stores
Mono-branded stores, 
operated by the Group, in prime 
locations split between high 
streets and shopping centres.

B. Concessions
Smaller stores, largely located 
in airports, operated by the 
Group in retail space owned   
by partners.

C. Outlets
Sale of previous seasons’ 
product in specialist stores.

D. Online store  
superdry.com
Digital flagship website, with 
localised sites in key markets.

E. Online distribution   
via offprice Ecommerce
Sale of previous seasons’ 
product on outlet websites.

F. Online distribution   
via partners
Distribution of Superdry 
merchandise using our   
key and independent retail 
partners’ own online platforms.

G. Strategic, key and 
field partners
Mono and multi-brand stores 
owned and run by third-party 
partners, selling Superdry 
merchandise.

H. Franchise and 
licensed business
Stores owned and run by 
franchise partners. Market and 
product licences are awarded 
to partners to reach even more 
potential customers outside 
our core markets.

Ecommerce
Orders made through partner 
websites but fulfilled by 
Superdry, otherwise known 
as our Partner Programme.

Dual-channel
Orders made through 
Wholesale partners but 
fulfilled by Superdry.

7

Superdry plc Annual Report 2023Strategic Report  →  Where We Operate

Where We Operate

Rest of World (including USA)

3731

employees

£89.1m

revenue

Strong multi-channel capabilities
We have 213 stores across 12 different 
countries, and 410 Superdry-branded 
franchised and licensed stores in 51 countries, 
as well as 18 Superdry-branded websites, 
translated into 21 languages.

410

franchised and 
licensed stores

18

branded 
websites

Intellectual property agreement to expand 
in APAC
In March 2023 we announced the signing of an Intellectual 
Property (IP) Transfer Agreement with Cowell Fashion 
Company Ltd to sell the Superdry brand IP within the APAC 
region for an upfront payment of $50m, or £34m net of 
transaction costs and taxation. Cowell is an experienced 
local partner that specialises in licensing and manufacturing 
established global brands within APAC. Cowell will own and 
use the Superdry brand in key APAC markets, starting with 
its home market of South Korea and extending to others, 
including China. Working together, Superdry and Cowell 
will develop products relevant for those markets, building 
a collaborative partnership to capitalise on the shift in 
consumer preferences in Asia towards lifestyle products. 
The deal was approved by shareholders on 30 May and 
completed on 31 May 2023. 

‘This agreement offers the Superdry 
brand a fantastic opportunity to 
expand its global reach, whilst 
providing additional funding to help 
deliver our turnaround programme in   
the face of the challenging consumer 
landscape. I’m absolutely thrilled by   
the opportunity to work with Cowell   
to create inspiring products consistent 
with our brand heritage and build out 
across the APAC market.’

Julian Dunkerton
Chief Executive Officer

8

Superdry plc Annual Report 2023Strategic Report  →  Where We Operate

UK & ROI

Europe

2,4531

employees

£247.9m

revenue

1,0071

employees

£285.5m

revenue

MAP KEY:

Countries with current operations

APAC countries excluded from IP agreement

APAC countries included in IP agreement, with current operations

APAC countries included in IP agreement, without current operations

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

9

Superdry plc Annual Report 2023Strategic Report  →  CEO Review

CEO Review

The past year has been exceptionally challenging due to the 
prevailing market conditions, but it has also seen exciting 
developments in our brand and business. As a company, 
Executive Team and Board, we have worked together to 
reinvigorate the brand, creating new styles and attracting 
new customers, while at the same time reducing business 
complexity and inefficiency. We have done all this whilst 
navigating a challenging trading environment, a cost-of-
living crisis and with the delayed recovery of our Wholesale 
business putting pressure on our liquidity.

The journey to returning Superdry to its previous revenue 
peak will not happen with a single collection, but we are 
encouraged by the early results seen, with the AW22 season 
having delivered our strongest jackets sales ever. We are 
also starting to make strides in our planned revitalisation of 
the Wholesale business. This started with the introduction of 
a new leadership team, a more cohesive approach with our 
Wholesale customers also selling online and an ongoing 
return to an agency model across Europe, empowering 
engaged local entrepreneurs to deliver the brand in 
markets they know well.

With COVID now firmly behind us, we were happy to 
invite and host over 200 of our global wholesale and buying 
partners from around the world to Cheltenham for the first 
time in three years. Our Global Sales Meeting (‘GSM’) gave 
those partners a preview of our SS24 collection, and the 
feedback has been excellent – we cannot wait to see it in 
our stores and online.

Despite the progress on our collection, we have not 
delivered the sales growth we had hoped for, with results 
falling well below expectations. This led to challenges 
with liquidity and the need to shore up our balance sheet, 
giving us back the flexibility needed to run the business 
for success. I have worked with our team to address the 
immediate concerns, including underwriting our 20% equity 
raise, to support continued operations and facilitate our 
cost-saving programme. Additionally, we secured the sale of 
our trademark in certain APAC countries to Cowell Fashion 
Company, a new international partner based in South Korea. 
We are very much looking forward to working with them 
to maximise the opportunity for our brand in Asia. These 
actions were kicked off in FY23, with the operational and 
financial impact landing in FY24.

We continue to stand by the strategy introduced in the FY21 
Annual Report, with style and sustainability encompassing 
everything we do. Our mission, ‘To be the #1 Premium 
Sustainable Style Destination’, remains the same, and we 
continue to deliver this via our four strategic objectives:

Inspire through product & style;

• 
•  Engage through social;
•  Lead through sustainability; and
•  All underpinned by strong operational foundations to 

‘Make it Happen’.

Inspire through product
When I returned to Superdry in late 2019, I set out to refocus 
our product by reducing internal competition, bringing the 
styles and brand back to its core, and re-introducing old 
classics to our current catalogue, drawing from our 20 years 

in the business. At that time there were over 4,400 options 
within the range; we have cut this in half whilst at the same 
time making the range more cohesive than ever before. I am 
extremely proud of the journey we have been on with our 
product, and the customer reaction we have been receiving.

The first area we addressed on my return was our winter 
jackets range. Having done the work on improving our 
collection, we have been rewarded with results, with 
our best-ever sales season for winter coats in AW22.

At the core of our range is our Original & Vintage product. 
We have worked hard to refresh this collection and revisit 
what it is that brings our customers back again, and again. 
Starting with block, we find the shapes and fits that are 
current, whilst also ensuring our range has a taste of 
something new. We then look at fabric, ensuring everything 
we make is of a high quality and with a great feel, but 
delivered at a reasonable price. Finally, we look at the how 
to use branding, where we have a graphics archive of over 
4,000 options. In every garment we make, we consider how 
and where to place our branding, with either subtle internal 
branding for our more discerning customer, or a bolder 
splash of colour, for those who prefer it.

As mentioned, with our first GSM since the pandemic in 
Spring 2023, we were able to display our new collection for 
SS24 and I am very pleased to say that we have a lot of 
exciting new styles and products to come to the market. 
Most encouraging was the feedback from our global 
partners, which was very positive. We look forward to 
continuing our journey of bringing the brand forward, with 
a renewed confidence and the styles to go with it, as we 
share it with the world.

Engage through social
Our social media channels continue to be a key area of 
focus for us, both as a platform for recruiting new customers 
to the brand but also as a runway for our latest styles and 
enticing our current customers back to our physical and 
online stores. We work across all major social media 
channels, from our largest community on Facebook, to our 
fastest growing on TikTok, each with unique opportunities 
for engagement and connection with our community.

10

Superdry plc Annual Report 2023Strategic Report  →  CEO Review

We have continued to build on our fastest growing channel, 
TikTok, with 637,000 followers and over 5.9m likes across 
all our video content. The majority of content shared on the 
platform is user-generated and features the popular hashtag 
#GRWM (Get Ready With Me), where influencers share their 
style choices, inspirations, and tips with their followers. 
Building on this, we have had 98 videos go ‘viral’ (exceed 
500,000 views) on the platform, with a number of videos 
from our recent SS23 campaign exceeding four million 
views. The engagement is both organic and paid, user-
driven, and has been extremely conducive in getting 
new customers – mainly women – into our stores.

Building on this success, we are now exploring social 
commerce opportunities via TikTok and Pinterest, with 
some really encouraging initial results driving increasing 
awareness and traffic to the website. We will continue to 
test and share our progress in this area as we go forward.

We have also had great success with our recent Athletic 
Essentials campaign on Instagram. Levels of engagement 
with our campaign content for these items have been 
particularly encouraging, most notably with Gen Z. This 
demonstrates a clear interest in the new range, especially 
with the under-25 female audience – a target demographic 
– as the product continues to resonate well with both new 
and existing followers.

Lead through sustainability
Sustainability is transforming Superdry.

Our journey, captured at the start of this year in our Better 
Choices Better Future campaign, is progressing well. This 
transformation represents a shift in mindset across the 
brand. Each team owns their part of the strategy, thus 
amplifying the scale of change.

I am pleased to see the increasing share of recycled 
materials used across the range. Making recycled options 
the norm has been supported by fully recycled padding in 
all jackets last year, and 100% of swimwear collections are 
now from fully recycled materials. Recycled cotton is also 
increasingly being used alongside our organic cotton 
options and we are using our own waste cotton in our sweat 
ranges, converting over 100,000 individual garments into 
fully recycled fabrics sourced from our own waste in this 
year alone.

Organic cotton and the health of our soils remains at the 
heart of our product strategy, with around 12,500 farmers 
this year completing their training to convert to organic 
practices. With 62% of the volume bought converted to 
low-impact, organic or recycled materials (3% off our 2025 
target), we are further ahead than I thought we would 
be at this stage and proud of it. I would like to thank my 
colleagues, our investors, suppliers, and partners for 
their continued support.

I am particularly proud of the strides we have made this year 
in our climate disclosure, our increasing use of recycled 
materials and our organic cotton farmer conversion 
programme. This progress is evidenced by reaching the 
CDP ‘A List’ for climate disclosure, putting us among the top 
1.5% of businesses reporting. This further demonstrates how 

11

far we have come over recent years, having started at a ‘C’ 
in 2019. We also appeared for a second time as leader in the 
Financial Times Europe Climate Leaders as number one for 
progress amongst British based fashion brands.

‘Sustainability is transforming Superdry. 
We are more focused than ever on our 
sustainability journey and making sure 
we do business with a conscience and 
have a brand to be proud of.’

Make it happen
Underneath is our ambition to build a better, more agile 
business that is less complex and delivers better results. 
We have done a lot this year across the organisation. First, 
we reorganised the Executive Team to bring Wholesale 
under the leadership of Craig McGregor, as Global 
Commercial Director. This revised model, which now brings 
together our Retail and Wholesale divisions, allows a more 
holistic oversight of the business and will enable greater 
sharing between our individual channels going forward.

We have completely revisited our Wholesale strategy 
to address the weak performance and taken a number 
of actions. The biggest change has been a return to an 
agency model, which is where we work with leading local 
entrepreneurs with a vested interest in ensuring the brand 
succeeds in their territory. Outside of the UK, Superdry was 
built using the agency model and we are looking forward to 
returning to this collaborative and mutually beneficial system.

Building on the move back to agency, we are also moving 
our Wholesale and Ecommerce teams towards a better 
alignment and a unified approach with some of our biggest 
customers. For an increasing number of our key Wholesale 
customers, their online presence is large and growing, and 
so we are working to provide better facilitation of sales via 
our Partner Programme, whilst helping them move towards 
the Superdry of the future in their stores, broadening 
their collections.

As Peter mentions in his Chair’s Statement, we have also 
taken decisive action this year to improve liquidity, with the 
impact landing in FY24. The combined cash raised from both 
the rights sale in Asia Pacific and the 20% equity raise, net of 
fees and taxes, was around £45m. We have also taken the 
difficult decision to reduce our head count at head office, 
recognising that the scale of our fixed costs was not in line 
with our revenues. With a restored balance sheet, a cost 
savings programme expected to deliver approximately 
£35m in savings, and a renewed go-to-market strategy 
in Wholesale, I am confident we will see an improved and 
stronger commercial performance.

Julian Dunkerton
Chief Executive Officer

Superdry plc Annual Report 2023Strategic Report  →  Strategy in Action

In the year we 
celebrate 20 years 
of a great British 
icon, we continue  
to be focused on  
our mission to be  
the #1 Premium 
Sustainable Style 
Destination.

Be the #1 Premium Sustainable Style Destination

Inspire Through

Engage Through

Lead Through

Product and Style

Social

Sustainability

MAKE  IT  HAPPEN

12

Superdry plc Annual Report 2023Strategic Report  →  Strategy in Action

Since introducing our mission-led strategy in 2021 the world has changed significantly. Superdry’s three consumer-facing 
strategic pillars of ‘Inspire through product and style’, ‘Engage through social’ and ‘Lead through sustainability’ are more 
relevant than ever. These areas will continue to be at the heart of our decision-making, as we rebuild brand equity, leverage 
the role of social in commerce, and enhance the consumer appeal.

Our immediate focus for the year ahead is centred on the internal foundation of the ‘Superdry House’. The ‘Make it Happen’ 
framework is concentrated on developing a simplified future operating model which continues to meet consumer demands 
while delivering positive financial performance, and resetting the business for future success.

Pillar

2023 progress

Priorities for 2024

•  A more gender-balanced sales mix, 
with Womenswear product Retail 
sales rising to 43% from 39%; and

•  Raising our short-order sales mix,   
up to 5.3%, from 0.6%, driven by 
Afghan coats, lightweight jackets   
and cargo pants. 

Inspire through 
product  
and style

• 

Improve our sustainable product sales mix;

Increase our future full-price sales mix; and

• 
•  Continue to progress towards a gender balanced 

sales mix.

Engage   
through  
Social

Lead through 
sustainability

Make it  
happen

•  Brand Heat, a key metric, continued   
to build on FY22 momentum as it 
increased to 32.4, up from 31.4;

• 

Increased our social following to 4.3m, 
up from 3.9m, largely due to TikTok as 
a new leading social channel, which is 
predominantly used by under-25s; and

•  15% of customers on our database are 

under 25, in line with last year. 

•  Continue improving Brand Heat;

• 

• 

Increase our social following with higher 
engagement; and

Increase customer retention and satisfaction. 

• 

Improved CDP rating from B to A, one 
of only two British fashion brands to 
receive an A rating;

•  Progress towards our net-zero carbon ambitions;
•  Continue to maintain our 100% Water 

Footprint mapping;

•  Our Water Footprint mapping exercise 
reached 71% of purchased garments, 
up from 70%; and

•  Successfully launched pre-loved 

clothing donation boxes in UK & Ireland. 

• 

• 

Improve our Safe and Fair Conditions ethical 
standards; and

Increase the reach of our Organic Farmer 
Training programme. 

• 

Inventory units reduced by 2.8m 
to 9.9m units as we continued our 
targeted clearance of old stock;

•  Continued to take steps to optimise 
the Group’s cost base for the likely 
shape of the business going forward;

•  Externally-verified cost savings 

programme of £35m launched; and

•  Undertook balance sheet improvement 
activities post the financial year-end 
including an equity raise and IP sale 
in APAC which, taken together, 
generated approximately £45m,   
net of fees and taxation.

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

profitability of the remaining store estate;

•  Bring multi-brand energy and excitement 

to our larger-format stores, improving store 
sales densities;

•  Reset Wholesale division, simplifying and 
stabilising the profitable route to market. 
Reintroduce the agent model in Europe;

•  Right-size operating cost bases, with focus 

initially on logistics and GNFR;

•  Continue to utilise fashion marketplaces to 

expand Superdry reach to new consumers and 
markets, and;

•  Reduce overall stock holding while still optimising 

stock flows, channel demand and turn.

Our strategic pillars are enabled by organisational governance – the controls, policies, procedures, training and culture that 
support governance. The Corporate Governance section of this report on page 64 explains our governance framework and 
our compliance with the UK Corporate Governance Code.

13

Superdry plc Annual Report 2023Strategic Report  →  Strategy in Action

INSPIRE THROUGH PRODUCT AND STYLE

Superdry presents: Afghan Coats
Rooted deep in history and culture, and inspired by bohemian 
fashion, the Afghan jacket transcends generations. These 
were among our bestsellers this year, with our range sold out 
just eight weeks after launch in October 2022. After such 
success, our Afghan jacket range is a key focus for us 
going into AW23. 

14

Superdry plc Annual Report 2023Strategic Report  →  Strategy in Action

Jackets continue  
to be well received
A staple of the Superdry stable, 
our jackets continue to perform 
well with overall sales strong 
once again. Planning for our 
jackets launch for AW23 
continues at pace. 

INSPIRE THROUGH PRODUCT AND STYLE

Revolutionising 
womenswear
A distinct alternative to denim, our 
new range of women’s cargo pants 
was a great success, selling out 
in just four weeks. Meanwhile, we 
have been busy revolutionising our 
women’s t-shirt range, introducing 
new blocks and seeing some of 
our best ever sales through SS23. 
The hard work continues for our 
SS24 planning and launch. 

15

Superdry plc Annual Report 2023Strategic Report  →  Key Performance Indicators

Operational

Social followers (m)

4.3m

YoY movement +0.4m

Active customer database (m)

2.5m

YoY movement (0.2)m

Definition – Number of unique accounts that have ‘followed’ the main 
Superdry accounts across all social channels (Facebook, Instagram, 
TikTok, Twitter, Pinterest and YouTube).

Rationale – A measure of Superdry engagement with customers 
via online channels and the ability to convert customers into revenue 
either directly (e.g. via click-through) or indirectly (in-store, increased 
brand awareness).

Definition – Number of customers on the Superdry database who have 
made a purchase in the last 12 months.

Rationale – A measure of the retention and growth of our customer 
base following the segmentation into collections, reflecting improved 
targeted marketing and resonance of our improved product.

Sustainable product mix (%)

39%

YoY movement (8.0)% pts

Brand Heat

32.40

YoY movement 3.0%

Definition – % volume of sustainably sourced product bought within 
the current financial year.

Sustainably sourced product is defined as organic, low-impact and/or 
recycled in line with our Environmental Policy.

Rationale – A measure of the level of sustainable product being 
created by the Group – a proxy to the environmental impact, rather 
than revenue performance. This metric tracks against the ambition 
to be ‘the most sustainable listed fashion brand on the planet by 2030’.

Inventory days 

171 days

YoY movement (10) days

Definition – Average of period inventory / Sum of last 12 months cost 
price sold, multiplied by 365.

Rationale – A measure to track against reduction in overall inventory 
through tighter buying practices, carry over of foundation product 
(replenishment model) and more efficient use of clearance channels.

Definition – In order to calculate Brand Heat, we use three measures 
from an external WGSN-conducted interview of 17,500 people, which 
includes over 100 measures asked across 300 retailers.

Brand Heat is a bespoke measure using a weighted average of the 
percentage scores gathered from consumers for the below questions:

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

following?’ A consumer is counted where they responded ‘Purchased’, 
‘Never purchased’, but not ‘Don’t know them’.

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

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

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

‘How would you describe your opinion of the following retailers?’ 
A consumer is counted where they responded ‘Love’ or ‘Like a lot’.

Respondents are able to complete the questionnaire once every six 
months for brands they are aware of, not necessarily brands they have 
purchased from.

Rationale – A measure of Superdry’s resonance among consumers 
using the combined metrics of prompted awareness, consideration   
and appeal. The measure captures continuing advances in marketing, 
product assortment and consumer experiences. 

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

16

2023202220212.52.72.82023202220214.33.93.320232022202139%47%33%20232022202132.4031.4430.60202320222021171181206Superdry plc Annual Report 2023Strategic Report  →  Key Performance Indicators

Financial

Group revenue (£m)

£622.5m

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

£(21.7)m

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

£(78.5)m

Adjusted basic EPS (p)

(111.8)p

Basic EPS

(181.3)p

Closing net debt/(cash)* (£m)

£(25.6)m

Net working capital** (£m)

£73.9m

 *

‘Adjusted’ and ‘Net debt/(cash)’ are used as alternative performance measures (APMs). A definition of APMs and explanation as to how they are 
calculated is included in Note 35 to the Group and Company financial statements.

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

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

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

17

202320222021622.5609.6556.1202320222021(21.7)21.6(12.6)202320222021(78.5)17.6(36.7)202320222021(111.8)36.0(19.4)202320222021(181.3)27.4(44.0)20232022202173.9116.1124.1202320222021(25.6)(1.0)38.9Superdry plc Annual Report 2023Strategic Report  →  CFO Review

CFO Review

‘This has been a challenging year for Superdry, 
but I do believe that as a result of the decisions 
we have taken and the actions implemented, 
we find ourselves on a firmer footing. The Board 
and I remain committed to the turnaround plan 
and look forward to continuing to deliver 
the programme as we move through 2024.’

Stores
Ecommerce
Wholesale
Group Revenue
Stores
Ecommerce
Wholesale
Gross Profit
Gross Profit Margin %
Selling and Distribution Costs 
Central Costs
Other Gains 
Adjusted Operating (Loss)/Profit
Net Finance Expense
Adjusted (Loss)/Profit Before Tax*
Adjusting Items
Fair Value Movement on Forward Contracts 
IFRS2 Charge – Founder Share Plan
Restructuring and Strategic
Onerous Lease Provisions and Impairment Charges
Total Adjusting Items 
(Loss)/Profit Before Tax
Tax (Expense)/Credit
(Loss)/Profit for Period

Reflections on 2023
The past twelve months have presented a challenging 
environment for the UK retail sector, stepping out of the 
pandemic and into a cost-of-living crisis. Whilst we have 
made several important financial, operational and strategic 
steps as we continue our turnaround programme, we have 
also been presented with a number of challenges, not least 
significant pressure on liquidity.

As a result of the weaker trading environment and a lagged 
recovery from Wholesale, the Group found itself significantly 
cash constrained. Whilst Peter and Julian have both touched 
on the recapitalisation efforts made in the year, I would like 
to provide some additional colour on the decisions we have 
taken that have been critical in improving the Group’s 
liquidity position.

Firstly, in December 2022, we agreed a new loan facility 
of up to £80m, dependent on the level of inventory and 
receivables in the business, and subject to a discretionary 
availability cap. This incorporated a £30m term loan, for 
three years with an option to extend for one further year, 
with Bantry Bay Capital. This replaced the existing Asset 
Based Lending Facility which was due to expire at the end 
of January 2023. Given market conditions, the interest rate 
of SONIA+7.5% on the drawn element was higher than 
our previous agreement, but the revised facility is notably 
covenant light. The facility came with a capping restriction, 
which has been in place since the outset, and with the 

FY23 
£m

262.0
178.0
182.5
622.5
170.2
100.9
57.3
328.4
52.8%
(306.6)
(66.1)
31.0
(13.3)
(8.4)
(21.7)

(10.4)
–
(3.1)
(43.3)
(56.8)
(78.5)
(69.6)
(148.1)

FY22 
£m
228.4
155.7
225.5
609.6
161.9
97.8
81.7
341.4
56.0%
(272.4)
(70.2)
30.8
29.6
(8.0)
21.6

13.7
0.6
–
(18.3)
(4.0)
17.6
4.8
22.4

Change 
%
14.7%
14.3%
(19.1)%
2.1%
5.1%
3.2%
(29.9)%
(3.8)%
(3.2)%
12.6%
(5.8)%
0.6%
(144.9)%
5.0%
(200.5)%

(175.9)%
–
–
136.6%
–
–
–
–

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

as further explained in Note 35.

18

Superdry plc Annual Report 2023Strategic Report  →  CFO Review

advent of the second lien lender, we have reduced Bantry 
Bay’s risk, and unlocked the full facility.

Furthermore, and as formally approved by shareholders 
in May 2023, we agreed to sell the IP assets in certain 
countries within the Asia Pacific region to our new strategic 
partner, Cowell Fashion Company. This disposal raised 
$50 million, or around £34 million net of transaction costs 
and taxation and marked a significant step in our ongoing 
turnaround programme. Also in May 2023, we completed an 
equity raise equivalent to 19.1% of the Group’s existing share 
capital, generating proceeds of approximately £11m, net 
of fees.

In addition, since the financial year end, we announced in 
August that we have unlocked a further £25m of borrowing 
to help mitigate the headroom cap on our Bantry Bay facility. 
This agreement was reached with Hilco Capital Limited and 
is for a twelve-month term, with the option to extend, at an 
interest rate of 10.5% plus the Bank of England base rate. 
As with our Bantry Bay agreement, it is covenant-light, 
giving us the necessary flexibility to navigate the current 
challenging macro-economic environment and continue 
to focus on delivering our turnaround plan and cost 
reduction programme.

The steps we have taken over the course of the year to 
improve our liquidity have been complemented by actions 
taken internally to reduce costs and drive efficiencies. We 
have identified initial cost savings of around £35m. These 
will be achieved through estate optimisation, logistics and 
distribution savings, better procurement, and continued 
range reduction. Our efforts in this area are ongoing, but 
they will enable us to deliver a material uplift to underlying 
profitability over the medium term, as the steps taken last 
year are fully realised in FY24.

However, with regards to profitability, we cannot ignore 
what has obviously been a difficult year for the Group 
with the statutory loss after tax of £148.1m materially 
below expectations. This has largely been down to the 
challenges of underlying trading I have outlined above 
and detailed below.

Store sales showed signs of recovery from the period 
of COVID disruption, with strong peak holiday sales 
and growth of nearly 15% over the course of the year. 
Following the Christmas holidays, what is traditionally a 
slower trading period was exacerbated by the emerging 
cost-of-living crisis and falling real wages, resulting in 
slower sales than expected across all territories towards 
the end of our fiscal year.

Our Ecommerce business delivered excellent sales from 
our AW22 collection, particularly across third-party partner 
sites, and this continued through to what was our best ever 
Black Friday event. Trading remained robust throughout the 
holiday period but saw a similar slow-down in the new year. 
The launch of the SS23 collections also then saw a slow 
start across both Retail channels due to the unseasonably 
wet spring experienced across Europe.

19

Our Wholesale performance has lagged our own channel 
performance as our partners have largely found it more 
difficult to recover from the pandemic and continue to 
remain cautious on stock levels and liquidity. This has led 
to lower in-season orders and an overall decline across the 
segment year-on-year. We have also lost a small number of 
partners as the cost-of-living crisis affects smaller businesses.

The net result for the Group is an adjusted loss before tax 
of £21.7m.

As part of the ongoing balance sheet control improvements, 
which form part of the finance turnaround programme, we 
have identified several necessary adjustments which impact 
both this year and prior years. These legacy issues are now 
fully identified, and we have taken steps to address them 
and to put in place permanent fixes. They largely relate to 
the processes for the assessment of the recoverability of 
Ecommerce debtors and for review of store impairment 
calculations. A one off prior year correction of £(3.7)m has 
been recognised. Whilst it is disappointing to have to make 
these adjustments, we continue to believe strongly that the 
ongoing process improvements we are putting in place will 
significantly reduce risk and create a better way of working 
going forward.

We are also recognising net impairment charges of 
£37.6m in relation to right of use assets, £3.4m in relation 
to property, plant and equipment and £2.3m of onerous 
property contract charges within our Stores segment. The 
volatile trading environment and continued cost of living 
crisis has resulted in a re-evaluation of future store growth 
assumptions and, as a result of that more cautious outlook, 
we have taken the exceptional charge of £43.3m.

Finally, we have also recognised a tax charge of £69.6m in 
the year. This predominantly arises as a consequence of the 
reduction in the recognised deferred tax asset from £66.3m 
at FY22 to £nil in the current year. The £66.3m reduction in 
the recognised deferred tax asset has materialised as a 
revision to the Group’s outlook and material uncertainty. 
Further commentary on all the adjustments can be found 
below and an analysis of the tax position is set out in Note 14 
and the key judgements commentary within these financial 
statements. The remaining £3.3m of the total £69.6m charge 
for the year relates to an in-year tax charge.

This has been a challenging year for Superdry, but I do 
believe that as a result of the decisions we have taken 
and the actions implemented, we find ourselves on a much 
firmer footing. The Board and I remain committed to the 
turnaround plan and look forward to continuing to deliver 
the programme as we move through 2024.

Finally, I would like to thank all my colleagues at Superdry 
for their efforts over the course of the year. Your hard work 
is much appreciated.

Superdry plc Annual Report 2023Strategic Report  →  CFO Review

Business performance
Group revenue increased 2.1% year-on-year to £622.5m 
(FY22: £609.6m), largely driven by the strong performance 
in our Stores and Ecommerce channels, offset by a weaker 
performance within Wholesale.

Store sales increased 14.7% year-on-year to £262.0m as 
our collections resonated with consumers and we saw traffic 
shift back to physical retail post-pandemic. Ecommerce also 
performed strongly, increasing sales to £178.0m, up 14.3% 
year-on-year, with the reversion in consumer behaviour and 
shift back to physical retail more than offset by a step-up 
in performance on third party sites. Retail revenue, which 
comprises our Stores and Ecommerce channels, was up 
14.6% year-on-year, which helped offset the decrease in 
Wholesale revenue. Our Wholesale revenue was £182.5m, 
down 19.1%, as inventory build-up over the pandemic and 
slower uptick in partner confidence drove weaker performance.

During FY23, gross margin decreased 3.2 percentage 
points year-on-year to 52.8%. This was mainly a result of our 
stock reduction programme, which has focused on clearing 
remaining old stock and reducing the working capital needs 
of the business. Stock levels have reduced from nearly 19m 
units at the end of FY19 to under 10m units as at FY23 and 
our work here remains ongoing. The margin dilution was also 
impacted by the higher mix of third-party sales within our 
Ecommerce channel, where commission charges are 
included in the margin, as well as deferred price 
increases within the Wholesale business.

Our adjusted loss before tax of £21.7m was impacted by a 
slowdown in Retail trading in the second half of the year, 
a return to more normalised rent payments, business 
rates and store overhead costs, as well as increasing 
wage inflation, all of which were exacerbated by the 
underperformance and continued stock clearance 
in Wholesale.

Retail revenue
Retail Revenue comprises sales across our Stores and 
Ecommerce channels.

Retail Revenue
Stores
Ecommerce
Total Retail Revenue
Ecommerce Revenue as a 
proportion of Retail Revenue
Ecommerce Revenue as a 
proportion of Group Revenue

FY23  
£m

262.0
178.0
440.0

FY22  
£m
228.4
155.7
384.1

Change  
%
14.7%
14.3%
14.6%

40.5%

40.5%

–

28.6%

25.5% 3.1% pts

Stores
Store revenue had a strong year, increasing 14.7% on the 
same period last year to £262.0m despite the pressures 
from the emerging cost-of-living crisis, as consumers 
continued to return to physical retail, and we had a full 
year of open stores with no COVID-related closures.

Mainland Europe demonstrated a delayed recovery to 
high street footfall post COVID, particularly in Belgium 
and Germany, but had an extremely strong second half 
of the year as consumers continued to regain confidence. 
Mainland Europe sales were up 15.6% year-on-year. 
Meanwhile, the UK and Republic of Ireland was up   
15.4% and the Rest of World, which is only US stores, also 
continued to recover strongly and closed the year up 8.5%.

We closed 12 stores in the year and opened 7 new stores in 
the UK, the Netherlands and Germany, ending the year with 
213 owned stores. We will continue to assess capital-light 
new opportunities and necessary store closures as they arise.

Store Revenue by Territory
UK and Republic of Ireland
Europe
Rest of World
Total Store revenue

FY23 
£m

142.8
88.5
30.7
262.0

FY22 
£m
123.6
76.5
28.3
228.4

Change  
%
15.4%
15.6%
8.5%
14.7%

Ecommerce
Ecommerce revenue is a combination of sales made through 
our owned websites and those made online through third 
parties. Whilst we have seen a shift back to physical trading, 
our Ecommerce platforms have continued to perform 
robustly with particularly strong performance across third 
party channels, driving the year-on-year increase of 14.3% to 
£178.0m. We are extremely encouraged by this performance 
which validates the continued progress made on digital 
improvements across our owned sites.

Third party channels include partner programme revenue, 
where Superdry fulfils orders placed on partner websites. 
The shift to a 100% partner programme with Zalando, 
which was completed in the first half of 2023, has been 
a significant driver of success online, particularly across 
Europe where sales have increased 27.8% year-on-year.

Ecommerce Revenue by Territory
UK and Republic of Ireland
Europe
Rest of World
Total Ecommerce 
Revenue

FY23 
£m

78.2
88.4
11.4

FY22 
£m
76.8
69.0
9.9

Change  
%
2.0%
27.8%
16.2%

178.0

155.7

14.3%

Wholesale
Wholesale performance continues to lag the rest of the 
Group as our partners, particularly across mainland Europe, 
have continued to suffer from build-up of inventory and a 
slower uptick in confidence in the aftermath of the pandemic 
period. This has led to much lower levels of sales than 
anticipated. In particular, low levels of dispatches in the first 
half of the year of the higher valued AW22 inventory, as well 
as poor weather in the second half of the year resulted in 
less demand for our SS23 collection which has led to a 
decrease in revenue of 19.1% year-on-year.

20

Superdry plc Annual Report 2023Strategic Report  →  CFO Review

Nevertheless, performance in the UK and Republic of Ireland 
was robust, up 14.0% year-on-year, partially offsetting the 
decline in mainland Europe. Growth in the UK was largely 
driven by additional clearance deals negotiated to continue 
the reduction in historical stock.

It is also worth noting that Wholesale has also been 
impacted by our growing third-party partner programme. 
This is particularly the case in mainland Europe where 
successful contracts with online retailers such as Zalando 
have moved traffic away from Wholesale, and towards 
Ecommerce. Nevertheless, whilst Wholesale continues to 
present a challenging environment for us, it also represents 
an extremely important part of the Superdry business, 
and we will continue to work with our partners to 
support their recovery.

Wholesale Revenue by Territory
UK and Republic of Ireland
Mainland Europe
Rest of World
Total Wholesale Revenue

FY23 
£m

26.9
108.6
47.0
182.5

FY22 
£m
23.6
148.8
53.1
225.5

Change  
%
14.0%
(27.0)%
(11.5)%
(19.1)%

Gross margin
As a result of the aged stock clearance exercise, the 
increased mix of third-party online sales and deferred price 
increases in Wholesale, total gross margin has decreased 
by 3.2 percentage points year-on-year to 52.8%. Whilst 
we remain committed to our return to full price trading, the 
margin continues to be impacted by our ongoing strategic 
initiative to reduce the historic stock base and our efforts 
in this area remain ongoing.

Gross Margin by channel
Stores
Ecommerce
Retail
Wholesale
Total Gross Margin 

FY23 
%

65.0%
56.7%
61.6%
31.4%
52.8%

FY22 
%

Change  
% pts
70.9% (5.9)% pts 
62.8%
(6.1)% pts
67.6% (6.0)% pts
36.2% (4.8)% pts
56.0% (3.2)% pts

Total operating costs
Total operating costs increased 9.6% to £341.7m.

Selling and distribution costs increased to £306.6m, largely 
due to an increase in store overhead costs. The period 
marked a return to a more normalised way of working and 
therefore more normal cost levels following COVID related 
relief, as well as a return to standard business rates. During 
the period, we have also seen increases in our energy 
costs as well as wage inflation, with a pay rise to our store 
employees largely driven by statutory requirements. These 
movements have been somewhat offset by our reduction 
in headcount at head office as we continue to shape the 
business, and cost base, more appropriately.

Central Costs are down 5.8% to £66.1m due to the absence 
of bonus payments offset by additional IT costs associated 
with system and process improvements and the migration 
to cloud-based software from legacy systems which is 
expensed not capitalised.

As announced in April 2023, and in line with our ambition 
to reduce the Group’s cost base, we have identified initial 
cost savings of over £35m, all of which have been externally 
validated. These will be achieved through estate optimisation, 
logistics and distribution savings, a headcount saving that 
has already been completed, better procurement and 
continued range reduction. We expect these savings to be 
fully realised by the end of FY24, with costs to achieve them 
primarily incurred in FY23. As a business we are continuing 
to review further re-engineering options to achieve 
additional savings and reaffirm the Group’s commitment and 
sharp focus on cost efficiency as we move through FY24.

Other gains were higher in FY23 at £31.0m, up from £30.8m 
in the year previous. This primarily comprises of royalty 
income of £6.7m (FY22: £7.2m), lease modifications and 
terminations under IFRS 16 of £13.1m (FY22: 16.8m), as well 
as a £12.0m gain on foreign exchange (FY22: £12.0m), from 
FX movements which is largely realised.

Operating Costs
Selling and Distribution Costs
Central Costs
Other Gains and Losses 
Total Operating Costs 
pre-Adjusting Items

FY23 
£m

(306.6)
(66.1)
31.0

FY22 
£m
(272.4)
(70.2)
30.8

Change  
%
12.6%
(5.8)%
0.6%

(341.7)

(311.8)

9.6%

Adjusted (loss)/profit before tax
Our finance expense in the year was £(8.4)m (FY22: £8.0m), 
reflecting net interest expense/net bank interest of £(3.3)m 
and lease liability interest of £(5.1)m. This results in an 
adjusted loss before tax for the year of £(21.7)m, down 
from an adjusted profit of £21.6m in FY22.

Adjusting items
As part of the ongoing effort to improve our balance sheet 
control environment and strengthen our finance processes 
and systems, we have identified several adjustments which 
impact both this year, and prior years. 

In respect of the prior financial year, we are making an 
adjustment of £(3.7)m. This is comprised of a £(4.9)m 
write-down to the balance recoverable from our Ecommerce 
debtors, offset by a £1.2m credit from the incorrect disposal 
of impaired stores. Clearly it is disappointing to be 
discovering these adjustments at this stage, but it does 
validate the improvements to systems and processes 
introduced over the past twelve months, with the aim 
of avoiding any recurrence of such issues in the future. 
This is an ongoing journey but it continues to be a key 
area of focus for the business as we move into FY24.

Further to the above, we are also taking additional charges 
for impairment and onerous property contract related 
provisions against our store estate. Given the volatility 
observed in trading and continued cost of living crisis there 
are clear indicators of impairment. Significant movements 
in our internal forecasts for store performance mean that 
at FY23, 132 stores have an impairment against them, with 
a net impairment charge of £(41.0)m, primarily driven by 
the UK and Germany. We are also taking a further charge of 
£(2.3)m in respect of our Onerous property related contract 

21

Superdry plc Annual Report 2023Strategic Report  →  CFO Review

provision  following utilisation of some of this provision 
within the period. The entire estate is captured within the 
onerous property related contract provision calculation, 
of which 41 stores now have a recognised provision. 
The combination of these factors results in an charge 
of £(43.3m) being recognised in the year.

Additionally, a £10.4m charge has been recognised within 
adjusting items in respect of the fair value movement in 
financial derivatives (FY22: £13.7m gain), which has been 
driven primarily by the relative weakness of Sterling against 
the US Dollar at year-end, and its impact on forward 
currency contracts, buying US Dollar with Sterling.

As a result, the statutory loss before tax is £(78.5)m, which 
includes total Adjusting Items of £(56.8)m. The same number 
at FY22 was a £17.6m profit, which included total Adjusting 
Items of £(4.0)m.

Adjusting Items
Fair Value Movement on 
Forward Contracts
IFRS2 Charge – 
Founder Share Plan
Restructuring and Strategic
OLP and Net 
Impairment Charges 
Total Adjusting Items 

FY23 
£m

FY22 
£m

Change  
%

(10.4)

13.7

(175.9)%

–
(3.1)

0.6
–

–
–

(43.3)
(56.8)

(18.3)
(4.0)

136.6%
–

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

The tax charge largely arises as a consequence of the 
reduction in the recognised deferred tax asset from £66.3m 
at FY22 to £nil in the current year. The £66.3m reduction in 
the recognised deferred tax asset has arisen as a result of 
the revision to the Group’s outlook and material uncertainty.

The remaining £3.3m of the total £69.6m charge for the year 
relates to an in-year tax charge.

(Loss)/Profit after tax
Group statutory loss after tax for the year was £(148.1)m, 
compared to a £22.4m profit at FY22. This reflects the 
weaker underlying performance from the business, the 
accounting adjustments and the tax expense.

(Loss)/Profit per share
Reflecting the loss made by the Group during the year, 
Adjusted Basic EPS is (111.8)p per share (FY22: 36.0p).

Reported basic EPS is (181.3)p (FY22: 27.4p) based   
on a basic weighted average of 81,668,940 shares 
(FY22: 81,879,072 shares).

Dividends
Given the uncertain macro-economic outlook and the need 
to maintain liquidity the board continues to believe it is not 
prudent to recommend dividends in the near-term.

In addition, under the terms of our recent loan facility, the 
Company is restricted from declaring, making or paying 
dividends to shareholders without prior permission from 
Bantry Bay, which cannot be unreasonably withheld.

At the end of the reporting period, there are no 
distributable reserves.

Cash flow
Cash and liquidity management remains a critical priority for 
the business and the steps we have taken throughout the 
year have supported the Group in alleviating challenging 
liquidity constraints. Nevertheless, the end of pandemic-
related support, as well as the challenging trading and 
macro-economic environment have resulted in a drawdown 
of £48.0m on our Asset Backed Lending (“ABL”) facility.

Net cash and cash equivalents were £22.4m at the period 
end, but given the drawdown on our ABL facility, our net 
debt is £(25.6)m. The drawdown on our financing facility   
is a result of the underperformance in our Wholesale 
division and costs returning to more normalised,   
pre-pandemic levels, which left the business facing 
significant liquidity constraints.

Cash generated from 
operating activities
Tax (payment)/receipt
Net cash generated from 
operating activities
Cash flow from 
investing activities
Purchase of property, plant 
and equipment
Purchase of intangible assets
Sale of Intellectual Property
Net cash used in 
investing activities
Cash flow from 
financing activities
Lease incentives – 
Landlord contributions
Repayment of ABL facility
Drawdown of ABL facility
Interest paid
Interest received
Proceeds from issue of shares
Purchase of treasury shares
Repayment of leases – 
principal amount
Net cash used in 
financing activities
Net increase/(decrease) in 
cash and cash equivalents*
Cash and cash equivalents 
at beginning of period
Exchange (losses)/gains on 
cash and cash equivalents
Cash and cash equivalents at  end 
of period*

FY23

FY22

Change 
%

49.4  47.2 
0.4 

(3.6)

4.7%
–

45.8  47.6 

(3.8)%

(8.2)
(6.4)
4.0 

(10.4)
(7.2)
–

(21.2)%
(11.1)%
–

(10.6) (17.6) (39.8)%

4.0 

6.3 
(130.5) (146.3)
164.7 
160.1 
(8.0)
(10.2)
–
1.8 
–
0.1 
(2.0)
–

(36.5)%
(10.8)%
(2.8)%
27.5%
–
–
–

(56.3)

(66.6)

(15.5)%

(31.0) (51.9) (40.3)%

4.2 

(21.9) (119.2)%

17.4  38.9  (55.3)%

0.8 

0.4 

100.0%

22.4 

17.4 

28.7%

 * Net cash and cash equivalents includes overdraft

22

Superdry plc Annual Report 2023 
 
 
Strategic Report  →  CFO Review

Working capital
Inventory units have decreased by another 2.8m units, 
or 22.0%, to 9.9m units at the end of FY23 as we continue 
with our targeted clearance activity of older stock. We are 
committed to reducing this further into next year through 
our focused reduction of the option count for each seasonal 
buy. In line with the reduction in units, our inventory value 
decreased during the period to £112.5m, down 15.2% 
year-on-year. Trade and other receivables decreased 27.0% 
to £82.2m in line with the reduction in Wholesale revenue, 
whilst trade and other payables have also reduced, by 6.5%, 
to £120.8m with the contraction in revenue offset by the 
extension in trade terms.

Working Capital 
Inventories
Trade and Other 
Receivables
Trade and Other 
Payables
Net Working Capital

FY23 
£m

112.5

FY22 
£m
132.7

Change 
£
(20.2)

Change 
%
(15.2)%

82.2

112.6

(30.4) (27.0)%

(120.8)
73.9

(129.2)
116.1

8.4

(6.5)%
(42.2) (36.3)%

Balance Sheet
Non-current assets were £107.6m for the Group at year-end, 
down from £213.3m at the close of the previous financial year.

This was driven by a reduction in the value of Group property, 
plant and equipment, which had a carrying value of £16.3m, 
versus £23.4m at the end of FY22 and a further significant 
reduction in right of use assets, which reduced in value by 
£31.7m over the period, as well as the aforementioned 
reduction in the deferred tax asset, which was written down 
from £66.3m to £nil. Our right of use assets had a carrying 
value of £48.5m (FY22 £80.2) at period end, with the 
reduction due to the impairment charge taken during 
the period.

Current assets reduced from £274.7m to £254.0m as a 
result of the above-mentioned decrease in inventories 
and trade receivables. This was offset somewhat by an 
increase in cash and bank balances which rose to £58.2m 
(FY22: £20.5m).

Current liabilities rose in the period to £275.7m 
(FY22: £226.0m) as a result of the increase in our 
borrowings, which were up from £21.5m to £83.8m.

Non-current liabilities were £139.0m for the Group, down 
from £161.8m at the close of the previous financial year. 
This was driven by a reduction in lease liabilities, which 
fell from £151.2m at FY22 to £127.6m.

Our retained earnings reduced 58.6% in the year, from 
£252.9m to £104.6m, resulting in total equity of £(53.1)m, 
down from £100.2m at the close of the prior financial year.

23

Investment In Subsidiaries and 
Intercompany Debtor Impairment
In the year the company has recognised an IFRS 9 loan 
loss allowance on intercompany receivables of £121.0m 
(2022: £9.6m credit) and an impairment charge of £67.2m 
(2022: charge of £97.7m) on the Group’s investment in 
subsidiary undertakings. The loss allowance relates 
primarily to the Company’s subsidiaries in the USA (£65.6m), 
Germany (£44.6m), the Netherlands (£10.7m) and Spain 
(£0.1m). The impairment charge on the Company’s 
investments of £67.2m is in respect of DKH Retail Ltd 
(£59.6m), Supergroup Germany GmbH (£3.7m), Superdry 
Retail Denmark A/S (£3.2m) and C-Retail Ltd (£0.7m).

Assessment of The Group Prospects
Going concern
The financial position of the Group, its cash flows and 
liquidity position are set out in the financial statements. 
Furthermore, the Group financial statements include the 
Group’s objectives and policies for managing its capital, its 
financial risk management objectives, details of its financial 
instruments and exposure to credit and liquidity risk (please 
refer to note 33).

Background and context
Like many businesses in the retail sector, the Group has 
been through a period of unprecedented challenges over 
recent years. The global pandemic resulted in the enforced 
closure of stores, with many trading days lost. Despite a 
resurgence of store visits in many European countries 
following vaccination programmes and the lifting or easing 
of restrictions in the Group’s key markets, footfall has still 
not recovered to pre-pandemic levels.

The Russian invasion of Ukraine occurred in the second half 
of FY22, and whilst the Group was not directly impacted, the 
lasting effects of this on supply chains, the resultant input 
price inflation and the consequential impact on consumer 
confidence has increased the uncertainty in our forecasts, 
particularly in the short term, and therefore further 
challenges our ability to achieve the brand reset and the 
financial objectives in our plan. On the 27 January 2023 
profit guidance was reduced from £10m-£20m to broadly 
break even as a result of the uncertainty discussed 
above and underperformance of the wholesale channel. 
Subsequently on 14 April 2023 profit guidance was 
withdrawn after continued uncertainty within wholesale 
and lower than expected retail performance.

Superdry plc Annual Report 2023Strategic Report  →  CFO Review

In response to the challenging macroeconomic conditions 
and to partially offset the adverse impacts above, there are 
several key mitigations that the Group has undertaken:

•  Price rises ranging from 4%-6% across AW22 and SS23 
and the introduction of delivery charges for all online 
orders and returns.

• 

Increasing the mix of core product, which has a life of 
more than one season, and consequently reducing the 
clearance and buy cycle, which remains our largest 
cash mitigation.

•  Re-introducing targeted clearance activity in our stores.
Identified and implementing a number of operational 
savings and cost efficiencies across the Group.

• 

•  Restructured our loss-making US operations, reducing 

the numbers of stores, closing our distribution centre and 
fulfilling wholesale from the UK.

•  Focussed reduction of working capital, reducing stock 
held through lower purchases and targeted clearance, 
and closer management of our wholesale debtor portfolio.

Borrowing Facilities
In December 2022, the Group refinanced its existing asset 
backed loan (‘ABL’) of up to £70m with a new ABL facility 
of up to £80m, limited by levels of inventory and receivables 
held at any point in time, with specialist lender, Bantry Bay, 
including a term loan of £30m. This new facility will expire 
in December 2025.

At the year-end April 2023, £48.0m (£30m of which is the 
term loan element) of the Asset Based Lending Facility 
facility with Bantry Bay had been drawn down with the 
Group net debt position at £25.6m (please refer to note 26). 
The maximum drawdown on the ABL facility (HSBC/BNP) 
in FY23 was £54.3m in October 2022, in line with the peak 
working capital requirements of the Group.

In March 2023 the Group reached agreement with Cowell, a 
company listed on the South Korean stock exchange, to sell 
the Superdry’s intellectual property in certain countries in the 
APAC region for $50m before fees and taxes, significantly 
bolstering the liquidity position. The shareholder vote on this 
transaction was concluded on 30 May 2023 and therefore 
will be reflected in the FY24 report and accounts. It was also 
agreed with the Group’s lenders to increase the borrowing 
availability over the period until the funds were received on 
the IP sale to provide additional funding. The net proceeds 
(£34m) were received from the APAC deal in March and 
May 2023.

In May 2023 the Group successfully completed an equity 
raise with net proceeds totalling £11.4m.

In August 2023 a second lien ABL financing facility was 
agreed with Hilco Capital Limited of up to £25m.

Base case
The Group’s going concern assessment covers the 12-month 
period from the date of approval of the financial statements, 
derived from the latest FY24 and FY25 forecasts in the 
Group’s medium term financial plan (the ‘Plan’). Given the 
downgraded profits as mentioned above as well as the 
continued impact of the cost-of-living crisis which continues 
to impact the wider retail sector and the Group, our trading 
outlook has been adjusted to reflect these uncertainties 
which were updated and board approved in June 2023. 
The most significant assumptions in this revised set of 
projections are:

•  All trading channels benefit from ongoing product 

improvements, operational initiatives and marketing 
activity to support the brand reset which began in October 
2020, the full benefit of which is not yet realised, given the 
challenging macroeconomic environment. This benefit is 
offset by pressure on all trading channels as a result of 
the cost-of-living crisis impacting consumer spending.

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

negative like for like forecasts over the duration of FY24 
and through FY25 when adjusted for the impact of COVID 
on comparable periods. The net number of stores is 
expected to reduce which will impact top-line 
revenues but drive greater profitability.

•  Ecommerce revenues are projected to grow, driven by 

new 3 rd party site openings, the annualization of charging 
for delivery and returns on our own sites and the resultant 
returns rate reduction.

•  Wholesale revenues are projected to decline significantly 
into FY24 as a result of lower order book placings for 
autumn winter and spring summer reflecting the stock 
overhang from the pandemic-impacted trading of 
FY20-FY22. FY25 wholesale revenue is projected to be 
flat to FY24.A significant cost cutting programme across 
all areas of the business more than offset inflationary 
pressure through FY24 and FY25. Cost cutting measures 
include regearing of leases, payroll and marketing savings, 
central cost savings, logistics savings as well as the 
closure of the US DC.

In assessing the Group’s going concern status the Directors 
considered the base case (with the assumptions outlined 
above) and a reasonably possible downside scenario 
involving a reduction in revenue combined with lower 
achieved cost savings, which includes a requirement for 
additional financing in line with our working capital cycle 
without any mitigating actions.

Reverse Stress Test
Given the base case reflects the results of the turnaround 
plan and due to the current macroeconomic uncertainties 
already discussed, there is uncertainty around the Group 
achieving its targets and therefore a scenario has been 
modelled that assumes a reduction in the sales plan and not 
achieving the full scope of the cost out programme. These 
have been modelled as a reverse stress test. The reverse 
stress test models the decline in sales and the reduction in 
cost savings that the Group would be able to absorb before 

24

Superdry plc Annual Report 2023Strategic Report  →  CFO Review

requiring additional sources of financing in excess of those 
that are committed.

The reverse stress test scenario shows that, without any 
mitigating factors or contingency, a reasonably feasible 
downside scenario in sales and missing the cost savings 
would require funding in excess of our available facility at 
certain points in the year. A 2.6% deterioration in trading 
coupled with a 2.6% increase across the entirety of the 
Group’s cost base would result in a breach of facility limits. 
The facility availability is dependent on the position of 
receivables and inventory at each reporting month-end. 
However, the Group continues to manage its cash flow 
and is considering further options to improve liquidity 
along the lines of those already delivered to mitigate 
any potential shortfall.

This assessment is linked to a robust assessment of the 
principal risks facing the Group, and the reverse stress test 
reflects the potential impact of these risks being realised.

Summary
The financial statements continue to be prepared on the 
going concern basis. This conclusion is based on the 
Group’s current forecasts, sensitivities and mitigating 
actions available. With the continued challenges in the 
macro environment, coupled with the headroom on the ABL 
facility, the Directors note that until key mitigations can be 
actioned with certainty, there exists a material uncertainty 
related to Going Concern. This may cast significant doubt 
over the Group’s ability to continue as a going concern until 
said mitigations result in cost savings sufficient to increase 
headroom over the ABL facility and therefore, the Group 
may not be able to realise its assets and discharge its 
liabilities in the normal course of business.

The material uncertainty related to Going Concern arises 
due to:

•  The limited headroom within the current funding 

facilities in the context of an uncertain macro-economic 
environment in lieu of any additional financing (including 
any future IP deal similar to agreement for APAC region);

•  The ability of the Group to operate within existing 

committed financing facilities from the Group’s forecasts, 
which may be affected by continued uncertainty in the 
macro-economic environment;

•  The ability of the Group to successfully deliver the 

proposed cost out initiatives in the projected timeframe, 
given the scope and material nature of said savings.

After considering the forecasts, sensitivities and mitigating 
actions available to Group management and having regard 
to the risks and uncertainties to which the Group is exposed 
(including the material uncertainty referred to above), the 
Group directors have a reasonable expectation that the 
Group has adequate resources to continue in operational 
existence for the foreseeable future, and operate within its 
borrowing facilities and covenants for the period 12 months 
from date of signature. Accordingly, the financial statements 
continue to be prepared on the going concern basis.

Viability Statement
In line with the UK Corporate Governance Code, the 
Directors have assessed the prospects of the Group over 
a longer period than that required by the ‘going concern’ 
provision. The Directors have assessed the viability of the 
Group over the five-year period through to FY28 using the 
medium-term financial plan. The five-year viability period 
coincides with the Group’s strategic review period. The Plan 
assumes the successful implementation of the turnaround 
strategy to reset the brand, reversing the decline in 
performance which began in FY19 and has been 
exacerbated by the impact of Covid-19 and the cost-of-
living crisis, implement cost savings, and return the Group 
to historic profit margins whilst delivering long term growth. 
However, the Directors recognise that the prevailing 
conditions make it challenging to forecast future outcomes.

The viability assessment has considered the potential 
impact of the principal risks on the business, in particular 
future performance (including the success of the brand 
reset and turnaround strategy, and the broader economic 
recovery) and liquidity over the duration of the Plan. In 
making this statement, the Directors have considered the 
resilience of the Group under various market conditions, 
together with the effectiveness of any mitigating actions 
and the availability of financing facilities.

The assessment has been made, at the date of signing these 
accounts, with reference to:

•  The Group’s financial position at the year ended 29 April 
2023 including the current and forecast funding position 
and the Directors’ expectation that funding will be available,

•  The Group’s strategy and business plan;
•  The Board’s risk appetite;
•  The Group’s principal risks and uncertainties and how 

these are identified, managed and mitigated;

•  The Group’s going concern assessment; and
•  The external environment that the Group operates within.

In the short term, the viability of the Group is impacted by 
the limited headroom over its financing facilities given the 
uncertain macro-economic environment and the execution 
of the cost out programme, discussed in the Going Concern 
section. The Group is expected to return to profitability over 
the course of the Plan, stabilise the liquidity position and 
return to cash generation.

Based on this assessment, the Directors have a reasonable 
expectation that the Group will have sufficient resources 
to continue in operation and meet its liabilities as they fall 
due over the period to April 2028, taking into account the 
need to resolve the material uncertainty relating to liquidity 
headroom. However, a significant sustained downturn either 
in the wider economy or through strategic failure, would 
threaten the viability of the business over this five-year 
assessment period.

Shaun Wills
Chief Financial Officer

31 August 2023

25

Superdry plc Annual Report 2023Strategic Report  →  Non-Financial and Sustainability Information Statement

Non-Financial and Sustainability 
Information Statement

The table below shows where information required to be disclosed under sections 414CA and 414CB Companies Act 2006 
can be found in this Annual Report.

Reporting requirement Annual Report section(s) 

Environmental matters 
(including climate-
related financial 
disclosures)

TCFD Statement
Sustainability report and KPIs
Section 172 Statement and Stakeholders
How We Manage Our Risks

Employees

Sustainability Report
People Report
Section 172 Statement and Stakeholders
Directors’ Remuneration Report

Social and community 
matters

Sustainability Report
Section 172 Statement and Stakeholders

Human rights

Sustainability Report

Anti-bribery and 
corruption matters

Business model

Principal risks and 
uncertainties 

How We Manage Our Risks
Corporate Governance Report
Directors’ Report

Business Model
CEO Review
CFO Review
Sustainability Report and KPIs
Financial KPIs

How We Manage Our Risks

Non-financial KPIs

Sustainability Report and KPIs

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

Page 
number

Policies and standards

Our Mission
Environmental Policy*
Sustainable Development Goals (SDGs)*
Chemical Compliance*
CDP Climate Change Disclosures*
Animal Welfare Policy*

Code of Conduct
Health and Safety Policy
Whistleblowing Policy
Diversity, Inclusion and Equality Policy*
Board Diversity and Inclusion Policy
Flexible Working Policy*
Education and Professional 
Qualifications Policy
Maternity, Paternity and Shared Parental 
Leave policies
Values
Gender Pay Gap report*

‘Give Free Time’ initiative

Diversity, Inclusion and Equality Policy
Ethical Trading Code of Practice*
Migrant Worker Policy*
Modern Slavery Statement and Policy*
Customer Privacy Policy
Employee Privacy Notice

Anti-Bribery and Corruption Policy*
Code of Conduct

Risk Management Policy

30
36
27
47

36
44
27
85

36
27

36

47
64
105

6
10
18
36
17

47

36

26

Superdry plc Annual Report 2023Strategic Report  →  Section 172 Statement

Section 172 Statement

Throughout FY23, the Board continued to 
act, in good faith, to promote the long-term 
success of the Company under section 172(1) 
of the Companies Act 2006, whilst having 
regard to the matters set out in sub-sections 
(1)(a) to (f).

The Board recognises that the medium and long-term 
success of the Group and its social licence to operate are 
linked to value creation for the Company’s stakeholders. 
Whilst it aims to act in the best interests of all stakeholders, 
such interests often conflict one another; the Board will 
therefore pursue decisions that it believes will help 
to deliver our strategy. This, in turn, serves the interests 
of the Company and its stakeholders for the longer term. 
The following pages outline how the Board engages with 
our stakeholder groups to ensure their priorities inform 
decision-making.

Our stakeholders and the engagement processes

Stakeholder/why  
they are important

What matters  
to them

Engagement  
processes

How feedback  
reaches the Board

Shareholders

Providers of capital and 
have a financial interest in 
our performance

•  Financial results
•  Dividends and earnings 

per share

•  Environmental, social and 

governance matters

•  Strategy
•  Efficiency
•  Remuneration

•  Annual General Meeting
•  Annual/interim results
•  Corporate website
•  Consultation with investors 

• 

• 

and advisory agencies
Investor events 
and roadshows
Investor sustainability 
indices (e.g. CDP)
•  Stock market news
•  Direct liaison through 
corporate brokers

Environment

Central to our mission 
and to our sustainability 
objectives and initiatives

•  Social media
•  Company Secretary and 

Investor Relations inboxes

•  The impact of the 

•  Sustainable 

Group’s operations on 
the environment, e.g., CO 2 
emissions, use of plastic 
packaging, organic cotton 
production, sustainable 
farming practices

Development Goals
•  Sustainable stories on 

our websites
•  Social media
•  Engagement with organic 
cotton farmers – please 
refer to the Sustainability 
Report and targets   
on pages 36 to 43

•  Awards/recognition of  

our work

• 

Investor Relations updates 
and analysis

•  Corporate broker reports 

and presentations

• 

•  Face-to-face meetings 
and correspondence 
with investors
In-person engagement 
at the AGM and at 
investor events
•  Media reports
•  Reports from investor 
advisory agencies 

•  Sustainability reports 
and presentations
•  Supply chain reports 

and ‘deep dives’
•  Sustainability news 

on Workplace (internal 
communications platform)

Community/wider society

Help us to be a 
responsible business as 
we pursue our mission, 
sustainability ambitions 
and targets, and our 
governance objectives

•  Corporate governance
•  Health and safety
•  Employment 

and conditions

•  Charitable donations
•  Environment
•  Sustainability

‘Family and friends’ events

• 
•  Student placements and 

work experience

•  Jobs
•  Support for local charities

•  Health and Safety reports
•  Reports and presentations 
to the Board by the SD 
Voice (employee 
engagement group)
•  Sustainability news 

on Workplace

27

Superdry plc Annual Report 2023Strategic Report  →  Section 172 Statement

Stakeholder/why  
they are important

What matters  
to them

Engagement  
processes

How feedback  
reaches the Board

•  Financial, sales, trading and 
footfall reports, analysis 
and KPIs

•  Trading analysis and sales 
data is shared with the 
Board on a weekly basis

•  Customer ratings 
and feedback
Internal KPIs to measure 
brand awareness
•  Previews of seasonal 

• 

collections

•  NED for workforce 

engagement attends 
SD Voice meetings

•  People reports
•  Results of ‘Pulse’ surveys
•  SD Voice reports and 

presentations to Board
•  Diversity and inclusion 
reports (see the People 
report on page 44 for 
further information)

•  Health and safety reports
•  Workplace

Customers – retail and trade 

Our customers 
are vital to our 
performance

•  Value for money
•  Accessibility of product
•  Garment quality 
and reliability

•  Direct contact in stores
•  Global Sales Meeting 
for wholesale and 
franchise partners

•  Monitoring and reporting of 
sales, footfall, website traffic 
and internet search analyses
•  Customer satisfaction surveys
•  Customer services
•  Social media and websites
•  Annual Report
•  KPIs

•  SD Voice meetings and 

feedback from colleagues on 
performance and that of the 
Non-Executive Director (NED) 
for workforce engagement (see 
the People report on page 44 
for more information)
‘Pulse’ surveys

• 
•  Senior Women’s Forum
•  Diversity and Inclusion Forum
•  Workplace
•  Staff events such as virtual 

• 

meetings ad town hall events
‘Threads’ magazine for store 
colleagues

•  Sustainability Warriors – 

employee representatives 
who consult on sustainability 
strategy progress and initiatives 

•  Design
•  Customer service
•  Store or website 

experience

•  Sustainability and 

ESG matters

•  Employment
•  Pay and benefits
•  Job security
•  Work/life balance
•  Mental health
•  Equality and diversity
•  Career opportunities
•  Sustainability
•  Health and safety

Colleagues 

People are central 
to the successful 
delivery our strategic 
objectives 

MAKE  IT  HAPPEN

‘Superdry’s strategic house, built   
on a solid foundation, stands firm.   
I’m inspired by the opportunity 
to influence the next phase of the 
successful Superdry journey.’

Sam Lee
Head of Strategic Planning

28

Superdry plc Annual Report 2023Strategic Report  →  Section 172 Statement

Stakeholder/why  
they are important

What matters  
to them

Engagement  
processes

How feedback  
reaches the Board

Suppliers and contractors

We recognise that 
relationships with 
suppliers and contractors 
are important to our 
financial performance 

•  Payment terms
•  Fair contractual 
arrangements
•  Communication
•  Success of Superdry
•  Anti-bribery and corruption
•  Ethical behaviour
•  Corporate governance
•  Sustainability

Media

How the media reports 
on our activities impacts 
wider perceptions 
of Superdry

•  Reports and stories
•  Regular communication
•  Sustainability

•  Operational updates 

in CEO Review

•  Supply chain deep dives 

at Board meetings

•  Risk Committee updates 
to the Audit Committee

•  Ethical compliance 

audits and reports to 
the Audit Committee

•  Reports circulated  

to the Board from our 
communications advisers

•  Supplier conferences
•  Face-to-face meetings 

and visits

•  Day-to-day contact 
between colleagues 
and suppliers

•  Modern Slavery Statement
•  Superdry Supply Chain 
Ethical Trading page 
of corporate website and 
Ethical Trading Code 
of Practice

•  Respect programme
•  Contact with Superdry 

Legal or Property teams

•  News releases/stories
•  Stock market 

announcements
Interviews

• 
•  Visits and meetings
•  Social media
•  Websites

Government and regulators

Open and transparent 
interactions with 
government and 
regulators help us 
maintain high standards 
of business conduct

•  Compliance with law 
and best practice

•  Corporate governance
•  Health and safety
•  Modern slavery
•  Data security
•  Policies and procedures

•  Meetings/briefings
•  Consultations
•  Dialogue with trade bodies
•  Specialist advisers
Interactions with 
• 
tax authorities

•  Legal, governance and 

risk reports

•  Legal and regulatory 

briefings

•  Deep dives on areas 
of risk as they arise 

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Superdry plc Annual Report 2023Strategic Report  →  Task Force on Climate-related Financial Disclosures (TCFD)

Task Force on Climate-related 
Financial Disclosures (TCFD)

We recognise the importance of considering climate-
related change in our business decision-making, given 
the increasing threat that climate change poses to the 
environment we operate in. We acknowledge that adopting 
the recommendations of the Task Force on Climate-related 
Financial Disclosures (TCFD) is an important step in 
transitioning to a low-carbon economy.

The long-term success of our business will be subject to the 
environmental sustainability of our operations and our ability 
to manage existing and emerging climate-related risks on 
our performance.

As sustainability and responding to climate change is a key 
component of the Group’s strategy, our TCFD-aligned 
disclosures can be found throughout this report.

The table below shows how the disclosures in this report 
align to the TCFD recommendations and where the relevant 
information can be found. Responding to climate change 
is a core aspect of our strategy, which has been expanded 
on in the Strategy and Governance sections below.

Superdry plc has complied with the requirements of 
LR 9.8.6R (8) by including climate-related financial 
disclosures consistent with the TCFD recommendations 
and recommended disclosures.

TCFD recommendation

Where to find our disclosures

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

a)

b)

Describe the Board’s oversight of climate-related risks 
and opportunities.

TCFD – Governance, page 31

Describe management’s role in assessing and managing climate-
related risks and opportunities.

TCFD – Governance, page 31

Strategy – Disclose the actual and potential impacts of climate-related risks and opportunities on the 
organisation’s businesses, strategy, and financial planning where such information is material

a)

b)

c)

Describe the climate-related risks and opportunities the 
organisation has identified over the short, medium, and long term.

TCFD – Strategy, page 33
How We Manage Our Risks (climate-related risks) 
page 48

Describe the impact of climate-related risks and opportunities on 
the organisation’s businesses, strategy, and financial planning.

TCFD – Strategy, page 33

Describe the resilience of the organisation’s strategy, taking into 
consideration different climate-related scenarios, including a 2°C 
or lower scenario.

TCFD – Strategy, page 33

Risk management – Disclose how the organisation identifies, assesses, and manages  
climate-related risks

a)

b)

c)

Describe the organisation’s processes for identifying 
and assessing climate-related risks.

How We Manage Our Risks (climate-related risks), 
pages 48 and 49

Describe the organisation’s processes for managing  
climate-related risks.

How We Manage Our Risks (climate-related risks), 
pages 48 and 49

Describe how processes for identifying, assessing, and managing 
climate-related risks are integrated into the organisation’s overall 
risk management.

How We Manage Our Risks (climate-related risks), 
pages 48 and 49

30

Superdry plc Annual Report 2023Strategic Report  →  Task Force on Climate-related Financial Disclosures (TCFD) 

TCFD recommendation

Where to find our disclosures

Metrics and targets – Disclose the metrics and targets used to assess and manage relevant climate-
related risks and opportunities where such information is material

a)

b)

c)

Disclose the metrics used by the organisation to assess  
climate-related risks.

Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse 
gas (GHG) emissions, and the related risks.

Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets.

Lead Through Sustainability (see KPIs 1-6 related 
to climate risk), pages 36
Environmental and Climate Disclosures, page 37

Streamlined Energy and Carbon Reporting (SECR) 
(Scopes 1 and 2), pages 40 and 41
Scope 3 (indirect emissions), page 41

Targets
Lead Through Sustainability, page 36
Environmental and Climate Disclosures, page 37

Performance
Environmental and Climate Disclosures, page 37
Streamlined Energy and Carbon Reporting (SECR) 
(Scopes 1 and 2), pages 40 and 41
Scope 3 (indirect emissions), page 41 

Governance
Board oversight
The Superdry plc Board meets at regular intervals 
throughout the financial year. The Board consists 
of Executive Directors (the CEO and the CFO) and 
independent Non-Executive Directors.

The Board is accountable for overseeing the management 
of risks and opportunities within the business and delegates 
responsibility for the oversight of risk management to the 
Audit Committee, which meets at least four times during 
the financial year.

Climate and environmental sustainability are included in our 
risk register, which is reviewed by the Head of Internal Audit 
and Risk, Head of Sourcing, Ethical & Sustainability and the 
Chief Operating Officer (COO, who is responsible for global 
sourcing and sustainability) quarterly and at the Risk 
Committee. This risk is also captured in our principal 
risks and uncertainties (PRUs) and in this report. 
Quarterly updates of our PRUs are provided to the 
Audit Committee by the Head of Internal Audit and Risk.

An external Board evaluation was completed in May 2022, 
by independent Board evaluator Bvalco, which included the 
consideration of environmental matters and Board member 
experience. As environmental, social and governance (ESG) 
policy areas evolve, we will regularly review our governance 
structure, accountability and oversight in relation 
to ESG matters.

Management’s role in managing the  
climate-related risks and opportunities1
Our CEO is ultimately responsible for managing   
climate-related risks and opportunities; he approves 
the sustainability strategy, with the COO is accountable for 
defining and setting the targets. The strategy is underpinned 

by three pillars: low-impact materials, net zero and 
communicating with integrity. Initiatives in place to 
deliver the low-impact materials and net zero pillars 
of our sustainability strategy will have a clear impact 
on our decarbonisation pathway and our climate strategy 
in support of the Paris Agreement, playing an active role to 
limit the global temperature rise to 1.5°C. Net zero emissions 
means that we will have no net impact on climate change 
from our carbon emissions, through drastic reductions and 
balancing the remainder through carbon removals. The 
impact of the KPIs listed under the headings ‘Low-impact 
materials’ and ‘Net zero’ will be tested in FY24 as we align 
with the Science Based Targets initiative (SBTi), following 
our public commitment to certify our net zero target in line 
with their near- and long-term horizons.

The CEO has responsibility for the approval of budgets, 
business plans and major capital expenditure. The overall 
budget and Five-Year Plan are approved by the Board each 
year. The COO regularly provides updates on sustainability 
(including environment/climate) opportunities, performance, 
and any emerging risks to the Company or brand to the 
Executive Committee. Superdry has a centralised global 
sustainability team, led by the COO, who has direct 
responsibility for the delivery of the climate and 
environmental sustainability strategy and performance 
against agreed targets. The COO actively monitors and 
assesses climate impacts. There is also an established 
Sustainability Warriors forum, which acts to make 
improvements across our climate and environmental focus 
areas, and actively engages with customers and colleagues 
to create awareness of Superdry as a sustainable brand.

Climate-related matters and relevant performance metrics 
associated with our sustainability KPIs are considered 
when setting the remuneration of our Executive Directors. 
The sustainability KPI is also used as a basis to assess 
performance of our Leadership team and colleagues.

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

of the annual report process.

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Superdry plc Annual Report 2023Strategic Report  →  Task Force on Climate-related Financial Disclosures (TCFD) 

Governance of sustainability at Superdry

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

Stakeholders

•  Shareholders
•  Environment
•  Community/wider 

society

•  Customers –   

retail and trade

•  Colleagues
•  Suppliers/

contractors

•  Media
•  Government/
regulators

Chief Executive 
Officer
Responsible for 
approving the 
sustainability   
strategy

Executive  
Committee
Receives regular 
sustainability   
updates and   
briefings

Risk  
Committee
Assesses new   
or emerging 
sustainability and 
sourcing risks

Incident 
Management 
Team

Audit Committee
Receives quarterly 
principal risk and 
uncertainties (PRUs) 
reports, one of which 
relates to climate risk

Chief Operating 
Officer

Head of Sourcing, Ethical 
and Sustainability
Sourcing and Sustainability 
teams

Global sourcing offices

The Head of Sourcing, Ethical 
and Sustainability works with 
internal and external teams to 
deliver strategic initiatives 
reporting and progress tracking

Sustainability Warriors
Sustainability Warriors are 
representatives from each 
department and region across 
Superdry who meet monthly to 
consult on sustainability strategy 
progress and initiatives and to 
raise new ideas for development

Policies, procedures and training

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

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Superdry plc Annual Report 2023Strategic Report  →  Task Force on Climate-related Financial Disclosures (TCFD) 

Strategy
We recognise that the long-term success 
of Superdry will depend on the social and 
environmental sustainability of our operations, 
the resilience of our supply chain and our ability 
to manage the impact of climate change.

Sustainability is a key pillar of our strategy. That focus on 
sustainability is also embedded in our financial reporting 
and management incentivisation. The remuneration of the 
Executive Directors and senior management includes 
a specific sustainability KPI.

This continued focus on ESG has resulted in reaching the   
‘A’ List for climate disclosure with the CDP, placing Superdry 
in the top 1.5% of reporting companies; and ranking 15 out   
of 500 overall and topping the list of UK-based fashion 
companies in the Financial Times index of Europe 
Climate Leaders in 2023.

Strategy and scenario analysis
In aligning with the TCFD recommendations, we have 
considered the impact of climate-related risks on Superdry’s 
business, strategy and financial planning across our products, 
our operations, and our supply chain. This includes an 
assessment of the impact of the most material risks with 
respect to the future potential scenarios that may crystallise 
in terms of global average temperature rises.

We continue to measure our performance through seven 
core KPIs across three core pillars which capture our 
most material risks and opportunities. This year we 
aligned our pathway to net zero with the Science Based 
Targets initiative methodologies, with near- and long-term 
decarbonisation pathways of -50% by 2030 and -90% 
by 2040 aligned with a 1.5°C future. Further information 
is provided in the Sustainability Report on page 36, with 
more detail on the individual initiatives in our standalone 
Sustainability Report, available at corporate.superdry.com.

Though we believe Superdry’s strategy would allow us   
to be part of the solution to limit global temperatures, we 
recognise that the 1.5°C and 4°C scenarios reflect a ‘best’ 
and ‘extreme’ case, based on the information available 
today. At this stage, we have considered both scenarios 
together (i.e. 1.5°C and 4°C temperature increases) and their 
potential impact on the business. We will keep the future 
scenarios under regular review and update our climate 
risk assessments accordingly.

While forecasting with accuracy over this period is 
extremely challenging, our analysis concludes that the 
scenarios would present financial risks to Superdry, 
particularly a 4°C scenario. Qualitative disclosure has 
therefore been provided in this report as a first step in 
transparent disclosure. With the support of our Finance 
team, we have monitored our sector for quantitative 

scenarios of relevance to us, but to the best of our 
knowledge, these do not yet exist. We will continue to 
monitor the situation and will revisit our ability to provide 
a quantitative disclosure within next year’s report, subject 
to further sector-specific information becoming available.

We are aware that the impacts of climate change will very 
likely have catastrophic effects on people and businesses 
and therefore are committed to fighting to limit the rise in 
global temperature as far as possible. As a result of this, 
and to ensure the Company is building its resilience to 
temperature rises, we have incorporated the impact of 
climate change into our strategy, with sustainability being 
one of our key pillars (see the Strategy in Action section 
on page 13). The actions and targets we are committed 
to within this pillar have been prioritised, alongside the risk 
mitigations outlined below, as we believe they are best 
placed to enhance the Company’s resilience to climate 
change on a larger scale.

The impacts of climate change present risks to our business, 
strategy and financial planning; however, we accept that 
there are also opportunities arising from the current and 
inevitable future impacts of climate change that we can 
capture in order to help limit global temperatures further. 
For the purposes of assessing the risks, the time horizons 
we used were as follows:

Short term (S): 0-1 year

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

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

The process for assessing and identifying climate-related 
risks is the same for all principal risks and is explained in 
How We Manage Our Risks on page 48. In our view, based 
on likelihood and impact, the material risks and opportunities 
would most likely manifest in the medium or long term 
as follows:

•  Supply chain pressures, particularly raw material costs 

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

•  Consumer demand volatility in terms of discretionary 
spend and also shopping habits, for example, may 
impact revenue;

•  Decreased productivity from environmental disruption 

and extreme weather events, for example, may impact our 
revenue and costs if this causes an increase in pressure 
on consumer demand and supply chain operations;

•  Regulatory changes and frictional trading costs, including 
potential carbon taxes, for example, may impact the profit 
after tax; and

•  Growing expectations for responsible conduct from 

stakeholders, including investors, lenders and consumers, 
may impact our brand.

We acknowledge that these risks may vary across the 
geographies we operate in.

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Superdry plc Annual Report 2023Strategic Report  →  Task Force on Climate-related Financial Disclosures (TCFD) 

We have considered the potential for the financial 
statements to be impacted by climate change (in the above 
paragraph) and highlighted how the risks and opportunities 
would likely manifest in the statement of comprehensive 
income. On the balance sheet, the long-term assets which 
might be at risk from climate change are largely property, 
plant and equipment, the majority of which relate to leases 
for retail stores and computer equipment. While these 
assets could be impacted by climate change, their average 

useful life is less than six years, which is medium term, and 
consequently we have more visibility on the likelihood of 
these risks materialising and, therefore, the corresponding 
impairment risk is reduced.

Though Superdry in isolation cannot solve climate issues, 
we are implementing a number of initiatives and operational 
changes in our strategy that will help mitigate these impacts. 
Further details of our other initiatives can be found in the 
Sustainability Report available at corporate.superdry.com.

Risk Category

As per How We 
Manage Our Risks, 
pages 47 to 61

Risk

Chronic physical 
risk (L)

Market and 
technology (S, M)

Acute physical 
risk (S, M, L)

Supply chain cost 
pressures arising 
from raw material 
shortages.

Scenario 1:
Cotton crops fail 
and availability 
of virgin cotton 
materials declines, 
with associated 
cost increase.

Consumer demand 
volatility from lower 
discretionary spend 
and changing 
shopping habits.

Decreased 
productivity from 
environmental 
disruption and 
extreme weather 
events.

Scenario 2:
Availability of most 
efficient freight 
routes decreases, 
with associated 
cost increase.

Opportunity

Materiality 

Mitigation 

Opportunity 
to gain better 
resilience in 
the supply 
chains through 
investment.

High – Cotton 
was included 
in 68% of 
Superdry 
garments in 
FY23 and is 
a crop reliant 
on natural 
weather 
patterns.

Invest in cotton supply chains to build resilience:
•  By FY25 65% of our cotton usage will be from 
organic, in conversion or recycled sources 
(KPI 1, page 36);

•  20,000 farmers converting from conventional 
to organic cotton to supply Superdry products 
(KPI 2, page 36); and

•  10% of our cotton usage will be recycled 

cotton – including self-generated pre-consumer 
recycled cotton from off cuts and wastage.

High

High – 79% 
of Superdry 
production is 
shipped from 
India and the 
Far East.

Opportunity 
to enhance 
reputation and 
brand value 
through using 
quality product, 
considering 
trends and 
through 
inventory 
efficiency.

Opportunity to 
implement 
productivity 
solutions that 
help mitigate 
effects of 
potential 
environmental 
disruptions and 
weather events.

Mission: #1 Premium, Sustainable Style 
Brand– opportunity to enhance reputation 
and brand value:
•  Quality metrics: We produce long-lasting, 
high-quality product (not fast fashion);

•  Vintage and reuse trends; and
• 

Inventory efficiency and full-price 
trading, leading to higher sell-through 
(and therefore fewer garments produced 
to deliver same revenues).

•  Net zero and renewable energy targets aim 
to reduce reliance on fossil fuels, aligned 
with Science Based Target methodology.
•  R&D investment – lower impact and more 

• 

resilient new materials;
Increasing our Retail test orders focusing 
on near shore capabilities;

•  Production closer to home and adopting 
modes of transport that are lower carbon 
and more resilient;

•  Reducing the risk of over buying bulk stock 

on new untested product lines; and

•  99% of stock volume is transported from 

factory to warehouse via sea, road and rail; 
inbound airfreight is capped at 1% from FY23.

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Superdry plc Annual Report 2023Strategic Report  →  Task Force on Climate-related Financial Disclosures (TCFD) 

Opportunity

Materiality 

Mitigation 

High

Through 
considering the 
international 
requirements, 
increased costs 
and threats 
to market 
access can be 
considered and 
controlled.

Local offices in all key source markets continue 
to monitor changes to environmental legislation 
and monitor its implementation through our 
supply base:
•  Dedicated central sustainability team tracking 

changes to reporting legislation in key 
markets; and

•  Quarterly reporting to the Audit Committee 
covering all core changes to environmental 
compliance requirements.

As per How We 
Manage Our Risks, 
pages 47 to 61

Risk

Current and 
emerging 
regulation (S)

Evolving 
requirements 
at international, 
national, and state 
level meaning 
increased costs 
for high carbon 
activities, threats to 
market access and 
increased focus 
on liabilities.

Scenario 2:
Availability of most 
efficient freight 
routes decreases, 
with associated 
cost increase.

Reputation (S)

Growing 
expectations for 
responsible conduct 
from stakeholders, 
including investors, 
lenders, and 
consumers.

Opportunity 
to increase 
reputation 
by aligning   
to the growing 
expectations of 
the stakeholders.

Scenario 3:
Investors, lenders 
and consumers 
benefit from 
Superdry achieving 
our mission 
statement, 
and targets.

High – 
Superdry’s 
strategic 
ambitions have 
sustainability 
at their core 
and aim 
to ensure 
stakeholder 
expectations 
are met on 
responsible 
conduct 
through 
transparent 
reporting.

•  Mission statement #1 premium, sustainable 

style brand – opportunity to enhance 
reputation and brand value;

•  Leading through sustainability- this is a core 
strategic pillar with market-leading KPIs and 
annual reporting of progress through 
Sustainability Report;

•  Communicating with integrity is one of 

three principles underpinning the 
sustainability pillar;

•  Drive to communicate our journey via all 

touchpoints. We continue to deliver the Better 
Choices, Better Future campaign across our 
customer base from June 2022; and

•  Dedicated sustainability function and over 

50 Sustainability Warriors in place to 
continuously deliver impactful change.

Having assessed the above scenarios and in line with How We Manage Our Risks on page 47, we do not believe there is 
any immediate material financial risk 1 or threat to our business model, as the above challenges are more likely to present 
themselves in the medium or long term. The quantitative analysis produced from modelling different climate change scenarios 
will be directly used in financial planning in response to climate change in future years. We acknowledge that some of the 
PRUs identify some climate-related exposure that may materialise in the short term, e.g., transitional risks: however the 
likelihood and impact are not considered to be material given the relevant mitigations the Group has in place, as detailed 
in How We Manage Our Risks on page 47.

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

35

Superdry plc Annual Report 2023Strategic Report  →  Sustainability Report

Better future –  
Lead through sustainability 

With the aim of creating a better future – not just for the brand but also for the planet – we have taken significant steps this 
year towards our mission to become the #1 Premium, Sustainable Style Brand.

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

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

Using low-impact materials is our commitment to ensure our choice in materials demonstrates balanced improvement 
in carbon, water, and chemical impacts.

•  Sustainably sourced products accounted for 62% of our volume bought, driving 64% of full-price retail sales;
•  We continued to invest heavily in organic cotton production, training 12,787 farmers across India and Turkey. These farmers 

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

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

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

KPI 1: % Total volume of cotton bought converted to organic, 
low-impact or recycled alternatives
KPI 2: # Cotton farmers converting to organic practices
KPI 3: % Total volume of product with mapped water footprint   
(% saving in average water footprint per garment)

Low-impact material KPI performance.

Baseline

Last Year

Achieved

FY20

FY22

FY23  
(Actual)

FY23  
(Target)

16%
869

0%

47%
7,583 
72%  
(N/A) 

62%
12,787
100%
(-18%)

47%
12,000
100%
(-10%)

Target

FY25

65%
20,000
100%
(-40%)

Moving to net zero is about zero waste packaging as well as reducing full direct and indirect emissions 50% by 2030, and 
91% by 2040 – setting a Science Based Target (SBT) with the goal of limiting the global temperature rise to 1.5°c.

•  99% of our single-use packaging was reusable, recyclable, or compostable, and we are on track to achieve 100% by 2025;
•  We revised our net zero target to a market-leading Science Based Target (SBT), committing to halve our absolute carbon 

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

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

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

KPI 4: % Packaging moved to recyclable, reusable, or   
compostable alternatives
KPI 5: % Renewable energy used in stores, offices, and distribution 
partner sites 
KPI 6: Scope 1, 2 and full Scope 3 emissions, TCO 2e, all SBTi 
categories (% reduction)

Move to net zero KPI performance.

Baseline

Last Year

Achieved

FY20

FY22

FY23  
(Actual)

FY23  
(Target)

Target

FY25

75%

98% 

99%

99%

100%

55%
306,675

90% 
241,562 
(-21%) 

93%
190,749 
(-38%)

90%
262,935  
(-15%)

100%
237,299  
(-25%)

Communicate our journey with integrity represents the next phase in our strategy and includes working with our suppliers 
and other partners help drive our goals forward.

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

introducing the programme in Turkey for the first time;

•  We entered the CDP A List for Climate disclosure – the top 2% of reporting companies; and
•  We ranked 15 out of 500 overall and topped the list of UK-based fashion companies in the Financial Times Europe Climate 

Leaders in 2023.

KPI 7: # Workers in our third-party supply chain actively engaged in 
our Respect and Dignity training program. 

8%

23%

27%

25%

Communicate with integrity KPI performance.

36

Baseline

Last Year

Achieved

FY20

FY22

FY23  
(Actual)

FY23  
(Target)

Target

FY25

50%

Superdry plc Annual Report 2023Strategic Report  →  Sustainability Report

Sustainability disclosure

This section covers the financial year FY23 from 1 May 2022 
to 29 April 2023.

It contains the necessary information including an overview 
on the Group’s position, performance, and the impact of our 
sustainability strategy by and on our operations. It includes 
disclosures on issues relevant to the Company’s value chain, 
including climate and the environment, and respect for 
human rights.

Overview
Growing expectations for responsible conduct from 
stakeholders presents substantial opportunity to Lead 
through Sustainability and the KPIs defining our strategy 
capture our most material risks and opportunities.

As a brand that produces garments, our value chain has an 
impact on the planet and people. We continue to maintain 
investment in our sustainability initiatives through our 
own business and value chain to help deliver our KPIs, 
recognising the substantial opportunity in achieving our 
strategic objectives.

We also continue to prioritise transparent and credible 
disclosures through our own reporting, and through 
credible third-party reporting frameworks including the 
CDP and Fashion Revolution Transparency Index (FRTI).

We rely on great partners to help deliver our initiatives, 
which in turn aim to positively contribute to the communities 
within which we operate. Details of these partners and 
how we work to align our KPIs with the United Nations 
Sustainable Development Goals (SDGs) is available on 
page 12 of our Sustainability Report.

An overview of our value chain
Superdry designs, produces, transports, markets and sells 
garments, footwear and accessories, which are then in turn 
used (and loved) by our customers. Eventually they are 
disposed of, recycled, or reused.

Our third-party suppliers source raw materials in line with 
our strategy and manufacture our garments in 89 third-
party-owned facilities in India, Sri Lanka, Turkey, Bulgaria, 
China, Cambodia and Vietnam. Production is overseen by 
three sourcing offices covering each territory to ensure 
we can quickly respond to opportunities and risks.

62% of volume bought was classified as ‘Sustainably 
Sourced’ in FY23, driving 64% of sales – the majority 
of which requires certification to prove its content in line 
with industry standards. This provides greater opportunity 
to drive greater traceability through our supply chain, 
beyond Tier 1 facilities to the farmers included in our 
organic in-conversion training programme.

Please refer to page 6 for more information on our core 
sales territories and downstream supply chain.

Delivering our KPIs
We invest significant resource in core programmes of 
work to help drive our strategy forward and have a robust 
governance framework in place to ensure effective 
oversight, ownership and accountability of our human rights, 
environmental and climate risks (page 48) and opportunities.

Our sustainability budget in FY23 was 0.20% of our total 
revenue. This represents a 0.05% increase on FY22 due 
to growth investment in core initiatives.

While we have invested in a dedicated sustainability function 
based in our head office and within each sourcing office, 
sustainability is also embedded into our business through 
cross-functional squads which deliver initiatives that work 
towards our KPIs.  

Sustainability KPIs, including those related to our climate 
targets, are reported to our CEO and Board on an annual 
basis. Monthly updates on KPI progress are reported to our 
Chief Operating Officer (COO) who is responsible for global 
sourcing and sustainability.

CEO

•  Approves our  sustainability strategy.

Chief Operating  
Officer (COO)

•  Approves targets for our  sustainability strategy.
•  Reviews KPI progress monthly.

Head of Sourcing, Ethical 
and Sustainability

•  Delivers our  sustainability strategy.
•  Reports  KPI progress  to COO monthly. 

Sustainability team 
(seven people)

•  Monitors compliance with  environmental and ethical policies.
•  Delivers sustainability initiatives through partnerships and cross-functional   

collaboration in line with the  sustainability strategy.

Sustainability Warriors 
(50 people)

• 

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

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

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Superdry plc Annual Report 2023Strategic Report  →  Sustainability Report

Using low-impact materials (KPIs 1-3)
Using squads established with members from our design, sourcing, production, and local office teams, these KPIs are 
monitored monthly in line with the processes below.

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

KPI

Measurement

Verification

Materiality

•  % total volume bought for retail 

•  All relevant factories 

1: % Total volume bought 
converted to organic, 
low- impact or 
recycled alternatives*

2: Number of cotton 
farmers converting to 
organic practices

3: % Total volume of 
product with mapped 
water footprint   
(% saving per garment)

and wholesale customers.

•  Organic, low-impact and 

recycled are defined using the 
Textile Exchange’s Preferred 
Fibre benchmark.

•  Further information available 
in our Environmental Policy. 

•  Farmers in conversion or 

already converted to organic 
cotton, actively engaged 
through third-party in-person 
training on organic agronomic 
practices funded by Superdry.

hold certification in line 
with our Organic and 
Recycled Content 
Standards and 
Environmental Policy.

•  All PO Lines certified in 
line with Organic and 
Recycled Content 
standards.

•  100% farmers enrolled 
in the Organic Cotton 
Accelerator (OCA)’s 
Farmer Programme.

status, training 
impacts and organic 
premium payment.

•  All farmers registered 
with India’s APEDA 
Tracenet database, 
certified in line with 
organic requirements.

•  By replacing cotton and 
synthetic fibres with 
product containing 
organic, low-impact, 
or recycled alternatives 
Superdry can 
significantly reduce 
its water, carbon, and 
chemical footprint.

•  Product accounts for 

62% of our total Scope 
3 emissions – and 
therefore forms 
a significant climate 
opportunity and risk.

our product is critical 
to achieving our 
Science Based Target.

•  Organic cotton 

accounts for 1.4% of 
cotton grown globally. 
Investment in 
production is required 
to support the growth 
of the industry.

•  OCA validates GMO 

•  Decarbonisation of 

•  Water footprint mapped in litres 
water used per garment, from 
raw material to end of life.

N/A

•  312 Superdry products mapped 
using Higg Product Module 
representing 108m garments 
bought between FY20 
and FY23.

•  Products selected 

representative of common 
fabric and garment types 
through multiple styles.

•  Average water usage per 

garment in FY20 was 898 litres, 
in FY23 732 litres.

 * Linked to remuneration see page 85 for information

38

Superdry plc Annual Report 2023Strategic Report  →  Sustainability Report

Move to Net Zero (KPIs 4-6)
These KPIs are delivered by squads established with members from our logistics, sourcing, wholesale, retail, property, and 
local sourcing office teams.

•  Packaging (KPI 4) is reviewed seasonally in line with the plan with the sourcing team, with the last 1% to be delivered by 2025.
•  Multiple squads focussed on delivering initiatives with significant impact on our carbon footprint help deliver KPIs 5 and 6 – 

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

KPI

Measurement

Verification

Materiality

4: % Packaging moved 
to recyclable, reusable, or 
compostable alternatives

•  Metric tonnes of packaging 

components by composition.

•  Recyclable plastics defined by 
Ellen MacArthur Foundation’s 
Global Commitment.

See ‘Our Greenhouse 
Gas emissions’.

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

6: Scope 1, 2 and full 
Scope 3 emissions, 
TCO 2e, all SBTi 
categories (% reduction)

Packaging used is 
reported to Ecosurety and 
Valpak who report our 
obligations under The 
Producer Responsibility 
Obligations (Packaging 
Waste) Regulations 2007 
and equivalent European 
regulations.

•  We require packaging 
to protect our product 
from factory 
to consumer.

•  Damage of product 
results in wastage.

•  Packaging is often 

single-use and can be 
disposed of into waste 
streams without proper 
controls in place. 

•  Full verification 

•  Our retail stores and 

statement by Bureau 
Veritas to the ISO 
14064-3:2019 standard 
available on corporate.
superdry.com. 

offices are in our direct 
control so represent 
a significant climate 
opportunity.

•  The fashion industry 
contributes 4% to 
global greenhouse gas 
emissions (McKinsey 
2020); setting our 
Science Based 
Target is therefore 
our responsibility as 
a leading fashion brand.

Scope 1: Direct use of fuels within our owned Company facilities. Scope 2: Purchased electricity, steam, heating, and cooling for own use within our 
owned Company facilities. For Scopes 1 and 2, we report our emissions data using a ‘financial control’ approach, which means we include emissions 
from all parts of the business where we have direct financial and operating policies, including our owned and operated retail stores and office space. 
Scope 3: Indirect emissions associated with upstream and downstream activities in our value chain. We calculate our direct emission figures using 
actual consumption data from smart meters and accurate meter reads/invoicing. In FY23, 10% of our direct emissions were calculated from 
estimated source data.

39

Superdry plc Annual Report 2023Strategic Report  →  Sustainability Report

Our Greenhouse Gas Emissions
This year we publicly committed to align our carbon strategy with the latest climate science to play our part in meeting 
a 1.5°C future.

We updated our original carbon reduction target, originally set in 2019, to an aligned Science Based Target (SBT). At the time 
of writing this report we were in our 65-day verification period with the Science Based Target Initiative (SBTi), pending 
completion on 5 September 2023.

This year, Superdry was recognised again for our leadership in climate disclosure, reaching the A List for climate with the CDP, 
placing Superdry in the top 1.5% of reporting companies, and ranking 15 out of 500 overall and topping the list of UK- based 
fashion companies in the Financial Times Europe Climate Leaders in 2023. 

Our short (near) term target to 2030

Our long-term target to 2040

To reduce absolute Scope 1, 2 and 3   
greenhouse gas (GHG) emissions by 50%   
from a FY20 base year.

To reach net-zero GHG emissions across   
the value chain from a FY20 base year.

Decarbonising our business by 90%, and investing   
in up to 10% Certified Emission Reduction offsets,   
only after meeting our long-term goal.

As a core part of our short-term goal, we will continue to annually source 100% renewable electricity, and invest in Voluntary 
Emission Reduction offsets, to neutralise 100% of our remaining Scope 1 & 2 emissions from 2025.

Our current performance
Our SBT-aligned pathway tracks a straight-line 5% annual absolute reduction in Scope 1, 2 and 3 market based emissions 
between 2020 and 2030.

We are currently tracking above our targeted FY23 reduction of -15%, currently at -38%. This is mainly driven by our reduction 
in Scope 3 emissions which account for 99.9% of our total footprint.

Scope
1 & 2 
3
Total 

Metric

Tonnes CO2e

% Change vs.  
baseline
-50%
-38%
-38%

FY23

180
190,569
190,749

FY22
234
241,328
241,562

FY21
332
263,809
264,141

Baseline   
FY20
362
306,312
306,674

Our Direct Energy Consumption and Emissions (Scopes 1, 2)
Market-Based Emissions
Since FY20 we have seen a -50% decrease in our total (absolute) market based Scope 1 and 2 emissions, tracking above 
the SBT planned reduction of -15% (5% year-on-year), tracking at -23% year-on-year.

The remaining emissions are purely Scope 1 (gas) in the US, as well as global refrigerant usage from the maintenance of 
current air conditioning stock. These fluctuate and will be subject to Voluntary Emission Reduction offsets from 2025.

Scope 2 emissions continue to be 100% renewable in our directly owned stores and offices since 2018, with an emission factor 
of 0gCO 2e/kWh. We have purchased additional certified renewable energy credits to cover wider Scope 2 purchased energy 
(heating and cooling) and converted to 100% Renewable Gas Guarantee of Origin (RGGOs) certified gas contracts across 
our UK stores and Head Office and purchased additional RGGOs to cover our European store gas usage.

Our normalised market based Scope 1 and 2 emissions show greater efficiency because of higher revenue and a reduced 
Scope 1 footprint, changing by -43% to 0.29 tCO 2e/£m compared to FY20.

Scope
1
2
Total 
Total

Metric

Tonnes CO2e

Tonnes CO2e/£1m sales

% Change vs.  
baseline
+11%
-100%
-50%
-43%

FY23

180
0
180
0.29

FY22
234
0
234
0.39

FY21
182
150
332
0.60

Baseline   
FY20
162
200
362
0.51

Market based emissions. Sales used to calculate efficiency provided prior to publication (June 2023) at £622.9m. The proportion of energy consumption 
reported that relates to the UK and offshore area is 28% (50.3 tCO 2e). In FY22 this was 65.5% (153 tCO 2e). This significant change is due to a reduction in 
refrigerant replacement, which fluctuates based on HVAC requirements.

40

Superdry plc Annual Report 2023 
Strategic Report  →  Sustainability Report

Location-Based Emissions:
We have reduced our Scope 2 location-based emissions by 36% on an absolute basis since FY20 by proactively managing 
energy consumption across our stores and offices.

Scope
1
2
Total
Total

Metric

Tonnes CO2e

Tonnes CO2e/£1m sales

% Change vs.  
baseline
+11%
-37%
-36%
-28%

FY23

180
4,572
4,751
7.63

FY22
234
4,788
5,022
8.36

FY21
182
4,738
4,920
8.85

Baseline  
FY20
162
7,264
7,426
10.54

Location-based emissions uses a ‘grid average’ greenhouse gas (GHG) emission factor based on the average mix of all generating technologies in the 
countries in which we operate. Provides insight into carbon intense grid electricity emissions and identifies where our largest climate impacts are. Sales 
used to calculate efficiency provided prior to publication (June 2023) at £622.9m. The proportion of location based carbon emissions reported that 
relates to the UK and offshore area for FY23 is 45% (2,151 tonnes CO 2e). In FY22 this was 48.9% (2,458 tonnes CO 2e).

Streamlined Energy and Carbon Reporting (SECR)
Our global energy efficiency (per m 2) shows a -21% reduction against our baseline year of 2017; year-on-year efficiency has 
remained relatively flat (+1.3%). In addition to using Building Management Systems (BMS) to control energy use in 52% of our 
stores, we have also closed store entrances globally, reducing the need for overdoor heating. Due to some closures, store 
space has reduced by -9% which has buffered the impact of these improvements.

We are on track to achieve a 25% efficiency saving by 2025 (against our original FY17 baseline) as the impact of completing 
installation of LED bulbs in 15 stores at the end of FY23 is realised, having now installed LED bulbs in a total of 76% of our UK 
and European owned retail estate (stores trading as of 30 April 2023).

Absolute Global Energy Use 
Global Energy Efficiency
Global Energy Efficiency

Metric
KWH
KWH/M2
KWH/£1,000 Sales

% Change vs. 
baseline
FY23
-24% 20,492,504
-21%
179.0
-8%
32.9

FY22
21,832,170 
176.7
36.3

FY21

FY20

Baseline 
FY17
19,336,659 24,946,000 26,837,273
226.4
35.7

183.0
35.4

150.5
34.7

Energy Use. The proportion of energy consumption reported that relates to the UK and offshore area for FY23 is 53% (10,863,400 kWh purchased 
electricity, heating, and cooling, and 71,930 kWh gas). FY22 is 50.3% (10,853,093 kWh purchased electricity, heating, and cooling, and 138,829 kWh gas). 
Sales used to calculate efficiency provided prior to publication (June 2023) at £622.9m. Our energy consumption inventory comprises of 93.6% 
purchased electricity, 3.8% heating and cooling and 2.6% direct combustion of natural gas. We have reported on all energy and carbon emission sources 
required under both the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013 and the Companies (Directors’ Report) and 
Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (the 2018 Regulations) implementing Government policy on Streamlined 
Energy and Carbon Reporting (SECR).

Our Indirect Emissions (Scope 3) – Our product, supply chain and wider impacts
Our indirect emissions account for 99.9% of our total footprint.

In line with SBT rules we are prioritising categories where we have greater control over emissions reduction in our target but 
continue to report on all categories for transparency. We have planned a straight line 5% reduction between 2020 and 2030. 
So far, we have achieved a 38% reduction, tracking above plan, driven by:

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

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

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

of 16% in FY20, while also increasing the use of renewable electricity in factories to 39% of garments bought, from a 0% 
baseline in FY20. This impacted category 1.

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

FY20 baseline.

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

• 

Improvements made in calculations and a greater visibility in emission factors used: going forward we are committed 
to using open-source factors to improve the transparency of our footprint (all categories with *). We have also expanded 
our categories reported to category 15 – investments, to account for pension contributions.

41

Superdry plc Annual Report 2023Strategic Report  →  Sustainability Report

Category 1: Purchased Goods & Services
Category 2: Capital Goods*
Category 3: Fuel and Energy-Related Activities*
Category 4: Upstream Transportation and Distribution*
Category 5: Waste generated in operations
Category 6: Business Travel
Category 7: Employee Commuting and Working from Home
Category 8: Upstream Leased Assets
Category 9: Downstream Transportation and Distribution*
Category 10: Processing of sold products
Category 11: Use of sold products
Category 12: End-of-life treatment of sold products
Category 13: Downstream leased assets
Category 14: Franchises
Category 15: Investments
Total Scope 3
Total SBT targeted emissions

Our full Scope 3 emissions, including SBT targeted categories.

Included in SBT
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
No
No
No
No
No
Yes
No
No

% Change vs. 
baseline
-36.5%
-19.9%
6.7%
-52.7%
-73.7%
-73.1%
 -23.1%
-2.4%
-21.3%

-39.5%
-28.3%

FY23

FY22
214,205
6,745
1,900
16,458
94
1,601
2,238
315
4,044

169,542
4,094
1,771
11,360
42
880
2,217
257
1,078
Not applicable

64,874
2,685
Not applicable

80,755
2,991

-34.6%
–

4,500
643
-37.7% 263,943
190,569

4,517
–
335,864
241,328

Baseline  
FY20
267,158
5,113
1,660
24,037
160
3,268
2,882
263
1,370

107,190
3,743

6,885
–
423,776
306,312

Methodology Statement: All emissions disclosed in tables above have been prepared in accordance with the WRI/WBCSD GHG Protocol Corporate 
Accounting and Reporting Standard (revised edition), WRI/WBCSD GHG Protocol Scope 2 Guidance 2015, WRI/WBCSD Corporate Value Chain 
(Scope 3). This methodology aligns to the criteria of the Science Based Targets Initiative (SBTi) so that this data can be used to calculate a Science 
Based Target. We used emission factors published by Department for Business Energy and Industrial Strategy (BEIS) and Department for Environment, 
Food and Rural Affairs (DEFRA) as well as databases from AIB and Climate Transparency. This year, we completed an annual verification of our Scope 1, 
2 and 3 emissions declared within tables above. This verification was undertaken by Bureau Veritas to the ISO 14064-3:2019 standard. Their full 
statement of verification can be seen at corporate.superdry.com. Data is reported for FY23, which runs from 1 May 2022 to 30 April 2023.

Communicate with Integrity (KPI 7)
Working closely with our suppliers, this squad is led by our local offices with oversight from our Head Office sustainability 
function to ensure global consistency.

Our core KPI in this area is our Respect programme. We also have a roadmap covering our full ‘communicating with integrity’ 
plan to 2025 available in our Sustainability Report.

KPI

Measurement

Verification

Materiality

7: Number of workers in 
our third-party supply 
chain actively engaged 
in our Respect and 
Dignity program.

Worker numbers declared in 
ethical audits.

58% of the 59,033 
people in our supply 
chain are women.

Ethical audits completed 
annually by third-party 
partners including 
Bureau Veritas, Social 
Compliance Services 
Limited and The 
Reassurance Network.

42

Superdry plc Annual Report 2023Strategic Report  →  Sustainability Report

Policies and due diligence
While our Respect KPI represents the opportunity to go 
beyond compliance, our approach to working with our 
partners and supply chain relies on clear policies and 
due diligence to effectively manage the risks and 
opportunities associated with a garment supply chain.

Our human rights and environmental policies provide our 
foundation for defining risk and opportunity through our 
business and supply chain, defining minimum standards, 
ways of working and due diligence required through our 
business and supply chains in line with UK and international 
laws and standards.

All suppliers (owned and licensed) are required to comply 
with relevant local legislation as well as our own business 
principles. Forming part of our contractual terms of business, 
all suppliers of Superdry branded product are required to 
sign up to our Supplier Manual comprising of our human 
rights and environmental policies, due diligence processes 
and strategic sustainability targets. Suppliers are assessed 
and provided with feedback on sustainability and ethical 
performance as part of a cross-functional scorecard 
twice a year.

Human rights, environmental, and climate risks to the 
business are updated quarterly; these are included in 
‘How We Manage Our Risks’ on page 58. The human rights, 
environmental, and climate risks resulting from our business 
activities, on our value chain, its communities, and the planet 
are reviewed annually and published at corporate.superdry.
com/sustainability.

Our statement on human rights
We respect and uphold human rights wherever we operate 
and are aware that risks can arise within our own business 
and supply chains. Our approach to human rights is guided 
by the UN Guiding Principles on Business and Human Rights 
(UNGPs), and we adopt the principles of leveraging change 
and utilising effective due diligence and remedial actions to 
detect and manage risk. Our Code of Practice, aligned 
with the ETI Base Code, represents our foundational 
requirements. Alongside wider human rights policies which 
work with local laws, this ensures that a minimum standard 

of protection is afforded to our colleagues. It is the standard 
for our supply chain partners to uphold in relation to 
their employees.

Supporting our human rights commitment is our Modern 
Slavery Statement. This is published in line with the UK’s 
Modern Slavery Act (2015) and California’s Transparency in 
Supply Chains Act (2010) and is available on our corporate 
website at corporate.superdry.com.

Supply chain due diligence
We are seeing significant positive shifts in our supply base 
– from compliance to adopting our sustainability goals 
within factories.

We have established mechanisms to closely monitor and 
manage these risks – from the selection of factories for 
production, ongoing monitoring of their compliance with 
our policies and, if required, responsible exit should any 
major non-conformities be identified and not remedied. 
We have a dedicated ethical trading function, including 
labour standards experts in each key sourcing territory, 
and strict standards in place to ensure manufacturers 
are operating factories that meet our baseline Code of 
Practice requirements.

In FY23, 96% of our Tier 1 factories were ranked in line 
with or above, social and environmental compliance –   
a 5% increase since last year. The 4% who fall below 
our social and ethical requirements are actively engaged 
in improvement over a defined period through our Intensive 
Care Programme (ICP) or exited in line with our Responsible 
Exit Process. The programme involves targets and 
milestones agreed between the supplier and Superdry 
leadership teams and local experts – additional training 
is then delivered by third-party specialists, with regular 
visits to monitor improvement.

Driving greater accountability and to demonstrate our 
commitment to communicate with integrity, this year we 
published our Tier 1 factory base in line with our roadmap to 
communicate with integrity. More information on how we 
work with our suppliers is available on the Ethical Trading 
section of our website.

How we grade fair and safe conditions in our supply chain

Blue Grade 10% 
Leading social and environmental compliance and 
sustainability systems including a minimum of two   
of the below:

•  Active partner in our Respect programme;

Installing solar panels;

• 
•  Certified energy efficiency; and
•  Procuring cotton from Superdry   

‘in-conversion’ farms.

Green Grade 13% 
Leading social and environmental compliance.

Yellow Grade 72% 
Performs in line with social and environmental 
compliance requirements.

Orange Grade 4%   
Falls below our social and ethical requirements, 
actively engaged in improvement over defined 
period (IC) or exited.

Red Grade 0% 
Critical Failure: urgent resolution, or exit.

43

Superdry plc Annual Report 2023Strategic Report  →  Our People

Our People

Superdry continues to be a truly diverse global community. We employ 3,956 colleagues across  
16 countries (as of 29 April 2023). Whilst most of our workforce are young (68% are under 30 years 
of age) we are a multi-generational team.

Our generations

Generation 
Boomers – 1946-1964
Gen X – 1965-1980
Gen Y – (Millennials) 1981-1995
Gen Z – 1996-2010
Grand total

Global head office

Global retail

# Colleagues

%

# Colleagues

%

# Colleagues

18

182

463

142

805

2.24%

22.6%

57.52%

17.64%

100%

7

116

893

2,135

3,151

0.22%

3.68%

28.34%

67.76%

100%

25

298

1,356

2,277

3,956

Totals

%

0.63%

7.53%

34.28%

57.56%

100%

Executive team – Gender

Executive team – Ethnicity

A: Female 3 (33%) 
B: Male 6 (67%)

A

A:

Black, Asian or 
Minority Ethnic 
backgrounds 11%

B: White 89%

9

B

Leadership team – Gender

Leadership team – Ethnicity

A: Female 63 (49%) 
B: Male 65 (51%)

B

128

A

A:

Black, Asian or 
Minority Ethnic 
backgrounds 8%

B: White 92%

9

B

A

A

128

B

Total employees

C

A: Female 2,373 (60%) 
B: Male 1,580 (40%) 
C: Non-disclosed 3 (0.07%)

B

3,956

A

Gender pay gap (FY22)
Group:18.5%
(2021 23.68%)

Retail 2.2%
(2021: 4.7%)

In our FY22 Gender Pay Gap report, we were pleased to report a 
positive reduction in our gender pay gap: our mean Group gender 
pay gap was down by over 5% and our C-Retail mean gender pay gap 
was down by 2.5%. Our Gender Pay Gap report is available in full at 
corporate.superdry.com, and lists our actions for the coming year 
to drive our gap down further, focusing on ensuring that Superdry 
becomes an even better place to work for all.

44

Superdry plc Annual Report 2023Strategic Report  →  Our People

Our people are the key to our future success. 
We have had a challenging year but we are 
focused on colleague engagement to ensure 
we are providing a great place to work. We are 
also managing and developing our talent to 
ensure delivery of our business objectives, 
and really listening to our teams to create 
a workspace where everyone can be their 
authentic selves.

Talent management
Ensuring that we engage, develop and retain our talent 
is key to our business stability and success.

Over the last year we have invested in developing a range 
of self-serve and facilitated options for our colleagues. 
We launched a new online learning platform called ‘Shinpo 
space’, featuring a vast suite of online learning materials 
which is now well embedded, with 2,653 courses being 
completed by colleagues over the last 12 months. We also 
delivered new face-to-face training opportunities in the 
physical and virtual classroom. These included a range 
of courses to enable people to drive their personal and 
leadership development. These were attended by 654 
colleagues and included courses such as growth mindset, 
teamworking, being a project leader, and stress management.

We also launched our internal mentoring programme, which 
allowed colleagues to access a database of internal mentors 
to support their development, make connections across the 
business and navigate any challenges that they are facing. 
So far 69 colleagues have signed up to the scheme across 
our Retail and Head Office teams.

To ensure a consistent new joiner experience in Retail, we 
also launched a People Toolkit, which includes recruitment, 
onboarding guides, and a career framework tool to support 
development. Feedback has been positive from both 
managers and new hires. To further improve the experience 
in Retail, we are currently piloting SHL’s recruitment selection 
tools for online assessments. This will help move teams 
away from traditional CV-based assessment to a digital 
assessment tool, focusing more on customer service 
behaviours rather than experience.

45

We have also continued our relationship with schools and 
colleges. For example, we recently worked with Manchester 
University students on a design challenge, whose winner 
will receive work experience at our Head Office.

Culture and engagement
We believe our Superdry culture is unique and within it, 
we aim to create a progressive people culture where 
all employees feel valued and engaged, and can thrive. 
Our People team continually strives towards the common 
goal of creating an amazing people experience.

Over the last year we have continued to develop our 
approach to diversity, equality and inclusion (DEI). We have 
13 DEI champions from across our global business who 
provide us with feedback and support in shaping our plans.

During the year we have had a particular focus on inclusion, 
and have taken various steps to support under-represented 
groups in our business and to drive a culture of belonging. 
We have continued to work with MOBOLISE, a digital 
platform to connect Black talent to organisations, and two 
of our colleagues shared their personal experiences 
on a hosted webinar with aspiring Black professionals. 

Superdry plc Annual Report 2023office space, support from our designers and material in 
a project called Fabric of Colour. This project, and Lives of 
Colour as a whole, aims to bridge the gap between minority 
communities and established organisations in Gloucestershire.

We have continued to run our ‘Give Free Time’ initiative, 
where we give colleagues a paid day off to support charities. 
In December, the Executive Committee volunteered at 
the Trussell Trust Cheltenham food bank. Other charities 
that have been supported through this initiative include 
Gloucester City Mission, Caring Hands, Cotswold Dogs 
& Cats Home and the National Trust.

Wellbeing
Wellbeing has been high on the agenda for us over the last 
12 months, as we develop a culture that prioritises wellbeing 
by enabling line managers to have better conversations and 
support colleagues in feeling safe, listened to and valued.

During the year, we have focused on embedding our wellbeing 
offering through raising awareness of and engagement on 
wellbeing topics, with mental health being at the forefront. 
We have 20 Wellbeing Champions across our Head Office 
and global Retail teams, whose role is to support with, and 
lead on, raising awareness of topics in their specific areas. 
Additionally, mental health first-aider training was provided 
to all Head Office Wellbeing Champions.

We ran monthly topics on a variety of issues including 
menopause, men’s mental health, financial wellbeing, 
managing stress and anxiety, and pregnancy loss. We also 
launched a confidential, independent Employee Assistance 
Programme (EAP) with our partners, Health Assured.

We currently have 537 users of our EAP app, and 103 calls 
were made to the Helpline over the last 12 months. We will 
continue to promote the services this year.

Finally, we launched a compressed four-day working week 
for all of our full-time Retail colleagues. This has been an 
enormous success, with 75% of colleagues taking up this 
opportunity. As a result of this initiative our colleagues have 
reported improved mental health, help with the cost-of-living 
crisis, and the opportunity to have a better work-life balance.

Strategic Report  →  Our People

We have also achieved ‘Disability Confident’ accreditation, 
and we have had five colleagues join us via our ‘Grow 
Futures’ programme, where we offer financial assistance to 
support the relocation/travel expense of diverse candidates 
to our Head Office. Finally, all retail managers across the 
Group took part in 16 DEI unconscious bias training 
sessions, helping to support them to be the best leaders for 
our retail colleagues.

We have also driven a range of DEI engagement activities 
linked to key events such as Pride, Black History Month 
and International Women’s Week, as seen on our LinkedIn 
page. We are also learning how to improve the colleague 
experience for deaf colleagues through feedback from a 
recently hired colleague in our Oxford Street store. These 
initiatives are making a difference, demonstrated through 
our DEI pulse survey in October, which received 1,159 
responses in which 94% of colleagues said they felt 
they could bring their true self to work.

To celebrate instance of our talent going above and beyond, 
we launched our new quarterly global recognition programme, 
‘SD Heroes’, at the beginning of the year. This celebrates the 
efforts of 10 colleagues each quarter, who are recognised 
and rewarded for their outstanding work.

Our Superdry Voice (SD Voice) engagement group 
continues to provide an important forum for our colleagues 
to provide feedback and help shape business initiatives. 
30 colleagues participate from across our global functions 
and over the past year, the SD Voice has provided feedback 
that has helped shape our approaches to wellbeing, reward, 
cost-of-living crisis and various operational activities. 
The groups are supported by Cathryn Petchey, Global 
People Director, and Helen Weir, our designated 
independent Non-Executive Director (NED) for colleague 
engagement. Lysa Hardy took over from Helen Weir 
on 1 June 2023 as NED for colleague engagement.

To improve the visibility of the Board, we held a face-to-face 
Q&A session with colleagues where they shared their 
experiences, thoughts and insight on the business. It was a 
fantastic forum to launch a dialogue and provide feedback 
between colleagues and our NEDs.

We also held various online meetings under the title 
‘SD Live’, to inform our employees on topics such as 
financial and economic factors affecting the business’ 
performance. One such session was led by the CEO 
and CFO on 27 January to inform colleagues about 
the business’ half-year financial performance. After the 
session, a recording was posted to Workplace (internal 
communications platform), with comments from the CFO 
for employees to read.

Charity and community
Over the last year we have supported two local organisations: 
Gotherington Jaguars, a girls’ football team, and Lives of 
Colour, a Gloucestershire-based consulting service that 
supports equality, diversity and inclusion in Gloucestershire. 
We designed and developed the new team kit for the 
Gotherington Jaguars, and provided Lives of Colour with 

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Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

How We Manage Our Risks

Effective risk management is key to ensuring 
robust processes exist to identify and prioritise 
those risks to which Superdry is most exposed, 
and that these risks are appropriately managed. 
We have continued to develop and improve 
our risk management practices during the year.

These improvements included the development of risk 
appetite statements for each principal risk and uncertainty 
(PRUs) and the embedding of the ‘Clear and Present 
dangers’ process and standards for corporate, climate-
related financial reporting from the Task Force on Climate-
related Financial Disclosures (TCFD) that were introduced 
last year.

Our PRUs have been assessed against the Group strategy 
and risk mitigation activities have been prioritised accordingly.

Risk management framework
The Board delegates authority for overseeing the 
effectiveness of the Company’s risk management process 
to the Audit Committee. At the March 2023 Audit Committee 
meeting, the Committee was presented with details of risk 
management processes. A summary was provided of the 
approach to risk identification in the context of strategy, 
roles and responsibilities, risk methodology, reporting and 
training. The Committee concluded that processes were 
effective. Processes for identifying and assessing risks are 
included within our Risk Management Policy to ensure there 
is a consistent approach in the way our principal risks are 
identified, assessed, managed and reported.

For the assessment of risk, we use a 5x5 probability-impact 
risk matrix to assess the impact as ‘insignificant’, ‘minor’, 
‘moderate’, ‘significant’ or ‘major’. Each impact category has 
a definition across multiple facets including financial impact, 
health and safety, people, brand reputation and climate. 
Risks assessed as ‘major’ are those which are likely to result 
in >£20m reduction in profits, severe injury/death, adverse 
change affecting >50% employees, brand health falling to 
a critical and potentially terminal level, or extreme weather 
events causing uncertainty in procuring agricultural inputs, 
disrupted distribution networks and damaged manufacturing 
facilities. Further considerations associated with climate 
change are detailed in the climate-related risks (TCFD) 
section below.

To ensure a consistent approach to the management of 
risks, a risk matrix is used to give each risk a relative score 
based on a combination of the probability and impact. 
Risks are scored at three points:

1.  Before considering the impact of the controls that are 

in place (gross risk);

2.  Considering the effectiveness of the current controls 

in place (net risk); and

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

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

Risk review process

Risk  
function

01

Risk  
Committee

02

•  Risk identification;
•  Consideration 
of global risk 
landscape; and

•  Horizon scanning 
across the 1–5 
year time frame.

•  Management 
of Group’s risk 
management 
processes 
(e.g. assessment, 
scoring, deep dive 
into specific risks).

Executive 
Committee

03

•  Monitoring of 
Principal risks 
and uncertainties 
(PRUs); and

• 

Identification and 
management 
of Clear and 
Present Dangers.

47

Board 

05

•  Overall 

accountability for 
risk management; 
and

•  Setting risk 
appetite.

Audit  
Committee

04

•  Review and 

approve Risk 
Management 
Policy;

•  Review of PRUs 
and Clear and 
Present Dangers; 
and

•  Evaluation of 

effectiveness of   
risk management.

Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

A comparison of the level of the net risk against our 
risk appetite will determine whether action is required to 
further mitigate the risk. Any action to manage risk needs 
to be appropriate, achievable and affordable. The impact 
expected if no action is taken is considered against the cost 
of action and the reduction in the overall level of the risk.

Each risk identified and recorded in the risk register has a 
‘risk owner’ assigned, who is the individual (member of the 
Executive) with the appropriate authority and experience to 
understand and manage the risk exposure and ensure that 
this is monitored, updated, and progress is monitored. Risk 
owners will assume overall responsibility for ensuring all 
mitigating actions are completed by agreed deadlines. The 
Head of Internal Audit and Risk reviews key risks with risk 
owners on a quarterly basis or more frequently if required.

The achievement of our strategy will involve taking 
risks (e.g., strategic, operational, financial, reputational etc.). 
However, risks are only accepted where it is appropriate to 
do so and where decisions to accept are informed and in line 
with Superdry’s risk appetite. Our overarching risk appetite 
has been defined and agreed by the Board and helps frame 
decision-making.

Superdry’s risk appetite statement:
We aim to be risk aware, recognising that to achieve our 
objectives we will take on certain risks in an informed 
manner. When a risk is at an acceptable level, the risk   
will be recognised but further mitigating action may not be 
undertaken. Circumstances where this could apply would 
include when the cost or effort to implement a control 
outweighs the potential impact if the risk materialises. 
We will not take risks that could negatively affect the safety 
of customers or colleagues, be detrimental to our brand, 
involve illegal behaviour, or endanger the future existence 
of the business.

Framework for Climate-related risks 
(TCFD)
The Group now reports on a number of climate-related 
financial disclosures to provide information on the impact 
of climate change, including consideration of climate-related 
risks most prominent to our business and the sector in which 
we operate, acknowledging the global reach of our business.

The identification and management of climate-related risk is 
integrated within the organisation’s Risk Management Policy 
as described above. In order to identify and assess these 
risks, we have analysed the future potential scenarios that 
may crystallise in terms of global average temperature 
rises, and the potential impact on our business. Qualitative 
disclosure has been provided as a first step and we will 
work towards quantitative disclosure in the future.

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Climate-related risks are separated into two categories:

Physical risks

Transitional risks

•  Acute physical; and
•  Chronic physical.

Physical risks from climate change will be event-based 
(acute) or longer-term climate pattern shifts (chronic). 
Physical risks can have a direct impact such as 
damage to assets, and indirect impacts including 
supply chain disruption.

•  Changes in availability and cost of raw materials;
•  Disruption to upstream logistic networks;
•  Damage to property and assets; and
•  Adverse impact on quality.

•  Reputation;
•  Regulation;
•  Technology;
•  Legal; and
•  Market.

The road to a low-carbon economy will involve 
addressing the mitigation and adaptation requirements 
related to climate change. This is likely to materialise 
in the form of extensive policy, legal, technology and 
market changes.

• 

Increased compliance costs and reporting 
obligations could have an impact on asset values 
and future revenues;

Increased costs from introduction of carbon taxes;

• 
•  Substitution and transition costs to lower emissions 

technology; and

•  Shifts in consumer preferences.

Transitional risks are non-exhaustive and those listed 
are included within our environmental risk register.

Timeframes for considering risks
To support with disclosures of our risks, our Risk Management Policy includes definitions of short, medium and long-term 
horizons (see table below). The timeframes associated with different risks influences our response and mitigating activity. 
The identification and monitoring of emerging risks takes place via our Clear and Present dangers process. Emerging risks 
are those risks that often develop rapidly, whose probability and impact are yet to be fully known with associated mitigating 
activity yet to be fully defined. 

Short term

Medium term

Long term

0-1 year
As a fashion brand we operate our 
business on two main seasons and 
two capsule collections; therefore, 
within a financial year, we review 
year-on-year seasonal trends to 
inform short-term risk assessment.

For example, when planning a future 
season, we review trends related to 
raw material production to inform 
buying patterns, forecasting and 
prioritising appropriate materials 
to mitigate risk. One example is that 
when planning a cotton-rich season 
such as Spring/Summer, we will book 
fabric in advance to secure organic 
cotton availability due to volatility   
as a result of environmental factors.

This time frame aligns with our 
short-term financial planning horizon.

To 2030 (1-7 years)
Exposures include risks associated 
with our aim to move 65% of our 
cotton to organic, and net zero 
in our own and third-party 
distribution operations.

Over the next five years we are 
diversifying into recycled and 
transitional cotton (cotton produced 
by farmers who are moving from 
conventional to certified organic 
techniques) to de-risk market 
volatility of organic due to 
environmental impacts.

This time frame aligns with our 
medium-term financial planning 
horizon (our Five-Year Plan, which is 
the basis for our viability statement 
within the Annual Report).

To 2040 (7-17 years)
Long-term exposures are aligned with 
our sustainability strategy horizons 
which look over a longer time frame 
than other business operations.

With this time frame, we also aspire 
to align our long-term sustainability 
goals with widely recognised 
timescales for impact such as the 
Sustainable Development Goals and 
the Paris Climate Agreement. Our 
long-term goals, for example, are 
100% organic cotton in all cotton 
products, and net zero across our 
third-party logistics operations.

Over the next 10 years, we will 
continue to reduce airfreight and 
move to alternative low-carbon 
fuels to de-risk the increasing 
cost of logistics.

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Principal risks and uncertainties

Evaluation of our risks
Our risk management framework has been used to evaluate each of the Group’s most significant risks (PRUs) and the table 
below provides an assessment of each. During the year, risks associated with liquidity, macroeconomic headwinds and 
wholesale performance have increased, whilst the risk associated with excessive stock levels has reduced. The remaining 
PRUs have remained at a similar level to last year. All PRUs will continue to be actively managed to ensure they are within 
our risk appetite and associated tolerance levels.

Risk 

PRU 1:
Liquidity

Link to strategy:
Make It Happen

Our ability to meet our liquidity needs 
is dependent on the availability of 
adequate financing from banks 
and capital markets.

Our liquidity risk is partly attributable 
to an overhang from Covid. When we 
entered the pandemic, we had very 
low levels of debt, but these levels had 
increased significantly as we exited 
the Covid period. Since then, the tough 
trading conditions associated with the 
cost-of-living crisis and economic 
uncertainty during the year has 
led to continued pressure on our 
overall liquidity.

PRU 2:
Macroeconomic instability

Link to strategy:
All

Macroeconomic headwinds continue, 
with a resultant impact on our 
trading performance.

We operate in a wide range of 
markets that are exposed to the 
changing economic and political 
environments that continue to impact 
consumer spending, and leading to 
increased operational costs and 
impact profitability. 

Mitigation

Movement in the year

We continue to operate in 
a tough trading environment 
that puts pressure on our 
liquidity needs. Whilst we 
have secured the new 
financing facility and 
executed other cash 
generative activity, this 
risk has increased when 
compared to last year. 

We believe the underlying risk 
to have increased since last 
year. The impact of these 
macroeconomic headwinds 
have been partially offset by 
actions taken as part of our 
turnaround plan.

In December 2022, we secured a new finance 
facility of up to £80m (with a £30m term loan 
component) for a three-year period. In July 
2023, we reached an agreement with HilCo 
capital Limited to unlock a further £25m in 
credit to help mitigate the headroom cap on 
our new finance facility. A process exists to 
ensure we remain compliant with these financing 
arrangements and their associated covenants.

The Board continually reviews the cash generating 
levers available to the business. The sale of 
Intellectual Property assets in much of the APAC 
region, the completion of an equity raise and the 
commencement of the cost-cutting programme in 
FY24 will aid in strengthening of the balance sheet 
required as a result of the significant liquidity issues 
faced towards the end of the FY23 financial year.

We continue to manage working capital 
pressures closely to maintain targeted cash 
levels and financial resilience. The management 
of stock commitments, negotiation of rental 
reductions and effective management of our 
debtors being key elements. 

Macroeconomic and political tensions are 
monitored closely. Regular reviews of the Group’s 
pricing strategy and cost base are undertaken 
in conjunction with forecasting disciplines to 
ensure that we are dealing with changes in 
the macroeconomy in a timely manner.

A Five-Year Plan that recognises the ongoing 
economic issues and is based on conservative 
sales assumptions. The Five-Year Plan has 
resulted in the implementation of a strategy that 
focuses on efficiency and leverages the strength 
of our brand across different customer segments 
and geographies to mitigate reliance on a particular 
customer segment in a particular country.

Examples of activity to deliver our turnaround 
programme in the face of the macroeconomic 
headwinds include:

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Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

Key

No change

Increased risk

Decreased risk

Risk 

Mitigation

Movement in the year

We continue to embed our 
refined product strategy, 
using low-impact materials, 
targeting core markets 
aligned to commercial 
opportunities. We believe the 
risk to be at a similar level 
to last year when considered 
in the context of the current 
cost-of-living crisis. 

PRU 2 continued

PRU 3:
Design and Product

Link to strategy:
Inspire through product and style

Our ability to achieve success depends 
on a relevant commercial product 
strategy that is aligned to brand 
position, consumer segmentation and 
focus on commercial opportunities.

A poor product strategy will mean 
we fail to meet consumer needs and 
trends, leading to a product range 
that is insufficiently differentiated or 
unattractive to target consumers, and 
ultimately a deterioration of the brand. 

•  Sale of Intellectual Property assets for £34m 

in much of the APAC region;
•  Completion of £11m equity raise;
•  £35m cost-cutting programme;
•  Revised pricing strategy to reflect inflationary 

pressures; and

•  Reduction in levels of stock (see PRU 5 for 

further detail).

Robust business continuity processes to 
support in the event of significant interruption 
to the business. 

We continue to design the product range against 
each style choice and segmentation: entry, core, 
statement and exploration, through the lens of 
fashion follower and our heritage consumers.

Our product strategy and range planning critical 
path has gone through a series of improvements 
to reflect Superdry’s requirements in terms of 
consumer responsiveness, reduced option 
count, and is driven by data insight and cross-
functional collaboration. The critical path 
culminates in a range and product architecture 
that is approved by the CEO and includes the 
following key milestones for the design and 
product strategy:

Plan – Defines brand narrative and design 
direction based on insights (consumer, channel, 
product innovations).

Create – Activates the design and marketing 
teams to create products and marketing 
calendar as per the seasonal plan.

Go To Market – Preview of new products 
showing how they will be presented through 
each of our channels.

Our product range is subject to in-house testing 
to ensure quality standards are maintained.

To align to the wider business strategy, 
sustainability is at the forefront of our everything 
we do, through designing and producing our 
range from low-impact materials, whilst providing 
quality products that are value for money.

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Risk 

Mitigation

Movement in the year

PRU 4:
Significant business interruption

Link to strategy:
Use technology to accelerate 
our plans

Compromise to our key technological 
and/or physical assets would 
significantly impede our ability to trade.

Key assets include:
•  Ecommerce platform;
•  Distribution centres;
•  Critical IT;
•  Head Office; and
•  Large stores

PRU 5:
Elevated stock levels

Link to strategy:
Operate in an integrated 
marketplace

Elevated legacy stock levels represent 
a risk in terms of a shortfall in cash 
flow, additional markdowns, and 
additional storage costs. Significant 
levels of ‘off-price’ (e.g., outlet and 
clearance) stock represents a risk in 
that it is typically more difficult to clear.

Trading volatility, such as that caused 
by a squeeze on consumer spending, 
may create an excess of stock to 
clear that may be brand damaging if 
discounting and third-party clearance 
operators are regularly used.

Business continuity measures (e.g., Incident 
Management Plans and Incident Management 
Team) are reviewed and enhanced based 
on experience or as part of desktop exercises, 
to improve capability where the Group is most 
exposed to interruption.

Resilience is also considered for our key 
physical and technological assets. For example, 
operating two multi-channel distribution centres 
capable of serving all channels across the 
geographies in which we operate, with common 
operating systems, provides significant built-in 
resilience in the event of the failure of a single 
distribution centre.

Our new Ecommerce platform has extended 
our resilience capability by leveraging additional 
cloud security and continuity functionality. During 
the year and as part of an ongoing programme 
of desktop exercises, an independent review 
assessed our response to a significant, realistic 
interruption to our Ecommerce platform during 
peak trading. The review concluded that the 
Incident Management Team had worked 
together effectively to discuss and formulate 
an aligned and focused response to the incident. 
A number of learning points were identified and 
have been implemented. 

A robust, data-driven ‘Open to Buy’ process 
which involves regular meetings with a sub-set 
of the Executive Committee to determine buy 
levels for each channel per season. This ensures 
that buying decisions reflect the projected 
customer needs by channel.

Stock reporting continues to be a standing 
agenda item at Executive Committee meetings 
and regularly communicated to the Board. Any 
additional spend beyond originally approved buy 
levels, requires Board approval.

Our recently formed Stock Liquidation 
Committee meets regularly to agree and 
optimise available clearance channels with  
a view to clearing aged, slow-moving, and 
broken stock. 

The risk has various 
components across 
different asset types, 
which are often interlinked.

The Group has adopted 
a prioritised approach to 
business continuity in the 
year, including exercising 
plans in the event of a 
significant failure of our 
new Ecommerce platform.

As such, the likelihood and 
impact of this risk when 
compared to last year is 
considered to be similar.

Progress has been made in 
terms of reducing year-on-
year stock levels from 12.4m 
units (end FY22) to 9.4m units 
(end FY23) with a target of  
7.0m units, targeting aged, 
slow-moving, and broken 
stock by end FY24. Off-price 
stock has also been reduced, 
with short-order capability 
also reducing the risk of 
excessive buying activity.

As such, we believe the risk to 
have reduced from prior year. 

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Risk 

Mitigation

Movement in the year

PRU 6:
Performance across our 
global, omni-channel proposition 
represents a risk and also an 
outcome of other risks described 
in the Intro section above. 
Specifically:

6. i) Underperformance of our 
retail stores

Link to strategy:
Operate in an integrated 
marketplace.

In line with market trends, the ongoing 
consumer preference shift towards 
digital shopping channels has seen 
declining consumer visits to stores and 
declining profitability in the physical 
retail environment. Ongoing inflationary 
pressures, cost-of-living increases, and 
reduced levels of disposable income 
also represent a risk in terms of 
retail performance.

During FY23, we believe a new 
normalised, post-pandemic trading 
base was established in the UK  
and US retail markets. However,  
trade in the first quarter of FY23   
in the EU continued to be suppressed, 
due to the overhang of the omicron 
variant of Covid.

PRU 6:
6. ii Underperformance of 
Wholesale channel

Link to strategy:
Operate in an integrated 
marketplace.

Wholesale performance continues 
to be at risk from similar factors as 
our own store estate, such as those 
caused by a turbulent macroeconomic 
environment which is impacting the 
financial health of our wholesale 
partners who are more cautious 
about committing to forward orders. 
Performance has yet to return 
to pre-Covid levels of trade with 
additional risks to performance 
including, brand perception and grey 
market distribution (where product is 
obtained from an unofficial marketplace).

Our Five-Year Plan continues to focus on 
supporting the profitability of the store estate 
and address any loss-making stores. Each store 
across our estate has been classified to guide 
future action: rental regears, exits, relocation, 
size amendment or store re-fit.

We have revised our payroll model to reflect 
changes in sales demand and to mitigate 
ongoing inflationary pressures on wages across 
the territories in which we operate. We believe 
we will benefit from lower levels of business 
rates across the UK following the government’s 
announcements that came into effect in  
April 2023.

We continue with our belief that a full-price sales 
mix is the right approach with a focus on driving 
conversion rates for those customers coming to 
stores. Strong performance will depend on our 
ability to maximise the efficiency of stock assets, 
i.e., having the right product in the right locations 
in the right quantities at the right time.

Whilst we experienced strong 
peak trading and have taken 
steps to respond to the 
macroeconomic headwinds, 
such as exiting non-profitable 
stores and successful rental 
regears, recent trading has 
been suppressed and there 
remains uncertainty regarding 
the ongoing impact of 
inflation and the associated 
cost-of-living crisis and as 
such we believe the risk to 
be a similar level to prior year.

Whilst we have executed a 
number of key activities to 
deliver our turnaround plan, 
it will take time to fully 
implement. As such and in 
light of the macroeconomic 
turbulence where we 
continue to see an increase 
in partners experiencing 
financial difficulty, we believe 
the risk to have increased 
from the prior year.

A full review of Wholesale has been undertaken 
with the identification of strategic levers to 
re-set the channel.

To support the implementation of the wholesale 
re-set, we have evaluated and implemented 
the re-introduction of agency models across a 
number of our European territories. We are also 
reviewing our franchise model to ensure there 
is a stable business model that delivers mutual 
profitability. To simplify the Wholesale channel 
and remove loss-making elements of it, we 
exited from the US market in the year.

In addition, the sale of our IP across the APAC 
region for $50m or around £34m net, will 
provide local specialists with the opportunity 
to maximise the brand opportunity in the area.

Our Wholesale and Finance teams closely 
manage credit terms and debt positions with our 
partners. To reduce grey market distribution, we 
carry out customer due diligence and conduct 
investigatory measures where appropriate. The 
integration of RFID has also served to reduce 
grey market risk, by being able to identify the 
origin of the stock. 

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Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

Risk 

Mitigation

Movement in the year

For FY24, we are launching a number of new 
partner sites (e.g., M&S and ASOS), which 
we anticipate will further improve our 
3rd party performance.

For our Ecommerce channel, during the year, 
we introduced charging for both delivery and 
returns for our Ecommerce channel. Initial 
results show a reduced level of returns with 
no obvious impact to conversion as well as 
providing an additional revenue stream.

We continue to review and challenge our 
marketing spend to drive efficiency and quality 
of customer (i.e., focus on those consumers that 
spend money to drive conversion) as well as 
optimising marketing spend on third-party sites.

The shift towards increased 
online purchasing continues 
and represents a significant 
growth opportunity as 
demonstrated in our FY23 
performance. However, the 
cost-of-living crisis described 
above also impacts the online 
consumer and as such, 
we believe the risk to remain 
at a similar level compared 
to last year.

PRU 6:
6. iii Underperformance of 
Ecommerce channel

Link to strategy:
Operate in an integrated 
marketplace/Engage 
through social.

Consumers are drawn to Ecommerce 
platforms that make the experience 
of browsing, shopping, discovering 
and ultimately purchasing, engaging, 
efficient and cost-effective. We will be 
unable to achieve these objectives if 
the consumer is moving faster than 
we can adapt and our Ecommerce 
platforms are perceived to be behind 
competitor propositions. Our 
Ecommerce platforms are comprised 
of our own internal channel as well 
as a series of third-party sites.

ECommerce revenue during FY23 
grew c.15% versus prior year with 
a key driver being strong third-party 
performance, where we benefitted 
from having strong product offerings 
during key parts of the year 
(e.g., launch of our Autumn/Winter 
collection). As we continue to engage 
with more third-party marketplaces, 
we need to ensure that sufficient stock 
availability exists to underpin growth 
aspirations.

MAKE  IT  HAPPEN

‘The Voice is an essential component 
of representation in our working culture, 
it is a forum that allows our colleagues 
to explore ideas, raise issues, and work 
alongside our senior leaders to help 
bring about positive change and 
progress to the wider Business. Being 
involved in The Superdry Voice has 
not only afforded me the privilege 
of representing my colleagues to help 
better their employee experience at 
Superdry, but it has also constructively 
influenced my personal and professional 
development too.’

Louise Williams
Brand Protection and IP Specialist

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Risk 

Mitigation

Movement in the year

PRU 7:
Internal controls requiring 
improvement

Link to strategy:
Use Technology to accelerate 
our plans

Control failure in key controls could 
lead to financial loss, heightened risk 
of fraud and error, increased external 
professional fees, and prior 
year adjustments.

People: there has been a significant 
turnover of colleagues, particularly 
in Finance, over the past few years, 
meaning a lack of continuity.

Processes: current transactional 
processes are manual and result 
in significant requirements for 
reconciliation, review and analysis. 
This can, and has, caused significant 
backlogs in Finance which can cause 
difficulties in closing the accounts in 
a timely manner.

Technology: existing systems are 
not always set up to make best use 
of functionality, nor provide the 
functionality required to enable 
controls to be performed efficiently 
and effectively.

PRU 8:
Changes in exchange rates

Link to strategy:
Make It Happen

Our financial results could be impacted 
by changes in exchange rates.

The majority of our stock purchases 
are made using foreign currency 
(mainly $US) and, therefore, our costs 
are exposed to foreign exchange 
movements. At a macro level, the 
continued impact of a suppressed 
global economy and a volatile political 
environment, may lead to continued 
exchange rate fluctuations in the 
short- to medium-term, creating 
uncertainty around GBP profit 
and cash equivalents.

We recognise that to make 
sustained improvement, we 
need to implement systemic 
change, which will come 
through the completion of the 
three-year implementation 
of Project Phoenix and the 
resolution of legacy interface 
issues. As such, we believe 
the risk to be at a similar level 
to last year. See page 77 
for the Audit Committee 
Report and internal 
control effectiveness.

A Finance Transformation Programme, ‘Project 
Phoenix’, is being implemented to address risks 
associated with internal controls that require 
improvement. The objectives of the project 
are to standardise, optimise and automate 
processes, as well as eliminating inefficiencies, 
where possible. This will be achieved through 
enhancements to resourcing, processes, 
policies and systems.

The project represents a three-year programme 
of work (FY22 – FY24). The year one focus was 
to rectify legacy issues, although this work has 
extended into year two as we work to resolve 
interface issues with legacy systems. Year three 
will see the embedding of improvements from 
system implementation.

Improvement areas made during FY23 include 
systems implementation across the purchase 
order (SoftCo), reconciliation (Blackline) and 
accounting (CODA) processes. In addition, a 
‘hard close’ was performed at the end of Period 9.

We have continued to adapt our Internal Control 
Framework to also include key areas outside 
of Finance, to reflect the forthcoming UK 
Corporate Governance and audit reform. 

Our forecast foreign exchange exposures 
are hedged in accordance with an approved 
Treasury Policy. Our hedging policy seeks to 
mitigate any sudden impact caused by foreign 
exchange volatility.

We continually review our corporate structures 
to minimise foreign exchange exposures.

The process is managed through a Treasury 
Committee with oversight provided by the 
Audit Committee.

Board approval is required if additional hedges 
are needed that are over and above existing 
Treasury Policy thresholds. 

We believe the risk to be 
at a similar level to last year, 
which includes some liquidity 
risk from foreign currency 
denominated bank accounts.

55

Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

Risk 

Mitigation

Movement in the year

PRU 9:
Recruit, develop and retain quality 
leaders including key man risk

The Executive Committee is at full strength and 
could provide cover for the CEO if required in 
the short term.

Link to strategy:
Creating an amazing people 
experience

We need to recruit, develop and retain 
the calibre of leadership and talent 
across the business that will enable 
us to succeed. Failure to do so could 
limit our opportunities for growth and 
increase costs of recruitment and 
retention. Equally, we need to ensure 
that our talent and leadership pool is 
reflective of the strategic capabilities 
required to deliver the plan.

In the post-pandemic environment, 
we are seeing a shift in candidate 
expectation with a greater demand 
for flexibility. We are also experiencing 
wage inflation across the territories 
in which we operate. Both could also 
have an impact on our ability to 
attract and retain key talent.

The CEO remains core to the operation 
of the business and his absence could 
have a significant adverse impact on 
the business.

PRU 10:
Ineffective strategy

Link to strategy:
All

If the wrong strategy is developed, 
or the strategy is not implemented 
effectively, this could significantly 
impact the success of the business and 
erode corporate and investor sentiment.

We believe the risk exposure 
to be at a similar level to last 
year. We have seen an easing 
of the candidate-led market 
that was prevalent last year, 
with the time taken to hire 
talent reducing. However, 
we continue to operate in a 
challenging environment and 
despite the internal levers 
such as flexible working 
patterns and career 
development pathways, 
we are competing for talent 
on a national and at times, 
international basis.

Having further evolved the 
strategy over the course of 
the year and established the 
foundations for delivery the 
strategy, we believe the risk 
to be similar to last year.

During the year, we developed a full Executive 
succession plan ensuring we have visibility of 
any risks and a robust plan in place.

The Nomination and Remuneration Committees 
assist the Board in ensuring that the Board and 
Executive Committees retain an appropriate 
structure, size, and balance of skills to support 
Superdry’s strategic objectives and values.

Initiatives such as restricted share awards, 
flexible hybrid working practices for office 
colleagues and a four-day working week 
option for Retail colleagues have been 
introduced to support colleague retention.

Over the last year, we launched a range 
of initiatives to support colleague retention, 
including: a ‘Drive your Leadership’ programme 
aimed at developing the leadership capabilities 
of our mid-level management team; bespoke 
coaching options for our senior leadership 
group, ‘Drive your Development’ programme 
to support colleague development and a 
new Group-wide approach to wellbeing.

For Retail stores, we also delivered and 
embedded new recruitment and onboarding 
frameworks ensuring our colleagues have 
a consistent new joiner experience.

During FY23 we moved to the execution phase 
of the consumer-facing pillars of our strategy: 
product, marketing and sustainability. This is 
monitored through quarterly KPIs that are 
reviewed at Board level.

We have developed a turnaround plan 
|and cost-reduction programme to progress 
towards our target operating model with clear 
EBITDA targets.

The turnaround plan programme is sponsored 
by the Board and sets out a clear roadmap for 
cost savings and working capital benefits. 
This programme of works was independently 
validated by a 3rd party professional services 
company (Interpath) as part of a Board-
sponsored cost reduction review. A key 
feature of the target operating model is to grow 
operating margins from moderate sales growth.

56

Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

Risk 

Mitigation

Movement in the year

Actions taken in the 
year have enhanced 
our understanding of   
the risk profile.

Whilst we continue to improve 
our internal, technical, and 
organisational controls 
to reduce risk, the external 
climate continues to see 
a trend towards more 
sophisticated cyber-attacks. 
As such, we believe the risk  
to be at a similar level to  
last year.

PRU 11:
Information security and threat of 
data privacy breach

Link to strategy:
Use Technology to accelerate 
our plans

There is a risk our information security 
is breached, causing data and/or 
systems compromise. This could lead 
to fraud, impact our ability to trade, 
attract regulatory scrutiny, litigation or 
fines, and cause damage to the brand.

As we invest in new technology 
infrastructure, we are taking the 
opportunity to implement cloud-based 
technology, which includes the latest 
cyber security controls and involves 
moving away from our own ‘on- 
premise’ infrastructure. The external 
cyber threat landscape for all 
organisations continues to be 
significant, with organised crime 
groups carrying out targeted 
campaigns against a range 
of organisations.

We have a Data Protection and Information 
Security Steering Group which meets regularly. 
It is a cross-functional group which reviews 
the proactive steps the business takes to 
manage the risks around data privacy and 
information security.

Risk events associated with information security 
and data protection are reviewed during the 
year by the Risk Committee, promoting a 
programme of continuous improvement.

During the year we devised and launched a new 
consumer-facing privacy policy and reviewed 
technical and organisational risk management 
strategies. The Group also runs internal 
education and communication programmes, 
to promote a culture of compliance.

As we continue to implement increased levels of 
cloud-based infrastructure, information security 
and data privacy risks are considered and 
appropriate mitigations prioritised.

Specific developments in the year have included:

•  ongoing extensive security reviews, including 
penetration testing on our new E-Commerce 
trading platform;

•  the removal of legacy internet-facing servers;
•  enhanced technical standards that help 

protect email senders and recipients from 
spam, spoofing, and phishing;

•  desktop exercise carried out by specialist 
3rd party designed to test our response to 
a cyber breach; and
increased levels of cyber insurance to reflect 
the evolving cyber landscape.

• 

MAKE  IT  HAPPEN

‘Superdry has such a distinctive and 
welcoming culture, the people, the way 
things are done it is just such a positive 
company to work for.’

Assistant Team Leader
Cheltenham, UK

57

Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

Risk 

Mitigation

Movement in the year

PRU 12:
Ethical (including human rights)

Link to strategy:
Lead through sustainability

Failure by suppliers to adhere to our 
Ethical Trading Code of Practice 
could erode our reputation as 
a responsible brand.

We continue to promote our 
sustainability credentials in line with 
our mission to become the #1 Premium 
Sustainable Style Destination. We have 
also seen an increase in regulatory 
guidance on green claims in the last 
12 months with some organisations 
being investigated for non-compliance 
with the potential for fines in this area, 
that could lead to reputational damage.

We continue to enhance 
controls associated with 
ethical risk, commensurate 
with our responsibilities 
as a leading fashion brand. 
As awareness increases and 
we continue to become more 
vocal in this area, we are likely 
to face additional scrutiny. 
We believe we are well placed 
to respond to such scrutiny 
but may have limited control 
over external commentary. 
As such, we believe the risk 
to remain at a similar level to 
last year.

We have a dedicated team responsible 
for ethical sourcing matters and dedicated 
local experts in our key markets to detect and 
mitigate risks associated with changing market 
conditions. The Group is a member of the Ethical 
Trading Initiative, which seeks to improve the 
lives of workers worldwide. We engage with 
our suppliers and expect them to operate in 
accordance with our Ethical Trading Code 
of Practice, which is available at corporate.
superdry.com.

We assess the status of operating practices 
through a schedule of audits and visits and, 
where necessary, work with suppliers on 
improvement plans. Any factory that fails to 
remedy significant issues are placed on an exit 
plan. In FY23, 96% of our Tier 1 factories were 
ranked in line with or above highest ratings of 
social and environmental compliance – a 5% 
increase since last year. The 4% who fall below 
our social and ethical requirements are actively 
engaged in improvement over a defined period 
through our Intensive Care Programme (ICP) or 
exited in line with our Responsible Exit Process.

In addition, 10% (FY22: 6%) of our factory base 
exceeded our Code of Practice and achieved 
‘blue’ grade status by leading in sustainability 
initiatives, including renewable electricity.

During the year, the Audit Committee received 
regular reporting on compliance with our 
Ethical Trading Code of Practice.

In response to the Advertising Standards 
Authority’s guidance on greenwashing, 
our Ethical and Legal teams ran a training 
programme for our customer-facing functions 
and have set up operating procedures for the 
approval of product- and marketing-related 
content to ensure we are communicating 
our sustainability messaging with credibility 
and integrity.

PRU 13:
Climate-related risk

Link to strategy:
Lead through sustainability

We have grouped climate-related risks into two categories: transitional (which tend to be shorter-term risks associated with 
moving towards a low-carbon economy), and physical (which tend to be longer-term risks). In general, transitional risks tend to 
pertinent across multiple areas of the business, e.g., Legal, Sourcing, Finance, Retail etc. and relevant to all geographies where we 
have a presence. Conversely, physical related risks tend to more pertinent for our Sourcing department and associated countries 
of origin. Whilst it is recognised that these risks will have an adverse impact on the business if they materialise, effective mitigation 
represents an opportunity in that it will provide us with a competitive advantage against others in our sector.

For each of the transitional and physical risks identified, we have considered the time horizon over which these are likely to be 
most prevalent. Definitions of short (S), medium (M) and long-term (L) time horizons can be found on page 33.

See page 30 for the TCFD section.

58

Superdry plc Annual Report 2023Whilst consumer and 
regulatory attention in this 
area continues to grow, we 
are well placed to mitigate 
associated risks through the 
emphasis we are placing 
on our environmental 
credentials, through, for 
example, the verification 
of our impacts on the 
environment, investment 
in green technologies, and 
increased use of low-impact 
materials such as 
organic cotton.

As such we believe the risk 
to be at a similar level to 
last year.

Strategic Report  →  How We Manage Our Risks

Transitional risks:

REPUTATION (S)
Awareness of the environmental 
impact of climate change is increasing, 
and a failure to meet expectations 
would adversely impact our brand, 
especially given our mission to 
be the #1 Premium Sustainable 
Style Destination.

CURRENT REGULATION (S)
Failure to comply with mandatory 
reporting requirements which may 
result in financial penalties.

EMERGING REGULATION (M, L)
The emergence of any new regulation 
could lead to changes to existing policies 
and procedures and associated costs 
(e.g., climate-related taxes).

TECHNOLOGY (M, L)
Not keeping up with changes to 
technology, or to changes in its 
availability, could result in a severe 
financial and strategic impact e.g., 
reliance on availability of both energy 
reduction/efficiency technologies and 
renewable energy technologies in 
order to meet our net zero goal through 
our ‘reduce’ and ‘convert’ stages.

REPUTATION
We aim to mitigate this risk through our strategic 
pillar, to ‘Lead through sustainability’, and 
communicating our climate-related journey 
with integrity across all our stakeholder groups, 
including our established community of over 50 
Sustainability Warriors. We have robust plans in 
place to deliver our sustainability targets and 
align to legislation in this area to mitigate risks 
associated with ‘greenwashing’.

The Group has set milestones to ensure that 
we remain on track to meet our 2025 and 2030 
sustainability goals and progress is tracked 
against key environmental initiatives such as 
packaging, emissions and compliance with 
wider environmental regulation. The business 
increasingly uses recycled materials to make 
products more sustainably.

Our sustainability goals are in line with 
established material impacts for a fashion brand 
and align with the United Nations Sustainable 
Development Goals (SDGs).

CURRENT REGULATION
We use a number of reporting, certification, 
verification and assurance mechanisms to 
understand, calculate, manage and publish our 
impacts. Training has been given to relevant 
teams to ensure compliance with the Green 
Claims Code.

EMERGING REGULATION
Superdry has membership of multiple trade 
bodies and collaborative working groups which 
have a focus on environmental and sustainability 
topics, including emerging regulation and 
horizon scanning.

TECHNOLOGY
We have committed to invest in CAPEX over the 
next three years to fully invest in best available 
optimisation technologies, including Building 
Management Systems (BMS) and LED lighting 
in 100% of our stores and main third-party 
warehouses.

We align our strategy closely to our suppliers, 
including requesting all our production partners to:

1.  Certify to ISO 50001 standard (a best 
practice energy management system) 
to reduce their energy consumption; and

2.  Switch to renewable electricity to remove 

carbon intense equipment.

59

Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

Transitional risks:

LEGAL (S, M)
Superdry may face litigation if it 
breaches any climate-related legislation.

MARKET (S, M)
Potential changes in climate 
temperature could have an adverse 
impact on the sales of certain seasonal 
products and linked to reputational 
risk, increasing consumer awareness, 
where consumers become more 
sceptical of brands and their impacts 
on climate change which could 
adversely reduce sales.

LEGAL
We monitor all legal requirements through our 
global Legal team, using periodic external law 
reviews to capture any emerging laws.

Factories must adhere to our global Code of 
Practice and Environmental Policy as defined 
in our Supplier Manual and are audited annually 
to confirm compliance. Each year, factories are 
surveyed to collect data associated with the 
impact they have on climate.

MARKET
We continually review our sales mix so that 
we can adapt to any sustained changes in 
temperature that could impact sales of 
certain seasonal products. The publication of 
our Sustainability Report which articulates our 
strategy, core KPIs and how we are achieving 
our targets, including implementing our net zero 
targets to limit global temperature rise to 1.5°C 
in line with recommendations of the Paris 
Agreement (UN Climate Change Conference).

We publicly demonstrate our environmentally 
sustainable operations where realised, tangible 
and meaningful, in order to mitigate the risk of 
damage to our brand reputation.

MAKE  IT  HAPPEN

‘The brand is transparent around 
strategy, objectives and deliverables, 
has friendly and motivated people where 
autonomy is encouraged, and a relaxed 
work environment can be found. I can be 
myself and people really listen to you 
and respect your ideas.’

Talent Development Advisor
Head Office

60

Superdry plc Annual Report 2023Strategic Report  →  How We Manage Our Risks

Physical risks:

ACUTE PHYSICAL (S, M, L)
Extreme weather events such as 
flooding, hurricanes and landslides 
which pose a risk of disruption to 
upstream logistics networks, our 
supply base and retail buildings.

CHRONIC PHYSICAL (M, L)
Changes in availability of our raw 
materials resulting from changing 
climates (e.g., cotton volumes and 
yields) may reduce with higher 
average air temperature, or lower 
annual rainfall, meaning we have to 
source from further afield, which could 
lead to increased prices, producing 
fewer garments or issues with quality.

ACUTE PHYSICAL
A varied geographic spread of our supply base 
and the introduction of a short-order process 
with our Turkey production partners so that we 
are more agile in the movement of product to 
market, in the event that longer logistics routes 
have been impacted by climate change. The 
frequency and severity of acute physical risk 
is likely to increase due to climate change. One 
such acute physical risk that materialised in the 
year was the earthquake in Turkey. Whilst we 
sought to minimise disruption, a similar event 
in other parts of Turkey in which we operate 
could impact our ability to effectively execute 
our short order process and therefore our levels 
of acute physical risk are elevated in that part of 
the world.

Adopting alternative modes of transport that 
are lower carbon and more resilient, for example 
rail links between the Far East and Europe, and 
Turkey and Belgium, as well as using barges 
on level-controlled canals instead of roads, 
can mitigate this risk.

CHRONIC PHYSICAL
We are mitigating this through our goals to use 
more low-impact materials which require fewer 
resources and are therefore less impacted by 
climate change. This includes:

1.  Moving to fully organic cotton by 2030. We 
have committed to training and converting 
20,000 farmers to use organic farming 
practices by 2025, supporting them on their 
three-year journey to organic certification. 
We are increasing the number of farmers 
we work with directly to help ensure 
continuity of organic cotton supply with 
resilience provided by our organic farming 
practices being geographically dispersed 
between Turkey and India;

2.  Moving all polyester jacket fill to recycled 

polyester; and

3. 

Increasing our use of recycled cotton 
to de-risk any short and medium-term 
risks associated with the supply of 
organic cotton.

Additional mitigation measures (e.g., climate-
related scenario planning) can be found in other 
parts of the Annual Report as signposted in the 
TCFD section (page 30).

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

Julian Dunkerton
Chief Executive Officer

31 August 2023

Shaun Wills
Chief Financial Officer

31 August 2023

61

Superdry plc Annual Report 2023Governance  →  Board of Directors

Board of Directors

We have an experienced Board which works with the Executive Committee to ensure that 
information flows facilitate stakeholder-focused decision-making, and that our governance 
enables Superdry to achieve its strategic goals.

Peter Sjölander
Chair

N

Julian Dunkerton
Executive Director

Shaun Wills
Executive Director

Appointed: 29 April 2021 
Tenure: 2 years 4 months

Appointed: 2 April 2019 
Tenure: 4 years 4 months

Appointed: 26 April 2021 
Tenure: 2 year 4 months

Peter was CEO of Helly Hansen from 
2007 to 2015, where he delivered a 
step change in the performance of 
the brand, driving its transition from 
being a business focused on its local 
Scandinavian markets to a globally 
recognised brand. Earlier in his 
career, Peter spent 13 years at 
Nike in a number of leadership 
roles across marketing, product 
and general management, working 
in the Nordics, Netherlands and 
USA at a time of rapid growth for the 
brand. Following that, Peter joined 
Electrolux where he was responsible 
for brand and product, driving a 
shift from an industrial agenda 
to a consumer-centric one. He is 
currently a Non-Executive Director 
of DometicGroup AB (listed in 
Sweden). He is also a senior 
adviser to Altor Equity Partners 
and EQT Group.

Contribution to the long-term 
success of Superdry
Peter brings international, brand, 
turnaround and digital expertise and 
leadership to the Superdry Board.

Julian co-founded Superdry in 
2003 and went on to build a global 
retail business and brand with a 
reputation for quality, fit, design, and 
value for money. In 2010, Julian led 
the successful float of Superdry on 
the London Stock Exchange at an 
initial value of £400m. In 2015, Julian 
stepped down from his role as Chief 
Executive, returning to Superdry in 
April 2019, and he was appointed 
permanent CEO in December 2020. 
Julian continues to focus on brand 
and design and is an ambassador 
for sustainability.

Contribution to the long-term 
success of Superdry
Julian has huge passion for and 
commitment to the Superdry brand 
and has substantial knowledge of 
Superdry products and markets. 
Julian leads on sustainability.

Shaun joined Superdry in April 2021 
and brings over 30 years’ experience 
gained in a number of household-
name clothing brands and retailers, 
most recently as Finance Director 
of Marks & Spencer’s Clothing and 
Home division. He has operated in 
both fast-growth and turnaround 
situations and is well versed in digital 
transformation and the complexities 
of international expansion. As well as 
having held a number of CFO roles, 
he has also held leadership roles in 
Ecommerce, strategy, merchandising, 
property and logistics, and has 
experience as CEO of a multi-brand 
business. Shaun is a member 
of the Chartered Institute of 
Management Accountants.

Contribution to the long-term 
success of Superdry
Shaun’s significant retail 
and financial experience in 
transformation environments 
provides the Board and the 
Company with strong 
financial leadership.

A R

N

Helen Weir
Independent  
Non-Executive Director

Appointed: 11 July 2019 
Tenure: 4 years 1 month

Helen is the Senior Independent 
Director, Chair of the Nomination 
Committee and a member of 
the Audit and Remuneration 
Committees. She is a Non-Executive 
Director and Chair of Mobico Group 
plc, and a member of the Supervisory 
Board of Koninklijke Ahold 
Delhaize N.V. where she chairs 
the Governance and Nomination 
Committee. Helen has extensive 
experience of both publicly quoted 
companies and retail businesses, 
having been Finance Director of 
Marks & Spencer, John Lewis, Lloyds 
Bank (where she was also CEO of 
the retail bank) and Kingfisher. Her 
previous non-executive roles include 
SABMiller, Royal Mail, and Just Eat. 
Helen is a Fellow of the Chartered 
Institute of Management 
Accountants and was awarded 
a CBE for services to finance 
in the 2008 honours list.

Contribution to the long-term 
success of Superdry
Helen’s extensive financial and retail 
experience, her leadership of the 
Nomination Committee and her 
work with our Global People Director 
and CEO on Board and Executive 
recruitment and succession.

62

Superdry plc Annual Report 2023Governance  →  Board of Directors

A Audit Committee

R Remuneration Committee

N Nomination Committee

Chair of Committee

Jennifer Richardson
Group General Counsel  
and Company Secretary

Appointed: 1 July 2023 
Tenure: 1 month

Jennifer joined Superdry in 
March 2022, having previously 
worked in private practice   
as a commercial solicitor 
representing key brands, and 
in a range of in-house legal and 
project roles at Dyson. She has 
global experience of working 
in retail and manufacturing 
environments, with a focus 
on financial and geographical 
growth. Jennifer also has 
strong commercial experience, 
having successfully set up and 
led global legal teams, as well 
as embedding transformational 
and governance strategies.

Changes during FY23 and 
early FY24
•  Faisal Galaria stepped down 
as an independent NED on   
30 October 2022.

•  Ruth Daniels stepped down 
as Company Secretary on 
30 June 2023.

Election or re-election at AGM

Director

Election

Re-
election

Peter Sjölander

Julian Dunkerton

Shaun Wills

Lysa Hardy

Georgina Harvey

Alastair Miller

Helen Weir

A R N

Lysa Hardy
Independent  
Non-Executive Director

Appointed: 1 May 2023 
Tenure: 3 months

Lysa is a member of our Audit, 
Remuneration and Nomination 
committees and the designated 
Non-Executive Director for colleague 
engagement. Lysa is currently an 
Executive Director at Hotel Chocolat, 
running the retail operation including 
trading & merchandising, marketing, 
creative agency, commercial, 
customer insight, and all sales 
channels. She has over 10 years’ 
experience across CMO and CCO 
roles in retail, including Holland 
& Barrett and Joules. She is also 
Chairwoman and Trustee of 
mental health charity, Herts Schools 
Outreach; co-founder of a start-up 
probiotic skincare business, Beauty 
& Vitality; and is a former Non-
Executive Director of Raven Property 
Group Limited. Lysa is also a Fellow 
of the Marketing Academy.

Contribution to the long-term 
success of Superdry
Lysa brings valuable commercial 
experience across retail trading and 
operations, and digital marketing and 
global business transformation.

Georgina Harvey
Independent  
Non-Executive Director

A R N

Appointed: 29 July 2019 
Tenure: 4 years 1 month

Georgina is Chair of the 
Remuneration Committee and a 
member of both the Nomination and 
Audit Committees. Georgina is an 
experienced non-executive director 
and is a member of the Board of 
Capita plc, where she is also Senior 
Independent Director and Chair of 
the Remuneration Committee, and 
a member of the Board of McColls 
Retail Group plc. Prior to developing 
her portfolio career, Georgina spent 
seven years as Managing Director 
of Regionals at Trinity Mirror, sitting 
on the Executive Committee.

Contribution to the long-term 
success of Superdry
Georgina’s commercial experience 
and specialist knowledge of and 
leadership on remuneration matters 
is a great asset to the Board, as is her 
work with our Global Sourcing and 
Sustainability Director on 
sustainability matters.

A R N

Alastair Miller
Independent  
Non-Executive Director

Appointed: 11 July 2019 
Tenure: 4 years 1 month

Alastair is a Non-Executive Director 
of NewRiver REIT plc, a property 
investment company specialising 
in retail assets, where he is the Senior 
Independent Director and Chairman 
of the Remuneration Committee. 
Alastair was Chief Financial Officer 
at New Look from 2000 until 2014 
and was one of the MBO team who 
helped take the company private 
in 2004 and led a number of 
subsequent refinancings. Previously, 
he was the Group Finance Director 
at RAC, having joined from Price 
Waterhouse where he was a 
management consultant. Prior 
to that he was Finance Director of 
a company within the BTR plc Group. 
Alastair qualified as a Chartered 
Accountant with Deloitte Haskins 
and Sells and holds a BSc 
in Economics.

Contribution to the long-term 
success of Superdry
Alastair’s contribution comes 
from his experience in finance 
and audit, his leadership of the Audit 
Committee and his work with the 
CFO and senior Finance team 
leaders on finance and audit-
related matters.

63

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Chair’s Governance Statement

In early FY24, our General Counsel and Company Secretary, 
Ruth Daniels, stepped down. Ruth has been a valuable 
source of support for the Board and particularly for me, 
as Chair, in ensuring the Board functions efficiently and 
effectively. On behalf of myself and my colleagues, I would 
like to thank Ruth and wish her the very best of luck in her 
next chapter. I am very pleased to report that our previous 
Head of Legal – Commercial, Jennifer Richardson, was 
promoted to General Counsel and Company Secretary on 
1 July 2023. Jennifer’s biographical details can be found 
on page 63.

This Corporate Governance Report includes:

•  Director and officer biographies (pages 62 to 63);
•  Statement of compliance with the UK Corporate 

Governance Code (page 66);

•  Governance framework (page 67);
•  Board activities and discussions and how 

stakeholders were considered in decisions   
(pages 68 to 73); and

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

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

Peter Sjölander
Chair, Superdry plc

31 August 2023

Board independence (excluding the Chair)

Not 
Independent 2

Independent 4

Peter Sjölander
Chair, Superdry plc

Dear Shareholders,
On behalf of the Board of Superdry plc, I am pleased to 
present the Corporate Governance Report for the year ended 
29 April 2023. As mentioned in my statement on page 2, the 
business undertook several strategic actions during the year 
to strengthen our liquidity position, culminating in a very 
busy Q4 FY23. My fellow Directors and I have increased our 
time commitment to support the management team through 
these challenges and have been impressed with the hard 
work and commitment of all Superdry colleagues in 
delivering various cash-generating initiatives to improve the 
Group’s liquidity. I would like to extend a very big thank you, 
on behalf of the Board, to colleagues across the business, 
as well as external advisers who guided us through complex 
corporate transactions, such as the equity raise and Class 1 
transaction in May 2023.

Alongside this work, the Board and Executive Committee 
have committed to a turnaround plan that aims to increase 
efficiencies and enhance the longer-term sustainability 
of the business. Further details of our strategic priorities 
and planning can be found on pages 12 to 13. The challenges 
in the business have continued to drive the need for key 
stakeholder engagement, including with employees through 
our Superdry Voice (colleague engagement forum), as well 
as with suppliers, landlords, wholesale customers, 
consumers, and shareholders.

Leadership changes
During the year, the Board considered the optimal structure 
for the Executive Team to deliver the priorities identified as 
part of our strategic planning process. This resulted in a 
change of responsibilities across the team, as discussed   
in further detail in the Nomination Committee Report 
on page 75.

64

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Governance at a glance

Board meeting attendance FY23 (1 May 2022 – 29 April 2023)
The Board held five scheduled meetings and several unscheduled formal meetings in FY23, as well as weekly liquidity calls during Q4 
FY23. The attendance of Board and Committee members is set out in the table below. The Chair ensures that regular meetings are also 
held between Non-Executive Directors only, without the presence of the Executive Directors.

Board/Committee member
Peter Sjölander
Julian Dunkerton
Shaun Wills
Faisal Galaria*
Georgina Harvey
Alastair Miller
Helen Weir

Member since
29 April 2021
2 April 2019
26 April 2021
29 July 2019
29 July 2019
11 July 2019
11 July 2019

Board
No. of scheduled 
meetings attended
5/5
5/5
5/5
2/2
5/5
5/5
5/5

Audit Committee
No. of scheduled 
meetings attended
N/A
N/A
N/A
N/A
8/8
8/8
8/8

Nomination  
Committee
No. of scheduled   
meetings attended
4/4
N/A
N/A
2/2
4/4
4/4
4/4

Remuneration 
Committee
No. of scheduled 
meetings attended
N/A
N/A
N/A
1/2
4/4
4/4
4/4

Technology 
Committee**
No. of scheduled 
meetings attended
1/1
1/1
1/1
1/1
N/A
N/A
1/1

 * Faisal Galaria stepped down from the Board on 30 October 2022.
**  The Technology Committee was disbanded in May 2022. 

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

Men
Women
Not specified/prefer not to say

Number of Board 
members
4
2
0

Percentage of the 
Board
67%
33%
0

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

White British or other White (including minority-white groups)
Mixed/Multiple ethnic groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say

Directors’ skills matrix

Number of Board 
members
6
0
0
0
0
0

Percentage of the 
Board
100%
0%
0%
0%
0%
0%

Number of senior 
positions on the 
Board (CEO, CFO, 
SID and Chair)
3
1
0

Number of senior 
positions on the 
Board (CEO, CFO, 
SID and Chair)
4
0
0
0
0
0

Number in 
Executive 
management
2
0
0

Percentage of 
executive 
management
33%
0%
0%

Number in 
Executive 
management
2
0
0
0
0
0

Percentage of 
executive 
management
33%
0%
0%
0%
0%
0%

International
experience 
4

Strategy and
transformation 
1, 4

Technology/
Digital/
Ecommerce 
2, 4

Retail/
Consumer/
Commercial 
1, 2, 4

Brand 
1, 2, 3, 4

Financial/
Accounting 
1, 2, 3, 4

Regulatory 
environment/
Listed/
Governance 
1, 2, 3, 4

Supply chain/
Logistics 
3, 4

Sustainability 
1, 3

HR/
People 
4

Risk 
management 
1, 2, 3, 4

Board/Committee 
member
Peter Sjölander
Julian 
Dunkerton
Shaun Wills
Lysa Hardy
Georgina 
Harvey
Alastair Miller
Helen Weir

Key – Link to strategic objectives:
1. 

Inspire through product and style

2.  Engage through social

3.  Lead through sustainability

4.  Make it happen

65

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

UK Corporate Governance Code
The UK Corporate Governance Code 2018 (Code) is 
applicable to Superdry as a premium listed company. 
The Board recognises the value of good corporate 
governance to long-term sustainable success, and 
to demonstrate the effectiveness of the Company’s 
governance frameworks to our stakeholders.

For the year ended 29 April 2023, the Board believes that 
it complied with the principles of the Code in full, and the 
provisions of the Code with the following exceptions:

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

independent Board and Committee review was completed 
at the start of FY23 and reported in our FY22 Annual 
Report and Accounts (see page 90 of that report). 
An internal review of Board, Committee and individual 
directors’ performance, including the Chair, was 
scheduled for March 2023; however, given the focus 
of the business and the Board on steering the Company 
out of its liquidity challenges and the temporary absence 
of the Company Secretary, this was not completed. The 
annual review of the Chair’s performance was conducted 
post-year end and annual reviews of the performance 
of other directors, the Board and Committees will resume 

Compliance with the Code

from FY24. Progress against the Board objectives set last 
year, are outlined in this report on pages 72 to 73, and 
further actions will be taken during FY24 to achieve 
these in full.

•  Provision 13: this provision was partially complied 
with during the year; however, the performance of 
management and individual Executive Directors was 
reviewed by the Non-Executive Directors post year end.

•  Provision 25e: this provision was partially complied with 
since the audit tender process was not conducted in full 
compliance with the provisions of the Companies Act 
2006. Please see the Audit Committee report on page 77 
for further information.

This Report, together with the reports of the Audit, 
Nomination and Remuneration Committees and the other 
statutory disclosures, provides information about our 
governance structures and Code compliance. The table 
below sets out where in this report you can find further 
information about our application of the Code provisions. 
Our full statement of compliance with the Code can be 
found at corporate.superdry.com. The Code can be found 
on the Financial Reporting Council’s website at frc.org.uk.

1

A

B

C

D

E

2

F

G

H

I

3

J

K

L

4

M

N

O

5

P

Q

R

Board leadership and company purpose

Promoting the long-term sustainable success of the Company

Purpose, values and strategy

Resources and controls necessary to meet objectives and measure performance

Effective engagement with stakeholders

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

Division of responsibilities

Role of Chair

Board composition

Role of the Non-Executive Directors

Role of the Company Secretary

Composition, succession and evaluation

Appointments to the Board and succession planning

Balanced Board

Annual evaluation

Audit, risk and internal control

Internal and external auditor

Assessment of Company’s position and prospects

Risk management and internal control

Remuneration

Remuneration policies and practices

Policy on executive remuneration

Remuneration outcomes

66

Page(s)

2-61

2, 4-5, 10-15

2-61

27

44-46

67

62-63, 67

67

67

75

64, 74-76

71, 76

77-84

78

77-84

85-104

89-98

98-104

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Our governance framework

Our governance framework is structured to enable the effective operation and governance of the Group. A description of this 
framework and the division of responsibilities within it, are detailed below.

Board
The Board is collectively responsible for promoting the long-term sustainable success of the Group for all stakeholders. It comprises the 
Chair, CEO, CFO, Senior Independent Director (SID) and three further NEDs. The schedule of matters reserved for the Board can be 
found at corporate.superdry.com.

Board Committees
The Board delegates specific responsibilities to each of its Committees, documented in terms of reference which are reviewed and 
approved by the Board annually. These can be found at corporate.superdry.com. Each Committee is chaired by a different independent 
NED, who each provide verbal updates on committee activities and key decisions at each scheduled Board meeting.

CEO
Key responsibilities 
include:

•  Day-to-day 

management 
of the business;

•  Proposing the 

Group’s strategy 
and objectives;

•  Ensuring the 

implementation   
of Board   
decisions; and

•  Providing regular 
updates to the 
Board on the 
discharge of his 
responsibilities.

Chair
Key responsibilities 
include:

•  Ensuring the 
effectiveness 
of the Board;

•  Promoting high 
standards of 
corporate 
governance;

•  Ensuring Board 
agendas are 
strategically 
focused; and

•  Promoting 

objective and 
constructive 
challenge to 
management.

Senior 
Independent 
Director
Key responsibilities 
include:

•  Providing a 

sounding board 
for the Chair;

•  To lead the Chair’s 

performance 
review; and

•  Serving as an 

intermediary for 
other NEDs and 
shareholders.

Non-Executive 
Directors
Key responsibilities 
include:

Company 
Secretary
Key responsibilities 
include:

•  Providing 

•  Providing advice 

objective and 
constructive 
challenge to 
management;

•  Scrutinise the 

performance of 
management in 
achieving strategic 
objectives; and

•  Providing 

independent 
insight and 
experience   
to the Board.

and support to the 
Chair and Board 
on corporate 
governance 
matters;

•  Ensuring the Board 

has sufficient 
information, time 
and resource to 
make effective 
decisions; and

•  Facilitates internal 
Board performance 
reviews and 
inductions for   
new NEDs.

Executive Committee
Responsibility for the day-to-day running of the Group is delegated to the CEO, who in turn delegates certain responsibilities to 
Executive Committee members relevant to their respective areas of responsibility. Details of our Executive Committee can be found at   
corporate.superdry.com. The Executive Committee is collectively responsible for: developing and implementing the agreed strategy and 
objectives; developing, implementing, and monitoring budgets; reviewing the performance of the senior management team, as well as 
talent development of and succession for the wider workforce; regularly reviewing the organisational structure; monitoring and reviewing 
Group risk; and identifying new business opportunities. The CEO reports formally to the Board at each scheduled meeting and seeks 
Board approvals where necessary, in line with the Delegation of Authority (DoA).

Audit Committee

Chair: Alastair Miller

Nomination Committee

Remuneration Committee

Chair: Helen Weir

Chair: Georgina Harvey

The Committee monitors the integrity   
of Superdry’s financial statements and 
significant financial reporting judgements 
in formal announcements. It also reviews 
the external audit process, internal   
and external audit activity, and the 
effectiveness of internal financial 
controls and the risk management 
processes, including in relation 
to climate-related matters.

Full details of the composition, 
responsibilities and activities of   
the Audit Committee can be found 
on pages 77 to 84.

The Committee leads on Board and 
Executive Team recruitment. It oversees 
diversity and inclusion policies and 
practices across the business to ensure 
the development of a diverse pipeline for 
succession. It considers Board and 
Executive Team performance and 
composition to ensure they remain 
appropriate for the needs of the business.

Full details of the composition, 
responsibilities and activities of the 
Nomination Committee can be found   
on pages 74 to 76.

67

The Committee determines the 
remuneration policy for Directors, and sets 
remuneration for the Chair, Executive 
Directors, and senior management. 
It reviews the design of employee share 
schemes and approves the granting 
of awards to Executive Directors and 
the Executive Team. It also reviews 
remuneration and related policies   
for the wider workforce.

Full details of the composition, 
responsibilities and activities of the 
Remuneration Committee can be   
found on pages 85 to 88.

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Other key operational committees include:

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

processes;

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

culture, and supporting management processes;

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

adverse interruption to the business; and

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

prioritising payments and identifying cash preservation measures.

Each of these are attended by key Executive Committee members, as well as relevant senior leadership group members. 
Our DoA sets out the authorities given to individuals in the business, ensuring that decisions are taken at the right level and 
to reduce business and operational risk. It is regularly reviewed to ensure it remains relevant to our structure and activities, 
with ongoing training and support to ensure it is embedded across the organisation.

Board activities in FY23
The majority of the Board’s discussions and decisions take place at regular, scheduled Board meetings. Board meeting 
agendas are discussed and agreed by the Chair, CEO and CFO with the Company Secretary several weeks in advance of 
each meeting. The agendas contain standing items to ensure that reporting is balanced and consistent including Committee 
updates, CEO report, CFO report (covering management accounts, capital expenditure plans and investor relations updates), 
Legal and Governance, and Health and Safety. Board papers are circulated five working days in advance of meetings to allow 
adequate time for review and preparation. The table below outlines key discussions and activities of the Board throughout 
the financial year.

Strategy
•  Regular progress updates on the key priorities to  
deliver operational transformation and efficiencies 
(the ‘Vital few’);

•  Two dedicated strategy sessions were held with the 
Board and Executive Committee to consider how 
reflective the current strategy was in a changing 
environment and increased liquidity pressures and 
to consider current financial performance to inform 
strategic priorities; and

•  Approved the proposal to appoint Interpath Advisory 
(Interpath) to work with the Board and Executive on 
liquidity challenges, validation of cost-saving initiatives 
and long-term sustainable improvements.

68

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Operational and financial performance
•  Reports from the CEO at each meeting providing 
updates on business performance, technology, 
merchandising, supply inventory, sustainability, 
property, wholesale, stores, ecommerce, design, 
logistics, sourcing, procurement and people;

•  Weekly trading updates outlining trading performance;
•  Reports from the CFO at each meeting providing 

updates on trading, progress against KPIs, investor 
relations, key financial systems and management 
accounts;

•  Reviewed and approved the full and half-year results 
statements and trading updates to the market; and
•  Reviewed and approved the FY23 and FY24 budget.

Executive updates
•  Reviewed a ‘deep dive’ on stock and inventory 

management, to better understand the drivers behind 
high stock volumes and actions to reduce them;
•  Reviewed a ‘deep dive’ on Ecommerce to better 

understand the drivers of online performance and 
actions to improve it;

•  Reviewed plans to ‘reset’ the wholesale function 

to improve performance in this area;

•  Received an update on progress against the Sourcing 

Strategy; and

•  Received updates on progress of the implementation of 

a new merchandising management system, Oracle.

Governance
•  Reviewed and monitored the development of improved 
processes, controls and accountability through internal 
audit reports;

•  Towards the end of FY23, weekly calls were scheduled 
between the Board and management to monitor the 
liquidity position of the Company;

•  Approved updates to the Board Committees’ terms  

of reference; and

Stakeholders
•  Engaged with shareholders and received feedback 
from investor roadshows held throughout the year;
•  The Chair met with key shareholders during the year 
to discuss the Company’s performance and strategic 
direction, as well as significant matters such as the 
equity raise and Class 1 transaction, which both 
completed in Q1 FY24. Their views were fed back 
to and reviewed by the Board.

•  Approved the proposal to appoint RSM UK Audit LLP 

•  Received and considered a presentation on ESG 

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

investors from one of our key brokers;

•  Received updates from colleagues who had volunteered 

as Diversity and Inclusion Champions;

•  Received updates from representatives of the SD Voice 
and the designated NED for colleague engagement on 
key focuses for 2023; and

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

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

69

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Key decisions and s172 stakeholder considerations in FY23
The following key decisions of the Board have significant long-term implications for the Group and its stakeholders. 
At scheduled Board meetings, agenda items that are likely to have a long-term impact on stakeholders are highlighted. 
Templates for Board papers include a stakeholder section to highlight any likely impacts for both internal and external 
stakeholder groups to ensure that all stakeholders are considered as part of the Board decision-making process. Such 
templates also include require key risks and opportunities of all decisions to be made, together with an outline of how such 
decisions are linked to strategic initiatives and priorities. Please refer to page 27 for our s172 Statement which sets out 
our key stakeholders.

Stakeholder considerations:
The Board considered that 
this decision would promote the 
long-term sustainable success 
of the Company and would, 
therefore, impact all 
our stakeholders.

The facility was required to fund 
working capital requirements 
during FY23 and FY24, ensuring 
the Company remained able 
to deliver its strategic and 
operational objectives. 

Stakeholder considerations:
The Board considered that 
the impact of the sale of such 
IP assets would primarily 
impact customers, shareholders, 
colleagues, and suppliers. The 
impact on these stakeholders 
would be the potential creation of 
brand value in a region previously 
unsuccessful for the Company, 
and the opportunity to 
improve liquidity. 

New 
financing 
facility

Decision: In anticipation of the existing finance facility expiring at the 
end of January 2023, the Board approved a new facility of up to £80m.

Background: As reported last year, the Group had an asset-backed 
lending facility of up to £70m which was due to expire at the end of 
January 2023. The seasonal stock buy for retail and wholesale meant 
that, despite projections at that time showing that the business would 
be cash positive during much of FY23 and FY24, a facility would 
be required during the peak working capital cycle, from August to 
early September 2023. The Company was pleased to announce in 
December 2022, that it had secured a new facility with Bantry Bay.

APAC IP 
asset 
disposal/
Class 1

Inspire through product and style;

Link to strategic priorities:
• 
•  Engage through social;
•  Lead through sustainability; and
•  Make it happen.

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

Background: Superdry had previously announced its exit from the 
Chinese market after material losses were incurred and had no plans   
to re-enter the market in the foreseeable future as significant further 
investment would be needed to do this and there was a high risk it 
would not be successful. This was not considered a viable investment 
by the Board.

As part of its strategic planning process, the Board and management 
had committed to exploring opportunities to ease the Company’s 
liquidity pressures and create long-term sustainable success. 
A business case was presented to the Board by management   
for an opportunity to partner with a third party, involving the 
permanent transfer of the relevant IP assets to that partner, and later, 
a manufacturing and supply arrangement. The third-party partner was 
successfully operating in the region and the Board considered that the 
partnership would create brand value. After careful consideration of the 
impact on all stakeholders and extensive legal and broker advice, the 
Board approved the proposal. The Board considered that this decision 
would help to strengthen the Company’s balance sheet, fund its   
ongoing working capital requirements, and provide a valuable 
opportunity to increase brand presence and value in the APAC   
region, for the longer-term.

Link to strategic priorities:
• 
•  Make it happen.

Inspire through product and style; and

70

Superdry plc Annual Report 2023Stakeholder considerations:
The Board considered that the 
equity raise was a necessary step 
for the Company to take, in order 
to tackle immediate liquidity issues. 
Whilst it provided an opportunity 
for existing shareholders to 
increase their holdings, the Board 
recognised the potential dilutive 
impact on their holdings.

The impact of this decision on other 
stakeholders, was also considered 
by the Board. On balance, it 
considered that since the equity 
raise would boost liquidity, this 
would ensure the Company could 
meet its short-term liabilities. 

Board effectiveness
An external Board evaluation was completed in early FY23 
– further details can be found on pages 90 to 91 of our   
FY22 Annual Report. The following pages outline the 
progress made against the objectives set last year. 
As referred to on page 66, an internal review was due 
in March 2023; however, given the focus of the business 
and the Board on steering the Company out of its liquidity 
challenges, and the temporary absence of the Company 
Secretary, this was not completed.

Governance  →  Corporate Governance Report

Equity raise

Decision: To issue new ordinary shares of 5p each in the capital of 
the Company through a placing and retail offer.

Background: In April 2023, the Company withdrew its previous profit 
guidance of ‘broadly breakeven’ for FY23 as a result of continued 
Wholesale underperformance, and slower than expected Retail sales.  
In addition to a suite of initiatives being pursued by the Company to 
strengthen its balance sheet, the Board considered the possibility of   
an equity raise through a placing and retail offer. Whilst cost savings   
of over £35m had been identified by the Company, these would not   
be fully realised until the end of FY24. With the increasing liquidity 
challenges of the Company, the Board agreed to issue new shares   
via a placing and retail offer. Further details can be found on page 186.

Inspire through product and style;

Link to strategic priorities:
• 
•  Engage through social;
•  Lead through sustainability; and
•  Make it happen.

NED independence and time commitments
Our Board consists of four independent NEDs (Georgina 
Harvey, Lysa Hardy, Alastair Miller and Helen Weir), two 
Executive Directors (Julian Dunkerton and Shaun Wills) and 
Chair Peter Sjölander, who was considered by the Board to 
be independent on his appointment on 29 April 2021. The 
independence of the NEDs is reviewed on an annual basis. 
The time commitments and performance of the NEDs are 
also reviewed as part of that process; service contracts 
clearly set out the anticipated time commitments of their 
roles. Further terms ensure that the Chair and NEDs 
continue to meet the requirements of the Code. No NED has 
exceeded the maximum nine-year term of service noted 
in the Code. The Board considers that each of its NEDs 
continues to dedicate sufficient time to their roles and is 
independent. Due to the liquidity challenges faced by the 
Company during the latter part of the financial year, the 
NEDs dedicated significant additional time to their Board 
duties during FY23.

71

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Review of progress and achievements of Board objectives set last year

Topic

Objective

Results

Shifting 
mindset and 
culture

1.  Focus Board time on the most important 

strategic matters.

2.  Continuing to build Board and Executive 

Committee relationships.

3.  Broadening the scope of diversity and 
inclusion initiatives to engage with 
wider communities.

Building the 
Executive 
Committee as 
a team and 
clarifying the 
expectations 
of the Board

Gaining 
strategic 
clarity

Board 
composition 
and diversity

1.  Create an Executive Committee development 
programme which should include setting a 
behavioural code of conduct.

2.  The Executive Committee should also 

consider how it interfaces with and gets the 
best value from the Board. This discussion 
should include:

a.  Feeding back to the Executive Committee 

the outcome of the Board review.

b.  Hosting a discussion about what the 

Executive Committee wants from and 
can expect from the Board.

c.  Making clear on every agenda item 
the purpose and desired outcome.

3.  The Non-Executive Directors should consider 
their role in helping the team to develop.

1.  Collate a full set of outstanding strategic questions.
2.  Fully define the strategic imperatives.
3.  Decide the rhythm and regularity with which 
each strategic imperative should be brought 
back to the Board.

4.  Embed regular checks and reflections to 
ensure the Board is using its time on the 
most important strategic matters.

1.  Consider increasing the size of the Board by 

one or two more Non-Executives.

2.  The Nomination Committee should complete 
a review of the skills matrix of the Board in 
light of the business strategy. Particular areas 
for consideration should be international 
experience, brand and Ecommerce.

3.  Targets for Board diversity should be 

considered in the light of best practice, 
particularly for gender, age, ethnicity 
and LGBT.

72

Strategy sessions were held with the Board 
and Executive Committee throughout the year to 
identify and monitor progress against key strategic 
deliverables. Due to the liquidity challenges the 
Company has faced throughout Q4 FY23, the Board 
and Executive Committee have re-focused the 
strategy to improve liquidity to ensure long-term 
sustainable success.

The Board has dedicated time together outside of 
formal Board meetings, and Board and Executive only 
dinners are held periodically throughout the year.

During FY23, the Board reviewed the diversity, equality 
and inclusion roadmap for the year. Activities included 
those that would increase engagement and dialogue 
with a range of diverse communities. Further information 
can be found in our People Report on page 44. 

Informal events with Executive Committee members 
took place to build relationships and discuss key topics 
to deliver strategic objectives. These were paused 
temporarily during Q4 FY23 to enable management to 
focus on the liquidity challenges but will resume in FY24.

The Company Secretary, CFO and CEO discussed 
the outcome of the FY22 external Board review with 
the Executive Committee and a dedicated session 
with Board and Executive Committee members will 
take place in early FY24 to discuss building on their 
relationships going forwards.

All agenda items clearly outline the purpose and 
cover sheets are required to be provided for all 
Board papers, outlining the desired outcome 
of requests.

NEDs have regular engagement with Executive 
Committee members providing advice and guidance 
on their particular areas of responsibility. 

The strategic priorities of the Company shifted 
during FY23 due to declining performance and the 
associated liquidity challenges described throughout 
this annual report. A strategy session was held in 
early FY24 to reset the strategic priorities, and a plan 
for Board ‘deep dives’ into different strategic topics, 
is being developed.

The Nomination Committee determined that the size 
of the Board was appropriate for the size of the 
Company at present.

The Nomination Committee increased the scope 
of the skills matrix, as can be seen on page 65.

As outlined on pages 75 to 76 of the Nomination Committee 
Report, Board diversity targets are aligned with the 
requirements of the Financial Conduct Authority (FCA). 
Whilst targets for age, LGBT and other diverse 
characteristics have not been set, recruitment 
processes are designed so as to encompass a broader 
range of such characteristics when seeking candidates.

Superdry plc Annual Report 2023Governance  →  Corporate Governance Report

Effectiveness 
of the 
Nomination 
Committee

Effectiveness 
of the 
Company 
Secretary

Effectiveness 
of controls

The Nomination Committee needs to consider 
Board composition/succession and Executive 
Committee succession. This should deliver both 
plans for key person risk as well as longer-term 
plans for Executive succession.

Board and Executive Committee composition 
and succession was reviewed by the Nomination 
Committee during the year. Please see page 75 
for further details.

Ensure the Company Secretary has a role   
which is increasingly educational and facilitative 
of the Executive and Board needs, as well 
as administrative.

This will be progressed during FY24 once a formal 
internal Board and Committee review has taken 
place, and any training and development needs 
are identified.

The Audit Committee should ensure significant 
progress is made in FY23 with the Group’s finance 
transformation project to establish a robust 
control environment. 

The Audit Committee has continued to monitor 
progress of the finance transformation project. 
However, the liquidity challenges of the Company 
unavoidably diverted some focus away from the 
transformation programme. An update on the 
progress made and focus for FY24, can be found 
in the Audit Committee Report on page 77.

Election and re-election of Directors 
and AGM
At the annual general meeting (AGM) Directors will offer 
themselves for election or re-election. We consider the 
Directors offering themselves for election or re-election to 
be effective, committed to their roles and to have sufficient 
time available to perform their duties. For biographical 
details of our Directors, please refer to pages 62 to 63.

Our AGM will take place on Thursday 5 October 2023. 
The notice of the meeting is being sent to shareholders 
and is available at corporate.superdry.com. The Directors 
consider that each of the proposed resolutions in that notice 
are in the best interests of the Group and shareholders. The 
resolutions are put to a poll, rather than a show of hands, to 
ensure that the votes of all shareholders are counted, even if 
they cannot attend in person. Proxy forms allow for three-
way voting. All Board members attend the AGM each year 
save for exceptional circumstances where one or more 
Directors may attend by video conference. Directors are 
available to answer questions during the meeting or to 
discuss matters more informally following the meeting.

Jennifer Richardson
Company Secretary

31 August 2023

Diversity and inclusion
The Board has oversight of diversity and inclusion matters 
but delegates authority to the Nomination Committee to 
consider these. In July 2022, the Nomination Committee 
approved a revised Board Diversity and Inclusion Policy, to 
include enhanced diversity targets introduced by the FCA in 
April 2022. Please see the Nomination Committee Report at 
page 74 for further details.

Risk management and internal control
The Board confirms that there are processes for identifying 
and mitigating risks and a system of internal financial and 
non-financial controls. For a description of our systems for 
risk management, please see How We Manage Our Risks 
on page 47. For further information on our internal control 
framework and the ongoing work to ensure it is robust, 
please see the Audit Committee Report on page 77.

Directors’ conflicts
The Directors are required to avoid a situation in which 
they have, or could have, a direct or indirect conflict with 
the interests of the Company. The Board has established 
a procedure whereby the Directors are required to notify 
the Chair and the General Counsel and Company Secretary 
of all potential new outside interests and actual or perceived 
conflicts of interest that may affect them in their roles as 
Directors of Superdry. All potential conflicts of interest 
are authorised by the Board and changes to the register 
of Directors’ interests are reviewed by the Board at 
scheduled Board meetings.

Directors’ indemnity insurance
The Company maintains Directors’ and Officers’ Liability 
Insurance which provides appropriate cover for any legal 
action brought against our Directors and/or officers. In 
accordance with section 236 of the Companies Act 2006, 
qualifying third-party indemnity provisions are in place for 
all Directors of Group companies, in respect of liabilities 
incurred as a result of their office, as far as is permitted 
by the law.

73

Superdry plc Annual Report 2023Governance  →  Nomination Committee Report

Nomination Committee Report

Nomination Committee Members
Helen Weir (Chair)
Faisal Galaria (stepped down 30 October 2022)
Lysa Hardy (appointed 1 May 2023)
Georgina Harvey
Alastair Miller
Peter Sjölander

The Committee is comprised of independent NEDs, 
and the Chair of the Board. For full details please refer 
to Board biographies on pages 62 and 63.

Nomination Committee meetings 
and attendance
There were five scheduled meetings during FY23,   
and all Committee members attended each meeting, 
except for Lysa Hardy who was appointed to the 
Committee post year end. Please refer to the Board 
and Committee meetings attendance table on page 65 
for full details.

Regular attendees, by invitation, included the CEO, 
Global People Director, the Group General Counsel and 
Company Secretary, Deputy Company Secretary and 
Assistant Company Secretary. The role of secretary was 
performed by the Company Secretary or their nominee. 
A report of the Committee’s activities is given to the 
Board at each of its scheduled meetings.

We were delighted to make the internal appointment of 
Jennifer Richardson, previously Head of Legal – Commercial, 
as Ruth’s replacement from 1 July 2023, and very much look 
forward to working with her.

The following pages of this report outline the key activities 
of the Committee during year.

Helen Weir
Chair, Nomination Committee

31 August 2023

Helen Weir
Chair, Nomination Committee

Dear Shareholders
I am pleased to present the Nomination Committee’s report 
for the financial year ended 29 April 2023. A key focus of 
the Committee was to recruit a new independent NED to 
replace Faisal Galaria, who stepped down from the Board 
on 30 October 2022. I am delighted that we were able to 
appoint Lysa Hardy on 1 May 2023 following a rigorous 
recruitment process. Further details about the recruitment 
and appointment process followed, can be found on page 75 
of this report. Lysa brings with her a wealth of marketing and 
digital experience and is also our new designated NED for 
colleague engagement. I thoroughly enjoyed my time in this 
role, and I am confident that Lysa will find her time with the 
SD Voice invaluable.

During FY23, the Committee reviewed the Executive 
structure to ensure it was appropriate for the priorities 
identified for the year ahead. Given the changing needs 
of the business, a number of changes in responsibility 
were identified which are set out in more detail below. The 
Committee also focused on Executive succession planning 
– please refer to page 75 of this report for further details.

Towards the end of FY23, Ruth Daniels, our General Counsel 
and Company Secretary, indicated that she would like to step 
down from her role, and she left the business on 30 June 
2023. I would like to take this opportunity to thank her 
for her outstanding support to the Board and Committees 
during her time with Superdry.

74

Superdry plc Annual Report 2023Governance  →  Nomination Committee Report

Principal responsibilities
•  Lead on the process for Board and Executive Committee 
appointments, ensuring appointees have the requisite 
skills and experience identified;

•  Regularly review the composition of the Board and 

Executive Committee;

•  Review and monitor diversity and inclusion, including the 
diversity of the Board and its Committees on an annual 
basis, as part of the annual Board evaluation;

•  Keep under review the succession needs of the Board, 

Executive Committee and senior leadership team;

•  Ensure that appropriate procedures are in place to enable 

the nomination, induction, training and evaluation of 
directors and members of the senior leadership team; and

•  Review the time commitments and independence of 
potential and existing NEDs to ensure that they have 
sufficient time to fully discharge their duties.

The Committee’s full terms of reference can be found at 
corporate.superdry.com. For further information on the 
skills, experience and tenure of Board members, please 
refer to the biographies on pages 62 to 63 in the Corporate 
Governance Report.

Board appointments
During the year, the Committee led the recruitment and 
appointment process for a new independent NED, with 
marketing and digital experience. A formal and robust 
process was followed with support from independent 
executive search agency, The Up Group. They provided 
a diverse pool of applicants from which the Committee could 
draw candidates with the skillset and experience required. 
Interviews were conducted by the Committee Chair, who 
is also the Senior Independent Director, and the Chair of the 
Board. Suitable candidates were shortlisted for longer, 
in-depth interviews with the CEO, the General Counsel 
and Company Secretary and the Global People Director.

Preferred candidates were then considered by the 
Committee for recommendation for appointment. The 
Committee carefully considered the skills, experience, 
independence, and time commitments of such candidates 
to ensure they would have sufficient time to fully discharge 
their duties and could provide value in the pursuit of 
achieving the Group’s strategic objectives. The skills, 
experience, independence and time commitments of each 
NED is reviewed by the Committee on an ongoing basis 
to ensure the composition of the Board remains effective. 
The Board was delighted to appoint Lysa Hardy who has 
already made a valuable contribution to the Board in the 
short period since she joined.

The Up Group was the only executive search firm used 
during FY23 and has signed up to the Voluntary Code of 
Conduct for Executive Search Firms. There is no connection 
between the agency and the Group, or with any of the 
directors of Superdry plc or any of its subsidiary companies.

Executive Committee composition
During the year, the Committee also reviewed the composition 
of the Executive Committee. This resulted in some changes 
to the roles and responsibilities, with the CFO taking on 
responsibility for strategy, and the Chief Technology Officer 
reporting directly to the CEO. Later in the year, with the 
departure of the Chief Operating Officer, responsibility for 
the Wholesale business passed to the Retail Director who 
took on a new role as Commercial Director; responsibility 
for merchandising passed to the Sourcing and Sustainability 
Director, and responsibility for Logistics and fulfilment 
passed to the Chief Technology Officer.

The Committee also reviewed the Executive Committee 
succession pipeline, which included a review of the Executive 
and senior leadership structures, skills and development 
opportunities. Potential successors for each Executive 
Committee member were reviewed, and development 
actions agreed to ensure sufficient contingency in case of 
‘emergency’ succession, right through to three years into 
the future. The succession plan will continue to be a focus 
of the Committee during FY24 and beyond.

Additionally, the Committee considered the effectiveness 
of the Executive Committee performance review process 
and agreed a new approach for FY24. During FY24, 
the Committee will continue to review the organisational 
structure of the Company to ensure it remains effective 
and appropriate for the business’ needs.

Board diversity and Inclusion
The Board believes that it is vital to have a fully diverse 
and inclusive Board, comprising Directors with a mix of 
skills, knowledge, experience, backgrounds, genders, ages, 
ethnicities and other characteristics. It is the Board’s strong 
belief that a diverse Board with different perspectives, 
insights and viewpoints, promotes improved decision-
making and ultimately benefits Superdry’s stakeholders 
through a long-term sustainable business.

The Board understands that supporting our workforce 
in a culture of trust and respect is essential to the success 
of Superdry, where colleagues feel valued and rewarded 
for the work they do. The tone for diversity and inclusion 
across the organisation is set from the top and the Board 
believes that having a diverse leadership team and an open 
and inclusive culture form part of Superdry’s core values. 
We believe there is strength in difference.

All appointments to the Board are made on merit against 
a set of objective criteria, in the context of the skills, 
experience, independence and knowledge that the Board 
requires to be effective. Where prospective candidates 
are of equal merit, the Committee will advocate the selection 
of candidates that will increase diversity at Superdry. 
Our gender and ethnicity targets for the Executive 
Committee and senior leadership are set out in the People 
report on page 44. Our commitments on diversity and 
inclusion are driven by the Board’s Diversity and Inclusion 
Policy (see below), which supports a diverse pipeline of 
candidates for Board, Executive and senior leadership 
positions. However, we recognise that there is more to 
be done to improve the diversity at Superdry and this will 
remain on the Committee’s agenda throughout FY24.

75

Superdry plc Annual Report 2023Board and Committee performance
An externally facilitated independent Committee 
performance review was completed at the start of FY23 
and was reported in our FY22 Annual Report and Accounts 
(see page 90 of that report). As outlined in the Corporate 
Governance Report on page 71, an internal review of 
Board and Committee performance was scheduled for 
March 2023; however, given the focus of the business 
and the Board on steering the Company out of its liquidity 
challenges and the temporary absence of the Company 
Secretary, this was not completed. Annual reviews of the 
performance of the Board and Committees will resume   
from FY24.

Governance  →  Nomination Committee Report

As reported last year, the Committee approved a revised 
Board Diversity and Inclusion Policy to align with the FCA’s 
new listing rule, and which also supports our strategic 
objectives, to ‘Lead through sustainability’ and ‘Make it 
happen’. We are pleased to report that we have met two of 
the three diversity targets for Boards of listed companies:

a.  at least 40% of the Board are women – three of our 
seven Board members are women. This target has 
been achieved with the recent appointment of 
Lysa Hardy; and

b.  at least one senior Board position is held by a woman 
– Helen Weir is our Senior Independent Director.

However, the third target – that at least one Board member 
is from a minority ethnic background – has not been met. 
Whilst the Board advocates a fully diverse and inclusive 
Board, and during the recruitment process for a new NED 
the Committee sought to appoint a candidate from a 
minority ethnic background, unfortunately we were not 
able to attract a candidate with the skills and experience 
the Board required. The Board considered the possibility 
of appointing an additional NED and expanding the skills 
requirement in order to increase the opportunity to attract 
candidates from a more ethnically diverse talent pool, but 
given the Company’s financial position and size, felt that this 
would not be appropriate. The Committee will continue 
to review its composition and candidates from ethnic 
minority backgrounds who possess the required skillset, 
will be prioritised in any future Board recruitment.

Full details of our Executive Committee and senior 
leadership team ethnicity and gender diversity targets 
and results can be found in our People report on page 44.

Please also refer to our Gender Pay Gap reporting on   
page 103 and on our website at corporate.superdry.com.

76

Superdry plc Annual Report 2023Governance  →  Audit Committee Report

Audit Committee Report

Audit Committee Members
Alastair Miller (Chair)
Faisal Galaria (stepped down 10 June 2022)
Lysa Hardy (appointed 1 May 2023)
Georgina Harvey
Helen Weir

The Committee is comprised of independent NEDs with 
at least two members considered by the Board to have 
competence in accounting (Alastair Miller and Helen 
Weir), and all members have recent and relevant financial 
experience, alongside significant retail sector expertise. 
For full details please refer to Board biographies on 
pages 62 and 63.

Audit Committee meetings and attendance
There were eight scheduled meetings during FY23, and 
all Committee members attended each meeting, except 
for Lysa Hardy who was appointed to the Committee 
post year end. Please refer to the Board and Committee 
meetings attendance table on page 65 for full details.

Regular attendees, by invitation, included the Chair, 
CEO, CFO, Group Financial Controller, Head of Internal 
Audit and Risk, Senior Internal Audit Manager, Group 
General Counsel and Company Secretary, the Deputy 
Company Secretary and the Assistant Company 
Secretary. The role of secretary was performed by 
the Company Secretary or their nominee. A report of 
the Committee’s activities was provided to the Board 
at each of its scheduled meetings.

Representatives of the external auditor also attended 
each scheduled meeting.

and processes being implemented across the Company and 
this programme will remain a key priority throughout FY24.

Further analysis of the financial performance and cash-
generating activities of the business can be found in the 
CFO Review on pages 18 to 25. The impact of the Company’s 
liquidity issues is described in How We Manage Our Risks, 
on pages 47 to 61.

The Audit Committee was also tasked with completing an 
external auditor tender process, due to the resignation of 
Deloitte on 11 October 2022. We were pleased to recommend 
that the Board appoint RSM as external auditor, which was 
approved on 21 November 2022, under the casual vacancy 
provisions of the Companies Act (s489(3)(c)). Further 
details on the tender process and external audit 
appointment can be found on page 84 of this report.

Finally, I would like to take this opportunity to thank my 
fellow Committee members and Superdry colleagues for 
their hard work and commitment to completing this year’s 
audit, against a backdrop of other time-consuming activities 
that coincided with the end-of-year process.

Alastair Miller
Chair, Audit Committee

31 August 2023

77

Alastair Miller
Chair, Audit Committee

Dear Shareholders
I am pleased to present the Audit Committee’s report 
for the financial year ended 29 April 2023. The Committee 
continued to contribute to the Board’s oversight, monitoring 
and challenge of the Group’s financial reporting, risk 
management, internal audit, internal controls, tax and 
treasury functions and procedures. This report outlines 
the activities of the Committee in FY23 and how it has 
discharged its responsibilities. The complete terms of 
reference for the Audit Committee were revised and 
updated by the Committee during FY23 and can be   
found at corporate.superdry.com.

As widely reported, the economic environment 
remained challenging during FY23 and a key priority for 
the Committee was to continue to monitor cash flows and 
ensure that the liquidity requirements of the Group were 
adequately provided for. We were, therefore, pleased to 
secure a revised asset-backed lending facility with Bantry 
Bay Capital Limited (Bantry Bay) in December 2022.

Whilst we saw an improvement in Retail and Ecommerce 
sales during Autumn/Winter 2022, the trading environment 
became much more challenging during early 2023. As 
referenced earlier in this report, the resulting impact on 
sales, coupled with the underperformance in our Wholesale 
business, resulted in the Company facing significant liquidity 
challenges towards the end of the financial year. The Board 
agreed to several cash-generating initiatives (please see 
page 24 for more information) which unavoidably diverted 
some focus away from the transformation programme 
established during FY22 to improve internal financial 
controls (see page 83 of our FY22 Annual Report and 
Accounts). Nonetheless, thanks to the dedication of our 
colleagues, progress has been made during FY23 as 
detailed in the ‘Review of the Effectiveness of Internal 
Controls’ section on pages 82 to 83. The improvement 
in internal controls is now tangible and has unearthed some 
historic issues, mainly around the recoverability of third-
party Ecommerce debtors which has been overstated in 
previous years, and has led to a prior-year adjustment 
as detailed on page 21 and in Note 37 of the Financial 
Statements. There are still further improvements to controls 

Superdry plc Annual Report 2023Governance  →  Audit Committee Report

Role and responsibilities
The Audit Committee:
•  Monitors the integrity of the Group’s annual financial 

statements, the half-year report and any formal 
announcements relating to the Group’s financial 
performance, including reviewing significant financial 
reporting judgements. The Committee receives regular 
reports from the Group’s external auditor;

•  Reviews and challenges significant accounting 

policies, whether the Group has followed appropriate 
accounting standards and the clarity and completeness 
of financial disclosures;

•  Reviews information in the financial statements relating 

to risk management and audit and keeps under review the 
effectiveness of the internal audit function, the systems of 
internal controls and the frameworks for risk management. 
The Committee provides oversight of the Group’s Risk 
Committee. The Committee ensures that the Group’s 
internal audit function is adequately resourced;

•  Provides advice, when requested by the Board, 
on whether the Annual Report, taken as a whole, 
is fair, balanced and understandable and provides 
the information necessary for shareholders to assess 
the Group’s financial position and performance, business 
model and strategy;

•  Conducts the external audit tender process and makes 
recommendations to the Board about appointment, 
re-appointment or removal of the external auditor, and 
approves their remuneration and terms of engagement;

•  Reviews and monitors the independence of the external 

auditor and the objectivity and effectiveness of the external 
audit process and the audit plan. The Committee ensures 
that the provision of non-audit services by the external 
auditor does not impair its independence or objectivity. 
The Committee recommends the appointment of the 
external auditor to the Board;

•  Reviews the Group’s whistleblowing arrangements 

on an annual basis; and

•  Reports to the Board on how it has discharged its 

responsibilities.

The Committee’s full terms of reference can be found 
at corporate.superdry.com.

Committee areas of focus during FY23
Financial reporting
During the year, the Audit Committee met with management 
and the external auditor as part of the annual and half-yearly 
reporting approval process. The Committee reviewed and 
evaluated the appropriateness of the full-year and half-year 
financial statements with management and considered 
relevant supporting papers. The full-year financial results 
were reviewed with the external auditor. The half-year 
results were reviewed by RSM under an Agreed-Upon 
Procedures engagement at the Committee’s request.   

At the request of the Board, the Committee considered 
whether the Annual Report and Accounts, taken as a whole, 
were fair, balanced and understandable and whether they 
provided the information necessary for shareholders to 
assess the Group’s financial position and performance, 
business model and strategy. The Committee concluded 
that the Annual Report and Accounts, taken as a whole, 
were fair, balanced and understandable and provided the 
information necessary for shareholders to assess the 
Group’s financial position and performance, business 
model and strategy.

The Committee reviewed the critical accounting policies, 
assumptions and estimates, including information presented 
by management on key accounting judgements, concluding 
that those estimates, assumptions and judgements 
were reasonable based on the information available. 
The Committee considered the presentation and disclosure 
of material judgements to ensure adequacy, clarity and 
completeness. The Committee also reviewed the going 
concern, including the material uncertainty, and viability 
of the Group over the longer term, as part of its assessment 
of the Group’s risk.

Further improvements in the internal controls and period-
end closure processes have unearthed a historical issue 
around the way that we have accounted for the trading 
relationship with our third-party Ecommerce partners, 
resulting in certain charges not being recognised correctly 
and a subsequent overstatement of the recoverability 
of these debtors. A full investigation has been undertaken 
and the Committee, in consultation with our external auditor, 
has agreed that a prior year adjustment is the appropriate 
way of dealing with this misstatement. Please see Note 37 
of the Financial Statements for further detail.

Key judgements and estimates
Fixed asset impairment

Following impairment to the Group’s property, plant and 
equipment (PPE) and right-of-use assets of the store cash 
generating units (CGUs) in preceding financial years, 
a further impairment review is performed on an annual basis 
in order to determine the recoverable amount of each store 
CGU. The carrying value of the store CGUs is adjusted to the 
recoverable amount accordingly. The impairment review 
is based upon the Group’s medium-term financial plan which 
is prepared on a ‘top down’ basis and is then attributed to 
individual stores based on their historic performance relative 
to the rest of the store estate. The Committee considered 
management’s approach to the impairment review, the 
medium-term financial plan and the overall methodology, 
and challenged the projected cash flows, long-term growth 
rates, and discount rates used. The Committee considered 
the wider trading environment, including the impact of 
inflation on both input costs and the squeeze on consumer 
spending, as well as the slower than expected recovery 
of footfall following the Covid-19 pandemic. The Committee 
was satisfied that the medium-term financial plan 
appropriately reflected the external challenges 
currently faced by Superdry.

78

Superdry plc Annual Report 2023Governance  →  Audit Committee Report

Inventory

IFRS 16 – Leases

The inventory balance is recognised net of an overall provision 
of £3.8m (FY22: £6.1m). The inventory provision consists of 
£2.1m (FY22: £2.2m) for aged and faulty stock and a £1.7m 
(FY22: £3.9m) provision for specific excess inventory related 
to the Spring/Summer and Autumn/Winter 2020 seasons 
that primarily resulted from the Covid-19 pandemic.

This additional specific provision for Spring/Summer and 
Autumn/Winter 20 stock mainly relates to slow-moving 
product that is forecast to be sold at a loss through various 
clearance channels. Additionally, £0.3m (FY22: £2.1m) 
is recognised in relation to high-end Autumn/Winter 
20 concept product, which initially experienced very low 
sell-through rates. The reduction in the specific provision 
versus FY22 reflects better than expected sell through in 
FY23, particularly of the high-end Autumn/Winter concept 
product. We continue to hold the provision due to the ageing 
nature of the stock and expected declining sell-through.

The Committee reviewed the methodology and assumptions 
used by management to determine the total stock provisions 
required at the end of FY23.

The inventory balance comprises inventory stated at 
standard purchase cost, adjusted for actual cost variances. 
All cost variances are released to the profit and loss account 
in line with the sales profile of the stock sold. The Committee 
reviewed the methodology and assumptions used by 
management to determine the variances charged to profit 
and loss for FY23 and the remaining variances included in 
FY23 year-end stock values.

Debtors and bad debt provisioning

The bad debt provision of £6.0m (2022: £4.7m) includes 
both a specific provision and an expected credit loss 
(ECL) provision, calculated in accordance with IFRS 9. 
The specific provision of £4.2m (2022: £3.2m) is calculated 
by conducting an individual assessment of all debtor 
balances. As per IFRS 9, the individual circumstances of 
each debtor are subject to consideration. The ECL provision 
of £1.8m (2022: £1.5m) is calculated for the aggregated 
remaining debtors profiled by country and based on the 
Group’s historic loss experience, together with forward 
looking information. The Committee reviewed the debtor 
summary, ageing profiles and the provisions for bad debts 
to ensure they remained appropriate, taking account of 
performance in the year against last year’s provision and 
cash collections post year end. The specific provision was 
made for balances assessed as being uncollectable on 
a customer-by-customer basis, having regard to available 
credit insurance and any security held by the Group. The 
Committee was satisfied with the level of provision, given 
both the profile of the year-end debtor book, the Group’s 
historic loss experience and the future economic outlook.

The calculations required for IFRS 16 – Leases require 
certain key assumptions for leases that fall within the 
scope of the standard. The Committee reviewed the 
key assumptions made by the Company, which included: 
the assessment of the lease term commitment for leases 
with potential break clauses; the treatment of any lease 
modification from extension agreements; and the use of 
the portfolio approach by country or region to determine the 
appropriate incremental borrowing rate (IBR). Using these 
assumptions for lease modifications and renegotiations, 
the Group recognised a credit of £11.1m in other gains 
(2022: £16.8m).

The Group has continued to adopt the practical 
expedient for Covid-19 related rent concessions for 
any rent modifications or renegotiations meeting the 
recognition criteria, which allowed the Group to recognise 
rent concessions within profit or loss rather than treat them 
as a lease modification. This relief ceased at the end of 
June 2022, with the related credit to profit or loss in FY23 
of £0.7m (2022: £3.7m).

The Group also continues to recognise an onerous 
contract liability for the service charges element of the 
rental contracts, which is outside the scope of the standard.

Deferred taxation methodology

Based on the updated Financial Reporting Council’s (FRC) 
guidance on recognition of deferred tax under IAS 12, we 
have revised downward the forecast period for taxable 
profits against which measure our deferred tax assets. 
Deferred tax assets are now only recognised to the extent 
that there are deferred tax liabilities against which they may 
be offset.

Going concern and viability

The Committee reviewed and challenged management’s 
review of going concern and viability for the Group, with 
focus on the Budget and medium-term plan for the Group. 
The Committee challenged the key assumptions made 
within the plans, including the impact of the cost-of-living 
crisis, the ability to deliver the required brand reset and 
drive the revenue targets, as well as deliver the initiatives to 
realise the embedded cost saving. The Committee reviewed 
the cash flows for the medium-term plan against the existing 
funding facilities and assessed management’s proposed 
funding across the plan. As a result of the market 
uncertainties and the significant activity required to 
deliver the medium-term plan cash flows, the Committee 
confirmed management’s conclusion that there exists 
material uncertainty related to the ability of the Group 
to operate within existing committed facilities throughout 
the medium-term plan.

79

Superdry plc Annual Report 2023Governance  →  Audit Committee Report

Onerous property-related contract provisions

An onerous property related contracts provision is 
recognised when the Group believes that the unavoidable 
costs of meeting or exiting a property related obligation 
exceeds the benefits expected to be received under the 
lease. The calculation of the net present value of future 
cash flows is based on key assumptions for growth rates, 
expected changes to future cash flows and discount rates. 
The Committee reviewed the basis for the key judgements 
used in the calculations.

Superdry plc’s investment in subsidiaries

The Committee considered the recoverability of the 
intercompany receivables and carrying value of investments 
in its subsidiaries. The key assumptions reviewed relate to 
the calculation of net present values of the cash flows for 
each of the Group’s subsidiaries, which include the medium-
term plan, the allocation of cash flows by entity, long-term 
growth rates used and discount rates. The Committee 
considered the sensitivity impact of changes in assumptions 
and potential additional impairment if performance is 
adverse to forecast.

Net investment in foreign operations

Foreign exchange gains and losses on intra-group balances 
are recognised in profit and loss, except were the intra-
group balance forms part of the net investment in a foreign 
operation. During the year, Superdry management have 
redesignated the intercompany loan balances between the 
UK entities and US entities as a net investment in foreign 
operations, due to the change in the scale of the operations 
in the US. The Committee reviewed the likelihood that the 
loans will be repaid in the foreseeable future and agreed 
with management’s decision to redesignate the balances 
as a net investment.

Adjusting items

Adjusted operating profit and margin are measures 
which seek to reflect the performance of the Group that 
will contribute to long-term sustainable profitable growth. 
The Directors focus on the trends in adjusted operating 
profit and margins and they are key internal management 
metrics in assessing the Group’s performance. The Committee 
reviewed the items classified as adjusting items in the Group 
financial statements and agreed the proposed presentation.

Other matters
Prior year adjustment
As part of management’s ongoing balance sheet control 
improvements, a number of material adjustments were 
identified which impact both this year and prior years. In 
respect of the prior financial year, the Company presented 
an adjustment to write-down the balance recoverable from 
our debtors and also established a required adjustment 
to the impairment provision and associated release, 
primarily on disposal of stores. The Committee reviewed 
the proposed prior year adjustments and assessed the 
associated disclosures within the Annual Report for clarity.

Five-year plan
The Committee reviewed the updated medium-term 
planning assumptions used in the going concern and viability 

considerations as well as in the calculations for impairment 
and assessments of recoverability of deferred tax assets. 
Although there remains a high level of uncertainty as 
a result of the current macroeconomic outlook and 
business performance, the Committee’s analysis 
supports the plan adopted.

Internal controls framework review
A control deficiency remediation project continued during 
the year. Whilst some progress has been made over the last 
two years, other priorities for the Finance team have meant 
that progress has been slower than desired. The exercise 
has also identified further weaknesses, specifically legacy 
issues associated with our stock and accounting systems 
which have been fully investigated and are in the process 
of being resolved.

The Committee continues to be regularly updated on the 
progress of the remediation project and recognises that 
there are still improvements to be made going forward. 
It remains a top priority for both the Committee and 
management team to deliver further significant progress 
through FY24, and this matter is discussed further in the 
‘Review of the effectiveness of internal controls’.

Asset-backed lending agreement
The previous asset-backed lending (ABL) facility with 
banking partners HSBC and BNPP, expired at the end 
of January 2023. A new ABL facility has been agreed 
with Bantry Bay, with a lending limit of £80m, subject to 
restrictions. A further secondary lending facility of up to 
£25m has subsequently been agreed with Hilco Capital 
Limited to enable the Group to access the full initial £80m 
for its working capital cycle. The Committee has reviewed 
the governance and controls surrounding the operation of 
the ABL facilities, concluding that those arrangements were 
working to the standards required and provide the required 
liquidity for the Group.

Monitoring cash and liquidity
Since the new lending agreement was secured, the 
Committee has closely monitored the Group’s liquidity 
position. Weekly Board calls were introduced in the second 
half of the financial year to review cash flow forecasts, 
weekly spend patterns and other cash-generating initiatives 
such as the sale of Intellectual Property assets in much of 
the APAC region, the completion of an equity raise and the 
commencement of a significant cost-cutting programme. 
These were performed in conjunction with external experts 
who advised the Board throughout the process.

Oversight of system implementations and  
month-end process
The Audit Committee closely monitored actions taken by 
management to improve the month-end close, including the 
implementation of software to assist the ‘procure to pay’ 
process (SoftCo) and enhance month end balance sheet 
reconciliations (Blackline). The Committee continues to 
review regular updates on the adoption of these systems 
and the impact on the balance sheet of the Group at each 
month end.

80

Superdry plc Annual Report 2023Governance  →  Audit Committee Report

Principal activities of the Committee
The Committee has an annual calendar of business which is designed to ensure it discharges its responsibilities over the 
course of each reporting year. The table below shows the business considered by the Committee during FY23 and early FY24.

Financial reporting
•  Regularly assessed areas of significant judgement and 

estimates in relation to the consolidated financial statements;

•  Reviewed this Annual Report and FY23 interim 

financial statements;

•  Considered the appropriateness of management’s 

assessment of going concern and the viability statement;

•  Reviewed the Treasury Policy and treasury 

arrangements; and

•  Reviewed the tax strategy.

External audit
•  Conducted an external auditor tender process and 
recommended an external auditor for appointment   
by the Board;

•  Reviewed timetables and plans for the external 

audit process;

•  Assessed auditor effectiveness and independence;
•  Reviewed audit findings and challenged management on 

the actions to address these; and

•  Approved the Non-Audit Services Policy and fees.

Internal control, risk management and internal audit
•  Reviewed the effectiveness of risk management across the 

Other matters
•  Reviewed progress on refinancing options for 

business and conducted an annual review of the Risk 
Management Policy;

•  Reviewed the principal risks and uncertainties;
•  Received risk management updates and Risk 

Committee minutes;

•  Approved the internal audit plan and reviewed internal 

audit reports;

•  Received progress updates in relation to the strengthening of 
internal financial controls (please see pages 82 to 83 to read 
more about this);

•  Received progress updates relating to internal audits and 

outstanding actions;

•  Considered the potential for fraud;
•  Received updates on changes to the audit, reporting and 

corporate governance reform; and

•  Carried out an annual assessment of fraud-related risk.

the business;

•  Reviewed whistleblowing line arrangements 
and the analysis of calls made to Safecall 
(independent whistleblowing line) and reviewed 
the Whistleblowing Policy;

•  Received ethical audit compliance updates in relation 

to supplier factories;

•  Reviewed the Modern Slavery Statement for 

recommendation to the Board;

•  Reviewed anti-bribery and corruption arrangements 
including the Anti-Bribery and Corruption Policy and 
the gifts and hospitality register;

•  Received updates on the finance transformation 

programme and monitored progress; and

•  Reviewed the Committee’s terms of reference.

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Superdry plc Annual Report 2023Governance  →  Audit Committee Report

Committee performance
An externally facilitated independent Committee 
performance review was completed at the start of FY23 
and was reported in our FY22 Annual Report and Accounts 
(see page 90 of that report). As outlined in the Corporate 
Governance Report on page 71, an internal review of 
Board and Committee performance was scheduled for 
March 2023; however, given the focus of the business 
and the Board on steering the Company out of its liquidity 
challenges and also the temporary absence of the Company 
Secretary, this was not completed. Annual reviews of the 
performance of the Board and Committees will resume 
from FY24.

Committee areas of focus for FY24
The Committee’s main areas of focus for FY24 will be to 
monitor cash flows and to ensure that the Group’s liquidity 
needs can be met in light of the ongoing uncertain global 
trading environment. The Committee will also continue to 
focus on the improvement of internal financial controls as 
we move towards the forthcoming corporate governance 
and audit reform. Embedding of enhanced period-end 
close processes and an improvement in the year-end 
audit process with our new auditor will also be a priority. 
The execution of the FY24 Internal Audit plan, approved 
on 20 March 2023, will also be an area of focus for the 
Committee. The Committee will also continue to oversee the 
embedding and enhancement of Superdry’s TCFD reporting.

The Audit Committee will be regularly updated on the 
progress made in FY24. Particular areas of focus for the 
Audit Committee will include:

•  Ensuring that a robust period-end close process 

is maintained;

•  Regularly reviewing the strength and depth of the finance 

team, given the resourcing issues faced in FY23;

•  Oversight of the system implementation as part of the 

ongoing finance transformation plan;

•  Actions taken to address the control observations raised 

by internal and external audit; and

•  Progress with being able to comply with the forthcoming 

corporate governance and audit reforms and 
management’s response to the results of the quarterly 
ICQ questionnaire.

Internal Audit
The Group’s internal audit plan is developed by the Head of 
Internal Audit and Risk supported by a Senior Internal Audit 
Manager. The plan is agreed with the Audit Committee for 
each financial year.

During FY23, internal audits have been carried out in the 
following areas: stock variance accounts, Task Force on 
Climate-related Financial Disclosures (TCFD), delegation 
of authority and Blackline – the newly implemented 
reconciliation system for balance sheet accounts. An 
independent review was also conducted to assess the 
business’ ability to respond to a significant cyber-attack 

against its website during peak trading. Internal Audit also 
performed investigations into the root cause of issues 
relating to erroneous refunds and the availability of our 
till systems in several of our EU stores.

Detailed reports containing the findings and recommendations 
of internal audits are presented to the Executive Committee 
and Audit Committee along with remediation plans, where 
necessary. Remediation actions are communicated to 
business owners and are monitored and actively followed 
up by the Internal Audit team through to completion within 
agreed timescales. Where appropriate, members of the 
Executive Committee have been asked to attend Audit 
Committee meetings to provide updates on the implementation 
of remediation plans. The Audit Committee believes the 
Internal Audit function to have been effective during FY23.

The Internal Audit function has also played a significant 
role in preparing the Group for the forthcoming audit and 
corporate governance reform.

The internal audit plan is subject to ongoing review 
during the year, so that it is sufficiently agile to adapt to 
changing risk profiles of the business and to react to events 
where necessary.

The internal audit plan for FY24 will include auditing the 
implementation of changes to the control environment as 
part of the ongoing finance transformation project. In light 
of the underperformance of the Group’s Wholesale channel, 
controls associated with the commercial arrangements with 
our partners will be assessed. Focus will also be given to 
auditing key components of the internal control framework 
prior to the forthcoming audit and corporate governance 
reforms becoming effective.

Review of the effectiveness of  
internal controls
Background
During FY20, a number of accounting and control issues 
were identified by both internal audit and the previous 
external auditor (Deloitte), including matters relating to 
management review controls, balance sheet reconciliations, 
transactional processing controls and deficiencies in general 
IT controls. Despite a remediation plan being implemented 
in FY21, areas for improvement continued to be identified 
during auditing processes in FY21 and FY22. During FY22, 
significant control issues were identified in the accounts 
payable and inventory business processes (specifically 
inventory cost variance accounting). These issues have 
been exacerbated by high employee turnover within the 
Finance team resulting in the loss of knowledge of the 
Group’s processes in these areas which, in lieu of effective 
systems, is essential for the adequate maintenance of 
controls. As a consequence, further work was required, 
including additional detailed transactional testing and 
delayed results announcements to ensure there was 
sufficient time for both management and the external 
auditor to complete the required work.

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Superdry plc Annual Report 2023Governance  →  Audit Committee Report

Current position – effectiveness of the Group’s 
controls in FY23
During the year, specific activities have been undertaken to 
improve and assess the internal control framework, which 
has enabled the evaluation of the effectiveness of the 
Group’s internal controls across all material controls.

In addition to the full year end external audit, an interim 
audit for period 9 was undertaken. This provided an early 
opportunity to fully review and reconcile the Group balance 
sheet highlighting any issues ahead of year end. This has 
been facilitated by system implementation and enhancement, 
and provided the new auditor with an opportunity to assess 
control improvements as part of the ongoing financial 
transformation plan.

A number of new systems have been implemented to 
aid improvements in reporting and control. Blackline, a 
widely-used reconciliation tool, was implemented to provide 
automation, visibility, standardisation and improved control 
of the balance sheet accounts within the general ledger. 
SoftCo, a new AP automation system, introduced a 
purchase order process into the business for the first time, 
designed to comply with the Group’s Delegation of Authority 
policy. SoftCo has dramatically improved internal controls 
around the purchase of goods, including a ‘No PO, No Pay’ 
policy for many non-stock suppliers. Further to these new 
systems, the Group’s existing accounting system, CODA, 
has been upgraded to provide improved interfaces and 
security, particularly to support the faster and more 
effective closing of ledgers at month end.

Given the issues previously identified with inventory, a project 
team with Executive sponsorship sought to investigate and 
resolve legacy interface issues between the core stock 
systems and the accounting system. Whilst significant 
progress has been made in resolving these interface issues, 
there is still work ongoing and will remain a key focus for 
both Finance and IT teams during the course of FY24.

Other non-systemic actions taken to improve the control 
environment in finance include:

•  The recruitment of additional resource to address the 

key issues previously identified and to ensure successful 
systems implementation;

•  The development of process notes to ensure the 

consistent application of controls across Finance   
that will aid new colleagues to maintain standards 
immediately; and

•  The development of additional policies to underpin 

the new systems implementations. Existing policies for 
existing key accounting areas are also being reviewed.

During the year, Internal Audit assessed the above systems 
implementations as well as reviewing other initiatives 
including the Delegation of Authority policy.

The Group’s Internal Control Framework (ICF) has been 
developed to identify and assess key areas of financial, 
operational and compliance risk and amend documented 
controls, where necessary, to reflect evolving business 
operations, system implementation and reporting processes 

such as quarterly results against the budget for each 
of the Group’s companies, to facilitate the production of 
the consolidated financial statements. Workshops have 
been held with key stakeholders to review and amend 
documented controls to reflect evolving business operations 
and system implementation. As part of the quarterly 
self-assessment of internal controls, control owners are 
required to submit evidence to support their conclusions. 
Internal control dashboards are now reviewed with members 
of the Executive on a quarterly basis to discuss completion 
rates, level of evidence submitted, and areas of non-
compliance, with a consolidated summary presented 
to Audit Committee. Results show that there remain 
control deficiencies that need to be addressed.

Finance Transformation Plan and future actions
Based on the evaluation above, the Board has concluded 
that further work is needed to improve the effectiveness 
of the Group’s internal controls. The ongoing finance 
transformation plan (the ‘Plan’) continues to be implemented 
in order to address control deficiencies, with a framework 
for the improvements required across the Group, focusing 
on the four pillars of people, processes, policies and 
systems. The Group plans to continue with further system 
enhancements and in particular, will continue to embed 
and enhance the operational effectiveness of systems 
implemented during FY23. Enduring solutions to address 
the legacy interface issues between our core stock 
systems and the accounting systems is also a priority.

The Group is preparing for the forthcoming UK Corporate 
governance and audit reform. As part of this, the scope of 
the current internal control framework is being extended 
with additional levels of assurance to be provided.

Whistleblowing arrangements
The Group has a Whistleblowing Policy and an 
independent, externally facilitated whistleblowing line is 
in operation (Safecall). The Committee reviewed Superdry’s 
whistleblowing arrangements in July 2022 and July 2023 
and found them to be operating in accordance with 
expectations. The Whistleblowing Policy is reviewed on an 
annual basis by the Committee. The Committee is satisfied 
that colleagues continue to have the opportunity to raise 
concerns in confidence about possible fraudulent activity 
or unethical behaviour. The Committee is also satisfied 
that arrangements are in place for the full investigation and 
escalation of matters reported to the whistleblowing line. 
The Committee received a detailed analysis of the calls 
received by the whistleblowing line in FY23 and there 
were no instances of reported fraud.

Anti-bribery and corruption
Controls are in place to ensure ongoing compliance with 
the Bribery Act 2010. The Committee reviews, on an annual 
basis, a report of the Group’s corporate gift and hospitality 
register, which includes gifts and hospitality given and 
received by colleagues from external business relationships, 
above an agreed threshold. The Group’s Anti-Bribery and 
Corruption Policy was reviewed in July 2022 and 2023.

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Superdry plc Annual Report 2023Governance  →  Audit Committee Report

External auditor
The Committee oversees the external auditor by reviewing, 
challenging and approving the audit plan and ensuring that 
it is consistent with the scope of the audit engagement. 
The Committee also meets regularly with the external 
auditor, both with and without management present.

During FY23, the Committee became aware of Deloitte 
LLP’s (Deloitte) intention to step down as the Company’s 
external auditor and oversaw a tender process to appoint 
a new external auditor. RSM UK Audit LLP (RSM) was 
appointed by the Board as the Company’s external auditor 
on 21 November 2022 under s489(3)(c) of the Companies 
Act 2006 (to fill a casual vacancy).

However, the Company was unable to complete a tender 
process that fully complied with s489A(5) of the Companies 
Act 2006. Whilst a number of audit firms were invited to 
participate in the process, some were unable to due to 
exceeding the threshold for the provision of non-audit 
services to the Group and others withdrew part-way 
through due to resourcing issues. Therefore, in order to 
protect shareholders’ interests and the timely completion 
of the FY23 audit, the Board appointed RSM, on the 
recommendation of the Audit Committee, and has been 
pleased with their work on the year-end audit. We are 
currently liaising with Companies House to seek a deferral 
of requirement to complete another tender process and 
will be seeking shareholder approval to re-appoint RSM 
as the Company’s external auditor at the 2023 AGM.

Audit effectiveness
The effectiveness of the FY22 external auditor, was 
undertaken on an ongoing basis during the year by 
Committee members, the CFO, and the internal Finance 
team. Such review considered Deloitte’s audit plan, and the 
appropriateness of the proposed scope, areas of focus for 
the audit, and their assessment of key risks, as well as the 
Committee’s own interactions with the external auditor 
during private sessions after each Committee meeting. 
Committee members also considered feedback from the 
CFO and key members of the internal Finance team as to 
the professional scepticism and challenge on significant 
areas of the audit, such as inventory and internal controls. 
The review concluded that Deloitte had effectively executed 
the audit.

This approach has been followed during the course of 
the FY23 audit in relation to RSM, and will continue until 
completion of the audit. The Committee will then undertake 
a more formal review of effectiveness of the audit as whole.

Supervision and scope of external audit
The Committee oversees the external auditor by reviewing, 
challenging and approving the audit plan and ensuring that 
it is consistent with the scope of the audit engagement. The 
Committee meets regularly with the external auditors, both 
with and without management present. During the review of 
the audit plan, the Committee discussed and agreed those 
financial statement risk areas identified by the auditor that 
required additional audit emphasis, such as going concern 
and viability, inventory provision, impairment of store assets 

84

and onerous lease contracts, impairment of investment in 
subsidiaries and expected credit losses on intercompany 
loans, and deferred tax asset recoverability. The Independent 
Auditor’s report on pages 109 to 124 provides a full 
explanation of the scope of the audit, concept of 
materiality and key accounting and reporting judgements.

Independence and objectivity
Auditor independence is assessed by the Committee 
which considers the external auditor’s confirmation 
of their independence and monitors the nature and value 
of non-audit services provided in line with the Group’s 
Non-Audit Services Policy. This policy reflects the 
recommendations set out in the Financial Reporting 
Council’s (FRC) Guidance on Audit Committees (2016) 
and the requirements of the FRC’s Revised Ethical Standard 
(2019) (Ethical Standard); that an external audit firm is only 
appointed to perform a service when doing so would be 
consistent with both the requirements and the principles 
of the Ethical Standard, and when its skills and experience 
make it the most suitable supplier. In addition, the Ethical 
Standard requires an assessment of whether it is probable 
that an objective, reasonable and informed third party would 
conclude that independence is not compromised.

At times, it is in the Group’s and shareholders’ interests 
to engage the external audit firm to deliver services. For 
permitted non-audit services that are clearly trivial, the Audit 
Committee has pre-approved the use of the external auditor 
subject to the limits set out in the Non-Audit Services Policy. 
The level of non-audit fees is monitored to ensure that they 
do not exceed 40% of the average annual statutory audit 
fees payable over the last three financial years.

There were no non-audit services performed by the external 
auditor in FY23 (other than agreed-upon procedures 
in relation to the interim financial statements)(FY22: nil).

The Committee will also ensure that employees of the 
external auditor who have worked on the audit in the past 
two years are not appointed to senior financial positions 
within the Group without prior approval of the Committee. 
The lead audit partner will also rotate every five years.

The Committee assessed the independence of the external 
auditor and concluded that they were independent and that 
there were no non-audit services provided by RSM in the 
year under review.

Audit fees
The Committee was satisfied that the level of audit fees 
payable in respect of the audit services provided by RSM 
UK Audit LLP of £2,750,000 was appropriate (not inclusive 
of services provided to overseas subsidiaries) 
(FY22: £3,340,000 payable to Deloitte LLP). 

Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Directors’ Remuneration Report

Part 1: Annual Statement

Remuneration Committee Members

Georgina Harvey (Chair) 
Faisal Galaria (Stepped down 31 October 2022) 
Alastair Miller 
Helen Weir 
Lysa Hardy (appointed 1 May 2023)

Attendance
There were four scheduled meetings during FY23, and 
all Committee members attended each meeting with 
the exception of Faisal Galaria who attended one out 
of four meetings (see the Board and Committee meetings 
attendance table on page 65 for details). Regular 
attendees at meetings by invitation included the Chief 
Executive Officer, the Chief Financial Officer, the Global 
People Director, the Group Company Secretary and 
General Counsel, the Deputy Company Secretary and the 
International Reward Manager. The Group’s independent 
remuneration consultants also attended meetings by 
invitation. The role of secretary was performed by the 
Deputy Company Secretary or their nominee. A report 
of the Committee’s activities is given to the Board at 
each of its scheduled meetings.

Preparation of this report and compliance
This report has been prepared in accordance with   
the Large and Medium-Sized Companies and Group 
(Accounts and Reports) Regulations 2013, as amended, 
the UK Code of Corporate Governance 2018 (Code) and 
the Listing Rules. The report is split into three sections: 
the annual statement which summarises remuneration 
outcomes for FY23 and how our policy will operate for 
FY24; the report on the Remuneration Policy (as approved 
by shareholders at the 2021 AGM); and the Annual Report 
on Remuneration, which sets out how the policy was 
implemented for FY23 and how it will be implemented 
for FY24. The Directors’ Remuneration Report (excluding 
the Remuneration Policy) will be subject to an advisory 
vote at the 2023 Annual General Meeting (AGM).

Georgina Harvey
Chair, Remuneration Committee

Dear Shareholders
On behalf of the Board, I am pleased to present the 
Directors’ Remuneration Report for the financial year 
ended 29 April 2023.

This financial year, we have been impacted by prevailing 
market conditions, creating a challenging trading environment. 
The Executive team has continued to implement our reset 
strategies through the reduction of business complexity and 
inefficiencies whilst maintaining our continued aim of being 
the #1 Premium Sustainable Style Destination. The 
Committee’s activities during FY23 have:

•  Continued to centre around granting Restricted Share 
Awards (RSAs) following shareholder approval at the 
2021 AGM; and

•  Supported the Executive Team and the Group by carefully 
balancing the incentivisation and motivation of Superdry’s 
workforce with prudent financial management.

‘During FY23, the Remuneration 
Committee has continued to operate   
the Remuneration Policy which was 
approved by shareholders at the 2021 
AGM. As a result of the current Policy 
reaching the end of its three-year life 
in 2024, the Committee, in conjunction 
with our major shareholders, will review 
the Policy in advance of the 2024 AGM 
to ensure it continues to support the 
Group’s strategy and promotes the 
long-term success of the Group for   
all stakeholders.’

Georgina Harvey
Chair, Remuneration Committee

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Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Committee activities during FY23
The key activities undertaken during the year were as  follows:

•  Reviewing the remuneration of Superdry’s senior executives 

and other senior managers (including salary, benefits 
and pensions and any bonus schemes if applicable);

•  Reviewing and approving the FY23 Restricted Share 

Awards proposal and grant;

•  Reviewing the FY23 annual bonus scheme and determining 

the award level;

•  Reviewing Group-wide share plans in light of the Group’s 
evolving strategy and prevailing economic conditions and 
business performance;

•  Reviewing the principles of Group annual pay and benefits 

encompassing all employees globally;

•  Reviewing and approving the annual gender pay gap report;
•  Reviewing and approving the CEO pay ratio;
•  Reviewing and approving updated Remuneration 

Committee terms of reference;

•  Reviewing the FY22 Directors’ Remuneration Report 

and Group-wide remuneration policies;

•  Considering and approving the remuneration of senior 

new hires; and

•  Considering any termination arrangements for departing 

senior executive colleagues.

In addition, when determining the Policy and practices, 
the Committee has addressed the following aspects   
(as per Provision 40 of the Code):

Clarity – our Policy is simple and understood by our 
senior team, wider colleagues (including the SD Voice, 
our colleague engagement forum) and by investors, 
who participated in our FY21 consultation.

Simplicity – the Committee uses plain language to explain 
the Policy to colleagues, investors and wider stakeholders. 
Our remuneration structures are not complex.

Risk – our Policy is based on (i) a combination of both 
short and long-term plans based on financial and non-
financial targets; (ii) a combination of cash and equity; and 
(iii) a number of shareholder protections (e.g., post-vesting 
holding periods, shareholding guidelines and malus and 
clawback provisions) which have been designed 
to reduce the likelihood of inappropriate risk-taking.

Predictability – our incentive plans are subject to individual 
caps, and our share plans have also been made subject 
to dilution limits. The scenario charts in the Remuneration 
Policy illustrate how the rewards potentially receivable by 
our Executive Directors vary based on performance and 
share price growth.

Proportionality – there is a clear link between individual 
awards, delivery of strategy and our long-term performance. 
In addition, the structure of our annual bonus and RSAs, 
together with the structure of the Executive Directors’ 
service contracts, ensures that poor performance is 
not rewarded.

Alignment to culture – Superdry’s culture and strategy 
is fully supported through the annual bonus, which measures 
performance against the KPIs that underpin the delivery 
of our strategy and use of RSAs which creates both internal 
and shareholder alignment.

Throughout FY23, Superdry colleagues have been 
consulted on various topics of remuneration and how 
Executive remuneration aligns with the wider Company pay 
policy. Specifically, the SD Voice, has been consulted on 
the approach to the grant of RSAs, the Group pay review, 
job levelling and recognition practices. These sessions 
were used to inform decision-making at the Remuneration 
Committee and receive feedback as to whether the 
remuneration practices were in line with the Code   
and Policy specified.

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Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Principal roles and responsibilities 
of the Committee
•  Determines the framework and policy for the 

remuneration of the Chair, Chief Executive Officer, 
Executive Directors, General Counsel and Company 
Secretary and other Executive Committee members;

•  Advises on and agrees the total individual remuneration 
of each Executive Committee member, giving due regard 
to any legal requirements, the Code and the Listing Rules;

•  Approves the design of the annual bonus scheme 

(and targets) and share awards operated for Executive 
Committee members, the total annual payments made 
under such schemes and provides oversight and guidance 
in relation to other Group-wide incentives/share award 
proposals, to ensure that these are aligned to performance, 
Superdry’s culture and the Board’s risk appetite;

•  Oversees and advises on the Remuneration Policy and 
benefits structures throughout the Group to ensure that 
they are aligned with the Group’s strategy, culture and 
values while promoting its long-term success and 
enabling the attraction, retention and motivation of 
all colleagues to deliver the Group’s strategy; and

•  Oversees the wider workforce remuneration strategy 
along with total reward initiatives to ensure that both 
the Executive and wider workforce are aligned.

Remuneration framework
The Board is committed to ensuring that the remuneration framework supports the strategy and that those individuals tasked 
with leading Superdry are motivated to drive the business objectives and priorities that need to be successfully delivered. 
To align the interests of our leaders with those of shareholders, a significant proportion of performance-related remuneration 
is in the form of RSAs, designed to encourage a long-term, sustainable mindset. The Remuneration Policy for leaders at 
Superdry is based on the principles below.

Recruit and 
retain high 
calibre talent

Embeds our 
unique values

Drives share 
ownership

Delivers 
long-term 
sustainable 
growth

Aligned to the 
business 
objectives

Simple   
and fair

Building   
a team of 
talented 
people 

Reinforces 
our unique 
family culture

Aligning 
shareholder 
and colleague 
interests

Delivering the 
strategic plan

Encourage 
behaviours 
delivering 
long-term 
sustainable 
brand growth

Easily 
understood   
by others and 
balanced 
against   
the wider 
workforce

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Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Implementation of Directors’ 
Remuneration Policy for FY23
•  Base salary: A base salary increase of 2% was awarded 
to Executive Directors from 1 May 2022. The CEO’s base 
salary increased to £612,000 p.a. and the CFO’s salary 
increased to £382,500. These increases were below 
the workforce average increase in the year.

•  Benefits in kind and pension: No changes were made 
to benefits or the workforce-aligned pension provision.

•  Annual bonus: Notwithstanding performance against the 
inventory reduction and sustainable product mix targets, 
no bonus was payable as a result of performance against 
the profit target.

•  Long-term incentives: Although no Performance Share 
Plan (PSP) awards were held by the current Executive 
Directors, the 2019 PSP lapsed in full in September 2022. 
RSAs were granted to Executive Directors in October 
2022 at 50% of salary, below the 75% of salary maximum.

No changes were made to Non-Executive Director fees 
in FY23.

Use of discretion
Other than the reduction applied to the October 2022 RSAs 
which were granted at 50% of salary rather than the 75% of 
salary policy maximum to ensure that the total remuneration 
packages for the CEO and CFO appropriately reflect the 
broader stakeholder experience in respect of the year 
under review. No other use of discretion was applied in 
respect of FY23.

Implementation of Directors’ Policy 
for FY24
The Committee intends to operate the Directors’ 
Remuneration Policy for the CEO and CFO for FY24 
as follows:

•  Base salary: Executive Director base salaries were not 

increased from 1 May 2023.

•  Benefits in kind and pension: No changes will be made 
to benefits or the workforce-aligned pension provision.

•  Annual bonus: To ensure that the business is focused on 
the appropriate activities to drive short to medium-term 
value and ensure the continued motivation and retention 
of employees, an annual bonus will be operated for FY24; 
however, reflecting the current focus of the business, 
bonus potential will be capped at 50% of salary (rather 
than 150% of salary as per the Policy maximum) and 
performance metrics will be based on the delivery 
of cost to gross profit ratio improvement.

•  Restricted Share Awards: RSAs to be granted 

in FY24 will:

 – Vest three years from the grant date, subject 

to continued employment, satisfactory individual 
performance and a positive assessment of 
performance against the underpin. No shares 
can be sold until at least five years from grant, 
other than those required to settle any taxes; and

 – Be set at a maximum of 75% of salary, albeit the 

Remuneration Committee will consider the prevailing 
share price at the time of grant.

No changes are expected to be made to Non-Executive 
Director fees in FY24.

Consideration of remuneration elsewhere 
in the Company
At the Committee meeting in March 2023, the results of a 
comprehensive Group-wide pay review were considered 
by the Committee. Whilst the recruitment and retention of 
talented people is central to Superdry’s success, along with 
the creation of an amazing employee experience as a key 
initiative in our strategy, no pay increase was awarded other 
than legal requirements in the countries we operate and to 
maintain a degree of pay differential between roles in UK 
Retail. This will be kept under review.

In September 2022 the Committee approved RSAs which 
remained extended to junior management and experienced 
professionals for the third time at Superdry, honouring 
a commitment by the Committee to encourage and facilitate 
share ownership throughout the workforce at Superdry. 
The Committee also reviewed the operation of the FY23 
bonus scheme and approved the FY24 bonus scheme.

Board changes in FY23
Faisal Galaria stepped down from the Board as a   
Non-Executive Director on 31 October 2022, and Lysa Hardy 
was appointed to the Board as a Non-Executive Director on 
1 May 2023.

Conclusion
I would like to take this opportunity to thank my fellow 
Remuneration Committee members for their dedication 
during FY23 and to thank Cathryn Petchey, Global People 
Director, who has worked extensively with the Committee 
to support our work.

I trust that shareholders will continue to support Superdry’s 
Remuneration Policy and that you will support this Directors’ 
Remuneration Report at the 2023 AGM.

Georgina Harvey
Chair, Remuneration Committee

31 August 2023

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Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Part 2: Directors’ Remuneration 
Policy (unaudited)

The following section of this report sets out a summary of 
the Directors’ Remuneration Policy which was approved by 
shareholders at the 2021 AGM. The full Policy as approved 
by shareholders is set out in the 2021 Annual Report.

Policy scope
The Policy applies to the Chair, Executive Directors and 
Non-Executive Directors.

Policy duration
Following shareholder approval at the 2021 AGM, the Policy 
will apply from that date for a maximum of three years. 
Consideration will be given to a new policy in advance 
of the 2024 AGM.

Remuneration Policy overview

Element:

  Base salary 

Remuneration Policy overview
We aim to provide a remuneration structure and approach 
that helps align the interests of Executives and shareholders, 
and enables the attraction, retention and motivation of 
high-calibre people with the capability to drive continued 
growth of the business. Where the Committee has discretion 
in implementing the Remuneration Policy, that discretion 
will be exercised diligently and in a manner aligned with 
shareholder interests. Discretion will only be exercised 
within the boundaries and limits set out in the 
Remuneration Policy.

Purpose and link to strategy 

Maximum opportunity 

Set at levels to attract and retain talented Executive 
Directors of the high calibre required to develop and deliver 
our ambitious growth strategy. Base salary will reflect each 
Executive Director’s individual skill, experience and role 
within the Group. Any changes to salary will take account 
of average increases across the Group.

Salary increases will typically be in line with the general 
level of increase awarded to other employees in the Group 
and/or the Executive Director’s country of employment.

In exceptional circumstances (e.g., where there is an 
increase in scale, scope and/or responsibility, to reflect 
the development and success of the individual within 
the role, and/or to take account of relevant levels/market 
movements) a higher increase may be awarded.

There is no prescribed maximum base salary level or 
maximum annual increase.

Current salaries are detailed in the Annual Report 
on Remuneration.

Operation 

Performance measures 

When determining base salary the Committee typically 
takes into account:

Individual and business performance are taken into 
consideration when deciding salary levels.

•  Salary levels for comparable roles at companies of 
a similar size, industry, global scope and complexity;

•  Business and individual performance;
•  Changes to the scale and complexity of the role; and
•  Salaries paid to other employees across the Group.

Base salary is normally paid on a monthly basis in cash. 
The base salary for each Executive Director is normally 
reviewed annually in May by the Committee although 
an out-of-cycle review may be conducted if the Committee 
determines this is necessary. A salary review will not 
necessarily lead to an increase in salary.

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Element:

  Pension 

Purpose and link to strategy 

Maximum opportunity 

To provide retirement benefits which are market 
competitive and to enable us to attract and retain 
Executive Directors of the right calibre.

In line with the general workforce contribution   
rate (as a % of salary).

Operation

Executive Directors can choose to participate in the 
personal pension plan relevant to the country where they 
are employed, and/or to receive a cash allowance, 
or a combination of the two. Our Group personal pension 
plan is a defined contribution plan.

Element:

  Other benefits 

Purpose and link to strategy 

Maximum opportunity 

To ensure Superdry is broadly competitive on benefits with 
broader market practice.

There is no maximum level of benefits provided to an 
individual Executive Director.

To support personal health and wellbeing.

Participation by Executive Directors in the SAYE scheme, 
and any other all-employee share plan operated in the 
future, is limited to the maximum award levels permitted 
by HM Revenue & Customs.

Operation

Benefit provision is set at an appropriate market level 
taking into account market practice in the Executive 
Director’s home jurisdiction, the jurisdiction where they are 
based, and benefits for similar roles at similar companies 
and the level/type of benefits provided elsewhere in 
the Group.

The benefits to which Executive Directors are entitled 
include (but are not limited to) private medical insurance 
(for the individual and their family), company sick pay, 
holiday pay, life assurance, car allowance and staff discount 
on Superdry products. Other benefits may be provided 
where appropriate.

In-country and global relocation support may also be 
provided where appropriate.

Executive Directors are eligible to participate, on the same 
basis as other employees, in our SAYE and BAYE schemes. 
They may also be granted eligibility to participate on the 
same terms in any new benefit plans, including all-employee 
share incentives, set up for the wider employee group.

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Element:

  Annual performance bonus

Purpose and link to strategy 

To encourage and reward the achievement of challenging 
financial and strategic performance targets during a 
financial year. The performance measures set each year 
align to our strategy and shareholder value creation.

Maximum opportunity 

Up to 150% of base salary.

Operation 

Performance measures 

Bonus payments up to 100% of salary are normally awarded 
in cash and are not pensionable. An individual Executive 
Director may choose to defer bonus awarded into our 
Group personal pension plan.

Bonus deferral: To the extent that bonus potential is 
restored to the 150% of salary Policy maximum during the 
Policy period, one third of any bonus will be deferred into 
shares for three years.

Performance is normally assessed over one financial year.

The annual performance bonus may be based on financial 
metrics (e.g., revenue and/or profit) and personal and/or 
strategic business objectives. The majority of the bonus 
will be determined by Group financial performance.

Metrics and targets will be relevant to the particular 
performance year and are aimed at securing a sustainable 
long-term business model.

The performance criteria and performance targets are 
determined by the Committee each year and include 
threshold levels for minimum award (below which no bonus 
will be awarded), on-target award and maximum award.

The Committee will set demanding performance targets 
to encourage stretch performance. These targets are 
considered to be commercially confidential and will 
therefore be disclosed in due course after the   
performance period has ended.

A straight-line sliding scale between threshold (no more 
than 25% of opportunity), target (50% of opportunity) and 
maximum (100% of opportunity) is used to determine the 
level of award.

Malus and clawback provisions apply as described below.

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Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Element:

  Restricted Share Awards 

Purpose and link to strategy 

Drives sustained long-term performance, aids retention and 
aligns the interests of Executive Directors with shareholders.

Maximum opportunity 

Up to 75% of base salary.

Operation

Performance measures 

Restricted Share Awards are granted on a discretionary 
basis and are subject to continued employment at the 
end of a three-year performance period with a two-year 
post-vesting holding period. Awards may be structured 
as conditional awards or nil or nominal cost options.

Executive Directors may benefit, in the form of cash or 
shares, from the value of any dividend paid between the 
date of grant and the date of vesting (or post-vesting 
holding period if later) to the extent that awards vest.

Although no formal performance measures apply to RSAs, 
the Committee will retain discretion to reduce the vesting 
level (including to zero) after key strategic measures over 
the vesting period have been considered (including but 
not limited to revenue, % of full-price sales, cash flow, 
PBTand margin) and being satisfied that there have been 
no environmental, social or governance issues resulting 
in material reputational damage.

Malus and clawback provisions will apply as described below.

Element:

  Share ownership guidelines

Purpose and link to strategy 

Minimum holding 

To help further strengthen the alignment between 
management and shareholders.

Minimum of 200% of base salary.

Operation

In employment: Executive Directors not holding shares 
worth at least 200% of their base salary will be expected 
to retain 50% of any share award which vests (net of tax) 
until such time as that level of holding is met.

Post cessation: Executive Directors will need to retain 
shares equal to 100% of the in-post shareholding guideline 
up until the second anniversary of employment cessation 
(or actual shareholding if lower).

Any shares purchased by an Executive Director, shares 
acquired in respect of the IPO, shares acquired through 
buyout awards and share awards granted prior to the 2020 
AGM will be excluded from this post-cessation guideline.

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Selection of performance measures
Profit is normally the primary financial measure for the annual 
bonus plan. At the sole discretion of the Remuneration 
Committee, adjusting items may be removed where the 
inclusion of such items would be inconsistent with fair 
measurement, and actual tax may be adjusted to   
normalised rates if considered unsustainable.

Performance targets relating to the annual bonus plan 
are normally set from the Group’s annual budget, which 
is reviewed and signed off by the Board prior to the start 
of each financial year. Targets are based on a number of 
internal and external reference points. Targets are set to 
be stretching but achievable, with regard to the particular 
strategic priorities and economic environment in a given 
year. Strategic targets for the annual bonus may be set each 
year based on the Company’s prevailing strategic objectives 
at that time. Targets will be set on a measurable, quantifiable 
basis where possible, but due to the nature of the objective 
may require some subjective assessment.

In respect of the RSAs granted to Executive Directors, the 
Committee must be satisfied with Superdry’s performance 
and delivery against performance measures (including 
revenue, % of full-price sales, cash flow, PBT and margin) 
and be satisfied that there have been no environmental, 
social or governance issues resulting in material 
reputational damage.

The Committee retains the discretion to alter the weighting, 
substitute or use new performance measures for future 
incentive awards, if they are believed to better support 
the strategy of the business at that time.

Malus and clawback provisions
The Committee has discretion to cancel, reduce or 
clawback individual or all annual bonus awards in certain 
circumstances including:

•  A misstatement of results that resulted in an award being 

paid at too high a level;

•  A material failure of risk management or health and safety;
•  Serious reputational damage to Superdry, and/or personal 

misconduct; and

•  Corporate failure or insolvency.

The Committee may at any time before the vesting 
of share awards reduce the number of shares in certain 
circumstances, including if:

•  A material misstatement of financial results has resulted 
in the award having been granted over a higher number 
of shares than would otherwise have been the case; and

•  The number of shares awarded was based on any other 
kind of error or basis of information or assumption that 
turns out to be inaccurate and resulted in the award 
having been granted a higher number of shares than 
would otherwise have been the case.

For three years after any PSP or RSA award vests, 
the Committee may decide that the individual is subject 
to clawback if:

•  There has been a material misstatement of results that 

resulted in an award being paid at too high a level;

•  There has been an error in assessing any performance 

condition or there were inaccurate or misleading 
information or assumptions that resulted in the award 
vesting at a higher level than otherwise would have been 
the case;

•  There has been serious reputational damage to Superdry; 

and/or personal misconduct; or

•  There is a corporate failure or insolvency.

Legacy arrangements
The Company will honour any commitments entered into 
prior to the approval and implementation of the current 
Remuneration Policy, and Executive Directors will be eligible 
to receive payment from any historical awards made.

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Scenario chart
The charts below show potential payout under the current Directors’ Remuneration Policy using the following assumptions:

Minimum

•  Consists of base salary, benefits and pension:
•  Base salary from 1 May 2023;
•  Benefits are based on estimated values for 2023/24;
•  Pension of 4% of salary; and
•  RSA of 75% of salary (noting that actual awards may be lower).

Julian Dunkerton

Shaun Wills

Base salary

Benefits

Pension

RSA

Total   
minimum

£612,000

£16,000

£24,480

£459,000

£1,111,480

£382,500

£12,000

£15,300

£286,880

£696,675

Target

Maximum

Maximum with 50% 
share price growth

•  As per the minimum scenario plus an on-target annual bonus of 50% of the maximum potential.

•  As per the minimum scenario plus a maximum annual bonus based on 100% of salary (the normal 

maximum, noting the policy maximum is set at 150% of salary), noting that potential awards may be 
lower (the potential for FY24 will be set at 50% of salary).

•  As the maximum scenario plus the value resulting from a share price growth of 50% from the RSA  award.

Julian Dunkerton 
Chief Executive Officer 

Shaun Wills 
Chief Financial Officer

£’000

£1,111

£1,417

£1,723

£1,953

£697

£888

£1,079

£1,223

£2,000

£1,750

£1,500

£1,250

£1,000

£750

£500

£250

£0

12%

24%

26%

36%

31%

41%

32%

22%

59%

46%

38%

33%

41%

59%

32%

22%

46%

26%

36%

12%

23%

31%

38%

34%

Minimum

On-target

Maximum

Maximum with
share price
growth

Minimum

On-target

Maximum

Maximum with
share price
growth

Fixed pay (salary, benefits, pension)

Annual bonus

RSA

Share price growth

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Governance  →  Directors’ Remuneration Report

Remuneration arrangements 
across Superdry
The reward philosophy continues to be consistent across 
Superdry, namely that reward should support our business 
strategy and be sufficient to attract, motivate and retain 
high-performing individuals. Within this framework, there 
are differences for a range of reasons, including global 
location, best practice, employment regulation and the 
local employment market conditions.

•  Salaries and benefits – a range of factors are 

considered including business performance, individual 
capability and performance, the pay of other employees 
and external market data;

•  Annual performance bonus – consistent with the 
Remuneration Policy for Executive Directors, annual 
bonuses are typically linked to business performance with 
a focus on profit, although the business retains the right 
to void a bonus award in circumstances where we deem 
an individual has not performed to an acceptable level or 
has acted inappropriately during the performance period;

•  Share awards – selected below-Board employees may 
be invited to receive RSAs on the same or similar terms 
to those granted to Executive Directors;

•  All-employee share schemes – in the UK the Group 
operates SAYE and BAYE share schemes which are 
open to all eligible employees. Under the SAYE scheme 
employees can elect to save up to £500 each month for 
a fixed period of three years. At the end of the savings 
period, individuals may use their savings to buy Superdry 
ordinary shares at a discount capped at up to 20% of the 
market price set at the launch of the scheme. The BAYE 
scheme gives employees the opportunity to buy shares 
up to the value of £1,800 per year using pre-tax earnings. 
For every 10 shares purchased through this scheme the 
Group offers one free matching share; and

•  Retirement benefits – in line with local country 

practices, we encourage all employees to contribute 
appropriate savings toward their retirement. In the UK, 
we  operate pension arrangements within the Occupational 
and Personal Pension Schemes (Automatic Enrolment) 
Regulations 2010.

Executive Directors’ service agreements
The following table sets out a description of any obligations 
on Superdry, contained in the current Executive Directors’ 
contracts, which could give rise to, or impact, remuneration 
payments or payments for loss of office.

Element

Terms

Notice period

Julian Dunkerton – 12 months by 
Superdry and 12 months by the 
Executive Director.

Contract date

Shaun Wills – 6 months by Superdry 
and 6 months by the Executive Director.

Julian Dunkerton – 2 April 2019 
(interim appointment), 16 December 2020 
(permanent appointment)

Shaun Wills – 26 April 2021

Base salary

As per contracts

Pension 
contributions

Contractual 
benefits

Employer pension contribution

Contractual entitlement to:

•  Private medical insurance;
•  Company sick pay;
•  Life assurance;
•  Holiday pay;
•  Car allowance; and
•  Discount on Superdry products.

Annual bonus

Participation is subject to the 
Committee’s discretion

Long-term 
incentive plan

Participation is subject to the 
Committee’s discretion

The service contract for any new Executive Director is likely 
to include provisions for a notice period of up to six months 
by either party, an annual salary review and participation 
in the Company’s annual bonus scheme and RSA.

All Executive Director service contracts are available 
for inspection at our registered office during normal hours 
of business, and at our AGM.

Discretions retained by the Committee
The Committee will operate the annual bonus plan and 
share plans according to their respective rules (or relevant 
documents), in line with the applicable approved Remuneration 
Policy and in accordance with the Listing Rules where relevant. 
The Committee retains certain discretions, consistent 
with market practice, with regard to the operation and 
administration of these plans. These include, but are not 
limited to, the following in relation to RSAs: the participants; 
the timing of grant of an award; the size of an award; within 
Policy limits the determination of vesting; the discretion 
that may be required if dealing with a change of control or 
restructuring of the Group; determination of the treatment 
of leavers; adjustments required in certain circumstances 

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(e.g., rights issues, corporate restructuring events and 
special dividends); and reviewing performance underpins 
from one cycle to the next.

In relation to the annual bonus plan, the Committee retains 
discretion over: the participants; the timing of grant of a 
payment; the determination of the bonus payment; dealing 
with a change of control; determination of the treatment 
of leavers based on the rules of the plan and the appropriate 
treatment chosen; the annual review of performance 
measures and weighting; and targets for the annual 
bonus plan from year to year.

In relation to the annual bonus plan, the Committee also 
retains the ability to adjust the targets and/or set different 
measures if events occur (e.g., material acquisition and/or 
divestment of a business) which cause it to determine 
that the conditions are no longer appropriate and that an 
adjustment is required so that the conditions achieve their 
original purpose and are not materially more or less difficult 
to satisfy.

Any use of the above discretions would, where relevant, 
be explained in the Annual Report on Remuneration and 
may, as appropriate, be the subject of consultation with 
our major shareholders.

The operation of our SAYE and BAYE share schemes will be 
as permitted under HM Revenue & Customs’ rules and the 
Listing Rules. Details of shares or interests in shares held by 
Executive Directors at the end of the financial year are set 
out in the Annual Report on Remuneration. These remain 
eligible to vest based on their original award terms.

Approach to the recruitment and retention 
of Executive Directors
When hiring a new Executive Director or promoting to 
the Board from within Superdry, the Committee will offer 
a package that is sufficient to attract, retain and motivate 
the right talent, while at all times aiming to pay no more than 
is necessary. In determining an appropriate remuneration 
package, the Committee will take into consideration all 
relevant factors including but not limited to the impact on 
other existing remuneration arrangements, the candidate’s 
location and experience, external market influences and 
internal pay relativities.

The remuneration package for a new Executive Director 
would be set in accordance with the terms of our prevailing 
approved Remuneration Policy at the time of appointment 
and would take into account the skills and experience of the 
individual, the market rate for a candidate of that experience 
and the importance of securing the relevant individual.

Salary would be provided at such a level as required to 
attract the most appropriate candidate and may be set 
initially at a below mid-market level on the basis that it may 
progress towards the mid-market level once expertise and 
performance have been proven and sustained. The annual 
bonus potential would be limited to 150% of salary and 
RSAs would be limited to 75% of salary.

Pension provision will be workforce-aligned and other 
benefits will be offered in line with local market practices 
dependent on where an Executive Director is located.

96

In addition, the Committee may offer additional cash and/or 
share-based elements to replace deferred or incentive 
pay forfeited by an Executive Director leaving a previous 
employer. It would seek to ensure, where possible, that 
these awards would be consistent with awards forfeited 
in terms of vesting periods, expected value and performance 
conditions. For an internal Executive Director appointment, 
any variable pay element awarded in respect of the prior role 
may be allowed to pay out according to its terms. In addition, 
any other ongoing remuneration obligations existing prior 
to appointment may continue. For external and internal 
appointments, the Committee may agree that certain 
relocation and/or incidental expenses (as appropriate) 
will be met.

Policy on payment for loss of office
We are committed to ensuring a consistent approach and 
to not paying more than is necessary in the circumstances 
of loss of office. In the event of an early termination of 
a contract, the policy is to seek to minimise any liability. 
When managing such situations, the Committee takes 
a range of factors into account, including contractual 
obligations, shareholder interests, organisational stability 
and the need to ensure an effective handover. Executive 
Directors may be entitled to a payment in lieu of notice 
(PILON) if notice is served by us. In the normal course 
of events, the Executive Director would work their notice 
period. In the event of termination for cause (e.g., gross 
misconduct or negligence), neither notice nor PILON would 
be given and the Executive Director would cease to perform 
services immediately.

In the event of termination for reasons other than cause 
(for example, resignation), where the individual is requested 
by us to cease working before the end of the notice period, 
PILON may be payable. If a portion of the notice period 
is served, the PILON will be reduced on a pro-rata basis. 
Payments may be made on a phased basis. Alternatively, 
rather than making a PILON, we may place an Executive 
Director on garden leave for the duration of some or all 
of their notice period.

Where an Executive Director leaves during a financial year, 
the annual bonus will not be payable with respect to the 
period of the financial year worked, in line with the Group’s 
annual bonus scheme rules.

Any share-based entitlements granted to an Executive 
Director under our share plans will be determined based 
on the relevant plan rules. The default treatment for RSAs 
is that any outstanding awards lapse on cessation of 
employment. However, in certain prescribed circumstances, 
such as death, ill health, injury, disability, retirement, sale of 
the employing company or business outside the Group or 
any other circumstances at the discretion of the Committee, 
‘good leaver’ status may be applied. For good leavers, 
awards will normally vest on their normal vesting date, 
subject to the satisfaction of the relevant performance 
underpin at that time, and will be reduced pro-rata to reflect 
the proportion of the performance period actually served.

Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

However, in the event of the death of an Executive Director, 
the Committee has discretion to determine that awards vest 
at cessation, subject to performance underpin, with no 
service pro-rata reduction.

Payment may also be made in respect of accrued benefits, 
including untaken holiday entitlement, in line with the 
treatment of other employees.

In addition, as is consistent with market practice, we may 
pay a contribution towards an Executive Director’s legal 
fees for entering into a settlement agreement and may pay 
a contribution towards fees for outplacement services as 
part of a negotiated settlement.

There is no provision for additional compensation on 
termination following a change of control, nor liquidated 
damages of any kind.

Consideration of conditions elsewhere 
in Superdry
The Committee has oversight of the main compensation 
structures throughout Superdry’s business and actively 
considers the relationship between general changes 
to employee remuneration and to Executive Director 
remuneration. When considering changes to Executive 
Director remuneration, the Committee is provided with 
relevant comparative employee information (for example, 
average salary review) across Superdry.

The Committee does not consider it appropriate to consult 
directly with employees when formulating Executive Director 
reward policy. However, it does take into account employee 
feedback on remuneration from employee surveys, as 
provided to the Committee by the Group People Director.

Consideration of shareholder views – 
consultation on Remuneration Policy
The Committee consulted with Superdry’s top 15 investors 
and the main proxy advisory agencies (the Investment 
Association (IA), ISS and Glass Lewis) in FY22 in respect of 
seeking shareholder approval to changes to the Remuneration 
Policy at the 2021 AGM. After reviewing feedback received, 
the Committee adopted a more conventional approach 
to post-employment cessation shareholding guidelines 
as promoted by the IA (i.e.,100% of the in-employment 
shareholding guideline for two years post cessation) and 
this change was incorporated into the new Remuneration 
Policy. Consistent with good practice, a wrap-up letter 
was sent to those consulted at the end of the consultation 
exercise which set out the feedback received, and the 
Committee’s response. The Committee was encouraged 
by the positive feedback and was grateful for the support 
received from the vast majority of investors consulted.

Summary of the Non-Executive Director Remuneration Policy
The Board aims to recruit high-calibre Non-Executive Directors with broad commercial, digital or other relevant experience. 
The Remuneration Policy for Non-Executive Directors is as follows:

Element

Fees

Purpose and 
link to strategy

Fees are set at an appropriate level to attract and retain high-calibre Non-Executive Directors and reflect 
the time commitment and responsibilities of each role and fees paid in other companies of a similar size, 
industry, global scope and complexity.

Operation

Fees are normally reviewed annually and are normally paid in cash.

Each Non-Executive Director is paid a basic fee for undertaking Non-Executive Director and Board duties. 
A higher fee is paid to the Chair of the Board and the Senior Independent Director. Additional fees may also 
be payable for taking on Committee responsibilities and other Board duties.

Non-Executive Directors also receive a staff discount on Superdry products. Non-Executive Directors do 
not receive any other benefits other than reasonable expenses. Travel and other appropriate expenses 
(including fees incurred in obtaining professional advice in the furtherance of their duties) incurred in 
the course of performing their duties are reimbursed to Non-Executive Directors along with any 
associated taxes.

Non-Executive Directors are covered by the Directors’ and Officers’ insurance and indemnification.

Maximum 
opportunity

As is the case for the Executive Directors, there is no prescribed maximum fee or maximum fee increase. 
The aggregate fees payable to all Non-Executive Directors combined are capped as set out in Superdry’s 
Articles of Association.

Performance 
measures

No performance measures apply. Fees are set at an appropriate level to attract and retain high-calibre 
Non-Executive Directors.

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When recruiting a new Non-Executive Director, the remuneration arrangements offered will be consistent with the policy 
presented above. Non-Executive Directors are appointed for an initial period of three years (subject to election at the 
Company’s AGM) and then continue to serve subject to annual re-election at the Company’s AGM. Appointments may 
be terminated by either the Company or the Non-Executive Director giving three months’ written notice. Save in respect 
of retirement by rotation, a Non-Executive Director being removed from office will be entitled to compensation equal  
to the fee during any remaining notice period.

Name

Peter Sjölander

Helen Weir

Alastair Miller

Faisal Galaria

Georgina Harvey

Lysa Hardy

Date of appointment

29 April 2021

11 July 2019

11 July 2019

29 July 2019

29 July 2019

1 May 2023

All Non-Executive Director letters of appointment are available for inspection at our registered office during normal hours 
of business and will also be available at our AGM.

Part 3: Annual Report on Remuneration

The following part of the Directors’ Remuneration Report, together with the Annual Statement, will be subject to an advisory 
vote at the 2023 Annual General Meeting and sets out both how the Remuneration Policy will be implemented in FY24, 
and how it was implemented in FY23.

The following sections of the Annual Report and Financial accounts are identified as audited or unaudited as appropriate.

Implementation of the Remuneration Policy for financial year 2024
Base salary (unaudited)
Executive Directors’ base salaries are normally reviewed annually on 1 May, taking into account: business and individual 
performance: salary levels at companies of a similar size, industry, global scope, growth and complexity; and the salaries 
paid to other employees across Superdry. Current annual base salary levels, which were not increased from 1 May 2023, 
are as follows:

Julian Dunkerton
Shaun Wills

Chief Executive Officer
Chief Financial Officer

From 1 May 
2023

£612,000
£382,500

From 1 May 
2022
 £612,000
£382,500

Increase
0%
0%

Benefits in kind and pension (unaudited)
No changes will be made to benefit provision. Executive Director pension provision will continue to be set at 4% of salary 
(paid into the Group’s personal pension plan and/or in the form of a salary supplement).

Annual bonus (unaudited)
To ensure that the business is focused on the appropriate activities to drive short to medium-term value and ensure the 
continued motivation and retention of employees, an annual bonus will be operated for FY24, however, reflecting the current 
focus of the business, bonus potential will be capped at 50% of salary (rather than 150% of salary policy maximum) and 
performance metrics will be based on the delivery of cost to gross profit ratio improvement. Due to commercial sensitivity 
of the information, bonus targets will be disclosed, together with the actual performance and payout, in next year’s Directors’ 
Remuneration Report.

Long-term share awards (unaudited)
As per the FY23 awards, RSAs to be granted in FY24 will:

•  Vest three years after the grant date, subject to continued employment, satisfactory individual performance and a positive 

assessment of performance against the underpin. No shares can be sold until at least five years from grant, other than those 
required to settle any taxes; and

•  Be set at a maximum of 75% of salary for the CEO and CFO, albeit the Remuneration Committee will consider the prevailing 

share price at the time of grant. The actual grant levels, which may be lower than 75% of salary, will not be agreed until 
closer to the date of grant.

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Non-Executive Directors (unaudited)
No changes were made to the annual fees for Non-Executive Directors from 1 May 2023. Annual fee levels for FY24, 
as determined by the Board are therefore as follows:

Role
Chair
Base fee for Non-Executive Directors
Senior Independent Director increment
Audit/Remuneration Committee Chair increment

Single figure remuneration (audited)
Taxable 
benefits

Base salary/
fees

From 1 May 
2023

£200,000
£55,000
£17,500
£12,500

From 1 May 
2022
£200,000
£55,000
£17,500
£12,500

Increase
0%
0%
0%
0%

Pension 
contributions1

Annual 
bonus

LTIP/RSA

Other 
payments

Total pay

Total fixed 
pay

Total variable 
pay

Non-Executive Chair
Peter Sjolander

Executive directors
Julian Dunkerton

Shaun Wills

FY23
FY22

FY23
FY22
FY23
FY22

198,338
201,111

3,2122
2,5302

–
–

612,000
600,000
382,500
375,000

11,2113
11,2113
11,2113
13,8343

24,480
24,000
15,300
15,000 

Non-Executive Directors
Helen Weir

Alastair Miller

Georgina Harvey

Former Non-Executive Directors
Faisal Galaria

FY23
FY22
FY23
FY22
FY23
FY22

FY23
FY22

72,500
72,500
67,500
67,500
67,500
67,500

27,5004
55,000

3772
8962
1,5732
9382
552
1,1722

922
1722

–
–
–
–
–
–

–
–

–
–

–
–
–
–

–
–
–
–
–
–

–
–

–
–

–
–
–
–

–
–
–
–
–
–

–
–

– 201,550 201,550
203,641
–

203,641

635,211

– 647,691 647,691
635,211
–
409,011 409,011
403,834
403,834

–

–
–
–
–
–
–

–
–

72,877
73,396
69,073
68,438
67,555
68,672

72,877
73,396
69,073
68,438
67,555
68,672

27,592
55,172

27,592
55,172

1.  Julian Dunkerton receives a 4% pension contribution, which is paid in the form of a cash allowance. Shaun Wills receives a 4% of salary 

pension contribution.

2.  Benefits for Non-Executive Directors comprise of expenses in relation to the performance of duties.
3.  Benefits for Executive Directors comprise of a car allowance, medical insurance, and expenses in relation to the performance of duties.
4.  Faisal Galaria stepped down from the Board effective 31 October 2022.

Annual bonus for the year ended 29 April 2023 (audited)

Weighting  
(% of salary)

Threshold

Maximum

EBITDA
Inventory reduction*
Goods on hand (units)
Sustainable product mix*
Volume of sustainable product sold
Total

70%
15%

15%

100%

£18.3m
12.3m

£28.5m
12m

Actual
below  
threshold
9.3m

50%

55%

64%

–
–

–
–
–
–

–
–
–
–
–
–

–
–

Payout  
(% of max)

0%
15%

15%

0%

 * Not payable unless the threshold EBITDA target was achieved. Inventory units reflect stock on hand in physical locations.

Notwithstanding performance against the inventory reduction and sustainable product mix target, no bonus was payable 
as a result of performance against the profit target.

Vesting of share awards (audited)
No share awards held by Executive Directors vested in respect of the three financial years ended 2022/23. 

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Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Share awards granted in the year (audited)
RSAs (structured as nil cost options) granted to the Executive Directors in FY23 were as follows:

Julian Dunkerton
Shaun Wills

Date of grant
26 October 2022
26 October 2022

Basis (% of salary)
50%
50%

Number of shares  
under award
257,143
160,714

Face value of  
shares awarded*
£306,000
£191,250

Vesting Date
26 October 2025
26 October 2025

 * Based on the 26 October 2022 closing share price of 119 pence.

Reflecting the prevailing share price, RSA levels were granted below the normal 75% of salary maximum.

RSAs will normally vest after three years from grant subject to:

1.  Continued employment;
2.  Satisfactory personal performance during the vesting period; and
3.  A positive assessment of performance against the underpin; and once vested, the resulting shares may not be sold until 

at least five years from the grant date (other than to pay relevant taxes).

Underpin: While the default position is that RSAs granted to Executive Directors ultimately vest, the Committee will retain 
discretion to reduce the vesting level (including to zero) after considering a number of performance measures over the vesting 
period aligned to the business strategy including but not limited to revenue, % of full-price sales, cash flow, PBT and margin, 
and being satisfied that there have been no environmental, social or governance issues resulting in material reputational 
damage. In addition, and irrespective of performance against the underpin, the Committee will retain discretion to reduce 
the vesting level in exceptional circumstances.

Directors’ interests in share awards and share ownership (audited)
The beneficial and non-beneficial interests of the Directors in the share capital of Superdry at 29 April 2023 are set out below:

Interests in shares

28 April 2023 
Ordinary 
Shares

30 April 2022 
Ordinary 
Shares
20,338,921 17,023,707
4,634

6,065

Julian Dunkerton
Shaun Wills
Non-Executive Chair
Peter Sjölander
Non-Executive Directors
Helen Weir
Alastair Miller
Georgina Harvey
Former Directors
Faisal Galaria

150,000

10,000
30,000

Shareholding 
guideline
200%
200%

% Against 
salary2
2,861%
1.4%

Guideline 
met?
Yes
No

RSA1
400,569
221,371

Deferred 
shares

Saye

Baye

Total
20,739,490
227,436

150,000

10,000
30,000

0

150,000

10,000
30,000

1. 

In respect of RSAs no awards have been exercised by Executive Directors in the year ended 29 April 2023. Vesting conditions for unvested awards are 
consistent with those set out above in respect of the October 2022 RSAs.

2.  Calculation based on the share price as of 28 April 2023 86 pence.

Payments to past Directors (audited)
No payments were made to past Directors in FY23 or FY22.

Payments for loss of office (audited)
No payments for loss of office were made in FY23 or FY22. Faisal Galaria was paid his fee up to the point of cessation. No other 
payments were paid or are payable.

The following sections of the Annual Report and Accounts are unaudited.

100

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Governance  →  Directors’ Remuneration Report

Relative importance of spend on pay (unaudited)
The following table sets out the percentage change in distributions to shareholders and employee remuneration costs.

Employee remuneration costs (£m)
Ordinary dividends (£m)
Special dividends (£m)

FY23

99.0
0
0

FY22
95.5
0
0

Change
3.7%
0%
0%

CEO pay ratio (unaudited)
Under disclosure legislation, we are required to calculate and publish our CEO pay ratio on an annual basis. The table below 
shows how the CEO’s single figure remuneration for FY23 compares to equivalent single figure remuneration for full-time 
equivalent (FTE) UK employees, ranked at the 25 th, 50 th and 75 th percentiles on total remuneration.

For the calculation method, the disclosure legislation’s Option A was chosen (based on data as at 29 April 2023) as this was 
considered to be the most robust approach to calculating the ratios. Option A involves calculating the actual FTE remuneration 
for all relevant employees for the fiscal year in question. These values are then listed in order from lowest to highest and the 
values at the three percentile points are identified.

Total Remuneration

Year
2020
2021
2022
2023

Method
Option A
Option A*
Option A
Option A

25th percentile pay ratio
44:1
36:1
34:1
32:1

Median pay ratio
38:1
34:1
31:1
32:1

75th percentile pay ratio
28:1
23:1
24:1
24:1

 * CEO salary includes a 25% reduction in salary as at 30 April 2022.

The underlying data for salary and total remuneration is as follows:

Year
2020
2021
2022
2023

25th percentile
£15,015
£16,302
£18,525
£20,319

Salary

Median
£16,770
£17,374
£20,377
£20,378

Total remuneration

75th percentile
£22,252
£24,999
£25,565
£26,949

25th percentile
£15,015
£16,302
£18,525
£20,319

Median
£17,261
£17,491
£20,377
£20,378

75th percentile
£23,077
£25,996
£26,520
£27,512

The Superdry Remuneration Committee believes in Executive reward packages that are competitive and balanced against the 
wider workforce and aligned to our principles. The CEO, Julian Dunkerton, is the Superdry employee with the highest level of 
pay because he has the highest level of responsibility. Julian is eligible to be awarded RSAs and Group annual bonus, meaning 
that the ratio may increase in future years.

The Committee considers that Executive Director remuneration is appropriate, with the median CEO pay ratio being 
representative of the UK employee base. Executive Directors salaries increased by 2% from 1 May 2022 with an average 
UK increase of 3.5% being awarded to the wider workforce.

Whilst there is a marginal change at median for FY23 compared to FY22, the 25 th percentile ratio has reduced. This is largely 
driven by the removal of age-related pay bands for colleagues in our retail stores during 2022. Previously, colleagues under 23 
received a lower rate compared to colleagues aged 23 or over. By removing age-related pay bands and paying all colleagues 
at least the National Living Wage rate for employees who are 23 years and over, we increased c,1,000 colleagues pay by an 
average of 13.6%, reducing the gap between entry level and CEO. 

101

Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Percentage change in remuneration (unaudited)
The table below shows the percentage change in salary or fees, benefits and annual bonus earned between (i) FY21 and FY22; 
and (ii) FY22 and FY23 for the Board, compared to the average earnings of all of the Group’s employees. Where Directors 
served part financial years, their fees have been annualised.

Financial year

Base Salary/fee

Benefits

Annual bonus

Chair
Peter Sjölander

Executive Directors
Julian Dunkerton

Shaun Wills

Non-Executive Directors
Helen Weir

Alastair Miller

Georgina Harvey

Former Non-Executive Directors
Faisal Galaria

Employee population

2023
2022
2021

2023
2022
2021
2023
2022
2021

2023
2022
2021
2023
2022
2021
2023
2022
2021

2023
2022
2021
2023
2022
2021

0%
0%
N/A

+2%1
+11.6%2
-10.4%3
+2%1
0%
N/A

0%
+11.6%2
-10.4%3
0%
+11.6%2
-10.4%3
0%
+11.6%2
-10.4%3

0%
+11.6%2
-10.4%3
4.40%4
+1.69%5
+0.26%6

N/A
N/A
N/A

0%
0%
0%
0%
0%
0%

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A
 N/A
+100%4
N/A

1.  An increase of 2% was applied to Executive Directors as part of the annual pay review.
2.  During FY22, salaries for Executive Directors and Non-Executive Directors were reinstated to full levels. Given the salary and fee reductions for a split 

year in FY21, this resulted in an 11.6% increase.

3.  25% reduction to salary for five months during the period May 2020 – September 2020, resulting in an overall reduction of 10.4%.
4.  A standard increase of 3.5% was applied to the majority of the wider workforce, a small number of employees received a higher increase through 

market alignment.

5.  A standard increase of 1.5% was applied to the majority of the wider workforce, while a small number of employees received a higher increase through 

market alignment. The annual bonus change relates to no bonus paid for FY21 and bonus outturn of between threshold and maximum for FY22.

6.  There was no official annual pay review conducted by Superdry in FY21 and this number refers to a small number of exceptional pay changes affecting 

employees in head office.

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Superdry plc Annual Report 2023 
Governance  →  Directors’ Remuneration Report

Workforce engagement
The Committee continues to be informed of any proposed pay changes below Board level and ensures that the Executive 
Directors’ reward packages align to the Company strategy. During FY23, Superdry continued to engage the workforce through 
the employee feedback forum, SD Voice. The meetings were attended by Helen Weir, Non-Executive Director, Cathryn Petchey, 
Global People Director, and employee elected representatives. The purpose of SD Voice is to engage and obtain honest 
feedback on topics such as pay principles and strategy, share plans and additional benefit offerings. This year Helen and 
Cathryn also presented the role of the Remuneration Committee and how Executive Director pay is determined against 
the wider workforce. This was to deepen knowledge and understanding among SD Voice members of why we have 
a Remuneration Committee and how the Committee influence Superdry’s decision-making in all areas of remuneration.

Gender pay gap report (unaudited)
The actions agreed and discussed by the Committee to reduce our gender pay gap have been effective; this year at Superdry 
Group level we have a 0% median pay gap, which is down by 2.73% on the previous year, and a mean pay gap of 18%, which is 
down 5.18% on the previous year.

The Committee is pleased that the gender pay gap is closing but is committed to ensuring that it continues to reduce further. 
We have a robust and transparent action plan which is detailed further in our full gender pay gap report available at   
corporate.superdry.com.

Performance graph (unaudited)
The graph below shows the total shareholder return (TSR) for the Group compared with the TSR of the FTSE 250 (excluding 
Investment Trusts) and FTSE SmallCap (excluding Investment Trusts) over the 10 years to 29 April 2023. The FTSE 250 and 
SmallCap indices were selected as Superdry was a constituent of one or the other for the period shown.

Total shareholder return 
Source: Datastream (a Refinitiv product)

250

200

150

100

50

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Superdry
FTSE Small Cap Ex Investment Trust

FTSE 250 EX Investment Trust

103

Superdry plc Annual Report 2023Governance  →  Directors’ Remuneration Report

Historic single figure table (unaudited)
The table below sets out the Chief Executive Officer’s single figure remuneration over the past 10 years.

Year ended

2023
2022
2021
2020
2019
2019
2018
2017
2016
2015
2015
2014

Chief Executive Officer

Julian Dunkerton
Julian Dunkerton
Julian Dunkerton*
Julian Dunkerton*
Julian Dunkerton*
Euan Sutherland†
Euan Sutherland†
Euan Sutherland†
Euan Sutherland†
Euan Sutherland†
Julian Dunkerton*
Julian Dunkerton*

Total   
remuneration

Annual bonus  
(% of max)

Long-term incentives  
(% of max)

£647,691
£635,211
£594,448
£651,477
£50,246
£809,196
£2,662,526
£4,000,708
£1,677,125
£602,862
£419,180
£419,412

0%
0%
0%
0%
n/a
0%
65.5%
96.1%
85.0%
33.3%
–
–

n/a
n/a
n/a
n/a
n/a
0%
100%
58.2%
n/a
n/a
n/a
n/a

 * Julian Dunkerton was appointed as Interim Chief Executive Officer on 2 April 2019 and assumed the title of Chief Executive Officer on a permanent 
basis from 16 December 2020. He previously held the role of Chief Executive Officer from 2012 to 22 October 2014 when he switched to the role of 
Product and Brand Director.

 † Euan Sutherland was appointed as Group Chief Executive Officer on 22 October 2014 and stepped down on 2 April 2019.

Advisers to the Committee (unaudited)
FIT Remuneration Consultants LLP was retained as the Committee’s independent remuneration adviser for FY23. Fees 
charged by FIT on the basis of time and materials for remuneration advice amounted to £43,080 (excluding VAT) compared 
to £37,941 (excluding VAT) for FY22. No other services were provided by FIT to the Group during the year. The Committee 
is satisfied that the advice provided was independent and has no connection within the Company or individual Directors.   
FIT is a member of the Remuneration Consultants Group and complies with its code of conduct.

Dilution (unaudited)
The current dilution against the 10% in 10 years share plan limit for employee and Executive share programmes is 3.52%.

Statement of shareholder voting (unaudited)
Shareholder voting in respect of the Directors’ Remuneration Policy (last approved at the 2021 AGM) and last year’s Directors 
Remuneration Report (excluding the Policy) received the following votes from shareholders:

Directors’ Remuneration Policy (2021 AGM)

Directors’ Remuneration Report (2022 AGM)

Total number of votes
% of votes cast
Total number of votes
% of votes cast

For
49,549,604
96.98
35,614,314
98.50

Against
1,542,688
3.02
541,710
1.50

Votes withheld
436,379

19,226

The Annual Statement and Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy, will be subject to an 
advisory vote at the 2023 AGM.

Georgina Harvey
Chair, Remuneration Committee

31 August 2023

104

Superdry plc Annual Report 2023Governance  →  Directors’ Report

Directors’ Report

The Directors’ Report for the year ended 29 April 2023 
comprises pages 62 to 108 of this Annual Report, including 
any sections incorporated by reference. As permitted 
by section 414C(11) of the Companies Act 2006, certain 
disclosures required for inclusion in the Directors’ Report 
have instead been included in the Strategic Report on 
pages 2 to 61, as follows:

• 

Information relating to future business developments 
– throughout the Strategic Report;

•  A description of financial risk management objectives and 

policies – pages 176 to 180;

• 

Information on how the Directors have had regard for the 
Company’s stakeholders and the effect of that regard – 
pages 27 to 29;

•  The going concern and long-term viability statements – 

pages 23 to 25 of the CFO Report;

•  Global greenhouse gas emissions during FY23 –   
pages 40 to 42 of the Sustainability Report; and

•  Disclosures based on the principals of TCFD and energy 

consumption – pages 30 to 35.

This Directors’ Report and the Strategic Report on pages 2 
to 108 comprise the ‘Management Report’ for the purposes 
of the Disclosure and Transparency Rules (DTR 4.1.8R).

Subsidiaries and branches
Superdry plc is UK domiciled but has a number of overseas 
subsidiaries as well as branches in Austria, Italy, Norway, 
Portugal and Switzerland.

Results and dividends
Our financial statements for FY23 are on pages 125 to 188. 
No interim dividends were paid to shareholders during 
the period.

Given the uncertain macroeconomic outlook and the need 
to maintain liquidity, the Board continues to believe it is 
not prudent to recommend dividends in the near term and, 
therefore, do not recommend the payment of a final dividend 
in respect of FY23 (FY22: £nil). In addition, under the terms 
of our recent loan facility, the Company is restricted from 
declaring, making or paying dividends to shareholders 
without prior permission from Bantry Bay (lender), 
which cannot be unreasonably withheld.

Significant events since the end of the 
financial year
Details of significant events since the balance sheet date 
are contained in Note 38 to the financial statements.

Share capital, control and restrictions 
on voting rights
Details of our issued share capital are shown in Note 34 
to the financial statements on page 181.

We have one class of ordinary shares which carry no right 
to fixed income. Each share carries the right to one vote 
at general meetings. The ordinary shares are listed on the 
Official List and traded on the London Stock Exchange.

There are no restrictions on the transfer of ordinary shares 
other than:

•  Certain restrictions which may from time to time be 

imposed by laws and regulations (for example, insider 
dealing); and

•  Pursuant to the Listing Rules of the Financial Conduct 
Authority and Superdry’s share dealing code whereby 
certain employees of the Group require approval to 
deal in its ordinary shares.

We are not aware of any arrangements between shareholders 
that may result in restrictions on the transfer of securities 
and/or voting rights.

Authority for the Company to purchase its 
own shares
At the 2022 AGM, shareholders approved resolutions 
authorising the Company to repurchase up to 10% of its 
issued share capital, up to a maximum of 8,216,346 shares. 
The Board will propose a resolution to renew this authority 
at this year’s AGM.

Authority to allot shares
Specific powers relating to the allotment and issuance of 
ordinary shares and the ability of the Company to purchase 
its own securities are included within the Company’s Articles 
of Association and such authorities are submitted for approval 
by the shareholders at the AGM each year. The Directors 
have the authority to allot shares or grant rights to subscribe 
for or to convert any security into shares in the Company.

At the 2022 AGM, shareholders approved resolutions 
authorising the Company to:

•  Allot shares up to an aggregate nominal value of £1,369,391 
(representing one third of our issued share capital as at 
30 September 2022);

•  Disapply pre-emption rights for cash issues of ordinary 
shares with a nominal value of £205,409 (representing 
approximately 5% of our issued share capital as at 
30 September 2022); and

• 

In accordance with the Pre-Emption Group’s Statement 
of Principles, disapply pre-emption rights for cash issues 
in respect of up to an additional 5% of our issued share 
capital, provided that allotment was used only for the 
purposes of financing a transaction which the Board 
determined to be an acquisition or other capital 
investment (within the meaning of The Pre-Emption 
Group’s Statement of Principles).

Resolutions will be proposed at this year’s AGM to   
renew these authorities. Further details are set out in   
the Notice of AGM.

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Notifiable interests in issued share capital
The following table shows the interests disclosed to the Company in accordance with DTR 5 as at 29 April 2023. 
Between 29 April 2023 and 23 August 2023 (being the latest practicable date before publication of this Annual Report), 
Julian Dunkerton’s shareholding increased to 26.3%.

These holdings may have changed since the Company was notified: notification of any change is not required until a further 
notifiable threshold is crossed.

Shareholder
Schroders Plc
Canaccord Genuity Group Inc on behalf of discretionary clients
Julian Dunkerton

No of voting rights at 
date of notification
3,968,350
4,152,500
19,998,135

% of voting rights at 
date of notification
4.8
5.1
24.3

Nature of holding   
Date of notification
(direct/indirect)
13 October 2022
Indirect
Indirect 16 November 2022
6 February 2023

Direct

Directors – appointment, election  
and re-election
The appointment and replacement of the Directors is 
governed by our Articles, the UK Corporate Governance 
Code, the Companies Act 2006 and related legislation. 
Any specific rules regarding the election and re-election 
of Directors are referred to in the Corporate Governance 
Report on pages 64 to 73. Biographical details of our 
Board members can be found on pages 62 to 63.

Directors and Directors’ interests
Details of the Board Directors can be found on pages 62 to 
63, including changes during the year.

The interests of the Directors and their closely associated 
persons in the shares of the Company as at 29 April 2023, 
along with the details of Directors’ share awards, are 
contained in the Directors’ Remuneration Report on 
pages 85 to 104.

No Director has any other interest in any shares or loan stock 
of any Group company or was or is materially interested in 
any contract, other than his or her service contract, which 
was subsisting during or existing at the year end and which 
was significant in relation to the Group’s business.

Details of Director indemnity provisions can be found in the 
Corporate Governance Report on page 73.

Related party transactions
Details of related party transactions can be found in Note 21 
on pages 163 and 164 of the financial statements. For details 
of Directors’ service contracts please refer to page 95 in 
the Directors’ Remuneration Report.

Share schemes
The Group presently operates three employee share 
schemes: Restricted Share Awards (RSAs), Save As You 
Earn (SAYE) and Buy As You Earn (BAYE). All shares allotted 
under these share schemes have the same rights as those 
already issued.

Under the BAYE share scheme, employees are entitled 
to acquire shares. These shares are held in trust by 
Computershare Trustees (Trustees). Voting rights are 
exercised by the Trustees on receipt of a participant’s 
instructions. If a participant does not submit an instruction to 
the Trustees, no vote is registered. In addition, the Trustees 
do not vote on any unawarded shares held under the BAYE 
scheme as surplus assets. The Trustees have also elected 
to waive dividends on any unawarded shares held under 
trust relating to dividends payable during the year. As at 
29 April 2023, the Trustees held 54,042 unawarded shares 
in trust.

Superdry’s Employee Benefit Trust has also waived all 
dividends payable in respect of the ordinary shares held by it.

Founder Share Plan
The Founder Share Plan (FSP), established on 12 September 
2017 by Julian Dunkerton and James Holder, did not vest, as 
the market value of the Company’s shares on the maturity 
date of 30 September 2020 did not achieve the value 
stipulated in the FSP agreement. No shares will be granted 
and the scheme expired on 30 September 2022.

Employees with disabilities
We are committed to giving full and fair consideration to 
candidates with disabilities, having regard to their aptitudes 
and abilities, and endeavour to provide reasonable adjustments 
for candidates throughout our recruitment and interview 
processes. Wherever possible, we seek to retain employees 
who become disabled during employment, and support them 
through their rehabilitation in the workplace. Our training 
and development programmes seek to be inclusive, 
offering both face-to-face and online options to ensure 
all employees are able to access the same opportunities.

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Significant agreements – change 
of control
The Company and certain subsidiaries of the Group 
have the benefit of a £80,000,000 revolving credit facility 
pursuant to a senior facility agreement dated 22 December 
2022. The Senior Facility Agreement contains provisions 
that, on the occurrence of a change of control in respect 
of the Company, the original lender shall have 30 days to 
access an individual right to (a) require payment in full for all 
outstanding amounts and unpaid liabilities under the Senior 
Facility Agreement, and (b) to require cash cover in respect 
of any outstanding obligations assumed by the original 
lender under the Senior Facility Agreement. The majority 
lenders at such time under the Senior Facility Agreement 
may also notify the agent following such change of control 
that the facility provided pursuant to the Senior Facility 
Agreement shall be cancelled in full.

Articles of Association
Any changes to the Articles of Association (Articles) must 
be approved by our shareholders by special resolution. 
Updated Articles were approved by our shareholders at 
our General Meeting on 31 May 2023.

Political donations
No political donations or political expenditure have been 
made by the Group during this financial year.

Non-financial and sustainability 
information statement
In accordance with Companies Act 2006 sections 414CA 
and 414CB, a non-financial and sustainability information 
statement can be found in the Strategic Report on page 26.

Other disclosures
The table below sets out the location of disclosures that 
have been incorporated into the Directors’ Report by 
reference, including those required by LR 9.8.4:

Disclosure
Annual General Meeting
Business relationships with suppliers, customers 
and others
Corporate Governance Report
Diversity and Inclusion Policy
Employee participation in share schemes
Employee engagement and communication
Environment
Financial instruments and financial risk management
Long-term incentive schemes
Risk management and internal control
Significant agreements

Page
73

2-61
64-73
75-76
106
45-46
30-43
176-180
149-150
77-84
107

Statement on disclosure of information  
to auditor
The Directors confirm that, so far as each is aware, there   
is no relevant audit information of which the auditor is 
unaware. Each of the Directors has taken all the steps he   
or she should have taken as a Director to make himself 
or herself aware of any relevant audit information and 
to establish that the auditor is aware of that information.   
This confirmation is given and should be interpreted in 
accordance with the provisions of s418 of Companies   
Act 2006.

This Directors’ Report was approved by the Board of 
Directors on 31 August 2023 and signed on its behalf.

By order of the Board

Jennifer Richardson
Company Secretary

31 August 2023

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Superdry plc Annual Report 2023Governance  →  Directors’ Responsibility Statement

Directors’ Responsibility Statement

The Directors are responsible for preparing the Strategic 
Report and the Directors’ Report, the Directors’ Remuneration 
Report, and the financial statements in accordance with 
applicable law and regulations.

Company law requires the Directors to prepare financial 
statements for each financial year. The Directors have 
elected under company law and are required under the 
Listing Rules of the Financial Conduct Authority to prepare 
the group financial statements in accordance with UK-
adopted International Accounting Standards. The Directors 
have elected under company law to prepare the Company 
financial statements in accordance with UK-adopted 
International Accounting Standards.

The Group and Company financial statements are required 
by law and UK-adopted International Accounting Standards 
to present fairly the financial position of the Group and the 
Company, and performance of the Group. The Companies 
Act 2006 provides in relation to such financial statements 
that references in the relevant part of that Act to financial 
statements giving a true and fair view are references to 
their achieving a fair presentation.

Under company law, the Directors must not approve the 
financial statements unless they are satisfied that they give 
a true and fair view of the state of affairs of the Group and 
the Company, and of the profit or loss of the Group for 
that period.

In preparing the Group and Company financial statements, 
the Directors are required to:

•  select suitable accounting policies and then apply 

them consistently;

•  make judgements and accounting estimates that are 

reasonable and prudent;

•  state whether they have been prepared in accordance 

Directors’ statement pursuant to the 
Disclosure and Transparency Rules
Each of the directors, whose names and functions are listed 
in the Corporate Governance Report confirm that, to the 
best of each person’s knowledge:

•  the financial statements, prepared in accordance with the 
applicable set of accounting standards, give a true and 
fair view of the assets, liabilities, financial position and 
loss of the Company and the undertakings included in 
the consolidation taken as a whole; and

•  the Strategic report contained in the Annual Report 

includes a fair review of the development and 
performance of the business and the position of 
the Company and the undertakings included in the 
consolidation taken as a whole, together with a 
description of the principal risks and uncertainties 
that they face.

The Directors consider the Annual Report and Accounts, 
taken as a whole, is fair, balanced and understandable 
and provides the information necessary for shareholders 
to assess the Company’s position and performance, 
business model and strategy.

The Directors are responsible for the maintenance and 
integrity of the corporate and financial information included 
on the Superdry website.

Legislation in the United Kingdom governing the preparation 
and dissemination of financial statements may differ from 
legislation in other jurisdictions.

Jennifer Richardson
Company Secretary

with UK-adopted International Accounting Standards; and

31 August 2023

•  prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the 
Group and the Company will continue in business.

The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain 
the Group’s and the Company’s transactions and disclose 
with reasonable accuracy at any time the financial position 
of the Company and enable them to ensure that the financial 
statements and the Directors’ Remuneration Report comply 
with the Companies Act 2006. They are also responsible for 
safeguarding the assets of the Group and the Company and 
hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.

Registered office: 
Unit 60, The Runnings, Cheltenham,   
Gloucestershire GL51 9NW

Registered in England and Wales,   
registered number 07063562

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Superdry plc Annual Report 2023Our Financials  →  Independent Auditor’s Report

Independent Auditor’s Report to the 
members of Superdry Plc

1. Opinion
We have audited the financial statements of Superdry plc 
(the ‘Parent Company’) and its subsidiaries (the ‘Group’) for 
the 52 week period ended 29 April 2023 which comprise the 
Group Statement of Comprehensive Income; the Group and 
Parent Company Balance Sheets; the Group and Parent 
Company Cash Flow Statements; the Group and Parent 
Company Statements of Changes in Equity; and notes to 
the financial statements, including significant accounting 
policies. The financial reporting framework that has been 
applied in the preparation of the Group financial statements 
is applicable law and UK-adopted International Accounting 
Standards. The financial reporting framework that has been 
applied in the preparation of the Parent Company financial 
statements is applicable law and UK-adopted International 
Accounting Standards and, as regards the Parent Company 
financial statements, as applied in accordance with the 
provisions of the Companies Act 2006.

In our opinion:

•  the financial statements give a true and fair view of the 

state of the Group’s and of the Parent Company’s affairs 
as at 29 April 2023 and of the Group’s loss for the period 
then ended;

•  the Group financial statements have been properly 

prepared in accordance with UK-adopted International 
Accounting Standards;

•  the Parent Company financial statements have been 
properly prepared in accordance with UK-adopted 
International Accounting Standards and as applied 
in accordance with the Companies Act 2006; and

•  the financial statements have been prepared in 

accordance with the requirements of the Companies 
Act 2006.

2. Basis for opinion
We conducted our audit in accordance with International 
Standards on Auditing (UK) (ISAs (UK)) and applicable law. 
Our responsibilities under those standards are further 
described in the Auditor’s responsibilities for the audit   
of the financial statements section of our report. We are 
independent of the Group and Parent Company in accordance 
with the ethical requirements that are relevant to our audit 
of the financial statements in the UK, including the FRC’s 
Ethical Standard as applied to listed public interest entities 
and we have fulfilled our other ethical responsibilities in 
accordance with these requirements. We believe that 
the audit evidence we have obtained is sufficient and 
appropriate to provide a basis for our opinion.

Our opinion is consistent with our reporting to the 
Audit Committee.

3. Material uncertainty relating to 
going concern
We draw attention to note 1b to the financial statements and 
the detailed information on pages 130 to 131, which indicates 
that a material uncertainty exists that may cast significant 
doubt on the Group and Parent Company’s ability to 
continue as a going concern.

The Group made a post-tax loss of £148.1m for the period.

The Group has an asset-based lending facility (‘ABL’) of 
up to £80m, including a term loan of £30m. These facilities 
expire in December 2025. The maximum amount that can be 
drawn on the ABL facility is limited to 75% of group inventory 
and receivables balances that meet the criteria for lending 
against. At any point in time this could be significantly less 
than £80m. At the period end, £48m of the ABL facility 
had been drawn down with the Group’s net debt position 
at £25.6m.

Post period end the Group has agreed a second charge 
ABL financing facility of up to £25m and has successfully 
completed an equity raise generating net proceeds of 
£11.5m and received settlement of the net proceeds 
from the sale of certain intellectual property of £34m.

However, the macro-economic conditions within the retail 
sector and the economy as a whole remain challenging and 
in response the Group has sought to implement a number of 
operational and cost saving measures as set out in note 1b 
to the financial statements.

Against this background, the Group’s medium-term plan 
has been used as a basis for the going concern assessment 
which covers the 12-month period from the date of approval 
of these financial statements. The medium-term plan 
assumes that the Group will be successful in increasing 
gross margins and reducing costs across the business. 
However, given the current uncertainty in the retail sector 
and adverse economic pressure brought about by high 
inflation and the cost-of-living crisis there remains 
uncertainty in relation to the key judgements and 
assumptions that underpin the Group’s financial forecasts.

The Audit Committee has considered the adoption of the 
going concern basis of accounting as a key judgement and 
estimate on page 79 and notes that there is a high level of 
uncertainty as a result of the current economic outlook and 
business performance.

These factors along with the other matters as set forth in 
note 1b to the financial statements, indicate that a material 
uncertainty exists that may cast significant doubt on the 
Group and the Parent Company’s ability to continue as 
a going concern.

Our opinion is not modified in respect of this matter.

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In auditing the financial statements, we have concluded that 
the Directors’ use of the going concern basis of accounting 
in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Group 
and Parent Company’s ability to continue to adopt the going 
concern basis of accounting included:

•  Reviewing agreements and correspondence relating to 

the availability of financing arrangements

•  Obtaining an understanding of the relevant controls 

around going concern models

•  Gaining an understanding of management’s going 

concern models and the financing facilities available to 
the Group, including repayment terms and covenants.

•  Obtaining evidence that the budgets and forecasts have 

been authorised by the Board.

•  Checking the mathematical accuracy of management’s 
cashflow models and agreeing opening balances to 
29 April 2023 actual figures.

•  Reviewing the structure, integrity and accuracy of the 

underlying financial models

•  Critically challenging whether the assumptions in 

management’s base model appear realistic, achievable 
and consistent with other internal and external evidence, 
including market and industry data. This included 
assessing the likelihood of achievement of management’s 
future plans and cost saving measures to improve its cash 
flow position. In performing this assessment, we assessed 
which are the riskiest assumptions in management’s 
forecasts to perform further testing and sensitivities on

•  Assessing whether the assumptions applied in 

management’s forecasts are consistent with those 
applied elsewhere in the financial statements, such as in 
relation to the assessment of property related provisions 
and deferred tax recognition

•  Comparing forecast sales with recent historical 

information to consider the accuracy of forecasting 
and consider post period-end sales patterns to assess 
whether they are consistent with those assumed in the 
base model

•  Assessing the forecast monthly cash headroom in 

management’s forecasts and considering the impact of 
this on the appropriateness of the sensitivities performed

•  Testing management’s sensitivity analysis and reverse 
stress test and performing our own analysis based on 
further sensitising of the models to take account of 
reasonably possible scenarios that could arise from 
the risks identified

•  Assessing the consistency, adequacy, and specificity of 
disclosures in the Viability statement and elsewhere in 
the financial statements and

•  Challenging the appropriateness of the Group and Parent 
Company’s disclosures over the going concern basis and 
the material uncertainty arising with reference to our 
knowledge and understanding of the assumptions taken 
by the Directors and recent FRC guidance.

Given the significance of the going concern basis to the 
Group and Parent Company’s financial statements we 
consider this to be a key audit matter.

As a key observation, we draw attention to note 1b to the 
financial statements which sets out details of the reverse 
stress test performed by management as part of their 
assessment of viability and going concern. This indicates 
that the reverse stress test scenario shows that, without 
any mitigating factors or contingency, a reasonably feasible 
downside scenario in sales and missing the cost savings 
would require funding in excess of the Group’s available 
facility at certain points in the period. In fact, management’s 
reverse stress test scenario indicates that a 2.6% (£14m) 
reduction in forecast revenues and a 2.6% miss on the 
forecast cost base would result in a breach of available 
facilities in July 2024 without mitigating actions.

In relation to the reporting on how the Group has applied the 
UK Corporate Governance Code, we have nothing material 
to add or draw attention to in relation to:

•  the Directors’ statement in the financial statements about 
whether the Directors considered it appropriate to adopt 
the going concern basis of accounting; and

•  the Directors’ identification in the financial statements of 

the material uncertainty related to the Group’s and Parent 
Company’s ability to continue as a going concern over a 
period of at least twelve months from the date of approval 
of the financial statements.

Our responsibilities and the responsibilities of the directors 
with respect to going concern are described in the relevant 
sections of this report.

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4. Summary of our audit approach

Key audit matters

Group
•  Going concern and viability (see section 3 above)

• 

• 

Impact of control deficiencies

Inventory cost variances – system alignment

Impairment of store assets and onerous lease contracts

• 
•  Recoverability of deferred tax asset

Inventory provision

• 
•  Expected credit losses in relation to wholesale receivables

Parent Company
• 

Impairment of investment in subsidiaries and expected credit losses on intercompany loans

Materiality

Group
•  Overall materiality: £3.11m
•  Performance materiality: £1.56m

Parent Company
•  Overall materiality: £0.57m
•  Performance materiality: £0.28m

Scope

Our audit procedures covered 90% of revenue, 86% of total assets and 89% of loss before tax.

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5. Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group 
and Parent Company financial statements of the current period and include the most significant assessed risks of material 
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit 
strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These matters were 
addressed in the context of our audit of the Group and Parent Company financial statements as a whole, and in forming our 
opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified 
by our audit.

In addition to the matter described in the Material uncertainty related to going concern section discussed above we have 
determined the matters described below to be the key audit matters to be communicated in our report.

Impact of control deficiencies

Key audit matter 
description

The Group’s control environment continues to require significant improvement. Whilst management 
have started to implement a controls improvement and finance transformation project, progress has 
been hampered during the period as a result of a focus on issues related to liquidity and refinancing.

Whilst some progress has been made, including the partial implementation during the period of Blackline 
(a reconciliation tool) and SoftCo (an accounts payable automation system), control weaknesses 
remain particularly around management review controls, balance sheet reconciliations, inventory, 
the operation of system interfaces and general IT control deficiencies relating to access and change 
management controls.

During the period management have made progress resolving previously reported issues relating 
to accounts payable and an increased focus on balance sheet reconciliations identified a number 
of material adjustments which impacted both FY 23 and prior periods. These adjustments primarily 
related to the correction of overstated receivable balances and an error in the accounting treatment 
of disposed impaired assets and are set out in note 37 to the financial statements.

Previously identified issues with controls over inventory costing and accounting for price and quantity 
variances have only been partially resolved and, as noted below, there remains an unresolved issue 
relating to the inventory system alignment account which captures interface differences between 
the Group’s various inventory systems and the general ledger.

The misstatements identified are indicative of the ongoing control issues within the Group as highlighted 
above. Due to the pervasiveness of the control deficiencies and their potential impact on the financial 
statements, we consider this to be a key audit matter.

The control environment will continue to be a significant area of focus for the Audit Committee in the 
forthcoming period as discussed in their Report on page 83.

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Impact of control deficiencies continued

How the matter 
was addressed 
in the audit

We adopted an almost fully substantive audit approach, with no reliance on internal controls, other than 
for payroll. We planned and performed our audit in order to respond to the pervasive risks arising from 
the deficiencies in the control environment.

In response to the assessed risks we:

•  Performed agreed upon procedures prior to the period end to review progress in addressing balance 

sheet reconciliations and in order to identify any additional risks.

•  Applied a lower performance materiality (being 50% of overall materiality) than would be ordinarily 

used if the control environment had been deemed effective. This increased the volume of substantive 
testing completed.

•  Tested a number of transactional balances (including accounts payable, trade debtors, cash and 

inventory) at an elevated risk level and applying an increased level of sample testing.

•  Performed additional procedures to identify and address fraud risks, including holding discussions 
with a forensic specialist and performed targeted procedures in relation to specific fraud risks, 
including the risk of management override of controls. Where key audit matters include a risk of fraud, 
the risks identified, and procedures performed are detailed within the key audit matters set out below.

•  Discussed progress made in addressing control improvements with Internal Audit and key members 

of the Finance Transformation Team and considered the implications for our audit.

•  Utilised senior members of the audit team to perform audit testing directly in the more complex areas 
of accounting, including inventory variance accounting, IFRS 16, store impairments, going concern, 
and the audit of the Group’s consolidation.

•  Applied data analytics in our testing, particularly with regards to revenue and inventory where there 

are large volumes of transactional data and to the testing of journals.

• 

Interrogated spreadsheets to detect formula errors and other anomalies including in relation to 
management’s excel going concern and impairment models.

Given the complexity in this area, this work has been performed by more senior members of the 
audit team.

Key observations

There is still considerable work to be done by management to address deficiencies within the control 
environment and the finance transformation project is less advanced than planned, partially due to a 
refocus on issues of liquidity.

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Inventory cost variances – system alignment

Key audit matter 
description

The Group maintains a system alignment account within its trial balance, which historically has captured 
timing differences between its underlying stock systems and the general ledger.

During FY23, it was identified that the amounts within this account had accumulated significantly and 
that the reasons for this accumulation were unknown. These balances continued to accumulate to a 
peak of £8.6m during the period.

Management undertook a review, as part of a reconciliation process, which identified a number of 
compensating issues, primarily arising from system and process errors affecting interfaces and reports.

Whilst several adjustments were identified by management, the most significant element related to 
freight costs which were not being interfaced correctly between systems.

As a result of their investigations, management released £7.8m of this balance to the income statement 
and the remaining £0.9m still remains under investigation by management and is held on the balance 
sheet at 29 April 2023. 

How the matter 
was addressed 
in the audit

We obtained an understanding of how management performed their review of the differences arising 
within the system alignment account and their approach to assessing the completeness of adjustments 
identified. We challenged the assertions made by management in their account reconciliation through:

•  Obtaining and reviewing management’s paper outlining the reasons for the accumulation of the 

balance within the system alignment account.

•  Corroborating the explanations given by management in their paper to supporting data and 

reconciliations prepared by management.

•  Testing a sample of lines from within the system alignment account and confirming these related to 

inventory balances as at the period end, or if not, were corrected accordingly, and therefore inventory 
is appropriately stated as at the period end.

•  Testing, on a sample basis, the freight cost recorded in stock systems within the period.
•  Re-performing a reconciliation between the underlying inventory systems and the amounts recorded 

within the general ledger.

•  Performing substantive tests on the underlying inventory systems to corroborate base figures within 

management’s reconciliation.

•  Challenging the completeness of adjustments recorded by management.

Key observations

Our procedures did not identify any unresolved material differences.

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Impairment of store assets and onerous lease contracts

Key audit matter 
description

As a result of the macro-economic factors, reduction in consumer disposable income and changing 
patterns of retail consumer behaviour, particularly in relation to physical stores, the Group identified 
that there were indications of impairment in relation to store assets and IFRS 16 right of use assets 
and related PPE (“property related assets”) and provisions in respect of onerous lease contracts.

As required by IAS 36 (Impairment of Assets) the Group has performed an impairment review of all 
such assets. As a result of this review, a total net impairment charge of £43.3m (2022:£16.8m) has been 
recognised in the financial statements of which £3.4m relates to store assets (2022: £2.4m) and £37.6m 
relates to right of use assets (2022:£14.4m). An onerous lease charge of £2.3m, (2022) £1.5m has also 
been recognised in these financial statements.

As described in note 2 to the financial statements, the impairment review involves management 
judgements and estimates in relation to the value in use of the property related assets (being the net 
present value of the forecast related cashflows. The values derived are then compared to the book 
value of the related assets to determine whether impairment is required. In making this assessment 
management determined each property or store to be a cash generating unit (CGU).

The store asset impairment review process involves management making several estimates to 
determine the value in use of the stores, which is determined based on the forecast future trading 
performance in the Group’s 5-year plan (5YP). There continues to be uncertainty and, as a result, 
significant judgement arises in assessing the Group’s future performance including the determination 
of an appropriate discount rate and an assessment of the likely impact of high inflation and reduced 
consumer disposable income.

Furthermore, the impairment and onerous property related contract model is complex and is prepared 
using Excel spreadsheets which increases the scope for error. This exercise involves a high level of 
management judgement and is therefore, given the carrying value of store assets and onerous property 
contract provisions, deemed to be a significant risk with a high degree of estimation uncertainty.

Due to the factors explained above, we have identified valuation and disclosure of property related 
assets as one of the most significant matters in the Group audit and it is therefore considered to be 
a key audit matter.

How the matter 
was addressed 
in the audit

We obtained an understanding of how management performed their impairment testing of property 
related assets and their approach to valuation.

We challenged the significant assumptions within management’s models through:

•  Critically challenging whether the assumptions in management’s forecasts appear realistic, achievable, 

and consistent with other internal and external evidence, including market and industry data.

•  Assessing whether management’s calculations, including the methodology upon which they are based, 
have been made in accordance with IAS 36 ‘Impairment of Assets’ for any impairment recognition 
or reversal of impairment and IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.

•  Testing whether the assumptions applied in management’s forecasts were consistent with those 
applied elsewhere in the financial statements, such as for going concern and deferred tax asset 
recognition and consistent with those used in management’s 5-year plan.

•  Comparing forecast sales with recent historical information to consider the accuracy of forecasting 
and post period end sales patterns to assess whether they are consistent with those assumed in 
management’s forecasts.

•  Engaging our modelling experts to assess the validity and integrity of management’s model.
•  Comparing the discount rate used with that independently calculated by our internal valuation expert.
•  Challenging management’s allocation of central costs within their forecast models.
•  Challenging management’s sensitivity analysis and performing our own analysis based on further 
sensitising of the models to take account of reasonably possible scenarios that could arise from 
the risks identified.

•  Critically evaluating the appropriateness of the disclosures made, including in respect of the key 

source of estimation uncertainty and sensitivity analysis.

We assessed whether the disclosures within the financial statements comply with the requirements 
of IAS 36.

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Impairment of store assets and onerous lease contracts continued

Key observations

Our audit work in relation to property related assets concluded that the Group’s impairment models had 
been prepared in accordance with IAS 36.

However, the impairment models and the Group’s 5-year plan on which they are based are subject to 
significant management judgement as to the future performance of the Group, the ability to manage 
costs and a return to profitability. Given that store impairment and onerous contract provision is a 
critical accounting estimate, and the uncertainties involved in forecasting the Group’s future trading 
performance the disclosures in note 2 to the financial statements regarding the key judgements and 
sensitivities underlying the 5-year plan provide important information in relation to the impact of a 
reasonably possible change in key assumptions.

Recoverability of deferred tax asset

Key audit matter 
description

How the matter 
was addressed 
in the audit

Deferred tax assets should only be recognised in jurisdictions for which the Group has a strong track 
record of cumulative historical profitability, for which financial forecasts show suitable taxable profits 
or future reversals of existing taxable temporary differences and for which local legislation allows the 
carry forward of tax losses and deductible temporary differences either indefinitely or over the forecast 
period. As set out in note 22 to the financial statements, at 30 April 2022 the deferred tax asset recognised 
largely related to the UK (£53.3m) and Germany (£9.7m), with the £36.0m of unrecognised deferred tax 
assets largely relating to the US. At 29 April 2023 there are deferred tax assets related to carry forward 
losses of £125.3m (2022 £34.6m) and it is necessary to apply judgement as to whether these assets 
should be recognised in the Group balance sheet.

Under IAS 12 ‘Income Taxes’, a deferred tax asset is recognised for deductible temporary differences 
and unused tax losses (tax credits) carried forward, to the extent that it is probable that future 
taxable profits will be available. Management must prepare forecasts which are reasonable, realistic, 
and achievable to be able to demonstrate this. Given the judgement and estimation applied in the 
preparation of forecasts and the uncertainty in the Group’s economic environment, we have identified 
this as one of the most significant matters in the Group audit and therefore determined it to be a key 
audit matter.

In responding to the risk, we:-

•  Obtained an understanding of the relevant controls around the calculations of deferred tax assets 

and the recognition in the financial statements.

•  Examined management’s paper prepared to demonstrate the recognition of deferred tax assets.
•  Challenged whether the assumptions applied in management’s forecasts which support 
management’s assessment are consistent with those applied elsewhere in the financial 
statements, such as in relation to the assessment of going concern and property related provisions.

•  Challenged the appropriateness of the period applied in management’s assessment and whether 
management can demonstrate whether it is probable that future taxable profits will be available to 
relieve against the losses recognised.

•  Assessed, with the assistance of our internal tax specialists, whether the qualifying taxable temporary 

differences identified are appropriate.

•  Evaluated the appropriateness of the disclosures made, including in respect of whether this 
constitutes key source of estimation uncertainty and also whether the observations raised in 
respect of the FRC’s Thematic review on Deferred tax assets have been addressed.

•  Challenged whether it was appropriate to recognise deferred tax assets given the material 

uncertainty relating to going concern.

Key observations

As a result of our challenges management have fully derecognised deferred tax assets related to carry 
forward losses except to the extent they can be utilised through temporary taxable differences of £6.6m 
which will reverse in the short term.

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Inventory provision

Key audit matter 
description

How the matter 
was addressed 
in the audit

As at 29 April 2023, the Group held £112.5m of inventory (FY22: £132.7m). The inventory provision 
was £3.8m (FY22: £6.1m), representing 3.3% (FY22: 5%) of the balance (see note 23 to the 
financial statements).

The Group accounting policy for providing for slow moving inventory is based upon the ageing of 
inventory by season, with a percentage provision applied which reflects the actual historical rate of 
losses made. In addition, specific provisions are made for known product ranges which management 
considers are unlikely to be sold at a margin through regular clearance channels.

The valuation of inventory involves management judgement in recording provisions for slow moving 
or obsolete inventory, and excess inventory held as a result of reduced trading previously caused by 
global coronavirus restrictions and unsold Autumn/Winter 2020 concept inventory which didn’t achieve 
expected levels of sell through.

Inventory is material to the Group accounts, and provisioning against balances is subject to management 
judgement. In particular, provisioning not linked to ageing (the obsolescence provisioning is formulaic, 
and the methodology is unchanged from prior period) is subject to judgement as it involves assessment 
of future performance of stock lines through different sales channels.

Based on the trading within the period and challenges in selling through older inventory, there is a risk that 
the provision against inventory balances in insufficient and accordingly we have identified this as one of 
the most significant matters in the Group audit and therefore determined this to be a key audit matter.

In responding to the risk, we:

•  Obtained an understanding of the relevant controls that the Group has established regarding the 

inventory provision.

•  Compared the methodology applied in calculating the slow-moving inventory obsolescence provision 

to the Group’s policy and recalculated the provision, with reference to the policy.

•  Used data analytics on transactional activity to obtain a listing of slow moving, obsolete or damaged 

inventory and evaluated whether appropriate provisions had been made for these items and 
challenged management over any items not provided for.

•  Applied data analytics to identify inventory that had been sold for below cost in the period and 

considered the implications for the provisioning model.

•  Reviewed the elements of the provisioning model driven by seasonality data and recalculated the 

provision in line with management’s methodology.

•  Determined the accuracy of the data used in the inventory provision calculation by testing the season 

ageing of a sample of inventory items back to supplier invoice.

•  Challenged management on the appropriateness of specific provisions in the light of the latest 

available evidence.

•  Tested the sell through of inventory by category including reviewing the terms of any bulk selling 

arrangements including management’s planned disposal for disposal of surplus inventory.

•  Evaluated the appropriateness of management’s assumptions by benchmarking against other 

retailers, reviewing post period-end sales data and reviewing historical trends.

Key observations

From the work performed above, we concluded that the level of inventory provision is appropriate.

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Expected credit losses in relation to wholesale receivables

Key audit matter 
description

Wholesale receivables as at 29 April 2023 were £49.8m (2022: £60.7m) with a provision for expected 
credit losses of £6m (2022 £4.7m) (see note 24 to the financial statements)

How the matter 
was addressed 
in the audit

Under IFRS 9, management is required to consider all expected credit losses based on historic, current, 
and forward-looking information. In addition to recording a specific provision against individual 
receivable balances, management recognises a provision for expected credit losses under the 
simplified approach permitted by IFRS 9, by modelling an estimate of future lifetime expected 
credit losses for the entire receivables book.

Due to the cost-of-living crisis and ongoing challenges within the global economy, there continues to 
be a heightened risk around the recoverability of wholesale receivables.

Wholesale trade receivable balances are material to the accounts, moreover, the assessment of 
their recoverability involves significant judgment by management. Accordingly, we have considered 
expected credit losses in relation to wholesale receivables to be one of the most significant matters 
in the Group audit and therefore determined this to be a key audit matter.

In responding to the risk, we:

•  Obtained an understanding of the relevant controls regarding management’s provisioning policy 

and the assessment of expected credit losses.

•  Agreed a sample of wholesale receivables to supporting documentation, including external 

confirmations, where returned, and to subsequent payments.

•  Assessed subsequent cash receipts and write offs with reference to the provision recognised 

by management.

•  Assessed management’s provisioning policy. This work included considering compliance with the 

requirements of IFRS 9, checking the mechanical accuracy of the model, considering expected credit 
losses by country and validating country specific risk factors to external reports in light of the current 
macroeconomic environment.

•  Assessed the historical accuracy of management’s provisioning through a retrospective review of 

the level of provision recorded in prior periods compared to the actual level of write-offs in the period.

•  Reviewed receivables which were past due and assessed whether an allowance should be made 

against any additional balances.

•  Evaluated consistency with information obtained through other parts of our audit, including our review 

of litigation, claims and disputes.

•  Selected a sample of the customers provided for within the specific provision, and a sample of 
customers not provided for within the specific provision, and challenged the level of provision 
against each customer.

Key observations

Following our challenge as to whether certain provisions were genuine specific provisions calculated 
in accordance with IFRS 9, management amended their calculation to eliminate non-specific elements.

Additionally, we challenged management regarding their IFRS 9 methodology and the degree to 
which this took account of effective credit insurance cover and as to whether an expected credit loss 
provision should be recognised against a specific wholesale receivable balance that was unprovided. 
As a result of our challenge, management increased the specific expected credit loss provision against 
this balance by £0.7m and in relation to uninsured debtors by £0.4m. 

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Superdry plc Annual Report 2023Our Financials  →  Independent Auditor’s Report

Impairment of investment in subsidiaries and expected credit losses on intercompany loans – Parent Company

Key audit matter 
description

The carrying value of the investment in subsidiaries (note 20 to the financial statements) of £74.3m 
(2022: £140.6m) and the intercompany receivables (note 24 to the financial statements of £241.1m 
(2022: £211.4m) held on the Parent Company balance sheet have been assessed for impairment 
by reference to IAS 36 ‘Impairment of Assets’ and IFRS 9 ‘Financial instruments’ respectively.

How the matter 
was addressed 
in the audit

The Group’s market capitalisation has declined further during the period and at period end was below 
the carrying value of the Parent Company’s investment in subsidiaries. Judgement is therefore required 
as to whether the investment value should be impaired and whether the intercompany receivables 
are recoverable.

In assessing the recoverability of the intercompany receivables, management has considered a range 
of possible credit loss outcomes in their model. In assessing the carrying value of the investment in 
subsidiaries, the Board’s medium-term plan has been used to estimate the value-in-use of each of the 
subsidiaries held. This is the same medium-term plan used for the store impairment, onerous property 
related contract provision, going concern and long-term viability assessments.

As discussed in our key audit matters on going concern and the store asset impairment and onerous 
property related contract provision, the forecast performance of the business is subject to uncertainty. 
An impairment charge of £67.2m (FY22: £97.7m) has been recognised in relation to the investment in 
subsidiaries and a loan loss allowance of £136.6m (FY22: £15.6m) has been recognised in relation to 
intercompany balances.

Refer to note 2 for the assessment undertaken, the resulting impairment recorded, and 
sensitivity disclosures.

Given the significance of the investment and intercompany loan balances in the Parent Company 
balance sheet and the judgement required in applying IAS 36 and IFRS 9 we consider accounting 
for these balances to be a key audit matter.

To respond to this key audit matter, we have:

•  Obtained an understanding of the relevant controls in place around the models used to calculate the 
carrying value of the investment in subsidiaries and the recoverability of intercompany receivables.

•  Challenged the key assumptions within management’s forecasts including assessing whether these 

are consistent with internal and external evidence, including actual performance in the financial period 
and market and industry data in the forecast period.

•  Tested the mechanical accuracy of management’s model and testing the data used in management’s 

calculations by verifying this to supporting documentation.

•  Assessed the methodology applied in reviewing the investments for impairment and assessing the 
recoverability of intercompany balances, with reference to the requirements of IAS 36 Impairment 
of Assets and IFRS 9 Financial instruments respectively.

•  Compared the economic value of the Group implied by the impairment model to the Group’s market 

capitalisation over FY23 in order to challenge the tenure of the cash flows used in the impairment model.

•  Considered the consistency of the forecasts applied in these calculations with forecast information 

assessed as part of store impairments, going concern and other areas of the audit.

•  Considered the appropriateness of management’s impairment of investment in subsidiaries and 

expected credit loss provision’s sensitivity analysis to reasonably possible changes in their 
assumptions, including downsides.

•  Evaluated the appropriateness of the disclosures made, including in respect of the key source of 

estimation uncertainty and sensitivity analysis.

•  Evaluated management’s assessment as to whether the offsetting criteria under IAS 32 has been 

met or not, and on this basis whether the intercompany receivables and intercompany payables are 
appropriately presented.

Key observations

We challenged management on a number of aspects of the impairment in the investment model and the 
intercompany receivable which was not initially properly prepared in accordance with IAS 36 or IFRS 9.

As a result of our challenges, management reworked their models and recognised an additional 
impairment charge in relation to the Parent Company’s investments in subsidiaries and intercompany 
receivables due.

119

Superdry plc Annual Report 2023Our Financials  →  Independent Auditor’s Report

Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and 
extent of our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial 
statements as a whole,could reasonably influence the economic decisions of the users we take into account the qualitative 
nature and the size of the misstatements. Based on our professional judgement, we determined materiality as follows:

Overall materiality

£3.11m (2022: £3.0m)

£0.57m (2022: £2.9m)

Group

Parent Company

Basis for determining 
overall materiality

Rationale for 
benchmark applied

0.5 % of revenue (2022 0.5%)

Equivalent to 0.2% of total assets (2022 1.8% of 
net assets capped at 95% of Group materiality)

In our professional judgement we consider 
revenue to be the most appropriate benchmark 
to determine materiality given that it is a more 
stable measure than (loss)/profit before tax

In our professional judgement we consider total 
assets to be the appropriate measure given that 
the Company is primarily a holding company for 
the Group

Performance materiality

£1.56m (2022: £1.8m)

£0.28m (2022: £1.74m)

Basis for determining 
performance materiality

50% of overall Group materiality (2022: 60% of 
overall Group materiality)

50% of overall Parent Company materiality 
(2022: 60% of overall Parent Company 
materiality)

Reporting of 
misstatements to 
the Audit Committee

Misstatements in excess of £0.15m 
(2022: £0.15m) and misstatements below that 
threshold that, in our view, warranted reporting 
on qualitative grounds. 

Misstatements in excess of £0.15m 
(2022: £0.15m and misstatements below 
that threshold that, in our view, warranted 
reporting on qualitative grounds.

In determining performance materiality, we considered the following factors:

•  The fact that this was the first audit we had performed following our appointment as auditor;
•  Our risk assessment, including our assessment of the Group’s overall control environment in the light of the number of 

control deficiencies identified during the current and previous audits (as detailed within the key audit matter above); and

•  The value and quantum of corrected and uncorrected misstatements reported by the previous auditor in prior periods 
and our expectation of the likelihood of misstatements occurring in the current period as a result of the continuing 
control deficiencies.

120

Superdry plc Annual Report 2023Our Financials  →  Independent Auditor’s Report

An overview of the scope of our audit
Our audit approach was based on a thorough 
understanding of the Group’s business and is risk based, 
and in particular included:

•  Evaluation of identified components to assess the 

significance of each component and to determine the 
planned audit response based on a measure of materiality. 
This included significance as a percentage of the Group’s 
revenue, total assets and adjusted loss before tax;

•  For those components that were evaluated as significant, 
or likely to include significant risks, either a full-scope 
or targeted approach was taken based on their relative 
materiality to the Group, and our assessment of the audit 
risk. For significant components requiring a full-scope 
approach, we evaluated controls over the financial 
reporting systems identified as part of our risk 
assessment and addressed critical accounting matters. 
Substantive testing was performed on significant classes 
of transactions and balances, and other material balances, 
determined during the Group scoping exercise;

•  Full scope audit procedures have been performed on the 

financial statements of Superdry PLC, and on the financial 
information of the main components being DKH Retail 
Limited, C-Retail Limited, SuperGroup Internet Limited;

• 

In addition, specified audit procedures were performed 
on 3 components;

•  Our audit work at the components was planned and 
performed at levels of materiality applicable to each 
individual component which were lower than Group 
materiality and ranged from £0.56m to £2.35m.

The coverage achieved by our audit procedures was:

At the Group level we also tested the consolidation 
process and carried out analytical procedures to confirm 
our conclusion that there were no significant risks of 
material misstatement of the aggregated financial 
information of the remaining components not subject 
to audit or audit of specified account balances.

All audit work for the purpose of expressing an opinion 
on the Group’s financial statements was performed by 
the Group audit team as the accounting records are held 
centrally, with the exception of inventory counts which 
were performed by local country RSM audit teams under 
the direction of the Group audit team.

The operations that were subject to full-scope audit 
procedures made up 76% of consolidated revenues,   
84% of total assets and 85% of loss before tax.

The operations that were subject to specified audit 
procedures made up 13% of consolidated revenues,   
2% of total assets and 4% of loss before tax; and

The remaining operations of the Group were subject to 
analytical procedures over the balance sheet and income 
statements of the relevant entities with a focus on applicable 
risks identified above. This made up 11% of consolidated 
revenues, 14% of total assets and 11% of loss before tax.

Revenue

Total assets

Loss before tax

■  Full scope 76%
■  Specified audit procedures 13%
■  Analytical procedures 11%

■  Full scope 84%
■  Specified audit procedures 2%
■  Analytical procedures 14%

■  Full scope 85%
■  Specified audit procedures 4%
■  Analytical procedures 11%

Analytical procedures at Group level were performed for the remaining components.

The Parent Company was subject to a full scope audit for the purposes of the Group and Parent Company financial statements.

121

Superdry plc Annual Report 2023Our Financials  →  Independent Auditor’s Report

The impact of climate change on the audit
In planning our audit, we considered the potential impact 
of the possible risks arising from climate change on the 
Group’s and Parent Company’s business and financial 
statements and obtained an understanding of how 
management identifies and responds to climate-related 
risks. Further information on the Group’s commitments is 
provided in the Group’s Task Force for Climate-Related 
Financial Disclosures (“TCFD”) disclosures on page 30.

As part of our audit, we have performed a risk assessment, 
including making enquiries of management, reading board 
minutes and applying our knowledge of the Group and 
Parent Company and the sector within which they operate, 
to understand the extent of the potential impact of climate 
change on the financial statements.

Taking account of the nature of the business, our findings in 
respect of impairment testing and review of the director’s 
going concern and viability assessments, and their 
insensitivity to changes in regulation, weather patterns and 
business activities, we have not assessed climate-related 
risk to be significant to our audit. There was also no impact 
on our key audit matters.

In accordance with our obligations with regards to other 
information, we have read the Group’s TCFD statement 
and in doing so have considered whether those disclosures 
are materially inconsistent with the financial statements, 
or our knowledge obtained during the course of the audit, 
or otherwise appear to be materially misstated.

We have not been engaged to provide assurance over the 
accuracy of the climate-related risk disclosures set out on 
pages 30 to 41 within the Annual Report.

Other information
The other information comprises the information included 
in the annual report other than the financial statements and 
our auditor’s report thereon. The directors are responsible 
for the other information contained within the annual report. 
Our opinion on the financial statements does not cover 
the other information and, except to the extent otherwise 
explicitly stated in our report, we do not express any form 
of assurance conclusion thereon.

Our responsibility is to read the other information and, 
in doing so, consider whether the other information is 
materially inconsistent with the financial statements, 
or our knowledge obtained in the course of the audit 
or otherwise appears to be materially misstated. If we 
identify such material inconsistencies or apparent material 
misstatements, we are required to determine whether 
this gives rise to a material misstatement in the financial 
statements themselves. If, based on the work we 
have performed, we conclude that there is a material 
misstatement of this other information, we are required 
to report that fact.

We have nothing to report in this regard.

122

Opinions on other matters prescribed by 
the Companies Act 2006
In our opinion, the part of the directors’ remuneration report 
to be audited has been properly prepared in accordance 
with the Companies Act 2006.

In our opinion, based on the work undertaken in the course 
of the audit:

•  the information given in the Strategic Report and the 

Directors’ Report for the financial period for which the 
financial statements are prepared is consistent with the 
financial statements and those reports have been prepared 
in accordance with applicable legal requirements;

•  the information about internal control and risk 

management systems in relation to financial reporting 
processes and about share capital structures, given in 
compliance with rules 7.2.5 and 7.2.6 in the Disclosure 
Rules and Transparency Rules sourcebook made by the 
Financial Conduct Authority (the FCA Rules), is consistent 
with the financial statements and has been prepared in 
accordance with applicable legal requirements; and

• 

information about the company’s corporate governance 
code and practices and about its administrative, 
management and supervisory bodies and their 
committees complies with rules 7.2.2, 7.2.3 and   
7.2.7 of the FCA Rules.

Matters on which we are required to report 
by exception
In the light of the knowledge and understanding of the Group 
and the Parent Company and their environment obtained in 
the course of the audit, we have not identified material 
misstatements in the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters 
in relation to which the Companies Act 2006 requires us to 
report to you if, in our opinion:

•  adequate accounting records have not been kept by the 
Parent Company, or returns adequate for our audit have 
not been received from branches not visited by us; or

•  the Parent Company financial statements and the part of 
the directors’ remuneration report to be audited are not in 
agreement with the accounting records and returns; or

•  certain disclosures of directors’ remuneration specified by 

law are not made; or

•  we have not received all the information and explanations 

we require for our audit.

Superdry plc Annual Report 2023Our Financials  →  Independent Auditor’s Report

Corporate governance statement
We have reviewed the directors’ statement in relation to 
going concern, longer-term viability and that part of the 
Corporate Governance Statement relating to the Parent 
Company’s compliance with the provisions of the UK 
Corporate Governance Code specified for our review   
by the Listing Rules.

Based on the work undertaken as part of our audit, we 
have concluded that each of the following elements of the 
Corporate Governance Statement is materially consistent 
with the financial statements and our knowledge obtained 
during the audit:

•  Directors’ statement with regards the appropriateness of 
adopting the going concern basis of accounting and any 
material uncertainties identified set out on page 23;

•  Directors’ explanation as to their assessment of the 

Group’s prospects, the period this assessment covers 
and why the period is appropriate set out on pages 23-25;

•  Director’s statement on whether it has a reasonable 
expectation that the Group will be able to continue in 
operation and meets its liabilities set out on pages 23-25;

•  Directors’ statement on fair, balanced and understandable 

set out on page 107;

•  Board’s confirmation that it has carried out a robust 

assessment of the emerging and principal risks set out 
on page 47;

•  Section of the annual report that describes the review of 
effectiveness of risk management and internal control 
systems set out on page 82; and,

•  Section describing the work of the audit committee 

set out on page 78.

Responsibilities of directors
As explained more fully in the directors’ responsibilities 
statement set out on page 108, the directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view, and for such 
internal control as the directors determine is necessary to 
enable the preparation of financial statements that are free 
from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are 
responsible for assessing the Group’s and the Parent 
Company’s ability to continue as a going concern, disclosing, 
as applicable, matters related to going concern and using 
the going concern basis of accounting unless the directors 
either intend to liquidate the Group or the Parent Company 
or to cease operations, or have no realistic alternative but 
to do so.

Auditor’s responsibilities for the audit of 
the financial statements
Our objectives are to obtain reasonable assurance about 
whether the financial statements as a whole are free from 
material misstatement, whether due to fraud or error, 
and to issue an auditor’s report that includes our opinion. 
Reasonable assurance is a high level of assurance but is 
not a guarantee that an audit conducted in accordance with 
ISAs (UK) will always detect a material misstatement when 
it exists. Misstatements can arise from fraud or error and 
are considered material if, individually or in the aggregate, 
they could reasonably be expected to influence the 
economic decisions of users taken on the basis of 
these financial statements.

The extent to which the audit was 
considered capable of detecting 
irregularities, including fraud
Irregularities are instances of non-compliance with laws 
and regulations. The objectives of our audit are to obtain 
sufficient appropriate audit evidence regarding compliance 
with laws and regulations that have a direct effect on the 
determination of material amounts and disclosures in the 
financial statements, to perform audit procedures to help 
identify instances of non-compliance with other laws and 
regulations that may have a material effect on the financial 
statements, and to respond appropriately to identified or 
suspected non-compliance with laws and regulations 
identified during the audit.

In relation to fraud, the objectives of our audit are to identify 
and assess the risk of material misstatement of the financial 
statements due to fraud, to obtain sufficient appropriate 
audit evidence regarding the assessed risks of material 
misstatement due to fraud through designing and 
implementing appropriate responses and to respond 
appropriately to fraud or suspected fraud identified 
during the audit.

However, it is the primary responsibility of management, 
with the oversight of those charged with governance, 
to ensure that the entity’s operations are conducted in 
accordance with the provisions of laws and regulations 
and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in 
respect of irregularities, including fraud, and non-compliance 
with laws and regulations, we:

•  obtained an understanding of the nature of the industry 

and sector, including the legal and regulatory frameworks 
that the Group and Parent Company operate in and how 
the Group and Parent Company are complying with the 
legal and regulatory frameworks;

• 

inquired of management, and those charged 
with governance, about their own identification and 
assessment of the risks of irregularities, including any 
known actual, suspected or alleged instances of fraud;

•  applied analytical review procedures to identify unusual 

or unexpected relationships; and

123

Superdry plc Annual Report 2023Our Financials  →  Independent Auditor’s Report

•  discussed within the audit engagement team about 

•  enquiring of management, the Audit Committee and 

potential non-compliance with laws and regulations and 
how fraud might occur including assessment of how and 
where the financial statements may be susceptible to 
fraud having obtained an understanding of the 
effectiveness of the control environment.

legal counsel concerning actual and potential litigation 
and claims;

•  reading minutes of meetings of those charged with 
governance, reviewing internal audit reports and 
correspondence with regulatory bodies.

As the Group is regulated, our assessment of risks involved 
gaining an understanding of the effectiveness of the control 
environment including the controls established to mitigate 
the risks of fraud and the procedures for complying with 
regulatory requirements.

As a result of these procedures, we considered the 
opportunities and incentives that may exist within the Group 
for fraud and identified the greatest potential for fraud in 
those areas in which management is required to exercise 
significant judgement. In common with all audits under ISAs 
(UK) we also performed specific procedures to respond to 
the risk of management override and the risk of fraudulent 
revenue recognition. These procedures included:

•  testing the appropriateness of journal entries and other 
adjustments based on risk criteria and comparing the 
identified entries to supporting documentation;

•  assessing whether the judgements made in making 

accounting estimates were indicative of potential bias;

•  evaluating the business rationale of any significant 
transactions that are unusual or outside the normal 
course of business;

•  testing the operating effectiveness of the manual controls 
in relation to the completeness, accuracy, and existence 
of cash sales; and

• 

investigating transactions posted to nominal ledger codes 
outside of the normal revenue cycle identified through the 
use of data analytics tools.

The Group is subject to laws and regulations which directly 
affect the material amounts and disclosures in the financial 
statements. The most significant laws and regulations were 
determined to be as follows: UK-adopted International 
Accounting Standards, the UK Companies Act, Financial 
Conduct Authority regulations, including the Listing Rules 
and tax legislation.

In addition, the Group is subject to other laws and regulations 
which do not have a direct effect on the financial statements 
but compliance with which may be fundamental to the 
Group’s ability to operate or to avoid material penalties. 
We identified the following areas as those most likely to 
have such an effect: competition and anti-bribery laws, 
data protection, employment, environmental and health 
and safety regulations.

In response to the above, audit procedures performed by 
the audit engagement team included:

•  reviewing financial statement disclosures and testing to 
supporting documentation to assess compliance with 
provisions of relevant laws and regulations described 
as having a direct effect on the financial statements;

A further description of our responsibilities for the audit 
of the financial statements is located on the Financial 
Reporting Council’s website at: http://www.frc.org.uk/
auditorsresponsibilities. This description forms part of 
our auditor’s report.

Other matters which we are required 
to address
Following the recommendation of the audit committee, we 
were appointed by the Audit Committee and the Board on 
21 November 2022 to audit the financial statements for the 
period ending 29 April 2023.

The period of total uninterrupted consecutive appointments is 
1 year, including the audit for the period ended 29 April 2023.

The non-audit services prohibited by the FRC’s Ethical 
Standard were not provided to the Group or the Parent 
Company and we remain independent of the Group and 
the Parent Company in conducting our audit.

Our audit opinion is consistent with the additional report 
to the audit committee in accordance with ISAs (UK).

Use of our report
This report is made solely to the company’s members,   
as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken 
so that we might state to the company’s members those 
matters we are required to state to them in an auditor’s 
report and for no other purpose. To the fullest extent 
permitted by law, we do not accept or assume responsibility 
to anyone other than the company and the company’s 
members as a body, for our audit work, for this report,   
or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) 
Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, 
these financial statements form part of the European Single 
Electronic Format (ESEF) prepared Annual Financial Report 
filed on the National Storage Mechanism of the UK FCA in 
accordance with the ESEF Regulatory Technical Standard 
(‘ESEF RTS’). This auditor’s report provides no assurance 
over whether the annual financial report has been prepared 
using the single electronic format specified in the ESEF RTS.

Mark Harwood (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor 
Chartered Accountants

25 Farringdon Street 
London   
EC4A 4AB

Date

124

Superdry plc Annual Report 2023Our Financials  →  Group Statement of Comprehensive Income
Our Financials  →  Group Statement of Comprehensive Income 

Group Statement of Comprehensive Income 

to the members of Superdry plc 

Revenue 
Cost of sales 

Gross profit 
Selling, general and 
administrative expenses*** 
Other gains and losses (net)*** 
Impairment (charge)/credit on 
trade receivables 

Operating (loss)/profit 
Finance income  
Finance expense  

(Loss)/Profit before tax 
Tax (expense)/credit 

(Loss)/Profit for the period 

Attributable to: 
Owners of the Company 

Other comprehensive expense/(income) 
net of tax: 
Items that may be subsequently reclassified 
to profit or loss 
Currency translation differences on 
translation of foreign operations 

Total comprehensive (expense)/ income 
for the period 

Attributable to: 
Owners of the Company 

Earnings per share:  
Basic 
Diluted 

Note 

4

5
11

24

12
13
13
4
14

16
16

Adjusted*
2023 
£m   
622.5
(294.1)

328.4

(372.7)
32.7

(1.7)

(13.3)
1.8
(10.2)

(21.7)
(69.6)

(91.3)

Adjusting 
items 
(note 6) 
£m 
–
–

–

(46.4)
(10.4)

–

(56.8)
–
–

(56.8)
–

(56.8)

Total 
2023 
£m 
622.5
(294.1)

328.4

(419.1)
22.3

(1.7)

(70.1)
1.8
(10.2)

(78.5)
(69.6)

(148.1)

Restated** 
Adjusted* 
2022  
£m   

Adjusting items  
(note 6)  
£m 

Restated**
Total 
2022 
£m 

609.6 
(268.2) 

341.4 

(342.6) 
29.0 

1.8 

29.6 
– 
(8.0) 

21.6 
7.8 

29.4 

– 
– 

– 

(17.7)
13.7 

– 

(4.0)
– 
– 

(4.0)
(3.0)

(7.0)

609.6
(268.2)

341.4

(360.3)
42.7

1.8

25.6
–
(8.0)

17.6
4.8

22.4

(91.3)

(56.8)

(148.1)

29.4 

(7.0)

22.4

(7.0)

–

(7.0)

(8.2) 

– 

(8.2)

(98.3)

(56.8)

(155.1)

21.2 

(7.0)

14.2

(98.3)

(56.8)

(155.1)

21.2 

(7.0)

14.2

pence 
per share 

(181.3)
(181.3)

pence 
per share 

27.4
26.4

*  Adjusted and adjusting items are defined in note 35. 
**  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

***  During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from 
selling, general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects  selling, general 
and administrative expenses. Prior financial year comparatives of £12.0m have been restated to align to the current financial year approach. 

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

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 not to present the Company 
statement of comprehensive income. 

The notes on pages 130-187 inclusive are an integral part of the Group and Company financial statements. 

125
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Superdry plc Annual Report 2023

Superdry plc Annual Report 2023 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
  
 
 
 
 
 
 
 
Our Financials  →  Balance Sheets
Our Financials  →  Balance Sheets 

Balance Sheets 

to the members of Superdry plc Registered number: 07063562 

ASSETS 
Non-current assets 
Property, plant and equipment 
Right-of-use assets 
Intangible assets 
Investments in subsidiaries 
Trade and other receivables 
Deferred tax assets 
Derivative financial instruments 
Total non-current assets 
Current assets 
Inventories 
Trade and other receivables 
Derivative financial instruments 
Current income tax receivables 
Cash and bank balances 
Total current assets 
LIABILITIES 
Current liabilities 
Borrowings 
Trade and other payables 
Current income tax liabilities 
Provisions for other liabilities and charges 
Derivative financial instruments 
Lease liabilities 
Total current liabilities 
Net current (liabilities) / assets
Non-current liabilities 
Trade and other payables 
Provisions for other liabilities and charges 
Derivative financial instruments 
Deferred income tax liabilities 
Deferred liabilities 
Lease liabilities 
Total non-current liabilities 
Net (liabilities) / assets 
EQUITY 
Share capital 
Share premium 
ESOP Reserve 
Translation reserve 
Merger reserve 
Retained earnings 
Total equity 

29 April
2023
£m 

Note 

Group 

Restated*
30 April
2022
£m 

Restated* 
24 April 
 2021 
£m 

Company 

29 April
2023
£m 

30 April
2022
£m 

18
30
19
20
24
22
33

23
24
33

25

26
27

28
33
30

27
28

30

34

16.3
48.5
42.8
–
–
–
–
107.6

112.5
82.2
1.1
–
58.2
254.0

83.8
120.8
3.0
5.4
2.2
60.5
275.7
(21.7)

3.0
7.1
–
0.4
0.9
127.6
139.0
(53.1)

4.1
149.3
(0.1)
(8.5)
(302.5)
104.6
(53.1)

23.4
80.2
42.5
–
–
66.3
0.9
213.3

132.7
112.6
8.9
–
20.5
274.7

21.5
129.2
4.0
4.7
0.5
66.1
226.0
48.7

2.6
7.2
–
–
0.8
151.2
161.8
100.2

29.4 
91.1 
41.7 
– 
– 
53.8 
0.3 
216.3 

148.3 
98.9 
2.4 
4.0 
38.9 
292.5 

– 
126.5 
– 
6.2 
5.7 
94.1 
232.5 
60.0 

1.2 
10.0 
1.5 
– 
1.1 
175.5 
189.3 
87.0 

4.1
149.2
(2.0)
(1.5)
(302.5)
252.9
100.2

4.1 
149.2 
– 
6.7 
(302.5) 
229.5 
87.0 

4.0
1.4
7.2
74.3
104.5
–
–
191.4

1.3
9.5
–
–
5.6
16.4

2.2
239.0
–
1.3
–
1.3
243.8
(227.4)

–
–
–
–
–
1.8
1.8
(37.8)

4.1
149.3
(0.1)
–
–
(191.1)
(37.8)

4.0
1.3
7.9
140.6
–
8.5
–
162.3

1.3
204.8
–
–
–
206.1

–
205.4
–
1.0
–
1.3
207.7
(1.6)

–
0.5
–

–
2.4
2.9
157.8

4.1
149.2
(2.0)
–
–
6.5
157.8

*  The balance sheets at 30 April 2022 and at 24 April 2021 have been restated to correct certain misstatements, see note 37. 

The Company loss for the year is £197.6m (2022: loss of £55.8m). The notes on pages 130-187 inclusive are an integral part of 
the Group and Company financial statements. The financial statements on pages 125-187 were approved by the Board of 
Directors and authorised for issue on 31 August 2023 and signed on its behalf by: 

Julian Dunkerton  
Chief Executive Officer 

Shaun Wills 
Chief Financial Officer 

126
126

Superdry plc Annual Report 2023

Superdry plc Annual Report 2023 
 
 
 
 
 
 
 
 
 
Our Financials  →  Cash Flow Statements
Our Financials  →  Cash Flow Statements 

Cash Flow Statements 

to the members of Superdry plc 

Cash generated from operating activities 
Tax (payment)/receipt 

Net cash generated from operating activities 
Cash flow from investing activities 
Purchase of property, plant and equipment 
Purchase of intangible assets 
Upfront payment received in relation to sale of Intellectual Property 

Net cash used in investing activities 
Cash flow from financing activities 
Lease Incentives – Landlord Contributions 
Repayment of ABL facility 
Drawdown of ABL facility 
Interest paid 
Interest received 
Proceeds from issue of shares 
Purchase of treasury shares 
Repayment of leases – principal amount 

Net cash used in financing activities 
Net increase/(decrease) in cash and cash equivalents* 
Cash and cash equivalents at beginning of period 
Exchange (losses)/gains on cash and cash equivalents 

Cash and cash equivalents at end of period* 

*  Cash and cash equivalents includes bank overdrafts 

Group 

Company 

Note 

31

18
19

32
32
13
13

34
30

32
32

32

2023
£m 

49.4
(3.6)
45.8

(8.2)
(6.4)
4.0
(10.6)

4.0
(130.5)
160.1
(10.2)
1.8
0.1
–
(56.3)
(31.0)

4.2
17.4
0.8
22.4

2022 
£m 

47.2 
0.4 

47.6 

(10.4) 
(7.2) 
– 

(17.6) 

6.3 
(146.3) 
164.7 
(8.0) 
– 
– 
(2.0) 
(66.6) 

(51.9) 

(21.9) 
38.9 
0.4 

17.4 

2023 
£m 

9.2 
– 
9.2 

(1.5)
(2.9)
– 
(4.4)

– 
– 
– 
(1.9)
1.7 

– 
(1.2)
(1.4)

3.4 
– 
– 
3.4 

2022
£m 

13.4
–

13.4

(1.1)
(1.7)
–

(2.8)

–
–
–
(9.6)
–

–
(1.9)

(11.5)

(0.9)
0.9
–

–

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

The notes on pages 130-187 inclusive are an integral part of the Group and Company financial statements. 

127
127

Superdry plc Annual Report 2023

Superdry plc Annual Report 2023 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
Our Financials  →  Statements of Changes is Equity
Our Financials  →  Statements of Changes in Equity 

Statements of Changes in Equity 

to the members of Superdry plc 

Group 

Balance at 24 April 2021 as 
originally reported 

Correction of misstatement 

Restated total equity at the start of 
the year 

Comprehensive (expense)/income 
Restated profit for the period 
Other comprehensive expense 
Currency translation differences 

Total other comprehensive expense 
Restated total comprehensive 
(expense)/income for the period 

Transactions with owners 
ESOP shares acquired 
Employee share award schemes 

Dividend payments 
Total transactions with owners 
Balance at 30 April 2022 as 
originally reported 

Correction of misstatement 

Restated total equity at 30 April 2022 
Comprehensive (expense)/income 
Loss for the period 
Other comprehensive expense 
Currency translation differences 

Total other comprehensive expense 
Total comprehensive expense for 
the period 

Transactions with owners 
Shares issued 
ESOP shares issued 
Employee share award schemes 
Dividend payments 

Total transactions with owners 
Balance at 29 April 2023 

Note 

37

34
8,9
17

37

34
8,9
17

Share 
capital
£m 

Share
 premium 
£m 

ESOP share 
reserve
£m 

Restated*
Translation 
reserve
£m 

Merger  
reserve 
£m 

Restated*
 Retained
 earnings
 £m 

4.1

–

4.1

149.2

–

149.2

–
–
–

–

–

–
–
–

–

–
–
–

–

–

–
–
–

–

–

–

–

–
–
–

–

–

(2.0)
–
–

(2.0)

4.1

149.2

(2.0)

4.1

149.2

(2.0)

–
–
–

–

–

–
–
–
–

–
–
–

–

–

0.1
–
–
–

–
4.1

0.1
149.3

–
–
–

–

–

–
1.9
–
–

1.9
(0.1)

6.6

0.1

(302.5) 

233.0

– 

(3.5)

6.7

(302.5) 

229.5

87.0

22.4
–
–

–

22.4
–
(8.2)

(8.2)

22.4

14.2

–
–
(8.2)

(8.2)

(8.2)

–
–
–

–

(1.6)
0.1

(1.5)

–
–
(7.0)

(7.0)

(7.0)

–
–
–
–

(302.5) 

256.7
(3.8)

(302.5) 

252.9

– 
– 
– 

– 

– 

– 
– 
– 

– 

– 
– 
– 

– 

– 

– 
– 
– 
– 

–
1.0
–

1.0

(148.1)
–
–

–

–
–
(0.2)
–

–
(8.5)

– 
(302.5) 

(0.2)
104.6

Total 
equity 
£m 

90.4

(3.4)

(2.0)
1.0
–

(1.0)

103.9
(3.7)

100.2

(148.1)
–
(7.0)

(7.0)

0.1
1.9
(0.2)
–

1.8
(53.1)

(148.1)

(155.1)

*  The comparative periods to 30 April 2022 and to 24 April 2021 have been restated to correct certain misstatements, see note 37. 

128
128

Superdry plc Annual Report 2023

Superdry plc Annual Report 2023 
 
 
 
 
 
 
 
Our Financials  →  Statements of Changes is Equity
Our Financials  →  Statements of Changes in Equity 

Statements of Changes in Equity 

to the members of Superdry plc 

Company 

Balance at 24 April 2021 
Comprehensive expense 
Loss for the period 
Other comprehensive income 
Currency translation differences 

Total other comprehensive expense 
Total comprehensive expense for the period 

Transactions with owners 
Employee share award schemes 
ESOP shares Acquired 

Dividends paid 
Total transactions with owners 
Balance at 30 April 2022 

Comprehensive income 
Loss for the period 
Other comprehensive income 
Currency translation differences 

Total other comprehensive income for the period 
Total comprehensive expense for the period 

Transactions with owners 
Employee share award schemes 
Shares issued 
ESOP shares issued 
Dividends paid 

Total transactions with owners 
Balance at 29 April 2023 

Note 

15

8,9
34
17

15

8,9

34
17

Share 
capital 
£m 

4.1

Share 
premium 
£m 

149.2

–
–
–

–
–

–
–

–
–
4.1

–
–
–

–
–

–
–
–
–

–
–
–

–
–

–
–

–
–
149.2

–
–
–

–
–

–
0.1
–
–

ESOP Share 
Reserves  
£m 

– 

– 
– 
– 

– 
– 

– 
(2.0) 

– 
(2.0) 
(2.0) 

– 
– 
– 

– 
– 

– 
– 
1.9 
– 

Retained  
earnings  
£m 

61.3 

(55.8)
– 
– 

– 
(55.8)

1.0 
– 

– 
1.0 
6.5 

(197.6)
– 
– 

– 
(197.6)

– 
– 
– 
– 

Total 
equity 
£m 

214.6

(55.8)
–
–

–
(55.8)

1.0
(2.0)

–
(1.0)
157.8

(197.6)
–
–

–
(197.6)

–
0.1
1.9
–

–
4.1

0.1
149.3

1.9 
(0.1) 

– 
(191.1)

2.0
(37.8)

The notes on pages 130-187 inclusive are an integral part of the Group and Company financial statements. 

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

129
129

Superdry plc Annual Report 2023

Superdry plc Annual Report 2023 
 
 
 
 
 
 
 
 
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

Notes to the Group and Company Financial Statements 

to the members of Superdry plc 

1. Principal accounting policies  
General information 
The Company is a public company limited by shares 
incorporated in the United Kingdom under the Companies 
Act and is registered in England and Wales. The address of 
the Company’s office is shown on page 187. The current 
period (2023) is for the 52 weeks ended 29 April 2023 
(2022: 53 weeks ended 30 April 2022 (2022)). 

a) Basis of preparation 
The financial statements of Superdry plc (the Company) 
and Superdry plc and its subsidiary undertakings in the UK, 
the Republic of Ireland, Belgium, France, India, Hong Kong, 
Germany, the Netherlands, Spain, Turkey, Scandinavia and 
the United States of America and the disclosure guidance 
and transparency rules sourcebook of the United Kingdom’s 
Financial Conduct Authority as detailed in note 20 (the 
Group) have been prepared on a going concern basis under 
the historical cost convention as modified by fair values, in 
accordance with United Kingdom adopted international 
accounting standards. Also, they have been prepared in 
accordance with the Companies Act 2006 applicable 
to companies reporting under IFRS.  

The preparation of financial statements in accordance with 
UK adopted International Accounting Standards requires 
the use of certain accounting estimates and requires 
management to exercise its judgement (note 2) in the 
process of applying the Group’s accounting policies. These 
policies have been consistently applied to all periods for 
both the Group and company presented unless otherwise 
stated. The Group and company financial statements are 
presented in Sterling and all values are rounded to the 
nearest hundred thousand, except where indicated.  

b) Going concern 
The financial position of the Group, its cash flows and 
liquidity position are set out in the financial statements. 
Furthermore, the Group financial statements include the 
Group’s objectives and policies for managing its capital, its 
financial risk management objectives, details of its financial 
instruments and exposure to credit and liquidity risk (please 
refer to note 33). 

Background and context  
Like many businesses in the retail sector, the Group has 
been through a period of unprecedented challenges over 
recent years. The global pandemic resulted in the enforced 
closure of stores, with many trading days lost. Despite a 
resurgence of store visits in many European countries 
following vaccination programmes and the lifting or easing 
of restrictions in the Group’s key markets, footfall has still 
not recovered to pre-pandemic levels. 

The Russian invasion of Ukraine occurred in the second half 
of FY22, and whilst the Group was not directly impacted, the 
lasting effects of this on supply chains, the resultant input 
price inflation and the consequential impact on consumer 
confidence has increased the uncertainty in our forecasts, 
particularly in the short term, and therefore further challenges 
our ability to achieve the brand reset and the financial 
objectives in our plan. On the 27 January 2023 profit 

guidance was reduced from £10m-£20m to broadly break 
even as a result of the uncertainty discussed above and 
underperformance of the wholesale channel. Subsequently 
on 14 April 2023 profit guidance was withdrawn after 
continued uncertainty within wholesale and lower 
than expected retail performance. 

In response to the challenging macroeconomic conditions 
and to partially offset the adverse impacts above, there are 
several key mitigations that the Group has undertaken: 

•  Price rises ranging from 4%-6% across AW22 and SS23 
and the introduction of delivery charges for all online 
orders and returns. 

•  Increasing the mix of core product, which has a life of 
more than one season, and consequently reducing the 
clearance and buy cycle, which remains our largest 
cash mitigation. 

•  Re-introducing targeted clearance activity in our stores. 

•  Identified and implementing a number of operational 

savings and cost efficiencies across the Group. 

•  Restructured our loss-making US operations, reducing 

the numbers of stores, closing our distribution centre and 
fulfilling wholesale from the UK. 

•  Focussed reduction of working capital, reducing stock 
held through lower purchases and targeted clearance, 
and closer management of our wholesale debtor portfolio. 

Borrowing Facilities  
In December 2022, the Group refinanced its existing asset 
backed loan (‘ABL’) of up to £70m with a new ABL facility 
of up to £80m, limited by levels of inventory and receivables 
held at any point in time, with specialist lender, Bantry Bay, 
including a term loan of £30m. This new facility will expire 
in December 2025.  

At the year-end April 2023, £48.0m (£30m of which is the 
term loan element) of the ABL facility with Bantry Bay had 
been drawn down with the Group net debt position at 
£25.6m (please refer to note 26). The maximum drawdown 
on the ABL facility (HSBC/BNP) in FY23 was £54.3m in 
October 2022, in line with the peak working capital 
requirements of the Group. 

In March 2023 the Group reached agreement with Cowell, a 
company listed on the South Korean stock exchange, to sell 
the Superdry’s intellectual property in certain countries in the 
APAC region for $50m before fees and taxes, significantly 
bolstering the liquidity position. The shareholder vote on this 
transaction was concluded on 30 May 2023 and therefore 
will be reflected in the FY24 report and accounts. It was also 
agreed with the Group’s lenders to increase the borrowing 
availability over the period until the funds were received on 
the IP sale to provide additional funding. The net proceeds 
(£34m) were received from the APAC deal in March and 
May 2023. 

In May 2023 the Group successfully completed an equity 
raise with net proceeds totalling £11.4m.  

In August 2023 a second lien ABL financing facility was 
agreed with Hilco Capital Limited of up to £25m. 

130
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Superdry plc Annual Report 2023

Superdry plc Annual Report 2023 
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

1. Principal accounting policies continued 
Base case 
The Group’s going concern assessment covers the 12-month 
period from the date of approval of the financial statements, 
derived from the latest FY24 and FY25 forecasts in the 
Group’s medium term financial plan (the ‘Plan’). Given the 
downgraded profits as mentioned above as well as the 
continued impact of the cost-of-living crisis which continues 
to impact the wider retail sector and the Group, our trading 
outlook has been adjusted to reflect these uncertainties 
which were updated and board approved in June 2023. 
The most significant assumptions in this revised set of 
projections are: 

•  All trading channels benefit from ongoing product 

improvements, operational initiatives and marketing 
activity to support the brand reset which began in October 
2020, the full benefit of which is not yet realised, given the 
challenging macroeconomic environment. This benefit is 
offset by pressure on all trading channels as a result of 
the cost-of-living crisis impacting consumer spending. 

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

negative like for like forecasts over the duration of FY24 
and through FY25 when adjusted for the impact of COVID 
on comparable periods. The net number of stores is 
expected to reduce which will impact top-line revenues 
but drive greater profitability.  

•  Ecommerce revenues are projected to grow, driven by 

new 3 r d party site openings, the annualization of charging 
for delivery and returns on our own sites and the resultant 
returns rate reduction. 

•  Wholesale revenues are projected to decline significantly 

into FY24 as a result of lower order book placings 
for autumn winter and spring summer reflecting the 
stock overhang from the pandemic-impacted trading 
of FY20-FY22. FY25 wholesale revenue is projected  
to be flat to FY24. 

•  A significant cost cutting programme across all areas 
of the business more than offset inflationary pressure 
through FY24 and FY25. Cost cutting measures include 
regearing of leases, payroll and marketing savings, central 
cost savings, logistics savings as well as the closure of 
the US DC. 

In assessing the Group’s going concern status the Directors 
considered the base case (with the assumptions outlined 
above) and a reasonably possible downside scenario 
involving a reduction in revenue combined with lower 
achieved cost savings, which includes a requirement for 
additional financing in line with our working capital cycle 
without any mitigating actions. 

Reverse Stress Test 
Given the base case reflects the results of the turnaround 
plan and due to the current macroeconomic uncertainties 
already discussed, there is uncertainty around the Group 
achieving its targets and therefore a scenario has been 
modelled that assumes a reduction in the sales plan and 
not achieving the full scope of the cost out programme. 
These have been modelled as a reverse stress test. 

The reverse stress test models the decline in sales and the 
reduction in cost savings that the Group would be able to 
absorb before requiring additional sources of financing in 
excess of those that are committed.  

The reverse stress test scenario shows that, without any 
mitigating factors or contingency, a reasonably feasible 
downside scenario in sales and missing the cost savings 
would require funding in excess of our available facility at 
certain points in the year. A 2.6% deterioration in trading 
coupled with a 2.6% increase across the entirety of the 
Group’s cost base would result in a breach of facility limits. 
The facility availability is dependent on the position of 
receivables and inventory at each reporting month-end. 
However, the Group continues to manage its cash flow 
and is considering further options to improve liquidity  
along the lines of those already delivered to mitigate 
any potential shortfall. 

This assessment is linked to a robust assessment of the 
principal risks facing the Group, and the reverse stress test 
reflects the potential impact of these risks being realised.  

Summary 
The financial statements continue to be prepared on 
the going concern basis. This conclusion is based on 
the Group’s current forecasts, sensitivities and mitigating 
actions available. With the continued challenges in the 
macro environment, coupled with the headroom on the ABL 
facility, the Directors note that until key mitigations can be 
actioned with certainty, there exists a material uncertainty 
related to Going Concern. This may cast significant doubt 
over the Group’s ability to continue as a going concern until 
said mitigations result in cost savings sufficient to increase 
headroom over the ABL facility and therefore, the Group 
may not be able to realise its assets and discharge its 
liabilities in the normal course of business. 

The material uncertainty related to Going Concern arises 
due to: 

•  The limited headroom within the current funding 

facilities in the context of an uncertain macro-economic 
environment in lieu of any additional financing (including 
any future IP deal similar to agreement for APAC region); 

•  The ability of the Group to operate within existing 

committed financing facilities from the Group’s forecasts, 
which may be affected by continued uncertainty in the 
macro-economic environment; 

•  The ability of the Group to successfully deliver the 

proposed cost out initiatives in the projected timeframe, 
given the scope and material nature of said savings. 

After considering the forecasts, sensitivities and mitigating 
actions available to Group management and having regard 
to the risks and uncertainties to which the Group is exposed 
(including the material uncertainty referred to above), the 
Group directors have a reasonable expectation that the 
Group has adequate resources to continue in operational 
existence for the foreseeable future, and operate within its 
borrowing facilities and covenants for the period 12 months 
from date of signature. Accordingly, the financial statements 
continue to be prepared on the going concern basis. 

131
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Superdry plc Annual Report 2023 
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

1. Principal accounting policies continued 
c) Basis of consolidation 
Consolidated subsidiaries are those entities over which the 
Group has control. The Group controls an entity when the 
Group is exposed to, or has rights to, variable returns from 
its involvement with the entity and could affect those returns 
through its power over the entity.  

The results of any subsidiaries acquired during the period 
are included in the Group statement of comprehensive 
income from the date on which control is transferred to 
the Group. Accounting policies of subsidiaries are changed 
when necessary to ensure consistency with the accounting 
policies adopted by the Group and subsidiaries are 
deconsolidated from the date that control ceases.  

Under IFRS 11 ‘Joint Arrangements’, investments in joint 
arrangements are classified as either joint operations or 
joint ventures. The classification depends on the contractual 
rights and obligations of each investor, rather than the legal 
structure of the joint arrangement. 

The Group determines, at each reporting date, whether 
there is any objective evidence that the investment in joint 
ventures is impaired. If this is the case, the Group calculates 
the amount of impairment as the difference between the 
recoverable amount of the joint ventures and the carrying 
value and recognises the amount adjacent to “share of 
profit or loss of joint venture” in the Group statement of 
comprehensive income. 

Intercompany transactions and balances are eliminated 
on consolidation. 

d) Foreign currencies 
The consolidated financial information is presented in 
Sterling, which is the Company’s functional and the Group’s 
presentational currency. Transactions in foreign currencies 
are recorded at the rate ruling at the date of the transaction.  

Monetary assets and liabilities denominated in foreign 
currencies are translated at the rates ruling at the balance 
sheet date. Resulting exchange gains and losses are 
recognised in the Group statement of comprehensive income. 
Upon consolidation, the assets and liabilities of the Group’s 
foreign operations are translated at the rate of exchange 
ruling at the balance sheet date. Income and expense items of 
foreign operations are translated at the actual rate or average 
rate if not materially different. Differences on translation are 
recognised in other comprehensive income and held within 
the translation reserve. On the sale of a foreign operation, 
the associated exchange differences are recycled to profit 
and loss account as part of the gain or loss on disposal. 

Foreign exchange gains and losses on intra-group balances 
are recognised in profit and loss, except where the intra-
group balance forms part of the net investment in a foreign 
operation. An intra-group balance is only considered a net 
investment in foreign operations, where the settlement of 
the monetary item is neither planned nor likely to occur in 
the foreseeable future. Where intra-group balances are 
considered a net investment in foreign operations, the 

foreign exchange gains and losses are recognised in  
other comprehensive income.  

e) Revenue recognition 
Revenue is measured at the fair value of the consideration 
received, or receivable, and represents amounts receivable 
for goods supplied, stated net of discounts, returns and 
value added taxes.  

Own store revenue – stores segment 
Own store revenue from the provision of sale of goods is 
recognised at the point of sale of a product to the customer. 
Own store sales are settled in cash or by credit or payment 
card. It is the Group’s policy to sell its products to the 
customer with a right to exchange or full refund within 
28 days subject to discretionary extension. Provisions 
are made for own store returns based on the expected 
level of returns, which in turn is based upon the historical 
rate of returns. At the point of sale, a returns liability 
and corresponding adjustment to revenue is recognised 
for those products that the Group has a right to recover. 
The anticipated returns are recognised as an inventory 
asset, with a corresponding adjustment to cost of sales.  

Concession revenue – stores segment 
Concession revenues from the provision of sale of goods 
are recognised gross at the point of sale of a product to the 
end customer. Concession revenues are settled in cash, by 
the concession grantors net of commissions or other fees 
payable. It is the concessions’ policy to sell their products 
with a right to exchange within 28 days and a cash refund 
within 14 days. Provisions are made for concession returns 
based on the expected level of returns, which in turn is 
based upon the historical rate of returns. At the point of sale, 
a returns liability and corresponding adjustment to revenue 
is recognised for those products that the Group has a right 
to recover. The anticipated returns are recognised as an 
inventory asset, with a corresponding adjustment to cost 
of sales. 

Ecommerce revenue 
Revenue from the provision of the sale of goods on 
the internet is recognised at the point that control of 
the inventory has passed to the customer, which is when 
the goods are received by the customer. Transactions are 
settled by credit card, payment card or other electronic 
payment providers. Customers have a right to exchange 
or full refund within a range of 21 to 100 days, depending 
on the website the purchase is made from. Provisions are 
made for E-commerce credit notes based on the expected 
level of returns, which in turn is based upon the historical 
rate of returns. At the point of sale, a returns liability and 
corresponding adjustment to revenue is recognised for 
those products that the Group has a right to recover. The 
anticipated returns are recognised as an inventory asset, 
with a corresponding adjustment to cost of sales. 

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1. Principal accounting policies continued 
Wholesale revenue 
Wholesale revenues from the sale of goods are recognised 
at the point that control of the inventory has passed to 
the customer, which depends on the specific terms and 
conditions of sales transactions, and which is typically upon 
delivery. Revenues are settled in cash, net of discounts. 
Provisions are made for Wholesale credit notes based on 
the expected level of returns, which in turn are based upon 
the historical rate of returns. At the point of sale, a returns 
liability and corresponding adjustment to revenue are 
recognised for those products that the Group has a right 
to recover. The anticipated returns are recognised as an 
inventory asset, with a corresponding adjustment to cost 
of sales. 

f) Other income 
Royalty income 
The Group receives royalty income from its franchise 
partners based on specific agreements in place. The income 
is recognised based on the specific performance obligations 
within the agreements. This income is recognised within 
other income as it does not relate to consideration for goods 
supplied to customers. 

g) Finance expenses 
Finance expenses comprise interest payable on interest-
bearing loans, lease liabilities, short-term borrowings and 
lending facilities. Finance expenses are recognised in the 
Group statement of comprehensive income using the 
effective interest method.  

h) Leasing and similar commitments 
IFRS 16 requires entities to apply a single lease accounting 
model, with lessees recognising right-of-use assets and 
lease liabilities on the balance sheet for all applicable 
leases except for certain short-term and low-value leases. 

The right-of-use assets comprise the initial measurement of 
the corresponding lease liability, lease payments made at or 
before the commencement date, less any lease incentives 
received and any initial direct costs. They are subsequently 
measured at cost less accumulated depreciation and 
impairment losses. Right-of-use assets are depreciated 
over the shorter period of lease term and useful life of 
the right-of-use asset. The depreciation starts at the 
commencement date of the lease. 

The lease liability is initially measured at the present value of 
the lease payments that are not paid at the commencement 
date, discounted by using the rate implicit in the lease. 
If this rate cannot be readily determined, the Group 
uses its incremental borrowing rate. Lease liabilities 
are subsequently measured at amortised cost, increased 
for interest charges and reduced for lease payments. 

The Group assesses whether a contract is or contains a 
lease at inception of the contract. The Group recognises 
a right-of-use asset and a corresponding lease liability with 
respect to all lease arrangements in which it is the lessee, 
except for short-term leases (defined as leases with a lease 
term of 12 months or less), leases of low-value assets (such 
as personal computers, small items of office furniture and 
telephones) and variable lease agreements. For these 
leases, the Group recognises the lease payments as an 
operating expense on a straight-line basis over the term 
of the lease unless another systematic basis is more 
representative of the time pattern in which economic 
benefits from the leased assets are consumed. 

Lease modifications 
The Group recalculate the lease liability (and makes a 
corresponding adjustment to the related right-of-use 
asset) whenever: 

•  The lease term has changed or there is a significant 

event in which case the lease liability is remeasured by 
discounting the revised lease payments using a revised 
discount rate. 

•  A lease contract is modified, and the lease modification 
is not accounted for as a separate lease, in which case 
the lease liability is remeasured based on the lease term 
of the modified lease by discounting the revised lease 
payments using a revised discount rate at the effective 
date of the modification. Differences arising between 
the right-of-use asset and the lease liability as part of the 
modification calculation are recognised in the statement 
of comprehensive income under other gains and losses.  

Lease remeasurements  
The lease payments change due to changes in an index, in 
which case the lease liability is remeasured by discounting 
the revised lease payments using an unchanged 
discount rate. 

The Group applies the practical expedient available in respect 
of COVID-19 related rent concessions. Rent concessions 
occurring as a direct consequence of the COVID-19 
pandemic are not assessed as lease modifications. Rent 
concessions are eligible for the practical expedient where 
the following criteria are met: 

•  The change in lease payments results in revised 

consideration for the lease that is substantially the 
same as, or less than, the consideration for the lease 
immediately preceding the change. 

•  any reduction in lease payments that affects only 

payments originally due on or before 30 June 2022; and 

•  there is no substantive change to the other terms and 

conditions of the lease.  

Rent concessions eligible for the practical expedient are 
recognised in profit and loss. 

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1. Principal accounting policies continued 
Lease premiums 
Lease premiums are only recognised on leases that do not 
fall under the scope of IFRS 16. Lease premiums paid to 
landlords are initially recognised as an intangible asset in 
the balance sheet at the point the recognition criteria in 
the lease are met, and charged to selling, general and 
administrative expenses in the Group statement of 
comprehensive income on a straight-line basis over the 
term of the lease commencing from the opening date.  

i) Property, plant and equipment  
Property, plant and equipment is stated at historical  
cost less accumulated depreciation and impairment. 
Cost includes the original purchase price and the costs 
attributable to bringing the asset into its working condition. 
Gains and losses on disposals are determined by comparing 
the proceeds received with the carrying amount and are 
recognised in the Group statement of 
comprehensive income. 

Depreciation is provided at rates calculated to write down 
the cost of the assets, less their estimated residual values, 
over their remaining useful economic lives as follows:  

Land and buildings 

  50 years on a straight-line basis 

Leasehold 
improvements 

Furniture, fixtures 
and fittings 

  5 – 10 years on a straight-line basis 

  5 – 10 years on a straight-line basis 

Computer equipment    3 – 5 years on a straight-line basis 

Land is not depreciated. Residual values and useful economic 
lives are reviewed annually and adjusted if appropriate.  

Property, plant and equipment is reclassified as held for sale 
assets if their carrying amount will be recovered through 
a highly probable sale transaction rather than through 
continuing use. 

j) Impairment of non-financial assets 
The carrying values of non-financial assets which comprise 
of goodwill, intangible assets and property, plant and 
equipment are tested annually to determine whether there is 
any indication of impairment. If any such indication exists, 
the recoverable amount of the asset is estimated. Where the 
asset does not generate cash flows which are independent 
from other assets, the recoverable amount of the cash 
generating unit (CGU) to which the asset belongs 
is estimated.  

The recoverable amount of a non-financial asset is the 
higher of its fair value less costs to sell, and its value in 
use. Value in use is the present value of the future cash 
flows expected to be derived from an asset or CGU. An 
impairment loss is recognised in the Group statement of 
comprehensive income whenever the carrying amount of an 
asset or CGU exceeds its recoverable amount. Impairment 
reversals are recognised in the Group statement of 
comprehensive income if there has been a change to 
the estimates used to determine the asset’s recoverable 
amount since the last impairment loss was recognised. 
Where an impairment loss on other non-financial assets 
subsequently reverses, the carrying amount of the asset 
(or CGU) is increased to the revised estimate of the 
recoverable amount, but so that the increased carrying 
amount does not exceed the carrying amount that would 
have been determined if no impairment loss had been 
recognised for the asset (or CGU) in prior years. Impairment 
loss in a subsidiary consolidated under predecessor 
accounting (note 1ac) is recognised as a movement in 
the merger reserve and retained earnings in addition to 
recognising a loss on the Group statement of comprehensive 
income. Impairment losses on goodwill are not reversed. 
Further information on how impairments have been 
calculated can be found in note 2. 

k) Intangible assets 
Intangible assets acquired separately from a business are 
recognised initially at cost. An intangible asset acquired 
as part of a business combination is recognised outside of 
goodwill if the asset is separable or arises from contractual 
of other legal rights and its fair value can be measured 
reliably. Following initial recognition, intangible assets 
are carried at cost less accumulated amortisation and 
impairment losses. Intangible assets with a finite life have 
no residual value and are amortised on a straight-line 
basis over their expected useful lives as follows:  

Trademarks 

10 years 

Website and software 

5 years 

Lease premiums 

Over the life of the lease  
on a straight-line basis 

Distribution agreements 

6 – 23 years 

Trademarks comprise the external cost of registration and 
associated legal costs. Website and software costs consist 
of externally incurred development costs, as well as internal 
payroll-related costs directly associated with the project 
which are eligible for capitalisation under IAS 38.  

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1. Principal accounting policies continued 
Lease premiums comprise the amount paid to the previous 
tenant to acquire the lease. 

Distribution agreements comprise the fair value, at the date 
of acquisition, of distribution agreements acquired as part of 
a business combination.  

Goodwill is measured as the excess of the sum of the 
consideration transferred, the amount of any non-controlling 
interests in the acquiree, and the fair value of the acquirer’s 
previously held equity interest in the acquiree (if any) over 
the net of the acquisition-date amounts of the identifiable 
assets acquired and the liabilities assumed. If, after 
reassessment, the net of the acquisition-date amounts 
of the identifiable assets acquired and liabilities assumed 
exceeds the sum of the consideration transferred, the 
amount of any non-controlling interests in the acquiree and 
the fair value of the acquirer’s previously held interest in 
the acquiree (if any), the excess is recognised immediately 
in profit or loss as a bargain purchase gain. Goodwill on 
acquisitions of subsidiaries is included in intangible assets. 
Goodwill is not amortised but is tested annually for 
impairment and carried at cost less accumulated 
impairment losses.  

Licence agreements to use cloud software are treated 
as service contracts and expensed in the Group income 
statement, unless the Group has both a contractual right 
to take possession of the software at any time without 
significant penalty, and the ability to run the software 
independently of the host vendor. In such cases the licence 
agreement is capitalised as software within intangible 
assets. Costs to configure or customise a cloud software 
licence are expensed alongside the related service 
contract in the Group income statement, unless they 
create a separately identifiable resource controlled  
by the Group, in which case they are capitalised. 

l) Investments 
Investments in subsidiaries are recorded at historical cost, 
less any provision for impairment.  

Dividends received from a subsidiary are deducted direct 
from the cost of the investment where the dividend received 
represents a return of capital. Otherwise, dividends received 
are recognised in profit and loss by the parent company 
when the right to receive the dividend is established.  

The Group applies IFRS 11 to all joint arrangements. Under 
IFRS 11, investments in joint arrangements are classified as 
either joint operations or joint ventures depending on the 
contractual rights and obligations of each investor. The 
Group has assessed the nature of its joint arrangements 
and determined them to be joint ventures. Interests in joint 
ventures are accounted for using the equity method of 
accounting after initially being recognised at cost in the 
consolidated balance sheet.  

When the Group’s share of losses exceeds the Group’s 
interest in the joint venture, the Group discontinues 
recognising its share of further losses. Additional losses 
are recognised only to the extent that the Group has 
incurred legal or constructive obligations on behalf of 
the joint venture. 

m) Financial instruments 
Derivative financial instruments and hedging activities 
Derivative financial instruments are recognised initially at 
their fair value and remeasured at fair value at each period 
end. Derivative financial instruments are categorised as held 
at fair value through the profit and loss account. The gain 
or loss on remeasurement to fair value is recognised 
immediately in the Group statement of comprehensive 
income. The Group has not applied hedge accounting. 
Foreign forward exchange derivative gains and losses 
are recognised in other gains and losses (net). 

Financial assets 
Financial assets are measured initially at fair value, 
adjusted for transaction costs (where applicable). The 
Group’s financial assets comprise of Trade and other 
receivables, derivative financial instruments and cash and 
bank balances. The Group derecognises a financial asset 
only when the contractual rights to the cash flows from the 
asset expire, or when it transfers the financial asset and 
substantially all the risks and rewards of ownership of the 
asset to another entity. On derecognition of a financial asset 
measured at amortised cost, the difference between the 
asset’s carrying amount and the sum of the consideration 
received and receivable is recognised in profit or loss. 
In addition, on derecognition of an investment in a debt 
instrument classified as at FVTOCI, the cumulative gain 
or loss previously accumulated in the investment’s 
revaluation reserve is reclassified to profit or loss.  

Financial Liabilities 
The Group’s financial liabilities comprise Trade and 
other payables, borrowings, lease liabilities and derivative 
financial instruments. Financial liabilities are initially 
measured at fair value, and where applicable, adjusted for 
transaction costs unless the Group designated a financial 
instrument at FVTPL. Subsequently, financial liabilities 
are measured at amortised costs using the effective 
interest rate, except for derivatives and financial liabilities 
designated at FVTPL, which are carried subsequently at fair 
value with gains and losses recognised in profit and loss. 

n) Inventories 
Inventories are valued at the lower of cost or net realisable 
value. Cost comprises costs associated with the purchase 
and bringing of inventories to the distribution centres and 
is based on the weighted average principle. Provisions 
are made for obsolescence, mark-downs, and shrinkage. 
The cost formula used for measuring inventory is moving 
average cost.  

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t) Share-based payments – Group 
operated schemes 
The Group operates several equity settled share-based 
compensation plans. The fair value of the shares under such 
plans is recognised as an expense in the Group statement 
of comprehensive income. Where relevant, fair value is 
determined using the Black–Scholes option pricing model. 
The amount to be expensed over the vesting period is 
determined by reference to the fair value of share incentives 
excluding the impact of any non-market vesting conditions. 
Non-market vesting conditions are considered as part of the 
assumptions about the number of share incentives that are 
expected to vest. At each balance sheet date, the Group 
revises its estimate of the number of share incentives that 
are expected to vest. The impact of the revision on original 
estimates, if any, is recognised in the Group statement of 
comprehensive income, with a corresponding adjustment 
to equity over the remaining vesting period. The Group also 
operates cash-settled awards. The fair value of the liability 
for these is revised at each balance sheet date and the 
cost is recognised in the income statement over the 
vesting period. 

u) Share-based payments – 
~Founder Share Plan 
The founders of Superdry, Julian Dunkerton and James 
Holder, operate a share-based compensation plan that 
awards both cash and shares; for the purposes of IFRS 2 
it is considered to be an equity-settled share-based 
compensation plan. The Founder Share Plan (FSP) (see 
note 9 for further details) falls within the scope of IFRS 2 
despite the Group neither purchasing nor issuing the shares, 
nor the cost of the cash being a Company expense. Fair 
value is determined using the Monte Carlo pricing model. 
The amount to be expensed over the vesting period 
is determined by reference to the fair value of share 
incentives, adjusted at the grant of each share incentive 
for dilution assumptions. These dilution assumptions are 
not revised after the grant of the share incentive. Non-
market vesting conditions are considered as part of the 
assumptions about the number of share incentives that 
are expected to vest. The impact of the revision on original 
estimates, if any, is recognised in the Group statement of 
comprehensive income, with a corresponding adjustment to 
equity over the remaining vesting period. The measurement 
period for the market-based vesting criteria expired over 
the course of the prior year; an amount for the scheme 
is expensed in the current year to reflect the original 
exercise period. 

1. Principal accounting policies continued 
Sample stock is expensed through the Group statement of 
comprehensive income when incurred. 

o) Trade receivables 
Trade receivables are initially recognised at transaction 
price and subsequently measured at amortised cost, less 
a loss allowance. The loss allowance is measured at an 
amount equal to lifetime expected credit losses through 
the simplified model using a provision matrix. See note 1ah 
for further details. 

p) Assets classified as held for sale 
Non-current assets are classified as held for sale when 
their carrying amount will be recovered through a sale 
transaction rather than through continuing use. This condition 
is met only when the sale is highly probable, the asset is 
available for immediate sale, and when it is expected to 
complete within one year. These assets are stated at the 
lower of carrying amount and fair value less costs to sell. 

q) Cash and bank balances 
Cash and bank balances comprise cash at bank and in 
hand and short-term deposits with an original maturity date 
of three months or less. Bank overdrafts are offset against 
cash when a legal right of offset exists and where the Group 
can demonstrate the intention to net settle. For the purpose 
of the cash flow statement, cash and cash equivalents 
consist of cash and short-term deposits, less overdrafts, 
which are repayable on demand. Amounts received in 
respect of assets, against which amounts have been 
borrowed under the ABL facility, are disclosed as 
restricted cash until approval is received from the lender. 

r) Provisions  
A provision is recognised in the balance sheet when the 
Group has a present legal or constructive obligation as 
a result of a past event, it is more likely than not that an 
outflow of economic benefits will be required to settle the 
obligation, and the obligation can be estimated reliably. 
Provisions are discounted using the risk-free rate if the 
impact on the provision is deemed to be material. 

Provisions for onerous property related contracts are 
recognised when the Group believes that the unavoidable 
costs of meeting or exiting the lease obligations exceed the 
economic benefits expected to be received under the lease. 

s) Employee benefit obligations 
Wages, salaries, payroll tax, paid annual leave, sick leave, 
bonuses, and non-monetary benefits are accrued in the year 
in which the associated services are rendered by employees 
of the Group.  

The Group operates a defined contribution pension 
scheme for the benefit of its employees. The Group pays 
contributions into an independently administered fund via 
a salary sacrifice arrangement. The costs to the Group 
of providing these benefits are recognised in the Group 
statement of comprehensive income and comprise the 
number of contributions payable to the scheme in the year. 

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1. Principal accounting policies continued 
v) Trade and other payables 
Trade and other payables, excluding lease incentives, are 
non-interest bearing and are initially recognised at their 
fair value and subsequently measured at amortised cost 
using the effective interest method. 

Contract liabilities 
Contract liabilities are recognised by the Group where 
payment has been received and there is a future obligation 
to transfer goods or services, but the performance obligation 
for revenue recognition has not yet been met. These 
primarily relate to the provision of gift cards and the 
timing of the sale of goods. 

w) Taxation  
The policy for current and deferred tax, when relevant, is 
as follows: 

•  tax on the profit or loss for the period will comprise 

current and deferred tax; 

•  current tax expense is calculated using the tax rates 

which have been enacted or substantively enacted at the 
balance sheet date, and any adjustment to tax payable in 
respect of previous years; 

•  deferred tax is provided using the balance sheet liability 
method, providing for temporary differences between 
the carrying amounts of assets and liabilities for 
financial reporting purposes and the amounts used 
for taxation purposes; 

•  the amount of deferred tax provided is based on 

the expected realisation or settlement of the carrying 
amount of assets and liabilities, using tax rates enacted 
or substantively enacted by the balance sheet date; 

•  a deferred tax asset is recognised only to the extent that 
it is probable that future taxable profits will be available 
against which the asset can be utilised. Deferred tax 
assets are reduced to the extent that it is no longer 
probable that the related tax benefit will be realised 
(see note 22); and 

•  deferred tax assets and liabilities are offset when there  
is a legally enforceable right to offset current tax assets 
against current tax liabilities and when the deferred tax 
assets and liabilities relate to taxes levied by the same 
taxation authority on either the same taxable entity or 
different taxable entities where there is an intention to 
settle the balances on a net basis.  

Uncertain tax positions 
A provision is recognised for those matters for which the tax 
determination is uncertain, but it is considered probable that 
there will be a future outflow of funds to a tax authority. The 
provisions are measured at the best estimate of the amount 
expected to become payable. The assessment is based on 
the judgement of tax professionals within the Company 
supported by previous experience in respect of such 
activities and in certain cases based on specialist 
independent tax advice. 

x) Dividends 
Dividends are recognised as a liability and deducted from 
equity at the balance sheet date only if they have been 
approved before or on the balance sheet date and not paid. 
Interim dividends are recognised in the period they are paid. 

y) Share capital 
Ordinary shares are classified as equity. The share capital 
represents the nominal value of shares that have been issued. 

z) Share premium 
The share premium account represents the excess of 
the issue price over the nominal value on ordinary shares 
issued, less incremental costs directly attributable to issue 
the new shares. 

aa) Retained earnings  
The retained earnings reflect the accumulated profits and 
losses of the Group.  

ab) Merger reserve and other reserves  
The consolidation of the subsidiaries acquired in advance 
of the Initial Public Offering in March 2010 (C-Retail Limited, 
DKH Retail Limited, SuperGroup Concessions Limited, 
SuperGroup International Limited, SuperGroup Internet 
Limited and SuperGroup Retail Ireland Limited) into the 
financial statements of Superdry plc has been prepared 
under the principles of predecessor accounting, whereby 
an acquirer is not required to be identified, and all entities 
are included at their pre-combination carrying amounts. This 
accounting treatment leads to differences on consolidation 
between consideration and fair value of the associated net 
assets and this difference is included within equity as a 
merger reserve. The translation reserve relates to gains 
and losses arising on retranslating the net assets of 
overseas subsidiaries into sterling. 

ac) ESOP reserve  
Some Superdry Plc shares recognised as equity have been 
repurchased in order to settle future obligations under 
share-based payment arrangements. The amount of the 
consideration paid for the treasury shares, which includes 
directly attributable costs, is recognised as a deduction 
from equity. Repurchased shares are classified as treasury 
shares and are presented in the ESOP reserve. When 
treasury shares are sold or reissued subsequently, the 
amount received is recognised as an increase in equity 
and the resulting surplus or deficit on the transaction is 
presented within retained earnings. The Company applies 
the look through method, treating the employee benefit trust 
as an extension of Superdry Plc. Accordingly the treasury 
shares are recognised within equity in both the Group and 
Company financial statements.  

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1. Principal accounting policies continued 
ad) Segment reporting 
Operating segments are reported in a manner consistent 
with the internal reporting provided to the Chief Operating 
Decision-Maker (CODM). The CODM, which is responsible 
for allocating resources and assessing performance of 
the operating segments, has been identified as the 
Executive Committee.  

At each reporting date the Group reviews the composition 
of its segments to reflect the impact of changes in reporting 
provided to the CODM or restructuring in the business. 
Where changes in the operating segments are identified, 
the comparative information is restated where possible.  

ae) Cost of sales 
Cost of sales comprises movements between opening and 
closing inventories, purchases, carriage in, commissions 
payable, and other related expenses. As explained in 
note 1e, customers have a right of return. When customers 
exercise this right, the Group has a right to recover the 
product and as such recognises a right to returned goods 
asset and a corresponding adjustment to cost of sales. 
This is based on the historical rate of return. 

af) Government grants 
Government grants are not recognised until there is 
reasonable assurance that the Group will comply with the 
conditions attaching to them and that the grants will be 
received. Government grants are recognised in the Group 
statement of comprehensive income on a systematic basis 
over the periods in which the Group recognises an expense 
for the related costs for which the grants are intended to 
compensate. The income is directly offset against the 
expense for the related costs for which the grants are 
intended to compensate. 

ag) Adjusting items 
Adjusting items are disclosed separately in the Group 
statement of comprehensive income and are applied to the 
Statutory profit or loss before tax to arrive at the adjusted 
result. This presentation is consistent with the way that 
financial performance is measured by management and 
reported internally and therefore is considered useful 
additional financial information to the reader. In determining 
whether events or transactions are treated as adjusting 
items, management considers quantitative as well as 
qualitative factors. Adjusting items are identified by  
virtue of their size, nature or incidence. 

Examples of charges or credits meeting the above 
definition, and which have been presented as adjusting 
items in the current and/or prior years, include: 

•  acquisitions/disposals of significant businesses 

and investments; 

•  impact on deferred tax assets/liabilities for changes in 

tax rates; 

•  business restructuring programmes; 

•  derecognition of deferred tax assets; 

•  asset impairment and onerous property related 

contracts charges and reversals;  

•  the movement in the fair value of unrealised financial 

derivatives; and 

•  IFRS 2 charge on Founder Share Plan. 

Further information about the determination of adjusting 
items in the financial year 2023 and reconciliations between 
the statutory and performance measures are included in 
notes 6 and 35.  

ah) Impairment of financial assets 
The Group recognises a loss allowance for expected credit 
losses (ECL) on investments in debt instruments that are 
measured at amortised cost or at fair value through other 
comprehensive income (FVTOCI), trade receivables 
and lease receivables, as well as on financial guaranteed 
contracts. The amount of ECL is updated at each reporting 
date to reflect changes in credit risk since initial recognition 
of the respective financial instrument.  

The Group always recognises lifetime ECL for trade 
receivables and lease receivables. The ECL on these 
financial assets are estimated using a provision matrix 
based on the Group’s historical credit loss experience, 
adjusted for factors that are specific to the debtors, 
general economic conditions, and an assessment of both 
the current as well as the forecast direction of conditions 
at the reporting date. 

For all other financial instruments, the Group recognises 
lifetime ECL when there has been a significant increase in 
credit risk since initial recognition. A significant increase in 
credit risk is defined in note 33. However, if the credit risk on 
the financial instrument has not increased significantly since 
initial recognition, the Group measures the loss allowance 
for that financial instrument at an amount equal to 12-month 
ECL. Lifetime ECL represents the expected losses that will 
result from all possible default events over the expected 
life of a financial instrument. In contrast, 12-month ECL 
represents the portion of lifetime ECL that is expected to 
result from default events on a financial instrument that 
are possible within 12 months after the reporting date. 

In addition, the Company recognises a loss allowance for 
expected credit losses (ECL) on amounts owed from fellow 
group undertakings. The amount of ECL is updated at each 
reporting date to reflect changes in credit risk since initial 
recognition of the respective financial asset. 

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1. Principal accounting policies continued 
ai) Climate change impact  
Climate change is a global challenge and emerging risk to 
businesses, people and the environment across the world. 
Although commitments we have made to date form part 
of the cashflow projections within our going concern and 
impairment assessments, the impact of climate change 
is not judged to have been a key driver in determining the 
outcomes of these exercises and is therefore not currently 
classified as a key source of estimation uncertainty. The 
Group will continue to review this classification as the 
assessment of the impacts, risk and opportunities presented 
by climate change and the Group’s commitments to address 
the challenges presented evolve over the coming years. 

2. Critical accounting judgements and 
key sources of estimation uncertainty in 
applying accounting policies 
The preparation of the financial statements requires 
judgements, estimates and assumptions to be made that 
affect the reported value of assets, liabilities, revenues, and 
expenses. The nature of estimation and judgement means 
that actual outcomes could differ from expectation.  

Key sources of estimation uncertainty  
Management consider that accounting estimates and 
assumptions made in relation to the following items have a 
significant risk of resulting in a material adjustment to the 
carrying amounts of assets and liabilities within the next 
financial period. 

Medium-term financial plan 
The Group’s store asset impairment review and assessment 
for onerous property related contract provisions, the 
goodwill impairment review and deferred tax recoverability 
assessment, together with the impairment review of the 
Company’s investments and intercompany receivables, are 
all dependent on forecast future cash flows to assess value 
in use and recoverability. As a basis for these assessments, 
the Group prepare a medium-term financial plan, which 
includes the Budget and future cash flows over a five-year 
period. The plan has regard to historic performance, 
knowledge of the current market and the impact of current 
macroeconomic conditions, together with the Group’s views 
on the achievable growth, all of which have been reviewed 
and approved by the Board. 

The medium-term plan approved by the Board includes 
key assumptions and estimates for revenue growth, gross 
margin and costs. The level of uncertainty in the Group 
forecasts has been exacerbated by external factors such as 
input price inflation and the squeeze on consumer budgets, 
largely driven by rising inflation. The forecasts are also 
dependent on the success of the brand reset.  

The plan also includes assumptions on cost optimisation 
and efficiency. As required within IAS36, future cash 
flows or cost savings, derived from restructuring or future 
expenditure on enhancements, cannot be included in the 
impairment calculations unless committed by the end of 
the financial year. The majority of cost savings recognised 

within the plan arise from activities to improve operational 
efficiency. Any cost reduction included in the plan that arise 
from changes to the Group operating model are the result of 
projects previously approved and initiated. The cash flow 
forecasts used in the impairment assessments are subject 
to the success of the cost optimisation programs initiated 
and are in progress. The plan does not include the impact 
of costs or benefits arising from future expenditure on 
enhancements to the operating model. 

The impact of changes to the medium-term plan on the 
impairment reviews are reviewed below. 

Store impairment estimates 
Store assets (as with other financial and non-financial 
assets) are subject to impairment based on whether current 
or future events and circumstances suggest that their 
recoverable amount may be less than their carrying value. 
Recoverable amount is based on the higher of the value in 
use and fair value less costs to dispose, although as all the 
Group’s owned stores are leasehold, only value in use has 
been considered in the impairment assessment. Value in use 
is calculated from expected future cash flows using suitable 
discount rates and including management assumptions 
and estimates of future performance. An impairment charge 
of £44.7m (2022: £24.2m) and an impairment reversal of 
£3.7m (2022: £7.4m) were recognised in the period (net 
impairment of £41.0m, 2022: £16.8m). The recoverable 
amount for stores that are showing an impairment totals 
£31.4m at the balance sheet date. Of this amount £28.5m 
relates to ROU assets and £2.9m relates to PPE. 

For impairment testing purposes, the Group has determined 
that each store is a Cash Generating Unit (CGU). Each CGU 
is tested for impairment if any indicators of impairment have 
been identified. All 213 (2022: All 220) owned stores have 
been tested for impairment in the current year.  

The key estimates for the value in use calculations are those 
regarding expected changes in future cash flows and the 
allocation of central costs. The key assumptions used in 
determining store cash flows are the growth in both sales 
and gross margin set out in the medium-term plan, as well 
as operational savings and cost efficiencies identified 
across the Group and incorporated into forecast cash flows. 

The value in use of each CGU is calculated based on the 
Group’s Board approved medium-term financial plan. 
The medium-term financial plan is prepared and has 
been attributed to individual stores based on their historic 
performance. Store revenues in the medium-term financial 
plan for each CGU are planned at a LFL% between –5% – 
0% reflecting continued channel shift to ecommerce and 
continued lower footfall on the high street. Margin is 
expected to improve by between 0.3% – 1% in each year 
of the plan as a result of range refinement, discount stance 
and deflation of supply costs. Long term store revenue 
growth rates outside of the scope of the plan are at 0% LFL. 

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2. Critical accounting judgements and 
key sources of estimation uncertainty in 
applying accounting policies continued 
Cash flows beyond this five-year period as set out in the 
medium-term financial plan are extrapolated using long-
term growth rates that are indicative of country-specific 
rates. The cash flows are discounted using the appropriate 
discount rate. The cash flows are modelled for each store 
through to their lease expiry date. Lease extensions have 
only been assumed in the modelling where they have been 
agreed with landlords.  

Central costs are attributed to store CGUs where they 
can be allocated on a reasonable and consistent basis, 
and assumptions are required to determine the basis for 
allocation. In addition to directly attributable store costs, 
other relevant operating costs have been attributed to store 
CGUs on a reasonable and consistent basis where possible, 
which include certain distribution, IT, HR and marketing 
expenses, totalling 10-15% of the overall annual cost base. 
Costs are expected to grow between 0% and 5% in each 
year of the plan – reflecting inflation countered by the 
Group’s cost out programme. Cost not included in the 
store asset impairment assessment are; those specifically 
associated to the ecommerce and wholesale channels, 
corporate overheads and other central costs that cannot 
be allocated on a reasonable and consistent basis. Costs 
outside of the scope of the medium-term plan are assumed 
to grow at a rate of 2% per annum. 

Management estimates discount rates using pre-tax rates 
that reflect the current market assessment of the time value 
of money and the risks specific to the CGUs. The pre-tax 
discount rates range from 13.2% to 19.8% (2022: 11.35% 
to 17.7%) and are derived from the Group’s post-tax WACC 
range of 11.9% to 16.7% (2022: 11.1% to 13.8%). A 500bps 
change in the discount rates would result in a £2.1m 
increase or £2.4m decrease in the net impairment. 

During the year, the Group has recognised an impairment 
charge of £4.0m and an impairment reversal of £0.6m, 
giving a net impairment charge of £3.4m (2022: charge 
£4.0m / reversal £1.6m = net £2.4m) relating to property, 
plant and equipment. An impairment reversal has been 
recognised of £1.1m in relation to intangible assets. An 
impairment charge £40.7m and impairment reversal £3.1m, 
giving a net impairment charge of £37.6m (2022: charge 
£20.2m / reversal £5.8m = net £14.4m) has been recognised 
relating to right-of-use assets. These impairment charges 
have been recognised as part of adjusting items within 
selling, general and administrative expenses. The total 
carrying value after the impairment assessment of property, 
plant and equipment is £16.3m (note 18), right-of-use assets 
is £48.5m (note 30) and intangible assets is £42.8m (note 19). 

Attributing Ecommerce sales and costs to stores 
Judgement is required to determine whether Ecommerce 
sales (and associated costs) could be attributed to stores 
for the purposes of impairment testing when calculating the 
value in use of each store CGU. The basis of such attribution 
is considered difficult to determine, due to insufficient 
evidence to reliably estimate. For this reason, Ecommerce 
sales attributable to stores have not been calculated.  

Store impairment judgements 
Store assets (as with other financial and non-financial assets) 
are subject to impairment based on whether current or future 
events and circumstances suggest that their recoverable 
amount may be less than their carrying value. The impairment 
review involves critical accounting judgements, in addition 
to the significant estimates discussed above. 

Judgement is required in determining which central costs 
are directly involved in the store operations and therefore 
should be apportioned to each store CGU. Central costs are 
attributed to store CGUs where they can be allocated on a 
reasonable and consistent basis. 

Judgement is also involved in defining the lease term used 
in the store impairment calculations. Lease extensions have 
only been assumed in the modelling where they have been 
agreed with landlords.  

See note 6 for further details.  

Sensitivity analysis 
The Group has carried out a sensitivity analysis on 
the impairment tests for its owned store portfolio on an 
aggregated basis for property, plant and equipment, right-
of-use assets and intangibles, using various reasonably 
possible scenarios based on recent market movements 
including discount rates and a change to the sales and 
margin assumptions in the medium-term financial plan: 

•  An increase of 200bps in the gross margin rate in all years 
for each territory would decrease net impairment by £5.0m 

•  A decrease of 200bps in the gross margin rate in all years 
for each territory would increase net impairment by £4.9m 

•  An increase of 10% in the year 1 sales growth for each 
territory would decrease net impairment by £4.7m 

•  A decrease of 10% in the year 1 sales growth for each 
territory would increase net impairment by £4.7m 

•  A 15% change in the central costs being allocated to the 
store CGUs would increase net impairment by £1.9m 

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2. Critical accounting judgements and 
key sources of estimation uncertainty in 
applying accounting policies continued 
Onerous property related contracts provisions 
Management has also assessed whether impaired and 
unprofitable stores require an onerous provision for the 
property related contracts. An onerous property related 
contracts provision is recognised when the Group believes 
that the unavoidable costs of meeting or exiting the 
property related obligations exceed the benefits expected 
to be received under the lease. The property related 
contracts relate primarily to service charges.  

The calculation of the net present value of future cash flows 
is based on the same assumptions for growth rates and 
expected changes to future cash flows as set out above 
for store impairments, discounted at the appropriate risk 
adjusted rate. The costs of exiting property related contracts 
as set out in the lease agreement, either at the end of the 
lease or the lease break date (whichever is shorter), have 
been considered in the calculation.  

Based on the factors set out above, the Group has 
reassessed the onerous property related contract provision 
as being £8.0m (2022: £8.4m). This value is after a net 
£0.2m provision release on exited stores, credited to the 
Group statement of comprehensive income (2022: £1.0m 
provision release on exited stores). The provision is also 
stated after utilisation of the brought forward provision of 
£2.8m (2022: £4.3m). The charge recognised in respect of 
the net increase to the onerous lease provision is £2.3m 
(2022: £1.5m), which is required to increase the provision to 
£8.0m, based on the outcome of the year end assessment.  

The onerous property related contracts provision charge of 
£2.3m has been recognised within adjusting items within 
selling, general and administrative expenses. Further 
significant costs (or credits) may be recorded in future 
years dependent on the Group’s trading performance. 

A 500bps increase/decrease in the risk-free rates would 
result in a £1.0m increase or £1.1m decrease in the onerous 
lease provision. 

The Group has performed sensitivity analysis on the onerous 
property related contract provisions using reasonably 
possible scenarios based on recent market movements, 
consistent with those sensitivities disclosed above in the 
‘store impairment’ section: 

•  An increase of 200bps in the margin rate in all years 

for each territory would decrease the onerous property 
related contracts charge by £1.4m 

•  A decrease of 200bps in the margin rate in all years for 
each territory would increase the onerous property 
related contracts charge by £0.7m 

•  An increase of 10% in year 1 sales growth for each 

territory would decrease the onerous property related 
contracts charge by £1.6m 

•  A decrease of 10% in year 1 sales growth for each territory 
would increase the onerous property related contracts 
charge by £1.5m 

Impairment of Superdry Plc’s investment in 
subsidiaries and receivable balances from 
group companies 
Under IAS 36, an impairment review is performed in respect 
of Superdry Plc’s investment in subsidiaries, whenever an 
indicator of impairment has been identified. The reduction 
in the Group’s market capitalisation as of the reporting 
date has been considered an indicator of impairment and an 
impairment review performed accordingly. The impairment 
review of Superdry Plc’s investment in subsidiaries has been 
performed using the same assumptions for growth rates 
and expected changes to future cash flows as set out above 
for store impairments. The Group’s medium-term plan is 
used as the basis for determining the enterprise value of 
each subsidiary within the Group. Certain assumptions have 
been applied in the allocation of future forecast Group cash 
flows between the individual subsidiaries of Superdry Plc. 
These allocations have been based upon the current mix of 
cash flows within the Group. The enterprise value for each 
subsidiary has been adjusted for net debt to determine 
each subsidiary’s equity value. The cash, overdraft and 
intercompany position of each subsidiary at the reporting 
date has been used to determine the net debt. An impairment 
has been recorded wherever the carrying value of the 
investment in the subsidiary exceeds the equity value.  
As a result of the impairment review, an impairment charge 
of £67.2m was identified in respect of a number of the 
individual subsidiaries, including charges against the 
investments in DKH Ltd of £59.6m, Superdry Germany 
GmbH an impairment charge of £3.7m, Superdry Retail 
Denmark A/S a charge of £3.2m and C-Retail Ltd a charge 
of £0.7m. These impairment charges have mainly arisen due 

to a reduction in revenue in the medium-term plan for the 
wholesale and stores streams in each country, with DKH 
also operating as guarantor in a limited risk distribution 
model for other Group companies. The recoverable amount 
for the investments that are showing an impairment total 
£95.1m at the balance sheet date. 

The Company has performed sensitivity analysis on the 
impairment review using reasonably possible scenarios 
based on recent market movements including discount ates 
and changes to sales assumptions in the medium-term 
financial plan. The investment in DKH Retail Ltd is particularly 
sensitive to any changes to the group-wide forecasts due 
to the transfer pricing policy applied by the Group, under 
which many subsidiaries operate as limited risk distributors. 
As a result of the transfer pricing policy DKH Retail Ltd 
is exposed to both upside and downside in the group-wide 
performance.  

•  An increase/decrease of 5% in group-wide sales for 

each territory in all years would decrease/increase the 
investment impairment by reversal of £24.9m and charge 
of £96.4m respectively. 

•  An increase/decrease of 100bps in the discount rates 
applied would increase/decrease the investment 
impairment by charge £79.3m and charge of 
£62.7m respectively. 

Further details are included in note 20. 

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2. Critical accounting judgements and 
key sources of estimation uncertainty in 
applying accounting policies continued 
The Company has undertaken an assessment of the 
recoverability of receivable balances from Group companies. 
Under the requirements of IFRS9, the Company adopts the 
expected forward-looking credit loss model. The models 
review the potential for each entity across the Group to 
repay their loans at the balance sheet date and across the 
medium-term plan, in order to assign a level of recoverability 
for all Company debtor balances. The review requires 
assessment of the full Group intercompany debtor matrix to 
ensure account is taken of all downstream debtor balances. 
The Company has also undertaken a number of scenarios 
on the medium-term plan, allocating probability weightings 
to each scenario, to arrive at an overall estimated outcome 
of debtor recoverability.  

Further details are provided in note 21 and note 24. 

Valuation of Goodwill  
Goodwill of £21.6m is split between the Group’s operating 
segments as £14.4m (2022: £13.8m) for Wholesale, £4.5m 
(2022: £4.4m) for Ecommerce and £2.7m (2022: £2.5m) 
for Stores.  

An impairment test is undertaken at a segmental level each 
year to compare the carrying value of assets of a business 
or cash generating unit (CGU) including goodwill to their 
recoverable amount. The recoverable amount is estimated 
based on using a value in use model using discounted cash 
flows derived from the medium-term plan, which includes 
extensions to leases for profitable stores through the plan, 
and which is extended out to 10 years based on long term 
growth rates and adjusting for working capital. 

The present values of the future cash flows of the 
Ecommerce and Wholesale CGUs are significant and 
are not sensitive to changes in the assumptions. The 
recoverable amount of the stores CGU is £75.3m, with 
headroom of £16.6m. As a result, the Stores goodwill is 
sensitive to changes to the key assumptions. A 1.9% fall in 
sales across the medium-term plan, a 1.3ppt drop in average 
Gross Margin and a 5.4% increase in the discount rate 
would result in the carrying value being equal to the 
recoverable amount. 

Further details are included in note 19. 

Key Judgements 
Management consider that judgements made in the process 
of applying the Group’s accounting policies that could have 
a significant effect on the amounts recognised in the Group 
financial statements are as follows: 

Going concern 
The financial statements continue to be prepared on 
the going concern basis. This conclusion is based on 
the Group’s current forecasts, sensitivities and mitigating 
actions available to management, having regard to the risks 
and uncertainties to which the Group is exposed including 
the material uncertainty detailed in Note 1. The Group 

directors have a reasonable expectation that the Group has 
adequate resources to continue in operational existence 
for the foreseeable future, and operate within its borrowing 
facilities and covenants for the period 12 months from date 
of signature. 

See note 1 for more details. 

Inventory provision 
Provision is made for stock items where the net realisable 
value is estimated to be lower than cost. Net realisable 
value is based on the age and season of the stock held and 
calculated using the Group’s historical sales experience and 
assumptions regarding future selling prices. The provision 
for aged inventory is calculated by providing on a graduated 
basis for stock over 3 years old. Management also provides 
against specific stock balances which are deemed slow-
moving or which may be sold at a loss through clearance. 
The estimation uncertainty relates to the total provision of 
£3.8m (2022: £6.1m). A reasonably possible outcome for the 
stock provision would be an increase of £2.6m to £6.4m, if 
the aged stock provision percentages are accelerated by 
a year. 

Recoverability of trade debtors 
The impairment of trade and other receivables is based on 
management’s estimate of the ECL. These are calculated 
using the Group’s historical credit loss experience, with 
adjustments for general economic conditions and an 
assessment of conditions at the reporting date. The 
estimation uncertainty relates to the allowance for 
expected credit losses of £6.0m (2022: £4.7m) which 
includes a specific provision and an ECL provision. 

The specific provision of £4.2m (2022: £3.2m) is calculated 
for higher risk trade receivables. This provision is calculated 
based on a specific review of the exposure to each customer, 
net of credit enhancements and taking into consideration 
their payment history. There is a range of possible outcomes 
for the specific provision; an indication of the maximum 
possible exposure is that the specific provision of £4.2m 
(2022: £3.2m) covers gross debtors of £11.7m (2022: £7.1m). 

The ECL provision of £1.8m (2022: £1.5m) is calculated for 
the aggregated remaining debtors profiled by country, net 
of credit enhancements, and assuming country-specific 
default rates. The country-specific default rates were 
prepared using the Group’s historic loss experience in 
the relevant country, which has also been adjusted for 
forward-looking information. A range of reasonably 
possible outcomes for the ECL provision, is £320k–£2.8m. 
The higher-end of the range assumes a four-fold level of 
credit risk for each country at the reporting date, compared 
to average historic loss experience. 

See notes 24 and 33 for further details. 

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2. Critical accounting judgements and 
key sources of estimation uncertainty in 
applying accounting policies continued 
Foreign exchange translation on 
intragroup balances 
Foreign exchange gains/losses on intragroup balances 
denominated in currencies other than sterling are 
recognised in profit and loss. Judgement is required in 
determining whether the intragroup balances represent a 
net investment in foreign operations. Where the intragroup 
balances are considered a net investment in foreign 
operations, the exchange gain/loss is recognised in other 
comprehensive income. During FY23 the conclusion has 
been reached that intercompany loans from the UK to our 
US subsidiaries would qualify as net investment in foreign 
operations, on the basis that it is considered unlikely the 
loans will be repaid with the foreseeable future. As a result, 
exchange gains and losses arising subsequent to this 
decision will be recognised in other comprehensive 
income. Trading balances with the US and other intragroup 
balances to other group companies do not represent a 
net investment in foreign operations. This is on the basis 
that it is management’s intention to settle other foreign 
denominated intragroup balances in the foreseeable future. 

Under the Group’s transfer pricing policy, foreign 
subsidiaries are guaranteed a set profit margin (as limited 
risk distributors). Management’s intention is to use future 
profits generated by foreign subsidiaries to settle foreign 
denominated intragroup balances. Accordingly gains/losses 
on all other foreign denominated intragroup balances are 
recognised in profit and loss. 

Adjusting items  
Judgements are required as to whether items are 
disclosed as adjusting items, with consideration given to 
both quantitative and qualitative factors. Adjusting items are 
identified by virtue of their size, nature or incidence. Further 
information about the determination of adjusting items in 
financial year 2023 is in note 6 and 35. 

Deferred Tax Asset 
Deferred tax assets are recognised on balance sheet 
temporary differences to the extent that it is considered 
probable that they will reverse against taxable profits in 
future periods. The forecasting of suitable profits against 
which to offset these temporary differences involve critical 
accounting judgements and significant estimates. 

Given recent trading performance and the environment in 
which the Group continues to operate, the Group have 
assessed deferred tax assets to the extent deferred tax 
assets can be offset by deferred tax liabilities. 

The forecasting for deferred tax asset recognition purposes 
takes into account the current transfer pricing operating 
model and has been adjusted to take into account local tax 
laws which impact the reversal of underlying temporary 
differences, most materially, restrictions on the rate at 
which brought forward tax losses may be offset against 
current period profits in each jurisdiction. 

Deferred tax assets have been calculated in respect of 
individual companies to the extent deferred tax assets may 
be offset against deferred tax liabilities in those subsidiaries. 

In prior years, the Group used forecasts for a 10-year period 
to determine recoverability of deferred tax assets arising on 
tax losses. As a result of the revision to the Group’s outlook 
and material uncertainty, a significant reduction in the 
quantum of recognised deferred tax assets has arisen, 
reducing the net deferred tax asset to £nil (2022: £66.3m), 
as set out in note 22 to these financial statements. 

3. New accounting pronouncements 
The accounting policies set out have been applied 
consistently throughout the Group and to all years 
presented in these consolidated accounts except if 
mentioned otherwise. The Group adopted the following 
amendments to IFRS for the financial year 2023, none of 
which had a material impact: 

•  Annual Improvements to IFRS Standards 2018-2020 Cycle. 

•  Reference to the Conceptual Framework (Amendments 

to IFRS3) 

•  Property, Plant and Equipment — Proceeds before 

Intended Use (Amendments to IAS 16) 

•  Onerous Contracts — Cost of Fulfilling a Contract 

(Amendments to IAS 37) 

New accounting standards in issue but not 
yet effective.  
At the date of authorisation of these financial statements, 
the Group has not applied the following new and revised 
IFRS Standards that have been issued but are not 
yet effective: 

•  IFRS 17 Insurance Contracts; 

•  Amendment to IAS 8 ‘Definition of Accounting Estimates’;  

•  Amendment to IAS 12 ‘Deferred Tax related to Assets and 

Liabilities arising from a Single Transaction’. 

•  IFRS 10 and IAS 28 (amendments): Sale or Contribution 

of Assets between an Investor and its Associate or 
Joint Venture; 

•  Amendments to IAS 1: Classification of Liabilities as 
Current or Non-current; Non-current Liabilities and 
Covenants; Disclosure of Accounting Policies;  

•  Statement 2 – Disclosure of accounting policies; and 

•  Amendments to IFRS 16 ‘Lease Liability in a Sale 

and Leaseback’ 

These amendments have been endorsed by the UK 
Endorsement Board. The Group’s financial reporting will be 
presented in accordance with the above new standards for 
future accounting periods as required. The application of 
these new standards and amendments is not expected 
to have a material impact on the Group.  

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4. Segment information  
Revenue is generated from the same products (clothing and accessories) in all segments; the reporting of segments is 
based on how these sales are generated. The accounting policies of the reportable segments are the same as the Group’s 
accounting policies described in note 1. Gross profit is the measure reported to the Group’s CODM for the purpose of resource 
allocation and assessment of segment performance. The Group derives its revenue from contracts with customers for the 
transfer of goods and services being recognised at a point in time. 

Segmental information for the business segments of the Group for financial years 2023 and 2022 is set out below. The ‘Retail’ 
subtotal of the ‘Stores’ and ‘Ecommerce’ segments presented below is considered useful additional information to the reader. 

Total segment revenue 
Less: inter-segment revenue 

Revenue from external customers 
Gross profit 

(Loss)/Profit before tax 

Stores 
2023
£m 

Ecommerce
2023
£m 

262.0
–

262.0
170.2

178.0
–

178.0
100.9

Retail 
subtotal
2023
£m 

440.0
–

440.0
271.1

(37.4)

Wholesale 
2023  
£m 

Central costs  
2023 
 £m 

417.6 
(235.1) 

182.5 
57.3 

19.5 

– 
– 

– 
– 

(60.6)

Group
 2023
£m 

857.6
(235.1)

622.5
328.4

(78.5)

The segment measure of profit required to be presented under IFRS 8 Segments is gross profit. Profit/(loss) before tax has 
been presented as an additional profit measure which is considered to provide useful information to the reader. Certain costs 
have not been allocated between the Stores and Ecommerce segments. Both the current and prior year there is no single 
customer that comprises in excess 10% of the turnover balance.  

The following additional information is considered useful to the reader: 

Revenue 
Retail 
Wholesale 

Total revenue 
Operating profit/(loss) 
Retail 
Wholesale 
Central costs 

Total operating loss 
Net finance expense – Central costs 
Net finance expense – Retail 

Loss before tax 
Retail 
Wholesale 
Central costs 

Total loss before tax 

Adjusted* 
2023  
£m   

Adjusting  
items  
 £m 

Reported
2023
£m 

440.0 
182.5 
622.5 

19.4 
21.3 
(54.0) 

(13.3) 
(3.5) 
(4.9) 
(21.7) 

14.5 
21.3 
(57.5) 
(21.7) 

– 
– 
– 

440.0
182.5
622.5

(51.9)
(1.8)
(3.1)

(56.8)
– 
– 
(56.8)

(51.9)
(1.8)
(3.1)
(56.8)

(32.5)
19.5
(57.1)

(70.1)
(3.5)
(4.9)
(78.5)

(37.4)
19.5
(60.6)
(78.5)

*  Adjusted is defined as reported results before adjusting items and is further explained in note 35.  

The net impairment losses and reversals on store assets and onerous property related contract charges amount to £43.3m, 
charge of £47.0m and reversal of £3.7m (2022: charge of £25.6m/reversal £7.3m = net of £18.3m) and all relate to the Retail 
segment. 

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4. Segment information continued 

Total segment revenue 
Less: inter-segment revenue 

Revenue from external customers 
Gross profit 

Profit/(loss) before tax 

Stores 
2022
£m 

228.4
–

228.4
161.9

Restated*
Ecommerce
2022
£m 

155.7
–

155.7
97.8

Restated*
Retail 
subtotal
2022
£m 

384.1
–

384.1
259.7

25.6

Wholesale 
2022  
£m 

Restated 
Central costs  
2022 
 £m 

Restated*
Group
 2022
£m 

393.6 
(168.1) 

225.5 
81.7 

52.4 

– 
– 

– 
– 

(60.4)

777.7
(168.1)

609.6
341.4

17.6

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

The following additional information is considered useful to the reader: 

Revenue 
Retail 
Wholesale 

Total revenue 
Operating profit/(loss) 
Retail 
Wholesale 
Central costs 

Total operating profit/(loss) 
Net finance expense – Central costs 
Net finance expense – Retail 

Profit/(loss) before tax 
Retail 
Wholesale 
Central costs 

Total profit/(loss) before tax 

Restated** 
Adjusted* 
2022  
£m   

Adjusting  
items  
 £m 

Restated**
Reported
2022
£m 

384.1 
225.5 
609.6 

38.4 
49.1 
(57.9) 
29.6 
(3.0) 
(5.0) 
21.6 
33.5 
49.1 
(61.0) 
21.6 

– 
– 
– 

(7.9)
3.3 
0.6 
(4.0)
– 
– 
(4.0)
(7.9)
3.3 
0.6 
(4.0)

384.1
225.5
609.6

30.5
52.4
(57.3)
25.6
(3.0)
(5.0)
17.6
25.6
52.4
(60.4)
17.6

*  Adjusted is defined as reported results before adjusting items and is further explained in note 35. 
**  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Revenue from external customers in the UK and the total revenue from external customers from other countries are:  

External revenue – UK 
External revenue – Europe 
External revenue – Rest of World 

Total external revenue 

Group 

2023 
£m 

247.9 
285.5 
89.1 
622.5 

2022
£m 

224.1
294.3
91.2
609.6

The total of non-current assets, other than deferred tax assets, located in the UK is £63.5m (2022: £69.6m), and the total 
of non-current assets located in other countries is £44.1m (2022: £77.4m). Balance sheet by segment is not prepared or 
reviewed on a regular basis. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

5. Selling, general and administrative expenses 

Staff costs (note 7) 
Short-term and variable rent payments net of lease incentives and waivers 
Depreciation and amortisation 
Store impairment charges of property, plant and equipment and right-of-use assets  
Store impairment reversals of property, plant and equipment and right-of-use assets  
Restructuring, strategic change and other costs 
IFRS 16 Covid-19 rent concessions 
Onerous property related contracts charge 
Other (including logistics costs, marketing, rates and service charges)* 

Total selling, general and administrative expenses 

Group 

2023 
£m 

100.4 
0.7 
55.8 
44.7 
(3.7)
3.1 
(0.7)
2.3 
216.5 

419.1 

Restated**
2022
£m 

95.5
3.7
48.7
24.2
(7.4)
–
(3.7)
1.5
197.8

360.3

*  During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from selling, 

general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects selling, general and 
administrative expenses. Prior financial year comparatives have been restated to align to the current financial year approach.  

**  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Government grants for furlough support are netted off against staff costs, see note 36. 

6. Adjusting items 
The below adjustments are disclosed separately in the Group statement of comprehensive income and are applied to the 
reported (loss)/profit before tax to arrive at the adjusted profit be fore tax. Further information about the determination of 
adjusting items in financial year 2023 is included in note 35.  

Adjusting items 
Unrealised (loss)/gain on financial derivatives 
Store asset impairment and onerous property related contracts provision charge 
Store asset impairment and onerous property related contracts provision reversal 
Restructuring, strategic change and other costs 
IFRS 2 charge on Founder Share Plan (note 9) 

Total adjusting items charge 
Taxation 
Deferred tax on adjusting items (note 14) 

Total taxation 
Total adjusting items after tax 

Adjusting items before tax in the period totalled a net charge of £56.8m in the year (2022: £4.0m). 

Group 

2023 
£m 

(10.4)
(47.0)
3.7 
(3.1)
– 
(56.8)

– 
– 
(56.8)

2022
£m 

13.7
(25.6)
7.3
–
0.6

(4.0)

(3.0)
(3.0)
(7.0)

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

6. Adjusting items continued 
Store asset impairment charges and reversals and onerous property related contracts provision 
Comprehensive reviews have been performed in both the current and prior reporting periods ac ross the owned store portfolio 
to identify any stores which were either unprofitable, or where the anticipated future performance would not support the 
carrying value of assets.  

An impairment review has also been performed as of 29 April 2023. The Group continues to experience a challenging 
trading environment, largely due to the ongoing cost of living crisis and the current macroeconomic climate and challenges. 
As a result of the current year impairment review, a charge to the Group statement of comprehensive income for non-cash 
impairments of £44.7m was recognised, affecting 132 stores. Additionally, a non-cash credit of £3.7m was recognised in the 
Group statement of comprehensive income for the reversal of impairments recognised in previous periods. This impairment 
reversal affected 39 stores and is due to CGU NPV improving YoY due to improved expected revenue performance, or lower 
costs as a result of management cost out initiatives. The total net impairment of £41.0m affects property, plant and equipment 
and right-of-use assets. A significant level of estimation and judgement has been used to determine the charges and 
reversals, for which further disclosure and sensitivities can be found in note 2 on pages 139-141. 

A reassessment was also performed on the onerous property related contracts provision, resulting in a charge of £2.3m, 
affecting 41 stores. A significant level of estimation has been used to determine the charges to be recognised, for which 
further disclosure and sensitivities can be found in note 2 on pages 139-141. 

In the prior year, a store asset impairment review was performed in the context of the COVID-19 pandemic on 
trading performance across the store portfolio. As a result of the prior year review, a charge to the Group statement of 
comprehensive income for non-cash impairments of £24.2m was recognised, affecting 102 stores. Additionally, a non-cash 
credit of £7.4m was recognised in the Group statement of comprehensive income for the reversal of impairments that were 
recognised in previous periods. This impairment reversal affected 71 stores. The total net impairment of £16.8m affects 
property, plant and equipment and right-of-use assets. A reassessment was also performed on the onerous property 
related contracts provision, resulting in a charge of £1.5m, affecting approximately 39 stores.  

Restructuring, strategic change and other costs  
Adjusting items in 2023 included £3.1m from the restructuring programme announced in the FY23. This restructuring included 
redundancies in order to make the Group fit for the future. The Directors considered these to be adjusting items due to their 
one-off nature. In the prior year, no further restructuring expense has been charged. 

Unrealised (loss)/ gain on financial derivatives 
A £10.4m charge has been recognised within adjusting items in respect of the fair value movement in financial derivatives 
(2022: £13.7m gain), which has been driven primarily by the relative weakness of Sterling against the US Dollar at the year-
end, and its impact on forward currency contracts, buying US Dollar with Sterling. 

IFRS 2 charge on Founder Share Plan  
In the prior year a credit of £0.6m was recognised in respect of the Founder Share Plan (see notes 9 and 35 for further details). 
No further credit was recognised in the current financial year, as the scheme ended on 31 January 2022. 

Tax on adjusting items 
The net tax charge on adjusting items totals £nil (2022: £3.0m). An adjusting tax charge of £nil (2022: credit of £0.5m) arises 
as a result of provisions for onerous leases and impairments to property, plant and equipment at the balance sheet date, and 
an adjusting tax charge of £nil (2022: £3.4m) arises in connection with movements on the derivative contracts and an updated 
onerous lease review.  

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

7. Employee expense 

Wages and salaries 
Social security costs 
Share awards charge (Exc. FSP) 
Pension costs – defined contribution scheme 

Total employee expense 

Group 

Company 

2023
£m 

86.0
10.3
1.4
2.7

100.4

2022 
£m 

82.2 
9.1 
1.9 
2.3 

95.5 

2023  
£m 

13.7 
2.1 
0.7 
0.6 

17.1 

2022 
£m 

16.4
1.0
0.6
0.5

18.5

Details of the share-based compensation plans are detailed under notes 8 and 9. 

The total employee expense figures are net of furlough income received, per note 36. 

The closing pension creditor for the Group is £0.4m (2022: £0.4m). 

The average monthly number of full-time equivalent employees, including Directors on a service contract, are as follows: 

Administration 
Retail 

Total average headcount 

Group 

2023 
No. 

649
1,930
2,579

2022  
No. 

665 
1,844 

2,509 

Company 

2023  
No. 

212 
57 
269 

2022
No. 

208
52

260

Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 85-104. 

Remuneration of key members of management, who are the Non-Executive Directors, Executive Directors, Chief Marketing 
Officer, Chief Operating Officer, Chief Technology Officer, Group General Counsel & Company Secretary, Group People 
Director, Group Retail Director, Global Sourcing and Sustainability Director, recorded in the Group statement of 
comprehensive income, is as follows: 

Short-term employee benefits 
Post-employment benefits 
Share-based payments 

Total remuneration of Key Management Personnel 

Group 

2023 
£m 

3.5 
0.1 
0.5 
4.1 

2022
£m 

4.1
0.1
0.4
4.6

The total amounts for Directors’ remuneration in accordance with Schedule 8 to the Accounting Regulations were as follows: 

Short-term employee benefits 
Share-based payments 
Money purchase pension contributions 

Total aggregate Directors’ remuneration 

Group 

2023 
£m 

1.5 
– 
0.1 
1.6 

2022
£m 

1.5
–
–
1.5

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

8. Share-based Long-Term Incentive Plans (LTIP) 
Share awards are granted to employees in the form of equity-settled awards and cash-settled awards. 

Performance Share Plan 
The award of shares is made under the Superdry Performance Share Plan (PSP). Shares have no value to the participant at 
the grant date, but subject to the conditions of the specific scheme can convert and give participants the right to be granted 
nil-cost shares at the end of the performance period. 

The vesting period of these schemes is between two and three years. Share awards will also expire if the employee leaves the 
Group prior to the exercise or vesting date subject to the discretionary powers of the Remuneration Committee. 

The movement in the number of these share awards outstanding is as follows: 

At start of the period 
Granted 
Forfeited 
Cancelled 

Total number of outstanding share awards at end of the period 

Group and Company 

2023 
Weighted 
average 
exercise 
price 

2022  
Number of 
shares 

2022
Weighted 
average 
exercise
price 

2,818,698 
– 
1,260,745 
– 
(1,061,621)
– 
(115,795)
– 
–  2,902,027 

–
–
–
–
–

2023 
Number of 
shares 

2,902,027
2,176,827
(563,914)
(525,088)
3,989,852

None of the share awards were exercisable at the period end date (2022: nil). No options expired during the periods covered 
by the above table. 

The terms and conditions of the award of shares awarded under the PSP are as follows: 

Grant date 

October 2020 
October 2021 
October 2021 
October 2022 
October 2022 

Group and Company 

Type of award 

Restricted share award
Restricted share award
Restricted share award
Restricted share award
Restricted share award

Number of 
shares 

1,491,157 
907,674 
353,071 
1,560,019 
616,808 

Vesting 
period 

Fair 
value/share 

3 years
3 years
2 years
3 years
2 years

1.75
2.56
2.56
1.25
1.25

In 2021, the Company changed the award mechanism under the PSP from a scheme with market-based vesting criteria to 
a Restricted Share Awards (RSA) plan with no performance or market-based vesting criteria attached. The shares granted 
during the year are restricted share-based conditional awards. The fair value of the shares awarded at the grant date during 
the year is £2.7m (2022: £3.2m), determined using the modified grant-date method. The weighted average value of each 
award granted in the year was £1.25, which reflects the share price on the date the awards were granted. Shares awarded 
in previous years, which are still within their vesting period, contain market-based vesting criteria such as diluted earnings 
per share and total shareholder return performance targets. The fair value of these awards was determined at the grant 
date using a Black-Scholes pricing model.  

A charge of £1.6m (2022: £1.5m) has been recorded in the Group statement of comprehensive income during the year for 
schemes under the PSP. 

No share options were exercised during the period. The options outstanding at 29 April 2023 had a weighted average 
remaining contractual life of 18 months (2022: 17 months); these shares have an exercise price of £nil (2022: £nil). 

The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of  
non-transferability, exercise restrictions, and behavioural considerations. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

8. Share-based Long-Term Incentive Plans (LTIP) continued 
Cash-based conditional awards 
Cash-settled share-based payments were granted in the year under the PSP. These are equivalent to the RSAs granted 
during the year, but are to be settled through cash, rather than shares. 

These awards have no value to the participant at the grant date, but subject to the conditions of the specific scheme can 
convert and give participants the right to a cash settlement at the end of the performance period. 

The vesting period of these schemes is two years. Cash-settled share awards will also expire if the employee leaves the 
Group prior to the exercise or vesting date subject to the discretionary powers of the Remuneration Committee. 

The terms and conditions of the award of cash-settled shares awarded under the PSP are as follows: 

Grant date 

October 2021 
October 2022 

Type of award 

Cash-settled restricted share award 
Cash-settled restricted share award 

The movement in the number of share awards outstanding is as follows: 

Group and Company 

Number of 
shares 

151,430
234,454

Vesting  
period 

Fair value at 
grant date 

Fair value at 
reporting date 

2 years 
2 years 

2.56
1.25

0.86
0.86

At start of the period 
Granted 
Exercised 
Forfeited 

Total number of outstanding share awards at end of the period 

One of the share awards was exercisable at the period end date (2022: nil).  

Group and Company 

2023  
Number of 
shares 

330,571 
234,454 
(132,192)
(101,925)
330,908

2022 
Number of 
shares 

261,158
151,430
–
(82,017)
330,571

The shares granted during the year are restricted share-based conditional awards. The terms and conditions of the award 
specify that the fair value at the end of the performance period will be the lower of fair value on that date or a cap of twice 
the grant price.  

The fair value of the shares awarded at the grant date during the year was £0.5m (2022: £0.5m) and has been remeasured 
to £0.1m (2022: £0.3m) at the reporting date. The fair value of the award is determined at the modified grant date and is 
remeasured at each subsequent reporting period. The shares granted during the year did not contain any market-based 
vesting criteria. 

A charge of £nil (2022: £0.1m) has been recorded in the Group statement of comprehensive income during the year for  
cash-settled schemes under the PSP. 

Save As You Earn 
A Save As You Earn scheme is operated by the Group. A charge of £nil (2022: £0.1m) has been recorded in the Group 
statement of comprehensive income during the year. 

Buy As You Earn 
A Buy As You Earn scheme is operated by the Group which commenced in August 2016. In the year 62,744 shares (2022: 
24,311 shares) have been purchased under the scheme. The charge to the Group statement of comprehensive income is 
immaterial and therefore has not been accounted for. 

Other schemes 
Share options were issued in the current and prior years as part of recruitment packages for certain members of senior 
management. These options are subject to leavers’ provisions and the exercise period is up to two years. The charge 
to the Group statement of comprehensive income in financial year 2023 for these awards is £0.1m (2022: £0.2m). 

150
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

9. Founder Share Plan 
On 12 September 2017, the Founders of Superdry (the Founders), Julian Dunkerton and James Holder, announced the launch 
of a long-term incentive scheme, the Founder Share Plan (FSP) under which they agreed to share increases in their wealth 
with employees of the Group. The Founders had agreed to transfer into a fund 20% of their gain from any increase in 
the Group’s share price over a threshold of £18. 

The measurement period for the FSP ran from 1 October 2017 to 30 September 2020, and as such the measurement period 
for the market-based vesting criteria expired in FY21. 

The gain to be transferred into the fund was to be calculated using the market value of the shares, calculated as the average 
price of a Superdry plc share over the 20 dealing days prior to the maturity date (30 September 2020). When calculated, the 
market value of the shares on maturity did not meet the minimum threshold of £18 and therefore the FSP scheme did not meet 
the vesting criteria. 

IFRS 2 stipulates that there is no adjustment to the Group’s statement of comprehensive income where the scheme does not 
vest due to a market-based condition, and so there is no adjustment required to recognise that the scheme will not vest. 

The vesting period for the awards differed depending on the seniority of the colleagues in question. To be eligible for the 
award, employees needed to remain in employment on the vesting date, details of which were as follows:  

Share-settled element – Senior management  

•  50% – 31 January 2021  

•  50% – 31 January 2022  

Cash and share-settled elements – All other colleagues 

•  50% – 31 January 2021  

•  50% – 31 July 2021  

In accordance with IFRS 2 the FSP scheme has been accounted for as an equity-settled share-based payment scheme. 
The fair value of the award is determined using a Monte Carlo pricing model.  

The share-based payment charge associated with the FSP has accrued over five financial periods in line with the original 
vesting period, up until financial year 2022. 

A credit of £nil (2022: £0.6m) has been recorded in the Group statement of comprehensive income during the year.  

The number of share awards granted in the period is nil. The scheme ended in January 2022. 

10. Auditor remuneration 
During the financial year, the Group carried out a tender for the external audit following RSM UK Group LLP (RSM) were 
appointed as auditor in place of Deloitte LLP (Deloitte). Accordingly, the figures for auditor’s remuneration below relate to 
RSM 2023 and Deloitte for 2022. The Group obtained the following services from the Company’s auditor as detailed below: 

Audit services  
Fees payable to the Company’s auditor for the audit of the Company and the consolidated 
financial statements 
The audit of the Company’s subsidiaries pursuant to legislation* 

Total audit fees payable to the Company’s auditor and its associates  
Fees payable to the Company’s auditor and its associates for other services: 
Audit related assurance services – interim review  
Total fees payable to the Company’s auditors and its associates for other services  

Total auditor’s remuneration  

Group 

2023  
£m 

2022 
£m 

2.5 
0.3 

2.8 

0.1 
0.1 
2.9 

3.0
0.3

3.3

–
–
3.3

*  Fees payable for audit of the Company’s subsidiaries pursuant to legislation includes £95,000 which were paid to Deloitte LLP in FY23. 

151
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

11. Other gains and losses (net) 

Realised gains on foreign exchange contracts  
Unrealised gains on foreign exchange  

Net gains on foreign exchange excluding unrealised fair value (loss)/gain on foreign exchange 
forward contracts*  

Unrealised fair value (loss)/gain on foreign exchange forward contracts  
Royalty income 
Lease modifications and terminations 
Lease termination: Settlement Fee 
Other income  

Total other gains and losses 

Group 

2023 
£m 

10.6 
1.4 

12.0 

(10.4)
6.7 
13.1 
– 
0.9 
22.3 

Restated**
2022
£m 

3.7
8.3

12.0

13.7
7.2
16.8
(8.1)
1.1
42.7

*  During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from selling, 

general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects selling, general and 
administrative expenses. Prior financial year comparatives of £12.0m have been restated to align to the current financial year approach. 

**  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

The unrealised fair value loss on foreign exchange forward contracts of £10.4m (2022: gain of £13.7m) has been treated as an 
adjusting item, see note 6. 

Royalty income relates to wholesale royalty agreements, see note 1 for further detail. Other income in both financial years 
includes rent and profit from the sales of fixtures and fittings to franchisees.  

Lease modifications and terminations relate to lease renegotiations under IFRS 16, which resulted in reducing both the lease 
liability and the right-of-use asset. As the adjustment exceeded the carrying value of the right-of-use asset, this excess has 
been recognised as a gain in profit or loss.  

12. Operating (loss)/profit 
Group operating (loss)/profit is stated after charging/(crediting): 

Depreciation on property, plant and equipment – owned (note 18) 
Depreciation on right-of-use assets (note 30) 
Depreciation on deferred liability  
Loss on disposal of property, plant and equipment (note 18) 
Amortisation of intangible assets (note 19) 
Impairment charges of property, plant and equipment and right-of-use assets (note 5) 
Impairment reversals of property, plant and equipment and right-of-use assets (note 5) 
Impairment reversal of intangibles (note 19) 
Restructuring, strategic change and other property costs (note 5) 
Cost of inventories recognised as an expense 
Net reversal of inventories provision (note 23) 
Short-term and variable rent payments net of lease incentives and waivers (note 5) 
Onerous property related contracts charge (note 5) 
Government grants including furlough, gross of provision (note 36) 
Covid-19 rent concessions 
Net impairment loss/(credit) on trade receivables (note 24) 
Net foreign exchange gain 

Group 

2023 
£m 

19.1 
28.6 
(0.3)
1.1 
8.1 
44.7 
(3.7)
(1.1)
3.1 
264.5 
(0.7)
0.7 
2.3 
(1.4)
(0.7)
1.7 
(15.9)

Restated*
2022
£m 

12.9
28.0
(0.3)
1.1
7.6
24.2
(7.4)
–
–
248.6
(0.4)
3.7
1.5
(2.0)
(3.7)
(1.8)
(12.3)

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

The above Group operating (loss)/ profit includes £7.5m (2022: £13.1m) of depreciation savings on property, plant and 
equipment and intangible assets, resulting from previous years’ impairments and £2.8m (2022: £4.3m) of onerous contract 
provision utilisation.  

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

13. Finance expense (net) 

Bank interest receivable 

Total finance income 
Bank interest payable 
Interest on lease liabilities 

Total finance expense 

14. Tax expense 
The tax expense comprises:  

Current tax 
•  UK corporation tax charge for the period 
•  Adjustment in respect of prior periods 
•  Overseas tax 
Total current tax expense 
Deferred tax 
•  Origination and reversal of temporary differences 
•  Deferred tax not recognised  
•  Adjustment in respect of prior periods 
•  Effect of UK rate change 
Adjusting tax expense 

Total deferred tax expense/(credit) 
Total tax expense/(credit) 

Group 

2023 
£m 

1.8 

1.8 
(5.1)
(5.1)

(10.2)

Group 

2023 
£m 

– 
1.9 
1.4 
3.3 

– 
72.0 
(5.7)
– 

– 
66.3 
69.6 

2022
£m 

–

–
(2.9)
(5.1)

(8.0)

2022
£m 

–
4.4
3.2
7.6

(0.8)
–
(2.0)
(12.7)

3.0
(12.4)
(4.8)

The tax charge on the adjusted loss is £69.6m (2022: £4.8m credit). The net tax charge on adjusting items totals £nil (2022: 
£3.0m). The net tax charge on adjusting items totals £nil (2022: £3.9m tax credit). No adjusting tax charges are recognised on 
the basis that the reduction in deferred tax assets recognised at the balance sheet date in comparison to the prior year results 
in no deferred tax charges being recognised in respect of current year adjusting items. 

Factors affecting the tax expense for the period are as follows: 

(Loss)/profit before tax 
(Loss)/profit multiplied by the standard rate in the UK – 19.5% (2022: 19.0%) 
Expenses not deductible for tax purposes 
Adjust opening UK deferred tax balances to 25% tax rate 
Overseas tax differentials 
Deferred tax assets derecognised in the year 
Current year losses unrecognised 
Deferred tax not recognised 
Adjust closing UK deferred tax balances to 25% tax rate 
Adjustment in respect of prior years (inclusive of uncertain tax positions) 

Total tax expense/(credit) excluding adjusting items 

Group 

2023 
£m 

(78.5)
(15.3)
1.1 
– 
1.0 
66.3 
20.3 
– 
– 
(3.8)

69.6 

Restated*
2022
£m 

17.6
3.4
1.7
(12.7)
0.5
–
–
2.4
(2.5)
2.4
(4.8)

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

The Group has a tax charge on adjusted losses of £69.6m (2022: £7.8m credit) and a tax charge on adjusting losses of £nil 
(2022: £3.0m). Taken together the Group has a tax charge of £69.6m (2022: £4.8m credit).  

153
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

15. Loss attributable to Superdry plc  
The loss after tax for the 52 weeks ended 29 April 2023 for the Company was £197.6m (53 weeks ended 30 April 2022: loss 
of £55.8m). There was a credit to equity reserve of £nil (2022: £1.0m credit) in respect of employee share schemes. The 
Directors have approved the statement of comprehensive income for the Company. Retained earnings of the Company at 
29 April 2023 were a loss of £141.8m (2022: £6.5m profit). 

16. Earnings per share 

Earnings 
(Loss)/Profit for the period attributable to owners of the Company 

Number of shares at year-end* 
Weighted average number of ordinary shares – basic 
Effect of dilutive options and contingent shares 
Weighted average number of ordinary shares – diluted 

Basic earnings per share (pence) 
Diluted earnings per share (pence) 

Group 

2023 
£m 

Restated**
2022
£m 

(148.1) 

No. 

82,147,895 
81,668,940 
3,842,438 
85,511,378 
(181.3) 
(181.3) 

22.4

No. 

81,360,187
81,879,072
3,098,395
84,977,467
27.4

26.4

*  The number of shares at year-end excludes the shares held by the Supergroup Plc employee benefit trust. 
**  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Adjusted earnings per share 
Adjusted earnings are used by management to review and improve sustainable profitability. Adjusting items are disclosed 
separately in the Group statement of comprehensive income and are applied to the Statutory profit or loss before tax to arrive 
at the adjusted result. See note 1 and note 35 for further details. 

Earnings 
(Loss)/profit for the period attributable to the owners of the Company  

Unrealised (loss)/gain on financial derivatives 
Net store asset impairment charges and onerous property related contracts provision 
Net store asset impairment reversals 
Restructuring, strategic change and other costs 
IFRS 2 charge on Founder Share Plan (note 9) 
Deferred tax on adjusting items (note 14) 

Adjusted (loss)/profit for the period attributable to the owners of the Company  

Weighted average number of ordinary shares – basic 
Weighted average number of ordinary shares – diluted 

Adjusted basic earnings per share (pence) 
Adjusted diluted earnings per share (pence) 

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Group 

2023 
£m 

Restated*
2022
£m 

(148.1) 

10.4 
47.0 
(3.7) 
3.1 
– 
– 

(91.3) 

No. 

22.4

(13.7)
25.7
(7.4)
–
(0.6)
3.0

29.4

No. 

81,668,940 
85,511,378 
(111.8) 

81,879,072
84,977,467
36.0

(111.8) 

34.7

154
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

16. Earnings per share continued  

The weighted average number of shares is stated after the deduction of Superdry Plc shares held in trust by Supergroup Plc 
Employee Benefit Trust. 

On 2 May 2023, the Company completed an equity raise, which comprised the issue of 15,700,000 New Ordinary Shares. 
The impact of these shares on EPS is set out below. 

Earnings 
(Loss)/Profit for the period attributable to owners of the Company 

Adjusted (loss)/profit for the period attributable to the owners of the Company  

Adjustment for equity raise post year-end 
Weighted average number of ordinary shares including equity raise – basic 
Weighted average number of ordinary shares including equity raise – diluted 

Basic earnings per share (pence) 
Diluted earnings per share (pence) – adjusted 
Adjusted earnings per share  
Adjusted diluted earnings per share (pence) 

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

17. Dividends 

Equity – ordinary shares 
Interim for the 52 weeks to 29 April 2023 – nil (2022: nil per share) 
Final dividend for the 53 weeks to 30 April 2022 – nil (2022: nil per share) 

Total dividends paid 

Group 

2023 
£m 

(148.1) 

(91.3) 

No. 

15,700,000 
97,368,940 
116,911,378 
(152.1) 
(152.1) 
(93.8) 
(93.8) 

Restated*
2022
£m 

22.4

29.4

No. 

–
81,879,072
84,977,467
27.4
26.4
35.9
34.6

Group and Company 

2023 
£m 

2022
£m 

– 
– 
– 

–
–

–

Given the continued uncertainty in the trading environment and in order to maintain liquidity, the Board did not propose an 
interim dividend and has made the decision not to recommend a final dividend for 2023. In a ddition, under the terms of our 
recent loan facility, the Company is restricted from declaring, making or paying dividends to shareholders without prior 
permission from Bantry Bay, which cannot be unreasonably withheld. At the end of the reporting period, there are no 
distributable reserves. 

155
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

18. Property, plant and equipment 
Movements in the carrying amount of property, plant and equipment were as follows: 

52 weeks ended 29 April 2023 
Cost 
At 30 April 2022 
Exchange differences 
Additions 
Disposals 
At 29 April 2023 

Accumulated depreciation and impairments 
At 30 April 2022 
Exchange differences 
Disposals 
Depreciation charge 
Impairment reversal  
Impairment charges 
At 29 April 2023 

Net book value at 29 April 2023 

Land and 
buildings
 £m 

Leasehold 
improvements
 £m 

Group 

Furniture, 
fixtures and 
fittings  
£m 

Computer 
equipment 
 £m 

Total 
£m 

5.2
–
–
–
5.2

1.1
–
–
0.1
–
–
1.2
4.0

189.1
3.0
2.0
(3.0)
191.1

181.5
(4.5)
(2.2)
13.8
(0.5)
2.4
190.5
0.6

64.7 
0.7 
5.2 
(0.9) 
69.7 

57.3 
(0.2) 
(0.5) 
4.2 
(0.1) 
1.6 
62.3 
7.4 

30.4 
– 
1.0 
(0.1)
31.3 

26.1 
– 
(0.1)
1.0 
– 
– 
27.0 
4.3 

289.4
3.7
8.2
(4.0)
297.3

266.0
(4.7)
(2.8)
19.1
(0.6)
4.0
281.0
16.3

The above property, plant and equipment net impairment movement of £3.4m constitutes part of the total net impairment of 
£41.0m in 2023 and related to an impairment review performed on store assets. For further details on this please see notes 2 
and 6. The impairment has been included within adjusting items in FY23.  

53 weeks ended 30 April 2022 
Cost 
At 24 April 2021 
Exchange differences 
Additions 
Disposals 
At 30 April 2022 

Accumulated depreciation and impairments 
At 24 April 2021 
Exchange differences 
Disposals 
Depreciation charge 
Impairment reversal  
Impairment charges 
At 30 April 2022 

Net book value at 30 April 2022 

Land and 
buildings
 £m 

Restated*
Leasehold 
improvements
 £m  

Group 

Furniture, 
fixtures and 
fittings  
£m 

Computer 
equipment 
 £m 

Total 
£m 

5.3
–
–
(0.1)
5.2

1.1
–
–
–
–
–
1.1
4.1

204.9
(0.9)
4.6
(19.5)
189.1

191.8
(1.2)
(19.0)
7.4
–
2.5
181.5
7.6

67.1 
– 
4.1 
(6.5) 
64.7 

58.0 
– 
(5.8) 
4.0 
– 
1.1 
57.3 
7.4 

30.6 
0.2 
0.6 
(1.0)
30.4 

27.6 
0.2 
(1.0)
1.5 
– 
(2.2)
26.1 
4.3 

307.9
(0.7)
9.3
(27.1)
289.4

278.5
(1.0)
(25.8)
12.9
–
1.4
266.0
23.4

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

The above property, plant and equipment net impairment movement of £1.4m constitutes part of the total net impairment of 
£16.8m in 2022 and relates to an impairment review performed on store assets. For further details on this please see notes 2 
and 6. This impairment has been included within adjusting items in FY22. 

156
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

18. Property, plant and equipment continued 

52 weeks ended 29 April 2023 
Cost 
At 30 April 2022 
Additions 
Disposals 
At 29 April 2023 

Accumulated depreciation and impairments 
At 30 April 2022 
Disposals 
Depreciation charge 
Impairment charges 
At 29 April 2023 

Net book value at 29 April 2023 

53 weeks ended 30 April 2022 
Cost 
At 24 April 2021 
Additions 
At 30 April 2022 

Accumulated depreciation and impairments 
At 24 April 2021 
Depreciation charge 
Impairment charges 
At 30 April 2022 

Net book value at 30 April 2022 

Land and 
buildings
 £m 

Leasehold 
improvements 
£m 

Company 

Furniture, 
fixtures and 
fittings 
 £m 

Computer 
equipment 
 £m 

1.9
–
–
1.9

0.5
–
–
–

0.5
1.4

10.1
–
–
10.1

10.1
–
–
–

10.1
–

4.8 
0.6 
– 
5.4 

3.3 
– 
0.6 
– 

3.9 
1.5 

20.4 
0.9 
(0.1)
21.2 

19.3 
(0.1)
0.9 
– 

20.1 
1.1 

Land and 
buildings
 £m 

Leasehold 
improvements 
£m  

Company 

Furniture, 
fixtures and 
fittings 
 £m 

Computer 
equipment 
 £m 

1.9
–
1.9

0.5
–
–
0.5
1.4

9.9
0.2
10.1

9.1
1.5
(0.5)
10.1
0.0

4.5 
0.3 
4.8 

2.9 
0.5 
(0.1) 
3.3 
1.5 

19.7 
0.7 
20.4 

18.0 
1.3 
– 
19.3 
1.1 

Total 
£m 

37.2
1.5
(0.1)
38.6

33.2
(0.1)
1.5
–

34.6
4.0

Total 
£m 

36.0
1.2
37.2

30.5
3.3
(0.6)
33.2
4.0

157
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

19. Intangible assets 

52 weeks ended 29 April 2023 
Cost 
At 30 April 2022 
Exchange differences 
Additions 
At 29 April 2023 

Accumulated amortisation and impairments 
At 30 April 2022 
Exchange differences 
Amortisation charge 
Disposals 
Impairment reversals 
At 29 April 2023 

Net book value at 29 April 2023 

53 weeks ended 30 April 2022 
Cost 
At 24 April 2021 
Exchange differences 
Additions 
Disposals 
At 30 April 2022 

Accumulated amortisation and impairments 
At 24 April 2021 
Exchange differences 
Amortisation charge 
Disposals 
Impairment reversals 

At 30 April 2022 
Net book value at 30 April 2022 

Trademarks 
£m 

Website and 
software 
£m 

Lease 
 premiums 
£m 

Distribution 
agreements  
£m 

Goodwill  
£m 

Total
 £m 

Group 

5.8
–
0.1

5.9

3.7
–
0.4
–
–
4.1
1.8

68.2
–
6.2

74.4

50.5
–
7.4
–
(1.1)
56.8
17.6

1.4
0.1
0.1

1.6

1.2
0.1
–
–
–
1.3
0.3

15.1 
0.4 
– 

15.5 

13.3 
0.4 
0.3 
– 
– 
14.0 
1.5 

20.7 
0.9 
– 

21.6 

– 
– 
– 
– 
– 
– 
21.6 

111.2
1.4
6.4

119.0

68.7
0.5
8.1
–
(1.1)
76.2
42.8

Trademarks 
£m 

Website and 
software 
£m 

Group 

Restated*
Lease 
 premiums 
£m 

Distribution 
agreements  
£m 

Goodwill  
£m 

Total
 £m 

5.3
–
0.5
–
5.8

3.3
–
0.4
–
–

3.7
2.1

60.2
–
8.0
–
68.2

43.5
–
7.0
–
–

50.5
17.7

14.2
(0.2)
–
(12.6)
1.4

14.2
(0.2)
–
(12.6)
(0.2)

1.2
0.2

14.9 
0.2 
– 
– 
15.1 

13.4 
(0.3) 
0.2 
– 
– 

13.3 
1.8 

21.5 
(0.8)
– 
– 
20.7 

– 
– 
– 
– 
– 

– 
20.7 

116.1
(0.8)
8.5
(12.6)
111.2

74.4
(0.5)
7.6
(12.6)
(0.2)

68.7
42.5

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

52 weeks ended 29 April 2023 

Cost 

At 30 April 2022 

Additions 

At 29 April 2023 

Accumulated amortisation 

At 30 April 2022 

Amortisation charge 

At 29 April 2023 

Net book value at 29 April 2023 

53 weeks ended 30 April 2022 

Cost 

At 24 April 2021 

Additions 

At 30 April 2022 

Accumulated amortisation 

At 24 April 2021 

Amortisation charge 

At 30 April 2022 

Net book value at 30 April 2022 

19. Intangible assets continued 

comprehensive income. 

Amortisation of intangible assets is included within selling, general and administrative expenses in the Group statement of 

Company 

Website and 

software  

£m 

Trademarks 

£m 

Company 

Website and 

software  

£m 

Trademarks 

£m 

0.8 

– 

0.8 

0.4 

0.1 

0.5 

0.3 

0.8 

– 

0.8 

0.3 

0.1 

0.4 

0.4 

44.5 

2.9 

47.4 

37.0 

3.5 

40.5 

6.9 

42.8 

1.7 

44.5 

33.4 

3.6 

37.0 

7.5 

Total 

£m 

45.3

2.9

48.2

37.4

3.6

41.0

7.2

Total 

£m 

43.6

1.7

45.3

33.7

3.7

37.4

7.9

158
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Superdry plc Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

19. Intangible assets continued 

Amortisation of intangible assets is included within selling, general and administrative expenses in the Group statement of 
comprehensive income. 

52 weeks ended 29 April 2023 
Cost 
At 30 April 2022 
Additions 
At 29 April 2023 

Accumulated amortisation 
At 30 April 2022 
Amortisation charge 
At 29 April 2023 

Net book value at 29 April 2023 

53 weeks ended 30 April 2022 
Cost 
At 24 April 2021 
Additions 
At 30 April 2022 

Accumulated amortisation 
At 24 April 2021 
Amortisation charge 
At 30 April 2022 

Net book value at 30 April 2022 

Company 

Website and 
software  
£m 

Trademarks 
£m 

0.8 
– 
0.8 

0.4 
0.1 

0.5 
0.3 

44.5 
2.9 
47.4 

37.0 
3.5 

40.5 
6.9 

Company 

Website and 
software  
£m 

Trademarks 
£m 

0.8 
– 
0.8 

0.3 
0.1 
0.4 
0.4 

42.8 
1.7 
44.5 

33.4 
3.6 
37.0 
7.5 

Total 
£m 

45.3
2.9
48.2

37.4
3.6

41.0
7.2

Total 
£m 

43.6
1.7
45.3

33.7
3.7
37.4
7.9

159
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

19. Intangible assets continued 
Impairment of goodwill 
Goodwill of £21.6m is split between the Group’s operating segments as £14.4m (2022: £13.8m) for Wholesale, £4.5m 
(2022: £4.4m) for Ecommerce and £2.7m (2022: £2.5m) for Stores.  

An impairment test is a comparison of the carrying value of assets of a business or cash generating unit (CGU) to their 
recoverable amount. The Group monitors goodwill for impairment at a segmental level. Wholesale and Ecommerce are 
defined as individual CGUs, and the Stores segment is a group of CGUs. These segments represent the lowest level within 
the Group at which goodwill is monitored for internal management purposes. 

The recoverable amount is estimated based on using a value in use model using discounted cash flows. Where the 
recoverable amount is less than the carrying value, an impairment results. The Group’s medium-term plan has been used 
as the basis for this calculation extended to include cashflows over a 10-year period. This period has been chosen for this 
assessment as this closely aligns with the Group’s enterprise value. 

As identified in note 6, store assets have been impaired in the current year, where each store is assessed as an individual 
CGU. Goodwill is monitored at a total Stores segment level, not at an individual store level, and instead includes individually 
profitable stores in the assessment. Additionally, the cash flows in the goodwill impairment analysis are included over a  
10-year period, compared to the lease expiry period in the store impairment assessment. 

Key assumptions 
In determining the recoverable amount, it is necessary to make a series of assumptions to estimate the present value of future 
cash flows. In each case, these key assumptions have been made by management reflecting historical performance and are 
consistent with relevant external sources of information. 

Discount rates 
Management estimates discount rates using pre-tax rates that reflect the current market assessment of the time value of 
money and the risks specific to the CGUs. The pre-tax discount rate of 14.4% (2022: 14.3%) is derived from the Group’s  
post-tax weighted average cost of capital of 12.8% (2022: 12.4%). 

Operating cash flows 
The key assumptions within the forecast operating cash flows include the growth rates in both sales and gross profit margins. 
This is especially dependent upon assumptions around the ability of the Group to pass increased input costs onto consumers. 
Key assumptions also include changes in the operating cost base in light of current inflationary pressure and operating 
efficiencies included in the plan, the extension of leases on profitable stores through the plan, and the level of capital 
expenditure, as set out in the medium-term financial plan. Judgement is also required in determining an appropriate allocation 
of central costs. Central costs have been allocated where there is a reasonable and consistent basis for apportionment. 

Growth rates 
The recoverable amount of each segment is calculated in reference to the value over the medium-term financial plan period, 
extrapolated for an additional five years at the long-term growth rate of 0.0% to 2.0% (2022: additional five years at 0.0% 
to 2.0%). 

Goodwill sensitivity analysis  
The results of the Group’s impairment tests are dependent on estimates made by management, particularly in relation to the 
key assumptions described above. The principal assumptions on which the impairment tests were performed are detailed 
above. A sensitivity analysis as to potential changes in key assumptions has been performed.  

Impact of change in key assumptions 
The recoverable amounts of the future cash flows of the Ecommerce and Wholesale CGUs are significant, and management 
believes there were no reasonably possible or foreseeable changes in the key assumptions that would cause the difference 
between the carrying value and the recoverable amount to be materially reduced to warrant further review and disclosure. 

The recoverable amount of the stores CGU is £75.3m, with headroom of £16.6m. Stores goodwill is sensitive to changes to the 
key assumptions. The key assumptions in the assessment of stores goodwill are sales growth which has a range of (4.1%) to 
(6.0%) per year and gross margin percentage, which changes by between 0.4% to 1.5% across the plan. A 1.9% fall in sales 
per year across the medium-term plan, a 1.3ppt drop in average Gross Margin per year and a 5.4% increase in the discount 
rate would result in the carrying value being equal to the recoverable amount. 

Result of the impairment tests 
Management considers that no charge for impairment should be reported in the 2023 consolidated financial statements 
(2022: £nil) based on the impairment and sensitivity analysis tests undertaken. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

20. Investments 

52 weeks ended 29 April 2023 

Cost 
At 30 April 2022 
Additions 
Return of Capital from subsidiary 
At 29 April 2023 

Provision for impairment 
At 30 April 2022 
Impairment charge 
At 29 April 2023 

Net balance sheet amount 29 April 2023 

Company 

29 April 
2023 
£m 

449.9 
0.9 
– 
450.8 

309.3 
67.2 
376.5 

74.3 

30 April
2022
£m 

472.0
14.0
(36.1)
449.9

211.6
97.7
309.3

140.6

The total net book value of investments is £74.3m (2022: £140.6m). During 2023, an addition of £0.9m (2022: £0.8m) has been 
recorded in relation to the IFRS 2 charges, that are accounted for in Group subsidiaries but relate to shares in the ultimate 
parent, being Superdry plc. 

An IFRS 9 loan loss allowance on intercompany receivables of £136.6m (2022: £15.6m) and an impairment charge of £67.2m 
(2022: charge of £97.7m) on the Group’s investment in subsidiary undertakings has been recognised. The loss allowance 
uses the calculated NPV of the subsidiary and a review of a company’s net debt position, to assess the intercompany balance. 
There is a difference between the Group and Company net assets due to the impairment in the Company being determined 
using the cash flows in the Group medium-term financial plan across all channels extrapolated for a further five years, 
whereas the retail cash flows used for the impairment of fixed assets and right-of-use assets in the Group balance sheet is 
limited to the existing lease term, which on average is three years. A further difference arises due a different allocation of 
central costs in the Group impairment models. 

See note 24 for details of the IFRS 9 loan loss allowance. 

Impairment of investments in subsidiary undertakings 
The Company tests investments in subsidiary undertakings annually for impairment. 

The recoverable amount of each subsidiary is based on the discounted cash flows over the medium-term financial plan 
period, extrapolated for a total of 10 years at the long-term growth rate of 0% to 2.0% (2022: of 0% to 2.0%). This period 
has been chosen for this assessment as this closely aligns with the Group’s enterprise value. The recoverable amount is 
compared to the investment carrying value and any difference recorded as impairment. The medium-term financial plan is 
apportioned to each of the subsidiaries and used to calculate an enterprise value for each subsidiary. The equity value has 
then been determined by adjusting the enterprise value for the net debt in each subsidiary, which considers all intercompany 
loans and receivables, together with cash on hand. The equity value is compared to the carrying value of Superdry Plc’s 
investment in the subsidiary. Where Superdry Plc’s investment in the subsidiary exceeds the calculated equity value, an 
impairment has been recorded. 

Management estimates discount rates using pre-tax rates that reflect the current market assessment of the time value of 
money and the risks specific to the CGUs. The pre-tax discount rates range from 13.2% to 19.8% (2022: 11.3% to 17.7%). 
The discount rates are derived from the Group’s post-tax WACC and range from 11.9% to 16.7% (2022: 11.1% to 13.8%). 

This review has led to an impairment charge of £67.2m being recognised in respect of DKH Retail Ltd (£59.6m), Supergroup 
Germany GmbH (£3.7m), Superdry Retail Denmark A/S (£3.2m) and C-Retail Ltd (£0.7m). An equivalent review was 
performed in the prior reporting period, at which time an impairment charge of £97.7m was recognised in respect of 
DKH Retail Ltd. There are no circumstances identified in the current year, which support the reversal of other previously 
recognised impairments of investments in subsidiaries. 

The cash flows used within the impairment model are based on assumptions which are sources of estimation uncertainty 
and small movements in these assumptions could lead to an increased impairment. The Company has carried out a sensitivity 
analysis on the impairment tests for its investment in subsidiary undertakings, using various reasonably possible scenarios. 
Further detail is set out in note 2. 

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20. Investments continued 
Subsidiaries  
All of the subsidiaries have been included in the consolidated financial statements. A list of the subsidiaries held during the 
year is set out below (registered office addresses are included within note 39):  

Subsidiary 
C-Retail Limited1 – (07139142)  
DKH Retail Limited1,4 – (07063508) 
SuperGroup Belgium NV1 

SuperGroup Belgium Finance NV1 
SuperGroup Concessions Limited1 – (07139101) 
SuperGroup Europe BVBA 
Superdry France SARL1 
Superdry Germany GmbH1,3 
SuperGroup India Private Limited1 
SuperGroup Internet Limited1,7 – (07139044) 
SuperGroup Netherlands BV 

SuperGroup Netherlands Retail BV 
SuperGroup Retail Spain S.L.U.1,2 
SuperGroup Retail Ireland Limited1 
SuperGroup Mumessillik Hizmet ve Ticaret 
Limited Sirketi1 
SuperGroup Limited1,6 – (07938117) 
Superdry Hong Kong Limited1 
Superdry Sweden AB1 
Superdry Norway A/S1 
Superdry Retail Denmark A/S1 
Superdry Retail LLC5 
Superdry Wholesale LLC5 
SuperGroup USA Inc1,5 

Principal activity 

Clothing retailer in UK 
Worldwide wholesale distribution 
Holds the investment in SuperGroup 
Netherlands BV 
Provides finance to the European entities 
Dormant 
Clothing retailer in Belgium 
Clothing retailer in France 
Clothing retailer in Germany 
Manages supplier relationships in India 
Clothing retailer via the Internet 
Holds the investment in SuperGroup 
Europe BVBA 
Clothing retailer in the Netherlands 
Clothing retailer in Spain 
Clothing retailer in the Republic of Ireland 
Manages supplier relationships in Turkey 

Dormant 
Manages supplier relationships in China 
Clothing retailer in Sweden 
Norway wholesale agent 
Clothing retailer in Denmark 
Clothing retailer in USA 
USA wholesale distribution 
Holds investment in USA 

1.  Directly owned by the Company. 
2.  Holds the investment in the Portuguese branch which is not material. 
3.  Holds the investment in the Austrian branch which is not material. 
4.  Holds the investment in the Switzerland and Norway branches which are not material. 
5.  Exempt from statutory audit. 
6.  Exempt from statutory audit under s448A exemption. 
7.  Exempt from statutory audit under s479A exemption. 

All shares held by the Company are ordinary equity shares. 

Country of  
incorporation 

2023 
% shares 

UK 
UK 

Belgium 
Belgium 
UK 
Belgium 
France 
Germany 
India 
UK 

Netherlands 
Netherlands 
Spain 
ROI 

Turkey 
UK 
HongKong 
Sweden 
Norway 
Denmark 
USA 
USA 
USA 

100
100

100
100
100
100
100
100
100
100

100
100
100
100

100
100
100
100
100
100
100
100
100

SuperGroup Internet Limited (company number 07139044) will take advantage of the audit exemption set out within 
section 479A of the Companies Act 2006 for the period ended 29 April 2023. SuperGroup Internet Limited is 100% owned 
directly by Superdry plc. In accordance with section 479C of the Companies Act 2006, the Company will guarantee the debts 
and liabilities of SuperGroup Internet Limited.  

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

20. Investments continued 
Joint ventures 
Set out below are the joint ventures of the Group as at 29 April 2023. The joint ventures have share capital consisting solely 
of ordinary shares, 50% of which are held directly by the Group. The country of incorporation is also their principal place 
of business. 

Name of entity 

Trendy & Superdry Holding Limited 
Horace SARL (France) 

Year-end 

Country of incorporation 

Ownership 
interest  
% shares 

Measurement 
method 

30 April
31 Dec

Hong Kong 
France 

50 
50 

Equity
Equity

The non-coterminous year end for Horace SARL (France) was historically determined and is of no material consequence to 
the Group. 

As at 29 April 2023 and as 30 April 2022, the carrying value of the investment in Trendy & Superdry Holding Limited and 
Horace SARL was £nil. No charge was recognised in the financial statements in respec t of the joint losses in the year as the 
opening investment asset was £nil (2022: £nil). 

21. Balances and transactions with related parties  
Directors’ emoluments  
Directors’ remuneration is set out in the audited section of the Directors’ Remuneration Report on pages 85-104. 

Transactions with Directors  
Other than in respect of arrangements set out below and in relation to the employment of Directors, details of which are 
provided in the Directors’ Remuneration Report on pages 85-104, there is no material indebtedness owed to or by the 
Company or the Group to any employee or any other person or entity considered to be a related party. There are no 
exceptional amounts outstanding that related to transactions with related parties at the reporting date (2022: £0.8m)  
and that there were no amounts waived during the year (2022: £0.2m). 

During the reporting period, the Group has spent £0.1m (2022: £0.1m) on travel and subsistence through companies in which 
Julian Dunkerton has a personal investment. The balance outstanding at 29 April 2023 was £nil  (2022: £nil). This expenditure 
includes the provision of corporate travel, hotel and catering services supplied on an arm’s-length basis. These interests have 
been disclosed and authorised by the Board.  

In addition, the Group occupies two properties owned by J M Dunkerton SIPP pens ion fund whose beneficiary and member 
trustee is Julian Dunkerton. Rental charges for these properties during the year were £0.1m (2022: £0.1m). The balance 
outstanding at 29 April 2023 was £nil (2022: £nil).  

An assessment has been performed for the FY23 year end to determine whether these transactions have been undertaken 
at arms’ length. It was identified that the rent charged for the head office properties owned by  the pension fund is at a rate 
considered to be below market rent. The combined annual rent for both properties is currently charged at £0.1m, compared to 
an anticipated market rent of £0.2m. Provision has been made to cover the additional cost of the market rate rent, dating back 
to the last rental review in 2012. The provision in place at the end of FY23 is £1.0m (2022: nil). 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

21. Balances and transactions with related parties continued 
Company transactions with subsidiaries 
The Company has made management charges and has intercompany payable and receivable balances included within trade 
and other payables and trade and other receivables as follows: 

Management charges 

Intercompany payables 

Intercompany receivables 

C-Retail Limited 
DKH Retail Limited 
Superdry France SARL 
Superdry Germany GmbH 
SuperGroup Belgium NV 
SuperGroup Belgium Finance NV 
SuperGroup Concessions Limited 
SuperGroup Internet Limited 
SuperGroup Retail Ireland Limited 
SuperGroup Retail Spain S.L.U. 
SuperGroup Europe BVBA 
SuperGroup Netherlands Retail and SuperGroup 
Netherlands BV 
Superdry Nordic and Baltics A/S 
Superdry Retail Denmark 
Superdry Retail LLC 
Superdry Wholesale LLC 
Superdry Retail Sweden AB 
SuperGroup India Private Ltd 

2023
£m 

9.7
13.0
1.2
2.7
–
–
–
12.4
0.6
0.2
0.7

0.9
–
–
3.1
0.3
–
–

Balance sheet
29 April 2023
£m 

Balance sheet 
30 April 2022 
£m 

Balance sheet 
29 April 2023 
£m 

Balance sheet
30 April 2022
£m 

2022
£m 

8.6
16.7
1.2
2.2
–
–
–
11.2
0.5
0.3
0.8

0.6
–
–
2.8
0.4
–
–

–
(105.8)
–
–
–
(13.2)
(2.6)
(99.9)
–
–
–

(0.1)
–
(0.1)
–
(0.1)
(3.7)
–

– 
(91.8) 
– 
– 
– 
(13.2) 
(2.6) 
(76.9) 
– 
(0.1) 
– 

– 
– 
(0.2) 
– 
– 
(3.8) 
– 

29.3 
– 
9.0 
19.0 
20.4 
– 
– 
– 
3.1 
0.1 
8.8 

5.8 
0.9 
– 
8.0 
– 
– 
0.1 

21.2
–
6.2
54.2
19.7
–
–
–
2.3
–
5.6

14.3
1.0
–
20.1
46.3
–
0.1

The above intercompany receivable amounts are disclosed net of impairment charges. 

Loan interest of £0.6m (2022: £0.2m) has been charged to Superdry Retail LLC, £0.6m (2022: £1.0m) of loan interest to 
Superdry Wholesale LLC and £nil (2022: £nil) of loan interest to Superdry Sweden AB in the period. As outlined in notes 24 
and 27, these loans are repayable on demand.  

There have been no further transactions in the period. 

22. Deferred tax assets and liabilities 
The movement on the Group deferred tax account is as shown below: 

Depreciation 
in excess of 
capital
allowances 

Temporary 
differences* 

Tax 
losses 

Intangible 
assets – 
Deferred tax 
asset 

At 30 April 2022 
Effect of UK Rate change to 25% 
Credited/(charged) to the Group 
statement of comprehensive  
income – adjusted 
Credited/(charged) to the Group 
statement of comprehensive income – 
adjusting items 

At 29 April 2023 

–
–

–

–
–

Intangible 
assets – 
Deferred tax 

liability  Derivatives 

Leases**  

(0.9)
–

(2.2) 
– 

9.7 
– 

Uncertain tax 
positions 

1.4
–

Total 

66.3
–

5.7
–

41.5
–

11.1
–

(5.7)

(34.9)

(11.1)

(4.3)

2.2 

(9.7) 

(2.8)

(66.3)

–
–

–
6.6

–
–

–
(5.2)

– 
– 

– 
– 

–
(1.4)

–
–

*  This asset has only been recognised in jurisdictions where the criteria for recognition of deferred tax assets referenced below have been met.  
** 

In the table above, the “Leases” category relates to deferred tax assets arising from temporary differences on leases. The Group’s IFRS 16 right-of-
use assets and lease liabilities are not reflected in the statutory accounts of its subsidiaries, which report under applicable local GAAPs, since they 
arise only on conversion of its subsidiaries’ accounts from local GAAP to IFRS. Under these applicable local GAAPs, which are used as the basis for 
the profits assessed by the local tax authorities, the tax base for the Group’s leases is typically nil. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

22. Deferred tax assets and liabilities continued 

At 24 April 2021 
Effect of UK Rate change to 25% 
Credited/(charged) to the Group 
statement of comprehensive  
income – adjusted 
Credited/(charged) to the Group 
statement of comprehensive income – 
adjusting items 

At 30 April 2022 

Depreciation 
in excess of 
capital
allowances 

Temporary 
differences 

Tax 
losses 

Intangible 
assets – 
Deferred tax 
asset 

6.0
1.8

5.3
1.0

17.0
4.6

7.7
2.3

Intangible 
assets – 
Deferred tax 

liability  Derivatives 

Leases  

(0.7)
–

0.8 
0.3 

18.7 
2.2 

Uncertain tax 
positions 

(1.0)
0.5

Total 

53.8
12.7

(7.6)

(0.6)

19.9

1.1

(0.2)

– 

(11.7) 

1.9

2.8

(0.2)

–

–

5.7

–

41.5

–

11.1

–

(0.9)

(3.3) 

(2.2) 

0.5 

9.7 

–

1.4

(3.0)

66.3

The Group has a net recognised deferred tax asset of £Nil at the balance sheet date. On a gross basis, a deferred tax asset 
of £6.6m is recognised to the extent that it is offset by the Group’s deferred tax liabilities. As a result of the revision to the 
Group’s outlook and material uncertainty the Group has revised its estimate in respect of the deferred tax asset recognised. 

There are unrecognised deferred tax assets (DTAs) of £125.3m at the balance sheet date (2022: £34.6m). The key material 
elements of unrecognised DTAs are tax losses of £78.1m, primarily within the UK and the USA, capital allowances in excess 
of depreciation of £17.7m, tax related to onerous lease and store impairment provisions of £12.1m and temporary differences 
arising under IFRS16 accounting for leases of £11.8m. The gross value of tax losses is £300m, of which £36m relate to US tax 
losses accrued prior to 31 December 2017 which carry a 20 year expiry window, whereas the remainder have no expiry date.  

In the Group’s financial statements, the majority of IFRS 16 right-of-use assets arise in respect of store leases. In many cases 
the value of these right-of-use assets has been reduced due to the recognition of impairment charges, such that the carrying 
value of the lease liabilities exceeds the carrying value of the right-of-use assets, resulting in a net lease liability in the Group 
financial statements. 

The difference between the carrying value of this net lease liability recognised in th e Group financial statements and the tax 
base of the leases gives rise to a temporary difference, on which a deferred tax asset has been recognised in prior years but 
not recognised in 2023. 

The value of net deferred tax assets recognised per jurisdiction is set out below. 

   Deferred tax asset recognised 

Jurisdiction 

UK 
Germany 
Other 

Total 

2023  
£m 

– 
– 
– 

– 

The movement on the Company deferred tax account is as shown below: 

Net deferred tax assets £m 

Company 

Depreciation in 
excess of 
capital
allowances 

Temporary 
differences 

At 30 April 2022 
Charged to the Company statement of comprehensive 
income – adjusted 
Credited/(charged) to the Company statement of 
comprehensive income – adjusting items 

At 29 April 2023 

2.0

(2.0)

–
–

–

–

–
–

Tax 
losses 

6.5

(6.5)

–
–

Intangible  
assets 

Derivatives 

– 

– 

– 
– 

– 

– 

– 
– 

2022 
£m 

53.3
9.7
3.3

66.3

Total 

8.5

(8.5)

–
–

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

22. Deferred tax assets and liabilities continued 
Net deferred tax assets £m 

Depreciation in 
excess of 
capital
allowances 

Temporary 
differences 

At 24 April 2021 
Charged to the Company statement of comprehensive 
income – adjusted 
Credited/(charged) to the Company statement of 
comprehensive income – adjusting items 

At 30 April 2022 

1.0

1.0

–

2.0

–

–

–

–

Company 

Tax 
losses 

3.7

2.8

–

6.5

Intangible  
assets 

Derivatives 

– 

– 

– 

– 

– 

– 

– 

– 

Total 

4.7

3.8

–

8.5

Uncertain tax position 
The Group is subject to tax laws in a number of jurisdictions and given the scale of its operations, it is subject to periodic 
challenges by local tax authorities on a range of tax matters. The Group’s transfer pricing policies aim to allocate profits and 
losses to each operating entity on an arm’s length basis. 

It is uncertain how different tax authorities may view the impact of the pre-COVID challenging trading environment, and the 
challenges presented by COVID on the Group’s internal transfer pricing policies. 

Given this uncertainty, the Group has recognised the following provisions in respect of uncertain tax positions as required 
under IAS12, with due consideration to guidance contained within IFRIC23. 

52 weeks ended 29 April 2023 

Deferred tax liability 
Deferred tax asset 
Uncertain tax position – net deferred tax asset/(liability) 
Uncertain tax position – current tax liability 

Uncertain tax position – total 

23. Inventories 

Finished goods 

Net inventories 

Inventory write-downs for each period are as follows: 

At start of period 
Provision charge in the period 
Unused amounts reversed 
Utilised in period 

At end of period 

Group 

29 April 
2023 
£m 

1.4 
– 
1.4
2.1 
3.5 

30 April
2022
£m 

1.4
(2.8)

(1.4)
2.1

0.7

Group 

Company 

 2023
 £m 

112.5
112.5

 2022 
 £m 

132.7 
132.7 

2023 
£m 

1.3 
1.3 

Group 

2023 
£m 

6.1
1.5
(2.2)
(1.6)
3.8

2022  
£m 

9.1 
1.6 
(2.0) 
(2.6) 
6.1 

Company 

2023 
£m 

– 
– 
– 
– 
– 

2022
£m 

1.3
1.3

2022
£m 

–
–
–
–
–

The net movement in the inventory provision, excluding utilised amounts, is a £0.7m release (2022: £0.4m release). 

There is no material difference between the book value and replacement cost of inventories.  

Inventories are provided as security for the Asset Backed Lending facility which is described further in note 26. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

24. Trade and other receivables 

Trade receivables 
Less: allowance for expected credit losses 

Net trade receivables 
Other amounts due from related parties – Current  
Less: loss allowance for amounts due from related parties 

Net amounts due from related parties – Current 
Taxation and social security 
Other receivables 
Prepayments 
Rent deposits held by landlords 
Total trade and other receivables – Current 
Other amounts due from related parties – Non-Current 
Less: loss allowance for amounts due from related parties 
Net amounts due from related parties – Non-Current 

Total trade and other receivables 

Group 

Company 

2023
£m 

49.8
(6.0)

43.8
–
–

–
3.6
4.6
20.5
9.7

82.2
–
–
–
82.2

Restated* 
2022 
£m 

60.7 
(4.7) 

56.0 
– 
– 

– 
6.8 
9.1 
31.2 
9.5 

112.6 
– 
– 
– 

112.6 

2023 
£m 

– 
– 

– 
– 
– 

– 
1.3 
0.7 
7.5 
– 

9.5 
241.1 
(136.6)
104.5 
114.0 

2022
£m 

–
–

–
211.4
(15.6)

195.8
1.3
1.7
6.0
–

204.8
–
–
–

204.8

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Prepayments for the Group include £15.5m (2022: £15.3m) of prepaid rent and rates. 

The fair values of trade and other receivables are equal to their carrying value. The current balances due from related parties 
are repayable on demand and will be settled in the originally course of operating activity. The non-current balances are not 
expected to be settled within the next twelve months. 

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. 
Trade and other receivables are provided as security for the Asset Backed Lending facility which is described further 
in note 26. 

Impairment of trade receivables – Group accounts 
The table below shows the credit risk exposure on the Group’s trade receivables at 29 April 2023: 

Expected loss rate % 
Gross carrying amount – trade receivables 
Loss allowance 

Carrying 
amount 
£m 

12%
49.8
(6.0)

Current 
£m 

Overdue  
1-30 days 

Overdue  
31-60 days 

Overdue 
60 days + 

3%
34.1
(1.0)

22% 
2.6 
(0.6) 

22% 
2.5 
(0.5)

37%
10.6
(3.9)

The table below shows the credit risk exposure on the Group’s trade receivables at 30 April 2022: 

Expected loss rate % 
Gross carrying amount – trade receivables 
Loss allowance 

Carrying 
amount 
£m 

8%
60.7
(4.7)

Current 
£m 

Overdue  
1-30 days 

Overdue  
31-60 days 

Overdue 
60 days + 

3%
43.2
(1.2)

10% 
6.3 
(0.7) 

31% 
2.8 
(0.9)

23%
8.4
(1.9)

Other receivables are tested for impairment on an individual basis. The credit risk is low, and the loss allowance measured as 
12-month expected credit loss is immaterial. Due to the nature of the other classes within trade and other receivables there 
is not expected to be any credit loss allowance and as such there is no expected credit loss allowance to recognise on 
those assets.  

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

24. Trade and other receivables continued  
The closing loss allowances for trade receivables as at 29 April 2023 reconciles to the opening loss allowances as follows: 

At start of period 
Change in allowance, net of recoveries charged to the Group statement of comprehensive income 
Receivables written off during the year as uncollectable, previously provided for 
Unused loss allowance reversed 

At end of period 

2023 
£m 

4.7 
2.6 
(0.4)
(0.9)

6.0 

2022
£m 

8.6
–
(2.1)
(1.8)

4.7

The changes in the loss allowance for trade receivables has resulted in a net provision movement for the year of £1.3m 
(2022: £3.9m reduction) as the provision associated with the debt written off has been utilised £0.4m (2022: £2.1m). 

The individually impaired receivables relate wholly to the Wholesale segment. The other classes within trade and other 
receivables for the Group do not contain impaired assets. 

Impairment of intercompany receivables – Company accounts 
On 29 April 2023 intercompany receivables of £176.1m are included in stage 2 and £65.0m of intercompany receivables are 
included in stage 3 of IFRS 9’s general impairment model (2022: all in stage 2). The stage 3 loans relate to the US Wholesale 
business, where operations have been scaled back following a management decision. The Company uses the expected 
forward-looking credit loss model approach of IFRS 9. At the start of the year, the provision recognised against the 
intercompany receivables was £15.6m. During 2023, there has been an increase of £121.0m to the impairment of amounts 
due from related parties bringing the year-end impairment to £136.6m. See note  33 for an assessment of the Company’s 
financial risk management. 

The table below shows the credit risk exposure on the Company’s receivables: 

Expected loss rate % 
Gross carrying amount – receivables 
Loss allowance 

2023 
Carrying 
amount  
£m 

56.7% 
241.1 
(136.6)

2022
Carrying 
amount 
£m 

7.4%
211.4
(15.6)

The increase in the rate of expected credit losses is due to the increase in the provision against the receivables due from 
Superdry Wholesale LLC £51.1m and Superdry Retail LLC £14.5m, Superdry Germany GmbH £40.0m and its Austrian branch 
£4.6m, sg Retail Spain – Portugal Branch £0.1m, Supergroup Netherlands BV £7.5m and SuperGroup Netherlands Retail £3.2m. 

The closing loss allowances for intercompany receivables as at 29 April 2023 reconcile to the opening loss allowances 
as follows: 

At start of period 
Change in allowance, net of recoveries charged to the Company statement of comprehensive income 

2023 
£m 

15.6 
121.0 
136.6 

2022
£m 

25.2
(9.6)
15.6

2022
£m 

–
–

Group 

Company 

2023
£m 

58.2
58.2

2022 
£m 

20.5 
20.5 

2023 
£m 

5.6 
5.6 

At end of period 

25. Cash and bank balances  

Cash at bank and in hand 

Total cash and cash balances 

Cash and bank balances comprise cash at bank with major UK and European clearing banks and earn floating rates of interest 
based upon bank base rates. At 29 April 2023, the Group had £8.0m (2022: £6.5m) deposited with HSBC Bank plc, £2.3m 
(2022: £2.2m) deposited with BNP Paribas, £Nil (2022 £0.4m) deposited with ING Bank, £0.1m (2022: £0.2m) deposited with 
Sydbank and £1.6m (2022: £1.5m) deposited with Europaisch-Iranische Handelsbank AG. The remainder of the cash is 
deposited in other bank accounts. 

The Moody’s credit rating as at 29 April 2023 for HSBC Bank plc is A3 (2022: A1), BNP Paribas is Aa3 (2022: Aa3), ING Bank is 
Aa3 (2022: Aa3), Sydbank is A1 (2022: A1).  

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

25. Cash and bank balances continued 
There are a number of balances included within cash and bank balances that are considered to be restricted cash. There 
is £nil (2022: £nil) of rent deposits held for sub-tenants of the Regent Street store, and £1.4m (2022: £nil)  of cash deposits 
from franchise customer guarantees, all of which is held in escrow. Additionally, there is £1.6m (2022: £1.5m) deposited with 
Europäisch-Iranische Handelsbank AG which is subject to restrictions on repatriation. Also, there is £2.9m (2022: £nil) held 
within HSBC as trust accounts that are used as collection accounts for repayment of the Bantry Bay Asset Backed Lending 
Facility. Further to the announcement of the sale of Intellectual Property for certain APAC countries in March (see note 38), 
$5m was paid by the purchaser as a deposit ahead of formal approval by the Group’s shareholders in May. 

26. Borrowings 

Unsecured borrowings 
Bank overdraft 

Total unsecured borrowings 
Secured borrowings 
ABL facility 

Total secured borrowings 
Total borrowings 

Group 

2023
£m 

35.8
35.8

48.0
48.0
83.8

2022 
£m  

3.1 
3.1 

18.4 
18.4 
21.5 

Company 

2023 
£m 

2022
£m 

2.2 
2.2 

– 
– 
2.2 

–
–

–
–
–

The Group has a multi-currency notional cash pool with HSBC UK Bank plc. This allows gross overdraft balances of up to 
£100m provided they are offset by an equivalent amount in cash. Gross overdrafts in 2023 amounted to £35.8m (2022: £3.1m) 
and are shown within borrowings in current liabilities on the balance sheet.  

In December 2022, Superdry agreed an Asset Based Lending Facility of up to £80m, limited by levels of inventory and 
receivables held at any point in time, with specialist lender Bantry Bay Capital Limited, including a £30m term loan. This 
refinanced the previous £70m Asset Backed Lending Facility with HSBC and BNPP, which expired in December 2022. Interest 
on the facility is calculated as 7.5% + SONIA for any drawn amount and a flat 1% on any undrawn balance. The facility expires 
on 22nd December 2025 with an option to extend for a further year. The facility carries a fixed and floating charge over all 
assets in the Group. 

The usage and undrawn balances under the Asset Backed Loan facility are shown below: 

Availability  
Utilisation – term loan 
Utilisation – other asset backed drawings 
Net undrawn asset backed loan facility 

Group 

2023 
£m 

48.0 
(30.0)
(18.0)
– 

2022
£m 

53.1
–
(18.4)
34.7

At the financial year-end, the Group had fully drawn down on the ABL facility but was holding gross cash in hand and in the 
bank of £58.2m. 

The revised facility is operationally less complex to manage and as such has no financial covenants. It has operational 
covenants: a debt turns, a dilution percentage with regards to notified debt and an inventory turn. These covenants are 
calculated monthly when preparing the eligible inventory and receivables borrowing base. 

On 7 August 2023 the Group agreed a secondary lending facility of up to £25m with Hilco Capital Limited at an interest rate of 
10.5% + Bank of England base rate on any drawn balance and a flat rate of 2% on any undrawn amounts. Similar to the Bantry 
facility, the ability to borrow is linked to the levels of both inventories and trade receivables. The facility expires on 7 August 
2024 with an option to extend. 

Cash and overdraft balances have been disclosed gross in line with the requirements of IAS32: Financial instruments: 
Presentation. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

27. Trade and other payables 

Non-current 
Deferred cash contributions and rent-free periods 
Other payables 

Total non-current trade and other payables 
Current 
Trade payables 
Amounts due to related parties 
Taxation and social security 
Other payables 

Returns liability 
Contract liabilities 
Accruals 

Deferred cash contributions and rent-free periods 
Total current trade and other payables 
Total trade and other payables 

Group 

2023
£m 

1.6
1.4
3.0

66.2
–
3.0
6.7
11.5
5.5
27.2
0.7
120.8
123.8

2022 
£m 

0.6 
2.0 
2.6 

68.7 
– 
3.9 
7.8 
11.5 
6.3 
30.6 
0.4 

129.2 
131.8 

Company 

2023 
£m 

2022
£m 

– 
– 
– 

5.9 
225.5 
0.2 
1.1 
– 
– 
6.3 
– 
239.0 
239.0 

–
–
–

3.2
193.4
0.7
0.7
–
–
7.4
–

205.4
205.4

Other payables include wage liabilities of £2.2m (2022: £1.7m) and agents’ commission accruals of £1.8m (2022: £2.4m). 

The balances due to related parties are repayable on demand. 

The returns liability is the present obligations for the actual and estimated customer returns and is expected to be utilised 
within 12 months. The liability is recalculated at each balance sheet date considering recent sales and anticipated levels 
of returns. 

The maturity analysis of non-current deferred cash contributions and rent-free periods is as follows: 

1 – 2 years 
2 – 5 years 

Deferred cash contributions and rent-free periods 

Group 

2023
£m 

1.6
–
1.6

2022 
£m 

0.6 
– 
0.6 

Company 

2023 
£m 

– 
– 
– 

2022
£m 

–
–
–

Deferred cash contributions and rent-free periods are held on account for lease commitment that are variable rent agreement 
and has no fixed agreement from commencement of lease. 

Contract liabilities 
Contract liabilities for the purpose of IFRS 15 relate to the provision of gift cards and the timing of the sale of goods. This is 
the case where payment is received in advance of the performance obligations, which will be discharged at a later point in 
time. IFRS 15 therefore requires disclosure of the value of these outstanding liabilities at year-end, and the value recognised 
during the year for those performance obligations being met. The below amounts are included within trade and other payables: 

Opening balance 
New liabilities 
Revenue recognised in income statement 

Closing balance 

Group 

2023 
£m 

6.3 
8.6 
(9.4)
5.5 

2022
£m 

5.1
8.8
(7.6)
6.3

Substantially all the revenue deferred at the current financial year-end will be recognised within two financial years. This was 
also the case at the prior financial year-end. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

28. Provision for other liabilities and charges 

Provisions for other liabilities and charges at the start of 
the period 
New provisions 
Exchange differences 
Utilisation in the period 
Releases on exited stores 
Charge in the period 

Provisions for other liabilities and charges at the end 
of the period 

Analysed as: 
Current provisions 
Non-current provisions 

Onerous 
property 
related 
contracts 

2023
£m 

8.4
–
0.3
(2.8)
(0.2)
2.3

Other 
provisions 

2023
£m 

3.5
2.4
0.1
–
(0.2)
(1.3)

Group 

Total 

2023
£m 

11.9
2.4
0.4
(2.8)
(0.4)
1.0

Onerous  
property  
related  
contracts 

2022 
£m 

12.1 
– 
0.1 
(4.3) 
(1.0) 
1.5 

Other  
provisions 

2022 
£m 

4.1 
– 
– 
(0.6)
(0.2)
0.2 

Total 

2022
£m 

16.2
–
0.1
(4.9)
(1.2)
1.7

8.0

4.5

12.5

8.4 

3.5 

11.9

3.1
4.9

2.3
2.2

5.4
7.1

3.0 
5.4 

1.7 
1.8 

4.7
7.2

Note 2 outlines the nature, descriptions and sensitivities surrounding the onerous  property related contract provisions.  

Other provisions relates to the dilapidation provisions. Dilapidations provisions will be utilised upon the exit or expiry of 
various property leases which are expected to be between 2023 and 2031. Onerous property related contracts are utilised 
over the remaining life of the lease, expected to be between 2023 and 2029. 

Other provisions also include new provisions in the FY23 financial year in relation to restructuring costs. These are expected 
to be utilised within 12 months of the year-end. 

Provisions for other liabilities and charges at the start of 
the period 
New provisions 
Utilisation in the period 
Charge in the period 

Provisions for other liabilities and charges at the end 
of the period 

Analysed as: 
Current provisions 
Non-current provisions 

Onerous 
property 
related 
contracts 

2023
£m 

Other 
provisions 

2023
£m 

1.5
–
(0.8)
(0.6)

0.1

0.1
–

–
1.2
–
–

1.2

1.2
–

Company 

Total 

2023
£m 

1.5
1.2
(0.8)
(0.6)

1.3

1.3
–

Onerous  
property  
related  
contracts 

2022 
£m 

Other  
provisions 

2022 
£m 

0.6 
– 
(0.2) 
1.1 

1.5 

1.0 
0.5 

– 
– 
– 
– 

– 

– 
– 

Total 

2022
£m 

0.6
–
(0.2)
1.1

1.5

1.0
0.5

29. Contingent liabilities  
The Company is party to an unlimited cross guarantee over all liabilities of the Group. 

DKH Ltd have issued a debenture in favour of HSBC UK Bank Plc (“HSBC”) in relation to all outstanding facilities with HSBC. 
The debenture provides a fixed and floating charge over the company’s assets, but, further to an intercreditor agreement, 
ranks after charges arising under the ABL facilities provided by Bantry Bay and Hilco. 

The Group has contractual agreements with third party wholesale agents which include a right for the wholesale agent to 
be indemnified when the contract is terminated. These future indemnity amounts are held as contingent liabilities until the 
contract is terminated, at which point they are held as provisions or accruals. The value of future obligations for contracts 
which have not yet been terminated (and have no defined end date) is £3.2m (2022: £3.4m). 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

30. Leases 
Right-of-use asset 

52 weeks ended 29 April 2023 

Cost 
At 30 April 2022 
Additions* 
Disposals 
Lease modifications 
Exchange rate difference 
At 29 April 2023 

*  Additions are from new stores, extension or remeasurement of leases e.g. CPI changes. 

52 weeks ended 29 April 2023 

Accumulated depreciation 
At 30 April 2022 
Depreciation charge 
Disposals 
Impairment reversals 
Impairment charges  
Exchange rate difference 
At 29 April 2023 

Net balance sheet amount at 29 April 2023 

Group 

Company 

Right-of-use 
asset 
£m 

Right-of-use 
asset 
£m 

362.0 
36.5 
(12.9)
(2.7)
3.8 
386.7 

7.2
0.4
(1.0)
(0.1)
–
6.5

Group 

Company 

Right-of-use 
asset  
£m 

Right-of-use 
asset 
£m 

281.8 
28.6 
(11.6)
(3.1)
40.7 
1.8 
338.2 
48.5 

5.9
0.6
(1.0)
(0.4)
0.1
(0.1)
5.1
1.4

The above right-of-use asset net impairment movement of £37.6m (2022: £14.4m) constitutes part of the total net impairment 
of £41.0m in 2023 (2022: £16.8m) and relates to an impairment review performed on store assets with the remaining £3.4m 
(2022: £2.4m) relating to property, plant and equipment. For further details on this please see notes 2 and 6. This impairment 
has been included within adjusting items in the current and prior year.  

The carrying amount of the right-of-use asset is split between motor vehicles of £nil (2022: £0.1m) and property of £48.5m 
(2022: £80.1m). 

53 weeks ended 30 April 2022 

Cost 
At 24 April 2021 
Additions* 
Disposals 
Lease modifications 
Exchange rate difference 
At 30 April 2022 

*  Additions are from new stores, extension or remeasurement of leases, e.g. CPI changes. 

Group 

Company 

Right-of-use 
asset 
£m 

Right-of-use 
asset 
£m 

343.4 
50.6 
(26.4)
(4.1)
(1.5)
362.0 

7.2
0.1
(0.1)
–
–
7.2

172
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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

30. Leases continued 

53 weeks ended 30 April 2022 

Accumulated depreciation 
At 24 April 2021 
Depreciation charge 
Disposals 
Impairment reversals 
Impairment charges  
Exchange rate difference 
At 30 April 2022 

Net balance sheet amount at 30 April 2022 

Items in the Group statement of comprehensive income not impacted by IFRS 16 are: 

Lease expense relating to short-term assets 
Lease expense of variable lease payments not included in the lease liabilities 

Group 

Company 

Right-of-use 
asset  
£m 

Right-of-use 
asset 
£m 

252.3 
28.0 
(12.2)
(5.8)
20.2 
(0.7)

281.8 
80.2 

Group 

2023 
£m 

1.8 
5.9 

5.4
0.5
0.1
(0.2)
0.1
–

5.9
1.3

2022
£m 

1.2
3.2

The above lease expenses are gross of onerous property related contracts provision, capital contribution releases and rent-
free lease. The equivalent disclosures in note 5 and note 12 are disclosed net of these. 

Lease liability 
Lease liabilities are calculated by discounting fixed lease payments using the incremental borrowing rate at the lease 
inception date determined with reference to the geographical location and length of the lease. The discount rates applied to 
leases range between 4.7% and 9.0% (2022: 0.3% to 8.5%). 

Analysed as: 

Current lease liability 
Non-current lease liability 

Total lease liability 

Group 

Company 

2023
£m 

60.5
127.6

188.1

2022 
£m 

66.1 
151.2 
217.3 

2023 
£m 

1.3 
1.8 

3.1 

The remaining contractual maturities of the lease liabilities, which are gross and undiscounted, are as follows: 

Less than one year 
One to two years 
Two to three years 
Three to four years 
Four to five years 
More than five years 

Total undiscounted lease liability 

Group 

Company 

2023
£m 

99.5
49.2
35.1
24.9
14.5
10.7
233.9

2022 
£m 

66.1 
50.2 
42.8 
28.5 
19.9 
18.6 
226.1 

2023 
£m 

1.3 
1.0 
0.6 
0.2 
– 
– 
3.1 

2022
£m 

1.3
2.4
3.7

2022
£m 

1.3
0.9
0.8
0.4
0.2
0.1
3.7

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

30. Leases continued 

Reconciliation of liabilities to cash flow arising from leases: 

Opening lease liability 
Payment of lease liability 
Present value of Covid-19 rent concessions and deferrals 
Increase due to lease additions and modifications 
Decrease due to lease disposals and modifications  
Interest expense 
Foreign exchange differences 
Closing lease liability 

Group 

Company 

2023
£m 

217.3
(61.4)
(0.7)
35.5
(12.3)
5.1
4.6
188.1

2022 
£m 

269.6 
(71.7) 
(3.7) 
54.9 
(34.7) 
5.1 
(2.2) 
217.3 

2023 
£m 

3.7 
(1.3)
– 
0.4 
(0.1)
0.1 
0.3 
3.1 

2022
£m 

5.7
(2.0)
0.3
–
(0.2)
0.1
(0.2)
3.7

All movements in the table above are non-cash movements except for payment of lease liability (which includes both interest 
and principal), which are cash movements. For a reconciliation of liabilities to cash flow arising from other financing activities 
(excluding leases), refer to note 32. 

31. Note to the cash flow statement 
Reconciliation of operating profit to cash generated from operations. 

Operating (loss)/profit 
Adjusted for: 
•  Loss/(gain) on derivatives 
•  Depreciation of property, plant and equipment and  

right-of-use assets 

•  Amortisation of intangible assets 
•  Impairment charge of property, plant and equipment, right-of-use 

assets and intangible assets 

•  Impairment reversal of property, plant and equipment, right-of-use 

assets and intangible assets 

•  Loss on disposal of property, plant and equipment 
•  Lease modifications 
•  IFRS 16 Covid-19 rent concessions 
•  (Decrease)/increase in onerous property related contracts provision 

(net of releases on exited stores) 

•  Increase in other provisions 
•  Employee share award schemes 
•  IFRS 2 charge – FSP 
•  Foreign exchange losses 
•  Net release of inventory provision 
•  Net impairment of trade receivables  
Operating cash flow before movements in working capital 
Changes in working capital: 
•  Decrease in inventories 
•  Decrease/(increase) in trade and other receivables 
•  (Decrease)/increase in trade and other payables and provisions 
Cash generated from operating activities 

Note 

6

18,30
19

11,30

28
28
7
9
12
23
24

Group 

Company 

2023
£m 

(70.1)

10.4

47.7
8.1

44.7

(3.7)
1.1
(13.1)
(0.7)

(0.7)
0.9
1.4
–
(15.9)
(0.7)
1.7
11.1

21.4
29.4
(12.5)
49.4

Restated 
2022* 
£m 

25.6 

(13.7) 

41.1 
7.6 

24.2 

(8.6) 
1.1 
(16.8) 
(3.7) 

0.5 
– 
2.0 
(0.6) 
(12.3) 
(0.4) 
(1.8) 
44.2 

16.7 
(12.4) 
(1.3) 
47.2 

2023 
£m 

2.7

– 

2.1 
3.6 

0.3 

– 
– 
0.3 
– 

(1.4)
1.2 
0.7 
– 
(3.7)
– 
– 
5.8 

2022
£m 

8.4

–

3.8
3.7

–

–
–
(0.3)
(0.3)

1.1
–
0.7
–
(4.1)
–
–
13.0

– 
(30.2)
33.6
9.2 

0.2
81.1
(80.9)
13.4

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Group cash flows arising from adjusting items are £nil (2022: £nil). 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

32. Net debt 
Analysis of net debt 

Cash and bank balances 
Overdraft  

Cash and cash equivalents  
ABL Facility 

Net debt 

Cash and bank balances 
Overdraft 

Cash and cash equivalents 

Group 

Cash flow  
£m 

Non-cash 
changes  
 £m 

36.9 
(32.7) 

4.2 
(29.6) 

(25.4) 

0.8 
– 

0.8 
– 

0.8 

2022
£m 

20.5
(3.1)

17.4
(18.4)

(1.0)

Company 

2022
£m 

Cash flow  
£m 

Non-cash 
changes 
£m 

–
–

–

3.4 
– 

3.4 

– 
– 

– 

2023
£m 

58.2
(35.8)

22.4
(48.0)

(25.6)

2023
£m 

3.4
–

3.4

25
26

26

25
26

Non-cash changes relates to exchange gains on cash and cash equivalents. Interest of £nil (2022: £nil) has been incurred in 
respect of short-term facilities. 

A reconciliation of movements of liabilities to cash flows arising from financing activities excluding lease liability is 
included below: 

Balance at 30 April 2022 

Changes from financing cash flows: 
Drawdown of ABL 
Payment of interest 
Repayment of ABL 
Total changes from financing cash flows 

Other changes: 
Interest expense 
Balance at 29 April 2023 

See note 30 for an explanation of the movements in lease liabilities. 

Balance at 25 April 2021 

Changes from financing cash flows: 
Drawdown of ABL 
Payment of interest 
Repayment of ABL 
Total changes from financing cash flows 

Other changes: 
Interest expense 
Balance at 30 April 2022 

Group 

2023
£m 

18.4

160.1
(3.3)
(130.5)
26.3

3.3
48.0

Group 

2022
£m 

–

164.7
(2.9)
(146.3)

15.5

2.9

18.4

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

33. Financial risk management 
The Company’s and Group’s activities expose it to a variety of financial risks, including market risk (including foreign currency 
risk and cash flow interest rate risk), credit risk and liquidity risk. The  Group’s overall risk management programme focuses on 
the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. 
The Group uses derivative financial instruments to hedge certain foreign exchange exposures.  

Credit risk – Group accounts 
Credit risk is managed on a Group basis through a shared service centre based in Cheltenham. Credit risk arises from cash 
and cash equivalents, as well as credit exposures to Wholesale and to a lesser extent Store and Ecommerce customers, 
including outstanding receivables and committed transactions. For Wholesale customers, management assesses the 
credit quality of the customer, considering its financial position, past experience and other factors. The Group mitigates 
risk in certain markets or with customers considered higher risk with payments in advance and bank guarantees, as well as 
adopting credit insurance where appropriate. The Group regularly monitors its exposure to bad debts in order to minimise 
risk of associated losses. 

The Group is party to banking agreements that include a legal right of offset which enables the overdraft balances to be 
settled net with cash balances (2023 overdrafts: £35.8m, 2022 overdrafts: £3.1m). These balances have been excluded from 
contractual cash flows.  

Sales to Store and Ecommerce customers are settled in cash, by major credit cards, or other online payment providers. 
Credit risk from cash and cash equivalents is managed via banking with well-established banks with a strong credit rating.  

Impairment of financial assets 
 The Group’s financial assets subject to the ECL model are primarily trade receivables.  

A loss allowance is recognised based on ECL. The amount of ECL is updated at each reporting date to reflect changes in 
credit risk since initial recognition. 

The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical 
credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment 
of both the current as well as the forecast direction of conditions at the reporting date. None of the trade receivables that h ave 
been written off are subject to enforcement activities. 

Significant increase in credit risk 
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group 
compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on 
the financial instrument at the date of initial recognition. In making this assessment, the Group considers both quantitative and 
qualitative information that is reasonable and supportable, including historical experience and forward-looking information 
that is available without undue cost or effort. Forward-looking information considered includes the prospects of the industries 
in which the Group’s debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, 
relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and 
forecast economic information that relate to the Group’s core operations. 

In particular, the following information is considered when assessing whether credit risk has increased significantly since 
initial recognition:  

•  an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; 

•  significant deterioration in external market indicators of credit risk for a particular financial instrument, e.g., a significant 

increase in the credit spread, the credit default swap prices for the debtor, or the length of time or the extent to which the 
fair value of a financial asset has been less than its amortised cost; 

•  existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant 

decrease in the debtor’s ability to meet its debt obligations; 

•  an actual or expected significant deterioration in the operating results of the debtor; 

•  significant increases in credit risk on other financial instruments of the same debtor; and  

•  an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor 

that results in a significant decrease in the debtor’s ability to meet its debt obligations.  

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

33. Financial risk management continued 
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a financial asset 
has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the 
Group has reasonable and supportable information that demonstrates otherwise.  

Despite the foregoing, the Group assumes that the credit risk on a financial instrument has not increased significantly since 
initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is 
determined to have low credit risk if: 

1.  the financial instrument has a low risk of default; 

2. the debtor has a strong capacity to meet its contractual cash flow obligations in the near term; and 

3. adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of 

the borrower to fulfil its contractual cash flow obligations. 

The maximum exposure to credit risk is equal to the carrying value of the derivatives, cash and trade and other receivables. 

Measurement and recognition of expected credit losses 
The measurement of ECL is a function of the probability of default, loss given default and the exposure at default. The 
assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking 
information. The exposure at default is represented by the asset’s gross carrying value, less specific insurance held, at 
the reporting date. 

The ECL is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the 
contract and all the cash flows that the Group expects to receive. The Group recognises an impairment gain or loss in profit 
for all financial instruments with a corresponding adjustment to their carrying amount through a loss account.  

Credit risk – Company accounts 
The ECL model is required to be applied to the intercompany receivable balances, which are classified as held at amortised 
cost. The increase in the loss allowance during the current year relates to a deterioration in the borrower’s credit risk during 
the current period. 

Foreign currency risk  
The Group’s foreign currency exposure arises from:  

•  transactions (sales/purchases) denominated in foreign currencies. 

•  monetary items (mainly cash receivables and borrowings) denominated in foreign currencies. 

•  investments in foreign operations, whose net assets are exposed to foreign currency translation. 

The Group is mainly exposed to US Dollar and Euro currency risks. The exposure to foreign exchange risk within each 
company is monitored and managed at Group level. The Group’s policy on foreign currency risk is to economic hedge 
a portion of foreign exchange risk associated with forecast overseas transactions, and transactions and monetary 
items denominated in foreign currencies.  

The Group’s approach is to hedge the risk of changes in the relevant spot exchange rate. The Group uses forward contracts 
to hedge foreign exchange risk. As at 29 April 2023 and 30 April 2022, the Group had entered into a number of foreign 
exchange forward contracts to hedge part of the aforementioned translation risk. Any remaining amount remains unhedged. 

Forward exchange contracts have not been formally designated as hedges and consequently no hedge accounting has been 
applied. Forward exchange contracts are carried at fair value. Currency exposure arising from the net assets of the Group’s 
foreign operations are not hedged.  

On 29 April 2023, if the currency had weakened or strengthened by 20% against both the US Dollar and Euro with all other 
variables held constant, profit for the period would have been £19.6m (2022: £17m) higher/lower, mainly as a result of foreign 
exchange gains/losses on translation of US Dollar/Euro trade receivables, cash and cash equivalents, and trade payables. 
The figure of 20% used for sensitivity analysis has been chosen because it represents a range of reasonably probable 
fluctuations in exchange rates. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

33. Financial risk management continued 
The Group’s foreign currency exposure is as follows:  

Financial assets 
Trade receivables 
Cash and cash equivalents 

Financial assets exposure 
Financial liabilities 
Trade payables 
Lease liabilities 
Overdrafts 

Financial liabilities exposure 
Net exposure 

2023
US Dollar 
£m 

Group 

2023  
Euro 
 £m 

2022 
US Dollar  
£m 

5.9
0.8
6.7

(8.9)
(20.1)
(17.8)
(46.8)

(40.1)

25.1 
8.3 
33.4 

(9.4) 
(81.7) 
– 
(91.1) 

(57.7) 

5.2 
7.9 
13.1 

(2.3)
(24.5)
– 
(26.8)

(13.7)

2022 
Euro
 £m 

35.7
5.6
41.3

(11.4)
(93.9)
(7.1)
(112.4)

(71.1)

Cash flow interest rate risk  
The Group has financial assets and liabilities which are exposed to changes in market interest rates. Changes in interest rates 
impact primarily on deposits, loans and borrowings by changing their future cash flows (variable rate). Management does not 
currently have a formal policy of determining how much of the Group’s exposure should be at fixed or variable rates and the 
Group does not use hedging instruments to minimise its exposure. However, at the time of taking out new loans or borrowings, 
management uses its judgement to determine whether it believes that a fixed or variable rate would be more favourable for 
the Group over the expected period until maturity. If base interest rates had been 1% higher or lower during FY23, the net 
interest charge would have increased or decreased by £0.4m. The Group’s significant interest-bearing assets and liabilities 
are disclosed in notes 25 and 26.  

Liquidity risk  
Cash flow forecasting is performed on a Group basis by the monitoring of rolling forecasts of the Group’s liquidity 
requirements to ensure that it has sufficient cash to meet operational needs. The maturity profile of the Group’s liabilities is 
analysed in notes 26, 27 and 30. 

The Group is party to banking agreements that include a legal right of offset which enables the overdraft balances to be 
settled net with cash balances (2023: £35.8m overdraft, 2022: £3.1m overdraft). These balances have been excluded from 
contractual cash flows. 

In light of the external challenges currently faced by the Group, which include input price inflation, the impact of high inflation 
on consumer spending and the longer-term impact of COVID-19 on consumer behaviour, the Group is closely managing cash 
flows through reduced capital expenditure and tight control over day-to-day spend. There additionally continues to be a focus 
on improving operational efficiency through reducing stock levels and through achieving cost savings. 

In December 2022, Superdry agreed an Asset Based Lending Facility of up to £80m, limited by levels of inventory and 
receivables held at any point in time, including a £30m term loan, for three years with an option to extend for one further year, 
with specialist lender Bantry Bay Capital Limited, see note 26 for further details. This refinanced the previous £70m Asset 
Backed Lending Facility with HSBC and BNPP, which was due to expire in January 2023.  

Maturity of undiscounted financial liabilities (excluding derivatives) 
The expected maturity of undiscounted financial liabilities is as follows: 

In one year or less 
In two to five years 

2023 
£m 

184.0
1.4

2022
£m 

128.7
2.0

The above balances relate to trade payables, other payables, accruals and overdrafts. See note 30 for analysis of 
undiscounted lease liabilities. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

33. Financial risk management continued 
Valuation hierarchy  
The table below shows the financial instruments carried at fair value by valuation method:  

Assets 
Derivative financial instruments 
•  forward foreign exchange contracts 
Liabilities  
Derivative financial instruments  
•  forward foreign exchange contracts 

Level 1 
£m 

Level 2 
£m 

Group 

2023
Level 3
£m 

Level 1  
£m 

Level 2  
£m 

2022
Level 3
£m 

–

–

1.1

(2.2)

–

–

– 

– 

9.8 

(0.5)

–

–

The level 2 forward foreign exchange valuations are derived from mark-to-market valuations based on observable market 
data as at the close of business on 29 April 2023 and 30 April 2022. 

The notional principal amount of the outstanding outright FX contracts as at 29 April 2023 was £59.7m (2022: £105.4m).  

Derivative financial instruments  
There is a master netting agreement in place in relation to derivatives. All cash flows will occur within 24 months (2022: 24 
months). All derivative financial instruments are carried at fair value as assets when the fair value is positive and as liabilities 
when the fair value is negative.  

The table below analyses the Group’s and Company’s derivative financial instruments. The amounts disclosed in the table are 
the carrying balances of the assets and liabilities as at the balance sheet date. 

Forward foreign exchange contracts – current 
Forward foreign exchange contracts – non-current 

Total derivative financial assets 
Forward foreign exchange contracts – current 
Forward foreign exchange contracts – non-current 

Total derivative financial liabilities 

Group 

2023
£m 

1.1
–
1.1
2.2
–
2.2

2022 
£m 

8.9 
0.9 
9.8 
0.5 
– 
0.5 

Company 

2023 
£m 

2022
£m 

– 
– 
– 
– 
– 
– 

–
–
–
–
–
–

The full fair value of a derivative is classified as a non-current asset or liability where the remaining maturity of the derivative is 
more than 12 months and as a current asset or liability if the maturity of the deriva tive is less than 12 months. The fair value of 
derivatives at 25 August 2023 is £0.7m. 

Capital risk management  
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide 
returns for shareholders, and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost 
of capital. The Group is not subject to any externally imposed capital requirements. The Group’s strategy remains unchanged 
from financial year 2022. 

Consistent with others in the industry, the Group monitors capital based on the gearing ratio. This ratio is calculated as net debt 
divided by total capital employed. Net debt is defined in note 35. Total capital employed is calculated as “equity” as shown in 
the consolidated balance sheet plus net debt. The Group is in a net debt position on 29 April 2023 (2022: net debt position).  

The Board has put in place a distribution policy which considers the degree of maintainability of the Group’s profit streams 
as well as the requirement to maintain a certain level of cash resources for working capital and capital investment purposes. 
If appropriate, the Board will recommend an ordinary dividend broadly reflecting the profits in the relevant period. In addition, 
the Board will consider and, if appropriate, recommend the payment of a supplemental dividend alongside the final ordinary 
dividend. The value of any such supplemental dividend will vary depending on the performance of the Group and the 
Group’s anticipated working capital and capital investment requirements through the cycle. It is intended that, in normal 
circumstances, the value of the ordinary dividends declared in respect of any year are covered at least three times by 
adjusted profit after tax (see note 35 for definition). Considering the current economic climate and consistent with the FY22 
decision, the Board did not propose an interim dividend and has made the decision not to recommend a final dividend for 
FY23. In addition, under the terms of our recent loan facility, the Company is restricted from declaring, making or paying 
dividends to shareholders without prior permission from Bantry Bay, which cannot be unreasonably withheld. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

33. Financial risk management continued 

Capital Structure  

The capital structure is as follows: 

Equity 

Cash and cash equivalents 
Borrowings 

Net cash and cash equivalents 

Group 

Company 

2023
£m 

(53.1)

58.2
(83.8)

(25.6)

Restated* 
2022 
£m 

100.2 

20.5 
(21.5) 

(1.0) 

2023 
£m 

11.5

3.4 
– 

3.4 

*  The Group balance sheet at 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Financial instruments: Asset  

Financial instruments by category: Assets 

Trade and other receivables excluding  
non-financial assets 
Derivative financial instruments 
Cash and cash equivalents 

Financial instruments – assets 

Financial instruments: Liabilities 

Financial instruments by category: Liabilities 

Derivative financial instruments 
Lease liabilities 
Borrowings 
Trade and other payables excluding  
non-financial liabilities  

Financial instruments – liabilities 

Financial instruments: Assets 

Assets at fair
value through
profit or loss
 2023
£m 

Financial 
assets at
amortised cost 
2023
£m 

–
1.1
–
1.1

58.1
–
58.2
116.3

Liabilities at fair 
value through 
profit or loss 
2023
£m 

Other financial 
liabilities at 
amortised cost 
2023
£m 

2.2
–
–

–
2.2

–
188.1
83.8

101.5
373.4

Group 

Total 
2023
£m 

58.1
1.1
58.2
117.4

Group 

Total 
2023
£m 

2.2
188.1
83.8

101.5
375.6

Assets at fair 
value through 
profit or loss 
 2022 
£m 

Financial  
assets at 
amortised cost  
2022 
£m  

– 
9.8 
– 
9.8 

74.6 
– 
20.5 
95.1 

Liabilities at fair 
value through 
profit or loss  
2022 
£m 

Other financial 
liabilities at 
amortised cost  
2022 
£m 

0.5 
– 
– 

– 
0.5 

– 
217.3 
21.5 

109.1 
347.9 

2022
£m 

157.8

–
–

–

Total 
2022
£m 

74.6
9.8
20.5
104.9

Total 
2022
£m 

0.5
217.3
21.5

109.1
348.4

Financial instruments by category: Assets 

Trade and other receivables excluding non-financial assets 
Cash and cash equivalents 

Financial instruments – assets  

Financial instruments: Liabilities 

Financial instruments by category: Liabilities 

Trade and other payables excluding non-financial liabilities 
Lease liabilities 

Financial instruments – liabilities 

Company 

Financial 
assets at 
amortised 
cost  
2023 
£m 

105.0 
3.4 
108.4 

Company 

Other 
financial 
liabilities at 
amortised 
cost  
2023 
£m 

238.7 
3.1 

241.8 

Financial 
assets at 
amortised 
cost 
2022
£m 

197.5
–
197.5

Other 
financial 
liabilities at 
amortised 
cost 
2022
£m 

204.7
3.7

208.4

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

34. Share capital 
Authorised, allotted and fully paid 5p shares 

Group and Company 

29 April 2023 
30 April 2022 

Number of shares 

82,201,937 
82,129,177 

Value of 
shares 
(£m) 

4.1
4.1

72,760 ordinary shares of 5p were authorised, allotted and issued in the period under the Superdry share-based Long-Term 
Incentive Plans, Buy As You Earn and Save As You Earn schemes, as well as under other schemes issued to certain members 
of senior management. This represents the only movement in share capital in the year.  

The number of shares stated above includes all Superdry Plc shares, including those held by the Supergroup Plc employee 
benefit trust. See below for a summary of the shares held by the trust at 29 April 2023. 

Employees Share Option Plan (ESOP) 

Group and Company 

29 April 2023 
30 April 2022 

Number of shares 

54,042 
768,990 

Value of 
shares 
(£m) 

0.1
2.0

During the year, the Supergroup Plc employee benefit trust issued 714,948 of Superdry Plc’s shares in order to settle current 
obligations under the Group’s share-based incentive schemes. The employee benefit trust has been consolidated in the 
Group and Company financial statements, with the shares recognised in a separate ESOP reserve. 

35. Alternative performance measures 
Introduction  
The Directors assess the performance of the Group using a variety of performance measures, some are IFRS, and some are 
adjusted and therefore termed ‘‘non-GAAP’’ measures or “alternative performance measures” (APMs). The rationale for using 
adjusted measures is explained below. The Directors principally discuss the Group’s results on an adjusted basis. Results on 
an adjusted basis are presented before adjusting items. 

The APMs used in this Annual Report are adjusted operating profit and margin, adjusted profit/(loss) before tax, adjusted tax 
expense and adjusted effective tax rate, adjusted earnings per share and net cash/debt. 

A reconciliation from these non-GAAP measures to the nearest measure prepared in accordance with IFRS is presented 
below. The APMs we use may not be directly comparable with similarly titled measures used by other companies. There have 
been no changes in definitions from the prior period. 

Adjusting items  
The Group’s statement of comprehensive income and segmental analysis separately identify adjusted results before adjusting 
items. The adjusted results are not intended to be a replacement for the IFRS results. The Directors believe that presentation 
of the Group’s results in this way provides stakeholders with additional helpful analysis of the Group’s financial performance. 
This presentation is consistent with the way that financial performance is measured by management and reported to the 
Board and the Executive Committee. It is also consistent with the way that management is incentivised.  

In determining whether events or transactions are treated as adjusting items, management considers quantitative as well as 
qualitative factors such as the frequency or predictability of occurrence. Adjusting items are identified by virtue of their size, 
nature or incidence. 

Examples of charges or credits meeting the above definition and which have been presented as adjusting items in the current 
and/or prior years include: 

•  the movement in the fair value of unrealised financial derivatives;  

•  business restructuring programmes; 

•  store asset impairment charges and onerous property related contracts provision; 

•  IFRS 2 charges in respect of Founder Share Plan (FSP). 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

35. Alternative performance measures continued 
•  Intangible asset impairments; 

•  derecognition of deferred tax assets; and 

•  impact on deferred tax assets/liabilities for changes in tax rates. 

If other items meet the criteria, which are applied consistently from year to year, they are also treated as adjusting other items.  

Adjusting items in this period 
The following items have been included within ‘‘Adjusting items’’ for the period ended 29 April 2023: 

Fair value remeasurement of foreign exchange contracts – financial years 2023 and 2022 
The fair value of unrealised financial derivatives is reviewed at the end of each reporting period and unrealised losses/gains 
are recognised in the Group statement of comprehensive income. 

The Directors consider unrealised losses/gains to be adjusting items due to both their size and nature. The size of the 
movement on the fair value of the contracts is dependent on the spot foreign exchange rate at the balance sheet date and 
an assessment of future foreign exchange volatility applied to the relevant contract currencies, as such the size of the 
movements can be substantial. The unrealised foreign exchange contracts have been entered into in order to achieve 
an economic hedge against future payments and receipts and are not a reflection of historical performance.  

Restructuring, strategic change and other costs – financial year 2023 
The Group has undertaken a number of restructuring activities during FY23, resulting in the reduction of staff. The costs of 
redundancy, together with the legal and advisor costs associated with the restructure projects have been classified as 
adjusting items. 

Store asset impairment and onerous property related contracts provision – financial years 2023 
and 2022 
A store asset impairment and onerous property related contracts provision review was performed during the year across the 
Group’s store portfolio. An adjusting net impairment charge of £41.0m of property, plant and equipment, intangible assets and 
right-of-use assets has been made on the basis that the recoverable amount is less than the carrying value. In addition, an 
onerous property contract charge of £2.3m has been recognised. 

A similar exercise was performed in financial year 2022 across all store assets, result ing in a property, plant and equipment, 
intangible assets and right-of-use assets impairment of £16.8m and an onerous property related contracts provision charge 
of £1.5m. 

The Directors consider the store impairment and onerous property related contracts provision to be an adjusting item due to 
the materiality of the charge. See notes 2 and 6 for further details. 

Founder Share Plan (FSP) – IFRS 2 charge – financial years 2023 and 2022  
While there are no cost or cash implications for the Group, the Founder Share Plan (FSP) falls within the scope of IFRS 2. 
The Group has included the IFRS 2 charge and related deferred tax movement in relation to the FSP within adjusting items 
for the prior period. 

The Directors consider the plan to be one-off in nature and unusual in that the share awards are being funded exclusively by 
the Founders. While the charge is spread over a few financial years, the plan is a one-time scheme. Accordingly, the IFRS 2 
charge in respect of the FSP is an adjusting item due to the size, nature and incidence of the scheme. There are no known 
recent examples within quoted companies of incentive arrangements operating in a similar way to the FSP. While unusual in 
terms of size, the plan is also unusual regarding its treatment in what is essentially a personal arrangement, with no net cost or 
cash and minimal administrative burden to the Company. There are no other adjustments anticipated in respect of the scheme 
other than the IFRS 2 charge. 

Therefore, the Directors consider the charge to be significant in terms of its potential influence on the readers’ interpretation 
of the Group’s financial performance. The scheme ended in January 2022, with none of the vesting criteria met. Accordingly, 
no further expense or credit will be recognised in profit and loss in respect of the scheme in future periods. See note 9 for 
further details of the FSP. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

35. Alternative performance measures continued 
Adjusted operating (loss)/profit and margin  
In the opinion of the Directors, adjusted operating profit and margin are measures which seek to reflect the performance 
of the Group that will contribute to long-term sustainable profitable growth. The Directors focus on the trends in adjusted 
operating profit and margins, and they are key internal management metrics in assessing the Group’s performance. As such, 
they exclude the impact of adjusting items.  

A reconciliation from operating profit, the most directly comparable IFRS measure, to the adjusted operating profit and margin 
is set out below. 

Reported revenue 
Operating (loss)/profit 
Adjusting items 
Adjusted operating (loss)/profit 

Operating margin 
Adjusted operating margin 

2023 
£m 

622.5 
(70.1)
56.8 
(13.3)

2023 
£m 

(11.3%)
(2.1%)

Restated*
2022
£m 

609.6
25.6
4.0
29.6

2022
£m 

4.2%
4.9%

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Adjusted (loss)/profit before tax 
In the opinion of the Directors, adjusted (loss)/profit before tax is a measure which seeks to reflect the performance of the 
Group that will contribute to long-term sustainable profitable growth. As such, adjusted (loss)/profit before tax excludes the 
impact of adjusting items. The Directors consider this to be an important measur e of Group performance and is consistent 
with how the business performance is reported to and assessed by the Board and the Executive Committee. 

A reconciliation from (loss)/profit before tax, the most directly comparable IFRS measure, to the adjusted (loss)/profit before 
tax is set out below. 

(Loss)/profit before tax 
Adjusting items 

Adjusted (loss)/profit before tax 

2023 
£m 

(78.5)
56.8 
(21.7)

Restated*
2022
£m 

17.6
4.0
21.6

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

Adjusted tax expense and adjusted effective tax rate 
In the opinion of the Directors, adjusted tax expense is the total tax charge for the Group excluding the tax impact of 
adjusting items. Correspondingly, the adjusted effective tax rate is the adjusted tax (expense)/credit divided by the adjusted 
(loss)/profit before tax.  

These measures are an indicator of the ongoing tax rate of the Group. 

A reconciliation from tax expense, the most directly comparable IFRS measures, to the adjusted tax expense is set out below: 

Adjusted (loss)/profit before tax 
Tax (expense)/credit 
Adjusting items – current tax 
Adjusting items – deferred tax 

Adjusted tax (expense)/credit 
Adjusted effective tax rate 

*  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

2023 
£m 

(21.7)
(69.6)
– 
– 

(69.6)
(320.7)%

Restated*
2022
£m 

21.6
4.8
–
3.0

7.8
36.1%

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

35. Alternative performance measures continued 
Net cash/(debt) 
In the opinion of the Directors, net cash/debt is a useful measure to monitor the overall cash position of the Group. It is 
the total of all short and long-term loans and borrowings, less cash and cash equivalents. See note 32 for the Group’s net 
cash/(debt) position. This position is exclusive of financial liabilities in relation to IFRS 16. 

Adjusted EPS 
In the opinion of the Directors, adjusted earnings per share is calculated using basic earnings, adjusted to exclude adjusting 
items net of current and deferred tax. See note 16 for the Group’s adjusted EPS. 

36. Government assistance 
The Group received government support within the UK and EU territories during the current and prior years in response to the 
Covid-19 pandemic. This included: deferring tax payments; obtaining reductions in business rates from the UK government; 
seeking compensation for lost revenue and subsidies to cover fixed costs; and placing staff on furlough during the periods 
of store closures. 

Furlough support across all territories of £1.2m was recognised in the year (2022: £0.3m), through the UK’s Coronavirus 
Job Retention Scheme (CJRS) and equivalent schemes in other countries. A provision of £0.4m (2022: £1.6m) has been 
recognised to cover any existing furlough related clawbacks. 

The business rates reductions from the UK government totalled £nil (2022: £4.6m). 

Lost revenue and subsidy support in the UK and other territories of £0.2m has been recognised in the year (2022: £1.7m). 

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions 
attached to them and that the grants will be received. 

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as 
expenses the related costs for which the grants are intended to compensate. The value is netted off against costs in selling, 
general and administrative expenses. 

37. Prior-year adjustments 
The financial statements for the prior financial year have been restated to incorporate the impact of misstatements to 
balances at the year-end and in the brought forward balance sheet position at the end of FY21. The misstatements impact 
the values of Other receivables, Property, plant and equipment and Intangible assets. 

During the current financial year the Company have undertaken a full review of the realisability of debtor balances. Following 
this review, it has been established that the Other receivables balance has been overstated in the prior year and earlier 
periods due to historically inconsistent information flows and manual data management for our E-commerce debtor balances, 
resulting in charges that have not been recognised in the Group statement of comprehensive income and incorrect foreign 
exchange calculations. The adjustments impact the prior year balance sheet, reducing the Other receivables balance by 
£4.9m, comprising an additional charge of £1.5m to profit and loss for FY22 and a reduction of £3.4m to the brought 
forward retained earnings at the end of FY21.  

In addition, it has been established that on disposal of impaired assets, the gross value of the assets, accumulated amortisation 
and associated impairments have not been correctly removed from the prior year balance sheet. As a result, property, plant 
and equipment and intangible assets in the prior year have been restated to correctly remove the gross assets and associated 
amortisation disposed, and to reflect the removal of the associated impairments on disposed properties. At the end of FY22, 
these adjustments have increased property, plant and equipment by £1.0m and intangible assets by £0.2m, with a corresponding 
credit to selling, general and administrative expenses. 

The following tables summarise the impact of the adjustments on the consolidated financial statements for the 53 weeks 
ended 30 April 2022: 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

37. Prior-year adjustments continued 
Group Statement of Comprehensive Income  

For the 53 weeks ended 30 April 2022 

Revenue 
Cost of sales 

Gross profit 
Selling, general and administrative expenses* 
Other costs and gains net of finance costs* 
Income tax credit 

Profit for the period 

Earnings per share – Basic 
Earnings per share – Diluted 

As previously 
reported 
2022 
£m 
609.6 
(267.0) 

Adjustments 
2022 
£m 
– 
(1.2) 

342.6 

(361.2) 
36.5 
4.8 

22.7 

(1.2) 

0.9 
– 
– 

(0.3) 

Restated
2022
£m 
609.6
(268.2)

341.4

(360.3)
36.5
4.8

22.4

Pence per share 
27.7 
26.7 

Pence per share 
(0.3) 
(0.3) 

Pence per share 
27.4
26.4

*  During the current financial year, the Group reclassified £12.0m of realised gains/(losses) on FX contracts and unrealised gains on FX from 

selling general and administrative expense to Other gains and losses (net). This reclassification more appropriately reflects selling, general and 
administrative expenses. Prior financial year comparatives of £12.0m have been restated to align to the current financial year approach, as noted at 
the foot of the Group Statement of Comprehensive income. 

Consolidated balance sheet 

At 30 April 2022 

Property, plant and equipment 
Intangible assets 
Trade and other receivables 
Other assets 

Total assets 

Current liabilities 
Non-current liabilities 

Total liabilities 

Net assets 

Retained earnings 
Translation reserve 
Share capital and other reserves 

Total equity 

As previously 
reported 
2022 
£m 
22.4 
42.3 
117.5 
309.5 

491.7 

(226.0) 
(161.8) 

(387.8) 

103.9 

256.7 
(1.6) 
(151.2) 

103.9 

Adjustments 
2022 
£m 
1.0 
0.2 
(4.9) 
– 

(3.7) 

– 
– 

– 

(3.7) 

(3.8) 
0.1 
– 

(3.7) 

Restated
2022
£m 
23.4
42.5
112.6
309.5

488.0

(226.0)
(161.8)

(387.8)

100.2

252.9
(1.5)
(151.2)

100.2

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

37. Prior-year adjustments continued 

At 30 April 2021 

Property, plant and equipment 
Intangible assets 
Trade and other receivables 
Other assets 

Total assets 

Current liabilities 
Non-current liabilities 

Total liabilities 

Net assets 

Retained earnings 
Translation reserve 
Share capital and other reserves 

Total equity 

As previously 
reported 
2021 
£m 
29.4 
41.7 
102.3 
338.8 

512.2 

(232.5) 
(189.3) 

(421.8) 

90.4 

233.0 
6.6 
(149.2) 

90.4 

Adjustments 
2021 
£m 
– 
– 
(3.4) 
– 

(3.4) 

– 
– 

– 

(3.4) 

(3.5) 
0.1 
– 

(3.4) 

Restated
2021
£m 
29.4
41.7
98.9
338.8

508.8

(232.5)
(189.3)

(421.8)

87.0

229.5
6.7
(149.2)

87.0

There is no impact on the consolidated cash flow statement for the period ended 30 April 2022. Due to unrecognised tax 
losses, there is also no impact on current or deferred tax. 

38. Post balance sheet events 
Sale of intellectual property for certain Asia Pacific countries 
On 22 March 2023, the Group announced that it had entered into an agreement with Cowell Fashion Company Ltd to dispose 
of its intellectual property assets in certain countries within the Asia Pacific region, for an upfront fee of USD50 million. The 
transaction constituted a Class 1 transaction for Superdry under the FCA’s Listing Rules and, at the year-end, completion 
of the disposal was conditional upon the approval of Superdry’s shareholders at a general meeting of the Company. The 
disposal was approved at a General Meeting of the Company’s shareholders held on 30 May 2023 and the proceeds of 
the disposal were received on 31 May 2023. 

The Agreement means Cowell will own and use the Superdry brand in key APAC markets. As at 29 April 2023, the carrying 
value of the assets disposed of in the transaction was £nil.  

Equity raise 
On 2 May 2023, the Company announced the successful completion of an equity raise, raising gross proceeds of approximately 
£12.0m through a Placing and separate Retail Offer. In aggregate, the Equity Raise comprised 15,700,000 New Ordinary Shares, 
representing approximately 19.1 per cent of the Company’s issued share capital at that date. The placing of 14,489,642 shares 
raised gross proceeds of approximately £11.1m at an issue price of 76.3 pence per share and retail investors have subscribed 
for a total of 1,210,358 shares at the issue price, raising gross proceeds of approximately £0.9m. 

Secondary Lending Facility  
On 7 August 2023 the Group agreed a secondary lending facility of up to £25m with Hilco Capital Limited at an interest rate of 
10.5% + Bank of England base rate on any drawn balance and a flat rate of 2% on any undrawn amounts. Similar to the Bantry 
facility, the ability to borrow is linked to the levels of both inventories and trade receivables. The facility expires on 7 August 
2024 with an option to extend. 

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Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc
Our Financials  →  Notes to the Group and Company Financial Statements to the members of Superdry plc 

Asia  
SuperGroup India Private Limited 
401-407 (4th Floor), Tolstoy House 
Tolstoy Marg 
New Delhi – 110001 
India 

Superdry Mumessillik Hizmet ve 
Ticaret Limited Sirketi 
Baglar Mahallesi Yavuz Sultan Selim  
Caddesi Canel 
Plaza no: 15  
Kat 9 Bagcılar-istanbul 
Turkey 

Superdry Hong Kong Limited 
1106-8, 11th Floor, Tai Yau Building  
No 181 Johnston Road 
Wanchai 
Hong Kong 

Trendy & Superdry Holding Limited 
13th Floor Gloucester Tower 
The Landmark 
15 Queen’s Road 
Central 
Hong Kong 

North America 
Superdry Retail LLC 
Superdry Wholesale LLC 
SuperGroup USA Inc 
160 Greentree Drive 
Suite 101 
Dover 
DE 19904 
USA 

39. Details of related 
undertakings 
Superdry plc (the Company) is a 
public company limited by shares 
incorporated in the United Kingdom 
under the Companies Act and is 
registered in England and Wales. 
The address of the Company’s 
registered office is shown below. 

Details of related undertakings 
including principal activity, country 
of incorporation and percentage of 
shares held by the Company are 
listed in note 20. The ultimate parent 
company and controlling party is 
Superdry plc. The primary activity 
of Superdry plc is to be the ultimate 
parent of the subsidiaries and incur 
expenses in relation to being a plc. 
The registered office address of each 
related undertaking is listed below: 

UK 
Superdry plc 
C-Retail Limited 
DKH Retail Limited 
SuperGroup Concessions Limited 
SuperGroup Internet Limited  
Unit 60 The Runnings 
Cheltenham 
Gloucestershire 
GL51 9NW 
United Kingdom 

Europe 
SuperGroup Europe BVBA 
SuperGroup Belgium NV 
SuperGroup Belgium Finance NV 

Industrielaan 3 
1702 Dilbeek 
Brussels 
Belgium 

Superdry Germany GmbH 
Sendlinger Str.6 
80331 
Munich 
Germany 

Superdry France SARL 
16 Rue Portalis 
75008 
Paris 
France 

SuperGroup Netherlands BV  
SuperGroup Netherlands Retail BV 
Nieuwstraat 156 
5126CH 
Gilze 
The Netherlands 

SuperGroup Retail Spain S.L.U 
C/Sancho de avila 
Num. 52-58 
Planat 2, Puerta 1-2 
08018 
Barcelona 
Spain  

SuperGroup Retail Ireland Limited 
c/o Egan O’Reilly Solicitors 
19, Upper Mount Street 
Dublin 2 
Ireland 

SuperGroup Sweden AB 
c/o CorpNordic Sweden AB 
Box 16285 
103 25 Stockholm 
Sweden 

Superdry Norway A/S 
Dronningens gate 8B 
0151 Oslo 
Norway 

Superdry Retail Denmark A/S  
Emdrupvej 26 1. Sal 
2100 København Ø 
Denmark 

Horace 
703 Route Nationale 
83310 
Grimaud 
France 

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Our Financials  →  Five Year History
Our Financials  →  Five Year History 

Five Year History 

(Unaudited) 

Revenue 
Cost of sales 

Gross profit 
Selling, general and administrative expenses – adjusted 
Impairment (losses)/credit on trade receivables 
Other gains and losses (net) – adjusted 
Operating profit/(loss) before adjusting items – adjusted 
Adjusting items (net) 

Operating profit/(loss) 
Finance costs (net) 
Impairment losses on financial assets 
Share of loss in investment/joint venture 
Profit/(loss) before tax 
Tax (expense)/credit 

Profit/(loss) for the period 
Profit attributable to non-controlling interests 

Profit/(loss) attributable to equity shareholders 
Adjusted profit/(loss) before tax 
Basic earnings per share (pence) 
Adjusted basic earnings per share (pence) 
Weighted average number of shares (m)** 

2019 
£m 

871.7
(391.3)
480.4
(447.0)
–
10.8
44.2
(116.3)
(72.1)

(1.0)
(10.0)
(6.2)
(89.3)
(12.4)
(101.7)
–
(101.7)
38.0
(124.2)
32.4
81.9

2020*
£m   

704.4
(326.5)
377.9
(412.1)
(9.2)
9.1
(34.3)
(125.1)
(159.4)

(7.5)
–
–
(166.9)
23.5
(143.4)
–
(143.4)
(41.8)
(174.9)
(43.5)
82.0

2021  
£m  

556.1 
(263.0) 
293.1 
(321.6) 
3.8 
19.3 
(5.4) 
(24.1) 
(29.5) 

(7.2) 
– 
– 
(36.7) 
0.6 
(36.1) 
– 
(36.1) 
(12.6) 
(44.0) 
(19.4) 
82.0 

Restated *** 
2022  
£m 

609.6 
(268.2)
341.4 
(342.6)
1.8 
29.0 
29.6 
(4.0)
25.6 

(8.0)
– 
– 
17.6 
4.8 
22.4 
– 
22.4 
21.6 
27.4 
35.9 
81.9 

2023 
£m 

622.5
(294.1)
328.4

(372.7)
(1.7)
32.7
(13.3)

(56.8)
(70.1)

(8.4)
–
–
(78.5)
(69.6)
(148.1)
–
(148.1)
(21.7)
(181.3)
(111.8)
81.7

*  Financial year 2020 includes the implementation of IFRS 16. The comparative periods have not been restated for this. 
**  Financial Year 2022 states weighted average number of shares after the deduction of Superdry Plc shares held in trust by Supergroup Plc Employee 

Benefit Trust. 

***  The comparative period to 30 April 2022 has been restated to correct certain misstatements, see note 37. 

188
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Superdry plc Annual Report 2023 
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