BOOHOO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2020 BOOHOO GROUP PLCANNUAL REPORT AND ACCOUNTS 2020 BOOHOO GROUP PLC, A LEADING ONLINE FASHION RETAIL GROUP Our multi-brand platform comprises boohoo, boohooMAN, PrettyLittleThing, Nasty Gal, MissPap, Karen Millen and Coast and targets fashion-conscious 16 to 40 year olds in the UK and internationally. STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS CONTENTS STRATEGIC REPORT 02 Group financial and operational highlights 04 At a glance 06 Group structure and brands 08 Our strategy and our values 10 Chairman’s statement 12 Review of the business 16 Financial review 21 Risk management 24 Environmental, social and governance report GOVERNANCE 38 Board of directors 40 Corporate governance report 43 Directors’ report 46 Directors’ remuneration report 58 Statement of directors’ responsibilities in respect of the annual report and financial statements FINANCIAL STATEMENTS 59 Independent auditors’ report to the members of boohoo group plc 63 Consolidated statement of comprehensive income 64 Consolidated statement of financial position 65 Consolidated statement of changes in equity 66 Consolidated cash flow statement 67 Notes to the financial statements 91 Company statement of comprehensive income 92 Company statement of financial position 93 Company statement of changes in equity 94 Company cash flow statement 95 Notes to the company financial statements 99 Five-year group statement of comprehensive income – unaudited 100 Five-year group statement of financial position – unaudited 100 Five-year group cash flow statement – unaudited 101 Shareholder information VISIT US ONLINE AT BOOHOOPLC.COM 01 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC GROUP FINANCIAL AND OPERATIONAL HIGHLIGHTS OUR PERFORMANCE GROUP BOOHOO PRETTYLITTLETHING NASTYGAL Financial 5 Revenue £600.7 million, up 38% (39% CER) 5 Gross margin 52.6%, down 30bps Financial 5 Revenue £516.3 million up 38% (37% CER) 5 Gross margin 55.6%, down 100bps Financial 5 Revenue £98.8 million up 106% (109% CER) 5 Gross margin 54.2%, down 250bps Operational 5 8.9 million active customers(B), Operational 5 6.3 million active customers, Operational 5 1.8 million active customers, up 28% on prior year 5 Significant investments in customer service, with AI and new apps, improving the customer proposition REVENUE GROWTH +38% ACTIVE CUSTOMERS +28% GROSS MARGIN 52.6% up 26% on prior year 5 High profile celebrity associations and social media driving traffic and international expansion, exceptionally well in the US and Europe REVENUE GROWTH +38% ACTIVE CUSTOMERS +26% GROSS MARGIN 55.6% up 88% on prior year 5 Extensive product range now comprises over 16,000 lines, double that of last year REVENUE GROWTH +106% ACTIVE CUSTOMERS +88% GROSS MARGIN 54.2% Financial 5 Revenue £1.235 billion, up 44% (44% CER(A)) 5 Strong revenue growth across all geographies with UK up 39% and international up 51%. International revenue is now 45% of total, up from 43% 5 Gross margin 54.0%, down 70bps as we have invested in growing our brands 5 Adjusted EBITDA(1) £126.5 million (2019: £84.5 million) with Adjusted EBITDA margin improving to 10.2% (2019: 9.9%) 5 Robust balance sheet with net cash of £240.7 million (2019: £190.7 million). High cash generation with operating cash flow of £127.3 million (2019: £111.9 million) Operational 5 Acquisition of the MissPap, Karen Millen and Coast brands, complementary additions to the group’s scalable, multi-brand platform 5 Distribution centre automation generating efficiencies and rapid order fulfilment REVENUE +44% ADJUSTED EBITDA(1) +50% PROFIT BEFORE TAX +54% £1,234.9m £126.5m £92.2m £856.9m £84.5m £579.8m £56.9m £59.9m £43.3m 2018 2019 2020 2018 2019 2020 2018 2019 2020 Notes: (A) CER designates Constant Exchange Rate translation of foreign currency revenue, which gives a truer indication of the performance in international markets by removing year-to-year exchange rate movements when local currency sales are converted to sterling. (B) Active customers defined as having shopped in the last year. 02 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Revenue Gross profit Gross margin Adjusted EBITDA(1) % of revenue Adjusted EBIT(2) % of revenue Adjusted profit before tax(3) Profit before tax Adjusted diluted earnings per share(4) Diluted earnings per share (2019 restated) Net cash(5) at year end 2020 £m 1,234.9 666.2 54.0% 126.5 10.2% 107.0 8.7% 108.3 92.2 5.88p 5.35p 240.7 2019 £m 856.9 469.0 54.7% 84.5 9.9% 75.1 8.8% 76.3 59.9 4.15p 3.71p 190.7 Change +44% +42% -70bps +50% +30bps +42% -10bps +42% +54% +42% +44% +£50.0m (1) Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, share-based payment charges and exceptional items. (2) Adjusted EBIT is calculated as profit before tax, interest, share-based payment charges, amortisation of acquired intangible assets and exceptional items. (3) Adjusted profit before tax is calculated as profit before tax, excluding share-based payment charges, amortisation of acquired intangible assets and exceptional items. (4) Adjusted diluted earnings per share is calculated as diluted earnings per share, adding back amortisation of acquired intangible assets, share-based payment charges, exceptional items and adjusting to 34% of the non-controlling interest as in previous years (see note 1 of the accounts). (5) Net cash is cash less borrowings. 03 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC AT A GLANCE A WINNING BUSINESS Our multi-brand platform comprises boohoo, boohooMAN, PrettyLittleThing, Nasty Gal, MissPap, Karen Millen and Coast and targets fashion-conscious 16 to 40 year olds in the UK and internationally. UK £679.3m EUROPE £188.4m GLOBAL REVENUE USA £263.6m REST OF THE WORLD £103.5m HIGHLIGHTS GLOBAL CUSTOMER BASE 14m14 million active customers PROFITABLE +54%Profit before tax up 54% HIGH GROWTH +44%Revenue up 44% 04 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OUR BRANDS KEY CHARACTERISTICS CHALLENGING THE FASHION MARKET Our high growth rate shows we understand what customers want. We operate in an efficient and profitable way, delivering value to our stakeholders. We invest to create a sustainable business. RESPONSIBLE We operate with responsibility towards all our stakeholders – including our customers, employees and partners – and in a sustainable way to reduce environmental impact. INSPIRED With a finger on the pulse of fashion, we spot the latest trends from all over the world. GLOBAL We operate in a global market, unhindered by borders, languages and physical presence. CONNECTED Through a large social media following, we connect with millions globally. FAST Hundreds of new products added daily and top sellers are re-bought within days. 05 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC GROUP STRUCTURE AND BRANDS ABOUT OUR GROUP AND OUR GLOBAL BRANDS boohoo group plc owns the brands boohoo, boohooMAN, PrettyLittleThing, Nasty Gal, MissPap, Karen Millen and Coast and designs, sources, markets and sells clothing, shoes, accessories and beauty products targeted at 16 to 40 year-old consumers globally. Each brand is differentiated in its message, appeal, price-point and target age-group. OUR BRANDS boohoo is the young girl’s fashion best friend, offering the most up-to-date fashion at incredible prices with unbeatable choice, great quality and excellent service. The brand’s core values are fun, fashion, social and inclusive. This translates into a product range for every young woman around the world. PrettyLittleThing is a youthful trend leader in online women’s fashion, offering a wide range of products at great prices, supported by an engaging global social media presence. The brand aims to help every girl feel like a celebrity with her clothes. Nasty Gal is a bold and distinctive brand for fashion-forward, free-thinking young women, offering limited edition clothing to a global audience. The brand’s largest market so far has been in the USA and it has a global reach with enormous potential for growth. Combining cutting-edge design with an affordable price tag, boohooMAN brings young men the latest styles and looks in a youthful package, 24/7. 06 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OUR MOST RECENT ACQUISITIONS MissPap is aimed at fashion-conscious young women who love fashion and want to create looks that are worth sharing with friends. From: April 2019 Karen Millen is known globally for creating beautifully crafted fashion for confident women who know their own style. Targeted at driven and career-minded women in their 30s and 40s, the brand offers high quality clothes for that modern, polished and feminine look. From: October 2019 Coast believes that life is for living, fashion should be fun and dressing up is for every day. The brand produces versatile pieces that are easy to wear and are an effortless addition to a woman’s own style. From: October 2019 07 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC OUR STRATEGY AND OUR VALUES CONTINUED OPPORTUNITIES FOR GROWTH OUR VISION HOW WE DO IT “We are entirely focussed on our customers and every element of our model begins and ends with them. We engage, we listen, we learn, we create and repeat.” T N E M E G A G N E Through two-way social media contact, we recruit, connect with and constantly learn from our brand evangelists D ESIGN Our speed, agility and market knowledge ensures we deliver attention-demanding, aspirational style before others E N GAGE E T A E R C O U R CUS TOM ER S L I S T E N LEAR N We are differentiated by our inclusiveness, the breadth of our product ranges and the way we connect with customers BRAN D S Our sourcing ability and supply chain management delivers outstanding product value V A L U E The group’s multi-brand platform enables us to service groups of consumers efficiently with ranges of products differentiated in style and price point. The appeal of online shopping, with its convenience and value proposition, continues to resound with consumers globally and supports high growth rates. Our vision is to be leading the e-commerce fashion market for 16 to 40 year-olds, which we will drive through our strategic priorities: Insight, Investment, Innovation and Integration. INSIGHT creating a competitive customer proposition INVESTMENT delivering growth through organic means and acquisitions to increase market share INNOVATION driving customer engagement INTEGRATION integrating new brands 08 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OUR VALUES PASSION Each day we are inspired to be the best we can be. We are focussed and committed to giving our customers the experience they want. AGILE We are constantly evolving to stay one step ahead. We embrace change and grab new opportunities with both hands. We are lean, effective and efficient. CREATIVE We are unique and aspirational. We are not afraid of doing things our way, daring to be different. We are creative in thinking and design. TEAM We listen and respond to create a place where everyone’s contribution is important. Building success through our people and sharing in it together. We remember to have fun along the way. 09 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC CHAIRMAN’S STATEMENT CREATING NEW OPPORTUNITIES FOR GROWTH I am proud to report another record-breaking year for the group, with market-leading growth in our revenues across multiple geographic regions and strong profitability. During the year, we acquired three new brands and talented teams along with them, to add to our growing portfolio. Each of MissPap, Karen Millen and Coast caters for different segments of the market, giving the group wider coverage and building on our scalable, multi-brand platform. The new brands have integrated very well and are growing strongly since relaunch. We are very excited about our new acquisitions, whilst keeping appraised of other strategic opportunities globally. John Lyttle joined as Group Chief Executive at the start of the current financial year and has been instrumental in his leadership role in driving that success and bringing about change as the group has grown. Carol and I continue to play a very active role in the group, whilst leaving the day-to-day operational issues to John, which enables us to spend more time on strategic matters and ensuring we remain at the forefront of the online fashion sector. We are supported by a strong team of executives, which has been strengthened during the year. One of the new executive positions we have created this year is that of Director of Sustainability and Social Responsibility. We attach great importance to the need to create a sustainable business that minimises the environmental impact. We strongly promote recycling of clothes and are pushing that message to our customers. We are exploring more ways to improve our business model: this year has seen us develop sustainable, recycled clothing ranges and plans have been developed to introduce solar power at our facilities. COVID-19 At this time, all our thoughts turn to the distress the pandemic is bringing upon so many people throughout the world and so talking about other matters seems strangely less significant. However, we have a responsibility to our shareholders to continue to keep them informed in a timely fashion through the dissemination of this report and financial statements and to keep them appraised of what we are doing to preserve our business and ensure the safety and wellbeing of our employees and those of our business partners. From the outset of the pandemic, we have followed government advice on safe working practices for all our employees. At the present time, colleagues who are able to work from home are doing so. Where this is not possible, for instance in the warehouse, strict social-distancing procedures have been introduced and audited. As for the impact on the business, we are fortunate to have substantial cash reserves, which will enable us to withstand a long-standing downturn in business activity, should the timeframe of the pandemic be prolonged. This is further discussed in the directors’ report in the future prospects and viability section. Group performance If I may, I will now turn to the matter of the group’s performance for the year to February 2020. I am proud to report another record- breaking year for the group, with market- leading growth in our revenues across multiple geographic regions and strong profitability. Success such as ours comes from getting a lot of things right: product, price, service, marketing and technology amongst others. All of this requires a great team of focussed experts and an envisioned leadership team to pull it all together and make it work and work well. This is what makes me proud – it is the people we have, both within the group and in our supply chain, who are our greatest asset and the engine of our success. WE ATTACH GREAT IMPORTANCE TO THE NEED TO CREATE A SUSTAINABLE BUSINESS THAT MINIMISES THE ENVIRONMENTAL IMPACT. Mahmud Kamani, Executive Chairman 10 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS REVENUE +44% Strong revenue growth at £1.235 billion PROFIT BEFORE TAX +54%Profit before tax at £92.2 million We have continued to take market share in the UK, keeping our finger on the pulse of fashion with an irresistible offering that continues to draw in more and more customers, whilst expanding rapidly overseas through a suite of country-specific websites and a strong proposition. International growth has continued to be robust and we have been able to refine further our expertise through local knowledge and effective marketing. The investments we made in our two distribution centres in the previous year have not only enabled us to manage the high growth rate with uninterrupted service, but also to realise efficiency savings through the automation that is working very effectively. We have also invested in our IT systems and customer-facing apps and websites and added more payment types that have proved to be highly popular with consumers. Sara Murray stepped down from the board in April and, on behalf of the board, I would like to thank Sara for her positive contribution to the company and in particular for her role as Senior Independent Director and her stewardship of the Nomination Committee. Sara’s expertise has been invaluable to the board and the company throughout her four-year tenure, during which boohoo has experienced a period of significant growth and expansion. It is the board’s intention to appoint another non-executive director in due course. As always, my thanks and appreciation go to our employees and partners who make the group the success that it has been again this year. I know that the team we have built will continue to drive our business forward as we develop the opportunities for our future growth and prosperity. Mahmud Kamani Group Executive Chairman 21 April 2020 11 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC REVIEW OF THE BUSINESS PERFORMANCE DURING THE YEAR The group has continued to gain market share in key focus territories, with impressive revenue growth across our brands, driven by a combination of a great customer proposition, effective marketing strategies and strong social media presence. Group revenue for the year increased by 44% (44% CER) to £1.235 billion (2019: £856.9 million). Revenue growth across all territories and brands was strong. Adjusted EBITDA was £126.5 million (2019: £84.5 million), an increase of 50% on the previous year, with efficiency improvements and effective marketing across the group leading to an adjusted EBITDA margin of 10.2% (2019: 9.9%). Profit before tax was £92.2 million (2019: £59.9 million), an increase of 54%. Adjusted diluted earnings per share was 5.88p, up 42% on the prior year (restated). Diluted earnings per share rose to 5.35p, an increase of 44% (2019 restated: 3.71p). The group has continued to gain market share in key focus territories, with impressive revenue growth across our brands, driven by a combination of a great customer proposition, effective marketing strategies and strong 2020 £000 1,234,876 666,236 54.0% 115,546 9.4% 92,222 5.35p 240,684 126,503 10.2% 106,973 8.7% 108,299 5.88p 2019 £000 856,920 468,994 54.7% 72,601 8.5% 59,856 3.71p 190,726 84,546 9.9% 75,074 8.8% 76,250 4.15p Change +44% +42% -70bps +59% +90bps +54% +44% +£50.0m +50% +30bps +42% -10bps +42% +42% OVERVIEW Revenue Gross profit Gross margin EBITDA % of revenue Profit before tax Diluted earnings per share (2019 restated) Net cash(1) at year end Underlying: Adjusted EBITDA(2) % of revenue Adjusted EBIT(3) % of revenue Adjusted profit before tax(4) Adjusted diluted earnings per share(5) (1) Net cash is cash less borrowings. (2) Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, share-based payment charges and exceptional items. (3) Adjusted EBIT is calculated as profit before tax, interest, share-based payment charges, amortisation of acquired intangible assets and exceptional items. (4) Adjusted profit before tax is calculated as profit before tax, excluding share-based payment charges and amortisation of acquired intangible assets and exceptional items. (5) Adjusted diluted earnings per share is calculated as diluted earnings per share, adding back amortisation of acquired intangibles, share-based payment charges, exceptional items and adjusting to 34% of the non-controlling interest as in previous years (see note 1 of the accounts). 12 social media presence. Through our scalable, multi-brand platform, we have taken on three additional brands – MissPap, Karen Millen and Coast – which have increased the group’s market coverage and potential. Investments in technology and continuous systems improvements have delivered an enhanced customer experience and cost efficiencies. Cash generation was strong, with operating cash flow of £127.3 million (2019: £111.9 million) and free cash flow up 26% to £81.7 million. Capital expenditure was £45.6 million including £19.4 million spent on the acquisition of the three new brands. Our net cash balance (cash less bank borrowings) at the period end increased to £240.7 million (2019: £190.7 million). Distribution centres The group operates through two distribution centres: the Burnley facility services all the group brands except PrettyLittleThing; and the Sheffield facility, which is managed by a third-party, services PrettyLittleThing. Automation at the Burnley warehouse went live in April 2019 and has been instrumental in improving efficiency throughout, enabling the facility to handle the rapid growth of the group and maintain high customer service levels. Phase 2 of the automation at Burnley is planned to commence in the first half of the 2021 financial year, further boosting the peak load capacity to ensure we continue our great customer service. Both facilities give us the scale and capacity required in the medium term as the group develops. Technology As we recently invested in a team focussed on expanding our in-house app development capabilities, we have been able to introduce improved app functionality and user experience at a faster pace, including adding apps for the three new brands acquired during the year. A greater percentage of our customers now use the apps for the entire browsing and purchasing journey, enabling us to provide them with more relevant and targeted marketing and an optimised user experience. ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS BOOHOO (INCLUDING BOOHOOMAN) £600.7m REVENUE FOR THE YEAR (2019: £434.6m) 8.9m ACTIVE CUSTOMERS (2019: 7.0m) 7m INSTAGRAM FOLLOWERS (2019: 5.9m) BOOHOO (INCLUDING BOOHOOMAN) Performance Revenue for the year increased to £600.7 million, up 38% on the previous year, with continued growth in all our key focus markets. Growth in both the UK and international markets has been strong, driving market share gains across key geographies. Gross margin decreased slightly by 30bps to 52.6%, as we optimised the customer proposition in each territory. Product Our womenswear product range has continued to be highly successful with growth in core product lines and in our comprehensive size offerings. In addition, new product introductions are delivering growth and satisfying consumer demand. In June we introduced our first dedicated recycled women’s clothing range, which is part of our drive for a more sustainable future in fashion. Marketing Our marketing strategy is constantly reviewed and re-aligned in response to data analytics that monitor its effectiveness. We continue to focus on a balanced mix of social media influencers, celebrity endorsements, digital acquisition and retention, PR and above-the- line brand campaigns. International marketing is supported by in-country experts to ensure we speak to customers with effective, localised campaigns and content. Our worldwide social media audience now includes over seven million Instagram and three million Facebook followers. Throughout the year, we have worked with a host of local brand ambassadors as well as Jordyn Woods and four Victoria’s Secret models as global ambassadors. All collections have featured an inspiring range of day-to-evening looks, emphasising the glamour of the boohoo brand. Customer interaction boohoo and boohooMAN have a number of country-specific websites, several of which are translated into local languages and further site launches and translated foreign language sites are planned. We have invested in visual AI, popular payment methods and virtual assistants to offer a more satisfying customer experience. Our focus on excellent customer service is supported by an “excellent”, 4.5 star, rating on the Trustpilot consumer review site. 13 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC REVIEW OF THE BUSINESS (CONTINUED) PRETTYLITTLETHING £516.3m REVENUE FOR THE YEAR (2019: £374.4m) 6.3m ACTIVE CUSTOMERS (2019: 5.0m) 12.3m INSTAGRAM FOLLOWERS (2019: 10.5m) Marketing We have extended our social media reach by increasing the number of social media influencers, combined with celebrity campaigns and collaborations. Using customer-created content and working in collaboration with our influencer partners, we have continued to be one of the fastest growing fashion brands on the channel. We have 12.3 million Instagram followers and 2.2 million followers on Facebook. We also continue to develop our exposure to new and emerging social media platforms. Customer interaction We support a number of country-specific websites. For the UK market, we offer a wide range of free return options and in international markets, we continue to offer a range of services to ensure a seamless customer experience. PRETTYLITTLETHING Performance PrettyLittleThing (“PLT”) achieved strong revenue growth of 38% over the previous year, reaching £516.3 million. Growth across all territories was strong, with the overseas markets performing exceptionally well. Gross margin has decreased to 55.6% (2019: 56.6%), as we optimise growth and refine the customer proposition. Product PLT brings the latest and most relevant celebrity looks at affordable prices to our customers, with a choice of over 26,500 styles and new items available daily. Our product range continued to expand during the year with further strong growth in the “shape” ranges including Petite, Curve and Plus. We have also further expanded our range, helping us to become established as a lifestyle brand for our customers. We are also growing our range of accessories and beauty offering. During the year, we brought the latest celebrity looks to customers through collaborations with Little Mix, Ashley Graham, Ashanti and through PLT’s debut at New York Fashion Week, including a collection with US rap star Saweetie. 14 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS NASTY GAL £98.8m REVENUE FOR THE YEAR (2019: £47.9m) 1.8m ACTIVE CUSTOMERS (2019: 0.9m) 4.4m INSTAGRAM FOLLOWERS (2019: 3.6m) NASTY GAL Performance Revenue growth across all territories has been exceptionally strong, with an overall 106% increase to £98.8 million. USA revenue continues to grow strongly and remains the brand’s largest territory. In the UK and internationally, growth has continued at an exceptional pace, with the brand gaining recognition and attracting a far-reaching customer base. Gross margin reduced to 54.2% (2019: 56.7%), which is in line with the re-alignment of the customer proposition. Product Nasty Gal’s exciting product range now encompasses over 16,000 styles, doubling in size over the year. Other key areas of growth include recycled ranges and further expansions of Nasty Gal Vintage, a great collection of sustainably-sourced, true reworked vintage product, drawing on the brand’s heritage, unique DNA and a commitment by the group in terms of sustainability. Comprehensive size ranges have also helped support the inclusiveness of the brand and extend its appeal to women globally. Marketing The marketing strategy has focussed on building brand awareness, working with an increasing number of influencers to engage customer interest and promote brand loyalty. This summer we launched an iconic collection edited by Emily Ratajkowski (EmRata) and throughout the year have worked with high profile fashion collaborators Claire Rose Cliteur, Emma Louise Connelly and Josefine HJ. The autumn saw the biggest collaboration the brand has ever worked on, partnering with supermodel Cara Delevingne on our holiday collection. On social media Nasty Gal has 4.4 million followers on Instagram and 1.3 million Facebook likes. MISSPAP, KAREN MILLEN AND COAST Performance We are very encouraged by the progress of our newly-acquired brands this year, all of which are resurging under new ownership and direction as online-only brands, with their great heritage intact. Revenue from the brands amounted to £19 million for the year, with MissPap revenue commencing in April 2019 and Karen Millen and Coast in October 2019. Gross margin was 51.1%. Our investment in the new brands has incurred some set-up and initial running costs in the first year, which is consistent with our philosophy to invest in our brands in order to unlock their long-term growth potential. The new brands are operated through our multi-brand platform, which provides immediate efficiency in the key operational business functions, such as logistics, IT, e-commerce and administration. The new brands provide the group with a wider coverage in demographic, price points and age segments and are highly complementary to our existing portfolio. 15 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC FINANCIAL REVIEW FROM STRENGTH TO STRENGTH KEY PERFORMANCE INDICATORS The group has achieved a strong performance with revenues and profits increasing in all territories. GROUP ACTIVE CUSTOMERS(1) NUMBER OF ORDERS ORDER FREQUENCY(2) 13.9m 42.2m 2.88 3.04 10.6m 30.6m +31% +38% +5% 2019 2020 Change 2019 2020 Change 2019 2020 Change CONVERSION RATE TO SALE(3) AVERAGE ORDER VALUE(4) NUMBER OF ITEMS PER BASKET 4.25% 4.26% £41.20 £43.50 2.89 3.06 +1bps +6% +6% 2019 2020 Change 2019 2020 Change 2019 2020 Change (1) Defined as having shopped in the last 12 months on the website. (2) Defined as number of orders in last 12 months divided by number of active customers. (3) Defined as the percentage of orders taken to internet sessions. (4) Calculated as gross sales including sales tax divided by the number of orders. 16 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS GROUP REVENUE BY BRAND boohoo PrettyLittleThing Nasty Gal Other GROUP REVENUE BY GEOGRAPHICAL MARKET UK Rest of Europe USA Rest of world 2020 £000 600,733 516,334 98,833 18,976 1,234,876 2020 £000 679,275 188,424 263,622 103,555 2019 £000 434,565 374,445 47,910 – 856,920 2019 £000 488,199 115,124 166,262 87,335 1,234,876 856,920 CONSOLIDATED INCOME STATEMENT Revenue Cost of sales Gross profit Gross margin Operating costs Other income Adjusted EBITDA Adjusted EBITDA margin % Depreciation Amortisation of other intangible assets Adjusted EBIT Adjusted EBIT margin % Adjusting items: Amortisation of acquired intangible assets Equity-settled share-based payment charges Exceptional items – warehouse relocation Operating profit Finance income Finance expense Profit before tax Tax Profit after tax for the year Diluted earnings per share (2019 restated) Adjusted profit after tax for the year Amortisation of acquired intangible assets Share-based payment charges Exceptional items – warehouse relocation Adjustment for tax Profit after tax for the year Adjusted profit for the period attributable to shareholders of the company Adjusted diluted earnings per share Change +38% +38% +106% +100% +44% Change +39% +64% +59% +19% +44% 2019 £000 856,920 (387,926) 468,994 54.7% (384,687) 239 84,546 9.9% (6,972) (2,500) 75,074 8.8% (4,449) (5,278) (6,667) 58,680 1,320 (144) 59,856 (12,397) 47,459 3.71p 60,803 (4,449) (5,278) (6,667) 3,050 47,459 2020 £000 1,234,876 (568,640) 666,236 54.0% (539,971) 238 126,503 10.2% (16,582) (2,948) 106,973 8.7% (5,120) (10,957) – 90,896 1,716 (390) 92,222 (19,339) 72,883 5.35p 85,987 (5,120) (10,957) – 2,973 72,883 69,939 5.88p 48,781 4.15p Change CER +39% +37% +109% +100% +44% Change CER +39% +62% +61% +19% +44% Change +44% +47% +42% -70bps +50% +30bps +42% -10bps +55% +54% +54% +44% +41% +43% +42% 17 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC FINANCIAL REVIEW (CONTINUED) Operating costs comprise distribution costs and administrative expenses excluding depreciation and amortisation and have decreased by 120bps to 43.7% of revenue, with efficiency improvements in distribution costs more than offsetting increases in infrastructure costs for future business expansion, including those for the three brands acquired during the year. Adjusted EBITDA, which is not a statutory measure, represents earnings before interest, tax, depreciation, amortisation, non-cash share-based payments charges and exceptional items. It provides a useful measure of the underlying profitability of the business. Adjusted EBITDA increased by 50% from £84.5 million to £126.5 million and, as a percentage of revenue, increased from 9.9% to 10.2%. Adjusted profit after tax, as with Adjusted EBITDA, provides another more consistent measure of the underlying profitability of the business by removing non-cash amortisation of intangible assets relating to the acquisition of new brands (being their trademarks and customer lists), share-based payment charges and exceptional items. TAXATION The effective rate of tax for the year was 21.0% (2019: 20.7%), which is higher (2019: higher) than the blended UK statutory rate of tax for the year of 19.0% (2019: 19.0%), due to expenditure not deductible for tax purposes, being principally depreciation on buildings and fit-out. CONSOLIDATED STATEMENT OF FINANCIAL POSITION Intangible assets Property, plant and equipment Right-of-use assets Financial assets Deferred tax asset Non-current assets Working capital Lease liabilities Net financial (liabilities)/assets Cash and cash equivalents Interest-bearing loans and borrowings Deferred tax liability Net current tax liability Net assets 2020 £000 42,255 119,216 14,591 4,467 5,980 186,509 (63,875) (16,153) (9,001) 245,448 (4,764) (3,593) (6,636) 327,935 2019 £000 27,165 108,498 – 3,756 4,034 143,453 (64,969) – 4,047 197,872 (7,146) (2,102) (753) 270,402 The increase in intangible assets is due to the purchase of the new brands. The right-of-use-assets are the capitalised value of property leases in accordance with the new accounting standard, IFRS 16. The lease liability is the discounted value of future lease payments. Working capital has increased marginally as we are paying inventory suppliers to industry-leading 14-day terms. INTANGIBLE AND FIXED ASSET ADDITIONS Purchased intangible and fixed assets Intangible assets Trademarks and customer lists Patents and licences Software Tangible fixed assets Distribution centres Offices, office equipment, fixtures and fit-outs Motor vehicles Total intangible and fixed asset additions 18 2020 £000 2019 £000 19,370 – 3,788 23,158 15,391 6,576 437 22,404 45,562 – 307 2,930 3,237 36,678 6,837 115 43,630 46,867 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS LIQUIDITY AND FINANCIAL RESOURCES Operating cash flow was £127.3 million compared to £111.9 million in the previous year and free cash flow was £81.7 million compared to £65.1 million in the previous financial year. We have adopted industry-leading 14-day payment terms with our key UK product suppliers. Capital expenditure and intangible asset purchases was £45.6 million, which includes a £14.9 million investment in our distribution centres to support projected growth in the business. The closing cash balance for the group was £245.4 million and the net cash balance (cash less bank borrowings) was £240.7 million. CONSOLIDATED CASH FLOW STATEMENT Profit for the year Depreciation charges and amortisation Share-based payments charge Loss on sale of fixed assets Tax expense Finance income Finance expense Increase in inventories Increase in trade and other receivables Increase in trade and other payables Operating cash flow Capital expenditure and intangible asset purchases Free cash flow Net proceeds from the issue of ordinary shares Purchase of own shares by EBT Proceeds from the sale of fixed assets Finance income received Finance expense paid Dividend paid to non-controlling interests Lease payments Tax paid Repayment of borrowings Net cash flow Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 2020 £000 72,883 24,650 10,957 294 19,339 (1,716) 390 (32,301) (9,434) 42,219 127,281 (45,562) 81,719 2,665 (14,906) – 1,807 (286) (3,400) (6,031) (11,610) (2,382) 47,576 197,872 245,448 2019 £000 47,459 13,921 5,278 24 12,397 (1,320) 144 (18,558) (4,935) 57,513 111,923 (46,867) 65,056 3,653 (1,833) 59 1,249 (144) – – (10,361) (2,382) 55,297 142,575 197,872 TRENDS AND FACTORS LIKELY TO AFFECT FUTURE PERFORMANCE The market for online fashion is forecast to continue to grow and, along with the increasing use of the internet globally, provides a favourable backdrop for the group with much opportunity for further growth. Customers throughout the world are seeking a wide choice of quality products at value prices lower than those available on the high street with the convenience of home delivery. The group’s target market has a high propensity to spend on fashion and, apart from times of pandemic, the market is resilient to external macroeconomic factors. OUTLOOK At boohoo group plc, our top priority remains the health and wellbeing of our colleagues, our customers, and the many suppliers who work alongside us from around the world. From the outset of the pandemic, we have been closely following the government initiatives that support businesses and the public. We have been following all guidance regarding self-isolation, social distancing and personal hygiene in order to keep everyone in our boohoo family safe and well. The vast majority of our office-based teams are now working remotely. Our fantastic warehouse teams have adapted to completely new ways of working to ensure that they abide by all the social distancing procedures that we have in place. We are in constant contact with them and are working day and night to ensure that everyone is following the new systems, has what they need and, most importantly, that our teams are happy and healthy. Their ongoing safety and wellbeing is our number one priority. As a group, we are standing alongside our suppliers, continuing to pay them promptly with industry-leading payment terms for all of their orders. We have also set up an emergency fund to help suppliers through this difficult period. Since boohoo was founded, we have invested in our supplier relationships and by continuing to support them through these short-term challenges, we will further secure these relationships for the long-term. 19 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC FINANCIAL REVIEW (CONTINUED) OUTLOOK (CONTINUED) The group saw a strong end to the financial year ended 29 February 2020 and in the first two weeks of FY21 this trading momentum was maintained. Since the middle of March, trading has been mixed, as a result of the impact of the COVID-19 pandemic, initially with a marked decrease in year-on-year growth. Performance has improved in more recent weeks and we are now seeing improved year-on-year growth of group sales during April. We remain cautious regarding our outlook, as a result of the uncertainty caused by the COVID-19 pandemic. Given the uncertainty generated by the continually-evolving COVID-19 pandemic, it is not appropriate to provide guidance for the financial year ending 28 February 2021 at this stage. The group has taken steps to understand, as far as possible, the risks and impact that the pandemic may potentially have on its operations, analysing a range of scenarios, factoring in a downturn in demand and the possibility of warehouse closures. Although it is not possible to predict precisely the impact from COVID-19, we have ensured that we have stress-tested our liquidity under these scenarios. From this, we are comfortable that the group has sufficient financial headroom, benefitting from its largely variable cost base, low cash burn rate and strong balance sheet with £241 million of net cash at year end. A key strength of our business lies in its agility and flexibility, and we have moved quickly to take mitigating actions, so as to best manage our inventory and cost base and ensure the health, safety and wellbeing of all colleagues. Our inbound supply chain continues to operate efficiently, benefitting from its international diversification and we are working with our logistics partners to minimise any potential disruption. As always, our focus is to maintain an outstanding customer proposition, with the latest fashion at great prices, combined with excellent customer service. To this end, we have a plan of continuous investment in our systems, infrastructure and technology to ensure we offer an optimal online shopping experience. International expansion will continue as we add more country-specific websites, refine our customer proposition and raise brand awareness through marketing and social media. Our scalable, multi-brand platform provides the basis for expansion of the group through strategic acquisitions. We are also committed to continuing to drive improvements across our environmental responsibilities and are constantly exploring ways to accelerate our sustainability journey. 20 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS RISK MANAGEMENT HOW WE MANAGE RISK On an annual basis, the board reviews the principal risks and uncertainties facing the group and assesses the mitigating factors. This assessment is also undertaken whenever there is a perceived major change in the principal risks and uncertainties. The following are considered to be the principal risks and uncertainties, although these may not be exhaustive in that other unknown risks may have an adverse effect on the business. RISK TYPE RISK FACTORS MITIGATION STRATEGIC RISKS COVID-19 PANDEMIC 5 Severe loss of revenue 5 Closure of the warehouses 5 Loss of or absence of employees due to illness 5 Loss of supply chain 5 Transport disruption 5 Government financial support 5 Safe working practices rigorously imposed 5 Employees working from home wherever possible 5 Expense reduction initiatives 5 Close liaison with suppliers and carriers to normalise services as far as possible COMPETITION RISK 5 Competitors may be able to offer consumers like-for-like better quality, better value, superior customer service, more generous or superior delivery service, better website functionality or better brand image, thereby eroding market share 5 European customers may be deterred from purchasing from a UK company following the UK’s decision to leave the EU 5 Failing to keep abreast of the latest trends in colour and style could lead to lost sales and erosion of market share 5 Failure to react quickly enough to fashion changes could lead to lost sales 5 Failure to respond to changing customer preferences on sustainability issues could affect sales 5 Buying the incorrect quantities of product relevant to demand may result in lost sales opportunities or excess inventory FASHION AND CONSUMER DEMANDS RISK 5 Competitor activity and offerings are reviewed regularly to remain abreast of market developments and identify competitive advantages 5 Consumers’ changing preferences are monitored internally and by market research to ensure product and service is relevant to demand 5 Developments in e-commerce trends are monitored to keep abreast of the latest developments and innovations 5 Performance targets control key deliverables (product quality, customer service and traffic) 5 Highly competent designers and buyers are adept at interpreting fashion and acquiring desirable product 5 Buyers and designers keep up to date with fashion changes through fashion shows, predictive agencies and fashion press 5 Sustainability is integral to the group ethos with a function headed at a director level to focus on creating more sustainable products and supply chain operations and reduce environmental impact 5 Product range planning ensures sufficient product offering to cover expected demand using the test-and-repeat model 5 Rapid response to fashion trends is achieved by using factories capable of short lead times 5 Buying, merchandising and marketing departments operate cohesively, with regular cross-functional communication 21 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC RISK MANAGEMENT (CONTINUED) RISK TYPE RISK FACTORS MITIGATION OPERATIONAL RISKS SYSTEMS AND TECHNICAL RISK SUPPLY CHAIN RISK 5 Hardware or software failure could disable 5 Duplicate back-up system in remote location protects the website or operational systems 5 Cyber-attack is an increasingly major risk 5 System capacity due to high transactional volumes may be compromised, leading to error or failure 5 Websites hosted by third-party, which may be subject to business failure 5 Loss of or theft of consumer data could lead to loss of reputation and breach of data protection regulations against hardware failure and to some extent software failure 5 Systems documentation and recovery procedures are in place and tested periodically 5 High security threshold and appropriate IT access and usage policies protect from virus and malicious attack and are regularly reviewed 5 System load planning is undertaken to ensure transaction volumes do not impinge on performance 5 Storage of personal data is tightly controlled and limited in accordance with data protection guidelines and PCI requirements, with additional mapping and controls introduced to ensure compliance with GDPR 5 The business is dependent upon suppliers with whom relationships have been developed over time and whose loss through insolvency, disaster or denial of supply may be difficult to replace at short notice 5 Labour or environmental abuse in the supply chain could result in closure of supply or reputational damage 5 Supply risk is spread over many suppliers with no major individual dependencies 5 Extensive and up-to-date knowledge of supplier base would enable alternative sources to be found relatively quickly 5 Levels of inventory are adequate to cover short periods of supply delay 5 Regular auditing of suppliers, unscheduled inspections and imposition of conformance agreements ensures adequate standards are maintained in the supply chain as far as possible KEY FACILITIES 5 Fire, flood, or other disaster could lead 5 Warehouse is protected by 24 hour security, access control, to part or total, temporary or permanent closure of facilities 5 Failure to adequately plan for warehouse capacity to cater for business expansion could restrict revenue growth fire protection and sprinkler systems 5 Head office is protected by security alarm, access control, fire protection and sprinkler systems 5 Electric power continuity is protected by back-up generators 5 A comprehensive disaster recovery and business continuity plan supported by a disaster recovery committee exists 5 Long-range planning aims to ensure adequate warehouse facilities are available to keep pace with business growth PEOPLE RISK 5 Competitors are inclined to poach key 5 Incentive schemes for senior managers are operated, staff and talented individuals 5 Employees may leave the company for better pay and prospects elsewhere including share ownership, bonus and incentive schemes linked to business performance 5 Succession planning aims to reduce key person dependencies 22 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS RISK TYPE RISK FACTORS MITIGATION OPERATIONAL RISKS (CONTINUED) BREXIT (NO DEAL) RISK NEGATIVE PERCEPTION OF THE BRANDS 5 The UK’s decision to leave the EU may increase costs if tariffs are imposed on imports 5 Exports to the EU in the event of a no-deal Brexit at the end of the transition period may be impacted, becoming less competitive or reducing margins 5 Delays at ports could impact customer service 5 Less than 10% of inventory is sourced from the EU and so any duty or tariff increases are not expected to be material. The group has a large portfolio of suppliers in many regions of the world and constantly changes sources to obtain the best prices and quality 5 Most exports to the EU fall below the minimum threshold at which duty is payable by the consumer. Sales tax is already charged on EU sales and the group would continue to pay sales tax on imports to the EU 5 The group has developed plans to manage imports and exports to/from the EU in the event of a no-deal Brexit REPUTATIONAL RISKS 5 Adverse customer experience through poor product quality, product recall due to faulty manufacture or use of illegal substances in manufacture, labour abuses, environmental damage by third-party suppliers or concerns over environmental sustainability could lead to reputational damage and customer boycott of the brand 5 Adverse customer experience through refund disputes or poor customer service could damage reputation 5 A system of factory approvals is operated, ensuring that manufacturers agree to a set of acceptable standards 5 Compliance with manufacturers’ agreements is monitored by periodic audit 5 The group monitors and has action plans to improve sustainability across product and processes throughout the business and supply chain and reduce the environmental impact 5 Customer service levels and complaints are monitored and internet sites are reviewed for customer opinion FINANCIAL RISKS FINANCIAL RISK 5 Poor business performance or lack of appetite for the sector may impede raising of capital 5 Exchange rate fluctuations may 5 Regular budgeting and forecasting ensures working capital is sufficient for business requirements and rapid reaction to adverse business performance 5 Uncertainty due to fluctuating exchange rates is reduced erode margins by appropriate hedging policies 23 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT COLLABORATING TO BUILD TRUST AND TRANSPARENCY A central theme of our programme is that of transparency and compliance across our ever-expanding supply chain, with the aim of having a positive social impact and reducing our environmental impact throughout. I am very pleased to be part of the advisory group that is helping to devise the new 2030 plan for the Sustainable Clothing Action Plan, something that will inform our own ambitions in due course. Building on these environmental commitments, we have also undertaken a carbon assessment with our partner, Avieco (formerly Carbon Smart), to identify carbon hotspots along our value chain and we are working to develop a carbon reduction programme. Our people form the bedrock of our business and we have been very active in making sure their voices are heard. During the year, we conducted our biggest ever employee survey that captured the views of our colleagues and established a series of recommendations that we are committed to addressing. There is much more on this and many of our other initiatives in the remainder of this section of the report. Whatever action we choose to take, we will be guided by evidence and the experience and expertise of others. We will continue to resist the temptation to sign up to initiatives that are not able to demonstrate the right positive impact for our business, our customers, our suppliers or the environment. Tom Kershaw Group Director of Sustainability This year, we increased the tempo of our responsible business activity as we strive to continually improve our environmental performance. I was very honoured to take up the role of Group Director of Sustainability, a role that will refine our strategy and, in collaboration with my colleagues and partners, set out a programme to improve our performance over the coming years. A central theme of our programme is that of transparency and compliance across our ever-expanding supply chain, with the aim of having a positive social impact and reducing our environmental impact throughout. We are collaborating with third-party experts in compliance, material use and carbon management that are helping us define our objectives and the plans to help us achieve these. For instance, we are working with a third-party consultancy to build a new compliance programme that will focus initially on our UK supply chain and will then extend across our full, global supply chain. We have also joined a series of internationally renowned initiatives to help frame our approach and ensure that we are tackling the things that matter the most, such as fair pay, good working conditions and reducing our environmental footprint. One such initiative is the Sustainable Apparel Coalition, a global alliance that supports sustainable production in order to raise standards and social and environmental performance and that represents members with combined annual apparel and footwear revenues exceeding $500 billion – so we know that we are part of something that’s going to make a difference. In 2019, we conducted a detailed assessment of the fabrics that go into creating our garments to see where we can make improvements as part of our commitment to WRAP, a multi-stakeholder body that seeks greater resource efficiency, and we are now working to see how we can use more recycled materials in our fabrics. OUR PEOPLE FORM THE BEDROCK OF OUR BUSINESS AND WE HAVE BEEN VERY ACTIVE IN MAKING SURE THEIR VOICES ARE HEARD. Tom Kershaw, Group Director of Sustainability 24 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OUR APPROACH OUR APPROACH N O I T A R O B A C OLL Read more about our Planet approach on page 26 Read more about our People approach on page 27 25 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED) PLANET BOOHOO WAY 2019 ACTIONS 2020 METRICS SUPPLY CHAIN 5 To build trust and transparency through our supply chain MATERIALS 5 To increasingly introduce sustainably sourced materials to our products PACKAGING 5 To reduce the environmental footprint of our packaging 5 Engaged experts to build comprehensive compliance programme for Tier 1 and 2 suppliers in the UK 5 Ongoing membership of Hope 4 Justice / Slave Free Alliance to combat modern day slavery 5 Signatory to WRAP’s Sustainable Clothing Action Plan (“SCAP”) 5 Completed total fibre mix assessment to map environmental footprint of materials 5 Launched recycled collections including boohoo’s ‘For the Future’ range 5 Removed plastic tags and swingtags 5 Removed dispatch notices from all deliveries, saving millions of pieces of paper 5 Joined SAC 5 Rolling out programme of performance improvement 5 Substantially increase the % of recycled material and sustainably sourced fabric 5 Work with third-party experts to identify a solution for managing waste fabric 5 All UK manufacturers (Tier 1 and Tier 2) to participate in compliance programme 5 At least 75% of global supply chain to receive third-party audit in FY21 5 Up to 10% (by volume) of Tier 1 suppliers to undergo SAC Higg Facility Environment Module in 2020 5 Disclosure of core manufacturers from across our global supply chain 5 Increase % recycled polyester in product manufacture 5 To significantly increase collection of unwanted garments for reuse or recycling 5 Collaborate to find both We are working on our plan to: material and technological solutions to reduce the environmental footprint of our packing 5 Eliminate problematic/ unnecessary plastic packaging 5 Move from single-use to reusable packaging where possible 5 Move to 100% of plastic packaging being reusable, recyclable, or compostable 5 Significantly upweight the amount of recycled content in our packaging 5 % of renewable electricity in own operations – 100% 5 Up to 10% (by volume) of Tier 1 suppliers to undergo SAC Higg Facility Environment Module in 2020 ENERGY USE 5 To reduce the energy demands across the group 5 Commenced a solar energy programme at our offices in Manchester 5 Conducted an energy use review to identify improvement opportunities 5 Source 100% of own operations electricity needs from renewable sources 5 Raise awareness to reduce energy use across our business CARBON 5 To reduce our 5 Worked with third- carbon footprint globally party experts Avieco to measure our Scope 1 and Scope 2 carbon footprint 5 Worked with Avieco to map the carbon footprint ‘hotspots’ across our value chain 5 % reduction in CO2 emissions from own operations (Scope 1+2) compared with previous year 5 Commitment to 2030 GHG emissions reduction target to be submitted to and approved by Science Based Targets Initiative 5 Build on the Scope 1 and Scope 2 learnings and identify actions to reduce footprint 5 Enhance our reporting capability to ensure robustness 5 Work on a Scope 3 carbon footprint assessment 5 Identify a Scope 3 carbon mitigation plan 26 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS PEOPLE BOOHOO WAY 2019 ACTIONS 2020 METRICS OUR EMPLOYEES 5 To ensure every one of our employees feels respected, represented and valued, and that we provide them with the opportunity to do more, experience more and grow OUR COMMUNITIES OUR CUSTOMERS 5 To make a valuable socio- economic contribution to communities where we have an influence; through direct and indirect employment opportunities, through our social and charitable outreach programmes; and through our economic contributions made in the form of taxes to government 5 To stay close to our customers and continue to listen to what they expect from us. To deliver quality, affordable products that celebrate and promote diversity, and to use our scale and reach to inspire our customers to act responsibly 5 Conducted a company- wide survey to assess the level of employee satisfaction 5 Updated the performance review programme 5 Launched a new Graduate Trainee Programme 5 Your Voice our vital employee engagement platform has been updated 5 Implement the learnings from the company-wide survey 5 Review all aspects of our benefits programme to ensure that our remuneration is competitive and attractive 5 Introduce a new Career Development programme 5 Complete our second annual staff survey 5 Revitalise the Junior Board programme 5 Financial support 5 Launch the boohoo for hundreds of local charities 5 Financial support for causes and disasters in countries where we do business Foundation 5 We have created a new strategic approach to our charitable giving and will begin to implement the new system which will include the launch of the charitable foundation 5 90% employee satisfaction 5 Improvement in staff satisfaction from the survey results 5 Gender pay gap report 5 Track the number of internal promotions 5 Successful launch of the boohoo Foundation 5 Support given in kind and in funds and resource to good causes 5 Launching our ‘For the Future’ capsules has given our customers a sustainable product offering 5 We have continued to promote inclusivity across our brands 5 Increased prominence of sustainable ranges across all brands 5 Increased engagement with recycling content on social media 5 Investment in consumer sustainability campaigns 5 Number of garments returned for recycling 5 We will use the power of our influencers to encourage and inspire our customers to purchase responsibly 5 We’ll increase the prominence of our sustainable ranges on our sites and share more guidance on how to take better care of products to prolong their life 5 We’ll also engage our customers to provide their support for events like World Earth Day 27 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED) STAKEHOLDERS AND ENGAGEMENT Speaking with those we work with, deliver products for and who invest their money, is essential to running a successful business. We take time to engage with, and listen to, the views of our stakeholders in order to shape our decision-making and to continue improving the way we do things. Below we have mapped out our stakeholder groups and the material issues that they have raised through the course of the year. It is this collection of issues that we seek to address through our sustainability communications. 5 Employees – job security; remuneration (contract hours and living wage); wellbeing; working environment; performance appraisals; business culture 5 Suppliers – transparency; labour and human rights; labour payment; fabric/material sourcing 5 Customers – affordable, on-trend fashion 5 Investment community – supply chain management; environmental management and performance; corporate governance; sustainability of fast fashion; customer payment and credit facilities 5 Government – sustainability of fast fashion 5 Media – sustainability of fast fashion; corporate governance; remuneration (living wage and executive remuneration) 5 Trade unions – labour rights MANAGING OUR APPROACH TO SUSTAINABILITY Our Chief Executive, John Lyttle, is ultimately responsible for our approach to sustainability but is closely supported by our Group Director of Sustainability, Tom Kershaw, and Company Secretary, Keri Devine, who oversees the environmental, social and governance risk management of the business. Our Group Director of Sustainability is responsible for developing our sustainability strategy, targets and goals, working closely with the product, procurement, supply chain, facilities, human resources and corporate affairs teams to do so. The way we work and boohoo’s expectations for conduct and behaviour are set out in our group policies. These policies cover areas such as environmental protection, animal welfare, employee and supplier conduct, and human rights and are available on our website. 28 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS UN SUSTAINABLE DEVELOPMENT GOALS The United Nations’ Sustainable Development Goals (“Goals”) were created to tackle the world’s greatest challenges such as inequality, climate change and environmental health. In 2016, the United Nations created 17 Goals with 169 underlying targets and a target achievement goal of 2030. The Goals call upon every part of society – from governments to organisations, businesses to private citizens – to play a part in their achievement in order to create a better and more sustainable future for everyone. In defining our sustainability strategy, we identified those targets that are relevant to our business and to which we can contribute. As our strategy and programme mature, we will seek to address further targets to enhance the sustainable impact of our activity. BOOHOO WAY BOOHOO POSITION STATEMENTS UN SDGs PEOPLE #ENVISION2030 GOAL 5: GENDER EQUALITY Achieve gender equality and empower women and girls We are contributing towards targets 5.1 and 5.9 by setting strict equality policies throughout our value chain; and target 5.5 by ensuring equal opportunities for leadership at all levels of decision-making across the business. #ENVISION2030 GOAL 8: DECENT WORK AND ECONOMIC GROWTH Promote inclusive and sustainable economic growth, employment and decent work for all We are contributing towards target 8.5 by offering equal opportunities to innovative and productive employment; target 8.7 through the robust standards set in our Code of Conduct and other labour and supplier policies; and target 8.8 through setting strict labour standards throughout our supply chain with the support of our partners. #ENVISION2030 GOAL 10: REDUCE INEQUALITIES Ensure equal opportunities for all We are contributing to targets 10.2 and 10.4 through the implementation of our Code of Conduct and development and review of policies that champion equality throughout our value chain. PLANET #ENVISION2030 GOAL 9: INDUSTRY, INNOVATION AND INFRASTRUCTURE Build resilient infrastructure, promote inclusive and sustainable industrialisation and foster innovation We are contributing towards targets 9.3 and 9.4 by working with and integrating a global supply base into our value chain, and upgrading our infrastructure to make them more sustainable, respectively. #ENVISION2030 GOAL 12: RESPONSIBLE CONSUMPTION AND PRODUCTION Ensure sustainable consumption and production patterns We are addressing target 12.2 by improving the efficiency of our operations and collaborating with leading experts; target 12.5 by integrating more recycled materials into our product ranges and encouraging more sustainable consumer behaviour; target 12.6 by increasing transparency in our sustainability performance and aligning our business practices to responsible business initiatives; and target 12.7 by setting strict procurement policies. 29 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED) PEOPLE SUPPLY CHAIN Improving transparency and raising standards Building trust, strengthening management and working collaboratively with our supply chain is central to the success of our business, particularly as our business grows, and the supplier base with it. Ensuring that we continue to work with our suppliers to improve standards and conditions is, and must continue to be, a core focus for boohoo. We know we cannot do this on our own, so we are investing in third-party support and a new software platform to help us map and measure our supply base. We are delighted to have recently signed up to become a member of the Sustainable Apparel Coalition (“SAC”), a global alliance between some of the world’s largest apparel brands, retailers and manufacturers that is committed to making transformational change across our industry. Joining the SAC means that we can draw on their expertise and tools to help measure and improve social, labour and environmental standards across the group. We also progressed our partnership with Hope4Justice / Slave Free Alliance to combat modern day slavery, who conducted a gap analysis of our supply chain, which is informing our supply chain management programme. 30 45%SENIOR MANAGEMENT POSITIONS HELD BY WOMEN ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS “Our goal is to ensure that we are making a positive social impact for all of the people working in our supply chain through fair pay and good, proper and safe working conditions.” Our goal is to ensure that we are making a positive social impact for all of the people working in our supply chain through fair pay and good, proper and safe working conditions. To that end, we have engaged a third-party supply chain specialist to work with us to completely overhaul our supply chain transparency, including our tracking and auditing practice, so that we are properly equipped to work with our suppliers to promote better working standards. For 2020, boohoo’s focus will be on our UK supply chain, which provides a significant percentage of our garments. This new programme will follow our “map, measure and modify” approach and will include enhanced supply chain mapping and on-the-ground compliance specialists supporting our in-house compliance team and working with our UK manufacturers to roll out a programme of enhanced compliance. UK manufacturing provides us with a unique opportunity, supports our speed to market and enables our business to differentiate itself from our competitors. Whilst we have great confidence in our UK manufacturers, we recognise the importance of enhanced compliance through trusted third-party compliance specialists and hope that this programme will enable us to assure standards in this important manufacturing base. Internationally, we will continue to rely on third-party audits against the SMETA audit standards. Members of our compliance team have specific territory compliance responsibility, which drives accountability internally. Following our ‘test and repeat’ model, we will review the success of our UK third-party partnership and consider whether to roll out a similar programme to our international supply base. We anticipate doing this in FY22. We expect our suppliers to comply with all relevant laws and regulations regarding the protection and preservation of the environment. As such, all factories and raw material suppliers must adhere to the boohoo group Restricted Substances Policy, and all materials, components and finished products must comply with: international law on the restriction of hazardous substances; REACH legislation; and the European Chemical Agency (ECHA) Restricted Substances List. Responsible payment terms During the past year, we have introduced industry-leading 14-day payment terms for our UK manufacturers. We did this to help improve cash flow in our suppliers’ businesses, so that in turn they can pay their employees and material and operational costs swiftly. Our goal for 2020 is to ensure that prompt payment is being fed down the supply chain through Tier 2 and Tier 3 suppliers. Good work for fair pay Ensuring that everyone working in our supply chain is treated fairly and remunerated appropriately for the good work they do, is a key KPI of this programme. To that end, we are working with third-party specialists, in collaboration with our suppliers across the UK, to ensure compliance with the standards we set. KEY BOOHOO MEMBERSHIPS AND PARTNERSHIPS Sustainable Apparel Coalition (“SAC”) Hope4Justice / Slave Free Alliance The United Nations’ Sustainable Development Goals 31 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED) EMPLOYEES Looking after our people is woven into the fabric of our business. They are the most important part of our business. We will continue to explore every opportunity to continually improve our employee practices to ensure that we are an employer of choice wherever we do business. Our benefits With a firm stance on equality and rewarding performance, we pride ourselves on our competitive pay and overall benefit packages. All of our hourly-paid employees are paid above the minimum wage, regardless of their age and absolutely no-one is employed on a zero hours contract, unless they request one. Our gender pay gap data in March 2020 for the group showed females were paid 1.7% more than males, using the median results, and males 10.4% more than females, using mean results (male average pay being higher due to a greater proportion of males in the most senior roles), which is significantly below the national average as reported by ONS. Importantly, 45% of our senior team are female. Everyone at boohoo is eligible to join the SAYE share scheme, which, alongside our SIP share scheme has proven financially beneficial and allows our colleagues to share in the success that they have worked hard to create. With additional benefits such as access to free or subsidised fitness facilities, life assurance, subsidised meals in our restaurants, employee engagement forums and the opportunity to develop personally and professionally, we will continue to evolve and improve our People offer to ensure we are an employer of choice wherever we do business. Attracting new talent We are proud of our track record on attracting and retaining the right people to support the growth of each brand. We value and look for people who will go that extra mile, who have an entrepreneurial spirit and who have great drive and enthusiasm, alongside exceptional skills in their job role. Within the last 12 months, we have hired 925 people and our overall number of employees sits at approximately 2,700. To help complement the normal hiring channels we also have the following schemes in place: 58%PERCENTAGE OF FEMALE WORKFORCE 32 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 925 EMPLOYEES HIRED IN THE LAST 12 MONTHS circa 2,700 employees worldwide Future leaders We continue to focus on our future leaders in order to meet our rapid growth by scaling up our leadership development. Currently we deliver an in-house management development programme – Stepping into Management. Thirty managers across the group graduated in 2019 and we have another 38 managers signed up to complete the programme this year. Employee engagement survey This year, all our colleagues across the group were invited to participate in a confidential employment survey. The survey itself demonstrated that 73% of our colleagues who responded to the survey were proud to work for boohoo. Over 86% of our colleagues see themselves working for boohoo in a year’s time and 87% said they would be happy to go the extra mile for boohoo to succeed. The survey confirmed that we have an engaged workforce and helped to identify areas where we can do better, where we plan to implement changes in 2020. Your Voice In addition to the survey, we have an employee forum, ‘Your Voice’, which provides us with a monthly check-in with our colleagues at the Burnley site. Your Voice has been running since 2014 and its aim is to ensure that our employees feel listened to, respected and confident that their voices will be heard. It provides employees with the opportunity to raise queries about matters ranging from social events to process improvement whilst feeding back on initiatives and engagement activities. Commitment from the business this year has been significant, with a focus on making sure communicating upwards is made as easy as possible when providing instant feedback. Feedback from our colleagues has been frequent with monthly meetings held to discuss all points that are raised ahead of each meeting. Actions delivered in 2019 range from facility improvements to wellbeing initiatives such as better visibility of Retail Trust and mental health support. We also introduced TV screens in all breakout areas to showcase benefits, engagement activities and to keep employees up to date. 33 73%EMPLOYEES ARE PROUD OF WORKING FOR BOOHOO 1. We continued with our annual intern programme, having been successful for four years. This year we had over 200 applications, and the talent we attract is quite phenomenal. We are delighted to say we have had 29 interns in place this year. As has historically been the case, our interns of today often become our employees of tomorrow, with over 15 taking up full-time roles following their internship. Our strong trusted links with the local universities in Manchester, Huddersfield, Nottingham and Liverpool stand us in good stead. 2. We have launched a new Graduate Trainee Programme within Operations, starting in September 2020. The candidates will rotate through a wide variety of departments over a two-year period, experiencing all areas of the business and if successful, will be placed in a management role within the logistics function. Once up and running, our plan is to then extend to other areas of the business. Learning & development at boohoo We believe in providing the opportunity for everyone to realise their full potential and have training and development systems in place to support our employees’ ongoing development. Diversity We encourage diversity in the workforce: last year the percentage of males was 42% and females 58%, with 45% of our senior management positions held by women. NUMBER OF EMPLOYEES OF EACH GENDER AT THE YEAR END: Directors of the parent company Senior managers Male Female 6 49 2 43 Other employees 1,079 1,513 1,134 1,558 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED) EMPLOYEES (CONTINUED) Wellbeing & engagement activities This year we have had a real focus on mental health in the workplace where we put nine of our colleagues through a two-day Mental Health First Aid course. We subsequently rolled out a one-day ‘Managing mental health in the workplace’ course to over 60 colleagues across Manchester and Burnley. This has been a key initiative that has helped in so many unseen ways for our colleagues know there is support in the workplace; an area of vital importance that we will continue to champion. We have also focussed on fitness and lifestyle by offering free yoga, hi-intensity gym classes and meditation classes and global step challenge, equally acknowledging the link between physical and mental health. CUSTOMERS At boohoo, we pride ourselves on our inclusive brands and their ability to celebrate and promote diversity. Our customers continue to inspire and motivate us to supply the latest trends at the best prices. We continue to develop our ranges to offer clothing to suit all, to ensure we are promoting diversity, as well as responsible and healthy body images. Shared responsibility We know we have a crucial role to play in the way that our customers use, treat and dispose of the garments that they purchase from us. To that end, and to reduce our indirect impacts, we will build on our existing ‘ways to wear’ posts which encourage customers to extend the life of their clothes and launch a further consumer awareness programme around cleaning and treatment. COMMUNITY At boohoo, we believe in giving back to the communities and countries where we do business, because we know that for our business to thrive the countries and communities where we do business need to thrive too. From being the headline sponsor of Manchester Pride, to supporting the city’s homeless, to cash donations to support those tackling the wild fires in Australia, we’ve been doing what we can where we can to support the amazing and tireless work of volunteers and charity workers across the globe. In 2020, we are overhauling our Charity Strategy and from Q2 our charitable giving will fall under four key pillars: Fundraising We will put the weight of our brand behind supporting a single cause that our customers, team and suppliers care about. Awareness-raising We will use the power, reach and influence of our brand to raise awareness of great local causes. We will provide funds, but more importantly resource, to help the charities achieve their goals and ambitions. Ad hoc giving We will continue to review and honour as many as possible of the hundreds of ad hoc requests we receive each week, providing vouchers, funds or resource where we can. Foundation We are a business that champions and values the contribution that young people make socially and economically. With a global team of around 2,700, the majority of whom are under 30, we plan to create a foundation that supports the advancement of young people. Identifying the right thing to do has taken us a little longer than we planned, but this remains an important part of our community strategy. We are currently exploring a number of options and aim to launch this by Q3 2020. 34 “At boohoo, we pride ourselves on our inclusive brands and their ability to celebrate and promote diversity. Our customers continue to inspire and motivate us to supply the latest trends at the best prices. We continue to develop our ranges to offer clothing to suit all, to ensure we are promoting diversity, as well as responsible and healthy body images.” ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS PLANET We are very mindful of the fact that much of our environmental impact occurs beyond our operating control, but not beyond our influence, and so we are working hard to build up a better picture of our impacts to identify where we can make a difference, working in collaboration with partners and industry associations. CARBON Two initiatives have helped us to start to understand better our carbon impacts this year. Firstly, through signing up to the WRAP Sustainable Clothing Action Plan, a review of our fibre mix helped us to understand carbon impacts from fibre choices. For example, by moving to recycled polyester we can significantly reduce the carbon footprint of a garment compared to using virgin fibres. Secondly, we undertook our first Scope 1 and Scope 2 carbon footprint with Avieco, together with a high-level ‘hotspot’ overview of our value chain. boohoo’s total location-based carbon emissions across Scope 1 and Scope 2 for our UK sites during the 2019 calendar year was 3,415 tonnes, with electricity accounting for 86% of total emissions. These actions helped us identify key areas of opportunity to reduce carbon emissions. We will use this data to inform our future strategy to reduce impacts across our value chain. Looking ahead, we plan to work with key suppliers and partners to measure, report and reduce our Scope 3 carbon footprint over the next year, with the intention of setting science-based targets for carbon emissions reduction in 2021. Whilst reducing our carbon footprint across our direct and wider operations is one of our key priorities, we will continue to broaden our scope and work with our suppliers to address wider environmental impacts throughout the supply chain, such as water. 35 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT (CONTINUED) ENERGY USE We recognise that energy is a key driver of carbon emissions and are committed to reducing our energy use across our own operations. In 2019, the group took several measures to reduce energy use and emissions in our own operations. These included: 5 A move to purchasing only renewable electricity across all key UK group sites 5 A switch to LED lighting and motion sensors across all UK group sites as they are refurbished (current coverage is approximately 80%) 5 Submitting an application for planning permission to install solar panels with a capacity of 2MW at our Burnley warehouse, and 200KW at our Manchester office (in addition to 200KW already installed in Manchester) 5 Improving the insulation and roof covering to our Manchester office 5 Planned energy reduction measures in our own operations for 2020 include: 5 Replacement of all windows at our head office in Manchester, for better insulation 5 Installation of the solar panels currently at planning application stage Additional actions being considered to reduce emissions include identifying opportunities to reduce business travel and investigating the purchase of more energy efficient machinery. 36 MATERIALS As previously mentioned, we signed up to WRAP’s Sustainable Clothing Action Plan and are working on taking the learnings from this to reduce the carbon, waste, and water impact of our garments. WRAP have helped us to map the impacts of the different fibres we use to make our clothes and understand where we can reduce those impacts, and in particular by increasing our use of recycled fibres and by moving to improved fibres, such as sustainably sourced cotton. As polyester is the largest component of our fibre mix, we have focussed to date on introducing and sourcing more recycled polyester. Accordingly, a first step towards reducing our carbon impact has been our 2019 launch of various collections made from recycled fibres – including boohoo’s ‘For the Future’ collection. We have also started to introduce recycled fibres into our ‘best- selling’ main line ranges. This helps us quickly increase the number of products available to our customers that are made from recycled materials. As a group, we have committed to giving these collections prominence on our website and have set ourselves a group target of significantly increasing our use of recycled fibres. Alongside progressing this goal, we are now exploring moving to more sustainably-sourced viscose and cotton. Minimising waste We recognise our responsibility to ensure that all of the impacts embedded in our clothing are not wasted at the end of its life. Our ‘test and repeat’ model means that, compared to many bricks-and-mortar retailers, we have very little ‘post-production’ waste. We order very small quantities of each item, and then only re-order the lines that are selling well. (1) Source: Bespoke survey via OnePulse of 500 16-24 year old females in the UK, March 2020. 14.6t GARMENTS DONATED TO BRITISH HEART FOUNDATION We manage our stocks very closely using our industry-leading technology to ensure we only produce what we need. The small amount of stock left over that we cannot sell to our customers is sold either to other retailers or is sent to other countries by our partner reGAIN. Our PrettyLittleThing brand partners with British Heart Foundation (BHF x Pretty Little Thing) and donates samples to BHF for re-sale through its shops. BHF reports that it raised £282,050 from sales of the sample donations, in doing so helping to divert 14.62 tonnes from landfill. No stock or samples are sent to landfill. We are often accused of making ‘single-use’ clothing that customers wear once and then discard. Consumer research does not bear this out; in fact, only 2% of fast fashion buyers say they wear items only once before disposing, while 51% say they wear these items until they fall apart. 72% of fast fashion wearers dispose of unwanted garments via charity shops, and fast fashion wearers are less likely than non- fast-fashion wearers to throw clothes away at the end of their use (19% vs 26%)(1). ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS We are working with our suppliers to come up with new and innovative ways to reduce the environmental impact of our packaging and are exploring some alternative substitutes. As outlined in our previous annual report, we have been exploring alternatives to packaging – for example, moving to a fully biodegradable plastic product. We explored this product with its developers and concluded that unfortunately it was not suitable for clothing packaging, as it is designed for products likely to be littered and will only biodegrade when exposed to air (which would not be the case for clothes packaging, which is either put into landfill or preferably, recycled). However, in line with our ‘test and repeat’ model we will continue to explore such initiatives. WATER USE We are looking at the water consumption embedded in our fibre mix. Once we have completed this, the next step will be to undertake further work to understand the impact of dyeing and bleaching in our supply chain and identify some guidelines we can work towards with our suppliers to minimise our impact on water supplies local to our production sites. MICROFIBRES In keeping with our ethos to engage with industry associations that can and do have a material impact on how our industry tackles environmental challenges, we have joined the Microfibre Consortium and look forward to working with them to understand what modifications we can and should make to reduce the release of microfibres from our garments throughout their lifecycle. On behalf of the board John Lyttle Neil Catto 21 April 2020 37 Promoting reuse However, we can do more to promote re-use. We want to use our size, scale and reach for good. We use our sites, our influencers and experts to guide and inspire our customers to get the most out of their purchases. From how to wear guides to laundry guidance, we are committed to encouraging our customers to always ‘wear it out’ and make the most of their purchases. We will continue to provide guidance for customers on how best to dispose of garments that they no longer wish to wear. In 2020 we will explore new ways to incentivise responsible disposal, working with suppliers, our customers and experts to find workable solutions. This could include enabling our customers to return goods to us for repurposing. PACKAGING We continue to develop our packaging goals and hope to announce concrete targets in the coming months. These will include commitments around increased recycled and sustainability-sourced packaging substitutes, moving to reusable packaging where possible and phasing out unnecessary packaging and difficult to recycle plastics. Alongside these plans, work is already in train to reduce our plastic impacts. Our garment bags are currently made from LDPE (Low- Density Polyethylene), with no recycled content, but by the end of 2020, we will have moved to a minimum of 60% recycled content. Our dispatch bags already contain a minimum of 80% recycled content. All of our bags are, and will remain, fully recyclable, but because not every local authority recycles them we are establishing a closed loop recycling scheme where customers can send back to us empty polybags and dispatch bags (together with any garment returns) and we will recycle them into new bags. ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC BOARD OF DIRECTORS STRONG LEADERSHIP MAHMUD KAMANI Group Executive Chairman Mahmud founded boohoo with Carol Kane in 2006, leveraging over 30 years of experience in the fashion and clothing industry. Mahmud is an entrepreneur, with expertise encompassing all areas of the supply chain from sourcing, to import and wholesale. Mahmud is an inspirational leader, having built a strong team and engendered loyalty from many long-serving employees. CAROL KANE Group Co-founder and Executive Director Carol has over 30 years of experience in the fashion industry. Starting her career as a designer, then fashion buyer, Carol has worked with Mahmud Kamani for the past 26 years supplying high street retailers. Carol co- founded boohoo in 2006 and since inception has worked on marketing, product and brand strategy both domestically and abroad. JOHN LYTTLE Chief Executive NEIL CATTO Chief Financial Officer John joined the board on 15 March 2019. John spent eight years at Primark, a division of Associated British Foods, as Chief Operating Officer. During his tenure, turnover grew 158% to £7 billion. Prior to joining Primark, John held senior roles at Matalan and Arcadia group. Neil qualified as a chartered accountant with Ernst & Young and spent nine years working in their Manchester, Palo Alto and Reading offices. He was previously Finance Director of dabs.com plc and has held senior financial positions in BT plc and The Carphone Warehouse Group plc. BOARD STATS COMMITTEE KEY male female 0-1 year (2) 2-4 years (3) 5-6 years (3) BOARD DIVERSITY BOARD TENURE 38 A Chairman of the Audit Committee N Chairman of the Nomination Committee R Chairman of the Remuneration Committee A Member of the Audit Committee N Member of the Nomination Committee R Member of the Remuneration Committee ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS BRIAN SMALL Deputy Chairman, non-executive director, and Senior Independent Director Brian is Deputy Chairman and Chairman of the Audit and Nomination Committees and sits on the Remuneration Committee. Brian was most recently CFO of JD Sports plc for nearly 15 years. Prior to this role, he was Operations Finance Director at Intercare Group Plc and has also been Finance Director of a number of other companies. Brian is also a non-executive director and Audit Committee Chair at Mothercare plc and Pendragon plc. He qualified as an accountant with Price Waterhouse in 1981. A N R PIERRE CUILLERET Non-executive director IAIN MCDONALD Non-executive director Pierre sits on the Audit, Nomination and Remuneration Committees. Pierre founded The Phone House in 1996, a large European mobile phone retailer. Between 2005 and 2014, Pierre was CEO and shareholder of Micromania, the number one video game retailer in France. From 2011 to 2014, he was Senior VP of GameStop Europe to whom he had sold Micromania. Other previous non-executive directorships include DIA, listed on the Madrid Stock Exchange and part of Ibex, and fashion retailer Desigual. Pierre currently supports and invests in rapid growth companies in Europe and the US and serves on the advisory boards of Antwort Capital in Luxembourg and Diana Capital in Spain. A N R Iain is Chairman of the Remuneration Committee and sits on the Audit and Nomination Committees. Iain is the founder of Belerion Capital, a specialist technology & e-commerce company and was an early investor in a number of technology businesses including Asos, The Hut Group, Eagle Eye Solutions, Anatwine and Metapack. Iain is a non- executive director of one of the leading e-commerce businesses in Europe, the Hut Group, and also AIM-listed software business CentralNic. Prior to founding Belerion Capital, Iain was a partner of the William Currie Group, a technology and e-commerce private family office. A N R SARA MURRAY Non-executive director and Senior Independent Director (resigned 22 April 2020) Sara was Chairman of the Nomination Committee and sat on the Audit and Remuneration Committees. Sara is founder and CEO of buddi, a provider of mobile location solutions. Sara was the founder and CEO of Inspop.com Limited (trading as confused. com), a non-executive director of Schering Healthcare for five years and member of the governing board of Innovate UK (Technology Strategy Board). She is a Member of the Council of Imperial College London and was awarded an OBE for services to entrepreneurship and innovation in 2012. 39 ANRANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC CORPORATE GOVERNANCE REPORT BOARD GOVERNANCE The board is committed to ensuring high standards of governance for the company. The company welcomed the changes to AIM Rule 26 in 2018 requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code and publish a corporate governance statement on their website. The company has adopted the 2018 Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The board believes that the QCA Code provides the most appropriate framework of governance arrangements for the company for a public company of boohoo’s size and complexity. The following link to the company’s website sets-out in detail the company’s current corporate governance statement and approach to its compliance of the QCA Code: https://www.boohooplc.com/investors/aim-admission-documents THE BOARD The directors’ biographies appear on pages 38 and 39. The board comprised eight directors (up to 22 April 2020, when Sara Murray stepped down from the board), four of whom are executive directors and four of whom are non-executive directors, reflecting a blend of different experience and backgrounds. It is the board’s intention to appoint two further non-executive directors to maintain the balance of the board. Each of Pierre Cuilleret, Iain McDonald, Sara Murray and Brian Small is considered to be “independent” non-executive directors under the criteria identified in the QCA Corporate Governance Code. In addition, Brian Small in his role as Deputy Chairman, will act as Senior Independent Director from the date of Sara’s resignation. THE ROLE OF THE BOARD The board as a whole is collectively responsible for the success of the group and provides entrepreneurial leadership of the group within the framework of effective controls, which enable risk to be assessed and managed. It sets out the group’s values and standards and ensures that its obligations to shareholders and other stakeholders are understood and met. The board has a formal schedule of matters reserved to it for decision, including approval of strategic plans and the annual operating plan, significant investments and capital projects, treasury and risk management policies. All directors take decisions objectively in the interests of the group. Guidelines are in place concerning the content, presentation and timely delivery of papers by management to directors for each board meeting so that the directors have enough information to be properly briefed. Where issues arise at board meetings, the Chairman and Deputy Chairman ensure that all directors are properly briefed and, when necessary, appropriate further enquiries are made. The division of responsibilities between the Executive Chairman and Chief Executive and Executive Chairman and Deputy Chairman is clearly established and has been agreed by the board. All directors have access to the advice and services of the Chief Financial Officer and Company Secretary, who are responsible for ensuring that the board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the company’s expense. The board is kept informed on an ongoing basis by the Company Secretary about their duties and any update in relation to legal and governance requirements for the group. Training is provided to the board each year regarding market and AIM regulations. Further information regarding each current director’s experience, skills and capabilities is contained in their biographies above. The position of Deputy Chairman, a non-executive function, was created in January 2020 to lead the non-executive directors on matters where independence is required and to assist the Executive Chairman. BOARD COMMITTEES The company has three committees, namely Audit, Nomination and Remuneration Committees. AUDIT COMMITTEE Brian Small is the Chairman of the Audit Committee. It is intended that Brian Small will continue to perform this role until the annual report and financial statements for the year ended 29 February 2020 are finalised and published and a new Chair of the Audit Committee can be appointed. The Committee has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the company is properly measured and reported on and reviewing reports from the company’s auditors relating to the company’s accounting and internal controls, in all cases having due regard to the interests of shareholders. The Audit Committee meets three times a year. Brian Small has recent and relevant financial experience. Pierre Cuilleret and Iain McDonald are the other members of the Audit Committee. Sara Murray was a member of the Audit Committee until she stepped down in April 2020. The Audit Committee met three times during the year and also met after the year end. Matters considered at these meetings included: reviewing and approving the annual report and financial statements for the year ended 28 February 2019, the half year results to 31 August 2019 and the annual report and financial statements for the year ended 29 February 2020; discussion with the external auditors to confirm their independence and scope for audit work; considering the reports from external auditors identifying any accounting or judgemental issues requiring the board’s attention and the auditors’ assessment of internal controls; reviewing and approving the group’s tax strategy; reviewing the company’s risk register and business continuity procedures; considering the work of the corporate social responsibility and supplier conformance functions; reviewing compliance with minimum pay legislation and fairness at work procedures; and considering the adequacy of the whistle-blowing facility, the anti-bribery training and monitoring and data protection policy and procedures. The Audit Committee Chairman has maintained dialogue with the auditors outside of the scheduled meetings and meets with the auditors without the presence of executive directors and members of the finance team. 40 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS The group’s internal audit function is now well-established, having been operating since 2017. Internal audit’s work is overseen by the Audit Committee. The Audit Committee approves the Annual Internal Audit Plan and updates to that plan are approved at each Audit Committee meeting. The internal audit function operates using a mix of dedicated in house resource and outsourcing, for specialist areas of review. The scope of internal audit’s coverage is based upon its group-wide risk assessment and in the year has included reviews of financial processes, warehouse operational processes, IT controls and cyber security, GDPR, business continuity, supplier compliance, product compliance and adherence to employment laws. The Audit Committee assesses the outcome of each audit and has oversight via internal audit of any improvement actions. During 2020, internal audit will continue to deliver a risk-based audit plan and supplement that plan with cyclical controls compliance reviews. NOMINATION COMMITTEE Brian Small is the Chairman of the Nomination Committee, which will identify and nominate, for the approval of the board, candidates to fill board vacancies as and when they arise. The committee also considers matters of succession planning. The Nomination Committee meets at least once a year and otherwise as required. Pierre Cuilleret and Iain McDonald are the other members of the Nomination Committee. Sara Murray was the Chairman of the Nomination Committee until she stepped down in April 2020. Matters considered at these meetings included: appointment of Brian Small as independent non-executive director and Audit Committee Chairman in April 2019 and his subsequent appointment as Deputy Chairman in January 2020. REMUNERATION COMMITTEE The Chairman of the Remuneration Committee is Iain McDonald. This committee reviews the performance of the executive directors and determines their terms and conditions of service, including their remuneration and the grant of share awards, having due regard to the interests of shareholders. The Remuneration Committee meets at least twice a year. Pierre Cuilleret and Brian Small are the other members of the Remuneration Committee. Sara Murray was a member of the Remuneration Committee until she stepped down in April 2020. The responsibilities and activities of the Remuneration Committee are set out in more detail in the directors’ remuneration report. EXECUTIVE COMMITTEE The Executive Committee comprises the four executive directors and selected members of the senior executive management. The committee meets at least monthly and has the responsibility for dealing with the day-to-day management of the group and developing and executing strategy. BOARD AND COMMITTEE MEETINGS It is intended that the board meets at least eight times a year, the Audit Committee at least three times a year, the Nomination Committee at least once a year and the Remuneration Committee at least twice a year. RISK MANAGEMENT AND INTERNAL CONTROL The board has overall responsibility for the group’s systems of internal control and risk management and for reviewing the effectiveness of those systems. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives. Any system can only provide reasonable and not absolute assurance against material misstatement or loss. The board confirms that there are ongoing procedures for identifying, evaluating and managing significant risks faced by the group and that it has reviewed these risks and the procedures with management before the financial year end. The board has an internal risk management procedure to identify, with relevant management, the major business risks facing the group and to put in place appropriate policies and procedures to manage those risks. Internal and external risks, which are assessed on a continual basis, may be associated with a variety of internal or external sources, including control breakdowns, disruption in information systems, competition, inadequate financing, poor business performance, natural catastrophe and regulatory requirements. These involve a process of control, self-assessment and reporting that will be established to provide a documented trail of accountability, which will be reported to the board. Management reports on its review of the risks and how they are managed to both the board and Audit Committee, whose role it is to review the key risks inherent in the business and the systems of control necessary to manage those risks. The Audit Committee presents its findings to the board as appropriate. Management also reports to the board on major changes in the business and external environment, which affect significant risks. Where areas for improvement in the systems are identified, the board considers the recommendations made by management and the Audit Committee. Detailed policies ensure the accuracy and reliability of financial reporting and the preparation of the financial statements including the consolidation process. The board reviews the system of internal controls during the year to identify any significant failures or weaknesses. PERFORMANCE EVALUATION An internal evaluation of the board (including sub-committees and individual board members) is planned for spring 2020. This will involve anonymous questionnaires formulated to enable the board to confirm that its performance and the contribution of each of the executive and non- executive directors demonstrate commitment to their respective roles and that the board members’ respective skills complement each other and enhance the overall operation of the board. This evaluation will be led by the Chairman and Deputy Chairman to ensure that the board continues to operate effectively. 41 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC CORPORATE GOVERNANCE REPORT (CONTINUED) RELATIONS WITH SHAREHOLDERS The company maintains an active dialogue with its shareholders through a planned programme of investor relations. This activity is a keystone of the company’s corporate communications programme and is headed by the Chief Executive, Group Executive Chairman, Group Co-founder and Executive Director and the Chief Financial Officer, with support from an investor relations team and the Company Secretary. The company’s non-executive Deputy Chairman (who is also Senior Independent Director) acts as an additional link between the shareholders and the company’s executive directors. The board is informed of shareholder views as part of the regular reporting process and matters for discussion. The programme includes formal presentations of the company’s full-year and interim results and meetings between institutional investors, analysts and senior management on a regular basis. Regular communication with shareholders also takes place through the company’s annual and interim report and via the company website (www.boohooplc.com), which contains up-to-date information on the group’s activities. The board recognises that the annual general meeting is an important opportunity for communication with both institutional and private shareholders. Due to the current restrictions and social distancing requirements presented by the COVID-19 pandemic, the board is considering delaying the annual general meeting until there is greater openness that will allow shareholders to ask questions of the full board, including the chairs of the Audit, Remuneration and Nomination Committees. Further details of the format and date of the annual general meeting will be communicated to shareholders in due course and in the usual way. ATTENDANCE AT BOARD AND COMMITTEE MEETINGS The table below shows the attendance of individual directors at board meetings and committee meetings of which they are members during the year. Board Audit Committee Remuneration Committee Nomination Committee Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended 8 8 8 8 8 8 8 6 7 7 8 8 8 8 8 6 – – – – 3 3 3 2 – – – – 3 3 3 2 – – – – 2 2 2 – – – – – 2 2 2 – – – – – 2 2 2 1 – – – – 2 2 2 1 Mahmud Kamani Carol Kane John Lyttle Neil Catto Pierre Cuilleret Iain McDonald Sara Murray Brian Small As at 21 April 2020, the board has met twice since the end of the financial year. AUDITORS’ INDEPENDENCE The Audit Committee reports to the board on the effectiveness, value and independence of the auditors on an annual basis. The Audit Committee also approves the extent of non-audit work undertaken by the auditors to ensure that it does not interfere with their independence and has established guidelines for the value of non-audit services permitted to be undertaken by the auditors. The board is satisfied with the independence and objectivity of the auditors, PricewaterhouseCoopers LLP, and is expected to recommend their reappointment at the AGM. 42 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS The directors present their directors’ report and annual report and financial statements for the year ended 29 February 2020. REGISTERED OFFICE The registered office is 12 Castle Street, St Helier, Jersey, JE2 3RT. PRINCIPAL ACTIVITIES The principal activity of the company is that of a holding company. The principal activity of its subsidiary undertakings is that of online clothing retailers. BUSINESS REVIEW The directors are required by Company Law to set out a fair review of the business, its position at the year end and a description of the principal risks and uncertainties facing the group and to prepare the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union. The strategic report on pages 2 to 37 provides this review and financial position and these are incorporated by cross-reference and form part of this report. The corporate governance report on pages 40 to 42 should be read as forming part of the directors’ report. RESULTS AND DIVIDENDS Group profit after tax for the year to 29 February 2020 was £72.9 million (2019: £47.5 million). The audited financial statements for the year for the group and company are set out on pages 63 to 98. The directors do not recommend the payment of a dividend (2019: no dividend) so that cash is retained in the group for capital expenditure projects that are required for the rapid growth and efficiency improvements of the business and for suitable business acquisitions. DIRECTORS AND COMPANY SECRETARY The biographies of the directors who held office throughout the year and subsequently are set out on pages 38 and 39. The Company Secretary is Keri Devine. The interests of the directors in the shares of the company and their share options and awards are detailed in the remuneration report on page 55. The company maintains directors’ and officers’ liability insurance, which gives appropriate cover for any legal action brought against the directors. The company has also provided an indemnity for its directors, which is a qualifying third-party indemnity provision for the purposes of section 234 of the Companies Act 2006 and was in place during the year and up to the date of approval of the financial statements. SHARE CAPITAL AND RESTRICTIONS ON SALE OF SHARES The authorised and issued share capital of the company and details of shares issued during the year are shown in note 22. The issued share capital at 29 February 2020 was 1,168,033,762 shares of 1p. Powers related to the issue and buy-back of the company’s shares are included in the company’s articles of association and such authorities are renewed annually by shareholders at the annual general meeting. SHARE INCENTIVE PLAN TRUST The Share Incentive Plan (“SIP”) trust is used by the company to provide free shares as share incentives to its employees. The trustees are Link Asset Services, an independent UK professional body. The SIP trustee buys shares and holds them in trust for the benefit of employees who remain with the company for three years. The trust held 8,048,026 shares as at 29 February 2020. The trustees may vote on the beneficiaries’ shares in accordance with the beneficiaries’ instructions. 43 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC DIRECTORS’ REPORT (CONTINUED) SUBSTANTIAL SHAREHOLDERS Shareholders holding more than 3% of the company’s shares as at 2 April 2020: Shareholder Mahmud Kamani* Merian Global Investors Invesco (Oppenheimer Funds) Rabia Kamani* Baillie Gifford & Co Aberdeen Standard Investments Eleva Capital Number of ordinary shares held Percentage held 152,679,880 146,427,203 70,729,412 56,930,659 53,225,674 41,882,218 35,165,961 13.07% 12.54% 6.06% 4.87% 4.56% 3.58% 3.01% Shareholders marked as * are considered to be a concert party. ASSESSMENT OF PROSPECTS AND VIABILITY The group’s business activities together with the factors that are likely to affect the future development, performance, position and risks of the group are set out in the strategic report on pages 2 to 37. The impact of the COVID-19 crisis on the future prospects of the group is not quantifiable at the date of this report, as the length of restrictions and impact on consumers globally is outside of what any business is able to predict. However, we have modelled a scenario with a substantial reduction in revenue from April until June, with some recovery from July to September. We have also modelled a shut-down of the business until February 2021, as an unlikely, but worst possible, case. Both scenarios show the group has sufficient funds to continue trading solvently, even before obtaining any potential government loans. As of the date of this report, we are continuing to operate, with the warehouses functioning under very different working conditions and many office staff working from home, although trading has not surprisingly been more uneven during the second half of March and early April. Before the COVID-19 crisis, the directors considered the prospects of the group through an analysis of the markets for the group’s product offering online in the UK and overseas and concluded that potential growth rates remain strong as the markets continue to develop as more customers become comfortable with online shopping. This provides great opportunities for future expansion. There is a diverse supply chain with no key dependencies, enabling sourcing to be dynamic. Major expense categories relate to carriage and marketing services, which are widely diversified amongst suppliers. The business model affords a great deal of flexibility in responding to demand and economic changes: the wide range of products and relatively low buy quantities reduce inventory risk; a large customer base across many countries reduces specific economic and fashion dependencies; retail customers pay at the time of order with a small risk of default; and the high marketing expenditure is very controllable over a short time period. The group operates a regular budgeting, forecasting and long-range planning cycle, which is integrated with strategic plans and objectives. This planning cycle, in which the board is substantively involved, ensures, as far as is possible, that the profitability, cash flow and capital requirements of the business are sufficient to ensure its ongoing viability. Annual budgets, against which performance is compared, are prepared in advance of the next financial year. A cadence of weekly, monthly and quarterly forecasts is operated to monitor, control and report on performance in the current financial year. These forecasts form the basis upon which the board satisfies its requirements to update stakeholders with relevant financial performance and prospects. Once a year, three-year financial plans are prepared to assess the medium and longer-term prospects of the group and its finance requirements, based on its strategic plans. The directors have reviewed the group’s profitability in the three-year plans prepared before the COVID-19 crisis, the annual budgets and medium-term forecasts, including assumptions concerning capital expenditure and expenditure commitments and their impact on cash flow. The directors consider that a three-year plan is the appropriate period to project financial plans with a reasonable level of certainty in line with their current strategic objectives. Based on their assessment of prospects and viability, and having forecast a worst-case scenario arising from the COVID-19 pandemic with a return to normality in March 2021, the directors confirm that they have a reasonable expectation that the group will be able to continue in operation and meet its liabilities as they fall due in the three-year period ending February 2023. GOING CONCERN Having considered the prospects and viability as detailed above, the directors considered it appropriate to prepare the financial statements on the going concern basis, as explained in the basis of preparation in note 1 to the financial statements. 44 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS FINANCIAL RISK MANAGEMENT Financial risk management is detailed in note 24 to the financial statements. ENGAGEMENT WITH STAKEHOLDERS – EMPLOYEES, SUPPLIERS AND CUSTOMERS, COMMUNITY AND ENVIRONMENT AND SHAREHOLDERS The board’s responsibilities to promote the success of the group under section 172 of the Companies Act 2006, as modified by the Companies (Miscellaneous Reporting) Regulations 2018 are outlined as follows: a. Employee engagement The quality, commitment and effectiveness of the group’s employees are crucial to its continued success. Employee policies and programmes are designed to encourage employees to become interested in the group’s activities and to reward employees according to their contribution and capability and the group’s financial performance. Employee communications are a priority and regular briefings are used to disseminate relevant information. Employee surveys are undertaken to allow employees to express their views anonymously on many aspects of their work lives. Suggestion boxes are used to allow employees to voice their opinions for improvements and change. Employee share ownership is encouraged through free share schemes and employee share option plans. Further information about employee engagement is contained within the social responsibility section of this report and accounts. Employment policies do not discriminate between employees or potential employees on the grounds of colour, race, ethnic or natural origin, sex, marital status, sexual orientation, religious beliefs or disability. If an employee were to become disabled whilst in employment and as a result was unable to perform his or her duties, every effort would be made to offer suitable alternative employment and assistance with retraining. b. Suppliers and customers The group maintains an ongoing dialogue with its customers and suppliers through news announcements on the group’s website and through the regulated market announcements. In addition, the group engages in supplier face-to-face meetings, email and telephone conversations with executive directors and senior management and annual social events for key suppliers. Engagement with customers is a major part of the group’s communication activities performed through the brands’ social media sites and via email where customers have opted in to receive such communication. c. Community and environment The group has active community and environmental policies, referred to in detail in the social responsibility section of this report and accounts. d. Shareholders The group has an active programme of investor relations, which is described in detail in the Corporate Governance section of this report and accounts. HEALTH AND SAFETY The group is committed to providing a safe place of work for employees. Group policies are reviewed on a regular basis to ensure that policies regarding training, risk assessment, safe working and accident management are appropriate. There are designated officers responsible for health and safety and issues are reported at each board and executive meeting. GREENHOUSE GAS EMISSIONS The group measures its operational carbon footprint in order to limit and control its environmental impact. Only the impact of the group’s direct activities are included, as the full impact of the entire supply chain of large numbers of suppliers cannot be measured practically. The section on social responsibility on pages 24 to 37 is incorporated into this report by cross-reference. STATEMENT ON DISCLOSURE OF INFORMATION TO AUDITORS The directors who held office at the date of approval of this directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the company’s auditors are unaware and each director has taken all the steps that he/she ought to have taken as a director to make himself/herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information. INDEPENDENT AUDITORS The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution that they be reappointed will be proposed at the annual general meeting. ANNUAL GENERAL MEETING Due to the current restrictions and social distancing requirements presented by the COVID-19 pandemic, the board is considering delaying the annual general meeting until there is greater openness that will allow shareholders to ask questions of the full board, including the chairs of the Audit, Remuneration and Nomination Committees. Further details of the format and date of the annual general meeting will be communicated to shareholders in due course and in the usual way and the notice of the meeting will be available to view on the group’s website boohooplc.com at least 21 days before the meeting. On behalf of the board John Lyttle Neil Catto 21 April 2020 45 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC DIRECTORS’ REMUNERATION REPORT ANNUAL STATEMENT BY THE CHAIRMAN OF THE REMUNERATION COMMITTEE Dear shareholder, I am pleased to present the report of the Remuneration Committee on behalf of the directors. This directors’ remuneration report will be put to an advisory shareholder vote at the forthcoming annual general meeting. REMUNERATION POLICY The Remuneration Committee is committed to complying with the principles of good corporate governance in relation to the design of its remuneration policy, and as such, our policy will take account of the UK Corporate Governance Code and in particular the QCA Corporate Governance Code as adopted by the board. The Committee also considers other best practice guidance (for example, the QCA Remuneration Guidance and the Investment Association’s Principles of Remuneration), as far as is appropriate to the group’s management structure, size and listing. Our approach to remuneration is governed by our directors’ remuneration policy. The primary objectives of the policy continue to be to attract and retain the highest calibre directors and to design remuneration, which promotes the long-term success of the group. In order to put these objectives into effect, we provide the opportunity for executives to receive short-term and long-term variable pay, dependent upon appropriate performance conditions, ensuring a clear link is established between shareholder value creation and the pay of our directors. The Committee also reviewed overall levels of pay and the operation of the incentive arrangements for executive directors to ensure they remain appropriate in light of the current business strategy and the interests of shareholders. The Committee concluded that the current overarching framework of base salary (plus modest pension and benefits provision), annual bonus and the operation of a long-term incentive plan (“LTIP”) remains best suited to the business. Remuneration for the year ending 28 February 2021 The key points in relation to how we are implementing our policy for the financial year ending February 2021, including details of the changes, are as follows: 5 Maximum bonus opportunity, dependent upon stretching revenue and EBITDA growth targets, will continue to be up to 100% of salary for executive directors, up to 150% for John Lyttle and up to 200% for Mahmud Kamani and Carol Kane. 5 The LTIP for John Lyttle remains the same. At the end of a five-year performance period, starting on John’s appointment date in March 2019, John is expected, subject to the attainment of stretching market capitalisation growth targets, to be issued shares in boohoo group plc. The maximum value that may be paid to John under this plan is capped at £50 million. Further details are provided at page 48. 5 Long-term share incentive awards will continue to be made to executive directors under an LTIP plan based on stretching three-year performance targets. Personal limits remain unchanged and are detailed in the remuneration policy. John Lyttle will not participate in these arrangements. PERFORMANCE AND REWARD FOR THE YEAR ENDED 29 FEBRUARY 2020 For the year ended 29 February 2020, in relation to the annual bonus plan, the group achieved outstanding revenue growth at the upper end of the target range. EBITDA performance over the year also resulted in the achievement at the upper end of the target range. As a result, in combination, the executive directors received 100% of their bonus potential. ENCOURAGING EQUITY OWNERSHIP We are committed to encouraging all our employees, as well as our senior executives, to be shareholders in the business. As part of facilitating this policy objective, we made awards to all employees under a UK HMRC-approved Share Incentive Plan during the 2015, 2016, 2019 and 2020 financial year ends and intend to make another award in the financial year ending 2021. Discounted options were issued under an HMRC-approved Save As You Earn (“SAYE”) plan in each of the financial years ended 2016 to 2020, which have achieved a high level of participation by employees, and are intended to continue in subsequent years. We have a formal shareholding requirement for the executive directors to support the alignment of the interests of executive directors with those of shareholders. SHAREHOLDER FEEDBACK The Remuneration Committee recognises that dialogue with shareholders plays a key role in informing the design of the remuneration policy and welcomes any feedback that shareholders may have. The Remuneration Committee will consider shareholder feedback received in relation to the remuneration policy and the remuneration report at the AGM each year. Any such feedback, plus any additional feedback received from time to time, will be considered as part of the company’s annual review of remuneration policy. Shareholders will be informed of any future changes in remuneration policy in the remuneration report. In addition, where such changes are considered major, having taken advice from relevant advisers, significant shareholders will be consulted in advance. We hope you will support the advisory vote on the directors’ remuneration report at the forthcoming annual general meeting, as the directors will do in respect of their own beneficial shareholdings. Iain McDonald Chairman of the Remuneration Committee 46 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS DIRECTORS’ REMUNERATION REPORT POLICY REPORT PAY PHILOSOPHY The Remuneration Committee (“Committee”) is responsible for determining, on behalf of the board, the group’s pay philosophy and the policy on the remuneration of the executive directors, the Chairman and other senior executives of the group. The aim of the remuneration policy is to ensure that high calibre senior executives are provided with remuneration, which is designed to promote the long-term success of the group. The policy includes performance-related elements, which are transparent, stretching and rigorously applied so as to encourage enhanced performance and to reward, in a fair and responsible manner, individual contributions to the success of the group. The remuneration policy is designed to be compatible with risk policies and systems and to be aligned to the group’s long-term strategic goals. The policy framework is structured so as to adhere to the principles of good corporate governance and has been developed taking into account the principles of the UK Corporate Governance Code and the QCA Corporate Governance Code. The performance-related variable pay component makes up a significant proportion of the overall package for senior executives and is designed to incentivise the delivery of the group’s growth strategy and other strategic and business objectives. The interests of the executives are designed to align with the interests of shareholders through encouraging equity ownership and, in support of this, awards under the group’s equity incentive plans are made where appropriate. CONSIDERATION OF EMPLOYMENT CONDITIONS ELSEWHERE IN THE GROUP When setting the remuneration policy for executive directors, the Committee takes into account the overall approach to reward for, and the pay and employment conditions of, other employees in the group, especially when determining annual salary increases. This process ensures that any increase to the pay of executive directors is set in an appropriate context and is appropriate relative to increases proposed for other employees. The Committee is also provided with periodic updates on employee remuneration practices and trends across the group. The principle of encouraging our senior executives to be shareholders in the business is reflected across the group as a whole and a key aim of the remuneration policy is to encourage widespread equity ownership across the whole employee base. In support of this objective, we operate an HMRC-approved Share Incentive Plan and an approved SAYE option plan. CHANGES TO THE REMUNERATION POLICY Our pay philosophy and the broad structure of our remuneration policy will remain the same, since the Remuneration Committee believes it is serving the company well. The policy is as follows: SUMMARY OF OUR REMUNERATION POLICY The table below provides a summary of the key aspects of the group’s remuneration policy for executive directors. REMUNERATION POLICY TABLE FOR EXECUTIVE DIRECTORS BASE SALARY PURPOSE AND LINK TO STRATEGY 5 To aid recruitment and retention 5 To reflect experience and expertise 5 To provide an appropriate level of fixed basic income OPERATION 5 Normally reviewed annually, with any increase usually becoming effective 1 May 5 Set initially at a level required to recruit suitable executives reflecting their experience and expertise 5 Any subsequent increase influenced by: 5 Scope of the role 5 Experience and personal performance in the role 5 Average change in total workforce salary 5 Performance of the group 5 External economic conditions, such as inflation 5 Account taken of practice in comparable companies (e.g. those of a similar size and complexity) 5 No recovery or withholding provisions apply MAXIMUM OPPORTUNITY 5 Annual increases will generally be restricted to those of the average of the wider workforce 5 Increases beyond those awarded to the wider workforce (in percentage of salary terms) may be awarded in certain circumstances such as where there is a change in responsibility or experience, or a significant increase in the scale or complexity of the role and/or size and value of the company 5 The Committee reviews the salaries of executive directors each year taking due account of all the factors described in the salary policy FRAMEWORK USED TO ASSESS PERFORMANCE 47 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC DIRECTORS’ REMUNERATION REPORT POLICY REPORT (CONTINUED) ANNUAL BONUS PURPOSE AND LINK TO STRATEGY 5 To reward the annual delivery of short to medium-term objectives relating to the business strategy OPERATION 5 All bonus payments are at the discretion of the Committee 5 Not pensionable 5 Normally payable in cash following the end of the year based on targets set at the start of the year 5 Targets are set and/or reviewed annually 5 Recovery provisions apply in certain circumstances at the discretion of the Committee (including where there has been a misstatement of accounts, an error in assessing any applicable performance condition, or in the event of misconduct on the part of the participant) MAXIMUM OPPORTUNITY 5 Up to 200% of salary for Mahmud Kamani and Carol Kane, up 150% of salary for John Lyttle and up to 100% of salary for all other executive directors, dependent on performance FRAMEWORK USED TO ASSESS PERFORMANCE 5 Bonuses are based on performance measures with appropriate targets set and assessed by the Committee at its discretion 5 Those financial measures which are identified as the key indicators of success against the strategy (e.g. EBITDA and revenue) will represent the majority of bonus, with any other measures (e.g. strategic and/or personal objectives), where appropriate, representing the balance 5 Performance is measured over a single financial year 5 30% of maximum bonus will be payable for achievement of a threshold level of performance, rising to 100% of maximum bonus for reaching stretch target 5 Measures and weightings may change each year to reflect any year-on-year changes to business priorities at the discretion of the Committee LONG-TERM INCENTIVE PLAN (“LTIP”) PURPOSE AND LINK TO STRATEGY 5 Intended to align the long-term interests of senior executives with those of shareholders 5 To incentivise the delivery of key strategic objectives over the longer term OPERATION 5 Awards are normally granted in the form of nominal cost options, however, the structure MAXIMUM OPPORTUNITY of John Lyttle’s LTIP required him to pay an amount to the company on grant of the award. This investment is intended to reflect his commitment to the group 5 Ability to exercise is dependent on performance targets being met during the performance period and continued service of the directors 5 Recovery and withholding provisions apply in certain circumstances at the discretion of the Committee (including where there has been a misstatement of accounts, an error in assessing any applicable performance condition, or in the event of misconduct on the part of the participant) 5 The maximum value that can be paid out under John Lyttle’s LTIP is £50 million (satisfied at the discretion of the company by either cash or in boohoo group plc shares valued at the end of the five-year performance period) 5 In respect of the LTIP applicable to other directors below CEO level, the maximum limit contained within the plan rules is 150% of annual salary for executive directors 5 Awards are at the discretion of the Committee and may be made at lower levels than this 5 Exceptionally, at the discretion of the Committee, awards may be made in excess of 150% of salary per annum 48 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS LONG-TERM INCENTIVE PLAN (“LTIP”) (CONTINUED) FRAMEWORK USED TO ASSESS PERFORMANCE 5 The performance measure attaching to John Lyttle’s LTIP is based on the compound annual growth rate of the company’s market capitalisation measured over a five-year performance period 5 Awards to other executives vest based on challenging targets measured over a three-year period and are dependent upon continued service 5 At least half of awards to other executives will normally be based on financial performance metrics (such as, inter alia, PBT or EPS) 5 Prior to each award the Committee will set threshold and stretch targets along with an intermediate vesting range. Details of this will be disclosed in the annual report on remuneration for the year in which the award was granted unless the targets are commercially sensitive, in which case they will be disclosed retrospectively PENSION PURPOSE AND LINK TO STRATEGY 5 To aid recruitment and retention 5 To provide an appropriate level of fixed income OPERATION 5 Executive directors may receive an employer’s pension contribution or cash allowance MAXIMUM OPPORTUNITY 5 Employer’s defined contribution or cash allowance up to 6.2% of salary FRAMEWORK USED TO ASSESS PERFORMANCE N/A OTHER BENEFITS PURPOSE AND 5 Provide competitive benefits package LINK TO STRATEGY OPERATION MAXIMUM OPPORTUNITY 5 Executive directors may receive benefits including health care, income protection and life assurance, as well as other standard group-wide benefits offered by the company from time to time 5 Executive directors are also eligible to participate in any all-employee share plans operated by the company on the same basis as for other eligible employees (and in line with relevant HMRC rules) 5 The value of benefits may vary from year to year depending on the cost to the company FRAMEWORK USED TO ASSESS PERFORMANCE N/A SHAREHOLDING REQUIREMENT PURPOSE AND LINK TO STRATEGY 5 To support long-term commitment to the company and the alignment of executive director interests with those of shareholders OPERATION 5 The Remuneration Committee has adopted formal shareholding guidelines that will encourage executive directors to build up over a five-year period and then subsequently hold a shareholding equivalent to a percentage of base salary. Adherence to these guidelines is a condition of continued participation in the equity incentive arrangements MAXIMUM OPPORTUNITY 5 150% of salary for executives and 150% of salary rising to 300% of salary for John Lyttle on maturity of his LTIP FRAMEWORK USED TO ASSESS PERFORMANCE N/A 49 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC DIRECTORS’ REMUNERATION REPORT POLICY REPORT (CONTINUED) CHOICE OF PERFORMANCE MEASURES AND APPROACH TO TARGET SETTING The performance measure selected for John Lyttle’s LTIP is solely based on market capitalisation growth over a five-year period. The targets reflect the ambitious growth plans for the group and the LTIP performance measure ensures that John’s interests are fully aligned with shareholders. The performance metrics and targets that are set for the executive directors via the annual bonus plan and current LTIP are carefully selected to align closely with the group’s strategic plan and key performance indicators. In terms of annual performance targets, the bonus is determined on the basis, primarily, of performance against financial measures, which are identified as the key indicators of success against the strategy set annually. The precise metrics chosen, along with the weightings of each, may vary from year to year. The Committee will review the performance measures and targets each year and vary them as appropriate to reflect the priorities for the business in the year ahead. In terms of the long-term performance targets, metrics for the LTIP awards will be set at the time of each grant but will normally include at least half based on financial performance in line with our key objectives of delivering returns to shareholders through achievement of our growth strategy. The Committee will disclose the targets for each award to the executive directors in advance in the annual report on remuneration unless the targets are commercially sensitive, in which case they will be disclosed retrospectively. The Committee will review the choice of performance measures and the appropriateness of the performance targets prior to each LTIP grant. Challenging targets are set whereby modest rewards are payable for the delivery of threshold levels of performance, rising to maximum rewards for the delivery of substantial out-performance of our financial and operating plans. DIFFERENCES IN REMUNERATION POLICY FOR EXECUTIVE DIRECTORS COMPARED TO OTHER EMPLOYEES The Committee has regard to pay structures across the wider group when setting the remuneration policy for executive directors. The Committee, in particular, considers the general basic salary increase for the broader workforce when determining the annual salary review for the executive directors. Overall, the remuneration policy for the executive directors is more heavily weighted towards performance-related pay than for other employees. Performance-related long-term incentives are provided for those employees considered to have the greatest potential to influence overall levels of performance and those whose retention within the group is regarded as important. That said, whilst the use of the LTIP is confined to the more senior management in the group, there is a commitment to encouraging widespread equity ownership through, for example, our use of an HMRC- approved Share Incentive Plan and SAYE share option scheme. The level of performance-related pay varies within the group by grade of employee and is informed by the specific responsibilities of each role as appropriate. SERVICE CONTRACTS AND LOSS OF OFFICE PAYMENTS Service contracts normally continue until the executive director’s agreed retirement date or such other date as the parties agree. The company’s policy is that executive directors will be employed on a contract that can be terminated by the company on giving no more than one year’s notice, with the executive director required to give up to one year’s notice of termination. A director’s service contract may be terminated without notice and without any further payment or compensation, except for sums earned up to the date of termination, on the occurrence of certain events such as gross misconduct. The circumstances of the termination (taking into account the individual’s performance) and an individual’s duty and opportunity to mitigate losses are taken into account by the Committee when determining amounts payable on/following termination. Our policy is to reduce compensatory payments to former executive directors where they receive remuneration from other employment during the compensation period. The Committee will consider the particular circumstances of each leaver on a case-by-case basis and retains flexibility as to at what point, and the extent to which, payments would be reduced. Details will be provided in the relevant annual report on remuneration should such circumstances arise. In summary, the contractual provisions are as follows: Provision Notice period Termination payment Detailed terms Maximum of 12 months from both the company and the executive director. Payment in lieu of notice of base salary only, normally subject to mitigation and paid monthly(1), subject to the discretion of the Committee. In addition, any statutory entitlements would be paid as necessary. Change of control There will be no enhanced provisions on a change of control. (1) The Committee may elect to make a lump sum termination payment (up to a maximum of 12 months’ base salary) as part of an executive director’s termination arrangements where it considers it appropriate to do so. Annual bonus on termination There is no contractual entitlement to annual bonus on termination. At the discretion of the Committee, in certain circumstances a pro rata bonus may become payable at the normal payment date for the period of active service only. 50 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS LTIP on termination Any share-based entitlements granted under the company’s share plans will be determined on the basis of the plan rules. In determining whether an executive director should be treated as a good leaver under the plan rules the Committee will take into account the performance of the individual and the reasons for his/her departure and, in the event of this determination being made, will set out its rationale in the following annual report on remuneration. APPROACH TO RECRUITMENT AND PROMOTIONS The remuneration package for a new executive director would generally be set in accordance with the terms of the company’s remuneration policy in force at the time of appointment. In addition, with specific regard to the recruitment of new executive directors (whether by external recruitment or internal promotion), the remuneration policy will allow for the following: 5 Where new joiners or recent promotions have been given a starting salary at a discount to the mid-market level, a series of increases above those granted to the wider workforce (in percentage of salary terms) may be awarded over the following few years, subject to satisfactory individual performance and development in the role. 5 The Committee may offer additional cash and/or share-based elements when it considers these to be in the best interests of the company and shareholders. Any such additional payments would aim to reflect the terms and value of remuneration relinquished when leaving the former employer. 5 The annual bonus would operate in accordance with the terms of the policy, subject to the overriding discretion of the Committee. Depending on the timing and responsibilities of the appointment, it may be necessary to set different performance measures and targets in the first year. 5 For an internal executive appointment, any variable pay element awarded in respect of the former role would be allowed to pay out according to its terms, adjusted as relevant to take into account the appointment. In addition, any other ongoing remuneration obligations existing prior to appointment would continue. 5 For external and internal appointments, the Committee may agree that the company will meet certain relocation expenses as appropriate. For the appointment of a new chairman or non-executive director, the fee arrangement would generally be set in accordance with the fee policy in force at that time. EXTERNAL NON-EXECUTIVE DIRECTOR POSITIONS The company allows executive directors to hold external directorships subject to agreement by the Chairman on a case-by-case basis and, at the discretion of the Committee, to retain the fees received from those roles. NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT The non-executive directors do not have service contracts with the company, but instead have letters of appointment. The letters of appointment are usually renewed every three years. Termination of the appointment may be earlier at the discretion of either party on one month’s written notice for non-executive directors. None of the non-executive directors is entitled to any compensation if their appointment is terminated. Appointments will be subject to re-election at the annual general meeting by rotation. FEES PURPOSE AND LINK TO STRATEGY 5 To recruit and retain high calibre non-executives OPERATION 5 Fees are determined by the board, with non-executive directors abstaining from any discussion or decision in relation to their fees 5 Non-executive directors are paid an annual fee for all board duties, which will include an annual award of shares (with the value of shares normally determined at the market price in February of each year) 5 In relation to the cash element, fees are normally paid monthly 5 In relation to the share element there will be certain restrictions which prevent the director selling these shares during the period of their appointment 5 Non-executive directors will not receive awards under any of the company’s incentive arrangements or receive any pension provision 5 The fee levels are reviewed on a periodic basis, with reference to the time commitment of the role and market levels in companies of comparable size and complexity 5 In exceptional circumstances, if there is a temporary yet material increase in the time commitment for non-executive directors, the board may pay extra fees to recognise the additional workload 5 Non-executive directors shall be entitled to have reimbursed all expenses that they reasonably incur in the performance of their duties, including taxes payable thereon 5 There is no cap on fees 5 Fees may be increased to ensure they continue to appropriately recognise the time commitment of the role, increases to fee levels for non-executive directors in general and fee levels in companies of a similar size and complexity 51 MAXIMUM OPPORTUNITY ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC DIRECTORS’ REMUNERATION REPORT ANNUAL REPORT ON REMUNERATION This section of the remuneration report contains details as to how the group’s remuneration policy was implemented during the year ended 29 February 2020. DISCLOSURE OF DIRECTORS’ SINGLE-FIGURE TOTAL REMUNERATION FOR THE YEAR – AUDITED INFORMATION The total single-figure remuneration of the directors during the year ended 29 February 2020 is set out below: Fixed remuneration Variable remuneration Base salary and fees £ Benefits £ Pension £ Other £ – – – – 6,498 – 6,498 1,999 Annual bonus £ Long-term incentives £ Total £ 900,000 700,000 900,000 700,000 922,500 – 300,000 260,000 – – – – 1,040,168 – 401,688 705,200 1,345,400 1,061,874 1,365,372 1,071,564 2,585,663 – 1,020,311 1,236,074 12,996 3,022,500 1,660,000 1,999 1,441,856 705,200 6,316,746 3,369,512 12,067 20,207 8,572 12,814 4,283 – 2,925 2,750 27,847 35,771 – – 14,167 17,083 202 – 9,667 12,708 24,036 29,791 – – – – – – – – – – 10,000 10,000 10,000 10,000 10,000 10,000 20,000 – 50,000 30,000 – – – – – – – – – – – – – – – – – – – – – – – – – – 66,667 50,000 75,000 50,00 85,000 50,000 79,679 – 306,346 150,000 Executive directors Mahmud Kamani Carol Kane John Lyttle Neil Catto Total executive directors Non-executive directors Pierre Cuilleret Iain McDonald Sara Murray Brian Small Total non-executive directors Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 433,333 341,667 442,633 341,667 612,012 – 299,533 253,417 1,787,511 936,751 56,667 40,000 65,000 40,000 75,000 40,000 59,679 – 256,346 120,000 2020 2,043,857 1,056,751 2019 27,847 35,771 24,036 29,791 62,996 3,022,500 1,660,000 31,999 1,441,856 6,623,092 3,519,512 705,200 Figures in the single total figure remuneration include the following for the financial year: BASE SALARY AND FEES The amount of salary or non-executive directors’ fees. Where an executive has elected to forego company pension contributions, due to pension cap restrictions, the base salary has been increased by 6.2%, being the company cost-neutral equivalent of the pension cost and employer’s NI foregone. OTHER The value of SIP awards and SAYE options granted in the financial period for executive directors (SAYE option calculated as the 20% discount at grant on the three-year plan) and the value of free shares issued to non-executive directors as part of their fees. ANNUAL BONUS The amount of performance-related bonus receivable. Further details of the performance outcome can be found below. LONG-TERM INCENTIVES The value of long-term incentives vesting based on performance ending in the year under review. Further details of the share options granted in 2017 and vesting on 13 June 2020 based on performance measured to 29 February 2020 can be found below. A share price of 291p (the closing share price on 28 February 2020) has been used for the purposes of valuing the gain. BENEFITS The value of private medical insurance, income protection, life assurance, company car and driver services. 52 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS ANNUAL BONUS For the year ended 29 February 2020, Mahmud Kamani’s and Carol Kane’s maximum potential bonus was 200% of basic salary, John Lyttle’s 150% and Neil Catto’s 100%. 40% of the potential bonus related to a revenue target and 60% of the potential bonus related to an adjusted EBITDA target. Bonus entitlement targets were as follows: Financial target range Revenue target: Threshold £1,035 million Upper limit £1,110 million or more Adjusted EBITDA target: Threshold £102 million Upper limit £111 million or more Bonus entitlement % 12.0% 40.0% 18.0% 60.0% The amount of bonus payable varies on a sliding scale between the threshold and upper limit shown above. For the financial year ended 29 February 2020, both revenue and adjusted EBITDA were at the upper limits, resulting in payments of 40% and 60% of bonus entitlement respectively. The payment of the FY20 bonuses will be deferred until such time as the board considers it is prudent to do so, taking into consideration the impact of the COVID-19 pandemic. Bonuses payable were as follows: Name Mahmud Kamani Carol Kane John Lyttle Neil Catto Bonus % of salary 200% 200% 150% 100% LONG-TERM SHARE INCENTIVES Neither Mahmud Kamani nor Carol Kane received share option awards either on Admission or as part of any subsequent grants. Of the executive directors, John Lyttle has share options as described on page 56 and Neil Catto holds options under the LTIP subject to the achievement of performance conditions as follows: Name Neil Catto Neil Catto Neil Catto Neil Catto Option scheme 2016 LTIP 2017 LTIP 2018 LTIP 2019 LTIP No. of ordinary shares under option Exercise price pence Date of grant Exercise period 404,822 138,037 128,744 168,570 1 1 1 1 30/06/16 13/06/17 28/06/18 11/12/19 30/06/19 to 30/06/26 13/06/20 to 13/06/27 28/06/21 to 28/06/28 01/03/22 to 01/03/29 The performance targets for the shares granted on 30/06/16 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period. Minimum “threshold” and “stretch” targets have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from 1.6p for a 25% vesting to 2.4p for 100% vesting for the EPS element of the performance criteria. The actual vesting was 100%. The TSR element vests on a straight-line basis between target intervals from 50% growth in TSR for a 25% vesting to 125% growth in TSR for a 100% vesting for the TSR element of the performance criteria. The actual vesting was 100%. The performance targets for the shares granted on 13/06/17 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period. Minimum “threshold” and “stretch” targets have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from 7.5p for a 25% vesting to 12p for 100% vesting for the EPS element of the performance criteria. The TSR element vests on a straight-line basis between target intervals from 50% growth in TSR for a 25% vesting to 125% growth in TSR for a 100% vesting for the TSR element of the performance criteria. The performance targets for the shares granted on 28/06/18 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period. Minimum “threshold” and “stretch” targets have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from 11.3p for a 20% vesting to 14.9p for 100% vesting for the EPS element of the performance criteria. The TSR element vests on a straight-line basis between target intervals from 20.4% growth in TSR for a 25% vesting to 73.9% growth in TSR for a 100% vesting for the TSR element of the performance criteria. The performance targets for the shares granted on 11/12/19 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period. Minimum “threshold” and “stretch” targets have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from 16p for a 20% vesting to 19p for 100% vesting for the EPS element of the performance criteria. The TSR element vests on a straight-line basis between target intervals from 55.3% growth in TSR for a 25% vesting to 84.1% growth in TSR for a 100% vesting for the TSR element of the performance criteria. 53 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC DIRECTORS’ REMUNERATION REPORT ANNUAL REPORT ON REMUNERATION (CONTINUED) ALL-EMPLOYEE SHARE INCENTIVE PLAN (“SIP”) The HMRC-approved all-employee Share Incentive Plan purchases shares and holds them in trust for the benefit of employees who remain with the company for three years. There are no performance criteria for the SIP shares. The directors hold the following options over shares under this scheme: Name Neil Catto Neil Catto Neil Catto Neil Catto John Lyttle No. of ordinary shares held in trust Purchase price pence Date of grant Maturity date 6,000 3,571 938 884 884 50 28 213 226 226 14/03/14 19/06/15 27/09/18 23/08/19 23/08/19 14/03/17 19/06/18 27/09/21 23/08/22 23/08/22 SAVE AS YOU EARN SHARE SCHEME (“SAYE”) The HMRC-approved all-employee Save As You Earn scheme allows employees to purchase shares at a 20% discount to market price at date of grant on the future option date. There are no performance criteria for the SAYE shares. The directors hold the following options over shares under this scheme: Name Neil Catto John Lyttle Estimated shares to be purchased at option date Option price pence Date of grant Option date 8,297 8,297 216.9 216.9 30/10/19 30/10/19 30/10/22 30/10/22 OTHER BENEFITS A one-off conditional award over shares was made to John Lyttle in compensation for the loss of short and long-term incentive awards, which lapsed on leaving his previous employer. The award has vested since John has stayed in role as Chief Executive for a period of 12 months to 15 March 2020 and was over 357,446 ordinary shares with a value of £1,040,168 (calculated based on the closing price of the company’s shares on 28 February 2020). CHIEF EXECUTIVE’S REMUNERATION COMPARED TO ALL OTHER EMPLOYEES OF THE GROUP As the Chief Executive joined the group during the financial year, there is no comparison of his percentage change in salary compared to that of all employees. The Chief Executive's pay ratio to the equivalent pay for the lower quartile, median and upper quartile UK employees, calculated using option A of the Companies (Miscellaneous Reporting) Requirements 2018 is as follows: Year 2020 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio 34:1 32:1 24:1 Option A was chosen, as it represents the most accurate means of identifying the percentiles. The workforce comparison is based on data for the year ended 29 February 2020. Pay data £000 Chief Executive remuneration UK employees 25th percentile UK employees 50th percentile UK employees 75th percentile Base salary Total pay and benefits 615 18 19 26 2,586 19 23 31 54 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS DIRECTORS’ INTERESTS IN SHARES The table below sets out the beneficial and non-beneficial interests in the number of ordinary shares as at the year end. Beneficially owned at 28 February 2019 Free share award under NED remuneration policy Shares acquired during the year Shares disposed of during the year Beneficially owned at 29 February % of share capital 2020 As a Outstanding share options Shares held SAYE under options SIP granted Total interests in shares at 29 February 2020 187,679,880 46,330,421 – 64,773 111,096 440,096 17,921 – – (35,000,000) 152,679,880 – 31,330,421 – – – – – 73,910 9,137 – 214,481 100,000 3,385 468,481 25,000 3,385 121,306 3,385 100,000 46,770 6,770 40,000 (15,000,000) – – – – – – 13.07% 2.68% – 0.01% 0.02% 0.04% 0.01% 0.00% – – 357,446 840,173 – – – – – – – 152,679,880 – 31,330,421 366,627 933,773 214,481 468,481 121,306 46,770 884 8,297 11,393 8,297 – – – – – – – – Name of director Mahmud Kamani Carol Kane John Lyttle Neil Catto Pierre Cuilleret Iain McDonald Sara Murray Brian Small John Lyttle, Chief Executive, has subscribed for 195 A ordinary shares of 1 pence each ("A Ordinary Shares") in boohoo Holdings Limited, an intermediary holding company of the group, as part of a Growth Share Plan ("the Plan"). The value of the award under the Plan is directly linked to the creation of significant growth in shareholder value as set out below: 5 The value of the award will be determined by the compound annual growth rate ("CAGR") in market capitalisation of the group over the five year period starting on the date John joined as Chief Executive, 15 March 2019 ("the Period"). 5 The CAGR will be calculated using a base market capitalisation of £2.037 billion, being the market capitalisation on the date of the announcement on 17 September 2018 that John would be joining the group. 5 The value of the award under the Plan is capped at £50 million of gross value before tax in the event of achieving CAGR of at least 23% at the end of the Period. CAGR of less than 10% yields nil value. 5 The Plan provides for adjustments to be made for increases in market capitalisation arising from corporate events, such as the issue of shares for acquisitions, so that the benefits derived from the Plan only arise from organic growth and the Plan also provides clawback provisions, which allow repayment in defined circumstances. SERVICE CONTRACTS AND LETTERS OF APPOINTMENT Each of the executive directors has a service contract, under which there is a 12-month notice period from both the company and the director. Details of the remuneration of the non-executive directors is set out herein. COMPOSITION OF THE REMUNERATION COMMITTEE The members of the Committee are Iain McDonald, Pierre Cuilleret and Brian Small. Executive directors are invited to attend meetings, if requested by the Committee, in order to provide information and advice, to enable the Committee to make informed decisions. Each director is, however, specifically excluded from any matter concerning his own remuneration. Representatives of PricewaterhouseCoopers LLP, the Committee’s retained adviser, may also attend meetings by invitation. The Company Secretary attends meetings as secretary to the Committee. ADVISERS TO THE REMUNERATION COMMITTEE During the year, the Committee received advice from PricewaterhouseCoopers LLP. The total fees paid to PricewaterhouseCoopers LLP in respect of its services during the year were £13,000 (2019: £22,000). PricewaterhouseCoopers LLP is a signatory to the Remuneration Consultants Group Code of Conduct and operates voluntarily under this Code, which sets out the scope and conduct of the role of executive remuneration consultants when advising UK listed companies. The Committee regularly reviews the external adviser relationship and is comfortable that PricewaterhouseCoopers’ advice remains objective and independent. The Committee also received advice from KPMG in regard of the creation of the growth share plan for John Lyttle. KPMG’s fees were £61,850 (2019: £28,000). 55 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC DIRECTORS’ REMUNERATION REPORT ANNUAL REPORT ON REMUNERATION (CONTINUED) IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDING 28 FEBRUARY 2021 – UNAUDITED Remuneration for the executive directors comprises the following elements, not all of which are currently provided to each executive director: 5 base salary 5 pension and other benefits 5 annual bonus 5 awards under the Long-Term Incentive Plans 5 opportunity to participate in the all-employee Share Incentive Plan and Save As You Earn scheme BASE SALARY The annual base salaries (excluding any substitution allowance for a company pension foregone) of the executive directors are as follows: Mahmud Kamani Carol Kane John Lyttle Neil Catto Group Executive Chairman Group Co-founder and Executive Director Chief Executive CFO From 1 May 2020 From 1 May 2019 £450,000 £450,000 £615,000 £300,000 £450,000 £450,000 £615,000 £300,000 PENSION AND OTHER BENEFITS Carol Kane, John Lyttle and Neil Catto received a company pension contribution of 7% of salary for part of the year and then received a 6.2% compensatory increase on basic pay upon electing to discontinue receiving a company pension due to the pension cap provisions. Mahmud Kamani does not receive a company pension contribution. Carol Kane, John Lyttle and Neil Catto receive company health care benefits and life assurance. Carol Kane receives driver services and Mahmud Kamani driver services and a company car. ANNUAL BONUS All of the executive directors are eligible to participate in the company-wide annual cash bonus plan. The Committee oversees the bonus plan, and any bonus payments are at the discretion of the Committee. The maximum bonus payable for the year ending 28 February 2021 will be as follows: Mahmud Kamani and Carol Kane 200%, John Lyttle 150% and Neil Catto 100%. The maximum bonus payable to performance will be measured over the single financial year ending 28 February 2021. The performance targets are based on a combination of revenue and EBITDA metrics (as defined in the plan), with a 40/60 weighting respectively. This choice of metrics reflects that these measures have been identified as the key indicators of the group’s success against its growth strategy. The amount of bonus payable will be calculated as a percentage of base salary modified by a factor linked to the revenue and EBITDA metrics, for which there is a sliding scale set between upper and lower thresholds. The bonus will be payable in cash immediately after the announcement of the financial results. The annual bonus targets, in relation to the financial year ending 28 February 2021, are considered to be commercially sensitive. Details of the targets, performance against those targets, and any payments resulting, will be disclosed in next year's annual report on remuneration. LONG-TERM INCENTIVE PLAN (“LTIP”) Awards will be made to Neil Catto and other members of our senior management team under the LTIP in line with the limits detailed in the remuneration policy. Neil Catto's award for the financial year ending 2021 has not yet been agreed but will be subject to performance targets relating to EPS and other financial measures measured over a three-year period. John Lyttle is expected to be issued shares in boohoo group plc at the end of a five-year performance period, starting on John’s appointment date, subject to the attainment of stretching market capitalisation growth targets. The maximum value that may be paid to John under this plan is capped at £50 million. ALL-EMPLOYEE SHARE PLANS The board granted free shares in the financial year 2020. It is intended to grant a further issue of free shares to all employees in the financial year ending 2021. The company offered HMRC-approved SAYE plans in each of the financial years ended from 2016 to 2020 and it is intended that a further SAYE grant be offered for the financial year ending 2021. The executive directors are eligible to participate in the schemes on the same basis as other employees. 56 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS TOTAL POTENTIAL REMUNERATION FOR EXECUTIVE DIRECTORS FOR 2021 Mahmud Kamani Carol Kane John Lyttle Neil Catto Fixed remuneration Variable remuneration Base salary £000 Benefits £000 450 450 615 300 15 12 – 3 Pension equivalent £000 – 28 38 19 Other £000 – – 2 2 Annual bonus(1) £000 Long-term incentives(2) £000 900 900 922 300 – – – 324 Total £000 1,365 1,390 1,577 948 (1) The annual bonus element is assumed to be the maximum. (2) The long-term incentive element is based upon the LTIP 2018 with a TSR element of a 50% increase in the share price and full achievement of the EPS element and a monetary value of the shares to be issued calculated using a share price at as 29 February 2020. REMUNERATION FOR NON-EXECUTIVE DIRECTORS The non-executive directors all receive a fee and annual allocation of shares each year to cover all their duties. The current annual remuneration is: From 1 March 2020 From 1 March 2019 Share awards Fees Share awards £10,000 £10,000 £60,000 £70,000 £10,000 £10,000 Fees £60,000 £70,000 £20,000 £120,000 £20,000 £70,000 Pierre Cuilleret Iain McDonald Brian Small NED NED and Chairman of Remuneration Committee Deputy Chairman, SID, Chairman of Audit and Nomination Committees The above remuneration will be reviewed annually by the board. Iain McDonald Chairman of the Remuneration Committee 21 April 2020 57 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS The directors are responsible for preparing financial statements for each financial year, which give a true and fair view, in accordance with applicable Jersey law and International Financial Reporting Standards, of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: 5 select suitable accounting policies and then apply them consistently; 5 make judgements and estimates that are reasonable and prudent; 5 state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and 5 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law, 1991. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. John Lyttle Neil Catto 21 April 2020 58 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BOOHOO GROUP PLC REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS OPINION In our opinion, boohoo group plc’s group financial statements and company financial statements (the “financial statements”): 5 give a true and fair view of the state of the group’s and of the company’s affairs as at 29 February 2020 and of the group’s profit, the company’s loss and the group’s and the company’s cash flows for the year then ended; 5 have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and 5 have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991. We have audited the financial statements, included within the Annual report and financial statements (the “Annual Report”), which comprise: the consolidated and company statements of financial position as at 29 February 2020; the consolidated and company statements of comprehensive income, the consolidated and company cash flow statements, and the consolidated and company statements of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. OUR AUDIT APPROACH Overview: MATERIALITY 5 Overall group materiality: £4.6 million (2019: £3 million), based on 5% of profit before tax 5 Overall company materiality: £2.2 million (2019: £1.5 million), based on the lower of component and statutory materiality (statutory materiality based on 1% of total assets) AUDIT SCOPE KEY AUDIT MATTERS 5 We have audited both of the group’s material trading entities (boohoo.com UK Limited and PrettyLittleThing.com Limited) together with boohoo group plc (the parent company of the group) which account for 91% and 88% of consolidated revenue and profit before tax respectively 5 Valuation of inventory (Group) 5 Valuation of provision for returns (Group) 5 Consideration of the impact of COVID-19 (Group and Company) The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, 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, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC 59 59 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BOOHOO GROUP PLC (CONTINUED) KEY AUDIT MATTER VALUATION OF INVENTORY Refer to note 16 Inventories The gross value of inventory at the year end was £107.6 million (2019: £71.2 million), against which a provision of £7.4 million (2019: £5.2 million) was recorded. The group operates in a dynamic and fast moving fashion market which inherently means there is a risk of inventory falling out of fashion and therefore becoming difficult to sell above cost. The provisioning policy is primarily based on the age of items, with additional amounts recognised against stock lines that management expect to be discounted. Stock items that management expect to sell at a discount via alternatives to its website are written down to reflect this discounted sales price. The quantity of individual inventory lines and the rate at which new lines are added, combined with the total value of gross inventory, makes the calculation of the related provision material to the financial statements. VALUATION OF PROVISION FOR RETURNS Refer to note 19 Trade and other payables Included in trade and other payables is a provision for returns relating to sales made pre year end that are expected to be returned post year end. The group offers a returns policy on all sales which is extended for faulty items. Management calculated the returns provision using historical returns data, combined with the gross value of sales made in the final two months of the year. CONSIDERATION OF THE IMPACT OF COVID-19 Refer to the Review of the Business (page 12) and the Directors’ Report (page 43) which disclose the impact of the COVID-19 pandemic. The existence of COVID-19 was a condition that existed as at the balance sheet date. Management considered its impact on the Group and Company’s financial statements and concluded that there was no material impact on the financial statements, including in respect of the impairment of certain assets, or on provisions or estimates made. Since the UK Government’s announcement of the nationwide lockdown, the potential impact of COVID-19 has become more significant. As a result, management has invested a significant amount of time to fully consider the implications on the Group’s and Company’s going concern assessment by modelling severe but plausible downside scenarios. Management has concluded that the Group and Company expect to trade solvently under these scenarios for at least 12 months from the date of this report. The Directors have therefore prepared the Group and Company financial statements on a going concern basis, and believe this assumption remains appropriate. HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER We have reviewed management’s provisioning policy, compared it to the prior year and assessed its appropriateness given our knowledge of the group. We have tested the validity of the data used as the basis for management’s inventory provision calculation, including the aged stock listing, and found it to be accurate and complete. We have reviewed the post year end financial information to identify any significant unprovided inventory write offs with none noted. We have tested management’s calculation of the inventory provision based on the underlying data and group accounting policy and found this to be accurate. We have reviewed management’s provisioning policy and found it to be consistent with the prior year and appropriate given the circumstances. In doing this we have reviewed the group’s published returns policy and ensured this is accurately reflected in the calculation. We have tested the validity of the inputs to management’s provision for returns calculations and found these to be accurate and complete. This specifically included listings of sales and credit notes during the year. We have compared the year end provision to actual credit notes raised subsequent to the year end related to sales made prior to the year end and found no significant differences. We have considered the potential impact of COVID-19 on the balance sheet, specifically around the valuation of inventory, the provisioning for future returns and recoverability of receivables and concluded that there were no indicators of a material impact on amounts included in the Group or Company financial statements. We evaluated management’s severe but plausible downside scenarios, including actions available to management to mitigate the potential impacts of COVID-19. Based on the information available at the time of the approval of the Annual reports and financial statements, we consider the scenarios to be appropriate as a means to assess the impact of COVID-19 on future sales and other inputs to the Group’s business model. We challenged management on the key assumptions included within the scenarios modelled and confirmed management’s mitigatory actions are within their control. We reviewed management’s disclosures in relation to the potential impact of COVID-19 and concluded they are consistent with the downside scenarios which have been modelled. Our conclusions relating to going concern are set out in the ‘Conclusions related to going concern’ section below. 60 60 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS HOW WE TAILORED THE AUDIT SCOPE We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. The group comprises the following entities: boohoo group plc, parent company of the group; boohoo.com UK Limited, PrettyLittleThing.com Limited, Nasty Gal Limited, MissPap UK Limited, Karenmillen.com Limited, CoastLondon.com Limited, which are trading entities that are based in the UK; and eleven non-trading entities. The group audit team in the UK performed an audit of the complete financial information of boohoo group plc, boohoo.com UK Limited and PrettyLittleThing.com Limited, which we regarded as financially significant components of the group. These components accounted for 91% of the consolidated revenue and 88% of consolidated profit before tax for the group. MATERIALITY The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: OVERALL MATERIALITY £4.6 million (2019: £3 million). £2.2 million (2019: £1.5 million). GROUP FINANCIAL STATEMENTS COMPANY FINANCIAL STATEMENTS HOW WE DETERMINED IT 5% of profit before tax. RATIONALE FOR BENCHMARK APPLIED Profit before tax is the key measure used both internally by the Board and, we believe, through reading Directors’ presentations to analysts, externally by shareholders in evaluating the performance of the group. Based on the lower of component and statutory materiality (statutory materiality based on 1% of total assets). Total assets is appropriate, as it is not a profit-oriented company. The company holds all investments in subsidiaries and therefore total assets is deemed the most appropriate benchmark. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between £2.2 million and £4.4 million. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £231,000 (Group audit) (2019: £150,000) and £110,000 (Company audit) (2019: £75,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. CONCLUSIONS RELATING TO GOING CONCERN We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you where: 5 the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or 5 the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s and company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s and company’s ability to continue as a going concern. REPORTING ON OTHER INFORMATION The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or any form of assurance thereon. In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities. 61 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BOOHOO GROUP PLC (CONTINUED) RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT Responsibilities of the directors for the financial statements As explained more fully in the Statement of directors’ responsibilities in respect of the annual report and financial statements set out on page 58, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 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 company or to cease operations, or have no realistic alternative but to do so. Auditors’ 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 auditors’ 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. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Article 113A of the Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. OTHER REQUIRED REPORTING Companies (Jersey) Law 1991 exception reporting Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion: 5 we have not received all the information and explanations we require for our audit; or 5 proper accounting records have not been kept by the company, or proper returns adequate for our audit have not been received from branches not visited by us; or 5 the company financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. PricewaterhouseCoopers LLP Chartered Accountants Manchester 21 April 2020 62 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 29 FEBRUARY 2020 Revenue Cost of sales Gross profit Distribution costs Exceptional distribution costs Other distribution costs Administrative expenses Exceptional administrative expenses Amortisation of acquired intangibles Other administrative expenses Other income Operating profit Finance income Finance expense Profit before tax Taxation Profit for the year Profit for the year attributable to: Owners of the parent company Non-controlling interests Total other comprehensive income/(expense) for the year Impact of adoption of IFRS 16 Loss/(gain) reclassified to profit and loss during the year Fair value (loss)/gain on cash flow hedges during the year (1) Total comprehensive income for the year Total comprehensive income attributable to: Owners of the parent company Non-controlling interests Earnings per share Basic Diluted Note 2 3 4 6 10 7 2020 £000 1,234,876 (568,640) 666,236 (278,252) – (278,252) (297,326) – (5,120) (292,206) 238 90,896 1,716 (390) 92,222 (19,339) 72,883 63,669 9,214 72,883 (532) 1,280 (13,617) 60,014 50,800 9,214 60,014 5.48p 5.35p 2019 (restated) £000 856,920 (387,926) 468,994 (207,083) (6,162) (200,921) (203,470) (505) (4,449) (198,516) 239 58,680 1,320 (144) 59,856 (12,397) 47,459 43,584 3,875 47,459 – (2,337) 2,229 47,351 43,476 3,875 47,351 3.78p 3.71p (1) Net fair value gains on cash flow hedges will be reclassified to profit or loss during the three years to 28 February 2023. The 2019 figures have been restated to adjust the non-controlling interest in PrettyLittleThing.com Limited from £9,687,000 to £3,875,000 and restate the basic earnings per share from 3.27p to 3.78p and diluted earnings per share from 3.22p to 3.71p (see note 1). All activities relate to continuing operations. The notes on pages 67 to 90 form part of these financial statements. 63 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 29 FEBRUARY 2020 Assets Non-current assets Intangible assets Property, plant and equipment Right-of-use assets Financial assets Deferred tax Current assets Inventories Trade and other receivables Financial assets Current tax receivable Cash and cash equivalents Total current assets Total assets Liabilities Current liabilities Trade and other payables Interest-bearing loans and borrowings Lease liabilities Financial liabilities Current tax liability Total current liabilities Non-current liabilities Interest-bearing loans and borrowings Lease liabilities Financial liabilities Deferred tax Total liabilities Net assets Equity Share capital Share premium Capital redemption reserve Hedging reserve EBT reserve Translation reserve Reconstruction reserve Non-controlling interest Retained earnings Total equity Note 2020 £000 11 12 13 24 15 16 17 24 18 19 20 21 24 20 21 24 15 22 42,255 119,216 14,591 4,467 5,980 186,509 99,107 31,828 6,599 – 245,448 382,982 569,491 (194,810) (2,382) (5,400) (8,678) (6,636) (217,906) (2,382) (10,753) (6,922) (3,593) (241,556) 327,935 11,680 608,447 100 (4,534) (17,075) 11 (515,282) 17,262 227,326 327,935 2019 (restated) £000 27,165 108,498 - 3,756 4,034 143,453 66,806 22,576 5,883 3,186 197,872 296,323 439,776 (154,351) (2,382) - (1,421) (3,939) (162,093) (4,764) - (415) (2,102) (169,374) 270,402 11,631 606,086 100 7,803 (2,174) – (515,282) 8,381 153,857 270,402 The 2019 figures have been restated to adjust the non-controlling interest in PrettyLittleThing.com Limited from £19,064,000 to £8,381,000 and increase retained earnings by the same (see note 1). The notes 1 to 28 form part of these financial statements. These financial statements of boohoo group plc, registered number 114397, on pages 63 to 90 were approved by the board of directors on 21 April 2020 and were signed on its behalf by: John Lyttle Neil Catto Directors 64 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Share capital £000 Share premium £000 Capital redemption premium £000 Hedging reserve £000 EBT reserve £000 Translation reserve £000 Recon- struction reserve £000 Non- controlling interest £000 Retained earnings £000 Total equity £000 Balance at 28 February 2018 11,496 602,578 100 7,911 (351) 168 (515,282) 4,018 102,141 212,779 Profit for the year Other comprehensive income/(expense): Gain reclassified to profit and loss in revenue Fair value gain on cash flow hedges during the year Total comprehensive income for the year Issue of shares Share-based payments credit Excess deferred tax on share-based payments Non-controlling interests’ increase in share of net assets Translation of foreign operations – – – – 135 – – – – – – – – 3,508 – – – – – – – – – – – – – – (2,337) 2,229 – – – (108) – – – (1,823) – – – – – – – – – – – – – – – (168) – 3,875 43,584 47,459 – – – – – – – – – – – – (2,337) 2,229 3,875 – 246 43,584 – 5,032 47,351 1,820 5,278 – 3,342 3,342 242 – (242) – – (168) Balance at 28 February 2019 11,631 606,086 100 7,803 (2,174) – (515,282) 8,381 153,857 270,402 Impact of adoption of IFRS 16 Profit for the year Other comprehensive income/(expense): Loss reclassified to profit and loss in revenue Fair value loss on cash flow hedges during the year Total comprehensive income for the year Issue of shares Share-based payments credit Excess deferred tax on share- based payments Translation of foreign operations Non-controlling interests’ increase in share of net assets Dividend paid to non-controlling interests – – – – – 49 – – – – – – – – – – 2,361 – – – – – – – – – – – – – – – – – – 1,280 (13,617) – – – – (12,337) – – – (14,901) – – – – – – – – – – – – – – – – – 11 – – – – – – – – – – – – – (18) 9,214 (514) 63,669 (532) 72,883 – – – – 1,280 (13,617) 9,196 250 512 63,155 – 10,445 60,014 (12,241) 10,957 20 – 2,172 – 2,192 11 2,303 (2,303) – (3,400) – (3,400) Balance at 29 February 2020 11,680 608,447 100 (4,534) (17,075) 11 (515,282) 17,262 227,326 327,935 The 2019 figures have been restated to adjust the non-controlling interest in PrettyLittleThing.com Limited of £8,761,000 as at 28 February 2018 to £4,018,000 and the NCI share of the profit for the year to 28 February 2019 from £9,687,000 to £3,875,000. In addition, there is an adjustment for the share of net assets attributable to the non-controlling interest increasing each year (see note 1). The notes on pages 67 to 90 form part of these financial statements. 65 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 29 FEBRUARY 2020 Cash flows from operating activities Profit for the year Adjustments for: Share-based payments charge Depreciation charges and amortisation Loss on sale of fixed assets Finance income Finance expense Tax expense Increase in inventories Increase in trade and other receivables Increase in trade and other payables Cash generated from operations Tax paid Net cash generated from operating activities Cash flows from investing activities Acquisition of intangible assets Acquisition of property, plant and equipment Proceeds from the sale of fixed assets Finance income received Net cash used in investing activities Cash flows from financing activities Proceeds from the issue of ordinary shares Purchase of own shares by EBT Finance expense paid Dividend paid to non-controlling interests Lease payments Repayment of borrowings Net cash used in financing activities Increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Notes 1 to 28 form part of these financial statements. Note 2020 £000 2019 £000 72,883 47,459 16 17 19 11 12 10,957 24,650 294 (1,716) 390 19,339 126,797 (32,301) (9,434) 42,219 127,281 (11,610) 115,671 (23,158) (22,404) – 1,807 (43,755) 2,665 (14,906) (286) (3,400) (6,031) (2,382) (24,340) 47,576 197,872 245,448 5,278 13,921 24 (1,320) 144 12,397 77,903 (18,558) (4,935) 57,513 111,923 (10,361) 101,562 (3,237) (43,630) 59 1,249 (45,559) 3,653 (1,833) (144) – – (2,382) (706) 55,297 142,575 197,872 66 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 1 ACCOUNTING POLICIES General information boohoo group plc is a public limited company incorporated and domiciled in Jersey and listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Its registered office address is: 12 Castle Street, St Helier, Jersey, JE2 3RT. The company was incorporated on 19 November 2013. Basis of preparation The consolidated financial statements of the group have been approved by the directors and prepared on a going concern basis in accordance with International Financial Reporting Standards as adopted by the European Union (Adopted IFRSs), IFRS IC Interpretations and the Companies (Jersey) Law 1991. The financial statements have been approved on the assumption that the group and company remain a going concern as explained on page 44. The impact of the COVID-19 crisis on the future prospects of the group is not quantifiable at the date of this report, as the length of restrictions and impact on consumers globally is outside of what any business is able to predict. However, we have modelled a scenario with a substantial reduction in revenue from April 2020 until June 2020, with some recovery from July 2020 to September 2020. We have also modelled a shut- down of the business until February 2021, as an unlikely, but worst possible, case. Both scenarios show the group and company has sufficient funds to continue trading solvently, even before obtaining any potential government loans. Change of accounting policy, non-controlling interest – restatement of 2019 financial statements Following a review of the accounting treatment of the non-controlling interest of shareholders in PrettyLittleThing.com Limited (PLT), it has been determined that the restrictions imposed by the Shareholders’ Agreement require the proportion of the non-controlling interests’ share of the profits of PLT to accrue in accordance with certain terms of the agreement and not as 34% as previously stated. The accumulated profit attributable to non-controlling interests of £8,761,000 as at 28 February 2018 has been adjusted to £4,018,000 and the share of profits for the year to 28 February 2019 from £9,687,000 to £3,875,000 and the difference added to retained earnings. The share of profits recognised by the non-controlling interest increases each year by 20% of 34% of the earnings of PLT from 20% of 34% to 100% of 34% over the five-year period of the agreement, as does the non-controlling interests’ share of the net assets. Basic earnings per share of boohoo group plc in 2019 has changed from 3.27p to 3.78p and diluted earnings per share from 3.22p to 3.71p. The adjusted diluted earnings per share is calculated on the same basis as in previous years at 34% of the net assets and profits, reflecting the fact that the reported non-controlling interest will accumulate to 34% at the end of the five-year period of the Shareholders’ Agreement in February 2022. 67 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 1 ACCOUNTING POLICIES (CONTINUED) The impact of the restatement of non-controlling interest on the opening balance sheet is shown below: Assets Non-current assets Intangible assets Property, plant and equipment Right-of-use assets Financial assets Deferred tax Current assets Inventories Trade and other receivables Financial assets Current tax receivable Cash and cash equivalents Total current assets Total assets Liabilities Current liabilities Trade and other payables Interest-bearing loans and borrowings Lease liabilities Financial liabilities Current tax liability Total current liabilities Non-current liabilities Interest-bearing loans and borrowings Lease liabilities Financial liabilities Deferred tax Total liabilities Net assets Equity Share capital Share premium Capital redemption reserve Hedging reserve EBT reserve Translation reserve Reconstruction reserve Non-controlling interest (restated) Retained earnings (restated) Total equity 2018 (restated) £000 2018 (reported) £000 30,877 71,994 – 2,445 6,479 111,795 48,248 17,499 6,770 – 142,575 215,092 326,887 30,877 71,994 – 2,445 6,479 111,795 48,248 17,499 6,770 – 142,575 215,092 326,887 (96,670) (2,382) – (837) (4,505) (96,670) (2,382) – (837) (4,505) (104,394) (104,394) (7,146) – (467) (2,101) (114,108) 212,779 11,496 602,578 100 7,911 (351) 168 (515,282) 8,761 97,398 212,779 (7,146) – (467) (2,101) (114,108) 212,779 11,496 602,578 100 7,911 (351) 168 (515,282) 4,018 102,141 212,779 68 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS New and amended standards adopted by the group The following new standards, and amendments to standards, have been adopted by the group for the first time for the financial year beginning on 1 March 2019: 5 IFRS 16, ‘Leases’; 5 IFRIC 23, Uncertainty over income tax treatment; 5 Annual improvements IFRS 3 ‘Business Combinations’, IAS 12 ‘Income taxes’, IAS 23 ‘Borrowing costs’; 5 Amendments to IFRS 9 ‘Financial Instruments’ – Prepayment features and negative compensation; and 5 Amendments to IAS 39 and IFRS 7 interest rate benchmark reform. Other than IFRS 16, ‘Leases’, the adoption of these standards did not have a material impact on the group consolidated financial statements. The group has adopted IFRS 16, ‘Leases’, effective for accounting periods commencing 1 January 2019 and applied the modified retrospective approach and the exemption for low value or short leases. Comparatives have not been restated and the cumulative impact of adoption has been recognised as a decrease in net assets and a corresponding decrease in retained earnings as at 1 March 2019. The right-of-use asset has been measured at the carrying amount as if the standard had been applied since the commencement of the lease, discounted using the incremental borrowing rate of 1.8% at transition. The present value of the lease liabilities is discounted at the group’s incremental borrowing cost. The lease liability brought on to the balance sheet at transition is £18.5 million and the right-of-use asset £16.1 million. The overall decrease in retained earnings is £0.5 million. The impact on the income statement had no material effect on profit before tax for the year to 29 February 2020, with adjusted EBITDA increasing by £4.9 million, depreciation increasing by £4.7 million and finance costs increasing by £0.2 million. Within the cash flow statement, there are changes in the classification of cash flows, with £2.6 million of lease payments classified as financing cash flows and £0.1 million as interest payments. The impact on the opening balance sheet is as follows: Non-current assets Right-of-use assets – property, plant and equipment Deferred income tax asset Current liabilities Financial liabilities – lease liabilities Accruals Non-current liabilities Financial liabilities – lease liabilities Total decrease in retained earnings at 1 March 2019 Reconciliation of the lease liabilities at 1 March 2019 to the operating lease commitments at 28 February 2019: Operating lease commitments disclosed at 28 February 2019 Third-party warehouse services contract – revised treatment as operating lease Restated operating lease commitments at 28 February 2019 Discounted using the lessee’s incremental borrowing rate at the date of initial application Additional lease liability recognised as at 1 March 2019 Analysed as: Current lease liabilities Non-current lease liabilities 1 March 2019 £000 16,116 109 (4,933) 1,791 (13,615) (532) £000 6,259 12,800 19,059 (511) 18,548 4,933 13,615 69 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 1 ACCOUNTING POLICIES (CONTINUED) From 1 March 2019, the group’s lease policy is summarised as follows: A right-of-use asset and lease liability is recognised at the lease commencement date. The right-of-use asset is initially recognised at cost, comprising the initial amount of the lease liability plus any initial direct costs incurred, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. The lease liability is initially measured as the present value of the lease payments at the commencement date, discounted using the incremental borrowing rate. The lease liability is measured at amortised cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in an index or a rate or a change in the group’s assessment of whether it will exercise an extension or termination option. When the lease liability is re-measured, a corresponding adjustment is made to the right-of-use asset. Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the group and/or company The following standards have been published and are mandatory for accounting periods beginning after 1 March 2020 but have not been early adopted by the group or company and could have an impact on the group and company financial statements: 5 Amendments to IFRS 3, ‘Business combinations’, definition of a business; 5 Amendments to IAS 1, ‘Presentation of financial statements’, and IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ definition of material Measurement convention The consolidated financial statements have been prepared under the historical cost convention, excluding financial assets and financial liabilities (including derivative instruments) held at fair value through profit or loss. The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of consolidation The group financial statements consolidate those of its subsidiaries and the Employee Benefit Trust. All intercompany transactions between group companies are eliminated. Subsidiaries are entities controlled by the group. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred to the acquirer. Subsidiary undertakings acquired during the year are accounted for using the acquisition method of accounting. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The cost of the acquisition is the aggregate of the fair values of the assets and liabilities and equity instruments issued on the acquisition date. The excess of the cost of acquisition over the group’s share of the fair values of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the assets, the difference is recognised directly in the statement of comprehensive income. The Employee Benefit Trust is considered to be a special purpose entity in which the substance of the relationship is that of control by the group in order that the group may benefit from its control. The assets held by the trust are consolidated into the group. Business combinations The group uses the acquisition method of accounting for business combinations of entities not under common control. Separable identifiable assets and liabilities are measured initially at their fair values on the acquisition date. Any non-controlling interest is measured at either fair value or at the non-controlling interest’s share of the acquiree’s net assets. Acquisition costs are expensed as incurred. The excess of any consideration paid over the fair value of the net assets is recognised as goodwill and any shortfall of consideration paid against the fair value of net assets is recognised directly in the statement of comprehensive income. Intangible assets Trademarks and licences are stated at cost less accumulated amortisation and impairment losses and are amortised over their expected lives of ten years and charged to administrative expenses. Customer lists are amortised over expected customer lifetime value of three years. The costs of acquiring or developing software are recorded as intangible assets and stated at cost less accumulated amortisation and impairment losses. The costs include the payroll costs of employees directly associated with the project and other direct external material and service costs. Costs are capitalised only where there is an identifiable project that will bring future economic benefit. Other website development and maintenance costs are expensed in the statement of comprehensive income. Software costs are amortised over three to five years based on their estimated useful lives and charged to administrative expenses in the statement of comprehensive income. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate property, plant and equipment. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of each item of property, plant and equipment is written off evenly over its estimated remaining useful life. Depreciation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment, as follows: short leasehold assets over the life of the lease or 2%; buildings 2%; motor vehicles and computer equipment 33%; and fixtures and fittings 33%, 20%, 10% or 7%. The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each reporting date. 70 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Financial instruments Financial instruments are recognised at fair value and subsequently re-measured at fair value at the end of each reporting date. Derivative financial instruments and cash flow hedges The group holds derivative financial instruments to hedge its foreign currency exposures. These derivatives, classified as cash flow hedges, are initially recognised at fair value and then re-measured at fair value at the end of each reporting date. Hedging instruments are documented at inception and effectiveness is tested throughout their duration. Changes in the value of cash flow hedges are recognised in other comprehensive income and any ineffective portion is immediately recognised in the income statement. If the firm commitment or forecast transaction that is the subject of a cash flow hedge results in the recognition of a non-financial asset or liability, then at the time the asset is recognised, the associated gains or losses on the derivative that had been previously recognised in other comprehensive income are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or liability, amounts deferred in other comprehensive income are recognised in the statement of comprehensive income in the same period in which the hedged item affects net profit. Trade and other receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Under IFRS 9, effective from 1 January 2018, the group elected to use the simplified approach to measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables and contract assets that result from transactions that are within the scope of IFRS 15, irrespective of whether they contain a significant financing component or not. Under the new accounting standard, the group continues to establish a provision for impairment of trade receivables when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. In addition, IFRS 9 requires the group to consider forward looking information and the probability of default when calculating expected credit losses. The measurement of expected credit losses reflects an unbiased and probability-weighted amount that is determined by evaluating the range of possible outcomes as well as incorporating the time value of money. The group considers reasonable and supportable customer-specific and market information about past events, current conditions and forecasts of future economic conditions when measuring expected credit losses. The amount of the provision is the difference between the carrying amount and the present value of estimated future cash flows of the asset, discounted, where material, at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement within administrative expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administrative expenses in the income statement. Trade and other payables Trade and other payables are recorded initially at fair value. Subsequent to this, they are measured at amortised cost. Inventories Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Inventories are valued on a first in first out basis. Inventory includes the cost price of estimated returns. Cash and cash equivalents Cash and cash equivalents, for the purpose of the cash flow statement and the statement of financial position, comprises cash in bank. Revenue Revenue is attributable to the one principal activity of the business. Revenue represents net invoiced sales of goods including postage and packing receipts, excluding value added tax. Revenue from the sale of goods is recognised when the customer has received the products, which is when it is considered that the performance obligations have been met, and is adjusted for actual returns and a provision for expected returns. Internet sales are paid by customers at the time of ordering using a variety of payments methods. Wholesale sales are paid in accordance with agreed credit terms with business customers. A provision for returns, based on historical customer return rates, is deducted from revenue. Rebates Retrospective rebates from suppliers are accounted for in the period to which the rebate relates to the extent that it is reasonably certain that the rebate will be received. Early settlement discounts are taken when payment is made. Leasing commitments Rentals paid under low value and short-term operating leases are charged to the statement of comprehensive income on a straight line basis over the period of the lease. Finance costs Interest payable is recognised in the statement of comprehensive income as it accrues in respect of the effective interest rate method. Finance income Interest receivable is recognised in the statement of comprehensive income as it is earned. Pension costs The group contributes to a Group Personal Pension Scheme for certain employees under a defined contribution scheme. The costs of these contributions are charged to the statement of comprehensive income on an accruals basis as they become payable under the scheme rules. 71 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 1 ACCOUNTING POLICIES (CONTINUED) Share-based payments The group issues equity-settled share-based payments in the parent company to certain employees in exchange for services rendered. These awards are measured at fair value on the date of the grant using an option pricing model and expensed in the statement of comprehensive income on a straight-line basis over the vesting period after making an allowance for the estimated number of shares that are estimated will not vest. The level of vesting is reviewed and adjusted annually. Free shares awarded are expensed immediately. Taxation Tax on the profit for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous years. Deferred tax is recognised on 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 manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting 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 is provided for on the fair value of intangible assets acquired in subsidiaries. Foreign currency translation The results and cash flows of overseas subsidiaries are translated at the average monthly exchange rates during the period. The statement of financial position of each overseas subsidiary is translated at the year end rate. The resulting exchange differences are recognised in a translation reserve in equity and are reported in other comprehensive income. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates on the day of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the year end rate and exchange differences are recognised in the statement of comprehensive income. Exceptional items Items of expenditure or income that are material and out of the ordinary course of business are separately identified and labelled as “exceptional” so the reader of the financial statements can understand the underlying business performance as well as the exceptional items. Significant estimates and judgements The preparation of financial statements in conformity with IFRS as adopted by the EU requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ from these estimates and any subsequent changes are accounted for when such information becomes available. The judgements, estimates and assumptions that are the most subjective or complex are discussed below: Returns provision The provision for sales returns is estimated based on recent historical returns and management’s best estimates and is allocated to the period in which the revenue is recorded. Actual returns could differ from these estimates. The historic difference between the provision estimate and the actual results, known at a later stage, has never been, nor is expected to be, material. A difference of 1%pt in the percentage of sales returns rate would have an impact of +/- £1 million on reported revenue and +/- £0.4 million on operating profit. Inventory valuation Inventory is carried at the lower of cost or net realisable value. The judgement of net realisable value may be different from the future actual value realised, but that difference is not expected ever to be material. A difference of 1%pt in the provision as a percentage of gross inventory would give rise to a difference of +/- £1.0m in gross margin. Option to acquire the minority stake in PrettyLittleThing.com Limited The company has an option to buy the 34% non-controlling interest in PrettyLittleThing.com Limited (“PrettyLittleThing”, formerly 21Three Clothing Company Limited) for market value or a lesser sum, depending upon financial performance over the five years to 2022. The performance period for the option commenced on 1 March 2017 and has attracted an equity-settled share-based payment charge over the five-year performance period in accordance with IFRS 2, as detailed in note 25. 72 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 2 SEGMENTAL ANALYSIS IFRS 8, ‘Operating Segments’, requires operating segments to be determined based on the group’s internal reporting to the chief operating decision maker. The chief operating decision maker is considered to be the executive board, which has determined that the primary segmental reporting format of the group for 2020 is by business unit. This is based on the group’s management and internal reporting structure, i.e. boohoo including boohooMAN, PrettyLittleThing (“PLT”), Nasty Gal and other brands. The executive board assesses the performance of each segment based on revenue and gross profit after distribution expenses and before administrative expenses. Revenue Cost of sales Gross profit Distribution costs Segment result Administrative expenses – other Amortisation of acquired intangibles Other income Operating profit Finance income Finance expense Profit before tax Revenue Cost of sales Gross profit Distribution costs Exceptional distribution costs Segment result Administrative expenses – other Exceptional administrative expenses Amortisation of acquired intangibles Other income Operating profit Finance income Finance expense Profit before tax Year ended 29 February 2020 boohoo PrettyLittleThing £000 £000 Nasty Gal £000 600,733 (284,937) 315,796 (127,322) 188,474 – – – – – – – 516,334 (229,122) 287,212 (127,752) 159,460 – – – – – – – 98,833 (45,301) 53,532 (20,532) 33,000 – – – – – – – Other £000 18,976 (9,280) 9,696 (2,646) 7,050 – – – – – – – Year ended 28 February 2019 boohoo £000 PrettyLittleThing £000 Nasty Gal £000 Other £000 434,565 (204,474) 230,091 (98,901) – 131,190 – – – – – – – – 374,445 (162,687) 211,758 (90,000) (6,162) 115,596 – – – – – – – – 47,910 (20,765) 27,145 (12,020) – 15,125 – – – – – – – – – – – – – – – – – – – – – – Total £000 1,234,876 (568,640) 666,236 (278,252) 387,984 (292,206) (5,120) 238 90,896 1,716 (390) 92,222 Total £000 856,920 (387,926) 468,994 (200,921) (6,162) 261,911 (198,516) (505) (4,449) 239 58,680 1,320 (144) 59,856 Due to the nature of its activities, the group is not reliant on any individual customers. No analysis of the assets and liabilities of each operating segment is provided to the chief operating decision maker in the monthly management accounts, therefore no measure of segmental assets or liabilities is disclosed in this note. Non-current assets located outside the UK comprise offices in the USA with a net book value of £2.6 million. 73 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 2 SEGMENTAL ANALYSIS (CONTINUED) Revenue by geographic region UK Rest of Europe USA Rest of world 3 OTHER INCOME Property rental income 4 FINANCE INCOME AND EXPENSE Finance income: Bank interest received Finance expense: Loan interest paid Finance expense: IFRS 16 lease interest 5 AUDITORS’ REMUNERATION Audit of these financial statements Disclosure below based on amounts receivable in respect of services to the group Amounts receivable by auditors and their associates in respect of: Audit of financial statements of subsidiaries pursuant to legislation Other services relating to taxation Other advisory services 6 PROFIT BEFORE TAX Profit before tax is stated after charging: Short-term operating lease rentals for buildings Equity-settled share-based payment charges Acquisition and restructuring costs Exceptional items – warehouse relocation Depreciation of property, plant and equipment Depreciation of right-of-use assets Amortisation of intangible assets Amortisation of acquired intangible assets 2020 £000 679,275 188,424 263,622 103,555 1,234,876 2019 £000 488,199 115,124 166,262 87,335 856,920 2020 £000 238 2020 £000 1,716 (128) (262) 2020 £000 10 225 141 13 389 2020 £000 176 10,957 1,261 – 11,483 5,099 2,948 5,120 2019 £000 239 2019 £000 1,320 (144) – 2019 £000 10 138 96 81 325 2019 £000 2,235 5,278 – 6,667 6,972 – 2,500 4,449 The exceptional items relate to the additional costs of relocation of all the inventory held by PrettyLittleThing to a third-party managed warehouse in July 2018. 74 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 7 EARNINGS PER SHARE Basic earnings per share is calculated by dividing profit after tax attributable to members of the holding company by the weighted average number of shares in issue during the year. Own shares held by the Employee Benefit Trust are eliminated from the weighted average number of shares. Diluted earnings per share is calculated by dividing the profit after tax attributable to members of the holding company by the weighted average number of shares in issue during the year, adjusted for potentially dilutive share options. Weighted average shares in issue for basic earnings per share Dilutive share options Weighted average shares in issue for diluted earnings per share Earnings (£000) Basic earnings per share Diluted earnings per share Earnings (£000) Adjusting items: Amortisation of intangible assets arising on acquisitions Share-based payment charges Exceptional items – warehouse relocation Adjustment for tax Pro-forma non-controlling interest adjustment to 34% Adjustment for non-controlling interest Adjusted earnings Adjusted basic earnings per share Adjusted diluted earnings per share 2020 2019 (restated) 1,161,374,887 27,741,137 1,154,130,568 20,304,294 1,189,116,024 1,174,434,862 63,669 5.48p 5.35p 43,584 3.78p 3.71p 63,669 43,584 5,120 10,957 – (2,973) (6,143) (691) 69,939 6.02p 5.88p 4,449 5,278 6,667 (3,050) (5,812) (2,335) 48,781 4.23p 4.15p Basic earnings per share in 2019 has been restated from 3.27p to 3.78p and diluted earnings per share from 3.22p to 3.71p, following the revised non-controlling interest accounting. Adjusted earnings and adjusted earnings per share gives a more consistent measure of the underlying performance of the business excluding non- cash accounting charges relating to the amortisation of intangible assets valued upon acquisitions, non-cash share-based payment charges, other exceptional items and increasing the non-controlling interest in PrettyLittleThing.com Limited to 34% of net profit for the year, as in previous years (see note 1). 8 STAFF NUMBERS AND COSTS The average monthly number of persons employed by the group (including directors) during the year, analysed by category, was as follows: Number of employees Administration Distribution The aggregate payroll costs of these persons were as follows: Wages and salaries Social security costs Post-employment benefits Equity-settled share-based payment charges 2020 1,599 1,020 2,619 2020 £000 84,892 8,721 1,715 10,957 106,285 2019 1,303 885 2,188 2019 £000 62,505 6,419 1,123 5,278 75,325 75 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 9 DIRECTORS’ AND KEY MANAGEMENT COMPENSATION Short-term employee benefits Post-employment benefits Equity-settled share-based payment charges 2020 £000 15,087 180 2,204 17,471 2019 £000 10,616 217 907 11,740 Directors’ and key management compensation comprises the group directors and executive committee members. Directors’ emoluments and pension payments of boohoo group plc are detailed in the directors’ remuneration report on page 52. 10 TAXATION Analysis of charge in year Current tax on income for the year Adjustments in respect of prior year taxes Deferred taxation Tax on profit 2020 £000 18,766 628 (55) 19,339 2019 £000 12,409 (54) 42 12,397 Income tax expense computations are based on the jurisdictions in which taxable profits were earned at prevailing rates in those jurisdictions. The company is subject to Jersey income tax at the standard rate of 0%. The reconciliation below relates to tax incurred in the UK where the group is tax resident. The total tax charge differs from the amount computed by applying the UK rate of 19.0% for the year (2019: 19.0%) to profit before tax as a result of the following: Profit before tax Profit before tax multiplied by the standard rate of corporation tax of the UK of 19.0% (2019: 19.0%) Effects of: Expenses not deductible for tax purposes Change in deferred tax rate Adjustments in respect of prior year taxes Overseas tax differentials Depreciation on ineligible assets Tax on profit Tax recognised in the statement of changes in equity Deferred tax credit on movement in tax base of share options No current tax was recognised in other comprehensive income (2019: £nil). 2020 £000 92,222 17,522 419 49 628 12 709 2019 £000 59,856 11,373 454 – (54) 5 619 19,339 12,397 2,192 3,342 76 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 11 INTANGIBLE ASSETS Cost Balance at 28 February 2018 Additions Disposals Balance at 28 February 2019 Additions Disposals Balance at 29 February 2020 Accumulated amortisation Balance at 28 February 2018 Amortisation for year Disposals Balance at 28 February 2019 Amortisation for year Disposals Balance at 29 February 2020 Net book value At 29 February 2018 At 28 February 2019 At 29 February 2020 Patents and licences £000 Trademarks £000 Customer lists £000 Computer software £000 319 307 – 626 – (12) 614 211 74 – 285 133 (12) 406 108 341 208 25,070 – – 25,070 19,070 – 44,140 2,674 2,507 – 5,181 3,355 – 8,536 22,396 19,889 35,604 5,826 – – 5,826 300 – 6,126 2,209 1,942 – 4,151 1,765 – 5,916 3,617 1,675 210 11,044 2,930 (2,096) 11,878 3,788 (1,118) 14,548 6,288 2,426 (2,096) 6,618 2,815 (1,118) 8,315 4,756 5,260 6,233 Total £000 42,259 3,237 (2,096) 43,400 23,158 (1,130) 65,428 11,382 6,949 (2,096) 16,235 8,068 (1,130) 23,173 30,877 27,165 42,255 Within the statement of comprehensive income, amortisation of acquired intangible assets (trademarks and customer lists) of £5,120,000 (2019: £4,449,000) is shown separately. The amount of amortisation included in distribution costs is £393,000 (2019: £648,000) and in administrative expenses is £2,555,000 (2019: £1,852,000). 77 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 12 PROPERTY, PLANT AND EQUIPMENT Short leasehold £000 Fixtures and fittings £000 Computer equipment £000 Motor vehicles £000 Cost Balance at 28 February 2018 Additions Exchange differences Disposals Balance at 28 February 2019 Additions Exchange differences Disposals Balance at 29 February 2020 Accumulated depreciation Balance at 28 February 2018 Depreciation charge for the year Exchange differences Disposals Balance at 28 February 2019 Depreciation charge for the year Exchange differences Disposals Balance at 29 February 2020 Net book value At 28 February 2018 At 28 February 2019 At 29 February 2020 2,223 3,896 – (94) 6,025 3,639 – (509) 9,155 711 566 – (94) 1,183 1,788 – (270) 2,701 1,512 4,842 6,454 35,444 36,775 – (375) 71,844 15,663 – (618) 86,889 5,093 4,646 – (364) 9,375 7,176 – (563) 15,988 30,351 62,469 70,901 3,537 1,575 – (592) 4,520 2,123 – (330) 6,313 1,734 1,144 – (592) 2,286 1,573 – (330) 3,529 1,803 2,234 2,784 439 115 – (123) 431 437 – – 868 133 127 – (51) 209 170 – – 379 306 222 489 Land & buildings £000 38,980 1,269 (73) – 40,176 542 94 – 40,812 958 489 (2) – 1,445 776 3 – 2,224 Total £000 80,623 43,630 (73) (1,184) 122,996 22,404 94 (1,457) 144,037 8,629 6,972 (2) (1,101) 14,498 11,483 3 (1,163) 24,821 38,022 38,731 38,588 71,994 108,498 119,216 The amounts of depreciation included in the statement of comprehensive income in distribution costs is £7,065,000 (2019: £4,003,000) and in administrative expenses is £4,418,000 (2019: £2,969,000). 13 RIGHT-OF-USE ASSETS Cost Transition on adoption of IFRS 16 on 1 March 2019 Additions Balance at 29 February 2020 Accumulated depreciation Depreciation for year Balance at 29 February 2020 Net book value At 1 March 2019 At 29 February 2020 Short leasehold £000 23,524 3,554 27,078 7,388 5,099 12,487 16,136 14,591 78 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 14 INVESTMENTS The subsidiaries held and consolidated in these financial statements are set out below: Name of company Principal activity Country of incorporation Address Percentage ownership Holdings Direct investment Boohoo Holdings Limited Indirect investments ABK Limited boohoo.com UK Limited Boo Who Limited boohoo.com USA Limited boohoo.com USA Inc boohoo.com Australia Pty Ltd boohoo France SAS boohoo Germany GmbH PrettyLittleThing.com Limited 21Three Clothing Company Limited Dormant PrettyLittleThing.com USA Inc Nasty Gal.com Limited Nasty Gal.com USA Inc MissPap UK Limited Karenmillen.com Limited CoastLondon.com Limited Dormant Trading Dormant Dormant Marketing office Marketing office Marketing office Marketing office Trading Marketing office Trading Marketing office Trading Trading Trading UK 49-51 Dale St, Manchester Jersey UK UK UK USA Australia France Germany UK UK USA UK USA UK UK UK 12 Castle St, St Helier, Jersey 49-51 Dale St, Manchester 49-51 Dale St, Manchester 49-51 Dale St, Manchester 8431 Melrose Pl, Los Angeles 468 St Kilda Road, Melbourne 15, rue Bachaumont, Paris Tucholskystrasse 13, Berlin Wellington Mill, Pollard Street East, Manchester Wellington Mill, Pollard Street East, Manchester 1209 Orange Street, Wilmington 49-51 Dale St, Manchester 2135 Bay Street, Los Angeles 49-51 Dale St, Manchester 49-51 Dale St, Manchester 49-51 Dale St, Manchester 100% 100% 100% 100% 100% 100% 100% 100% 100% 66% 66% 66% 100% 100% 100% 100% 100% 15 DEFERRED TAX Assets Asset at 28 February 2018 Recognised in statement of comprehensive income Debit in equity Asset at 28 February 2019 Recognised in statement of comprehensive income Credit in equity Asset at 29 February 2020 Liabilities Liability at 28 February 2018 Recognised in statement of comprehensive income Liability at 28 February 2019 Recognised in statement of comprehensive income Liability at 29 February 2020 Depreciation in excess of capital allowances £000 Share-based payments £000 160 (73) – 87 158 – 245 6,319 32 (2,404) 3,947 1,388 400 5,735 Capital allowances in excess of depreciation £000 – (495) (495) (1,935) (2,430) Business combinations £000 (2,101) 494 (1,607) 444 (1,163) Total £000 6,479 (41) (2,404) 4,034 1,546 400 5,980 Total £000 (2,101) (1) (2,102) (1,491) (3,593) Recognition of the deferred tax assets is based upon the expected generation of future taxable profits. The deferred tax asset is expected to be recovered in more than one year’s time and the deferred tax liability will reverse in more than one year’s time as the intangible assets are amortised. 79 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 16 INVENTORIES Finished goods Finished goods – returns 2020 £000 89,826 9,281 99,107 2019 £000 59,005 7,801 66,806 The value of inventories included within cost of sales for the year was £566,514,000 (2019: £386,895,000). An impairment provision of £7,411,000 (2019: £5,181,000) was charged to the statement of comprehensive income. There were no write-backs of prior period provisions during the year. 17 TRADE AND OTHER RECEIVABLES Trade receivables Prepayments Accrued income Taxes and social security receivable 2020 £000 20,603 7,309 295 3,621 31,828 2019 £000 14,201 5,126 386 2,863 22,576 Trade receivables represent amounts due from wholesale customers and advance payments to suppliers. The fair value of trade and other receivables is not materially different from the carrying value. Where specific trade receivables are not considered to be at risk and requiring a provision, the trade receivables impairment provision is calculated using the simplified approach to the expected credit loss model, based on the following percentages: Age of trade receivable 60 – 90 days past due 91 – 120 days past due Over 121 days past due 2020 % 1 5 90 2019 % 1 5 90 The provision for impairment of receivables is charged to administrative expenses in the statement of comprehensive income. The maturing profile of unsecured trade receivables and the provisions for impairment are as follows: Due within 30 days Provision for impairment Due in 31 to 90 days Provision for impairment Past due Provision for impairment Total amounts due and past due Total provision for impairment 2020 £000 13,157 (2,392) 9,971 (1,010) 877 – 24,005 (3,402) 20,603 2019 £000 7,943 – 7,972 (1,714) 295 (295) 16,210 (2,009) 14,201 80 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 18 CASH AND CASH EQUIVALENTS At start of year Net movement during year Effect of exchange rates At end of year 19 TRADE AND OTHER PAYABLES Trade payables Amounts owed to related party undertakings (note 23) Other creditors Accruals Provision for liabilities Deferred income Taxes and social security payable 2020 £000 197,872 46,889 687 245,448 2020 £000 33,915 2 2,735 99,300 29,291 10,702 18,865 194,810 The fair value of trade payables is not materially different from the carrying value. The provision for liabilities comprises: Provision at 1 March 2019 Movements in provision charged/(credited) to income statement: Prior year provision utilised Increase in provision in current year Provision at 29 February 2020 Dilapidations £000 1,550 – 2,650 4,200 Returns £000 17,362 (17,362) 25,091 25,091 2019 £000 142,575 55,350 (53) 197,872 2019 £000 33,930 – 1,730 81,930 18,912 8,453 9,396 154,351 Total £000 18,912 (17,362) 27,741 29,291 81 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 20 INTEREST-BEARING LOANS AND BORROWINGS This note provides information about the contractual terms of the group’s interest-bearing loans and borrowings, which are measured at amortised cost. Non-current liabilities Secured bank loans Current liabilities Current portion of secured bank loans 2020 £000 2019 £000 2,382 4,764 2,382 2,382 Terms and debt repayment schedule Currency Nominal interest rate Secured bank loan GB£ LIBOR + 0.95% Year of maturity 2022 2020 £000 4,764 2019 £000 7,146 The loan is repayable in instalments over the five years to 2022. The loan is secured by a debenture comprising fixed and floating charges over all the assets and undertakings of boohoo.com UK Limited of £164.6 million (2019: £131.7 million), including all present and future freehold property, book and other debts, chattels and goodwill, both present and future. Movement in financial liabilities Opening balance Interest accrued Interest paid Capital paid Closing balance 21 LEASE LIABILITIES Minimum lease payments due Within 1 year £000 1-2 years £000 2-5 years £000 5-10 years £000 5,597 (197) 5,400 4,599 (125) 4,474 6,353 (74) 6,279 – – – 29 February 2020 Lease payments Finance charges Net present value Current lease liability Non-current lease liability Total 2020 £000 7,146 128 (128) (2,382) 4,764 More than 10 years £000 – – – 2020 £000 5,400 10,753 16,153 2019 £000 9,528 144 (144) (2,382) 7,146 Total £000 16,549 (396) 16,153 2019 £000 – – – 82 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 22 SHARE CAPITAL AND RESERVES 1,168,033,762 authorised and fully paid ordinary shares of 1p each (2019: 1,163,143,830) 2020 £000 11,680 2019 £000 11,631 During the year, a total of 5,109,478 shares were issued under the share incentive plans (2019: 13,574,314). On 27 February 2020, 16,925 (2019: 31,223) new ordinary shares were issued to non-executive directors as part of their annual remuneration. The directors do not recommend the payment of a dividend so that cash is retained in the group for capital expenditure projects that are required for the rapid growth and efficiency improvements of the business and for suitable business acquisitions (2019: £nil). 23 RELATED PARTY DISCLOSURES Company transacting with the related party Nature of relationship 2020 £000 2019 £000 Related party Amounts included in the statement of financial position Amounts owed to related party undertakings Kamani Commercial Property Limited boohoo.com UK Limited Common directors and shareholders 2 Lease liabilities Kamani Commercial Property Limited Common directors and shareholders Kamani Commercial Property Limited PrettyLittleThing.com Limited Common directors and shareholders boohoo.com UK Limited 3,068 86 Amounts included in the statement of comprehensive income Purchases The Pinstripe Property Investment Common directors and shareholders Co. Limited Kamani Construction Limited Common directors and shareholders Kamani Commercial Property Limited PrettyLittleThing.com Limited Common directors and shareholders boohoo.com UK Limited boohoo.com UK Limited Admin costs – marketing The White Cube Creative Limited boohoo.com UK Limited Kamani Global Investments Limited boohoo.com UK Limited Director of supplier is the husband of Carol Kane, boohoo group plc director Common directors and shareholders Depreciation – right of use assets Kamani Commercial Property Limited Common directors and shareholders Kamani Commercial Property Limited PrettyLittleThing.com Limited Common directors and shareholders Common directors and shareholders Pinstripe Hong Kong Limited boohoo.com UK Limited boohoo.com UK Limited 1 207 – 65 8 762 127 60 The company has an option to buy the non-controlling interest of 34% of the share capital of PrettyLittleThing.com Limited (formerly 21Three Clothing Company Limited) on 14 March 2022 for market value or less, subject to performance criteria. Umar Kamani, the son of Mahmud Kamani, executive chairman and director of boohoo group plc, is a director and shareholder of PrettyLittleThing.com Limited. Related party transactions are considered to be on arm’s length commercial terms. – – – – – 23 86 12 675 145 58 83 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 24 FINANCIAL INSTRUMENTS (a) Fair values of financial instruments Trade and other receivables The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date if the effect is material. Trade and other payables The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date if the effect is material. Cash and cash equivalents The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the reporting date. Interest-bearing borrowings Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. Cash flow hedges Fair value is calculated using forward interest rate points to restate the hedge to fair market value. Fair values Financial assets Cash and cash equivalents Cash flow hedges Trade and other receivables Financial liabilities Cash flow hedges Trade and other payables Interest-bearing loans and borrowings 2020 £000 245,448 11,066 24,519 281,033 2020 £000 15,600 184,108 4,764 204,472 2019 £000 197,872 9,639 17,450 224,961 2019 £000 1,836 145,898 7,146 154,880 (b) Credit risk Financial risk management Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the group’s receivables from customers and hedging and other financial activities. The group faces minimal credit risk from trade receivables as customers pay for their orders in full at the time of purchase and third-party sales are to a small number of large established corporations. The risk of default from related party undertakings is considered low. (c) Liquidity risk Financial risk management Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group’s approach to managing liquidity is to use both short-term and long-term cash forecasts to assist in monitoring cash flow requirements. 84 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS (d) Capital risk Financial risk management Capital risk is the risk that the group will not be able to continue as a going concern. The group’s approach to managing capital risk is to safeguard the group’s ability to continue as a going concern by securing an appropriate mix of debt and equity funding, a strong credit rating and sufficient headroom. The capital structure is regularly reviewed to ensure it is appropriate to the group’s strategic objectives. The funding requirements of the group are ascertained by regular cash flow forecasts and projections. At 29 February 2020, the group had capital of £568.6 million (2019: £461.1 million), comprising equity of £327.9 million (2019: £270.4 million) and net cash of £240.7 million (2019: £190.7 million). (e) Foreign currency risk Financial risk management The group trades internationally and is exposed to exchange rate risk on purchases and sales, primarily in Australian dollars, euros and US dollars. The group’s results are presented in sterling and are exposed to exchange rate risk on translation of foreign currency assets and liabilities. The group’s approach to managing foreign currency risk is to use financial instruments in the form of forward foreign exchange contracts to hedge foreign currency cash flows. The fair value of forward foreign exchange contracts recognised in the statement of financial position within financial assets at 29 February 2020 was £11,066,000 (2019: £9,639,000) and within financial liabilities was £15,600,000 (2019: £1,836,000). The non-current element of the financial assets is £4,467,000 (2019: £3,756,000) and of financial liabilities is £6,922,000 (2019: £415,000). Cash flows related to these contracts will occur during the three years to 28 February 2023 and gains or losses will be recognised in the statement of comprehensive income during those periods. The amount recognised in other comprehensive income during the year is a loss of £13,617,000 (2019: £2,229,000 profit) and the amount reclassified from other comprehensive income to profit and loss in revenue during the year is a loss of £1,280,000 (2019: £2,337,000 gain). 25 SHARE-BASED PAYMENTS Summary of movements in awards Number of shares ESOP LTIP SIP SAYE Total Outstanding at 28 February 2018 Granted during the year Lapsed during the year Exercised during the year 18,839,734 8,682,705 (1,616,806) (9,243,008) 2,734,192 1,462,212 (747,445) – 2,040,788 1,878,814 (22,512) (977,752) 8,315,998 1,395,314 (736,837) (4,331,306) 31,930,712 13,419,045 (3,123,600) (14,552,066) Outstanding at 28 February 2019 16,662,625 3,448,959 2,919,338 4,643,169 27,674,091 Exercisable at 28 February 2019 2,579,226 – 1,070,540 33,644 3,683,410 Granted during the year Lapsed during the year Exercised during the year 10,890,334 (1,107,247) (2,294,250) 2,288,000 (44,565) (845,465) 2,074,748 (84,855) (413,251) 2,018,980 (545,710) (1,556,512) 17,272,062 (1,782,377) (5,109,478) Outstanding at 29 February 2020 24,151,462 4,846,929 4,495,980 4,559,927 38,054,298 Exercisable at 29 February 2020 2,195,821 434,971 654,910 525,535 3,811,237 Weighted average exercise price pence 69.56 148.40 135.86 24.97 123.25 24.32 165.43 183.06 46.22 150.52 35.97 The group recognised a total expense of £10,957,000 during the year (2019: £5,278,000) relating to equity-settled share-based payment transactions. 85 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 25 SHARE-BASED PAYMENTS (CONTINUED) Employee Stock Ownership Plan (ESOP) The 2014 ESOP allows the grant of options to selected employees and executive directors of the group, based on a predetermined aggregate EBITDA target for the three financial years 2015 to 2017. The 2015 ESOP allows the grant of options to selected employees and executive directors of the group. With the exception of Neil Catto (CFO), there are no performance criteria. Neil Catto’s options are subject to achieving performance criteria based on a predetermined aggregate EBITDA target and a measure of Total Shareholder Return for the four financial years ending 2016 to 2019. The 2016 to 2019 ESOPs allow the grant of options to selected employees of the group, without any performance criteria. Options may be granted by either the board or the trustees of the Employee Benefit Trust. Date of grant 14/03/14 27/03/14 22/05/15 09/06/16 13/06/17 28/06/18 03/10/18 30/04/19 23/07/19 28 February Granted during the year no. of shares 2019 no. of shares Lapsed during the year no. of shares Exercised during the year no. of shares 851,870 73,320 1,654,036 1,930,000 4,117,500 8,001,164 34,735 – – – – – – – – – 102,834 10,787,500 – – – (75,000) (234,270) (432,982) – – (364,995) (239,800) (73,320) (816,200) (1,109,085) (35,730) (20,115) – – – 29 February 2020 no. of shares 612,070 – 837,836 745,915 3,847,500 7,548,067 34,735 102,834 10,422,505 16,662,625 10,890,334 (1,107,247) (2,294,250) 24,151,462 Exercise price pence 50.00 50.00 25.75 57.75 244.50 201.95 230.18 266.95 219.65 Exercise period 14/03/17 – 13/03/24 27/03/17 – 26/03/24 22/05/18 – 21/05/25 09/06/19 – 08/06/26 13/06/20 – 12/06/27 28/06/21 – 28/06/28 03/10/21 – 03/10/28 30/04/22 – 30/04/29 23/07/22 –23/07/29 The ESOP options were valued using a Black-Scholes model. The inputs into the model were as follows: Grant date Share price at grant date Exercise price Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Possibility of ceasing employment before vesting Expectations of meeting performance criteria Fair value per option (pence) 14/03/14 50.00 50.00 26 612,070 3 33.33% 10 3 0.976% 0% 26% 78% 11.93 22/05/15 25.75 25.75 56 837,836 3 36.33% 10 3 0.966% 0% 16% 100% 6.64 09/06/16 57.75 57.75 102 13/07/17 244.50 244.50 168 745,915 3,847,500 3 40.85% 10 3.5 0.192% 3 36.75% 10 3 0.523% 28/06/18 201.95 201.95 336 7,548,067 3 44.17% 10 3.5 0.723% 03/10/18 239.00 230.18 4 23/07/19 219.65 219.65 405 34,735 10,422,505 3 41.85% 10 3.5 0.434% 3 43.37% 10 3.5 0.869% 0% 0% 0% 0% 0% 30% 30% 30% 30% 25% 100% 14.76 100% 73.35 100% 66.47 100% 80.92 100% 68.10 30/04/19 245.70 266.95 13 102,834 3 43.14% 10 3.5 0.787% 0% 30% 85% 72.40 Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period for grant dates up to 2016 and from the company’s share price volatility from 2017. 86 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Long Term Incentive Plan (“LTIP”) The LTIPs allow the grant of options to executive directors and senior management of the group, based on a predetermined aggregate Earnings per Share and Total Shareholder Return targets for three financial years. Options may be granted by either the board or the trustees of the Employee Benefit Trust. Date of grant 30/06/16 13/06/17 28/06/18 03/10/18 11/12/19 28 February Granted during the year no. of shares 2019 no. of shares Lapsed during the year no. of shares Exercised during the year no. of shares 1,280,436 783,062 1,132,947 252,514 – – – – – – (44,565) – (845,465) – – – 29 February 2020 no. of shares 434,971 783,062 1,088,382 252,514 – 2,288,000 – – 2,288,000 3,448,959 2,288,000 (44,565) (845,465) 4,846,929 Exercise price pence 1.00 1.00 1.00 1.00 1.00 Exercise period 30/06/19 – 29/06/26 13/06/20 – 12/06/27 28/06/21 – 28/06/28 03/10/21 – 03/10/28 21/04/22 – 21/04/29 The LTIP options were valued using a Black-Scholes model. The inputs into the model were as follows: Grant date Share price at grant date Exercise price Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Possibility of ceasing employment before vesting Expectations of meeting performance criteria Fair value per option (pence) 30/06/16 57.25 1.00 5 434,971 3 37.06% 10 3 0.173% 0% 41% 97% 56.26 13/06/17 244.50 1.00 13 783,062 3 40.85% 10 3.5 0.192% 0% 43% 65% 243.51 28/06/18 201.95 1.00 14 1,088,382 3 44.17% 10 3.5 0.723% 0% 34% 75% 200.97 03/10/18 230.18 1.00 5 252,514 3 43.37% 10 3.5 0.869% 0% 34% 75% 238.03 11/12/19 245.70 1.00 25 2,288,000 3 43.14% 10 3.5 0.787% 0% 35% 85% 244.70 Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period for grant dates up to 2016 and from the company’s share price volatility from 2017. Share Incentive Plan (“SIP”) Under the terms of the SIP, the board or the trustees of the Employee Benefit Trust grant free shares to every employee under an HMRC approved SIP. Awards must be held in trust for a period of at least three years after grant date and become exercisable at this date. There are no performance criteria. Date of grant 14/03/14 02/04/14 19/06/15 27/09/18 25/07/19 28 February Granted during the year no. of shares 2019 no. of shares Lapsed during the year no. of shares Exercised during the year no. of shares 432,405 27,395 610,740 1,848,798 – – – – – 2,074,748 – – (10,713) (44,086) (30,056) (232,322) (21,916) (150,679) (6,566) (1,768) 29 February 2020 no. of shares 200,083 5,479 449,348 1,798,146 2,042,924 2,919,338 2,074,748 (84,855) (413,251) 4,495,980 Exercise price pence nil nil nil nil nil Exercise period 14/03/17 – 13/03/24 02/04/17 – 01/04/24 19/06/18 – 18/06/25 27/09/21 – 27/09/28 25/07/22 – 25/07/29 87 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 25 SHARE-BASED PAYMENTS (CONTINUED) Share Incentive Plan (“SIP”) (continued) The SIP options were valued using a Black-Scholes model. The inputs into the model were as follows: Grant date Share price at grant date Exercise price Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Possibility of ceasing employment before vesting Expectations of meeting performance criteria Fair value per option (pence) 14/03/14 50.00 nil 78 200,083 3 33.33% 10 3 0.976% 0% 44% 100% 50.00 02/04/14 54.75 nil 5 5,479 3 33.20% 10 3 1.143% 0% 37% 100% 54.75 19/06/15 28.00 nil 178 449,348 3 35.89% 10 3 0.979% 0% 30% 100% 28.00 27/09/18 213.10 nil 1,971 25/07/19 226.00 nil 2,347 1,798,146 2,042,924 3 41.77% 10 3.5 0.462% 0% 35% 100% 226.00 3 42.75% 10 3.5 0.883% 0% 34% 100% 213.10 Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period up to 2016 and from the company’s share price volatility from 2017. Save As You Earn (“SAYE”) scheme Under the terms of the SAYE scheme, the board or the trustees of the Employee Benefit Trust grants options to purchase ordinary shares in the company to employees who enter into an HMRC-approved SAYE scheme for a term of three years. Options are granted at up to a 20% discount to the market price of the shares on the day preceding the date of offer and are exercisable for a period of six months after completion of the SAYE contract. Date of grant 29/06/15 25/10/16 13/11/17 31/10/18 30/10/19 28 February Granted during the year no. of shares 2019 no. of shares Lapsed during the year no. of shares Exercised during the year no. of shares 33,644 2,085,074 1,172,446 1,352,005 – – – – – 2,018,980 – (48,432) (168,584) (244,076) (84,618) (33,644) (1,511,107) (10,057) (1,704) – 29 February 2020 no. of shares – 525,535 993,805 1,106,225 1,934,362 Exercise price pence 21.40 78.80 169.00 189.88 216.92 4,643,169 2,018,980 (545,710) (1,556,512) 4,559,927 Exercise period 29/06/18 – 28/12/18 25/10/19 – 24/04/20 13/11/20 – 12/05/21 31/10/21 – 01/05/22 30/10/22 – 30/10/23 The SAYE options were valued using a Black-Scholes model. The inputs into the model were as follows: Grant date Share price at grant date Exercise price Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Possibility of ceasing employment before vesting Expectations of meeting performance criteria Fair value per option (pence) 25/10/16 119.25 78.80 297 525,535 3 38.40% 3.5 3 0.277% 0% 30% 100% 51.02 06/11/17 209.25 169.00 539 993,805 3 41.67% 3.5 3 0.513% 0% 43% 100% 76.86 31/10/18 212.90 189.88 570 1,106,225 3 43.36% 3.5 3 0.760% 0% 43% 100% 72.90 30/10/19 271.15 216.92 791 1,934,362 3 40.39% 3.5 3 0.463% 0% 42% 100% 93.90 Expected volatility was found using a historical volatility calculator with reference to the share price of competitors over a three-year period for grant dates up to 2016 and from the company’s share price volatility from 2017. 88 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Share-based payment charge for option to acquire shares in PrettyLittleThing Under the terms of the Shareholders’ Agreement relating to 21 Three Clothing Company Limited (company name now changed to PrettyLittleThing.com Limited) (“PLT”), boohoo group plc has the option to acquire the remaining 34% of the share capital of PLT at any time after 28 February 2022. As there are performance conditions that determine the price boohoo will pay for the shares, if the option is exercised, this gives rise to a share-based payments charge in the accounts of PLT and hence in the group accounts also. This charge is not for the issue of shares in boohoo group plc but for the shares that are already held by the directors of PLT and which boohoo has the option to acquire at the end of the option period in 2022 or sooner if the directors leave or default. The price payable for the shares could be based on 100% of the market value if maximum performance conditions are met or £1.2 million plus 74% of the market value if none of the performance criteria are met. Performance between minimum and maximum is calculated on a pro-rata basis. The market value used in the calculation will take into account a minority interest discount of up to 30%. The performance criteria are a range of EBITDA targets and sales targets as follows: Fiscal year ending 28/02/2018 28/02/2019 28/02/2020 28/02/2021 28/02/2022 Minimum threshold Maximum threshold EBITDA £2,462,000 £3,201,000 £4,001,000 £4,801,000 £5,522,000 Sales £57,789,000 £69,347,000 £79,749,000 £91,711,000 £100,882,000 EBITDA £2,645,000 £3,702,000 £4,998,000 £6,498,000 £8,122,000 Sales £62,412,000 £81,136,000 £101,420,000 £126,775,000 £154,665,000 The share price was calculated using a discounted cash flow method using a discount rate of 40% and perpetuity growth rate of 2.1% on management’s four-year projections as at March 2017. The option was valued using a Monte-Carlo simulation model. The inputs into the model were as follows: Grant date Share price at grant date, discounted for minority interest Minority interest discount factor Number of employees Shares under option Vesting period (years) Expected volatility Option life (years) Expected life (years) Risk free rate Expected dividends expressed as a dividend yield Possibility of ceasing employment before vesting Expectations of meeting performance criteria Total option fair value 01/03/17 £26,329 45% 2 340 5 60.00% 5 5 0.42% 0% 0% Ranging from 15% to 90% depending on the year £206,764 Expected volatility was found using a historical volatility calculator with reference to the share price of comparators over a five-year period. 89 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 26 CAPITAL COMMITMENTS Capital expenditure contracted for at the end of the reporting year but not yet incurred is as follows: Property, plant and equipment 2020 £000 9,797 2019 £000 – 27 OPERATING LEASES The group has lease agreements in respect of property, plant and equipment, for which the payments extend over a number of years. The totals of future minimum lease payments under non-cancellable operating leases due in each period are: Within one year Within two to five years In more than five years 2020 £000 4 – – 4 2019 £000 1,966 4,032 261 6,259 28 CONTINGENT LIABILITIES From time to time, the group can be subject to various legal proceedings and claims that arise in the ordinary course of business, which may include cases relating to the group’s brand and trading name. All such cases brought against the group are robustly defended and a liability is recorded only when it is probable that the case will result in a future economic outflow and that the outflow can be reliably measured. As at 29 February 2020, there are no pending claims or proceedings against the group, which are expected to have a material adverse effect on its liquidity or operations. 90 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS COMPANY STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 29 FEBRUARY 2020 Administrative expenses Operating loss Finance income Loss before tax Taxation Loss and total comprehensive loss for the year The notes on pages 95 to 98 form part of these financial statements. Note 3 2020 £000 (6,415) (6,415) 1,379 (5,036) 929 (4,107) 2019 £000 (3,424) (3,424) 1,942 (1,482) 274 (1,208) 91 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC COMPANY STATEMENT OF FINANCIAL POSITION AT 29 FEBRUARY 2020 ASSETS Non-current assets Investments Total non-current assets Current assets Other receivables Current tax receivable Cash and cash equivalents Total current assets Total assets LIABILITIES Current liabilities Other payables Total current liabilities Net assets Equity Share capital Share premium EBT reserve Accumulated losses Total equity Note 2020 £000 2019 £000 4 5 6 8 319,994 319,994 56,342 944 20,854 78,140 312,195 312,195 60,264 275 31,871 92,410 398,134 404,605 (1,726) (1,726) (36) (36) 396,408 404,569 11,680 608,447 (17,075) (206,644) 396,408 11,631 606,086 (2,174) (210,974) 404,569 The notes on pages 95 to 98 form part of these financial statements. These financial statements of boohoo group plc, registered number 114397, on pages 91 to 98 were approved by the board of directors on 21 April 2020 and were signed on its behalf by: John Lyttle Neil Catto Directors 92 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS COMPANY STATEMENT OF CHANGES IN EQUITY Balance at 28 February 2018 (restated) Issue of shares Purchase of shares by EBT Share-based payments credit Loss for the year and total comprehensive loss Balance at 28 February 2019 Issue of shares Purchase of shares by EBT Share-based payments credit Loss for the year and total comprehensive loss Share capital £000 11,496 135 – – – 11,631 49 – – – Share premium £000 602,578 3,508 – – – 606,086 2,361 – – – EBT reserve £000 (351) 10 (1,833) – – (2,174) 5 (14,906) – – Accumulated losses £000 (213,888) – – 4,122 (1,208) (210,974) – – 8,437 (4,107) Total equity £000 399,835 3,653 (1,833) 4,122 (1,208) 404,569 2,415 (14,906) 8,437 (4,107) Balance at 29 February 2020 11,680 608,447 (17,075) (206,644) 396,408 The notes on pages 95 to 98 form part of these financial statements. 93 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC COMPANY CASH FLOW STATEMENT FOR THE YEAR ENDED 29 FEBRUARY 2020 Cash flows from operating activities Loss for the year Adjustments for: Share-based payments Finance income Tax income Loss before tax before changes in working capital and provisions Decrease in other receivables Decrease in other payables Net cash outflow from operating activities Cash flows from investing activities Interest received Tax received Net cash inflow from investing activities Cash flows from financing activities Proceeds from the issue of ordinary shares Purchase of own shares by EBT Net cash (outflow)/ inflow from financing activities (Decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year The notes on pages 95 to 98 form part of these financial statements. 2020 £000 (4,107) 637 (1,379) (929) (5,778) 3,871 1,690 (217) 1,431 260 1,474 2,415 (14,906) (12,491) (11,017) 31,871 20,854 2019 £000 (1,208) – (1,942) (274) (3,424) 2,935 – (489) 1,902 120 1,533 3,653 (1,833) 1,820 3,353 28,518 31,871 94 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) 1 ACCOUNTING POLICIES General information boohoo group plc is a public limited company incorporated and domiciled in Jersey and listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Its registered office address is: 12 Castle Street, St Helier, Jersey, JE2 3RT. The company was incorporated on 19 November 2013. Basis of preparation The financial statements of the company have been prepared in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations, as adopted by the European Union and the Companies (Jersey) Law 1991. As at the year end, these are the standards, subsequent amendments and related interpretations issued and adopted by the International Accounting Standards Board (“IASB”) that have been endorsed by the European Union. These financial statements are prepared on a going concern basis as explained on page 44 of the directors’ report, under the historical cost convention. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 1 of the consolidated financial statements. A summary of the more important policies adopted in dealing with items that are considered material to the company and are not specifically included in the policies in the notes to the consolidated financial statements are shown below. Further required disclosures are included in note 1 of the consolidated financial statements on page 67. Income Dividend income is recognised when the right to receive payment is established. Investments Investments are accounted for at cost unless there is evidence of a permanent diminution in value, in which case they are written down to their estimated realisable value. Any such provision, together with any realised gains and losses, is included in the statement of comprehensive income. boohoo group plc is required to recognise share-based payment arrangements involving equity instruments where boohoo group plc has remunerated those providing services to the entity in this way. boohoo group plc makes contributions to boohoo.com UK Limited equal to the charge for the share-based payment arrangement, which is reflected as an increase in boohoo group plc’s investment in boohoo.com UK Limited. Significant estimates and judgements The preparation of financial statements in conformity with IFRS as adopted by the EU requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ from these estimates and any subsequent changes are accounted for when such information becomes available. There are no significant judgements, estimates and assumptions. 2 DIRECTORS’ EMOLUMENTS AND STAFF COSTS Directors’ emoluments and pension payments are detailed in the directors’ remuneration report on page 52. Directors’ emoluments incurred by the parent company are as follows: Short-term employee benefits 2020 £000 5,313 2019 £000 2,628 95 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE COMPANY FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 3 TAXATION Analysis of credit in year Current tax on income for the year Adjustments in respect of prior year taxes Tax on loss 2020 £000 (944) 15 (929) 2019 £000 (275) 1 (274) The total tax charge differs from the amount computed by applying the UK rate of 19% for the year (2019: 19%) to loss before tax as a result of the following: Loss before tax Loss before tax multiplied by the standard blended rate of corporation tax of the UK of 19% (2019: 19%) Effects of: Expenses not deductible for tax purposes Adjustments in respect of prior year taxes Tax on loss The company’s loss for this financial year is taxed at an effective UK rate of 19%. There is no tax payable in Jersey. 2020 £000 (5,036) (957) 13 15 (929) 2019 £000 (1,482) (282) 7 1 (274) 4 INVESTMENTS Cost Balance at 28 February 2018 Additions Balance at 28 February 2019 Additions Balance at 29 February 2020 Impairment Balance at 28 February 2018 Balance at 28 February 2019 Balance at 29 February 2020 Net book value At 28 February 2018 At 28 February 2019 At 29 February 2020 Investments £000 Capital contribution £000 521,223 – 521,223 – 521,223 218,000 218,000 218,000 303,223 303,223 303,223 4,851 4,121 8,972 7,799 16,771 – – – 4,851 8,972 16,771 Total £000 526,074 4,121 530,195 7,799 537,994 218,000 218,000 218,000 308,074 312,195 319,994 The capital contribution represents the value of the share-based payment charges that are expensed in the subsidiary’s financial statements for shares issued under the share option schemes in the company. 96 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS At 29 February 2020, the company’s subsidiaries were as follows: Name of company Principal activity Country of incorporation Address Holdings Direct investment Boohoo Holdings Limited Indirect investments ABK Limited boohoo.com UK Limited Boo Who Limited boohoo.com USA Limited boohoo.com USA Inc boohoo.com Australia Pty Ltd boohoo France SAS boohoo Germany GmbH PrettyLittleThing.com Limited 21Three Clothing Company Limited Dormant PrettyLittleThing.com USA Inc Nasty Gal.com Limited Nasty Gal.com USA Inc MissPap UK Limited Karenmillen.com Limited CoastLondon.com Limited Dormant Trading Dormant Dormant Marketing office Marketing office Marketing office Marketing office Trading Marketing office Trading Marketing office Trading Trading Trading UK 49-51 Dale St, Manchester Jersey UK UK UK USA Australia France Germany UK UK USA UK USA UK UK UK 12 Castle St, St Helier, Jersey 49-51 Dale St, Manchester 49-51 Dale St, Manchester 49-51 Dale St, Manchester 8431 Melrose Pl, Los Angeles 468 St Kilda Road, Melbourne 15, rue Bachaumont, Paris Tucholskystrasse 13, Berlin Wellington Mill, Pollard Street East, Manchester Wellington Mill, Pollard Street East, Manchester 1209 Orange Street, Wilmington 49-51 Dale St, Manchester 2135 Bay Street, Los Angeles 49-51 Dale St, Manchester 49-51 Dale St, Manchester 49-51 Dale St, Manchester Percentage ownership 100% 100% 100% 100% 100% 100% 100% 100% 100% 66% 66% 66% 100% 100% 100% 100% 100% 5 OTHER RECEIVABLES Prepayments and accrued income Receivable from subsidiary undertaking 2020 £000 133 56,209 56,342 2019 £000 189 60,075 60,264 The fair value of other receivables is not materially different to their carrying value. The receivable is due on demand and attracts interest at commercial rates as described in the related party note below. The directors believe that the receivable from the subsidiary undertaking of £56,209,000 as at 29 February 2020 is fully recoverable. 6 OTHER PAYABLES Accruals and deferred income The fair value of other payables is not materially different to their carrying value. 2020 £000 1,726 2019 £000 36 97 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC NOTES TO THE COMPANY FINANCIAL STATEMENTS (FORMING PART OF THE FINANCIAL STATEMENTS) (CONTINUED) 7 FINANCIAL INSTRUMENTS (a) Fair values of financial instruments Trade and other receivables The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date if the effect is material. Trade and other payables The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date if the effect is material. Cash and cash equivalents The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the reporting date. Fair values Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables 2020 £000 20,854 56,209 77,063 2020 £000 1,726 2019 £000 31,871 60,075 91,946 2019 £000 36 (b) Credit risk Financial risk management Credit risk is the risk of financial loss to the group if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the company’s receivables from related parties. The company faces minimal credit risk from trade receivables and the risk of default from related party undertakings is considered low. 8 SHARE CAPITAL 1,168,033,762 authorised and fully paid ordinary shares of 1p each (2019: 1,163,143,830) 2020 £000 11,680 2019 £000 11,631 During the year, 5,109,478 shares were issued under the share incentive plans (2019: 13,574,314). On 27 February 2020, 16,925 new ordinary shares were issued to non-executive directors as part of their annual remuneration (2019: 31,223). 9 RELATED PARTY TRANSACTIONS During the year, the company entered into transactions in the ordinary course of business with related parties as follows: Costs recharged by subsidiary undertakings Interest recharged to subsidiary undertakings 2020 £000 (4,033) 946 (3,087) 2019 £000 (4,140) 1,547 (2,593) Administrative expenses incurred by boohoo.com UK Limited on behalf of the company were recharged to the company and interest on the company’s loan to boohoo.com UK Limited was recharged at commercial rates to boohoo.com UK Limited. 98 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Revenue Cost of sales Gross profit Distribution costs Administrative expenses Other income Operating profit Net finance income Profit before tax Taxation Profit for the year Other comprehensive income/(expense) for the year, net of income tax Impact of adoption of IFRS 16 Net fair value gain/(loss) on cash flow hedges Total comprehensive income for the year Total comprehensive income (restated) attributable to: Owners of the parent Non-controlling interests Total comprehensive income Earnings per share (restated) Basic Diluted 2016 £000 195,394 (82,483) 112,911 (45,501) (53,756) 1,392 15,046 628 15,674 (3,236) 12,438 – (5,661) 6,777 6,777 – 6,777 1.11p 1.10p 2017 £000 294,635 (133,806) 160,829 (66,849) (68,534) 4,862 30,308 637 30,945 (6,284) 24,661 – (6,747) 17,914 17,873 41 17,914 2.20p 2.17p 2018 £000 579,800 (273,445) 306,355 (126,757) (137,072) 159 42,685 628 43,313 (7,313) 36,000 – 19,497 55,497 54,627 870 55,497 3.09p 3.01p 2019 £000 856,920 (387,926) 468,994 (207,083) (203,470) 239 58,680 1,176 59,856 (12,397) 47,459 – (108) 47,351 43,476 3,875 47,351 3.78p 3.71p 2020 £000 1,234,876 (568,640) 666,236 (278,252) (297,326) 238 90,896 1,326 92,222 (19,339) 72,883 (532) (12,337) 60,014 50,800 9,214 60,014 5.48p 5.35p 99 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC FIVE-YEAR GROUP STATEMENT OF FINANCIAL POSITION – UNAUDITED Non-current assets Current assets Total assets Equity attributable to the owners of the parent Non-controlling interest Current liabilities Non-current liabilities Total liabilities, capital and reserves 2016 (restated) £000 26,227 84,081 110,308 73,427 – 36,271 610 110,308 2017 (restated) £000 72,190 116,933 189,123 96,721 3,775 74,425 14,202 189,123 2018 (restated) £000 111,795 215,092 326,887 208,761 4,018 104,394 9,714 326,887 2019 (restated) £000 143,453 296,323 439,776 262,021 8,381 162,093 7,281 439,776 2020 £000 186,509 389,333 575,842 310,673 17,262 224,257 23,650 575,842 FIVE-YEAR GROUP CASH FLOW STATEMENT – UNAUDITED Net cash generated from operating activities Net cash used in investing activities Net cash generated from/(used in) financing activities Net movement in cash and cash equivalents Opening cash and cash equivalents Closing cash and cash equivalents 2016 £000 17,456 (12,990) (331) 4,135 54,146 58,281 2017 £000 29,491 (29,406) 11,964 12,049 58,281 70,330 2018 £000 69,014 (45,772) 49,003 72,245 70,330 142,575 2019 £000 101,562 (45,559) (706) 55,297 142,575 197,872 2020 £000 120,943 (43,755) (24,340) 52,848 197,872 250,720 100 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION SOLICITORS TLT LLP 3 Hardman Square Manchester M3 3EB Pannone Corporate LLP 378-380 Deansgate Manchester M3 4LY Ogier Ogier House The Esplanade St Helier Jersey JE4 9WG FINANCIAL PR Buchanan 107 Cheapside London EC2V 6DN COMPANY REGISTRARS Link Asset Services (Jersey) Limited 12 Castle Street St Helier Jersey JE2 3RT PRINCIPAL BANKERS HSBC Bank 4 Hardman Square Spinningfields Manchester M3 3EB REGISTERED ADDRESS OF COMPANY Registered in Jersey, number 114397 12 Castle Street St Helier Jersey JE2 3RT HEAD OFFICE 49-51 Dale Street Manchester M1 2HF COMPANY SECRETARY Keri Devine CORPORATE WEBSITE www.boohooplc.com NOMINATED ADVISER AND JOINT BROKER Zeus Capital 82 King Street Manchester M2 4WQ Berkeley Square Mayfair London W1J 6HE JOINT BROKER Jefferies International 100 Bishopsgate London EC2N 4JL INDEPENDENT AUDITORS PricewaterhouseCoopers LLP 1 Hardman Street Manchester M3 3EB Design and Production www.carrkamasa.co.uk This report is printed on materials which are FSC® certified from well-managed forests. These materials contain ECF (Elemental Chlorine Free) pulp and are 100% recyclable. 101 ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC BOOHOO GROUP PLC 12 CASTLE STREET ST HELIER JERSEY JE2 3RT UK
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