ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
ANNUAL REPORT AND FINANCIAL STATEMENTS
REGISTERED NUMBER 114397
F O R T H E Y E A R E N D E D 2 9 F E B R U A R Y 2 0 2 4
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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STRATEGIC REPORT
|
Chairman’s statement
5
|
Year in review
8
|
Our group
10
|
Our strategy
11
|
Strategy in action - Debenhams
16
|
Our business model
20
|
Our culture and people
22
|
Review of the business
30
|
Financial review
33
|
Non-fi nancial and sustainability statement
39
|
Risk management
40
|
Climate report
51
|
Environment, social and governance report
64
|
Stakeholder engagement
81
GOVERNANCE REPORT
|
Board of directors
89
|
Corporate governance
92
|
Directors’ report
102
|
Directors’ remuneration report
105
|
Annual report on remuneration
109
|
Statement of directors’ responsibilities
127
FINANCIAL STATEMENTS
|
Independent auditor’s report to the
128
members of boohoo group plc
|
Consolidated statement of
136
comprehensive income
|
Consolidated statement of fi nancial position
137
|
Consolidated statement of changes in equity
138
|
Consolidated cash fl ow statement
139
|
Notes to the fi nancial statements
140
|
Five-year fi nancial summary
174
CONTENTS
2
Founded in Manchester in 2006,
boohoo is an inclusive and innovative
global brand targeting young, value-
orientated customers, pushing bound-
aries to bring its customers up-to-date
and inspirational fashion, 24/7.
Visit us online at: BOOHOOPLC.COM
@boohoo
boohoo
@boohoo.com
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
CHAIRMAN’S STATEMENT
Dear shareholders,
This year marks the group’s ten-year anniversary since our
Im in 2014. As I refl ect on our journey, the group has grown
at a remarĦable pace, evolving from one ¡Z focused fashion
brand targeting 16̘25-year-olds, to a portfolio of 5 core brands
addressing a diverse global customer base across fashion, beauty
and home products.
Fowever, there is no mistaĦing that this year has been challenging,
and I have felt this personally as a founder, executive chairman
and shareholder. A volatile macro environment, with high interest
rates and a cost-of-living crisis, severely tested all aspects of our
business. In response, I led the group on a signifi cant journey
of transformation, meticulously scrutinising every aspect of our
operations.
In the fi rst half of the year, we revisited our Ħey areas of strategic
focus. ·e implemented a series of decisive and robust strategic
initiatives, which have proven instrumental in unlocĦing operational
effi ciencies and optimising costs.
1. Customer First: At the start of the fi nancial year the group
had 13 brands in its portfolio. ·e tooĦ a decisive but diffi cult
decision to simplify the organisation of the business and
approach, with the number of core brands now standing at
fi ve. mur new core brand strategy means we can streamline
costs and concentrate our resources in the right places. The
core brands now include boohoo, boohoodAN,
retty\ittleThing, Zaren dillen and Debenhams. Debenhams
is home to the group̧s much loved fashion labels ·allis,
oast, Burton, Dorothy erĦins, masis, diss ap and
·arehouse, and Nasty@al joined the retty\ittleThing family.
A much-loved heritage brand, Debenhams has been a British
institution for over 240 years. Znown by everyone in the
¡Z, we are leveraging this great consumer recognition and
transforming Debenhams into the @reat British Digital
Department store.
Debenhams is a signifi cant strategic opportunity, through its
capital-light marĦetplace model driving high margin growth,
and robust customer proposition across fashion, home, and
beauty. ·e are committed to refi ning the marĦetplace
model, expanding the offering internationally and
leveraging emerging technologies to innovate in the
e-commerce space. Debenhams is poised for signifi cant and
sustainable success, with plans to grow its offering to over
10,000 brands by the end of 2024.
Directing our focus, energy and resources to the fi ve core
brands ensures we continue to capture consumer attention
and generate demand across a diverse customer base.
“THIS YEAR MARKS THE GROUP’S
TEN-YEAR ANNIVERSARY SINCE
OUR IPO IN 2014. THIS IS A
FANTASTIC BUSINESS, AND
I AM HIGHLY CONFIDENT IN OUR
ABILITY TO DELIVER STRONG
FINANCIAL PERFORMANCE IN
THE NEXT TEN-YEAR PHASE OF
OUR JOURNEY.”
MAHMUD KAMANI
GROUP EXECUTIVE CHAIRMAN
4
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
6
2. Investing for Growth: ·e completed the fi nal
phase of the major warehouse automation
installation in heffi eld in 2023, and the
benefi ts of automation are beginning to
materialise across the group. ·e also launched
the ¡ distribution centre in 2023, upgrading
the group̧s proposition with next-day and
express delivery options to our ¡ customer.
3. Delivering sustainable return on investment:
·e identifi ed, and are on tracĦ to deliver,
more than £125 million of annualised
cost savings to support the group’s investment
programme.
In the second half of the year, we conducted a
thorough examination of our business operations,
assessing operational worĦfl ows and cost structures.
This introspective analysis enabled the group to
identify areas for improvement and opportunities
to enhance effi ciency. In response to the fi ndings,
the board implemented a series of initiatives aimed
at optimising costs while maintaining operational
excellence, such as streamlining processes and
leveraging technology to drive productivity.
To refl ect the current marĦet conditions, we moved
all ¡Z fulfi lment to the heffi eld and Burnley
distributions centres to fully utilise their automation
capacity, and ceased all operations at the sites in
Daventry and ·ellingborough.
By fortifying the group̧s fi nancial foundations and
enhancing operational agility, we are now positioned
to capitalise on emerging opportunities and navigate
evolving marĦet dynamics.
Leadership changes
Alistair dc@eorge joined me as Deputy hairman and
non-executive director in darch 2023. Fis extensive
expertise and dedication have been instrumental in
leading signifi cant transformations within the group.
The board also welcomed Xohn @oold joined as non-
executive director and hair of the Audit ommittee
in April 2023, and tephen dorana as hief ?inancial
mffi cer in ?ebruary 2024. ·ith tepheņs bacĦground
as a former non-executive director of boohoo group,
together with his experience in consumer-centric and
technology-driven enterprises, he brings invaluable
insight to the group̧s future endeavours.
Outlook
The group has delivered Ħey strategic initiatives during
the year, giving it a strong foundation for sustainable
growth. The group̧s medium term EBITDA margin
target of 6-8% remains unchanged.
I taĦe great comfort that several positive themes have
started to emerge as the year has progressed. By
focusing on cost management and profi table growth,
we have established a robust foundation for future
sustainable growth and cash generation. This gives
me confi dence that boohoo will emerge from the
worst of this disruption as a continued leader of the
global fashion industry.
As we looĦ ahead, I am highly engaged and worĦing
harder than ever to deliver value for our staĦeholders.
The group continues to demonstrate resilience and
agility in navigating challenging marĦet dynamics. This
is a fantastic business, and I am highly confi dent in our
ability to deliver strong fi nancial performance in the
next ten-year phase of our journey.
None of this would be possible without the
unwavering support from the boohoo family. As the
group continues its journey, I am fi lled with confi dence
Ħnowing that we have such a talented and dedicated
team by our side.
Mahmud Kamani
@roup o-?ounder and Executive hairman
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
YEAR IN REVIEW
SUMMARY OF FY24 PERFORMANCE
The group delivered key operational and strategic projects during the period ending 29 February 2024, including
developing a clear brand strategy, completing the fi nal phase of automation in Sheffi eld, opening a US Distribu-
tion centre, and a transformational cost saving programme. The group continues to be a fashion forward, digital,
leader with a disruptive business model and strong market share.
The year to February 2024 saw continued economic challenges, however through a focus on cost control the
group has delivered an improvement in Adjusted EBITDA margin [1], and the medium-term adjusted EBITDA
margin [1] target of 6-8% remains unchanged. The investment cycle is now complete, and the group is beginning
to see the operational and fi nancial benefi ts materialise across the business. The group’s attention now turns to
maximising the returns on these investments and driving effi ciencies.
Overview of FY24 Performance
• Clear brand strategy with an increased focus on the group’s fi ve core brands (boohoo, boohooMAN,
PrettyLittleThing, Karen Millen and Debenhams) which generate demand across a diverse, global
customer base.
•
Strong growth of Debenhams marketplace. Its capital-light, stockless model is driving high margin growth
and expanding customer proposition with over 3,500 brands onboarded, providing exceptional choice
across fashion, beauty, and home.
•
Strategy to improve profi tability across the group’s labels by transitioning them over to the Debenhams
marketplace beginning to show results, with improved performance in H2 2024.
•
On track to deliver more than £125 million of annualised cost savings across cost of goods, supply chain and
overheads in FY24 and FY25, supporting a disciplined reinvestment programme.
•
Successful completion of the Sheffi eld automation project, delivering enhanced effi ciency and capacity.
•
US distribution centre launched, upgrading the group’s proposition with next day and express delivery
options for US customers.
•
Leadership team strengthened with the appointment of Stephen Morana as CFO in February 2024.
2024
2023
Change
£ million
£ million
@ross derchandise ¶alue (@d¶)(1)
1,808.9
2,086.2
(13%)
Revenue
1,461.0
1,768.7
(17%)
@ross profi t
756.1
8˫5.2
(16%)
@ross margin
51.8%
50.6%
120bps
Operating costs(8)
698.8
832.0
(16%)
Adjusted measures(3):
Adjusted EBITDA(4)
58.6
63.3
(7%)
% of revenue
4.0%
3.6%
40bps
Adjusted EBIT(5)
(18.0)
6.˫
(24.˫)
% of revenue
(1.2%)
0.4%
(1.6%)
Adjusted loss before tax(6)
(31.0)
(1.6)
(2˫.4)
Diluted loss per share(7)
(2.86p)
(0.02p)
(2.84p)
Statutory measures:
\oss before tax
(159.9)
(˫0.7)
(6˫.2)
Diluted loss per share
(11.48p)
(6.13p)
(5.35p)
Net (debt)/cash(2) at year end
(95.0)
5.˫
(100.˫m)
Notes:
(1) @d¶ is all merchandise sold to customers after cancellations and returns, including ¶AT,
carriage receipts and premier subscription income
(2) Net (debt)/cash is cash less borrowings, excluding lease liabilities.
(3) Adjusted measures, which are not statutory measures, show the underlying performance of
the group excluding large, non-cash and exceptional items (see note 1).
(4) Adjusted EBITDA is calculated as loss before tax, interest, depreciation, amortisation, share-
based payment charges and exceptional items.
(5) Adjusted EBIT is calculated as loss before tax, interest, amortisation of acřuired intangible
assets, share-based payment charges and exceptional items.
(6) Adjusted loss before tax is calculated as loss before tax, excluding amortisation of acřuired
intangible assets, share-based payment charges and exceptional items.
(7) Adjusted loss per share is calculated as diluted earnings per share, adding bacĦ amortisation
of acřuired intangible assets, share-based payment charges and exceptional items.
(8) mperating costs is defi ned as Distribution ̲ Administrative osts excluding depreciation,
amortisation, exceptional items ̲ share based payments
GMV REPORTING
GMV represents the total value of all merchandise sold to customers. This
excludes cancellations and returns and includes carriage receipts and any
subscription income. Revenue will only include the commission element of
a marketplace sale whilst GMV will include the total value of merchandise
sold to customers.
With the addition of the marketplace commission only revenue model,
GMV provides a consistent indication of growth across the group. The
marketplace model generates lower revenue but is 100% margin with zero
cost of sales, driving enhanced profi tability through a stockless model.
FINANCIAL HIGHLIGHTS
•
GMV down 13% vs FY23 to £1,809 million as group performance
continued to be impacted by a diffi cult macro-economic environment.
Positive trend in the performance of Core Brands (boohoo,
boohooMAN, PrettyLittleThing, Karen Millen, Debenhams External
Marketplace), with decline slowing from (9%) in H124 to (4%) in H224,
showing a clear improvement in trajectory
•
Revenue of £1,461 million, down 17% vs FY23 refl ecting our increased
focus on profi tability and diffi cult market conditions. Revenue growth
was also impacted by the growth of marketplace with its
commission-only revenue model
•
Gross margin 51.8%, up 120bps vs FY23, refl ecting the growth of
marketplace and cost savings driven by defl ation as well as freight and
raw material price decreases
•
Operating costs of £699 million, down 16% vs FY23 driven by the
actions taken under the ongoing cost saving programme
•
Inventory has increased by £29.9 million YOY, largely driven by the
investment in inventory to support the opening of the US
Distribution centre
•
Adjusted EBITDA margin improved to 4.0%, up 40bps vs FY23,
refl ecting improvements in gross margin, cost reduction initiatives and
value unlocked from automation investment. Adjusted EBITDA4 of
£58.7 million, down 7% vs FY23
•
Inventory has increased by £29.9 million vs FY23, largely driven by the
investment in inventory to support the opening of the US
Distribution centre
•
£64.8 million capital expenditure invested in infrastructure for future
growth, including the Sheffi eld automation project and the US
distribution centre both of which were delivered on time and
on budget
•
Net Debt of £(95.0) million down by £(101.0)m, driven by our
investments in US inventory and capital expenditure
•
Robust balance sheet with £123.7 million of land and buildings,
£200.3 million of fi xtures and fi ttings, £208.0 million of inventory
and £29.9 million investments held
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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OUR GROUP
boohoo
boohoo offers the most up-to-date
fashion at incredible prices with
unbeatable choice, great řuality
and excellent service. The branḑs
core values are fun, fashion, social
and inclusive. This translates into
a product range for every young
woman around the world.
boohooMAN
ombining cutting-edge design
with an affordable price tag,
boohoodAN brings young men
the latest styles and looĦs in a
youthful pacĦage, 24/7.
Karen Millen
Zaren dillen preserves its 42-
year legacy, whilst remaining a
forward-thinĦing style pioneer.
Design and craftsmanship
are Ħey, with a focus on
both investment pieces and
affordable luxury, all product and
prints are designed in-house with
creativity at the heart of what
we do.
Debenhams
A digital department store
offering fashion, beauty, sport
and homeware to our customers.
The Debenhams marĦetplace
provides its customers with
a uniřue, differentiated and
exclusive mix of brands,
extending the group̧s target
addressable marĦet through its
capital-light, low-risĦ
marĦetplace model.
Debenhams is also now the home
of much loved and well-Ħnown
high-street brands̈ ·allis, oast,
Burtons, Dorothy erĦins, masis
diss ap and ·arehouse, who
have all been welcomed into the
Debenhams family over the last
12 months.
PrettyLittleThing
retty\ittleThing is a youthful
trend leader in online womeņs
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 liĦe a
celebrity with her clothes.
OUR STRATEGY
The group̧s confi dence in the medium-term outlooĦ is unchanged, as it continues to
offer customers outstanding choice in fashion, with inclusive ranges and a wide product
offering. ?or the year ahead, the priority and focus for the group is to get bacĦ to prof-
itable growth.
The group̧s vision is to lead the global fashion e-commerce marĦet. ·hat started as
one brand, growing extensively in the ¡Z and internationally, is today a platform of fi ve
core brands and eight labels servicing over 16 million customers globally. The group has
come to the end of its investment cycle, operating two automated warehouses with
effi ciency benefi ts beginning to materialise, and a new ¡ distribution centre offering
faster, consistent delivery to ¡ customers.
OUR COMMITMENT TO ESG
The group is determined to play its part in reducing the environmental impact of clothing
and operations through increased focus on sustainability, operating in a socially conscious
manner, and upholding high standards of governance.
For more information on our approach to ESG, go to page 64.
A HOUSE OF BRANDS FASHIONING THE FUTURE GENERATION
ince its Im in 2014 the group has evolved from one ¡Z fashion focused brand targeting
16̘25-year-olds, to a portfolio of 5 core brands, addressing a diverse global customer base
across a range of fashion, beauty and home products.
1. CUSTOMER FIRST
?ashion and the customer are the lifeblood of the business. The group offers customers
exceptional choice across its extensive brand portfolio. The group delivers for its
customers and will continue to invest to improve customer lifetime value through
delivery of the latest trends, outstanding value and a great experience.
2. INVESTING FOR GROWTH
The group̧s investment cycle is complete and it is positioned for profi table growth.
Best-in-class logistics have been upgraded through the extensive automation in our
heffi eld distribution centre, with the benefi ts of automation and effi ciency beginning
to materialise across the group. omparing the new automated facility vs the manual
facility during peaĦ trading period in November highlights includė
̏ ost per throughput unit down 47% (£0.38 vs £0)
̏ 10x picĦ rate improvement (516 units p/h vs 54 units p/h)
̏ ?TE headcount down 81%
The opening of a local distribution centre in the ¡ during the year is a step change in
the group̧s customer proposition in its second largest marĦet and sets it up for future
international growth.
Debenhams marĦetplace platform is capital light and scalable, and continues to be a
Ħey focus for growth. In the year, Debenhams expanded the number of brands that it
sells from 1,600 to 3,500.
3. DELIVERING SUSTAINABLE RETURN
ON INVESTMENT (ROI)
ignifi cant progress has been made on reducing the group̧s cost base, and it is on
tracĦ to deliver more than £125 million annualised cost savings across ?½24 and ?½25.
Improving marĦet dynamics and consumer confi dence increasing allows the group to
be leveraged when growth returns. The group has invested in inventory during the
second half of the year to support the opening of its new ¡ Distribution centre. The
group continues to worĦ on its product offering in the ¡ to maĦe sure it aligns to the
new customer proposition.
The medium term 6% to 8% adjusted EBITDA margin target remains unchanged as the
group continues to rebuild its profi tability.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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12
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
WHAT SEPARATES THE
GROUP FROM OTHER
APPAREL RETAILERS?
1.
2.
A diverse brand portfolio,
with fi ve core brands, eight labels and
marĦetplace model the group can address the
needs of customers across a wide demographic,
globally offering fashion, home and beauty
products.
A ƾ exđble and aĈđle sourcđnĈ İodel̆
allowing the group to operate with speed,
underpinning its fashion credentials and ability to
disrupt, giving more choice, minimising risĦ, and
great value for customers.
3.
A scalable đn-house platforİ̆
with proprietary technology ̘ offering
e-commerce expertise, best in class logistics
and great customer service.
WHAT WILL DRIVE OUR PROFITABLE GROWTH?
Extensive, diverse brand portfolio and clear brand strategy
A portfolio of 5 core brands and 8 labels enables the group to address a diverse
global customer base. The diversity of our brands reduces risĦ and gives the group a
competitive advantage.
Debenhams: our digital department store
¡nlocĦing Debenhamş signifi cant potential presents upside for marĦet share gains
across fashion and new product areas including home, electronics and beauty, all
through its capital-light, low-risĦ marĦetplace model.
Ŭtomatioı ećfi cieıcies
The completion of the state-of-the-art automation project at the heffi eld
Distribution centre drives effi ciencies and the group̧s ability to scale easily. During
?½24 peaĦ trading there was a 8x picĦ rate improvement and cost per throughput
unit was down 47%.
Cost saving programme
The cost saving programme has already seen benefi ts in this fi nancial year, with
operating costs decreasing and margin improving. As marĦet dynamics and the
macroeconomic environment improves, the group is positioned with a cost base to
drive profi table growth.
Being closer to our customer
The opening of a ¡ distribution centre drives a step change in the group̧s
proposition and ability to disrupt and grow marĦet share in North America.
Supply chain opportunities
The group continues to looĦ to drive speed, turn inventory faster and utilise cost
opportunities. A global supplier base reduces the risĦ of disruption, and the group
continues to worĦ closely with our suppliers to improve řuality and build strong
relationships.
Using technology to help drive customer engagement
An app-fi rst approach to technology investments will support better engagement,
ensuring a shopping experience that matches the group̧s product offer.
Allowing our customers to grow with us
The group̧s brands include something for everyone ̘ the boohoo customer of
today is the Zaren dillen customer of tomorrow. ontinued uptaĦe of our loyalty
programmes (remier and oyalty) will help to drive lifetime value.
Our platform and people
The group̧s technology and infrastructure platform support our brandş growth
ambitions. ·ithin the group, our colleagues embody our valueṡ assionate, Agile,
reative, ommercial, Team.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
14
BRANDS
Strategic focus
The group consists of 5 core
brands, which represent the
lifeblood of the business,
collectively servicing over 16 million
customers, globally. The group
continues to invest strategically
to support and grow the brands
in marĦets and channels where
it believes it has opportunity to
maximise its potential.
Progress in the year
̏
Implemented a clear brand
strategy for growth, with 5 core
brands and 8 labels
̏
ontinued growth of the
number of external
marketplace partners on the
Debenhams marĦetplace to
3,500 brands on site, providing
unparalleled choice across
fashion, beauty and home.
̏
The opening of a ¡
distribution centre drives a
step change in our proposition
and ability to disrupt and grow
marĦet share in North America
AREAS OF STRATEGIC IMPORTANCE
The group̧s focus is to deliver the latest fashion and the right product to the right customer at the right time, with best-in-class
customer proposition and service. To this end, there is a plan of continuous investment in systems, infrastructure and technology
to ensure the group offers an optimal online shopping experience as it looĦs to further cement its position as a leader in global
fashion e-commerce. The group̧s strategy rests on fi ve areas of strategic focus.
PRODUCT
Strategic focus
roduct is at the heart of what
the group does. Teams taĦe
inspiration from the latest trends
from around the world, launching
hundreds of new products daily.
An extensive global sourcing
networĦ and focus on short lead
time means the group has a supply
chain that is scalable and agile.
Progress in the year
̏
ontinued investments to
bring řuality control and
assurance closer to suppliers,
enabling improved řuality and
helping to improve lead times.
CUSTOMER
EXPERIENCE
Strategic focus
·ith over 16 million customers
across brands and an extensive
social media following, the group
is focused on how it captures, uses
and optimises customer data. This
will support decision maĦing that
can drive customer lifetime value
and the channels through which the
group can understand and acřuire
customers of the future.
Progress in the year
̏
Increasing the mix of orders
from our customer loyalty
programmes by 5% to 35%.
ontinuing to build a loyal
customer base.
̏
ontinued to use customer
feedbacĦ to formulate product
development and improve
customer journeys.
̏
an customer focus groups,
inviting customers into the
business to share their opinions
on topics as diverse as
sustainability, social media and
suiting among others.
PLATFORM
Strategic focus
The group has developed a
uniřue platform, through years
of investment in technology
and processes, supply chain
relationships and with the expertise
of a great team of people. This
platform enables the group to
penetrate marĦets and expand
rapidly, operating multiple brands
as it progresses with its ambition
to lead the online fashion marĦet.
Progress in the year
̏
Integration of labels onto
the Debenhams platform,
giving customers the ability to
shop across internal and
external brands on the
Debenhams website.
PEOPLE
Strategic focus
eople are the fabric of the
business. The group wants
everyone who worĦs with it, directly
or indirectly, to be treated fairly,
to have the opportunity to realise
their full potential and to be proud
to be part of the boohoo family.
The group’s culture is its greatest
¡ as an employer. ?rom the
moment best talent is welcomed
through the door, the group worĦs
hard to help them meet their
career aspirations.
Progress in the year
̏
The group̧s pay frameworĦs
are proudly gender neutral. ?or
the fi fth year in a row the
median gender pay gap data
is in favour of females, with the
median female paid 7.˫% more
than their male counterpart.
?or the third year running this
is also true for the mean
gender pay gap, with the
average female paid
3.4% more.
̏
As of the end of ?ebruary 2024,
female colleagues made up
4˫% of the worĦforce and
they currently hold 40% of
senior leadership positions.
̏
mver 85,000 candidates
applied to worĦ for the group
over the past year with an
average hiring time of 28 days.
21% of vacancies were fi lled
with internal talent.
̏
The group ran over 80
bespoke behavioural
development worĦshops with
over 650 colleagues attending.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
16
16
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
STRATEGY IN ACTION
Debenhams is iconic. A much-loved British heritage brand, Ħnown by everyone in the ¡Z.
Nearly everybody has a story to tell about Debenhams and most people in the ¡Z have
shopped with Debenhams.
Debenhams was at the forefront of multi-brand retailing and a pioneer of the department
store concept as well as creating the blueprint for retail x talent collaborations through
Designers at Debenhams which elevated the careers of multiple highly regarded designers
such as Xulian dacdonald, datthew ·illiamson and Xasper onran to name a few.
Debenhams has been a British institution for over 240 years, playing a small part in the
moments that matter in peoplȩs lives since its founding in 1778.
Now, Debenhams is on a new journey. ¡nder our ownership it has been repositioned and
reinvigorated as Debenhams.com, The @reat British Digital Department tore. mffering ¡Z
consumers more brands and more choice across ?ashion, Fome and Beauty. Debenhams.
com is a thriving and accessible destination for consumers from ages 16 to 80͜.
onsumers can shop from a choice of over 3500 brands. ?rom emerging @en Æ brands
liĦe @low Fub to global leaders in beauty liĦe \̧mreal, Debenhams.com serves multiple
generations and a huge variety of needs of our customers. ·e have recently welcomed
bacĦ premium beauty brands such as Estóe \auder, larins and dac as well as Boss, Armani
and ¶ictoria amongst many other globally loved 3rd party premium fashion brands.
Debenhams is now also the home of much loved and well-Ħnown high-street brands̈ ·allis,
oast, Burtons, Dorothy erĦins, masis and ·arehouse have all been welcomed into the
Debenhams family over the last 12 months. ositioned next to ever green, ever relevant,
Debenhams brands liĦe @orgeous, dantaray ͜ Debut. ·e plan to grow our brand offering
to over 10,000 brands by the end of 2024..
·e have recently worĦed with household names Allison Fammond, \isa nowdon ͜ ophie
Fabboo. Alongside legendary designer Dame Æandra hodes and viral TiĦToĦ sensations,
BrooĦie and Xessie. ·e aim to engage, represent and empower our audience. ommunity is
at the heart of Debenhams brand, we want our customers to feel included and a part of our
brand. ·e want to ensure our customers fully understand and maximise the value of the
products we sell, that we offer convenience and reasons to believe in, and shop with us.
·e have evolved our business model. ·e believe in collaborative commerce. ·e believe
this revolutionised, dynamic ecosystem offers customers, brands and third party sellers
the ultimate community experience, fl exibility and choice. The introduction of DBÆ
marĦet place allows brands and 3rd party sellers to reach a much broader audience,
complimenting their own d to c strategy whilst benefi tting from our established, class
leading infrastructure, customer segments and marĦeting channels.
ustomers enjoy an extended range of products and the ultimate shopping experience.
Debenhams.com facilitates transactions, provides customer support, and ensures a
seamless shopping journey for both buyers and sellers. Debenhams aims to be the brand
partner of choice through simple onboarding, scaling, disruptive marĦeting campaigns and
by showcasing brands at their very best.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
18
18
3,500+ BRANDS AT
FASHION
HOME
BEAUTY
3,500
S
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
20
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
OUR BUSINESS MODEL
DELIVERING VALUE FOR ALL
OUR STAKEHOLDERS
The group̧s relationships and resources, combined
with its insights and understanding of changing
consumer demands, has helped it to build a business
platform that delivers value to all staĦeholders.
HOW WE OPERATE
The group designs, sources, marĦets and sells fashion
clothing, home and beauty products to consumers
globally. The group brings the latest trends and
fashion inspiration to its consumers across the world,
delivering the right product to the right customer at
the right time.
Design and inspiration
Ħilled designers and buyers have their fi ngers on the
pulse of fashion around the world to spot the latest
trends.
Sourcing and production
Buyers tap into a global networĦ of approved
suppliers to fi nd the best mix of řuality and price to
deliver outstanding product to customers.
Marketplace Partners
artnering with brands to build a consumer
destination for fashion, home and beauty.
Marketing and customer engagement
The group connects with consumers through social
media and innovative advertising, supported by
infl uencers and celebrities, and through engaging
websites and apps, offering customers the very best
online shopping experience.
Delivery and customer care
@reat customer service is provided by a
comprehensive choice of delivery options and
payment methods, and a highly rated customer
service centre taĦes care of the entire customer
journey.
Engagement and repeat
ophisticated monitoring of marĦeting and product
success enables the group to respond rapidly to
consumer demand and optimise customer reach.
RELATIONSHIPS AND RESOURCES
RELATIONSHIPS
Employees
Employees are the group̧s greatest asset, delivering
a truly awesome pacĦage of sĦills and Ħnowledge that
enables it to tacĦle the most challenging feats.
Suppliers
The group has developed a comprehensive networĦ of
suppliers from all corners of the world to deliver the
product and services that drive our success.
Customers and partners
ustomers and partners are the group̧s lifeblood.
The group engages, listens, learns, creates, and
repeats successfully. Its partners help it to reach
customers, globally.
RESOURCES
Brands
A portfolio of diverse brands with a rich heritage and
consumer loyalty, renewed and developed for today,
enables the group to grow marĦet share.
Infrastructure
The group as invested millions in state-of-the-art,
automated distribution centres and offi ce facilities for
its talented teams.
Technology
The group̧s formidable technology platform
comprises best-of-Ħind systems and enables it to
operate a huge volume business with effi ciency
and accuracy.
Financial
?inancial resources from shareholders have been
boosted by retained profi ts that have enabled the
group to build a business with the capacity for
investment and acřuisitions.
Environment
The group̧s economic health is dependent on the
use of natural resources. The group recognises that
managing and maintaining these resources is critical
for long-term sustainable growth.
VALUE GENERATED FOR STAKEHOLDERS
Employees
Employees have the opportunity to develop their sĦills
and experience in a dynamic business and give them
a share in its success through share ownership plans
and bonuses.
Suppliers
The group operates with its suppliers in a transparent
way, enabling suppliers to participate in its success
and worĦing to improve factory standards. The
group has invested in building a more visible, more
sustainable supply chain of approved partners.
Customers
The group provides customers with great products
and value at prices below those of the high street and
with a service that is convenient and safe at home.
Community
The group engages with the wider community
through charitable worĦ, the \eicester @arment and
Textile ·orĦerş Trust and through the provision
of jobs in our offi ces and distribution centres that
benefi t the local area and our suppliers.
Shareholders
Investors have the opportunity for capital growth
from the enlarged group and potential 500 million
addressable customer base across the Ħey target
marĦets of the ¡Z, the ¡ and Europe.
See page 81 for how the group engaged with its
stakeholders during the year.
20
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
22
OUR CULTURE AND PEOPLE
22
OUR CULTURE AND VALUES
The group is proud of its uniřue culture, which is defi ned by the A T
(assion, Agile, reative, ommercial and Team) values.
It weaves A T throughout its people journey at every touchpoint. Its
people are the fabric of its business, and its A T values shape how its
people show up to worĦ each day.
PACCT VALUES
PASSION
·e love what we do. Believing in boohoo and believing in ourselves. Each
day, we are inspired to be the best we can be. ·e are committed and
focused on giving our customers the experience they want.
AGILE
·e are constantly evolving to stay one step ahead. ·e embrace,
change and grab opportunities with both hands. ·e are lean,
effi cient and effective.
CREATIVE
·e are uniřue, aspirational and always boohoo. ·ȩre not afraid to do
things our way and dare to be different. ·e are creative in thinĦing
and design.
COMMERCIAL
·e are confi dent, decisive and entrepreneurial. ·e leverage data and
our intuition to maĦe bold choices. ·e always ensure that the customer
experience and profi t are integral to every decision.
TEAM
·e listen and respond where everyonȩs contribution is valued. Building
success through our people and sharing in it together. ·e always have
fun along the way.
?urther đnforİatđon on our culture and Ɓalues can be found đn our
People Report on page 22.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
24
The groupş passionate and
committed colleagues are central
to its success. This year it continued
to build on colleagueş experience
through enhanced investment in
development and empowering our
colleagues to embody our A T
values (assion, Agility, reativity,
ommerciality and Team). mur
boohoo family culture enables
our colleagues to learn from each
other, be empowered to taĦe on
challenges and learn new sĦills. The
group celebrates diversity and its
overarching mission is simple.
̤ ƂĸrĦpĩaçe Ƃhere everƈĸne
is respeçted̆ their individŬaĩ
diććerençes are vaĩŬed̆ and
theƈ çan æe themseĩves at
ƂĸrĦ̆ ƂithĸŬt exçeptiĸn̥̅
mur people strategy is based on six
pillars.
1. \istening and engaging with
our colleagues
2. Improving our ways of worĦing
3. A greater place to worĦ
4. ½our career
5. ecognising and rewarding
your achievements
6. mperating at our best
These pillars enable our colleagues
to continue to grow, innovate
and support the business to
drive a more diverse and inclusive
worĦplace in turn providing
greater job enrichment and
increased engagement at worĦ.
mur colleagues are the fabric of our
business and maĦe the group the
uniřue and passionate business
that it is today.
2023̒24 eople ActđƁđty
¡nĩĸçĦinƴ diverse teams
and drivinƴ inçĩŬsiĸn
ƂithĸŬt exçeptiĸn
Diversity, Inclusion and Eřuality
(DEI) is a Ħey focus for the
group as it recognises this has
a direct impact on the day-to-
day experience of colleagues.
dandatory DEI training sessions
mur colleague engagement has received a maĦeover, reengineered to be more inclusive and to consider the wider diversity
within our teams. ?or example, our social events are now typically held at lunchtimes and include a crafting or wellbeing element
in response to the team̧s recent feedbacĦ.
Our DEI partnerships continue to grow attributed to our increased focus on DEI. Some standout relationships for the group
this year include:
The UK biggest LGTBQ
radio station
The go-to partner for
providing knowledge and
guidance in this fi eld
An independent business
that promotes an alcohol-
free lifestyle
A truly infl uential business
that aims to accelerate
gender equality, social
mobility and wider inclusion
in the North
have been completed by all
managers across the group,
demonstrating our commitment
to upskilling colleagues. The
content of the training focuses
on minimising bias and elevating
underrepresented voices in the
worĦplace through powerful media
and experiential learning. The
sessions have been popular with
colleagues and are delivered using
a range of methodologies to ensure
full transparency and visibility of
content and intent.
All colleagues now have a personal
DEI goal as part of our Annual
eview initiative that they are
accountable for delivering in the
upcoming months. The group
believes that an important part of
supporting an inclusive worĦplace
is to drive individual accountability
for DEI and give colleagues the
opportunity to maĦe meaningful
changes to the group’s culture.
\istening to a diverse range of
voices was a high priority this year.
To reinforce this message, the
group created opportunities to
hear from colleagues across the
group to ensure it understands
what teams desire from their
worĦplace.
As it continue to evolve our
DEI focuses, the group created
a ̤10-point playbooĦ̥ for DEI
change during the fi rst half of
?½24. The playbooĦ sets out
impactful initiatives for maĦing
the group an even more inclusive
place to worĦ. The group believes
these interventions will not only
set fi rm foundations for DEI but
will maintain its momentum to
becoming a more diverse and
inclusive employer.
24
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OUR PEOPLE
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
26
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
OUR PEOPLE
Continued...
Empowering our people to be their best
During the year the group invested in developing our innovative Learning Lab, designed to build on
colleagues’ skills, elevate their capability and evolve their commercial thinking. As the learning culture at the
group begins to mature, it is starting to see the fruits of its eff orts through increased internal promotions and
a reduction in labour turnover.
Learning lab continues to be the ultimate way to learn
The group aims to be inspiring and innovative and, rather than off -the-
shelf training, the content for every training session is bespoke and
written by our in-house learning and development (L&D) teams. High
performance starts at the top with our leadership teams, and the group
has ensured that training has strong buy-in from our senior managers
who understand the impact that development can make to ensure the
teams are performing at a high level.
What’s next in the learning space for us?
Over the next year new training courses will include:
•
Innovative thinking, Commercial storytelling and leading a
multigenerational team
•
Building on our on-demand collection to provide the right training
at the right time
•
The talent development team hosted Spark sessions and Ideas Lab
events – creative thinking sessions designed to develop the
industries’ best thinkers
Talent grows talent.
The group’s Supply Chain Mentorship programme continues to be a
success. It believes mentoring is inherent to the group and enables new
talent to be nurtured and new relationships to fl ourish. The mentoring
relationships focus on career progression and stepping into leadership
roles. At present, it has 25 mentees, with plans to double the number of
partnerships and expand the scheme to encompass senior supply chain
leaders in the year ahead.
Giving our new colleagues the conditions to thrive.
A main focus over the past year was giving new managers the tools
they needed to nurture and inspire their teams. A key tactic in this was
developing “The New Mangers Club” which aims to give managers a safe
space, to feel supported, and to take time to learn about the business.
The group’s aim is to grow The New Managers Club throughout
the next year.
By increasing support for new starters, the group reduced the probation
period from 6 to 3 months and added a new suite of documents and
training to support the process.
Engagement – getting closer to our colleagues
The group wants every colleague in its business to have an opportunity to share ideas and have their voice heard. The
group’s ethos is to constantly evolve its ways of working and listening mechanisms are no exception.
Team wellbeing is central to how the group operates.
commitment to some of the external challenges teams face. The group has continued to talk
about and deliver engagement activities to reduce the stigma that still unfortunately exists
around mental health issues in the workplace. Its strategy combines both practical and targeted
support for our colleagues. Each pillar represents what people have said matters the most to
them when talking about wellbeing at work.
As we look forward to next year, the group will embark on a training programme that upskills its
people team to become accredited Mental Health First Aiders, aiming to support colleagues who
may need someone to talk to.
A drive for better data continues this year with the implementation of a group-wide exit interview strategy. The data
obtained has led to signifi cant changes to the way the group delivers talent development and has shaped course content.
This level of insight has also allowed the group to develop a detailed people dashboard which highlights trends and allows
it to take strategic actions around engagement activities.
Over 80
bespoke
sessions delivered
across Manchester,
London and virtually
650 spaces
on workshops
booked and
attended
Learn on
your terms –
Over 50 different
pieces of on
demand digital
content
The “Leader
In Me” programme
continues to develop
our next talented
managers across
our distribution
centres with over 30
attendees in FY24
The group took the time to listen to a selection of
employees in September 2023 through structured
talk back sessions. The feedback raised in the
sessions kick started several positive changes,
including the creation of the “boohoo board”;
a listening forum that shares commercial ideas
regarding product opportunities. The senior team
are now committed to making these touch bases a
regular feature in the calendar.
The group held listening sessions to understand what
makes a diff erence for colleagues. The output from
the sessions has helped shape its thinking and it has
been able to incorporate their ideas into this year’s
benefi ts platform update.
Interactive sessions were held in the group’s London
and Manchester Head Offi ces. They were hosted
by the people team and the Debenhams’ senior
leadership team. The sessions covered 5 key areas
that we believe shape team culture:
•
Communication & Listening
•
Team Building & Empowerment
•
Leadership & Personal Development
•
Education & Learning
•
Psychological Safety & Wellbeing
A robust action plan, owned by Debenhams’ senior
leadership team, is now in place.
CASE STUDY 1
CASE STUDY 2
CASE STUDY 3
HAVE YOUR SAY AT BOOHOO
REWARD LISTENING GROUPS
TALKBACK SESSIONS
WITH DEBENHAMS
Across away days last year the group challenged
teams with one big question … if you were CEO
for the day what would you do? Teams across the
business generated a wide range of ideas that have
fed into each brand’s strategy. This activity played
directly into the group’s founding principles of being
an entrepreneurial business.
The group’s supply chain teams continue to utilise
their “Your Voice” forum. This forum is now in its third
year and continues to be sponsored by the group’s
senior leadership team, connecting supply chain
teams with the wider business.
CASE STUDY 4
CASE STUDY 5
CEO FOR THE DAY AT PLT
YOUR VOICE
Time and space for our people to create
and innovate.
The group likes to give our people a chance to
connect with their team and to build relationships
throughout the business. Team days are an important
part of this and are designed to encourage peer-to-
peer networking and cross-department collaboration.
New talent matters.
The group is a proud employer of over 60
apprentices who study a wide range of qualifi cations,
from leadership accreditations to the highly regarded
CIMA qualifi cation. The group is committed to
expanding the number of learners in 2024/25 and is
looking to build further representation in product-
focused departments.
The group has further developed its work placement
and graduate programmes to ensure new talent is
getting the most out of their experience with the
group. This is led through increased brand input and
structure, meaning the group has had the opportunity
to attract top talent from our partner universities
and connections.
Graduates are increasingly given the opportunity
to develop their career with experience such as
presenting their key learnings to the group’s senior
leadership team. The group believes in creating
a supported but stretching space for young
talent which in turn, results in improved business
relationships and a reduction in attrition. Over the last
year, the group has welcomed graduates in its supply
chain, marketing and fi nance departments.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
28
28
Make a diff erence moments
Engagement activities continue to be a defi ning characteristic of the boohoo culture. The
group continues to push the creative envelope with events and aim to make a diff erence to
colleagues. Looking back over the last 12 months engagement calendar has evolved with a
key aim of having inspiring and inclusive events available for all colleagues.
Hiring the best
An important focus over the past year has been to improve processes and approach
to recruitment, with the goal of building a more diverse team, ensuring the group has
recruitment tools that level the playing fi eld for people. This started with aligning brand
recruitment guidelines to the group’s PACCT Values and driving effi ciencies to internal
processes, to reduce the length of the hiring process and improve the experience for
applicants.
Colleagues share knowledge with hiring managers through a bitesize video series. By
harnessing the power of AI, the group plans to take our recruitment to the next level.
Valuing our people
Over the years the group’s reward proposition has continued to grow and mature, and it is
confi dent that the benefi ts it off ers are impactful and driven by our colleagues. Recognition
of long-standing colleagues’ dedicated commitment continues through the group’s long
service award proposition. These internal accolades have continued to connect colleagues
to the business.
The group has introduced additional opportunities for colleagues to customise their own
reward package with their personal lifestyle in mind. For instance, it now off ers Virgin
Experience vouchers to promote colleagues’ well-being and enables them to plan weekend
getaways and day trips. Another new benefi t this year is “the Coff ee Club,” which aligns
with the group’s aim to provide more perks based on the feedback it received about
adding small treats to the reward package.
The rewards team feel passionately about making our colleagues’ reward package clear
and accessible. On the back of the recent listening sessions, communication of rewards
and benefi ts is clearer and more transparent with a new suite of videos, infographics and a
podcast to share the options on off er.
Think equality. Think belonging.
As of the end of February 2024, female colleagues made up 49% of the group’s workforce
and hold 40% of senior leadership positions.
The group recognises the benefi ts that reducing the gender pay gap will bring, including
reduced staff turnover rates, boosted team morale, enhanced innovation and productivity,
and access to a wealth of diverse talents. Pay frameworks are proudly gender neutral as the
group strives for continued gender pay equality. For the fi fth year in a row median gender
pay gap data is in favour of females, with the median female paid 7.9% more than their
male counterpart. For the third year running this is also true for mean gender pay gap, with
the average female paid 3.4% more.
The group is passionate about talent at all ages, and it employs people from the age of
18 through to age 70. The average age of a colleague working across the group is 35. The
diverse age range of colleagues provides a rich wealth of experience and perspectives
across the group and ensures it can truly meet the needs of vast customer profi les.
Wellbeing fortnight
A 2 week festival that focused on the mind, body and soul from
a wellbeing perspective
Happy Holidays
A celebration of being together and spending time with member of
the boohoo family with a Christmas twist
The PrettyLittleThing board
A listening forum was launched with colleagues across the business to
collate feedback and review brand opportunities
Townhalls
Our regular live business update to keep our teams in the know
Mental Health Awareness Week
A group wide opportunity to put the spotlight on supporting each other and
recognising the importance of strong mental health
Insight interviews with John Little
Insightful sit downs with our CEO. The teams have loved a chance to get the
inside track on business directly from our leader
Youth Groups
Teams from each of our brands have had ‘an audience’ with the group’s
board of directors talking all things Product, Customer, Trends and Culture
21%
of vacancies are
fi lled with internal
talent
85,000
candidates have
applied to work for
the group over the
last 12 months
Average hiring time
28 DAYS
Employee Appreciation day
The jewel in the engagement crown, a day devoted to our wonderful
team and a chance to say a heartfelt thank you for all their eff orts
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
30
30
2024
2023
Change
£ million
£ million
Gross Merchandise Value (GMV)(1)
1,808.9
2,086.2
(13%)
Revenue
1,461.0
1,768.7
(17%)
Gross profi t
756.1
895.2
(16%)
Gross margin
51.8%
50.6%
120bps
Loss before tax
(159.9)
(90.7)
(58.9)
Loss per share
(11.48p)
(6.13p)
(4.76p)
Net (debt)/cash(2) at year end
(95.0)
5.9
(100.9m)
Adjusted measures(3):
Adjusted EBITDA(4)
58.6
63.3
(7%)
% of revenue
˦̅ˢͬ
3.6%
40bps
Adjusted EBIT(5)
(18.0)
6.9
(24.9)
% of revenue
(1.2%)
0.4%
(160bps)
Adjusted profi t before tax(6)
(31.0)
(1.6)
(29.4)
Diluted loss per share(7)
(2.86p)
(0.02p)
(2.84p)
Notes:
(1) @d¶ is a non-statutory measure, defi ned aṡ All merchandise sold to customers
after cancellations and returns, including ¶AT, carriage receipts and premier
subscription income.
(2) Net (debt)/cash is cash less borrowings, excluding lease liabilities.
(3) Adjusted measures, which are not statutory measures, show the underlying
performance of the group excluding large, non-cash and exceptional items
(see note 1).
(4) Adjusted EBITDA is calculated as loss before tax, interest, depreciation,
amortisation, share-based payment charges and exceptional items.
(5) Adjusted EBIT is calculated as loss before tax, interest, amortisation of acřuired
intangible assets, share-based payment charges and exceptional items.
(6) Adjusted loss before tax is calculated as loss before tax, excluding amortisation of
acřuired intangible assets, share-based payment charges and exceptional items.
(7) Adjusted loss per share is calculated as diluted earnings per share, adding bacĦ
amortisation of acřuired intangible assets, share-based payment charges and
exceptional items.
@d¶ was down 13% vs ?½23 to £1,808.˫ million from £2,086.2
million as group performance continued to be impacted by a
diffi cult macro-economic environment. @roup revenues for the
period declined by 17% (17% onstant Exchange ate ͠ ̤ E̥)
to £1,461.0 million from £1,768.7 million in 2023.
¡Z revenues declined 16% refl ecting the impact of the macro
environment on consumer demand, as well as price investments
and the previously mentioned increase of the Debenhams mar-
Ħetplace within the sales mix. International revenues declined
20%, with extended delivery times continuing to impact our
customer proposition for most of the period and annualisation
against strong wholesale comparatives. The group̧s ¡ distribu-
tion centre went live in August with its fi rst brand, retty\ittleTh-
ing, on time and on budget, as part of a phased roll-out of brands
into the site. This has transformed the delivery proposition for
customers in a Ħey strategic marĦet, and for brands that are
operationally live, delivery times have improved by 3 days on av-
erage since launch.
The group̧s core brands, defi ned as boohoo, boohoodAN,
retty\ittleThing, Zaren dillen and Debenhams accounted for 6
percentage points of the group̧s total revenue decline. darĦet-
place effect on sales had a 4 percentage points impact a result
of the group only recognising the commission income on mar-
Ħetplace sales as opposed to the full value of a product. trong
@d¶ growth was achieved within the Debenhams marĦetplace, a
capital-light, stocĦless model, targeting the ¡Z customer, which
has driven high margin growth and expanded our customer
proposition during the year, with over 3,500 brands onboarded.
\abels accounted for 8 percentage points of the group̧s total
revenue decline, following proactive actions taĦen to target more
profi table sales by transitioning them over to the Debenhams
marketplace.
@ross product margin was 51.8%, up 120bps on the prior period
(2023̇ 50.6%). Adjusted EBITDA was £58.6 million (2023̇ £63.3
million), a decrease of 7%. Adjusted EBITDA margin was 4.0%,
up 40bps on the prior period (2023̇ 3.6%). \oss before tax was
£15˫.˫ million (2023̇ £˫0.7 million). \oss per share was 11.48p
(2023̇ 6.13ps). Adjusted loss per share was 2.86p (2023̇ 0.02p).
The improvement in adjusted EBITDA margin refl ected strong
improvements seen across gross margins and distribution costs,
which improved by 120bps and 60bps respectively year on year.
The improvement in gross margin refl ected tighter inventory
management and normalisation of freight and other logistics
costs. Distribution cost savings were driven by signifi cant effi cien-
cies that have been unlocĦed from the successful automation of
our heffi eld distribution centre and from the rationalisation of
the ¡Z warehousing profi le following the closure of the group̧s
Daventry site in Xanuary.
mther administrative costs reduced by 20% year on year and
50bps as a percentage of net sales, refl ective of the tight
cost control measures implemented during the year as a
result of the group̧s cost reduction programme. darĦeting
costs reduced by 3% as spend was optimised across mar-
Ħeting channels but increased by 1˫0bps as a percentage of
sales. This refl ects the impact of the macro environment on
consumer demand, targeted investments in specifi c growth
opportunities as well as underlying infl ationary pressures
across digital marĦeting channels. This will be assessed going
forwards through optimisation of marĦeting channels to
drive performance as well as brand activation campaigns to
drive higher levels of organic and direct traffi c.
During the year, the group incurred signifi cant non-recurring
costs, which are shown as exceptional items in the fi nancial
statements and have not been included in the adjusted
performance measures. These items relate to restructuring
costs and impairment of assets associated with the closure
of the Daventry warehousing facility, set up costs associated
with the opening of a warehousing facility in the ¡A, impair-
ment of the group̧s acřuired intangible assets, dual technol-
ogy platform running costs associated with the re-platform-
ing of the group̧s e-commerce front end to its own in-house
developed tech stacĦs, and redundancy costs associated
with the group̧s cost reduction programme. Additional ex-
ceptional costs associated with the restructuring of the ¡Z
warehousing facilities and dual technology platform running
costs are expected to be incurred in the next fi nancial year.
These exceptional items amounted to £103.0 million and are
detailed in note 1 of the fi nancial statements.
During the year the group recognised a £10.2m gain within
other reserves on transition of its investment in evolution
Beauty plc, which was previously accounted for as a fi nancial
asset at fair value through other comprehensive income, as
irrevocably designated at the time of investment, in accord-
ance with I? ˫, and is now classifi ed as an investment in
associate in accordance with IA 28. ?urther details are de-
tailed in note 14 and note 26 of the fi nancial statements.
In accordance with the acřuisition agreement entered into
with the non-controlling interests of retty\ittleThing.com
\imited and announced on 28 day 2020 16,112,331 mrdinary
hares in boohoo group plc were to be issued subject to the
group̧s share price averaging 4˫1 pence per share over a six-
month period, up until a longstop date of 14 darch 2024. If
this was not met, the consideration was to lapse.
As at 2˫ ?ebruary 2024 the issuing condition had not been
met and could not have been met before the longstop date
of 14 darch 2024. As a result the shares to be issued have
been derecognised and recycled through other reserves
alongside the reserves created upon acřuisition of the
non-controlling interest in retty\ittleThing.com \imited.
?urther details are detailed in note 25 and note 26.
REVIEW OF THE BUSINESS
GROUP OVERVIEW
REVIEW OF THE BUSINESS
PERFORMANCE DURING THE YEAR
OVERVIEW
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
32
32
OUR BUSINESS MODEL
DELIVERING VALUE FOR ALL OUR STAKEHOLDERS
·hile trading conditions have remained challenging
due to cost infl ation, uncertain consumer demand and
normalisation of the channel shift online, the group has
a strong business model and clear strategy with which
it is focussed on executing to unlocĦ marĦet share,
which will allow it to build on its existing strengths oḟ
̏
Test and repeat sourcing model that allows our
brands to utilise our diverse sourcing base with
agility and fl exibility whilst minimising excess
inventory risk
•
Attractive brand portfolio that combines the latest
trends with outstanding value for consumers
•
16.2 million uniřue active customers
̏
A broad target addressable marĦet of up to 500
million potential customers in key global markets
̏
·ell-invested infrastructure that offers best-in-
class, effi cient logistics and a strong customer
proposition with our fi rst international distribution
centre now live, with signifi cant capacity for
future growth
̏
trong balance sheet with signifi cant
liřuidity headroom
̏
Numerous growth opportunities through our
branḑs direct-to-consumer proposition,
Debenhams and other routes to marĦet, including
strategic partnerships with select partners globally
Key performance indicators
Active customer numbers in the last 12 months de-
creased by (10%) to 16.2 million whilst the conversion
rate to sale increased slightly by 80bps to 3.82%
from 3.74%. Average order value decreased by 3% to
£51.68 and the number of items per basĦet decreased
slightly from 2.82 to 2.80. Average order freřuency
decreased by 3% from 3.08 to 2.˫˫ times p.a. refl ect-
ing the impact of the macro environment on consumer
demand.
Cash and working capital management
mperating cash infl ow was £0.1 million (2023̇ £130.˫
million infl ow). The value of inventory held has in-
creased year on year by £2˫.˫ million as a result of the
opening of the warehousing facility in the ¡A, neces-
sitating the maintenance of adeřuate inventory levels
across multiple territories.
apital expenditure of £64.8 million included a sub-
stantial investment in property and distribution centres
of £26.˫ million, mainly around the opening of the
warehousing facility in the ¡A. Net cash outfl ow was
£100.˫ million (2023̇ £22˫.6 million infl ow). Net debt
at the year-end increased to £˫5.0 million (2023̇ £5.˫
million net cash), with total liřuidity of £230.0 million.
During the prior year the group rolled forward its re-
volving capital facility, with a facility of £250m available
until darch 2026.
The group will continue to maĦe selective investments
to support its platform and brands, in line with its in-
ternal investment criteria and in a manner that refl ects
the current macro-economic environment.
PERFORMANCE BY MARKET
UK
The ¡Z marĦet continues to be the largest for the
group, accounting for 63% of revenue (2023̇ 62%).
evenue was £˫21.5 million declining by 16% on 2023
refl ecting the impact of the macro environment on
consumer demand, as well as price investments and in-
crease of the Debenhams marĦetplace within the sales
mix. @ross margin improved from 47.˫% to 50.0% and
return rates have reduced slightly, which is attributable
to product mix and the capturing of defl ation in our
supply chain and pass-through of lower prices to
our consumers.
USA
¡A revenues declined 18% on the prior year. Delivery
times to the ¡A for most of the period remained
elevated compared to pre-pandemic levels, and this
has undoubtedly impacted demand. uccessful go-live
of the group̧s ¡ distribution centre on time and on
budget in August has transformed the delivery prop-
osition for ¡ customers, and there will be a phased
roll-out of brands operating in the facility. eturn rates
have decreased year on year refl ecting brand mix.
@ross margin reduced from 58.0% to 55.˫% refl ecting
brand mix as well as the impact of duties associated
with the new distribution centre.
Rest of Europe
evenue in the rest of Europe decreased by 20% year
on year to £165.8 million (2023̇ £206.5 million). @ross
margin improved slightly from 52.0% to 52.7% and
return rates decreased year on year.
Rest of world
evenue in the rest of the world decreased by 30%
on the prior year to £74.6 million (2023̇ £107.0 million)
and was also impacted by annualisation against strong
wholesale comparatives. @ross margin improved from
50.7% to 54.8% with return rates decreased year
on year.
FINANCIAL REVIEW
2024
2023
Change
Change
£ million
£ million
E
¡Z
921.5
1,0˫1.5
(16%)
(16%)
est of Europe
165.8
206.5
(20%)
(1˫%)
¡A
299.1
363.7
(18%)
(18%)
est of world
74.6
107.0
(30%)
(30%)
1,461.0
1,768.7
(17%)
(17%)
KPIs
2024
2023
Change
Active customers(1)
16.2 million
18.0 million
(10%)
Number of orders
48.5 million
55.5 million
(13%)
mrder freřuency(2)
2.99
3.08
(3%)
Conversion rate to sale(3)
3.82%
3.74%
2%
Average order value(4)
£51.68
£53.32
(3%)
Number of items per basĦet
2.80
2.82
(1%)
(1) Defi ned as having shopped in the last 12 months on the website and app, including marĦetplace.
(2) Defi ned as number of website and app orders in last 12 months divided by number of active customers.
(3) Defi ned as the percentage of website and app orders taĦen to internet sessions.
(4) alculated as gross sales including sales tax divided by the number of orders.
REVENUE BY GEOGRAPHICAL MARKET
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
34
2024
2023
Change
£ million
£ million
Gross Merchandise Value (GMV)
1,808.9
2,086.2
(13%)
Revenue
1,461.0
1,768.7
(17%)
Cost of sales
(704.9)
(873.5)
(19%)
Gross profi t
756.1
895.2
(16%)
Gross margin
51.8%
50.6%
120 bps
Operating costs
(698.8)
(832.1)
Other income
1.3
0.2
Adjusted EBITDA
58.6
63.3
(7%)
Adjusted EBITDA margin %
4.0%
3.6%
40 bps
Depreciation
(48.0)
(39.5)
Amortisation of other intangible assets
(28.6)
(16.9)
Adjusted EBIT
(18.0)
6.9
(361%)
Adjusted EBIT margin %
(1.2%)
0.4%
(160ps)
Adjusting items:
Amortisation of acquired intangible assets
(8.4)
(12.2)
Equity-settled share-based payment charges
(17.5)
(32.0)
Exceptional items and impairment
(103.0)
(44.9)
Operating loss
(146.9)
(82.2)
(79%)
Finance income
9.5
3.5
Finance expense
(22.5)
(12.0)
Loss before tax
(159.9)
(90.7)
(76%)
Tax
19.0
15.1
Loss after tax
(140.9)
(75.6)
(86%)
Share of results of associates
3.1
-
-
Loss for the year
(137.8)
(75.6)
(82%)
Loss per share
(11.48p)
(6.13)p
(78%)
Adjusted loss after tax for the year
(34.3)
(0.2)
(17,050%)
Amortisation of acquired intangible assets
(8.4)
(12.2)
Share-based payment charges
(17.5)
(32.0)
Exceptional items and impairment
(103.0)
(44.9)
Share of results of associate
3.1
-
Adjustment for tax
22.3
13.7
Loss after tax for the year
(137.8)
(75.6)
(82%)
Adjusted loss per share
(2.86p)
(0.02p)
(17,529%)
2024
2023
£ million
£ million
Intangible assets
104.3
131.5
Property, plant and equipment
349.3
371.6
Right-of-use assets
85.6
136.4
Financial assets
0.3
15.6
Investment in associate
29.6
-
Deferred tax asset
32.1
23.5
Non-current assets
601.2
678.6
Working capital
(92.8)
(104.9)
Lease liabilities
(121.9)
(138.6)
Net fi nancial assets/(liabilities)
2.3
(16.8)
Cash and cash equivalents
230.0
330.9
Interest-bearing loans and borrowings
(325.0)
(325.0)
Deferred tax liability
(16.8)
(24.2)
Net current tax asset
2.7
-
Net assets
279.7
400.0
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
34
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FINANCIAL REVIEW Continued...
GMV was down 13% vs FY23 to £1,808.9 million from £2,086.2 million and group revenue for the year
declined by 17% (17% CER) when compared to the previous year at £1,461.0 million (2023: £1,768.7
million), refl ecting the impact of the macro environment on consumer demand.
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 profi tability of the business. Adjusted EBITDA decreased by 7% from £63.3 million to
£58.6 million and, Adjusted EBITDA margin, increased from 3.6% to 4.0%, refl ecting strong improvements
seen across gross margins and distribution costs, which improved by 120bps and 60bps respectively year
on year.
Operating costs, comprising distribution costs and administrative expenses, excluding depreciation and
amortisation, have increased by 80bps to 47.8% of revenue. Other administrative costs reduced by
20% year on year and 50bps as a percentage of net sales, refl ective of the tight cost control measures
implemented during the year as a result of the group’s cost reduction programme. Marketing costs
reduced by 3% as spend was optimised across marketing channels but increased by 190bps as a
percentage of sales. This refl ects the impact of the macro environment on consumer demand, targeted
investments in specifi c growth opportunities as well as underlying infl ationary pressures across digital
marketing channels.
Adjusted profi t/loss after tax, as with Adjusted EBITDA, provides another more consistent measure of the
underlying profi tability 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.
The group recognised a total expense of £17.5 million during the year (2023: £32.0 million) relating to
equity-settled share-based payment transactions.
Exceptional items amounted to £103.0 million and are shown in more detail in note 1 of the fi nancial
statements. These items relate to restructuring costs and impairment of assets associated with the closure
of the Daventry warehousing facility, set up costs associated with the opening of a warehousing facility in
the USA, impairment of the group’s acquired intangible assets, dual technology platform running costs
associated with the re-platforming of the group’s e-commerce front end to its own in-house developed
tech stacks, and redundancy costs associated with the group’s cost reduction programme. Additional
exceptional costs associated with the restructuring of the UK warehousing facilities and dual technology
platform running costs are expected to be incurred in the next fi nancial year.
A tax credit of £19.0m has been recognised, which represents an effective rate of tax for the year of 11.9%
(2023: 16.6%). This is lower than the tax credit calculated when multiplying the loss before tax at the
blended UK statutory rate of tax for the year of 24.5% (2023: 19.0%), due to expenditure not deductible
for tax purposes, being principally depreciation on buildings and fi t-out, disallowable legal claims and share-
based payment charges on growth shares.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
36
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
36
2024
2023
£ million
£ million
urchased đntanĈđble and fi xed assets
Intangible assets
TrademarĦs and customer lists
-
-
oftware and licences
32.2
32.1
32.2
32.1
Tangible fi xed assets
Distribution centres
26.9
46.8
mffi ces, offi ce eřuipment, fi xtures and fi t-outs
5.7
12.3
32.6
5˫.1
otal đntanĈđble and fi xed-asset addđtđons
64.8
˫1.2
2024
2023
£ million
£ million
Loss for the year
(137.8)
(75.6)
hare-based payments charge
17.5
32.0
Depreciation charges and amortisation
85.0
68.6
Impairment charges
75.7
13.4
@ain on sale of property, plant and eřuipment
(0.1)
-
eclassifi cation to profi t or loss of discontinued hedge contracts
(13.9)
14.3
hare of results of associates
(3.1)
-
?inance income
(9.5)
(3.5)
?inance expense
22.5
12.0
Tax credit
(19.0)
(15.1)
(Increase)/decrease in inventories
(29.9)
101.3
Decrease in trade and other receivables
5.2
1˫.4
Increase/(decrease) in trade and other payables
7.5
(35.˫)
mperatđnĈ cash (out)̒đnƾ oƂ
0.1
130.˫
apital expenditure and intangible asset purchases
(64.8)
(˫1.2)
Investments in eřuity instruments
(1.3)
(15.3)
roceeds from the sale of property, plant and eřuipment
1.2
0.5
Tax repaid
1.8
5.8
?ree cash (out)̒đnƾ oƂ after tax
(63.0)
30.7
Net proceeds from the issue of ordinary shares
0.1
0.2
urchase of own shares by EBT
(15.3)
(7.4)
?inance income received
10.1
2.7
?inance expense paid
(15.9)
(˫.6)
Lease payments
(16.9)
(12.0)
Increase in borrowings
-
225.0
Net cash (out)̒đnƾ oƂ
(100.9)
22˫.6
ash and cash eřuđƁalents at beĈđnnđnĈ of year
330.9
101.3
ash and cash eřuđƁalents at end of year
230.0
330.˫
Lđřuđdđty and fi nancđal resources
mperating cash infl ow was £0.1 million compared to an infl ow of £130.˫ million in the previous year and
free cash outfl ow after tax was £63.0 million compared to an infl ow of £30.7 million in the previous
fi nancial year. apital expenditure and intangible asset purchases were £64.8 million, which includes a
£26.˫ million investment in our distribution centres to support future growth. The value of inventory held
has increased year on year by £2˫.˫ million as a result of the opening of the warehousing facility in the
¡A, necessitating the maintenance of adeřuate inventory levels across multiple territories. The closing
cash balance for the group was £230.0 million and the net debt balance £˫5.0 million.
INTANGIBLE AND FIXED-ASSET ADDITIONS
CONSOLIDATED CASH FLOW STATEMENT
FINANCIAL REVIEW
Continued...
There has been a substantial investment in property and distribution centres to
facilitate our next phase of growth. Balance sheet strength is maintained with £134.6
million of unencumbered freehold assets. The value of inventory held has increased
year on year by £2˫.˫ million as a result of the opening of the warehousing facility in
the ¡A, necessitating the maintenance of adeřuate inventory levels across multiple
territories.
During the period, the group incurred signifi cant non-recurring costs, which are
shown as exceptional items in the fi nancial statements and have not been included
in the adjusted performance measures. These items include impairment of assets
associated with the closure of the Daventry warehousing facility and impairment of
the group̧s acřuired intangible assets.
During the year ended 28 ?ebruary 2023 26.47% of the issued share capital
of evolution Beauty @roup plc (̤E¶B̥) was acřuired. The eřuity accounting
reřuirements of IA 28 (Investments in associates and joint ventures) were
considered, and it was determined that signifi cant infl uence did not exist either at
the time of initial recognition or as at 28 ?ebruary 2023. The eřuity investment was
accounted for as a fi nancial asset under I? ˫ with the option taĦen to hold at fair
value through other comprehensive income, as irrevocably designated at the date of
recognition.
mn 18 Xuly 2023 the group entered into a settlement agreement with E¶B
regarding the reconstitution of the E¶B board. The group also increased its
shareholding in E¶B to 27.13%. The eřuity accounting reřuirements of IA 28 were
reconsidered, and it was determined that signifi cant infl uence did exist as a result of
the settlement agreement, access to accounting records and reconstitution of the
E¶B board (including the appointment of Neil atto, former group ?m and NED,
and Alistair dc@eorge, who remains a NED on the group̧s board). As a result the
investment has been accounted for as an associate under IA 28 from 18 Xuly 2023.
The investment, which was previously accounted for under I? ˫, was derecognised
and the cumulative gain recognised in other comprehensive income of £10.2m was
reclassifi ed to other reserves as a revaluation adjustment in line with I? ˫ and
the group̧s accounting policy. ¡nder the eřuity accounting reřuirements of IA
28 the group̧s share of the results of associate for the period from 18 Xuly 2023
to 2˫ ?ebruary 2024 is included in the carrying value of the associate in the group
statement of fi nancial position and included within the group income statement
using the eřuity method of accounting.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
38
OUTLOOK AND GUIDANCE
̏
In ?½24, we tooĦ signifi cant steps to reposition the group for
sustainable, profi table growth.
̏
·e are targeting @d¶ growth, as well as continued improvements
in adjusted EBITDA margin.
̏
·e remain confi dent in 6-8% medium term EBITDA margin target.
̏
In ?½25, we will continue to leverage the increasing effi ciencies
generated by our investment in automation and capacity with an on
going focus on cost reduction.
̏
·e remain on tracĦ to deliver annualised cost savings of £125 million
across cost of goods, supply chain and overheads in ?½25.
̏
ignifi cant capital expenditure reduction expected in ?½25 with
investment cycle now complete.
̏
The group expects to generate positive free cash fl ow in ?½25.
Reporting
requirement
Business Model
eoı-fi ıaıcial ZIs
Risk Management
Environmental matters
Social matters
Human rights
Our people
Anti-bribery and corruption
compliance
N/A
N/A
Risk management policy
and procedures
Animal Derived Materials Policy
Supplier Code of Conduct
Diversity and Inclusion policy
Health and Safety policy
Modern Slavery Statement
Modern Slavery Policy
Supplier Code of Conduct
Responsible Purchasing
Practices
Employee Code of Conduct
Employee Handbook
Respect at Work policy
Anti-Bullying and
Harassment Policy
Whistleblowing Policy
Anti-Bribery and
Corruption Policy
Third Party Due
Diligence Policy
Whistleblowing Policy
Employee Code of Conduct
Business Model
20
8
33
40
64
51
81
64
81
64
40
81
22
22
64
64
22
40
Year in review
Performance during the year
Risk report
What’s on our radar
TCFD report
ESG report
TCFD report
S172 statement
ESG report
S172 statement
ESG report
Risk report
S172 statement
Our culture and values
People report
ESG report
ESG report
People report
Risk report
Page
number
Relevant policies and
documents which govern
our approach
Sections within the Annual
Report to read more about the
oŬtcomes aıd related ıoı-fi ıaıcial
KPIs of Our Commitment
FINANCIAL REVIEW
Continued...
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
38
FINANCIAL REVIEW
Continued...
NON-FINANCIAL AND SUSTAINABILITY
INFORMATION STATEMENT
This section of the trategic eport constitutes the group̧s Non-?inancial
and ustainability Information tatement, produced to comply with ections
414 A and 414 B of the ompanies Act 2006 (as amended by The ompanies
(trategic eport) ( limate-related ?inancial Disclosure) egulations 2022). The
information listed is incorporated by cross-reference.
olicies on these matters can be found at ƂƂƂ.boohooplc.coİ.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
40
40
HOW THE GROUP MANAGES RISK
RISK MANAGEMENT
Top down and bottom-up
identifi cation methods including
workshops, interviews, committees,
focus groups and ad hoc
engagement across the group
IDENTIFY
Prioritisation and measurement
of risks using consistent risk
assessment methods and against
risk appetites agreed with the
board
Review and update of scoring metrics to
keep pace with changes in the business
ASSESS
Identifying, improving, reviewing
and auditing control measures that
reduce risk impact or likelihood
Further documentation of controls across
key risk areas, to achieve standardisation,
ownership and evidencing to support
oversight
MANAGE
Monitoring and reporting on the
status of risks
Roll out of control attestations across key
risk areas to allow regular monitoring of
the continued operation of controls in
these areas.
MONITOR
Process stage
Process
Continuous improvement
Additional to complement existing
process stages
Risk management approach
The board has overall responsibility for risk management. That responsibility is discharged
with the aide of the risk management framework, key elements of which are:
•
The governance structure which facilitates
the other elements of the framework
•
Clear lines of communication
•
Clearly defi ned responsibilities
•
Oversight of both risks and the
framework itself
•
Validating the appropriateness of the
supporting system of internal controls
and for reviewing their eff ectiveness
Eff ective risk management is an evolving and continuous process; our aim is to intrinsically embed eff ective
risk management throughout the business to manage risk in a way that helps the group achieve its objectives.
During the last fi nancial year, there has been ongoing improvements to the group’s risk management
framework and the way it manages risk. This includes, but is not limited to:
•
The evolution of the risk management policy, approved annually by the board;
•
Updating of the risk measurement metrics to refl ect the current position of the business; and
•
Roll out of standardised controls documentation standards and associated attestations across top
priority business areas.
Our risk management methodology is now well embedded across the group.
We consider risk at various levels across the group:
• At strategic level, the Executive Risk Group oversees the monitoring of escalated functional risks
as well as key strategic risks to the group. The Risk Committee reviews the strategic risks facing
the group and assesses the mitigating factors, reviews emerging risks, performs deep dives on
key risks, and assists the board in setting the risk appetite of the group against which risks are
evaluated. Each risk is assigned to a senior executive through which ongoing activities, control
measures and any actions related to that risk are updated.
• At a functional level, each business function is responsible for preparing and maintaining their
functional risk registers and, with the assistance of the risk team, identifying, assessing,
managing and monitoring risks and reviewing emerging risks within their function. Each risk is
assigned an owner through which ongoing activities, control measures and any actions related to
that risk are updated.
• At project level, where there are projects that will have, or could have, a material impact on
any strategic risk, or where a project could introduce new material risk into the business, specifi c
project-level risk registers are maintained following the same risk management methodology as
functional and strategic risks.
The Risk Committee chaired by
Tim Morris, non-executive director,
independently reviews, on behalf
of the board, the Executive Risk
Group’s recommendations on
risk management. The Executive
Risk Group, chaired by the
CEO and supported by its sub-
committees, provides input and
recommendations to the Risk
Committee and, ultimately, the
board, through consultation with its
sub-committees. It acts as a forum
for senior management to discuss
principal and emerging risks, the
structure and implementation
of the risk strategy, system of
governance, risk management
framework, the quality and
eff ectiveness of the related internal
controls and reporting processes,
risk appetite limits and exposures,
and the overall risk profi le of the
business. The sub-committees and
focus groups each have a specifi c
focus on an area of risk. Each of
these groups escalates matters
to the Executive Risk Group as
necessary. Further details of the
governance framework can be
found on page 92.
RISK GOVERNANCE
OUR RISK MANAGEMENT APPROACH
PLC BOARD
Risk Committee
STRATEGIC RISK REPORTING
RISK APPETITE
FUNCTIONAL RISK REPORTING
FUNCTIONAL RISK REPORTING
Governance and Ethical
Compliance Committee
Executive Focus Groups
Health and Safety
Committee
Risk Owners
Executive Risk
Management Group
Internal Audit
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
42
As a result of complexity, inherent
within the supply chain, there is a
risk that inappropriate, unethical
or illegal practices go undetected,
which could lead to investigations
from regulatory bodies and may
cause reputational damage.
• Internal and supplier facing policy and standard
documents establish the required ethical standards.
• UK, Turkey, Italy and Morocco sourcing and
compliance function now in place and plans in place
for sourcing and compliance functions in China
and Pakistan.
• Global supply chain published March 2023, July
2023 and December 2023.
• Bureau Veritas-nominated audit partner and auditing
programme in place, non-compliance correction
process managed through UK and in country ethical
compliance teams
• UK manufacturing supply chain under-going Fast
Forward audit programme
• Ethical compliance committee provides oversight of
the ethical sourcing KPIs and key matters.
• Responsible Purchasing Practices built by brands
and part of brand buying practices. Modern
slavery, antibribery and ethical compliance training
programmes and plans in place across the group
• Whistleblowing mechanisms in place across the
supply base.
• The group commissioned Slave Free Alliance to
conduct a gap analysis across all of our operations –
all group functions and brands included. The outputs
from the analysis were discussed at board level and
agreed actions in place over the next several months
SUPPLY CHAIN
ETHICS
Director of
Responsible
Sourcing and
Group Product
Operations
Stable
Risk factors
Mitigation
Strategic risks
Functional, strategic and project risk registers are prepared using a consistent risk management
methodology. The registers are used to evaluate business impact and likelihood ratings, both
before (inherent) and after (residual) the eff ect of any mitigating activities or controls. The
group utilises leading risk, control and audit management software. The software enables
the Internal Audit and Risk team, risk and control owners, accountable directors and senior
leadership real-time access to up-to-date and accurate risk information at a Strategic and
Functional level, as well as ensuring appropriate documentation and trend analysis.
Integrated Assurance –Internal Audit planning is strongly aligned to the key strategic and
operational risks defi ned by the board via the Risk Committee and Executive Risk Group. The
results of internal and external audits are factored into the regular review of strategic and
functional risks. Our risk management process is an ongoing assessment of the key risks facing
our business, such that it is updated whenever there is a major change in the principal risks
and uncertainties. The Executive Risk Group and Risk Committee perform a full review of the
strategic risks, on a line-by-line basis, twice a year in congruence with the fi nancial reporting
timetable. Considered in this review are the addition or removal of strategic risks, the risk rating
of each risk and the impact of current mitigating factors and actions. The Executive Risk Group
meets quarterly, with direct lines of communication established for real-time consideration
should there be material changes to the risks faced by the business between meetings.
OUR RISK MANAGEMENT APPROACH
Continued...
As a result of macro-economic
conditions, there is a risk of
exchange rate and interest rate
fl uctuations that may impact
margins and a continuing focus on
liquidity and funding risks.
• Treasury policies are in place to manage both
interest rate and exchange rate volatility as well as
funding and liquidity risks.
• The CFO oversees treasury matters and adherence
to the treasury policies.
• Regular budgeting and forecasting ensure liquidity,
working capital and the groups capital structure
is suffi cient for business requirements and rapid
reaction to adverse business performance.
• Uncertainty due to fl uctuating exchange rates is
reduced by appropriate forward-looking hedging
policies.
• Uncertainty due to fl uctuating interest rates is
managed through monitoring and management of
the net interest rate.
• Risks around access to capital are managed through
maintaining and ensuring an appropriate mix of
long- and short-term funding sources for the group.
• Investment in expertise within the in-house
treasury function.
FINANCIAL
RISK
CFO
Increased
Risk heading
(risk owner)
(Movement
in year)
Risk factors
Mitigation
Strategic risks
The following are considered to be the principal risks and uncertainties as at 29 February 2024.
Risk heading
(risk owner)
(Movement
in year)
The business operates in a broad
and open market, with many
competitors. There are many
factors that infl uence customers’
choices, including service, fashion,
price and brand.
As a result of the above factors,
there is a risk that market share
may not grow or could decline.
• Operating a diff erentiated business model, across
brand and geographies insulates against specifi c
brand competitors as a group
• Investment in marketplace businesses model via
Debenhams brand provides further diversifi cation.
• Investment in brands, both at an individual level and
through acquisition
• Competitor activity and off erings are reviewed
regularly to remain abreast of market developments
and identify competitive advantages
• Consumers’ changing preferences are monitored
internally and by market research to ensure product
and service is relevant to demand
• Developments in e-commerce trends are monitored
to keep abreast of the latest developments
and innovations
• Performance targets control key deliverables
(product quality, customer service, traffi c, conversion
and spend)
COMPETITION
RISK
CEO and CFO
Stable
42
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
44
As a result of the global transition
to a lower carbon economy several
factors cause risk to our business.
These are considered in further
detail in our Climate report,
but include:
• Liability risk – The risk of litigation
brought by plaintiff s against
companies for their liabilities in
causing harm from climate change
• Market risk – The risk of market
disruption, cost of capital and
valuation changes as investors
prioritize returns from low
carbon companies
• Policy risk – The risk of legislation
enacted by national and local
governments to price and penalise
GHG emissions
• Technology risk – The risk of
disruptive technology changes
in key sectors of the economy
responding to changing
energy needs
• Customer risk – The risk of
market disruption, changes in
consumer preference trends and
demand projections
Mitigations are provided, in detail, with the Climate
report on page 51.
Risk factors
Risk factors
Mitigation
Mitigation
Strategic risks
Strategic risks
SUSTAINABIL-
ITY – CLIMATE
TRANSITION
Director of
Responsible
Sourcing and
Group Product
Operations
Increased
As a result of a high number of
high importance projects running
in parallel, including moving brands
into the new platforms and moving
some between distribution centres
in UK and US, there is a risk of
operational challenges, thereby not
meeting the expectations of both
internal and external stakeholders,
which could lead to reputational
damage.
Macro-economic factors, specifi cally
in Ukraine and the Red Sea continue
to bring uncertainty in freight costs
and to cause delays.
The group continues to operate
a large proportion of air freight
and whilst these fl ights may not
be impacted themselves the costs
and transit times remain prone
to volatility as the market moves
between sea and air.
• Internal projects capability including head of delivery
and project function, business analysts and
project managers
• The Change Advisory Board (CAB) consisting of
senior leadership and executive directors, ensures
that approvals are obtained in advance of changes
being implemented
• Established project methodology including the right
level of governance for each project
• Resourcing managed and reviewed to ensure key
projects are prioritised
• Dedicated sourcing team and inbound team, which
looks to identify market opportunities for keeping
costs down
• Diff erentiated supply chain mechanisms to not be
wholly reliant on one form of transport
• Procurement team focused on ensuring cost
benefi ts from falling freight prices are realised
• Active UK supply base which can be scaled up in
the event of signifi cant supply chain cost increases
or delays
• Established US distribution centre to improve
market off ering in US, including US sourcing
opportunities to keep lead times low
BUSINESS
CHANGE
CTO and IT
Directors
Decreased
SUPPLY CHAIN
COSTS
CEO & CFO
Increased
OUR RISK MANAGEMENT APPROACH
Continued...
As a result of climate change there
is a risk of acute perils (such as
fl ood, wind and extreme rainfall)
and chronic perils (such as drought,
heat stress and water stress). The
impact of these is considered in
more detail within our Climate
report and include:
• Risks to own facilities
• Risk to raw material
availability and cost
• Risks to revenue
Mitigations are provided in detail with the Climate
report in page 51.
SUSTAINABIL-
ITY – CLIMATE
PHYSICAL
Director of
Responsible
Sourcing and
Group Prod-
uct Opera-
tions
Stable
Risk heading
(risk owner)
(Movement
in year)
Risk heading
(risk owner)
(Movement
in year)
There is a risk of a cyber-attack,
which could lead to application,
system and operational downtime,
which may impact trading and
operations across the group.
• Board engagement in cyber risks, mitigations and
plans; regular updates at Executive Risk Group and
Risk Committee
• Perimeter security regularly updated and tested
• Industry leading tooling to prevent and
detect attacks
• 24/7 security operations centre
• Continued investment in IT tools and security teams
• Training of both technical and non-technical teams
regarding cyber security
• IT and security controls fully operational within
the group’s controls standardisation and
attestation programme
IT AND CYBER
SECURITY
CTO and IT
Directors
Stable
44
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
46
Risk factors
Mitigation
Strategic risks
A failure to consistently adhere
to the group’s governance and
regulatory obligations would
undermine our reputation as a
responsible retailer, and could
result in legal exposure, regulatory
sanctions or fi nes.
Operating in an increasingly
regulated and/or international
market adds complexity and a
greater risk of non-compliance.
• Strong board including suitable balance of executive
and non-executive directors, including an
Independent Deputy Chairman and Senior
Independent Director
• Governance is a standing agenda item at every
board meeting
• Dedicated Governance and Ethical
Compliance Committee
• Panel of external advisors utilised to provide
advice on emerging governance and regulatory
developments, including in overseas territories
• See Corporate Governance section on page 92 for
further details
GOVERNANCE
General
Counsel and
Company
Secretary
Stable
Risk factors
Mitigation
Strategic risks
As a result of operating in many
international markets and variations
in local regulation in those
diff erent markets there is a risk of
noncompliance.
As a result of complex data privacy
regulations and continuous increase
in threats to data, there is a risk of
a regulatory breach, which could
lead to regulatory investigation and
fi nancial penalties.
As a result of emerging regulations,
including those relating to green
claims, there is a risk that additional
compliance costs are incurred in the
future.
As a result of increased regulation
on buy-now-pay-later businesses,
there is a risk of increased customer
friction in this settlement method.
As a result of global pricing,
and promotion regulation and
compliance activities, there is a risk
of increased regulatory focus on the
group’s promotional strategy.
• Comprehensive and refreshed training of
colleagues on the importance of GDPR and
data security
• Advice sought and acted upon from experts in data
privacy to provide guidance on mitigating the risk
to the group – with regular updates on progress
presented to the Executive Risk Group, Risk
Committee and the board
• Privacy policies and procedures reviewed
and updated regularly
• Understanding and compliance with legislation and
regulatory guidance, including in developing areas,
such as those relating to green claims in the UK, EU
and US
• Impact reduced by skilled legal team in house and
utilising specifi c expert advice from external lawyers
in territories concerned
• Corporate aff airs team in place which monitors
emerging regulations to ensure the business is best
placed for any new compliance requirements
REGULATORY
COMPLIANCE
General
Counsel and
Company
Secretary
Increased
As a result of business change,
developing and implementing new
systems, controls and signifi cant
acquisitions, there is a risk that
culture is impacted, which could
lead to a decrease in brand ethos
and morale, impacting operations.
• Board commitment to positive change,
communication and leadership.
• Continued time investment in listening forums,
including improved exit interview process, new
starter focus groups, instant polls and pulse surveys
• Investment in Senior Leadership Development;
Talent Development programmes now in place for
both director and head of level
• Investment in management capability – Learning
Lab – behavioural development for all levels of the
business – entry level to senior manager
• PACCT organisation values now weaved through all
employee communications
• Enhanced performance review process that enables
personal check-ins with every employee
• DEI plan continues to evolve for the business and
now includes a 10-point playbook of
actionable initiatives.
• DEI workshops held for the board and all
management (over 600 managers);
• DEI Mission Statement;
• Members of DIR and Inclusive Employers,
accredited status
• Teambuilding sessions and away days
• Employee engagement calendar of events
to recognise and acknowledge our colleagues’
commitment and hard work and support
their wellbeing.
ETHOS AND
CULTURE
Chief People
Offi cer
Stable
OUR RISK MANAGEMENT APPROACH
Continued...
46
Risk heading
(risk owner)
(Movement
in year)
Risk heading
(risk owner)
(Movement
in year)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
48
Risk factors
Mitigation
Strategic risks
Governments may impose
additional direct and indirect taxes
on online businesses. Governments
are increasingly reducing duty and
tax-free thresholds on imports
and imposing tax collection
responsibility on sellers, thereby
increasing prices to consumers.
As a result of increased political
and trade tension, product sourced
from China and other territories for
sale in the US may be subject to
increased duties.
• Impact of potential future direct and indirect tax
rates considered in future plans
• Sales taxes already imposed in all major markets;
group believes its products will remain competitive
due to its online proposition and with customs
warehousing, the impact of duty costs can
be minimised
• The group’s agile sourcing model allows it to shift
production to quickly take advantage of favourable
duty rates
TAXATION
AND DUTIES
CFO
Stable
As a result of reliance placed on
third parties, there is a risk that key
third parties are not performing
in line with expectations, which
could lead to operational and
technological disruption.
As a result of an unplanned
business continuity incident/event,
there is a risk that warehouses
and key operations facilities are
required to close, which could
lead to reduced productivity and
operations across the group.
As a result of a critical IT failure,
when enforcement of disaster
recovery is required, there is a risk
that key recovery objectives are not
met, which could lead to data or
fi nancial loss.
• Supplier security assessments are conducted
• Diversifi cation of the service providers, where
appropriate, to spread risk
• Technology suppliers managed through regular
cadence of meetings
• Warehouses are protected by 24-hour security,
access control, fi re protection and sprinkler systems
• Head offi ce is protected by security alarm, access
control, fi re protection and sprinkler systems
• Electric power continuity is protected by
back-up generators
• Consideration has been given to location
diversifi cation, resulting in more options to move
sites in the event that a BCP incident occurs at
one site
• Business continuity plans are in place for all sites
• ITDR covers critical applications and third-party
contracts with appropriate SLAs
• Investment on monitoring and alerting, governance,
change management
• Technology enables colleagues to be able to work
24/7, as appropriate, from anywhere
THIRD
PARTIES
CEO and CFO
Stable
BUSINESS
CONTINUITY/
DISASTER
RECOVERY
CFO/CTO/
Supply Chain
Director
Stable
OUR RISK MANAGEMENT APPROACH
Continued...
Risk factors
Mitigation
Strategic risks
As a result of competitors inclined
to poach key staff and talented
individuals. Employees may leave
the company for better pay and
prospects elsewhere. Macro-
environmental changes resulting
in increased staff turnover
across industries.
As a result of these risk factors
there is a risk that the group’s ability
to recruit and retain staff aff ects its
ability to operate as a market leader.
• Careers website with >85k applications and a new
internal careers portal to encourage talent growth.
• Employee Value Proposition developed to showcase
the world of boohoo
• Global Grading Framework to provide clarity of roles
and progression
• Enhanced data capturing has enabled the
development of people metrics for the business
with a focus on improving e.g. labour turnover,
employee stability, etc
• Rewards platform provides a ‘one-stop shop’ for
the growing list of benefi ts including – cycle to work,
season ticket loans, life assurance etc
• Enhanced communication of our employee share
incentive schemes.
• Listening groups – learning from feedback and
acting on feedback
• People processes – evolved policies, interview
frameworks, evolved performance review process
and talent mapping
• Enhanced social media presence – Instagram;
LinkedIn showcasing our people proposition
PEOPLE RISK
Chief People
Offi cer
Stable
As a result of ethical and health
and safety regulations in relation to
products, there is a risk of product
liability costs, shipping delays and
potential legal implications.
As a result of any product quality
issues, there is a risk of a decline in
customer satisfaction.
• boohoo product performance lab operation and
providing in-house testing
• Programme to test suppliers’ products and educate
suppliers and buying teams on product compliance
in place
• Product performance manuals in place, continuous
training seminars under-way on categories such as
cosmetics, kids and footwear with buyers
and suppliers
• Product compliance and quality checks in place
within the UK and US distribution centres
• Product compliance and quality checks have
commenced in Turkey, Morocco, Pakistan (Karachi
and Lahore). Plans are in place to open further
inspection centres in India, Bangladesh and China
(Shanghai and Ningbo)
PRODUCT
RISK
Director of
Responsible
Sourcing and
Group Product
Operations
Stable
48
Risk heading
(risk owner)
(Movement
in year)
Risk heading
(risk owner)
(Movement
in year)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
50
50
RISK MANAGEMENT
WHAT’S ON OUR RADAR?
RISK MANAGEMENT
GOVERNANCE
MACROECONOMIC FACTORS
INTERNAL FACTORS
Through the ongoing work of Risk Owners and the Internal Audit
and Risk team, such as regular workshops, interviews, risk and
control update sessions and external monitoring the group
continues to actively identify emerging risks and issues that
could impact the group’s activities across the world.
a) Describe the board’s oversight of climate-related risks and opportunities.
The group continues to monitor
macroeconomic conditions and
geopolitical situations across
the globe, including key sales
markets, sourcing territories
and other factors of global
signifi cance. Globally, geopolitical
unrest is monitored continuously
to ensure the group’s exposure
to the markets, distribution or
supply base aff ected is managed
appropriately.
Shipping - In particular key
shipping lanes servicing our China,
India, Bangladesh and Pakistan
sourcing into the UK continue to
experience disruption due to unrest
in the Red Sea. Water shortages
in the Panama Canal are showing
signs of easing and this will reduce
pressure of services into our US
distribution centre.
US and UK Elections – With the
US and UK elections scheduled for
2024 the group will be monitoring
risks to trade and operations in
both countries. These include
policy or regulatory changes, trade
uncertainties, currency fl uctuations,
geopolitical tensions and consumer
confi dence.
EU VAT proposals – The EU are
currently pushing ahead with
Customs and VAT reforms which
would see numerous changes to
modernise the rules in the EU.
This would see a change to the
mechanism for collecting VAT (at
checkout for all values) as well
as the withdrawal of the current
€150 limit on the IOSS scheme
from March 2028. The group is
monitoring these changes and
considering the practical, pricing
and fi nancial impacts.
Sustainability regulations and
disclosures – The group recognises
that the requirements are
evolving in regard to sustainability
disclosures, in particular the
UK Sustainability Disclosure
Requirements, environmental
justice and anti-greenwashing
rules and legislation.
US distribution complexities
In the prior year the group
recognised the risks that the
complexities of opening our fi rst
distribution centre in the US
brings, along with the upsides of
an improved customer proposition.
These included transition risk,
customs risk, Sourcing model
risk and the risk of diverting
management focus.
Whilst the opening of the
distribution centre has given
further clarity to these risks and
the key risks navigated without
major issue, many of these will
remain whilst the remaining
brands transition into the US
distribution centre.
The long-term success of the group will be subject to its ability to manage climate-related risks. The group
recognises the increasing threat that climate change poses, and the impact that the production and selling of
garments has on the environment. The group also recognises the importance of managing its impact through its
value chain and building decarbonisation into the group’s decision making, strategy and business model.
This is the group’s second report in line with the guidance from the Task Force on Climate Related Financial
Disclosures (TCFD). The climate-related fi nancial disclosures are set out in a way that is consistent with the four
TCFD pillars. The TCFD disclosures include more information than last year however the group recognises that,
like many companies, it still has more work to do in this area.
The TCFD disclosures serve as a refl ection of the group’s evolving climate strategy. As the understanding of
transitioning to a low-carbon economy deepens, both internally and within the scientifi c community, the group’s
climate strategy will evolve accordingly. Through the UP.FRONT strategy, the group is actively addressing
climate-related risks while seizing opportunities that drive long-term sustainable value for the group and wider
stakeholders.
Disclose the organisation’s governance around climate-related risks and opportunities.
The group has embedded oversight and management of climate-related risks and opportunities in its governance
framework. Committees are in place to provide clear lines of accountability for climate risks, and to ensure
information feeds up to the board for decision making eff ectively.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
To ensure climate-related issues
are fully integrated into the group’s
long-term strategy to operate as a
more environmentally and socially
sustainable business, capable of
generating long-term value for its
stakeholders
• Approved the group becoming a signatory to the
Bangladesh Accord
• Approved the FY24 TCFD Report
• Mandated the use of Better Cotton Initiative (BCI)
cotton by the core brands
Board
To ensure all material climate
risks and opportunities have been
identifi ed and incorporated into
the risk-management framework.
• Commissioned a location-specifi c analysis of
physical risks against own locations and factories
in our supply chain
Risk
To monitor the group’s progress
against its climate strategy, review
and challenge the approach to
climate change management,
and ensure that the group is
measuring and monitoring its
progress against appropriate
milestones and targets.
• Received reports on performance against the
group’s environmental targets and tracked
progress in reducing greenhouse gas emissions in
line with science-based targets.
• Reviewed the results of a gap analysis to
understand the group’s ESG reporting obligations.
• Approved a new ESG Reporting Framework
• Met with Loop Digital Partnership to discuss
fashion waste, resell and second life opportunities,
and changing customer behaviour.
ESG
Role
Board and
Committees
Actions during the year
To oversee the appropriateness
of the standards, frameworks,
processes and controls chosen to
identify and maintain oversight of
climate risks, and to ensure there
is adequate internal and external
assurance over climate reporting.
• Continued oversight of product information and
compliance with relevant guidelines, with oversight
controls being passed on to fi rst line management.
Audit
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
52
52
GOVERNANCE
Continued...
Management
Role
Actions during the year
To develop and execute the
climate strategy to ensure
the group is run as a more
environmentally and socially
sustainable business.
• Submitted the group’s TCFD Report to the board
for approval.
• Approved a roadmap to publish the group’s net
zero transition plan.
• Approved partnership with Yellow Octopus to
develop sustainable opportunities to recycle
damaged stock
Executive
ESG Group
To identify and incorporate
principal and emerging climate
risks into the risk management
framework.
• Reviewed risk profi le of ‘physical’ and ‘transition’
environment risks
Executive
Risk Group
To make recommendations to
senior management on climate
and carbon reduction initiatives.
• Continued work with CottonConnect and other
retailers on ethical issues, supply chain, raw
materials, and traceability.
• Led discussions with core brands regarding
sustainability mandates and sustainable
buying principles.
• Completed a gap analysis against emerging
ESG regulation to understand the group’s
reporting obligations.
• Completed a gap analysis against TCFD guidance
Environment
and Climate
Change
Committee
STRATEGY
a) Disclose the actual and potential impacts of climate-related risks and opportunities on the
organisatioņs æusinesses̆ strategƈ̆ and fi nancial planning where such information is material.
The group is aware of the importance of physical and transition climate related risĦ. The group has a
responsibility to ensure it prepares the business for this changing landscape and starts the process of
integrating climate related risĦ and opportunities into short-, mid- and long-term strategic decision maĦing.
hysical risĦs are the physical impacts that arise from climate change, for example the rise in global
temperatures. darĦet risĦs are changes in demand for products and commodities due to climate change and
transition risĦs arise from the transition to a lower carbon economy driven by regulation and policy change.
In 2024 ?d @lobal analysed natural haƑard exposure in the group̧s supply chains. The perils assessed include
fl ooding, rainfall, windstorm and earth movement. This better informs the group̧s assessment of emerging
physical risĦs and opportunities to identify appropriate action to strengthen business resilience.
æ) $escriæe the climate̖related risĦs and opportunities the organisation has identifi ed over the short̆
medium, and long term.
Risk factors
Risk heading
Mitigation
Time Horizon
Transition risk refers to risks that arise from the gradual transition to a lower-carbon economy.
• Changing customer behaviour
resulting in reduced demand
for goods.
̏ ¡ncertainty in marĦet signals,
abrupt and unexpected shifts
in energy costs
̏ Increased cost of raw materials
• Liability risk
Climate transition –
Market risk
Short /Medium
Short/ Medium
Short
Medium
Medium / Long
Medium / Long
• Diversifying the product off ering
in-line with customer requirements
Opportunity to provide options
for customers to change their
purchasing behaviour with the
development of resell and take
back schemes.
• Implementation of Building
Energy Management Systems
(BEMS) in our own operations to
monitor consumption expanding
to all sites.
• Investing in an Energy Manager
in 2024 to reduce consumption
across all facilities in line with
our SBTi commitments and our
Environment & Climate
Change committee.
• Identifi ed key fabrics that can be
consolidated across the group to
ensure the group is increasing
our more sustainable product
numbers while not impacting
on cost and encouraging
brand collaboration.
Opportunity to integrate
carbon intensity within product
purchasing
Opportunity to further explore
alternative materials that may also
provide a commercial benefi t for
example recycled cotton. 23%
less CO2 per kg than conventional
cotton.
Opportunity for circularity
collecting our own production
waste and putting it back into
our product
b) Describe management’s role in assessing and managing climate-related risks and opportunities.
To ensure that climate-related
skills and experience are taken
into account in relation to board
composition, appointments,
succession planning and training.
• Reviewed succession planning for senior
management responsible for the execution of the
climate strategy
Nomination
To embed climate-related
performance targets into
performance-related incentive
schemes and determine, each
year, whether climate targets
have been met, if awards will be
made, and the overall amount
of such awards.
• Assessed the performance against ESG targets in
the FY24 bonus turnout.
Remuneration
Role
Board and
Committees
Actions during the year
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
54
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
Physical risks refer to climate-related hazards, which are infl uenced by future increases in global
warming. The group has considered both acute perils (such as fl ood, wind and extreme rainfall)
and chronic perils (such as drought, heat stress and water stress).
Short/
Medium/
Long
Short
Short/
Medium
• Legislation enacted by national
and local governments to price
and penalise GHG emissions.
Climate transition –
Policy risk
• Emerging regulatory landscape
could impact the fi nancial
performance of our business
through global EPR (Extended
Producer responsibilities)
• The group is a member of
Cascale and its membership
allows it to record, using a
global standard, the emissions
throughout its supply chain.
Opportunity to mitigate this risk
is reducing the carbon intensity of
the group’s supply chain through
increasing the use and verifi cation
of the HIGG tool. In 2023 43% of
business volume completed the
Facility Environmental Module
(FEM) module with 19%
being verifi ed.
Opportunity to support supply
chain through education and tools
to reduce their carbon intensity.
The group is working with its top
50 suppliers to create their own
carbon reduction plans.
STRATEGY
Continued...
• Disruptive technology changes
in key sectors of the economy
responding to changing
energy needs.
Climate transition –
Technology risk
Medium
Medium
Medium
Opportunity to explore more
energy effi cient production
methods.
Opportunity to create reduced
energy options for our websites.
Opportunity to trial new
technology to reduce product
sampling with new 3d fi tting.
• Market disruption, changes in
consumer preferences
• Stigmatization of sector
• Increased awareness
by stakeholders
Climate transition –
Reputational
Term – S/M
Materiality – High
Short / Medium
Medium
Short
Opportunity to develop
and execute a consumer
communication strategy that
provides transparency and insight
into our production process.
• Delivery against our climate and
ESG targets.
• New ESG reporting framework to
provide progress updates and
next steps.
Disruption to output of
production and activities from
extreme weather events.
Climate physical –
Own facilities risk
Term – M/L
Materiality – Low
Short
Short
Short
Short
Short
Short
Short/ Mid
• The group has performed an
analysis of the physical threats
facing all of our own locations
and that of our supply chain.
• Our own facilities are all in low-
risk areas with regard to extreme
weather events.
• Our supply chain is
geographically diverse which
provides options in the event
of extreme weather events in
one region.
Agricultural produce and water
supply aff ected by extreme
weather events and chronic
changes in climate.
51% of our products derived from
petrochemicals.
Scenario outlook – Risk increases
as scenarios worsen
Climate physical –
Raw materials risk
Term – M/L
Materiality – Low
• Mapped our tier 1, 2 and 3
production sites within the UK
and Italy and production tiers
1 and 2 in Turkey. The group has
started the process of mapping
tiers 2 and 3 in China and this
piece of work is largely fi nished,
subject to some further
validation. The intention is
to commence a social audit
programme on tier 2 production
sites within China within the next
year. The group will commence
tier 2 and 3 mapping
programmes in India, Bangladesh
and Pakistan within the next year.
Opportunity
To use our Natural Hazard Analysis
to identify high risk areas to
develop resource programmes.
• Increase our recycled cotton
programmes.
Opportunity
To reduce our reliance on natural
resources and move to a lower
carbon emitting alternative.
• Switching to recycled polyester
as it generates less emissions
than virgin polyester.
• Exploring opportunities for
technology advances in fi bre-to-
fi bre recycling
Mitigation
Transition risk refers to risks that arise from the gradual transition to a lower-carbon economy.
Risk factors
Risk heading
Mitigation
Time Horizon
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
56
56
Short
Consumer purchases of products
or services aff ected by extreme
weather events.
Scenario outlook – Risk increases
as scenarios worsen
Climate physical –
Revenue
disruption risk
Term – L
Materiality – Low
• Agile business model inherently
allows the group to adapt to
consumer demands
STRATEGY
Continued...
Mitigation
Transition risk refers to risks that arise from the gradual transition to a lower-carbon economy.
Risk factors
Risk heading
Mitigation
Time Horizon
c) Describe the resilience of the organization’s strategy, taking into consideration different climate-related scenarios,
including a 2°C or lower scenario.
mur scenario analysis was performed based on a multi-peril analysis on Ħey facilities to understand short- and long-term impacts
under a variety of potential warming pathways (fi ve pathways modelled 1.5ǀ / 2ǀ / 2.5ǀ / 3ǀ / ͢4ǀ warming projections vs
pre-industrial levels)
RISK
a) Describe the organisation’s processes for identifying and assessing
climate-related risks.
The process for identifi cation and assessment of climate-related risĦs
follows the group̧s risĦ management methodology as defi ned in our risĦ
management policy and summarised within ̦Fow the group manages risĦ
̘ isĦ managemenţ, page 40.
To support this, and to provide expert climate risĦ Ħnowledge, the group
commissioned a climate change risĦ report, which has been used to
inform this disclosure. The climate change risĦ report involved mapping
both physical risĦs, those related to both physical estate (Distribution
entres / mffi ces) and global supply chain, and transitional risĦs, such as
government policy, taxation, customer sentiment and reputational under
a range of different climate scenarios. The physical risĦs assessment
relating to climate change and covering the group̧s sites and supply
chain was also conducted in the year to provide up-to-date insight into
the risĦs faced.
b) Describe the organisation’s processes for managing
climate-related risks.
The group manages climate-related risĦs by following the same
frameworĦ as other business risĦs, summarised within ̦Fow the group
manages risĦ ̘ isĦ managemenţ, page 40. The management of the
specifi c climate-related risĦs is considered in the table of risĦs below and
within the principal risĦs statement on page 40.
c) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management.
By utilising the existing risĦ management frameworĦ, the group can
identify, assess and manage climate-related risĦs in a way that is truly
aligned to all other risĦs. The governance structure provides additional
oversight through the dedicated E@ committee structure on page 64.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
58
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
58
$đsclose the İetrđcs and tarĈets used to assess and
İanaĈe releƁant clđİate-related rđsĦs and opportunđtđes
Ƃhere such đnforİatđon đs İaterđal.
a) $đsclose the İetrđcs used by the orĈanđsatđon to assess
clđİate related rđsĦs and opportunđtđes đn lđne Ƃđth đts
strateĈy and rđsĦ İanaĈeİent process.
In another year of our close partnership with Emitwise, the
group continues to improve its methods of data collection and
identify ways to reduce our carbon footprint. As a reminder,
in 2021 the group committed to reduce its carbon footprint
in line with the reřuirements set out by the aris Agreement
by setting cience based targets that were approved by BTi.
An BT approved target is in line with limiting global warming
to well-below 2̸ above pre-industrial levels and pursuing
efforts to limit warming to 1.5̸ .
¡pdated carbon footprint methodology and refl ection on the
alignment of our previous benchmarĦ has caused the group
to looĦ at a reassessment of its carbon reduction targets and
strategies to ensure that they align with the standards set
by BTi. The goal of re-benchmarĦing is to ensure that the
group̧s carbon reduction efforts remain appropriate in the
face of evolving climate science.
A updated BT submission will maintain the same principles as
previous targets, which aimed to align to the group̧s carbon
footprint with the reřuirements of the aris Agreements.
This re-benchmarĦing process will initiate a thorough review
of near-term target submission, as well as a comprehensive
target validation report that will include recommendations for
addressing non compliances and an offi cial certifi cate if the
targets are approved.
In preparation of this submission, this year, the group has
identifi ed opportunities to increase accuracy in carbon data,
and therefore predict and forecast long term impact.
ome Ħey initiatives the group put into place includė
1.
Increased data collection and reporting to a řuarterly
cadence- engaging directly with staĦeholders across
the business.
2. ontinuing to include downstream emissions in
calculations, to share a fuller picture.
3. ?reight data for some suppliers moved from spend to
řuantity. ·e collect data from ˫ suppliers (Anpost,
Asendia, Davies Turner, Evri, Expeditors, \igentia, oyal
dail and Fived). All the providers produced řuantity or
pre-calculated data in 2023. Two suppliers moved from
being modelled to providing řuantity data. (\igentia,
Anpost). The freight data would be 12% of the emissions.
4. ontinued to use FI@@ as an industry-specifi c set of
emission factors.
5. ontinued engagement cross-organisation, continued
improvement in fi nding the right people.
6. Isolated ways to bring in data from centralised systems.
doƁđnĈ to uarterly eportđnĈ
The group has adopted a řuarterly carbon emissions reporting
schedule. The objective is to better tracĦ how current
initiatives and energy usage is impacting the group̧s carbon
emissions. By collecting and analysing data on a recurring
řuarterly timeline, adjustments to strategy and process can
be more agile. Emitwise leads this engagement process with
staĦeholders and reaches a strong level of data submission.
Carbon emissions tCO2e
Current reporting
year 2023: UK
and off shore1
Current reporting
year 2022: UK
and off shore1
Current reporting
year 2021: UK and
off shore1
Current reporting
year 2020: UK
and off shore1
Scope 1
Company Cars / fl eet
Natural Gas
Other Fuels
Refridgerant
38
768
38
0
32
334
0
0
34
893
0
19
12
217
0
0
Scope 2
Electricity (market-based)
Electricity (location-based)
Company Cars (Battery Electric)
0
6,489
0
0
4,453
1
0
4,453
1
0
2,762
0
Scope 3
Unstream emissions
Purchased goods and services
Capital goods
Fuel and energy-related activities
Upstream transportation and
distribution
Waste generated in operations
Business travel
Employee commuting
Upstream leased assets
331,687
45
569
67.248
9,685
1,435
561
192
499,883
513
499
125,713
157
905
436
1,167
437,348
467
622
120,715
99
4,661
625
1,208
383,414
300
335
179,517
121
452
976
1,239
Downstream emissions
Downstream transportation and
distribution
Use of sold products
End of life treatment of sold
products
0
94,174
8,514
0
210,842
11,763
0
203,329
9,828
0
173,845
8,284
Total emissions market-based
Total emissions location-based
514,955
521,444
852,244
855,848
779,849
784,303
748,710
751,472
METRICS AND TARGETS
As a result, the group has decreased its reliance on using modelled general data by 24.77% and increased use of
granular data specifi c to its operations. This has provided the group with a better understanding of its carbon data
and improved its ability to identify areas where it can optimise and reduce carbon emissions.
$ata ualđty đlot Ƃđth apĈeİđnđ
This year the group partnered with apgemini to conduct a pilot program for data collection. The objective was to
improve the accuracy of the data gathered from utilities, streamline the collection process to save time for data
owners, and ensure prompt delivery of řuarterly carbon data results.
apgemini worĦed closely with data owners across the business and identifi ed areas where the group could improve
the accuracy and granularity of the data it was collecting. At some sites, for example, it was able to collect monthly
consumption values rather than řuarterly totals. At other sites, the group found it could implement more accurate
unit conversion factors.
Through this pilot the group has understood the importance of having a centralised data storage system for all
sites, where data can be stored in a consistent format and collected easily. A Ħey learning has been that the biggest
time sinĦs and inaccuracies come from having to taĦe utility readings manually from metres on site. Installing and
implementing the use of Building Energy danagement ystems (BEd) at all major sites will allow the group to pull
utility data straight from a digital database, with confi dence that it is granular and accurate. In turn, this has the
potential to give it more reliable and actionable carbon data each řuarter.
b) $đsclose scope 1̆ scope 2̆ and̆ đf approprđatĕ scope 3 Ĉreenhouse Ĉas (GFG) eİđssđons̆ and the related rđsĦs.
cience-Based Targeṫ The group has committed to reduce absolute scope 1 and 2 @F@ emissions by 42% and
scope 3 @F@ emissions by 52% per unit of value added by 2030 from a 2020 base year.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
60
Summary of our Carbon Footprint
In the calendar year 2023, the group̧s marĦet-based carbon footprint
decreased from 77˫,84˫ t m2e to 514,˫55 t m2e since the previous
reporting year. This 34% decrease in emissions is largely due to a
decrease in the řuantity of materials purchased and the řuantity of
goods sold.
The group reports its carbon footprint on a řuarterly basis, rather than
annually, to improve insights and help drive reduction action within the
business. The group has worĦed on improving data accuracy and maĦing
our data collection process more streamlined. The group has worĦed
with apgemini to identify our carbon hotspots and understand our
decarbonisation levers. Achieving its targets will be very challenging, but
the group recognises the importance of understanding, managing and
disclosing our carbon impact. It is aware of the reporting reřuirements
under The ompanies (Directorş eport) and \imited \iability
artnerships (Energy and arbon eport) egulations 2018. As such,
it will continue to calculate and publish energy and carbon reporting
transparently to its staĦeholders in line with these guidelines. The group
has publicly shared the results of its emissions calculations for all three
scopes for each calendar reporting year since 201˫.
The decrease in carbon emissions in 2023 is attributed to a decrease in
the řuantity of fabric purchased and the řuantity of goods sold. ·hile
the group has seen an increase in location-based cope 2 emissions from
the addition of new sites, it has achieved a decrease in cope 1 emissions
through reductions in natural gas consumption. There were fi ve new
facilities added in 2023 (10 @reat ulteney treet, 2˫-31 @reat ortland
t, 4˫-51 Dale treet / 8-14 Tarriff treet, 634 ollins Avenue, ¡Z4
Daventry). In addition, the ¡A D was added from last month of 2022.
Performance
ince the previous reporting year, total marĦet-based emissions have
decreased by 34% from 77˫,887 t m2e to 514,5˫1 t m2ë this decrease
is largely driven by a 20% decrease in tonnes of material purchased and
a 22% decrease in the tonnes of goods sold. The group̧s carbon intensity
metrics for Ħg m2e per Ħg fabric purchased and Ħg m2e per tĦm freight
travel has increased.
Operational Based Emissions - Scope 1 and 2
mperational location-based emissions (cope 1 and 2) have increased by
35% from 5,434 t m2e in 2022 to 7,351 t m2e in 2023.
̏ cope 1 has decreased by 12%, largely driven by reduced natural gas
consumption at the ¡A D and the heffi eld D in the winter months.
̏ cope 2 has increased by 46% due to the addition of a new site, ¡
Distribution entre at the end of 2022
In conjunction with renewable electricity purchases, operational marĦet-
based emissions have decreased from ˫80 t m2e to 863 t m2e. The
group remains committed to having 100% renewable electricity within its
facilities and have purchased enewable Energy @uarantees of mrigin for
all of its electricity consumption.
Product Emissions -Scope 3
Product
̏ Total řuantity of material purchased has decreased by 20%.
̏ olyester and cotton remain the largest proportion of emissions from
our purchasing of fabrics, accounting for 4˫% and 25% respectively.
̏ ·hile our overall emissions from purchased materials have decreased
by 1˫%, our emission per Ħg of fabric has increased from 10.46 Ħg m2e
in 2022 to 11.37 Ħg m2e in 2023. This is due to a reduction in the
řuantity of more sustainable fabrics being purchased, mainly
recycled polyester.
̏ The group has continued to introduce more B I otton (Better otton), to improve the social and
environmental impacts of our material purchases. It is worĦing with Emitwise to incorporate a specifi c
emission factor for Better otton to refl ect this in its carbon data.
Transportation
̏ This year within our transportation of goods, both tonnage of product shipped and, therefore, emissions
produced, have decreased.
̏ In 2022 the group saw a signifi cant decrease in its emissions per tĦm travelled, from using sea or road
freight over air freight. This year, it has seen an increase in the proportion of freight which is air freight and
hence emissions per tĦm has increased from 0.1 Ħg o2e to 0.7 Ħg m2e.
̏ The group pays for the majority of inbound and outbound freight, hence all emissions from logistics along
the value chain have been allocated to upstream transportation and distribution emissions in line with the
@F@ rotocol.
Business Travel
̏ The group saw a decrease in business travel emissions compared to 2022.
Use of Sold Products
• Emissions generated from customers washing garments are allocated under emissions from use of sold
products. Total use of sold product emissions have decreased by 54% from 2022, from 203,32˫ t m2e to
˫4,174 t m2e. This is due to a 22% decrease in the řuantity of goods sold in 2023 compared to 2022.
Methodology
This report has been prepared in line with Fd @overnmenţs guidancė Environmental eporting @uidelineṡ
Including streamlined energy and carbon reporting.
mur carbon footprint has been calculated in accordance with the internationally recognised corporate
accounting and reporting standard, the @reenhouse @as rotocol, developed by the ·orld esources
institute (̤·I̥) and the ·orld Business ouncil for ustainable Development (̤·B D̥). It adheres to the
best practice of relevance, completeness, consistency, transparency, and accuracy. The carbon footprint
assessment was carried out by an independent carbon footprint measurement software, Emitwise.
The group̧s carbon emissions are measured in carbon dioxide eřuivalents or m2e. This metric includes the
six greenhouse gases covered by the Zyoto rotocol̇ carbon dioxide (̤ m2̥), methane (̤ F4̥), nitrous oxide
(̤N2m̥), hydrofl uorocarbons (̤F? s̥), perfl uorocarbons (̤? s̥), and sulphur hexafl uoride (̤?6̥).
The carbon reporting period is from 1 Xanuary 2023 to 31 December 2023. This is offset from the businesşs
fi nancial reporting period 1 darch 2023 to 2˫ ?ebruary 2024 to allow suffi cient time to capture 12 months of
data for our carbon assessment in preparation for the group̧s end of year reporting. Data was collected on a
řuarterly basis and carbon emissions reported internally each řuarter.
The carbon emissions calculations followed the operational control approach, which means that all emissions
over which the group has direct control is included in its cope 1 and 2 boundary.
The emissions calculations breaĦdown into 3 reporting scopes. These includė
• cope 1 ̘ this includes all direct emissions from assets over which the group has control over, including
company cars, fl eet, natural gas and other fuels used in our operations and any refrigerant gas leaĦages.
̏ cope 2 ̘ this includes indirect emissions associated with the generation of electricity. In line with best
practice, marĦet and location-based emissions are both reported oṅ
- Market-based emissions ̘ which refl ect the actual emissions from the electricity agreements with the
business’s suppliers.
- Location-based ̘ which refl ect the average emissions intensity of the grids in which the
consumption occurs.
̏ cope 3 ̘ this includes other indirect emissions generated along our value chain, which predominantly
consists of goods for resale, goods not resale, distribution and transportation of goods, and use of sold
products. It also includes non-company cars as per the E regulations. The group̧s carbon emissions
calculations used three approaches depending on the availability of data across its operations and supply
chains in accordance with the @F@ rotocol. These approaches includeḋ
- rocess-based approach ̘ uses řuantity-based consumption data to estimate the carbon emissions
associated with a given activity e.g., litres of fuel used. This approach was used for cope 1, 2, and some
cope 3 emissions (goods for resale, upstream transportation and distribution and business travel).
?or goods for resale, a subcategory of purchased goods and services, the Figgs Index carbon emissions
benchmarĦs were applied. ?or all other process-based approach calculations, BEI (2023) emission factor
database was used.
60
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
62
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
62
- pend-based approach ̘ using extended economic input-output modelling. This approach comprised
the classifi cation of spend account categories (if a spend taxonomy was used), suppliers, and/or line
items by industrial activity. Exiobase (2018) emission factor database was used. This approach was used
for goods not for resale (a subcategory of purchased goods and services).
- dodellđnĈ based on đndustry aƁeraĈes - for categories that data was unable to be obtained, a model
was built based on industry averages. This includes emissions from the transportation of procured fabric
from the group̧s tier 1 to tier 2 suppliers, cut and sew emissions, emissions from the group̧s customers
washing their garments and for a small portion of the group̧s operated facilities. The group will continue
to strive for an improvement of data řuality and accuracy of our carbon footprint calculations.
Future Opportunities and Recommendations
As the group looĦs ahead to where it can have the greatest impact, it is worĦing with tier 1 suppliers to gather
data on their energy usage using the Figg ?acility Environmental dodule (?Ed). This will allow Emitwise to
generate supplier-specifi c emission factors for the garments it purchases from those suppliers and use them
in the group̧s carbon calculations. urrently, Emitwise models these cut and sew emissions which is a great
start, however, supplier-specifi c data will give the group a much more accurate picture for this stage in its
supply chain.
The group continues to ensure that more of its purchased cotton is Better otton. It is worĦing with Emitwise
to incorporate a specifi c Better otton emission factor into the calculations so that the environmental
impacts of choosing this cotton over other virgin cotton can be measured.
The group will continue to measure its carbon footprint on a řuarterly basis. It is worĦing to improve its data
collection process such that it can get complete, accurate and timely carbon data each řuarter. This is done
by focusing and improving on three Ħey areaṡ reaching the right people, the ease of submission, and the
řuality of data submitted. The group also will continue to consider the impact its supply chain has on scope
3 emissions. An example of this is streamlining data completeness and integrating with the group̧s existing
systems, when possible.
Short
Short/Med
Short / Med
Short
Med
Short / Med
Short/Med/ Long
Short/Med
Short/Med
Med/Long
2025: Achieve a 4.2% absolute reduction in operational emissions
each year, and a 7% reduction in value chain emissions each year,
relative to growth against a 2019 baseline
2030: Achieve carbon reductions across the value chain aligned
with science-based targets equivalent to a 52% reduction in
emissions relative to growth
Near term submission of SBTi targets with a review to change to
an absolute target
Set KPIs for the Environmental and Climate Change committees
to work towards achieving the group’s emissions targets.
Understand the investment and transformation required to
achieve the group’s targets.
Developing a map to net zero to be completed in 2026.
Continuing to work towards better materials targets for 2025
and 2030.
Embed climate into the group’s culture and decision making.
Work towards eliminating fossil fuels from direct operations.
Improve air freight effi ciency measures and give priority to sea,
road and rail freight.
Scope 3 accounts for 99% of emissions; the group’s 2024 focus
is to work with our suppliers that produce 50% of our volume to
complete the FEM with a minimum of 25% verifi cation.
Use the data gathered from the FEM to help the group work with
each supplier to achieve carbon, water and waste reductions
Emission
targets
Transitioning
to net zero
Working
towards
ending the
most harmful
activity
Proposed
climate
solutions
c) $escrđbe the tarĈets used by the orĈanđsatđon to İanaĈe clđİate-related rđsĦs and opportunđtđes and
perforİance aĈađnst tarĈets.
Climate summary
?or more information on the group̧s progress against its E@ targets please see page 64.
The group intends to re-submit its cope 3 BTi. Its current target is an economic-intensity target, based
on revenue. hanging this to a physical-intensity target based on purchased materials or sold goods is more
appropriate for the group and will help drive more meaningful sustainability improvements. The areas it can
have the biggest impact over the next few years are from purchased goods for resale (e.g., worĦing with
suppliers and purchasing more sustainable materials), and through freighting decisions (e.g., prioritising road
and shipping over air freight). These are directly related to the řuantity of materials the group purchased
(and, in turn, the number of products the group sells).
The group̧s commitment to reducing carbon emissions, through tactical worĦ and strategic planning, is
underway but there is a long way to go. To hit our targets and comply with emerging climate regulations,
the group will continue to partner with external leaders. The group plans to engage our colleagues and wider
staĦeholders with dedicated support from Emitwise and our sustainability team, using education as a Ħey
enabler for it to deliver on its ambitions.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
64
ESG REPORT
A MESSAGE FROM KIRSTY BRITZ,
CHAIR OF THE ESG COMMITTEE
Dear shareholders
The group continues to prioritise raising standards across its supply chain
while also broadening its attention to managing wider environmental,
social impacts. This is my third report as the E@ committee chair and
while progress has been made in each of the areas outlined in this report,
the committee recognises the need for the group to continue to evolve,
innovate and collaborate to maintain its pace of change.
Becoming a more sustainable fashion retailer is complex. It reřuires
resource and collaboration, both inside and outside the sector. The
group understands the need to continue to build a more sustainable
business and remains focussed on continuous improvement in business
operations, culture and practices. During the year the group supported
the dA in their fashion sector green claims investigation involving
boohoo, Asos and Asda. The process and the resulting guidance have
been informative for the group, together the wider fashion industry.
Decarbonisation progress is slower than the group would liĦe, with
supply chain decarbonisation reřuiring collaboration. ·hile operational
emissions have reduced, the committee recognises that the group must
accelerate its transition efforts.
The composition of the E@ ommittee changed during the year and we
welcomed Xohn @oold on 22 ?ebruary 2024, replacing Alistair dc@eorge
who stepped down. The committee benefi ts from the continued
expertise of other members arol Zane and Tim dorris. Together as a
committee we tracĦ and monitor the group̧s performance against iţs
¡.?mNT strategy. The E@ ommittee, and delivery of the ¡.?mNT
strategy, is supported by the group̧s Em and ?m together with other
members of the senior management team.
The E@ ommittee met 4 times during the period. Fighlights includeḋ -
̏ Approving the group becoming a signatory to the Bangladesh Accord.
̏ ommissioning lave-?ree Alliance to complete a comprehensive gap
analysis across the group̧s operations, to support the business with
progressing its E@ agenda.
̏ dandating the use of B I cotton by the core brands.
̏ upported the group̧s partnership with Everfi which delivered a data
science foundation course to 1,468 students.
̏ eviewed the group̧s reporting obligations against emerging
E@ regulations.
̏ eviewed a roadmap to reset the group̧s BTi targets and publish a
net Ƒero transition plan.
̏ Approving a refreshed ¡.?mNT reporting frameworĦ.
·hen the group fi rst published the ¡.?mNT sustainability strategy in
2021, it set a series of stretching sustainability targets. Fowever, since
then, E@ legislation, the macro environment and the business have
evolved considerably. ecognising the dynamic nature of expectations,
the committee supported a refresh of the group̧s ¡.?mNT
reporting frameworĦ to refl ect the changing needs and priorities of our
staĦeholders.
At the appropriate time and where necessary, the group will refresh the
2021 sustainability targets to ensure they align with the new reporting
frameworĦ.
The group remains aware and committed to continuing to improve
its social and environmental impact. This report summarises progress
and demonstrates some of the challenges faced in building a more
sustainable business.
Kirsty Britz - Chair of the ESG Committee
ESG REPORT
¡.?mNT, the group̧s sustainability strategy, was fi rst published in 2021. Three years on, the group has
refreshed its ¡.?mNT strategy to refl ect the changing needs and priorities of Ħey staĦeholder groups.
Three strategic pillars - planet, people, and process - to deepen impact and aid transparency. These pillars
encapsulate the group̧s commitment to reducing its environmental footprint, supporting its worĦplace and
communities, and upholding ethical standards across its operations and supply chain.
Each pillar is broĦen down into the material issues considered by the group to be the most signifi cant
to staĦeholders. The group will report transparently against each of the pillars, providing information for
staĦeholders to measure the group̧s performance.
At the appropriate time and where necessary, the group will also refresh the 2021 sustainability targets to
ensure they align with the new reporting frameworĦ.
The board has delegated
responsibility to the E@
ommittee for oversight of the
group̧s performance against the
¡.?mNT strategy. The Executive
E@ @roup has responsibility for
delivering the ¡.?mNT strategy,
supported by the Environmental,
ocial and @overnance sub-
committees, who are each
assigned specifi c responsibility
for overseeing the three strategic
pillars and progress against the
underlying initiatives.
The Remuneration Committee has
set targets aligned with each of the
three pillars̈ lanet, eople, and
rocess, in executive bonus targets
for ?½25 as detailed on page
105. These targets aim to ensure
management are appropriately
incentivised and motivated to
deliver the ¡.?mNT strategy.
This is the group̧s fi rst report
against the new ¡.?mNT
reporting frameworĦ. The group
will continue to develop its
reporting standards and improve
levels of disclosure as part of the
group’s commitment to continuous
improvement.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
Bio-
Diversity
People.
Process.
Corruption
and Bribery
Business
*thđcs
Risk
danaĈeİent
$*̲I
*İployee
welfare
Communities
People.
Process.
UP.FRONT
Environment and
Climate Committee
ESG Committee
Governance
& Ethical
Compliance
Committee
Green ech
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
66
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
66
educing the impact of the group̧s activities on the planet is of
strategic importance to the long-term success of the group. The
group recognises that education and engagement are central to
delivering its ¡.?mNT strategy.
During the year the group focused on expanding its training
initiatives, collaborating with suppliers, and empowering
customers to help drive meaningful change. By fostering a culture
of awareness and responsibility, the group aims to provide
information to staĦeholders about sustainable practices and
enable them to make more environmentally conscious choices. The
group̧s approach to education and engagement includeṡ
• Empowering colleagues: By eřuipping teams with an
understanding of sustainability targets and reřuirements, the
group aims to instil a sense of ownership and accountability for
driving positive change throughout the business.
• Collaborating with suppliers: By worĦing closely with
suppliers, the group raises awareness and provide information
on sustainability challenges, encouraging the adoption of
environmentally conscious business practices.
• Empowering customers: Through educational initiatives, the
group aims to help customers make more sustainable
buying choices.
FY24 KEY HIGHLIGHTS
1. dulti-retailer collaboration with otton onnect in India
2. \aunch of new E@ reporting ?rameworĦ
3. \aunch of Zaren dillen x The eam repair ervice and deliveries
using electric vehicles
4. The group̧s partnership with \mm Digital ·ardrobe
FY24 PROGRESS
The E@ hampions play a vital role in shaping the group̧s culture
and delivery of the ¡.?mNT strategy. As the group enters the
second year of the E@ hampion programme, it recognises the
indispensable role of colleague engagement in advancing the
¡.?mNT strategy.
To support the development of the group̧s E@ hampions,
it has implemented comprehensive enrolment, training, and
development programmes. These initiatives include seminars,
site visits, and educational sessions covering topics such as
carbon accounting, responsible raw materials sourcing, and waste
recycling.
·ith a particular focus on limate Awareness, the E@ hampions
have launched a series of initiatives to address energy usage.
By empowering its E@ hampions and fostering a culture of
continuous improvement, the group is committed to driving
positive change and advancing the ¡.?mNT objectives.
By 2030 achieve carbon reduction
across the value chain aligned to
SBT equivalent of 52% reduction in
emissions relative to growth.
INITIATIVE
2021 Target
FY24 status update
Carbon
Emissions
P
L
A
N
E
T
ESG CHAMPION 23/24 INITIATIVES
̏ Introduced a colleague engagement programme ̤Big Energy aving ·eeĦ̥
̏ 3D printed wrist scanner gauntlets in house achieving savings on processing and transportation emissions and purchasing costs
̏ reduced the detection timers (lights on time) of the group̧s distribution centre picĦ fl oor, which drove a signifi cant reduction in
electricity energy consumption, delivering an annual saving of c.£100,000.
̏ introduced paperless onboarding of new recruits which saves the eřuivalent of 3 trees a year and 233 Ħg of m2.
Through a series of initiatives led by the group̧s Environment and limate ommittee, it has made progress in delivering against
its targets, as detailed in the table below. ·hile there has been some progress, the group recognises it needs to maĦe bigger and
bolder changes to achieve its long-term objectives, particularly where it comes to the steps it must taĦe to decarbonise
the business.
• The group’s market-based carbon footprint has
decreased from 779,887 tCO2e to 514,591 tCO2e
since the previous reporting year. This 34%
decrease in emissions is largely due to a reduction in
the quantity of materials purchased and the
quantity of goods sold.
• Partnered with Capgemini on a pilot to improve
data accuracy by improving the integrity of the
collection process and granularity of data. For more
details, please refer to page 51.
• Engaged Hived Same Day service for the London
area on 12th April 2023. During 2023 Hived
delivered a total of 2,908 Karen Millen Same Day
parcels and 42,709 Standard parcels saving
6,389kg CO2 in total as a result.
• Invested £346k into BMES systems to support
the group’s strategy to eliminate fossil fuels from its
direct operations.
• Installed a building management system at the
Burnley and Sheffi eld DCs to track site energy
usage. This helps the group to assess areas of
higher utilities usage and identify further energy
saving initiatives.
• Worked with tier 1 suppliers to gather data on their
energy usage using the Higg Facility Environmental
Module (FEM). This will allow Emitwise to generate
supplier-specifi c emission factors for the garments
the group purchases from its tier 1 suppliers to
support carbon calculations.
• Achieved a HIGG verifi cation score of 19.6%,
progressing the group from foundation level to
progressive level.
The FSLM tracks management systems, operational
controls, oversight and worker and stakeholder
engagement.
FSLM score
Completed Score
15.76
Verifi ed Score
11.11%
The Higg BRM assesses sustainability performance
across 11 key impact areas within three pillars:
- Environmental 30.5%
- Social
40.7%
- Governance
54.0%
BRM Score 2023 37.7%
To read the full climate report please refer to page 51.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
68
Water Use
This year the group will announce
goals on water, chemicals,
biodiversity, microfi bers, developed
in partnership with experts
All polyester and cotton products
will contain recycled or more
sustainably sourced materials.
• Implemented a supplier engagement strategy to
reduce consumption for dyehouses.
• Launched WASH programme in conjunction with the
group’s social impact strategy. It also plans to
explore opportunities to launch a programme in
Rajanpur on REEL cotton farms.
• The group plans to map its water consumption
across its own facilities.
• Using data from the FEM and by increasing the
percentage of verifi ed suppliers, the group also
plans to map its tier 1 global supplier footprint.
• Key partnerships with CottonConnect and Better
Cotton support the group in achieving its objective
to increase the use of recycled and more sustainable
materials and reduce ecological footprint.
• In 2023 5.4% of the polyester the group purchased
contained recycled content.
• In 2023 10% of cotton sourced was through Better
Cotton Initiative.
Invested in quality control teams based in Morocco,
Pakistan, China and Turkey, with plans to establish
teams in Bangladesh and India this year. This helps
the group to quality check product at source
in country.
N/A
• In 2023 49% of product was made from polyester,
30% cotton,3.5% viscose and 2.8% is
recycled polyester
• The group’s aim is to transition its key fi bres to
better material alternatives like the CottonConnect
programme, Better Cotton and increase recycled
materials programmes.
Biodiversity
N/A
• I.T. sustainability initiatives promoted by in-house
technology green print include re-using equipment
where possible, donating equipment that has reach
the end of its useful life within the group to schools
and charities, and internal equipment auctions to
benefi t colleagues and recycle.
• A trial of printers that do not use the wax paper
backing of traditional printers was introduced in an
eff ort to be more sustainable and ecofriendly.
Green Tech
Ecological
Footprint
(See case
study on
page 72)
Textile waste: by 2023 the group
will launch resale and recycling
off ers across its brands.
By 2025, no textile waste direct to
landfi ll from its UK supply chain.
• The group partners with Hirestreet to provide
customers a mechanism to hire garments.
Customers can now hire products from fi ve of the
group’s brands.
• Launched PRETTYLITTLETHING Marketplace
• Partnered with LOOP, a digital wardrobe. The
platform enables customers to sell, buy, recycle or
reuse unwanted clothing in a transparent and easy
way. Loop is fully aligned with the 10 R-strategies of
the Circular Economy Framework.
• Karen Millen partnered with Thrift+ to provide
customers a hassle-free way to recirculate
garments. The group introduced a 50p charge for
the return bag to reduce wastage
• Partnered with Yellow Octopus, British Heart
Foundation and Multibank to divert 276 tonnes of
textile waste from landfi ll in the UK.
• Through partnerships with Yellow Octopus 2.6
tonnes of product that could not be repaired was
turned into bricks.
Waste and
resource
management
Continued...
Sustainable design, innovation to
reduce waste, increase durability
and improve recyclability.
• Reviewed mailer bag strategy and plan to launch a
circular model “How we can give waste another life”,
next year.
• Invested in the durability and quality of products by
using the boohooLAB to test products. On average,
the lab carries out 30 tests a day across a range of
parameters, including colourfastness and durability.
• Annual investment of £100,000 in recycling
machinery to enable waste streams like Plastics,
(Jazz and Clear), cardboard and dry mixed recycling
to be increased, thus reducing the quantity of
general waste produced. The introduction of some
elementary controlled compactors which are only
now emptied when full reduces the quantity of
collections required, otherwise planned on a time
bases. Site bin mapping has also been introduced
with recycling bins in various areas.
By 2023, all customer garment
packaging will be reusable,
recyclable, or compostable and
any plastic will contain over 50%
recycled content.
• Our mailer bags are made up of 80% recycled
materials and recyclable.
• Reduced the micron of Debenhams mailer bags to
reduce the number of raw materials used.
• Our return polybags are 95% recycled and
recyclable (if taken to the right recycling points).
Our swing tickets are 25% smaller than the
previous design, which reduces the group’s paper
consumption. Unnecessary non-sustainable fi nishes,
such as soft touch lamination have been removed. The
swing tickets are made from 100% recycled material
and are recyclable.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
68
INITIATIVE
INITIATIVE
2021 Target
2021 Target
FY24 status update
FY24 status update
By 2030 all the materials the group
uses in garments will be more
sustainably sourced
• 14% of products contain better material in line with
the group’s internal guidelines
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
70
INITIATIVE
2021 Target
FY24 status update
By 2025 publish key raw material
supply chain information.
By 2023 map raw materials supply
chain for key fi bres
Make it easier for customers to
make sustainable choices with us.
• Compared overall utilities usage between the
group’s sites to monitor trends and changes in
energy usage and show case the advantages of solar
generation savings against purchased electricity.
• Moved to a shorter operating time for site
operations at the Sheffi eld DC. Between the hours
of 2am and 7am the site is shut down resulting in
energy savings.
• Turned off areas of lighting in areas where it is not
required. As the BEMS becomes fully online this
will be a helpful tool to assess utilities usage areas
to identify further sustainability improvements.
• In progress of reviewing the automation at Burnley
and Sheffi eld in terms of where further energy
saving effi ciencies can be achieved, considering
business throughput and storage requirements.
• Organised 8 supply chain mapping training sessions
for PRETTYLITTLETHING and NG suppliers from
China. A total of 56 suppliers from Tiers 1-4 shared
their supply chain maps.
• In future the group plans to complete supply chain
mapping with the top 50 suppliers according to
business volume, who are responsible for producing
47% of total volume.
• Performed ‘Appearance after Wash’ and dimension
stability tests across a range of fabrics. The
group’s research demonstrated washing at a lower
temperature of 30 degrees is eff ective for all soft
product types, excluding bedding and lingerie.
• Updated the group care label to include the
statement ‘Unless its dirty, wash at 30’ to
encourage customers to save energy.
• Produced a garment and accessory care guide
as part of the second Kourtney Kardashian Barker
collection to educate the customer how to
repurpose old clothing and how to make clothes
last longer.
• Karen Millen partnered with resale expert Thrift+
• Karen Millen x The Seam off ers customers the ability
to rework their clothes, carry out alterations
and repairs.
• Improved internal processes to help ensure
products display accurate sustainability credentials,
helping customers to make informed buying choices
when purchasing a product.
70
Waste and
resource
management
Continued...
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
72
72
BETTER COTTON CASE STUDY
ince 2021 the group has been members of The Better otton Initiative, the largest cotton
sustainability programme in the world. dembers span across ginners, spinners, suppliers,
manufacturers, brand owners, retailers, donors, civil society, and producer organisations. This
adds up to more than 2,500 members in the Better otton networĦ. dembers all buy into the
Better otton approach of training farming communities to produce cotton in ways that improve
things for everyone.
he beıefi ts:
Better ottoņs mission is to help cotton communities survive and thrive, while protecting and
restoring the environment.
Through its implementing partners, Better otton trains farmers to use water effi ciently, care for
soil health and natural habitats, reduce use of the most harmful chemicals and respect worĦerş
rights and wellbeing.
The Better otton chain of custody guidelines boohoo group suppliers follow is mass balance
beyond the gin.
This is a volume tracĦing system that allows Better otton to be substituted or mixed with
conventional cotton by traders or spinners along the supply chain while ensuring that the amount
of Better otton sold never exceeds the amount of Better otton purchased.
This model is used because supply chains are complex and using the mass balance model helps to
simplify the process while still delivering direct benefi ts to farmers and have an impact at scale.
What has the group done:
In 2023 the group received a total of 1,67˫,517 Better otton laim ¡nits through the group
account. Better otton laim ¡nit (B ¡) is a Better otton-specifi c unit that corresponds to
1 Z@ of physical Better otton lint and procured from a participating Better otton ginner by a
cotton merchant or a spinning mill. This unit is used for mass balance Better otton orders.
In 2023 the group sourced Better otton through the mass balance system from suppliers in 7
different regions.
The Challenges:
In 2023 the group saw its overall cotton consumption drop as a business which caused diffi culty
in increasing the Better otton percentage.
redit transferring ̘ the group experienced challenges throughout 2023 with suppliers who did
not submit Better otton credits when owed.
Brand Engagement ̘ Brands not confi rming correct information at order placement for Better
otton orders.
What’s next
̏ As the group enters the next year in its membership, it looĦs to grow our percentage of
sourcing and so far, is on tracĦ to do so.
̏ A few other Ħey areas of focus for the group to include...
̏ ·here possible switching over all remaining conventional cotton to become Better otton.
̏ upplier support and engagement. The group are training new and existing suppliers on how to
become supplier and manufacturer members of the initiative.
̏ Being cost neutral. The group worĦ with experienced Better otton suppliers who can provide
Better otton at a cost neutral rate. This means no uplift in cost from switching conventional
cotton over to Better otton.
At the heart of the busđness lđes a coİİđtİent
to nurturđnĈ a culture that chaİpđons
empowerment, fosters innovation, and
celebrates dđƁersđty. he Ĉroup belđeƁes đn
creatđnĈ an enƁđronİent Ƃhere eƁery đndđƁđdual
feels accepted̆ Ɓalued̆ and eİpoƂered to
thrđƁe. olleaĈues are the cornerstone of the
Ĉroup̧s success.
The group remains steadfast in its commitment
to building a worĦplace culture that encourages
authenticity and excellence. The group̧s dedication
to this ethos is exemplifi ed through the Be ½ou
pillarṡ how ½our olours, ?inding ½our lace, and
haritable @iving.
FY24 HIGHLIGHTS
1. EVERFI from Blackbaud Partnership:
In collaboration with E¶E?I , the group has
successfully delivered data science programme
to over 3,000 children aged 13-16 in total. This
program eřuips young minds with essential
Ħnowledge in data science, empowering them
to thrive in the digital age. Through interactive
worĦshops and educational resources, students
gain practical insights into the relevance of data in
various industries.
2. Northern Power Women Partnership:
As a ower ollective partner, the group is proud
to support Northern ower ·omeņs mission to
promote gender eřuality and enhance community
engagement. Through this partnership, the group
provides access to a range of free live events
and webinars, fostering professional growth and
social mobility. Additionally, the group sponsors
the mentor of the year category at the Northern
ower ·omen Awards, celebrating achievements
in gender eřuality and diversity.
3. BikeStormz Collaboration:
BiĦetormƑ, a distinctive youth movement, is
dedicated to combatting Ħnife crime by fostering
unity through a shared passion for biĦing. By
supporting community events liĦe BiĦetormƑ,
aimed at raising awareness of important social
issues such as Ħnife crime, the group strives to
maĦe a meaningful impact in its communities.
P
E
O
P
L
E
CASE STUDY
ECOLOGICAL FOOTPRINT
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
74
74
FY24 PROGRESS
FY24 OVERVIEW
INITIATIVE
FY24 OVERVIEW
INITIATIVE
̏ Achieved the Im 45001 health and safety management accreditation at its
danchester Fead mffi ce. This accreditation demonstrates the group̧s ongoing
commitment to fostering a culture of trust, safety, and resilience.
̏ The Fealth and afety ommittee conducted regular reviews to identify and
mitigate health and safety risĦs across its operations.
̏ Through initiatives such as in-house training programmes and the
implementation of the @enie application, provided employees with the tools
and resources needed to prioritise safety in the worĦplace.
Fealth ̲ afety
̏ ¡pholding the well-being, safety, and rights of employees is of paramount
importance to the group.
̏ dore information on the group̧s people strategy can be found on page 22.
*İployee ·elfare
The group’s DE&I partnerships continue to grow. Some standout relationships
this year include:
• Gaydio - The UK biggest LGTBQ radio station
• Diversity in Retail – The go-to partner for providing knowledge and
guidance in this fi eld
• Love From - An independent business that promotes an alcohol-free lifestyle
For more information on the group’s approach to DE&I please see page 22.
Diversity, Equality
and Inclusion
The group is committed to acting ethically and with integrity in all business
dealings and relationships, and to implementing and enforcing systems and
controls to protect the welfare of its people, raise standards across supply chain
and uphold human rights.
The group’s Modern Slavery Statement is available to download at www.
boohooplc.com
Further information is on page 77.
Human Rights
The Be ½ou programme continues to serve as a catalyst for positive change in
the group̧s communities. Through initiatives focused on empowerment and
inclusivity, the group strives to create a more eřuitable and compassionate
worĦing environment. Now in its second year, Be ½ou continues to support
community and social based projects. The program is split into three pillarṡ
¡nder the ?ind ½our lace pillar the group has built Ħey strategic partnerships
with Everfi and Northern ower ·omen which enable access to education for
all, promotes gender eřuality and community engagement, so that individuals,
regardless of who they are, are able to access mentorship programs and
professional development opportunities.
The group supports charitable organisations both at a National and local level, to
support the communities where the group does business.
̏ ponsored a trip to Disneyland aris for a group of ¡Ħrainian refugees and
children with additional learning needs from Burnley. In the childreņs words ̧̦It
was dA@I A\̊
̏ Donated the funds from an internal sample sale to help generate funds to
support danchester ¡rban Diggers to retain their tronger oots programme,
a weeĦly gardening and well-being programme for asylum seeĦers and refugees.
̏ upported the ̦datch ½our ?unḑ initiative, which gives colleagues an
opportunity to boost their fundraising efforts for any registered charities.
̏ Donated £1.1 million to the @arment and Textile ·orĦers Trust in 2021. Below is
an overview of how the group̧s initial funding has been used to benefi t garment
worĦers in the \eicester community to datė
Communities
Through initiatives led by its ocial ommittee, the group has made progress in reshaping its social impact
strategy during ?½24. These initiatives aim to empower the worĦforce and contribute positively to society. Zey
highlights includė
SHOW YOUR COLOURS
Felping people be more confi dent
in themselves right now
FINDING YOUR PLACE
@iving people the sĦills and
Ħnowledge to be who they want
top be in the future
CHARITABLE GIVING
Supporting charities
and communities
CASE STUDY - Everfi from Blackbaud
The group partners with E¶E?I, the leader in driving social impact through
education, to provide Data cience sĦills to young people in the ¡Z. In just 18
months, the group has reached over 3600 students across 6˫ schools. dore than
half of the students reached were students from underrepresented communities.
The program is targeted at schools with higher-than-average levels of children
eligible for pupil premium, as we aim to create opportunities for children who
might not otherwise have access to this Ħind of initiative.
Through E¶E?I̧s digital learning course, Data cience ?oundation, the schools
in danchester, Burnley, Daventry, heffi eld and \ondon have empowered young
people with the foundational Ħnowledge needed to understand the relevance of
data in the worĦplace and everyday life.
In addition the group held 20 Znow ½our Brand worĦshops during our
partnership, where students complete engaging careers-related tasĦs, themed
around the group̧s brands and everyday tasĦs. The group̧s colleagues led these
worĦshops and spoĦe to students ̘ giving them a fantastic insight into the real
world of worĦ.
̤TĎe ĎigĎĩigĎt is aĩƂaƈs getting someæodƈ eĩse in tĎe room ƂĎo isņt just a
teaçĎer̅ ŏ getting an outside ŗersŗeçtiƁe oć someæodƈ ƂĎo̧s done tĎese
tĎings̅ I ĦnoƂ ŗersonaĩĩƈ I̧Ɓe done tĎese tĎings in tĎe ŗast̆ æut tĎe students Ƃiĩĩ
neƁer see me as someone ƂĎo is not just tĎeir teaçĎer̅ o getting in an eƇternaĩ
ŗersŗeçtiƁe and giƁing a Ƃider çonteƇt is aĩƂaƈs good̥̅ - Teacher, boohoo
sponsored school
̤Bećore tĎe E¶E?I Data çiençe çourse I Ďad no idea ƂĎat data sçiençe Ƃas̆
and I Ďad no interest in it ƂĎatsoeƁer̅ I reaĩised ĎoƂ ćun data sçiençe is and
noƂ I ĦnoƂ tĎat I çan use tĎis ćor a joæ̥ - tudent, boohoo sponsored school.
̤Inner \ondon̆ Ħids are ćrom ĩoƂ̖inçome ćamiĩies and tĎeir ŗarents̆ tĎeir EngĩisĎ
is tĎeir seçond ĩanguage so as muçĎ enriçĎment as ŗossiæĩĕ Ƃe need it̅ \ots
oć tĎings ƈou ĎaƁe to ŗaƈ ćor̆ so I Ƃas ŗersonaĩĩƈ ŗĩeased̆ tĎe ćaçt tĎat it Ƃas
sŗonsored æƈ æooĎoo̥ ̘ Teacher, D? school.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
he Ĉroup đs coİİđtted to actđnĈ ethđcally and Ƃđth đnteĈrđty đn all đts busđness dealđnĈs
and relatđonshđps. It has đİpleİented systeİs and controls to protect the Ƃelfare of
đts peoplĕ rađse standards across supply chađn and uphold huİan rđĈhts. IdentđfyđnĈ
huİan rđĈhts đssues đs đncreasđnĈly challenĈđnĈ for retađlers̆ and Ƃhđle the Ĉroup̧s
approach contđnues to đİproƁĕ ƂorĦer explođtatđon and slaƁery reİađn a challenĈe
and risk to the business.
The group recognises that auditing alone will not identify and tacĦle these issues, and
that they can only be addressed through collaboration between businesses, society and
government. The group̧s approach is to tacĦle these issues at the root cause, worĦing
with suppliers to raise standards, and supporting the initiatives outlined below to provide
protection and support to those most vulnerable.
FY24 KEY HIGHLIGHTS
1. The International Accord (Bangladesh & Pakistan)
The group is a signatory of The International Accord in Bangladesh, which was extended
to aĦistan in 2023. The group worĦs closely with The International Accord to hold
webinars ̲ improve worĦing standards.
2. SFA Gap Analysis
The group commissioned lave-?ree Alliance to complete a comprehensive gap analysis
across the group̧s operations, to support the business to review its E@ agenda. The
analysis comprised of a combination of document reviews and multi-staĦeholder
discussions to independently review the businesşs understanding of its human rights
risĦs across its operations and supply chain and assess its current response and
mitigation efforts. Through the analysis, lave-?ree Alliance reaffi rmed and shed new
light on risĦ areas and designed proportionate steps that can be taĦen to prevent and
mitigate these risĦs. lave-?ree Alliance also identifi ed areas of best practice across
boohoo group brands that represent the businesşs progress over recent years. In
mctober the group commissioned lave-?ree Alliance to conduct a semi-announced audit
of its Burnley distribution centre.
“The process was a great success and Slave-Free Alliance commends Boohoo
Group for its transparency and willingness to digest the fi ndings and implement
further improvements. Boohoo Group’s Sourcing and Ethical Compliance team
is highly engaged in our partnership; keen to play their part to mitigate human
rights risks and we are looking forward to further engagements on these crucial
initiatives.”
ebecca ¶ernon, enior Advisor ̘ Fuman ights in upply hains, lave-?ree Alliance
P
R
O
C
E
S
S
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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78
FY24 PROGRESS
OVERVIEW
INITIATIVE
Through its Gifts and Hospitality register, training programmes and regular
communications, the group continues to work on embedding a culture where
employees feel informed to follow the right procedures and supported to report
wrongdoing.
Our Anti-corruption and Bribery policy is published on the group’s intranet.
Consistent with wider business objectives, the group is committed to acting in a
responsible manner with regard to its tax aff airs.
The tax policies and objectives ensure that the group: -
• Only engages in responsible tax planning aligned with its commercial activities
and always complies with what it believes to be both the letter and spirit of
the law
• Does not engage in marketed, artifi cial or abusive tax avoidance
• Does not use tax havens for tax avoidance purposes
• Is committed to an open, transparent and honest relationship with HMRC
based on mutual trust and collaborative working
• Maintains a robust governance and risk management framework to ensure that
these policies and objectives are fully complied with and applied at all levels.
Eff ective risk management is an evolving and continuous process. Its aim is to
intrinsically embed eff ective risk management throughout the business in order
to manage risk in a way that helps the group achieve its objectives.
Further information on the group’s approach to risk management is on page 40
of this report.
Supply Chain Transparency
• Consolidated the global factory list from 1286 factories in 2022, to 1109 in
2023, to 921 factories as at the date of publication.
• Publish the global factory list every quarter
• Sourcing teams work closely with the suppliers and factories to maintain
compliance with the group’s Code of Conduct.
Supply Chain Tier Mapping
• Mapped tier 1 2 and 3 production sites within the UK and Italy and production
tiers 1 and 2 in Turkey.
• Started to map tiers 2 and 3 in China, with plans to commence a social audit
programme on tier 2 production sites within China and a tier 2 and 3 mapping
programmes in India, Bangladesh and Pakistan within the next year.
Human Rights Risk Assessment
The group has mapped its salient human rights risk within key sourcing regions.
Supply Chain Code of Conduct
The group works collaboratively with suppliers and factories to ensure they
adhere to the group’s Code of Conduct.
• Conducted 878 factory spot checks and 688 3rd party audits. The group
conducts internal audits and unannounced traceability visits daily, which include
worker interviews focused on worker welfare.
• Held 5 global supplier exhibitions with the aim of supporting strategic growth
regions and educating suppliers on the group’s code of conduct and
available support.
• Appointed an Ethical compliance manager in Morocco and Egypt, two key
strategic growth regions for the group, to oversee supply chain
compliance standards.
Corruption and Bribery
Risk Management
Business Ethics
A summary of initiatives led by the group̧s @overnance and Ethical ompliance ommittee is set out below.
Auditing and Monitoring
Our annual audit programme helps ensure worker welfare remains a top priority.
Global Factory Numbers and Audit Gradings
• 921 active factories (as of 1st March)
• 441 factories in China
• 101 factories in Pakistan
• 27 factories in Bangladesh
Each quarter the group publishes an updated list of Tier 1 manufacturing sites.
This includes the factory region, worker numbers, worker gender split and the
factory address. This is also published on the open apparel registry.
@lobal Audit @radings ̜including ¡Z̝
* Any factories in the “new audit received” category are approved factories for the group. These factories
have been approved by the group’s ethical compliance team and their third-party audit is pending
conversion to receive a group audit grading.
Policies
The group publishes corporate policies on the plc website. This includes policies
on human rights and modern slavery.
The group published a new unapproved sub-contacting policy in 2024.
Whistleblowing
External whistleblowing
The group is committed to carrying out business in a safe, honest and ethical way,
and partners with UNSEEN to run the UK supply chain whistleblowing hotline.
Further information can be found in the group’s modern slavery statement
available on the group’s website https://www.boohooplc.com/sites/boohoo-corp/
fi les/boohoo-modern-slavery-statement-2023.pdf
Internal whistleblowing
The group continues to support its people to report ethical and other problems
they see while at work. Integrity Line, an anonymous and secure mailbox, enables
employees to submit reports which are then sent to relevant individuals in the
business to investigate.
Business Ethics continued...
Global Audit Gradings
RED
5
<1%
ORANGE
374
41%
YELLOW
216
23%
GREEN
36
4%
NEW AUDIT RECEIVED*
290
31%
Total
921
Green
Full annual audit recommended after 12 months.
Supplier Risk
Improvement Plan and Monitoring Frequency
Yellow
On-site follow-up audit recommended after 6 months
to evaluate previous non-compliance issues
Orange
On-site follow-up audit recommended after 90 days
to evaluate previous non-compliance issues
Red
On-site follow-up audit recommended after 60 days
to evaluate previous non-compliance issues
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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80
The board has voluntarily chosen to follow the section 172 guidance from UK law, although this is not
required under Jersey regulations.
The statement sets out how the directors have had regard to the matters set out in section 172 of the
Companies Act 2006 (“S172”) when performing their duties, to ensure that they continue to promote the
success of the group for the benefit of its members as a whole.
Further information on how S172 has been applied by the directors can be found throughout the
Annual Report
The board recognises it is accountable to its stakeholders and ensures that stakeholder groups are regularly
reviewed. The group currently identifies its stakeholders as employees, customers, suppliers, the community,
shareholders and the environment.
The needs of stakeholders are closely considered by the board, and it is cognisant that active stakeholder
relationships and communication is key to sustainable growth.
The board decision-making is driven by its strategic goals and where possible, it seeks to consider the impact
on stakeholder’s priorities. This is important to foster serve the interests in the long term.
Likely consequences of long-term decisions
See Strategy
High standards of business conduct
See ESG Report
Interests of the group’s employees
See Our People
Fostering the group’s business relationships with suppliers,
customers and others
See ESG Report
Impacts of the group’s operations on the community and
the environment
See ESG Report
Acting fairly between different stakeholders of the group
See Shareholder Engagement
S172 STATEMENT
Environment
Community
Customers
Suppliers
Employees
KEY
STAKEHOLDER
PRIORITIES
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
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82
EMPLOYEES
CUSTOMERS
Why they matter
The group wants its people to feel supported in delivering a strong
customer experience from design through to order. Listening and taking
on-board feedback from colleagues is an important opportunity to
inform our recruitment and retention of great talent.
How the group engaged
• The talent and development team continued to invest in
comprehensive training for all colleagues across the group. This
training encompasses essential health and safety courses to
behavioural lead interventions in line with the group’s PACCT values.
• Continue to run bi-monthly townhalls which were broadcast live to the
business, improving communication across the employee base.
• Increased the number of benefi ts available to employees on the
Beyond platform. The new benefi ts were selected on the back of
internal focus group around lifestyle benefi ts.
• Focused on improving the range of listening mechanisms utilised
across the group. This ensures the group listens to a diverse range of
views and opinions to make the right decisions for its people.
How the board engaged
• The CEO recorded several employee updates to discuss business
direction and strategy.
• Featured as guest panellists on the bi-monthly townhall where they
shared perspectives on current business activities.
• Met regularly to discussed proposals regarding the group’s
remuneration policy.
Impact of engagement
• Better communication across the employee base has led to improved
relationships with employees.
• Increased focus on training has given colleagues new skills for the
workplace and career progression.
Why they matter to us
The group remains determined to be a leading global e-commerce
destination for 16–60+ year-olds and focused on off ering an outstanding
customer proposition. The group recognises the importance of active
and open communication with customers who expect seamless journeys
and proactive solutions.
How the group engaged
• Continued to use Net Promoter Score and Trustpilot feedback to
identify how brands perform on end-to-end customer service. The aim
of this engagement is to improve the customer journey.
• Maintained ‘Voice of the Customer’ sessions, across multiple
stakeholder groups including supply-chain, product and fi nance. Using
its own teams to support improved customer service enables it to
incorporate a diverse range of perceptions into its strategy.
• Used customer communications and refund data to drive business
change. Using real-time data gives the group the ability to identify
areas for improvement and insight into the key issues faced
by customers.
• Used proactive communication techniques with customers to resolve
issues with their order. Customers can contact the customer services
team through convenient communication channels such as Facebook,
Email and Virtual Assistant, enabling the group to stay in touch with all
customer profi les.
• Held regular events and competitions aimed at existing and potential
new customers. The group also sponsored several events and festivals
to maximise customer reach.
• With over 35 million followers on Instagram alone across the group’s
fl agship brands, its social media channels continue to be a key focus of
our customer engagement. Its brands have their own voice and keep
their channels up to date with not only fashion and trends, but events
which are important to each of their target customers.
How the board engaged
The board received updates on consumer engagement and discussed
ways in which it could be improved. Regular updates and discussions
enable senior leadership teams to focus on issues which directly impact
the group’s customer base.
Impact of engagement
• Three brands are rated “Excellent” on Trustpilot.
• The number of customers needing to be advised of delays have
reduced by c24% since FY23.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
84
84
SHAREHOLDERS
SUPPLIERS
Why they matter
The group is determined to create sustainable growth for investors.
The group’s objectives, decisions and strategy are developed with its
shareholders in mind and to ensure it addresses their key concerns.
How the group engaged
• Our management team conducted investor roadshows in May and
October 2023, coinciding with publication of the group’s annual and
half-year results.
• The group engaged with investors and analysts regularly to outline its
strategic priorities, including an investor site visit at its Sheffi eld
Distribution Centre.
How the board engaged
• The board was kept up to date with shareholder and investor feedback
throughout the year, which contributed to the board’s regular
discussions and strategic decisions.
• The board approved the appointment of two new independent
non-executive directors
• The board approved the appointment of the new Chief
Financial Offi cer.
• The board consulted with major shareholders on the group’s
remuneration policy.
Impact of engagement
• The group published the 2023 Sustainability Report, charting the
progress against the group’s sustainability strategy, and 2023 Modern
Slavery Statement, highlighting its commitment to act ethically and
with integrity. This is a key consideration of shareholders.
Why they matter
Transparency, long-term collaboration and education are important to
supplier relationships, which are key to the group’s customer off ering.
Maintaining active engagement with its suppliers is a strategic focus to
ensure the group can continue to bring the latest trends to market.
How the group engaged
• The group’s Responsible, Ethical Sourcing, Wholesale and Product
Operations team completed daily factory visits, both in the UK and
overseas. This ensures it can assess suppliers’ and sub-contractors’
operations on a regular basis. This is important not just for the group’s
supplier engagement, but also other stakeholder groups to whom
ethical and responsible sourcing is a key consideration.
• The group is a proud signatory of The International Accord (Bangladesh
and Pakistan), highlighting its commitment to working hand in hand
with two of its sourcing regions to improve building, electrical and fi re
safety standards across factories in these countries.
• The group holds regular supplier expositions, both in the UK and
internationally, to help the brands and suppliers to meet and
collaborate face to face.
• Developed new ethical trade supplier guidelines to give suppliers clear
and transparent guidance on the group’s expectations
and requirements.
• Began to roll out face to face ethical trade seminars for suppliers. The
group believes that education is the key to unlocking long-term
collaboration with suppliers.
How the board engaged
• Received updates on supply chain matters and discusses ways to drive
long-term value and relationships with suppliers.
• Updates were delivered through the Executive ESG and ESG
Committees, giving its senior leadership team the opportunity to
engage in key strategic decisions involving its supplier base. The board
also held one of its monthly meetings in Italy, where it engaged
with suppliers face to face.
Impact of engagement
• Improved working relationships between teams and suppliers, which is
key to delivering the newest fresh trends to customers.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
86
86
COMMUNITY
ENVIRONMENT
Why it matters
Working with its communities and charitable partners is incredibly
important to business and colleagues. The group wants to be
a responsible business and so active engagement with the local
community, charities and government offi cials is a key part of its social
impact strategy.
How the group engaged
• The group continues with its Everfi partnership which has allowed it to
deliver data science programmes to over 3,000 children aged 13-16 in
Manchester, Burnley, Daventry, Sheffi eld and London.
• In November 2023 the group sponsored a trip to Disneyland Paris for a
group of people including families who had escaped the war in Ukraine
and children with additional needs.
• Through a connection with Northern Power Women, the group enables
access to a programme of live events and webinars, supporting
Northern Power Women’s ambition to grow their community of
professionals and young people.
• Our match-funding initiative has continued giving colleagues an
opportunity to boost their fundraising eff orts for any registered
charities up to the value of £1,000.
• 2023 saw the Burnley and Sheffi eld DCs host a new event supporting
female students with the local area close to the centre. From Karen
Millen to Coast, Oasis and PRETTYLITTLETHING, all brands got
involved with the donation of beautiful gowns. Across the two sites,
the team was able to support 52 students fi nd their ideal
prom outside.
How the board engaged
• Engagement at Social Committee, Executive ESG Committee and the
ESG Committee has led to a greater understanding of the group’s
social impact strategy.
• Approved and supported a week-long charity week at our Manchester
and London offi ces.
Impacts of engagement
• Our partnership with EverFi has delivered sessions to over 3000
students across 60 schools. 91% feel they are likely to apply the
strategies they’ve learned from DSF in their future job. Across four
modules, there was a 120% improvement in students’ knowledge
of data science.
• As part of its Northern Power Women partnership, the group convened
8 live mentoring events to support undergrads. This initiative promotes
future leadership by equipping individuals with diverse perspectives
and skills, crucial for positive societal infl uence.
Why it matters
The group recognises stakeholder expectations on how the business
operations impact the environment are increasing. The group is focussed
on understanding how it can make meaningful changes throughout its
business to improve its relationship with the environment.
How the group engaged
• The Environmental and Climate Change sub-committee and Executive
ESG Committee met quarterly to discuss the group’s impact on
the environment.
• Continued to engage with Textiles 2030, The Microfi bre Consortium
and Sustainable Apparel Coalition. These partnerships are important
to the group’s commitment to responsible production.
• The group is now in its fourth year of its Cotton Connect programme in
Pakistan. The partnership aims to improve cotton farming by educating
local producers on better practices. The group has built on the success
of the programme to a second phase in India, where the group has also
partnered with two other UK retailers.
• A group of employees volunteered to become “Sustainability
Champions” for the business. This team are one of the leading forces
driving the improvements and the change in culture throughout the
business. Their goal is to assess what changes can be made to all areas
of the group’s business in order to create lasting improvements to the
group’s environmental impact.
How the board engaged
• Quarterly ESG committees were attended by members of the board,
including the non-executive directors.
• Approved the inclusion of specifi c environmental targets in the annual
bonus plan for directors.
• Supported a proposal to develop a costed net zero transition plan, as
part of its SBTi commitments.
Impacts of engagement
• Engagement at the Environmental and Climate Change Committee,
Executive ESG Committee and the ESG Committee has led to a
greater understanding of environmental issues facing the business.
• Our sustainability champions drove several changes throughout the
business. To read more about some of the sustainability champion’s
initiatives, please see page 64.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
88
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
Mahmud Kamani
Group Executive Chairman
dahmud founded boohoo.com with arol Zane in 2006, leveraging
over 30 years of experience in the fashion and clothing industry.
dahmud is an entrepreneur, with expertise encompassing all areas of
the supply chain from sourcing, import and wholesale. dahmud 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
arol has 30 years of experience in the fashion industry. tarting
her career as a designer, then fashion buyer, arol has worĦed with
dahmud for the past 26 years supplying high street retailers. arol
co-founded boohoo.com in 2006 and since inception has worĦed on
marĦeting, product and brand strategy both domestically and abroad.
John Lyttle
Chief Executive
Xohn joined the group as hief Executive mffi cer on 15 darch 201˫.
Xohn previously spent eight years at rimarĦ, a division of Associated
British ?oods, as hief mperating mffi cer. During his tenure, turnover
grew 158% to £7 billion.
rior to joining rimarĦ, Xohn held senior roles at datalan and Arcadia
group.
Stephen Morana
Chief Financial Offi cer
tephen joined the group as hief ?inancial mffi cer on 1˫ ?ebruary 2024.
tephen spent a signifi cant part of his executive career as ?m of two
founder-led, digitally disruptive businesses, Betfair and Æoopla, both of
which he led through Im and helped to create signifi cant shareholder
value. tephen has also been a non-executive director at Entain, the
?TE100 group, and at boohoo group (2014-2017). Fe is a řualifi ed
chartered accountant and a member of the INEAD alumni.
Alistair McGeorge
Deputy Chairman, Non-Executive Director
and Senior Independent Director
Alistair dc@eorge joined the board as an independent non-executive
director and Deputy hairman in darch 2023. Alistair is also a member
of the emuneration and Nomination ommittees.
Alistair is currently the non-executive hairman of East Imperial plc and
The mriginal ?actory hop, as well as hair of The etail Trust, which
provides support to retail employees. Fe has worĦed within the retail
industry over the last 30 years and has been Em and/or hairman of
multiple retail brands in the ¡Z and internationally. Alistair is a řualifi ed
chartered accountant.
The board of directors are the Ħey management personnel and have collective responsibility for the
long-term success of the group.
BOARD OF DIRECTORS
88
SECTION 172
GOVERNANCE
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
90
EXECUTIVE COMMITTEE
JOHN LYTTLE
hief Executive mffi cer
SIOBHAN FOREY
hief eople mffi cer
DAN FINLEY
Em Debenhams
DAVID JAMES
@roup upply hain Director
SAMIR KAMANI
Em boohoodAN
TOM KERSHAW
@eneral ounsel and
Company Secretary
MARK BARRACLOUGH
dD Zd
STEPHEN MORANA
hief ?inancial mffi cer
PETE TEMPLETON
@roup ?inance Director
PAUL PAPWORTH
Em boohoo
ANDREW REANEY
Director esponsible ourcing
and roduct mps
TOM BINNS
COO PLT
LEANNE CLANCY
hief Information mffi cer
NICKI CAPSTICK
dm \T
GROUP
BRANDS
90
Kirsty Britz
Non-Executive Director
Zirsty joined the board as an independent non-executive director in eptember 2021.
Zirsty is hair of the E@ ommittee and a member of the isĦ and Audit ommittees.
Zirsty has extensive E@ and sustainability experience across fi nancial services,
telecommunications and technology sectors. he is currently serving as the Director
of ustainable BanĦing at Nat·est @roup plc and as an independent member of the
rofessional tandards ommittee at Fd . rior to joining Nat·est @roup, she held the
role of Director of itiƑenship at Barclays. rior to this Zirsty held various sustainability,
brand strategy and marĦeting roles in retail, telecommunications and advertising sectors.
Shaun McCabe
Chief Financial Offi cer (resigned 23 January 2024)
haun was appointed ?m of boohoo on 3 mctober 2022, having originally joined the
@roup in November 2020 as an independent non-executive director. haun has extensive
fi nancial experience across e-commerce and retail. rior to joining boohoo, he held the
roles of as hief ?inancial mffi cer at Trainline plc, International Director at Am and hief
?inancial mffi cer for AmaƑon Europe. haun is also non-executive director at Am ·orld plc
where he is a member of its Audit and emuneration ommittees.
John Goold
Non-Executive Director
Xohn joined the board as an independent non-executive director and hair of the Audit
ommittee in April 2023. Xohn is also a member of the isĦ, E@ and emuneration
Committees.
Xohn is a řualifi ed chartered accountant previously worĦing within corporate fi nance with
Deloitte ̲ Touche, mld dutual ecurities, Arden artners and Æeus. Fe is currently Em for
Zelso @roup Foldings plc and mncimmune plc.
Iain McDonald
Non-Executive Director
Iain is hair of the emuneration ommittee and sits on the Audit and Nomination
Committees.
Iain is the founder of Belerion apital, a specialist technology and e-commerce company
and was an early investor in a number of technology businesses including Asos, Eagle Eye
olutions, Anatwine and detapacĦ.
Iain is a non-executive director of one of the leading e-commerce businesses in Europe, and
also AId-listed software business entralNic. rior to founding Belerion apital, Iain was a
partner of the ·illiam urrie @roup, a technology and e-commerce private family offi ce.
Tim Morris
Non-Executive Director
Tim dorris joined the board as non-executive director in day 2021. Tim is hair of the isĦ
and Nomination ommittees and a member of the E@ ommittee.
Tim is currently @roup @eneral ounsel ̲ ompany ecretary at TalĦTalĦ Telecom @roup
\imited, which was on the main list of the \ondon tocĦ Exchange until darch 2021 and
where he joined prior to its Im in 2010. Fe held similar positions at arphone ·arehouse
@roup plc prior to its Im in 2000 until 2015, during which time it merged with Dixons to
create Dixons arphone plc. Fe is also a founding artner of ?reston ¶entures Investments
\\, which invests in a number of private businesses including ?ive @uys Europe, in addition
to various indirect private eřuity and investment funds.
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92
New leadership
Alistair dc@eorge joined me
as Deputy hairman and non-
executive director in darch 2023,
and Xohn @oold joined the board
as non-executive director and hair
of the Audit ommittee in April
2023. I have welcomed the wealth
of experience and insight they bring
to the board, and their enthusiasm
and commitment has already
helped drive important changes
across the group.
I was delighted to welcome
tephen dorana to the board as
hief ?inancial mffi cer in ?ebruary
2024. Fis prior experience as non-
executive director of boohoo group,
experience of consumer-facing and
technology-focused businesses and
a highly entrepreneurial mindset will
be invaluable to the business going
forward.
haun dc abe stepped down as
hief ?inancial mffi cer in Xanuary
2024, having originally joined the
group in October 2020 as non-
executive director and hair of
the Audit and isĦ ommittees. I
would liĦe to taĦe this opportunity
to thanĦ haun for his valued
contribution to the group during his
tenure and wish him every success
for the future.
The Nomination ommittee
approved changes to the board
committee membership in ?ebruary
2024 to ensure that the non-
executive directors have a balanced
worĦload, whilst adhering to the
reřuirements set out in the 2018
A ode.
Board effectiveness
The board delegates the day-to-day
responsibility for running the group
to the Em, who is responsible for
all commercial, operational, risĦ and
fi nancial matters. In 2023 the group
formed an Executive ommittee,
who meet on a weeĦly basis and
assist the Em in implementing
the group’s strategy across the
business. Details of the Executive
Committee are on page ˫1.
Supply chain operations
The group has already delivered
signifi cant improvements within
our supply chain following an
independent review from the Alison
\evitt Z in 2020. mur Agenda for
hange programme delivered all
of the recommendations in this
review, and was signed off by ir
Brian \eveson in ?ebruary 2022.
The board remains resolutely
determined to ensure that we
continue to build on this. The
systems the group now has in place
allows it to be much more pro-
active with our suppliers, meaning it
can worĦ together in a constructive
way to drive improvements, such as
transitioning our entire ¡Z supply
base to a new auditing regime last
year. The group’s Risk Committee
reviews supply chain risĦs on a
řuarterly basis to maintain an
appropriate level of oversight, and
this continues to be a top priority at
board level.
Culture
The board recognises that it is
responsible for monitoring culture
to support and drive the right
behaviours, and for engaging with
colleagues to ensure that the group
is fostering an environment that
supports their general wellbeing.
This year the group increased levels
of employee engagement through
interactive ̦TalĦ BacĦ̧ sessions
and reward listening groups, and
the group̧s Em hosted ̦Insight
Interviewş to give teams the
opportunity to asĦ řuestions
directly.
The board also visited our
Burnley D , where they had
the opportunity to tour our
manufacturing facility and speaĦ
to colleagues. \ooĦing ahead, the
board will continue to identify ways
to improve our employer brand
and how we communicate this
with colleagues effectively. ?urther
information on our culture and
values can be found in the eople
eport. Examples of how the board
have monitored culture during the
year are on page 22.
The group̧s past success derives
from a relentless focus on ensuring
that, at all times, we deliver
a fashionable and affordable
proposition to our customers
underpinned by a fast and agile
operating model and mindset.
dy focus in the year ahead is to
empower, enable and incentivise
our colleagues to adopt this
mindset and instil a culture that
drives growth and delivers value for
all of our staĦeholders.
?inally, on behalf of the board, I
would liĦe to extend my utmost
thanĦs to all of our shareholders for
your continued support.
Mahmud Kamani
@roup Executive hairman
A MESSAGE FROM THE CHAIRMAN
Dear shareholders,
mn behalf of the board, I am pleased to present our orporate
@overnance report for ?½24.
During the year, cost of living pressures continued to effect discretionary
spending for consumer faced businesses. In response, the boarḑs
focus and priority has been on investing in Ħey strategic initiatives,
and implementing transformational changes to the group̧s cost base,
to ensure the group is in a strong position to get bacĦ to growth as
infl ationary challenges ease and consumer confi dence improves.
The boarḑs role has been to guide the group through this period of
accelerated transformation, whilst ensuring senior management and
employees remain motivated and engaged to deliver long-term growth
and value to shareholders. A summary of the Ħey board activities and
governance highlights during the year is summarised on this page.
?urther information is contained in the trategic eport on page 11
and in the s172 tatement on page 81.
CORPORATE GOVERNANCE REPORT
“THE BOARD’S FOCUS AND
PRIORITY HAS BEEN ON
INVESTING IN KEY STRATEGIC
INITIATIVES, AND IMPLEMENTING
TRANSFORMATIONAL CHANGES
TO THE GROUP’S COST BASE,
TO ENSURE THE GROUP IS IN
A STRONG POSITION TO
GET BACK TO GROWTH AS
INFLATIONARY CHALLENGES
EASE AND CONSUMER
CONFIDENCE IMPROVES.“
MAHMUD KAMANI
EXECUTIVE CHAIRMAN
BOARD’S ACTIVITIES
DURING THE YEAR
ompleted investments in Ħey
strategic initiatives including the
fi nal phase of automation in hef-
fi eld and opening a ¡ distribution
centre.
¶isits to the ¡, hina, Italy, Tur-
Ħey, aĦistan, Bangladesh and
dorocco provided opportunities
for direct engagement with Ħey
staĦeholders on strategic oppor-
tunities in these markets.
Evaluated the boarḑs effective-
ness during ?½24 and reviewed
the progress of the recommenda-
tions identifi ed in the ?½23 Board
Effectiveness eview.
aptured supply chain defl ation
and lower input prices, and re-
invested these savings to drive
faster lead times and lower prices
for customers.
ompleted a gap analysis against
the new 2023 A ode.
trategic deep-dive session held
with Debenhams to unlocĦ
growth opportunities.
Approved a new E@ reporting
frameworĦ.
ompleted a signifi cant
transformational cost savings
programme.
Implemented a growth plan to
incentivise senior management
to deliver growth and value
to shareholders.
Appointed tephen dorana as
hief ?inancial mffi cer, Alistair
dc@eorge as NED and Deputy
hairman and Xohn @oold as
NED and hair of the Audit
Committee.
GOVERNANCE
HIGHLIGHTS
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
94
CORPORATE
GOVERNANCE REPORT
he oİpany has adopted the 2018 uoted
oİpanđes Allđance orporate GoƁernance ode
(̤ A ode̥). he board belđeƁes that the A
Code provides the most appropriate framework
of ĈoƁernance arranĈeİents for a publđc lđsted
coİpany of boohoo̧s sđƑe and coİplexđty.
The board acĦnowledges the importance of the ten
A ode principles and sets out the group̧s current
approach below.
$*LI¶* Gm·F
1. *stablđsh a strateĈy and busđness İodel̆ Ƃhđch
proİotes lonĈ-terİ Ɓalue for shareholders The
group owns fi ve core brands (boohoo, boohoodAN,
retty\ittleThing, Zaren dillen and Debenhams),
and eight labels (Nasty @al, dissap, oast,
·arehouse, masis, Dorothy erĦins, Burton, and
·allis), and designs, sources, marĦets and sells
clothing, shoes, accessories and beauty products
targeted at 16̘60͜-year-old consumers in the ¡Z
and internationally. The group has a strong presence
in the ¡Z, ¡, Australia, ?rance and Ireland, and sells
products to customers in almost every country in the
world.
The group̧s business model is entirely focused on its
customers and every element of the model begins
and ends with them ̘ we engage, we listen, we learn,
we create and repeat.
The group̧s ambition and growth prospects are
underpinned by forecast growth in both the domestic
and international online fashion retail marĦets, a
highly effi cient product sourcing model and a robust
infrastructure development plan. The group̧s vision is
to be a leading e-commerce fashion marĦet for 16̘60
year-olds, which will be driven through the following
strategic prioritieṡ
•
Investing in our Brands
̏
@iving our customers roduct they want
•
ustoİer *xperđence that makes them
come back
•
A Platform that enables our growth
̏
An environment where its People fl ourish
A fuller explanation of how the strategy and business
model are executed can be found on page 11.
94
2. Seek to understand and meet
shareholder needs
and expectatđons
The board is informed of
shareholder views as part of
the regular reporting process
and matters for discussion, and
maintains an active dialogue with
its shareholders through a planned
programme of investor relations.
This activity is a Ħeystone of the
group’s corporate communications
programme and is headed by
the executive board, supported
by an Investor Relations team
and the ompany ecretary. The
group̧s Deputy hairman acts
as an additional linĦ between the
shareholders and the group̧s
executive directors.
The programme includes formal
presentations of the group̧s
full year and interim results and
meetings between institutional
investors, analysts and senior
management on a regular basis.
egular communication with
shareholders also taĦes place
through the group’s annual
and interim results and via the
group website (www.boohooplc.
com), which contains up-to-
date information on the group̧s
activities.
The hair of the emuneration
ommittee has actively engaged
and consulted with shareholders on
major changes to the remuneration
policy during the year.
The board recognises that
the Annual @eneral deeting
is an important opportunity
for communication with both
institutional and private
shareholders.
There is also a designated email
address for shareholder liaison
̘ investorrelations̱boohoo.com ̘
and all contact details are included
on the investor relations website.
3. aĦe đnto account Ƃđder
staĦeholder and socđal
responsibilities and their
đİplđcatđons for lonĈ-terİ
success
The board recognises the
importance of maintaining strong
relationships with its staĦeholders
in order to create sustainable
long-term value, and the board
encourages active dialogue
and transparency with all its
staĦeholder groups.
The board believes that modern
slavery is a signifi cant global
issue presenting a challenge for
businesses worldwide and has
committed to continually reviewing
its practices to combat slavery. The
board is committed to ensuring
that its group companies and
supply chain act ethically and with
integrity. The group̧s dodern
lavery tatement can be found on
the group̧s website. httpṡ//www.
boohooplc.com/sites/boohoo-
corp/fi les/boohoo-modern-slavery-
statement-2023.pdf
The group’s community
programme, Be ½ou, is broĦen into
three pillarṡ show your colours,
fi nd your place and charitable
giving. Be ½ou continues to serve
as a catalyst for positive change
in the group’s communities.
Through initiatives focused on
empowerment and inclusivity, the
group strives to create a more
eřuitable and compassionate
worĦing environment.
The group continues to invest into
the Cotton Connect programme
and have expanded investment into
another country in collaboration
with other ¡Z-based retailers.
The programme also ties in with
the group̧s Be ½ou community
programme by educating farm
worĦers about the benefi ts of more
sustainable cotton production and
good business practice.
?urther information on staĦeholder
engagement can be found on page
81 and the group̧s social impact
strategy on page 64.
4. *İbed effectđƁe rđsĦ
İanaĈeİent̆ consđderđnĈ both
opportunities and threats,
throughout the organisation
The board has overall responsibility
for the group̧s systems of internal
control and risĦ management and
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
96
96
enřuiries are made. The current
division of responsibilities between
the hairman and hief Executive
and the hairman and the Deputy
hairman have each been agreed
by the board.
It is intended that the board meets
at least eight times a year, the
Audit ommittee at least three
times a year, the Nomination
ommittee at least once a year, the
Remuneration Committee at least
twice a year, and the isĦ and E@
ommittees four times per year.
6. *nsure that betƂeen theİ̆
the dđrectors haƁe the necessary
up-to-date experđencĕ sĦđlls and
capabđlđtđes
The directorş biographies appear
on page 8˫.
The board has a blend of different
experience and bacĦgrounds.
Each of Alistair dc@eorge, Iain
dcDonald, Tim dorris, Zirsty
BritƑ and Xohn @oold were, prior
to appointment, considered to
be ̦independenţ non-executive
directors under the criteria
identifi ed in the A ode. The
board has access to independent
advice, in particular from boohoo̧s
Nominated Adviser (Æeus apital),
and Ashurst \\ (from a legal
perspective). The group̧s auditor
is Z? \ittlejohn \\. During the
year, the emuneration ommittee
tooĦ advice from · as to the
remuneration policy and structure
and terms of the @rowth hare
lan, which was approved by
shareholders at a general meeting
held on 8 darch 2024.
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.
As at 2 day 2024, the board has met once since the end of the fi nancial year.
All directors have access to the advice and services of the hief ?inancial mffi cer and ompany ecretary, 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 company̧s expense.
Audit
Risk
Remuneration
Nomination
ESG
Board
Committee
Committee
Committee
Committee
Committee
Eligible
Attended
Eligible
Attended
Eligible
Attended Eligible
Attended
Eligible
Attended
Eligible
Attended
Mahmud Kamani
9
9
–
–
–
–
–
–
–
–
–
–
Carol Kane
9
9
-
-
-
-
-
-
-
-
4
4
John Lyttle
9
9
-
-
-
3
-
5
-
2
-
4
Stephen Morana
1
1
-
1
-
1
-
-
-
1
-
1
(appointed Feb 24)
Iain McDonald
9
9
3
0
-
-
6
6
2
2
-
-
Tim Morris
9
9
3
3
3
3
6
6
2
2
4
4
Kirsty Britz
9
9
3
3
3
3
-
6
-
2
4
4
Alistair McGeorge
8
8
3
2
3
3
5
5
2
2
4
1
John Goold
8
8
2
2
-
1
5
5
2
2
-
1
Shaun McCabe
8
8
-
2
-
2
-
3
(resigned Jan 24)
SKILLS AND EXPERIENCE
Executive and strategic leadership
˫
Extensive Ħnowledge of the group̧s
business and the retail sector
˫
International exposure
6
Sustainability
1
?inance and accounting
4
Investor relations and
engagement
˫
Employee engagement
and remuneration
4
Acřuisitions and integration
of acřuired businesses
6
Expertise in corporate
governance and compliance
4
DIRECTORS
CORPORATE GOVERNANCE REPORT
Continued...
for reviewing the effectiveness
of those systems. uch systems
are designed to manage rather
than eliminate the risĦ of failure to
achieve business objectives. Any
system can only provide reasonable
and not absolute assurance against
material misstatement or loss.
The board confi rms that there
are procedures for identifying,
evaluating and managing signifi cant
risĦs faced by the group, and
will review these formally with
management before each fi nancial
year-end (as well as the ongoing
review of risĦs, which emerge
throughout the year).
The board has implemented
an internal risk management
frameworĦ to identify, with relevant
management, the major business
risĦs facing the group and to put
in place appropriate policies and
procedures to manage those risĦs.
Internal and external risĦs, which
are assessed on a continual basis,
may be associated with a variety
of internal or external sources,
including control breaĦdowns,
disruption in information systems,
competition, inadeřuate fi nancing,
poor business performance,
natural catastrophe and
regulatory reřuirements. 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.
The Executive isĦ @roup reports
on its review of the risĦs and
how they are managed to both
the board and isĦ ommittee,
whose role it is to review the Ħey
risks inherent in the business
and the systems of control
necessary to manage those risks.
The Executive isĦ @roup, which
includes the Em and ?m,
reports to the Risk Committee
and provides assurance over risĦs
and internal controls. The isĦ
ommittee presents its fi ndings
to the board as appropriate. The
Executive isĦ @roup also reports
to the isĦ ommittee on major
changes in the business and
external environment, which affect
signifi cant risĦs. ·here areas for
improvement in the systems are
identifi ed, the board considers the
recommendations made by the
Executive isĦ @roup and the isĦ
Committee.
The Executive E@ @roup has
oversight and monitoring of
E@ risĦs and opportunities. The
Executive E@ @roup is chaired
by the @roup Em and reports
to the E@ ommittee chaired
by Zirsty BritƑ, independent non-
executive director. The primary
purpose of the E@ ommittee is
to independently review, on behalf
of the Board, the actions of the
Executive E@ @roup and its ̦Ȩ ̧̦
and ̦@̧ sub-committees.
?urther details of the governance
structure are set out at principle ˫.
dAINAIN A $½NAdI
dANAG*d*N ?Ad*·mZ
˧. dađntađn the board as a Ƃell-
functđonđnĈ̆ balanced teaİ led
by the Chair
The board currently comprises of
four executive directors and fi ve
non-executive directors. The board
has an executive hairman and a
non-executive Deputy hairman
who also acts as the enior
Independent Director.
The board as a whole is collectively
responsible for the success of the
group and provides entrepreneurial
leadership of the group within the
frameworĦ of effective controls,
which enable risĦ to be assessed
and managed. It sets out the
group̧s values and standards
and ensures that its obligations
to shareholders and other
staĦeholders are understood and
met.
@uidelines 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. ·here
issues arise at board meetings, the
hairman ensures that all directors
are properly briefed and, when
necessary, appropriate further
The table below provides an overview of the
skills and experience of the group’s directors.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
98
98
CORPORATE GOVERNANCE REPORT
Continued...
The board is Ħept informed on an
ongoing basis by the Company
ecretary about their duties and
any update in relation to legal and
governance reřuirements for the
group. Training is provided to the
board each year regarding their
duties. The table opposite provides
an overview of the sĦills and
experience of our directors.
7. *Ɓaluate board perforİance
based on clear and releƁant
objectđƁes̆ seeĦđnĈ contđnuous
improvement
The group Company Secretary
led the most recent evaluation
of the board in ?ebruary 2024.
The evaluation confi rmed that
the board continued to operate
effectively.
The evaluation was structured
around seven Ħey areas, each
addressed through a series of
critical řuestions that all directors
responded to through an online
survey.
The Ħey recommendations from the
evaluation include to carry out a
review of the board and company̧s
purpose and values and to spend
more time discussing the delivery
and execution of the group̧s long-
term strategy.
The boarḑs succession plan is
the role and responsibility of the
Nomination ommittee, to ensure
that the board is comprised of
appropriately sĦilled and capable
individuals. The Nomination
ommittee hair will identify gaps
in the sĦill set reřuired to oversee
the boarḑs development and will
seeĦ to recruit suitably řualifi ed
individuals with support from the
hief eople mffi cer.
8. roİote a corporate culture
that đs based on ethđcal Ɓalues
and behaviours
The group is guided by its values
of assion, Agility, reativity,
ommercial and TeamworĦ. The
group prides itself on its inclusive
culture and team spirit, and in
operating in a fair and sustainable
manner.
The group taĦes the welfare
of all its employees extremely
seriously and continues to invest
in its people, who are encouraged
to develop and grow with the
business. The group continually
strives to improve the worĦing
environment and benefi ts of its
people. This is done by listening
to and actioning feedbacĦ given
through the open ½our ¶oice
sessions and internal F channels,
with immediate attention paid to
any concerns raised. The group
is continually improving the
support provided to managers
to help ensure they are leading
and ensuring the people in its
organisation feel valued and are
listened to, shown in the signifi cant
investment made to upgrade
all the facilities and worĦing
environment.
?urther information can be found
on page 22 of this report.
9. dađntađn ĈoƁernance
structures and processes that are
fi t for purpose and support Ĉood
decđsđon-İaĦđnĈ by the board
The board has a formal schedule of
matters reserved to it for decision,
including approval of strategic
plans and the annual operating
plan, signifi cant investments and
capital projects, treasury and
risk management policies. All
directors taĦe decisions objectively
in the interests of the group.
?urther details of the roles and
responsibilities of the directors is
set out at principle 6.
The group continues to look at
how best to improve its corporate
governance and is constantly
looĦing for ways to strengthen
its board, while ensuring that the
business is led by people with
the right experience, passion and
enthusiasm. During the year, the
board appointed a new ?m,
Deputy hairman and hair of
the Audit ommittee, all with
signifi cant retail experience.
The strengthened board structure
has substantially enhanced the
bandwidth to execute its multi-
brand strategy and provide
oversight of Ħey risĦs and
opportunities. The structure
enables the directors to use their
extensive commercial experience
in developing the wider group and
its strategy for the benefi t of the
group̧s staĦeholders.
In summary, this structure enables
the retention of Ħey sĦill sets within
the group while facilitating the
enhancement of the executive and
non-executive director base and
the continuing development of the
board and committee membership
otherwise in line with the A
odȩs Ħey principles.
The boarḑs governance frameworĦ is designed to provide suffi cient
oversight of Ħey strategic matters, risĦs and opportunities.
The Executive E@ ommittee and sub-committees undertaĦe Ħey
activities to drive and execute the group̧s E@ strategy. The Audit,
Nomination, isĦ and emuneration ommittees have also each been
assigned respective responsibilities for oversight of discrete E@
matters that are most consistent with their current responsibilities
and area of expertise.
The terms of reference for each committee are published on the
group̧s website or are available on reřuest from the ompany
ecretary. The roles and responsibilities of each committee are
detailed below.
GOVERNANCE FRAMEWORK
PLC BOARD
L¡* ͠ L mA$
G**N ͠ mA$ mddI**
INZ ͠ *¼* ¡I¶* Gm¡
mANG* ͠ ·mZING Gm¡
ESG
COMMITTEE
AUDIT
COMMITTEE
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
EXECUTIVE RISK
GROUP
GOVERNANCE
AND ETHICAL
COMPLIANCE
COMMITTEE
ENVIRONMENT
AND CLIMATE
COMMITTEE
HEALTH
AND SAFETY
COMMITTEE
SOCIAL
COMMITTEE
EXECUTIVE
FOCUS GROUP
EXECUTIVE ESG
GROUP
RISK
COMMITTEE
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
100
Remuneration Committee
The hair of the emuneration ommittee is Iain dcDonald. This ommittee 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 emuneration ommittee meets at least twice a
year. Alistair dc@eorge and Xohn @oold are the other members of the emuneration
Committee.
The responsibilities and activities of the emuneration ommittee are set out in more
detail in the Directorş emuneration eport on page 105.
ESG Committee
The hair of the E@ ommittee is Zirsty BritƑ. The E@ ommittee advises the board
on the effectiveness of the company̧s E@ strategy and management of E@ risĦs and
opportunities. The E@ ommittee meets at least four times a year. Tim dorris, Xohn
@oold and arol Zane are the other members of the E@ ommittee.
datters considered at these meetings includė
̏
considering updates on the company̧s progress towards achieving its targets
regarding climate change, raw materials sourcing, waste management, circularity and
other environmental impacts such as biodiversity, water, chemicals and microplastics̈
̏
receiving updates on the group̧s social impact strategy and actions, ensuring focus on
issues of most material impact and opportunitÿ and
̏
reviewing the governance and effectiveness of the integration of environmental and
social impact into the company̧s operations, policies, practices and product
development.
The company̧s E@ eport can be found on page 64.
BUILD TRUST
10. oİİunđcate hoƂ the
coİpany đs ĈoƁerned and đs
performing by maintaining a
dialogue with shareholders and
other relevant stakeholders
The A@d is an important
opportunity for communication
with both institutional and private
shareholders and involves a short
statement on the company’s latest
trading position. hareholders may
asĦ řuestions of the full board,
including the hairs of the Audit,
emuneration, Nomination, isĦ
and E@ ommittees.
The result of the proxy votes
submitted by shareholders in
respect of each resolution will be
available on the company̧s website
or on reřuest to the ompany
Secretary.
As outlined at principle 2, the
company maintains an active
dialogue with its shareholders
through a planned programme of
investor relations.
100
CORPORATE GOVERNANCE REPORT
Continued...
Audit Committee
Xohn @oold is the hair of the Audit ommittee, which has primary responsibility for
monitoring the řuality of internal controls, ensuring that the fi nancial performance of the
company is properly measured and reported on and reviewing reports from the group̧s
auditors relating to the group̧s accounting and internal controls, in all cases having due
regard to the interests of shareholders. Iain dcDonald and Zirsty BritƑ are the other
members of the Audit ommittee.
The Audit ommittee meets at least three times a year. datters considered at these
meetings includė
̏
reviewing and approving the annual report and fi nancial statements for the year and
half year-end̈
̏
discussion with the external auditors to confi rm their independence and scope for
audit worĦ̈
̏
considering the reports from the external auditors identifying any accounting or
judgemental issues reřuiring the boarḑs attention and the auditorş assessment of
internal controls̈
̏
reviewing and approving the group̧s tax strategÿ
̏
considering the worĦ of the corporate social responsibility and supplier conformance
functions̈
̏
reviewing compliance with minimum pay legislation and fairness at worĦ procedures̈
and
̏
considering the adeřuacy of the whistle-blowing facility, the anti-bribery training and
monitoring and data protection policy and procedures.
The Audit ommittee hair maintains dialogue with the auditors outside of the scheduled
meetings and meets with the auditors without the presence of executive directors and
members of the fi nance team.
The group̧s internal audit function is overseen by and reports independently to the Audit
Committee.
The Audit ommittee reports to the board on the effectiveness, value and independence
of the auditors on an annual basis. The board is satisfi ed with the independence and
objectivity of Z? \ittlejohn \\.
Risk Committee
The hair of the isĦ ommittee is Tim dorris. This ommittee reviews managemenţs
recommendations on risĦ management, particularly in relation to the structure and
implementation of the risĦ strategy, system of governance, risĦ management frameworĦ,
the řuality and effectiveness of the related internal controls and reporting processes,
risĦ appetite limits and exposures, and the overall risĦ profi le of the business. The isĦ
ommittee meets at least four times a year. Xohn @oold and Zirsty BritƑ are the other
members of the isĦ ommittee.
The responsibilities and activities of the isĦ ommittee are set out in more detail in the
isĦ danagement eport on page 40.
Nomination Committee
Tim dorris is the hair of the Nomination ommittee, which identifi es and nominates, for
the approval of the board, candidates to fi ll board vacancies as and when they arise. The
ommittee also considers matters of succession planning. The Nomination ommittee
meets at least once a year and otherwise as reřuired. Alistair dc@eorge and Iain dcDonald
are the other members of the Nomination ommittee.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
102
102
$I* m AN$ mdAN½
* *A½
The biographies of the directors
who held offi ce throughout the
year and subseřuently are set
out on page 8˫. The ompany
ecretary is Thomas Zershaw.
The interests of the directors in
the shares of the company and
their share options and awards
are detailed in the emuneration
Report on page 105.
The group maintains directorş
and offi cerş liability insurance,
which gives appropriate cover for
any legal action brought against
the directors. The group has also
provided an indemnity for its
directors, which is a řualifying
third-party indemnity provision and
was in place during the year and
up to the date of approval of the
fi nancial statements.
FA* AIAL AN$
*I ImN mN AL* m?
FA*
The authorised and issued share
capital of the group and details of
shares issued during the year are
shown in note 24. The issued share
capital as at 2˫ ?ebruary 2024 was
1,268,865,215 shares of 1p.
owers related to the issue and
buy-bacĦ of the company̧s shares
are included in the company̧s
articles of association and such
authorities are renewed annually by
shareholders at the Annual @eneral
deeting.
Shareholder
Number of ordinary
Percentage held
shares held
¡ ANIAL FA*FmL$*
hareholders holding more than 3% of the company̧s shares as at 2˫ ?ebruary 2024̇
FA* IN *NI¶* LAN ¡
The hare Incentive lan (̤I̥)
trust is used by the company
to provide free shares as share
incentives to its employees. The
trustees are \inĦ Asset ervices, an
independent ¡Z professional body.
The I trustee buys shares and
holds them in trust for the benefi t
of employees who remain with the
company for three years. The trust
held ˫.4 million shares as at 2˫
?ebruary 2024. The trustees may
vote on the benefi ciarieş shares in
accordance with the benefi ciarieş
instructions.
A*d*N m? m*
AN$ ¶IA ILI½
The group’s business activities
together with the factors that
are liĦely to affect the future
development, performance,
position and risĦs of the group
are set out in the review of the
business on page 30. The directors
considered the prospects of the
group through an analysis of the
marĦets for the group̧s product
offering online in the ¡Z 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 Ħey dependencies, enabling
sourcing to be dynamic. dajor
expense categories relate to
carriage and marĦeting services,
which are widely diversifi ed
amongst suppliers. The business
model affords a great deal of
fl exibility in responding to demand
and economic changeṡ the wide
range of products and relatively
low buy řuantities reduce inventory
risĦ̈ a large customer base
across many countries reduces
specifi c economic and fashion
dependencies̈ retail customers
pay at the time of order with a
small risĦ of defaulẗ and the high
marĦeting 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 profi tability, cash
fl ow and capital reřuirements of
the business are
STEPHEN MORANA
JOHN LYTTLE
DIRECTORS’ REPORT
he dđrectors present theđr $đrectorş eport and annual report and
fi nancđal stateİents for the year ended 29 ?ebruary 2024.
*GI**$ m??I *
The registered offi ce is ̇
3rd ?loor, 44 Esplanade, t Felier, Xersey, XE4 ˫·@.
IN IAL A I¶II*
The principal activity of the company is that of a holding company. The
principal activity of its subsidiary undertaĦings is that of online clothing
retailers.
¡IN* *¶I*·
The directors are reřuired by ompany \aw to set out a fair review
of the business, its position at the year-end and a description of the
principal risĦs and uncertainties facing the group and to prepare the
fi nancial statements in accordance with applicable law and International
?inancial eporting tandards (̤I?̥) and ¡Z-adopted International
Accounting tandards (̤¡Z-adopted IḀ). The review of the business
on page 30 provides this review and fi nancial position, and these are
incorporated by cross-reference and form part of this report. The
orporate @overnance eport on page ˫2 should be read as forming
part of the Directorş eport.
*¡L AN$ $I¶I$*N$
@roup loss after tax for the year to 2˫ ?ebruary 2024 was £130.6 million
(2023̇ £75.6 million loss). The audited fi nancial statements for the year
for the group can be found on page 136.
The directors do not recommend the payment of a dividend (2023̇ no
divided) so that cash is retained in the group for capital expenditure
projects that are reřuired for the rapid growth and effi ciency
improvements of the business and for suitable business acřuisitions and
capital expenditure.
?rasers @roup lc
dahmud Zamani̐
Fargreaves \ansdown tocĦbroĦers \td
chroder Investment danagement
Camelot Capital Partners LLC
Boohoo group plc EBT
Interactive Investor
abia Zamani̐
¡mar Zamani̐
280,182,052
157,˫7˫,880
˫1,732,˫0˫
˫0,700,˫4˫
71,085,587
5˫,221,357
50,554,035
50,70˫,141
38,318,727
22.08%
12.45%
7.23%
7.15%
5.60%
4.67%
3.˫8%
4.00%
3.02%
hareholders marĦed as ̐ are members of the concert party.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
104
104
DIRECTORS’ REPORT
Continued...
suffi cient to ensure its ongoing
viability. Annual budgets, against
which performance is compared,
are prepared in advance of the
next fi nancial year. A cadence of
weeĦly, monthly and řuarterly
forecasts is operated to monitor,
control and report on performance
in the current fi nancial year.
These forecasts form the basis
upon which the board satisfi es
its reřuirements to update
staĦeholders with relevant fi nancial
performance and prospects. Twice
a year, fi ve-year fi nancial plans are
prepared to assess the medium
and longer-term prospects of the
group and its fi nance reřuirements,
based on its strategic plans.
The directors have reviewed the
group̧s profi tability in the fi ve-
year plans, the annual budgets and
medium-term forecasts, including
assumptions concerning capital
expenditure and expenditure
commitments and their impact
on cash fl ow. The directors
consider that a fi ve-year plan is
the appropriate period to project
fi nancial plans with a reasonable
level of certainty in line with their
current strategic objectives.
A sensitivity analysis was
performed on the fi ve-year plan
in which revenue was assumed to
grow at 10% less than the most
reasonable base case. The results
of this test showed that the
facilities and cash generation were
suffi cient for the group to continue
trading with a comfortable margin
of error.
Based on their assessment of
prospects and viability, the
directors confi rm 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 fi ve-year period
ending 28 ?ebruary 202˫.
GmING mN *N
Faving considered the prospects
and viability as detailed above,
the directors considered it
appropriate to prepare the
fi nancial statements on the going
concern basis, as explained in the
basis of preparation in note 1 to the
fi nancial statements.
?INAN IAL IZ dANAG*d*N
?inancial risĦ management is
detailed in note 28 to the
fi nancial statements.
F*ALF AN$ A?*½
The group is committed to
providing a safe place of worĦ
for employees. @roup policies
are reviewed on a regular basis
to ensure that policies regarding
training, risĦ assessment, safe
worĦing and accident management
are appropriate. There are
designated offi cers responsible
for health and safety and issues
are reported at each board and
executive meeting.
G**NFm¡* GA *dIImN
The group recognises that its global
operations have an environmental
impact and has responsibility to
understand, manage and minimise
such impacts. That is why the
group̧s goals have been aligned
with science-based targets and
reduction of carbon emissions
year-on-year in line with the aris
Agreement.
Awareness of the ¡Z reporting
obligations under The ompanies
(Directorş eport) and \imited
\iability artnerships (Energy and
arbon eport) egulations 2018,
is Ħey which the board is following
voluntarily as a Xersey registered
company. Enhancing energy and
carbon reporting to meet these
reřuirements will increase the
transparency with which the group
communicates its environmental
impact to staĦeholders. The
section on carbon reporting on
page 51 is incorporated into this
report by cross-reference.
A*d*N mN $I Lm¡*
m? IN?mdAImN m
A¡$Im
The directors who held offi ce
at the date of approval of this
Directorş eport confi rm that, so
far as they are each aware, there
is no relevant audit information
of which the company̧s auditors
are unaware and each director
has taken all the steps that they
ought to have taĦen as a director
to maĦe themselves aware of any
relevant audit information and
to establish that the company’s
auditors are aware of that
information.
IN$**N$*N A¡$Im
The auditors, Z? \ittlejohn \\,
have indicated their willingness to
continue in offi ce and a resolution
that they be reappointed will be
proposed at the Annual @eneral
deeting.
ANN¡AL G*N*AL d**ING
?urther details of the format
and date of the Annual @eneral
deeting 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 group̧s website www.
boohooplc.com at least 21 days
before the meeting.
mn behalf of the board
John Lyttle
Stephen Morana
˪ daƈ ˤˢˤ˦
DIRECTORS’ REMUNERATION REPORT
Annual statement by the Chair of the Remuneration Committee
$ear sĎareĎolder̆
I am pleased to present the report
of the emuneration ommittee
(the Committee) on behalf of
the directors. This Directorş
emuneration eport will be put
to an advisory shareholder vote at
the forthcoming Annual @eneral
deeting.
Remuneration philosophy
Our approach to remuneration
is governed by the Directorş
Remuneration Policy. The primary
objectives of the olicy continue to
be to attract and retain the highest
calibre directors and to design
remuneration which promotes the
long-term success of the group.
To put these objectives into effect,
the group provides the opportunity
for executives to receive short-
term and long-term variable pay,
dependent upon appropriate
performance conditions, ensuring
a clear linĦ is established between
shareholder value creation and the
pay of directors.
eƁđeƂ of eİuneratđon olđcy
Context
Each year, the ommittee
reviews 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.
During the year, the ommittee
commissioned a comprehensive
review of the approach to
remuneration for senior
management and Executive
Directors. ·orĦing with its
executive remuneration advisors,
the ommittee has conducted
a detailed review of the overall
remuneration structure, taĦing into
consideration the group̧s strategic
objectives, developments in marĦet
practice over recent years, the
views of the management team,
the external environment in which
the group operates and feedbacĦ
received from major shareholders.
Summary of proposals
As a result of this review, the
Committee is proposing a
refreshed approach to incentivising
Executive Directors and senior
management, in order to ensure
that the Ħey drivers and talent
are appropriately motivated
and remain in place to deliver
future growth. The ommittee is
proposing to simplify the olicy by
replacing the existing annual bonus
and performance share plan with
one single incentive going forward,
the Boohoo Incentive lan which
will be put forward to shareholders
for approval at the forthcoming
Annual @eneral deeting.
The Boohoo Incentive lan will
combine the existing annual bonus
and \TI into one single incentive
plan, with a blend of time- and
performance-based awards which
provide clearer line of sight for
participants and a more effective
retention tool, while maintaining
a strong linĦ to shareholder value
creation through share deferral.
The operation of how the incentive
plan will operate in practice is
illustrated below.
IAIN MCDONALD
hair of the emuneration
Committee
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
106
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
106
DIRECTORS’ REMUNERATION REPORT
Continued...
The rationale for the new Boohoo Incentive lan is as follows
̏ Increased line of sight - feedbacĦ from the business indicated that the existing \TI
was not motivational in a cyclical industry, which has meant that setting meaningful and
challenging long-term targets has been challenging for the group. In contrast, the use
of one year targets improves line of sight for management, and is liĦely to have a greater
motivational effect on participants to achieve targets over the shorter term.
̏ Effective retention tool - the emuneration ommittee are acutely aware that the
business is operating in an extremely competitive marĦet for talent and therefore needs
an incentive structure which provides a meaningful retention tool with appropriate line of
sight over performance outcomes for participants. In the current environment it is critical
that participants remain motivated and focussed řuicĦly to deliver on strategic priorities
to support the long-term growth of the group and feel they are being recognised
for this.
̏ \ong-term shareholder alignment - while performance measurement under the new
incentive will be measured on an annual basis, in line with institutional guidelines a
material proportion of total remuneration is delivered over the long term. The
ommittee believes that the signifi cant level of deferral and delivery in shares, with
vesting subject to continued employment and an ongoing level of performance, will
provide strong long-term alignment with shareholders.
̏ impler - the replacement of the annual bonus and performance share plan with
one variable remuneration plan simplifi es the structure of remuneration, and ensures
clear understanding for all staĦeholders including participants and shareholders. The
introduction of a time-based element strengthens the simplicity of the arrangements.
The ommittee is confi dent that this new structure will support the long-term success
of the group as it navigates the challenging current macro environment and the diffi culty
in setting targets over the long term that this creates.
The emuneration ommittee is committed to complying with the principles of good corporate
governance in relation to the design of the Directorş emuneration olicy. As such, the group̧s
olicy taĦes account of the ¡Z orporate @overnance ode and also the A orporate
@overnance ode, against which the group formally reports compliance. The ommittee also
considers other best practice guidance, for example the A emuneration ommittee @uide
and the Investment Associatioņs rinciples of emuneration, as far as is appropriate to the
group̧s management structure, siƑe and listing. The group also endeavours in this report to
provide information on the emuneration olicy and its implementation in a manner broadly
consistent with the reporting regulations as they apply to remium \isted companies.
Iađn dc$onald
hair of the emuneration ommittee
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
108
108
UK CORPORATE GOVERNANCE CODE
As indicated in the emuneration ommittee haiŗs annual statement, the remuneration
policy taĦes into account the provisions of the ¡Z orporate @overnance ode, despite the
group not being formally reřuired to report the extent of its compliance against the ode
as an AId listed business. The emuneration ommittee believes that, in the vast majority
of areas, the remuneration policy complies with the principles and provisions of the ode.
The main point where the policy is not currently fully compliant with the ode is that
certain share awards do not have a total vesting and holding period of fi ve years or more.
Fowever, the stretching nature of the @rowth lan means that the majority of the tranches
will have a fi ve-year term and in addition the executive directors are obliged to comply
with shareholding reřuirements which apply for a period of time following cessation of
employment. As such, the ommittee believes that the current structures are suffi ciently
long-term in nature.
The ommittee has considered the principles set out in the ode and believes that the
policy suffi ciently addresses these principles, as set out beloẇ
The remuneration policy and its application are set out in detail in this Directorş emuneration
eport, providing shareholders with full information on all elements of directorş pay and how the
policy is set. The level of detail provided refl ects the ommitteȩs desire to report in line with best
practice, and the vast majority of the reporting reřuirements for remium \isted companies have
been adopted.
The ommittee believes that simple remuneration structures based around easily understood
performance measures are liĦely to be the most effective in terms of incentivising over-
performance. ?or example, the Boohoo Incentive lan rewards performance against a relatively
small number of fi nancial and non-fi nancial metrics whilst the @rowth hare lan only pays out if
there is a signifi cant increase in the marĦet capitalisation of the group.
The remuneration policy is designed to be compatible with the group̧s risĦ policies and systems.
The policy rewards strong levels of growth in the business and has been instrumental in the
group̧s success since admission. mver the last few years changes to the incentive schemes have
provided additional reassurance that executives would not be focused solely on growth without
due recognition of wider staĦeholder interests̈ for example there are E@ performance measures
in the Boohoo Incentive lan.
The extent of potential remuneration outcomes for directors is clear from the policy and
implementation disclosures in this report. There is a limit on the siƑe of payments under the
Boohoo Incentive lan. Although there are a wide range of potential outcomes under the @rowth
hare lan, the awards are capped in the sense that individual participants cannot earn more than
specifi ed amounts.
The incentive schemes are designed to support strategic growth programme as the group strives
to lead the fashion e-commerce marĦet globally. The schemes operate with ambitious targets,
which are closely aligned to the growth aspirations of the business. There is no potential for
rewards for failure or poor performance.
The group̧s fast-moving and performance-driven culture has been integral to its success and
the incentive schemes have been designed to refl ect this approach. The changes discussed in
this report will also help ensure that incentives taĦe due account of the need for growth to be
matched with a focus on the management of staĦeholder relationships, which are critical to the
long-term value of the group.
Clarity
Simplicity
Risk
Predictability
Proportionality
Alignment
to culture
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
110
POLICY REPORT
Pay philosophy
The emuneration ommittee (̤ ommittee̥) is responsible for determining, on behalf of
the board, the group̧s pay philosophy and the policy on the remuneration of the executive
directors, the hairman 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 and
stretching, 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 risĦ policies and systems and to be aligned to the group̧s
long-term strategic goals. The policy frameworĦ is structured so as to adhere to the
principles of good corporate governance and has been developed taĦing into account the
principles of the ¡Z orporate @overnance ode and the A orporate @overnance ode.
The performance-related variable pay component maĦes up a signifi cant proportion of
the overall pacĦage for senior executives and is designed to incentivise the delivery of the
group̧s growth strategy and other strategic and business objectives. The interests of the
executives are designed to align with the interests of shareholders through encouraging
eřuity ownership and, in support of this, awards under the group̧s eřuity incentive plans
are made where appropriate.
onsđderatđon of eİployİent condđtđons elseƂhere đn the Ĉroup
·hen setting the remuneration policy for executive directors, the ommittee taĦes 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, especially relative to increases proposed for other employees. The ommittee is
also provided with periodic updates on employee remuneration practices and trends across
the group.
The principle of encouraging senior executives to be shareholders in the business is
refl ected across the group as a whole and a Ħey aim of the remuneration policy is to
encourage widespread eřuity ownership across the whole employee base. In support of
this objective, the group operates an approved A½E option plan.
The ommittee has not consulted directly with employees in designing the remuneration
policy for the directors.
Consideration of shareholder views
The ommittee pays close attention to the views of shareholders when setting the
remuneration policy for executive directors. This includes consideration of shareholder
voting on the Directorş emuneration eport resolution at each A@d, the published
guidelines of investors and their representative bodies and individual feedbacĦ received by
the Committee.
hanĈes to the reİuneratđon polđcy
As explained in the Annual tatement by the hairman of the emuneration ommittee
the group intends to combine the current annual bonus and \TI opportunities into one
single incentive opportunity under the Boohoo Incentive lan for ?½2025 to improve the
line of sight for participants and provide a stronger retention tool, while maintaining a
strong linĦ to shareholder value creation through share deferral.
uİİary of the Ĉroup̧s reİuneratđon polđcy
The table below provides a summary of the Ħey aspects of the group̧s remuneration policy
for executive directors.
110
eİuneratđon polđcy table for executđƁe dđrectors
*leİent
Base salary
Boohoo
IncentđƁe
Plan
•
To aid recruitment and
retention
•
To refl ect experience
and expertise
•
To provide an appropriate
level of fi xed basic income
•
To reward the annual
delivery of short to
medium-term objectives
relating to the business
strategy
•
To provide a strong
retention tool
•
To align the long-term
interests of senior
executives with those of
shareholders
•
eviewed annually, with
any increase usually
becoming effective from
1st April
•
Set initially at a level
reřuired to recruit
suitable executives
refl ecting their experience
and expertise
•
Any subseřuent increase
infl uenced bẏ
- cope of the role
- Experience and personal
performance in the role
- Average change in total
worĦforce salary
- @roup performance
- External economic
conditions, such as
infl ation
•
Account taĦen of practice
in comparable companies
(e.g. those of a similar siƑe
and complexity)
•
No recovery or
withholding
provisions apply
•
Awards are granted
annually
•
art A of the awards will
be payable following the
end of the year subject to
the achievement of
targets set at the start
of the year and continued
employment
•
A minimum of one-third
of any of art A earned
must be invested in shares
and held for at least two
years. The remainder of
Part A is payable in cash
•
art B of the awards
will normally be granted
in the form of ̠nominal/
nil̡ cost options which
will vest in eřual tranches
on the fi rst, second
and third anniversaries of
grant subject to continued
employment only. ¶ested
shares from the fi rst
and second tranches must
subseřuently be held until
the third anniversary of
grant
•
All payments are at the
discretion of the
Committee
•
Not pensionable
•
Recovery provisions apply
in certain circumstances
at the discretion of
the ommittee (including
where there has been a
misstatement of accounts,
an error in assessing any
applicable performance
condition, misconduct on
the part of the participant,
serious reputational
damage to the group,
and/or corporate failure)
•
Annual increases will
generally be restricted to
those below the average
of the wider worĦforce
•
Increases beyond those
awarded to the wider
worĦforce (in terms of %
of salary) may be awarded
in certain circumstances
such as where there is a
change in responsibility
or experience, or a
signifi cant increase in the
scale or complexity of the
role and/or siƑe and value
of the group
•
The maximum annual
limit will be 500% of
salary for executive
directors, comprised oḟ
art Ȧ ¡p to 300% of
salary
art Ḃ ¡p to 200%
of salary
•
Awards are at the
discretion of the
ommittee and may be
made at lower levels
•
The ommittee reviews
the salaries of executive
directors each year taĦing
due account of all the
factors described in the
salary policy
•
art A of the awards will
be subject to performance
conditions measured over
a single fi nancial year, with
appropriate targets
set and assessed by the
Committee at its
discretion
•
?inancial measures
that are identifi ed as Ħey
indicators of success
against the strategy
(e.g. EBITDA and revenue)
will represent the majority
of art A of the awards,
with any other measures
(e.g. strategic, E@ and/
or personal objectives),
where appropriate,
representing the balance
•
30% of maximum
art A will be payable for
achievement of
a Threshold level of
performance, rising to
100% of maximum art A
for reaching tretch
targets
•
Targets are set and/or
reviewed annually.
deasures and weightings
may change each year to
refl ect any year-on-year
changes to business
priorities at the discretion
of the ommittee
•
Targets for Threshold and
tretch performance will
be disclosed
retrospectively
•
art B of the awards
will not be subject to
any formulaic performance
conditions.
Purpose and link to
strategy
mperatđon
daxđİuİ opportunđty
Framework used to
assess perforİance
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
112
*leİent
Shareholding
reřuđreİent
•
To support long-term
commitment to the
company and the
alignment of executive
director interests with
those of shareholders
•
The Remuneration
ommittee has adopted
formal shareholding
guidelines that will
encourage executive
directors to build up
over a five-year period
and then subseřuently
hold a shareholding
eřuivalent to a percentage
of base salary. Adherence
to these guidelines is
a condition of continued
participation in the eřuity
incentive arrangements
̏
These guidelines will
continue to apply for
a minimum of two
years following a directoŗs
cessation of employment
̏
200% of salary for
executive directors, rising
to 400% of salary on
maturity of the
@rowth lan
None
Purpose and link to
strategy
mperatđon
daxđİuİ opportunđty
Framework used to
assess perforİance
hođce of perforİance İeasures and approach to tarĈet settđnĈ
The performance metrics and targets that are set for the executive directors via the various
incentive arrangements are carefully selected to align closely with the group̧s strategic plan
and Ħey performance indicators.
@roƂtĎ lan
The primary performance measure of the @rowth hare lan is share price growth over
a five-year period. The targets reflect the ambitious growth plans for the group and the
performance measure ensures that executive directorş and senior managerş interests are
fully aligned with shareholders.
ooĎoo IncentiƁe lan
art A of awards under the Boohoo Incentive lan are predominantly determined on the
basis of performance against financial measures, which are identified as the Ħey indicators
of success against the strategy that is set annually. In line with the approach for the annual
bonus in previous years, additional non-financial metrics will be measured through art A of
the Boohoo Incentive lan. The precise metrics chosen, along with the weightings of each,
may vary from year to year. The ommittee 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.
$đfferences đn reİuneratđon polđcy for executđƁe dđrectors coİpared to other
employees
The ommittee has regard to pay structures across the wider group when setting the
remuneration policy for executive directors. The ommittee, in particular, considers the
general basic salary increase for the broader worĦforce when determining the annual salary
review for the executive directors.
mverall, the remuneration policy for the executive directors is more heavily weighted
towards performance-related and long-term elements of pay than for other employees.
\ong-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, a portion of the tranches awarded under the
@rowth hare lan will be set aside for distribution to a wider employee population and to
further the commitment to encourage widespread eřuity ownership, the group continues
to operate a Fd approved A½E share option scheme.
eİuneratđon polđcy table for executđƁe dđrectors
Continued...
*leİent
Growth
Share Plan
̏
Intended to align the long-
term interests of
participants with those of
shareholders
•
To drive long-term
sustainable growth and
deliver significant
shareholder value
•
The @rowth hare lan
is divided into five distinct
tranches.
•
Tranches 1 and 2 will vest
on the first anniversary
of the achievement of
the relevant share price
performance condition
with tranches 3, 4
and 5 vesting on the
third anniversary of the
achievement of the
relevant share price
performance condition
•
Any vesting periods which
have not come to an end
by the fifth anniversary of
the date of grant will
continue for a maximum of
a further 12 months
•
ecovery and withholding
provisions apply in
certain circumstances
at the discretion of
the ommittee (including
where there has been a
misstatement of accounts,
an error in assessing
any applicable
performance condition,
misconduct on the part
of the participant, serious
reputational damage to
the group, and/or
corporate failure)
•
The maximum potential
pay-out for executive
directors is as followṡ
- Xohn \yttlė £50m
- arol Zanė £20m ( arol
will not participate in any
award from either tranche
1 or tranche 2)
•
A further potential
aggregate pay-out of
£15m has been reserved
for any new joiners during
the measurement period
•
Each tranche is subject
to a stretching
performance condition
whereby a distinct ˫0-day
average share price hurdle
must be achieved
Pension
̏
To aid recruitment and
retention
̏
To provide an appropriate
level of fixed income
̏
Executive directors
may receive an employer’s
pension contribution or
cash allowance
̏
Employeŗs defined
contribution or cash
allowance up to 5% of
salary
n/a
Purpose and link to
strategy
mperatđon
daxđİuİ opportunđty
Framework used to
assess perforİance
mther
benefits
̏
To provide a competitive
benefits pacĦage
̏
Executive directors may
receive benefits including
health care, income
protection and life
assurance, as well as other
standard group-wide
benefits offered by the
group from time to time
•
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 Fd rules)
̘ dahmud Zamani and
arol Zane have chosen
not to participate in these
schemes
̏
The value of benefits
may vary from year-to-
year depending on the
cost to the group
n/a
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
114
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
114
The level of performance-related
pay varies within the group by
grade of employee and is informed
by the specifi c responsibilities of
each role as appropriate.
The ommittee has not consulted
directly with employees in
designing the remuneration policy
for the directors.
erƁđce contracts and loss of
offi ce payİents
Executive directors are not
employed on fi xed-term contracts.
Service contracts normally continue
until the executive directoŗs
agreed retirement date or such
other date as the parties agree.
The group̧s policy is that executive
oohoo IncentđƁe lan art A on terİđnatđon
There is no contractual entitlement to any payments from the Boohoo Incentive lan on termination. At the discretion of the
ommittee a pro rata value in respect of art A of an award may become payable in certain circumstances at the normal payment
date for the period of active service only.
oohoo IncentđƁe lan art and GroƂth hare lan on terİđnatđon
Any share-based entitlements granted under the group̧s 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 ommittee will taĦe into
account the performance of the individual and the reasons for their departure and, in the event of this determination being made,
will set out its rationale in the following Annual eport on emuneration.
Approach to recruđtİent and proİotđons
The remuneration pacĦage for a new executive director would generally be set in accordance with the terms of the group̧s
remuneration policy in force at the time of appointment and would be subject to the individual limits set out in the policy table
above. In addition, with specifi c regard to the recruitment of new executive directors (whether by external recruitment or internal
promotion), the remuneration policy will allow for the followinġ
•
·here new joiners or recent promotions have been given a starting salary at a discount to the mid-marĦet level, a series of
increases above those granted to the wider worĦforce, in salary percentage terms, may be awarded over the following few
years subject to satisfactory individual performance and development in the role.
•
The ommittee may offer additional cash and/or share-based elements when it considers these to be in the best interests
of the group and its shareholders. Any such additional payments would aim to refl ect the terms and value of remuneration
relinřuished when leaving the former employer.
•
The Boohoo Incentive lan would operate in accordance with the terms of the policy, subject to the overriding discretion of
the ommittee. Depending on the timing and responsibilities of the appointment, it may be necessary to set different
performance measures and targets in the fi rst year.
•
?or 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 taĦe into account the appointment. In addition, any other ongoing
remuneration obligations existing prior to appointment would continue.
•
?or external and internal appointments, the ommittee may agree that the group will meet certain relocation expenses
as appropriate.
?or the appointment of a new hairman or non-executive director, the fee arrangement would generally be set in accordance with
the fee policy in force at that time.
*xternal non-executđƁe dđrector posđtđons
The group allows executive directors to hold external directorships subject to agreement by the hairman on a case-by-case basis
and, at the discretion of the ommittee, to retain the fees received from those roles.
Non-executđƁe dđrectorş letters of appođntİent
The non-executive directors do not have service contracts with the group, 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 montḩs 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 @eneral deeting by
rotation.
directors will be employed on a
contract that can be terminated
by the group on giving no more
than one yeaŗs notice, with the
executive director reřuired to
give up to one yeaŗs notice of
termination.
A directoŗs 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 (taĦing
into account the individuaļs
performance) and an individuaļs
duty and opportunity to mitigate
losses are taken into account by
the ommittee when determining
amounts payable on/following
termination. The group’s policy is
to reduce compensatory payments
to former executive directors
where they receive remuneration
from other employment during
the compensation period. The
ommittee will consider the
particular circumstances of
each leaver on a case-by-case
basis and retains fl exibility as to
at what point, and the extent
to which, payments would be
reduced. Details will be provided
in the relevant Annual Report
on emuneration should such
circumstances arise.
UK CORPORATE GOVERNANCE CODE
Continued...
*leİent
Fees
̏
To recruit and retain high
calibre non-executives
̏
?ees are determined by the board, with non-executive
directors abstaining from any discussion or decision in
relation to their fees
•
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
marĦet price in ?ebruary of each year)
•
In relation to the cash element, fees are normally paid
monthly n relation to the share element there will be
certain restrictions that prevent the director selling these
shares during the period of their appointment
•
Non-executive directors will not receive awards under any
of the group̧s incentive arrangements or receive any
pension provision
•
The fee levels are reviewed on a periodic basis, with
reference to the time commitment of the role and
marĦet levels in companies of comparable siƑe and
complexity
•
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 worĦload
•
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
̏
There is no cap on fees
?ees may be increased
to ensure they continue to
appropriately recognise
the time commitment of
the role
•
Any increases will be
referenced to fee levels
for non-executive
directors in general and to
fee levels in companies of
a similar siƑe and
complexity
Purpose and link to
strategy
mperatđon
daxđİuİ opportunđty
In summary, the contractual provisions are as followṡ
(1) The ommittee may elect to maĦe a lump sum termination payment (up to a maximum of 12 monthş base salary) as part of an executive
directoŗs termination arrangements where it considers it appropriate to do so.
Provision
Notđce perđod
erİđnatđon payİent
hanĈe of control
Detailed terms
daximum of 12 months from both the company and the executive director
ayment in lieu of notice of base salary only, normally subject to mitigation and paid
monthly(1) subject to the discretion of the ommittee
In addition, any statutory entitlements would be paid as necessary
There are no enhanced provisions on a change of control
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
116
116
This section of the emuneration eport contains details as to how the group̧s remuneration policy was implemented during
the year ended 2˫ ?ebruary 2024.
$đsclosure of dđrectorş sđnĈle-fi Ĉure total reİuneratđon for the year ̘ audđted đnforİatđon
The total single-fi gure remuneration of the directors during the year ended 2˫ ?ebruary 2024 is set out beloẇ
ANNUAL REPORT ON REMUNERATION
(1) 70% of the annual bonus payments to dahmud Zamani, arol Zane and Xohn \yttle will be paid in shares, with a vesting date in day 2025. The
remaining £300,000 will be paid as a cash payment.
(2) haun dc abe served as a non-executive director until 3 mctober 2022 when he was appointed as the ?m. The 2023 amounts disclosed above
include amounts relating to his remuneration as the ?m and fees earned as non-executive director (£40,833).
£
£
£
£
£
£
£
EXECUTIVE
DIRECTORS
Mahmud Kamani
2024
494,909
8,064
–
–
1,000,000
1,502,973
2023
476̆246
79̆108
̘
̘
476̆246
1̆031̆600
Carol Kane
2024
494,909
4,250
24,745
–
1,000,000
1,523,904
2023
476̆246
6̆2˧7
28̆23˧
̘
476̆246
986̆984
John Lyttle
2024
676,329
3,029
33,817
–
1,000,000
1,713,175
2023
6˧0̆867
8̆178
38̆˧87
̘
6˧0̆866
1̆348̆498
Neil Catto
2024
26,523
220
1,326
409,183
–
437,252
2023
317̆498
3̆472
18̆823
̘
̘
339̆793
Shaun McCabe (2)
2024
427,500
7,091
21,375
585,000
–
1,040,966
2023
227̆179
997
9̆37˧
̘
187̆˧00
42˧̆0˧1
Stephen Morana
2024
16,200
43
810
–
–
17,053
2023
̘
̘
̘
̘
̘
̘
Executive directors
2024 2,136,370
22,697
82,073
994,183
3,000,000
6,235,323
2023 2̆148̆036
98̆012
9˧̆020
̘
1̆790̆8˧8
4̆131̆926
NON-EXECUTIVE
DIRECTORS
Kirsty Britz
2024
70,000
–
–
10,000
–
80,000
2023
70̆000
̘
̘
10̆000
̘
80̆000
Iain McDonald
2024
79,167
–
–
20,000
–
99,167
2023
70̆000
̘
̘
10̆000
̘
80̆000
Tim Morris
2024
82,500
–
–
10,000
–
92,500
2023
60̆000
̘
̘
10̆000
̘
70̆000
Brian Small
2024
10,000
–
–
–
10,000
2023
120̆000
̘
̘
20̆000
̘
140̆000
Alistair McGeorge
2024
110,462
–
–
20,000
–
130,462
2023
-
̘
̘
-
̘
-
John Goold
2024
58,872
–
–
10,000
–
68,872
2023
-
̘
̘
-
̘
-
NON-EXECUTIVE
2024
411,001
–
–
70,000
–
481,001
DIRECTORS
2023
320̆000
̘
̘
˧0̆000
̘
370̆000
Total
2024 2,547,371
22,697
82,073
1,064,183
3,000,000
6,716,324
2023 2,468,036
98,012
95,020
50,000
1,790,858
4,501,926
Fixed remuneration
Variable remuneration
Base salary
and fees
Other
eıefi ts
Pension
equivalent
Annual
bonus (1)
Total
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
118
118
?iĈŬres iı the siıĈle total fi ĈŬre remŬıeratioı iıclŬde the ćolloƂiıĈ ćor the fi ıaıcial year:
Base salary and fees
The amount of salary or non-executive directorş fees.
eıefi ts
The value of private medical insurance, income protection, life
assurance, company car and fuel costs based on the taxable value
and driver services.
Pension / Pension equivalent
·here an executive has elected to forego company pension
contributions due to pension cap restrictions, an amount of up to
5% is paid as a supplementary element, being the company cost-
neutral eřuivalent of the pension cost and employeŗs NI foregone.
Other
Any termination payments to Executive Directors who left the
business in the fi nancial period as well as the value of free shares
issued to non-executive directors in the fi nancial period as part of
their fees.
Annual bonus
The amount of performance-related bonus receivable. ?urther
details of the performance outcome can be found below.
Annual bonus
?or the year ended 2˫ ?ebruary 2024, dahmud Zamani̧s, arol Zanȩs and Xohn \yttlȩs maximum potential
bonus was 300% of basic salary. The 2024 bonus targets werė 20% based on revenuë 30% on Adjusted
EBITDÄ 10% on Adjusted ?ree ash ?low, 15% on E@ measures, 10% on international supply chain
milestones, 10% on IT project delivery and 5% on new customer acřuisition. Bonus entitlement targets were
as followṡ
ANNUAL REPORT ON REMUNERATION
Continued...
Bonus entitlement %
Financial target range
Revenue target:
Threshold £1,652 million
6%
¡pper limit £1,818 million or more
20%
Adjusted * I$A tarĈeṫ
Threshold £63 million
˫%
¡pper limit £˫5 million or more
30%
Adjusted Free Cash Flow target:
Threshold (£60 million)
3%
¡pper limit Nil or more
10%
Non-fi nancđal tarĈets
Delivery against E@ measures
15%
International supply chain milestones
10%
IT project delivery
10%
New customer acřuisition
5%
?or the fi nancial targets set out above, the amount of bonus payable varies on a sliding
scale between the threshold and upper limit shown. ?or the fi nancial year ended 2˫
?ebruary 2024, revenue was £1,460.8 million, Adjusted EBITDA was £2˫.2 million and
Adjusted ?ree ash ?low was -£63 million̈ therefore the formulaic bonus outcome for
these elements was 0%.
The non-fi nancial objectives were based on successfully delivering E@ measures (15%
of the overall bonus), progress against international supply chain milestones (10% of the
overall bonus), progress against IT project delivery (10% of the overall bonus) and new
customer acřuisition (5% of the overall bonus).
¡sing the formulaic outcome alone, the ?½24 annual bonus out-turn was 0% of
maximum.
Fowever, the emuneration ommittee feels that the formulaic outcome is not an
accurate refl ection of the excellent worĦ carried out during ta he year to set the business
up for future success, nor will it ensure that the management team is motivated and
retained throughout the next fi nancial year which will be pivotal for the group̧s long-term
success. As such, the emuneration ommittee determined to pay annual bonuses of
4˫.1% of maximum to Xohn \yttle and 67.1% of maximum to dahmud Zamani and arol
Zane. Bonuses were subseřuently payable as followṡ
Naİe
onus ͬ of
?½2024 onus
mf Ƃhđch
mf Ƃhđch deferred
salary
pađd đn cash
into shares
Naİe
mptđon
No. of ordđnary *xercđse $ate of Ĉrant
*xercđse perđod
scheİe
shares under prđce (p)
option
dahmud Zamani
201.4%
£1,000,000
£300,000
£700,000
arol Zane
201.4%
£1,000,000
£300,000
£700,000
Xohn \yttle
147.4%
£1,000,000
£300,000
£700,000
dahmud Zamani
2022 \TI
1,738,230
1p
01/07/2022
01/07/2025 - 01/07/2032
arol Zane
2022 \TI
1,738,230
1p
01/07/2022
01/07/2025 - 01/07/2032
Xohn \yttle
2022 \TI
2,375,568
1p
01/07/2022
01/07/2025 - 01/07/2032
Long-term share incentives
The executive directors hold options under the \TI subject to the achievement of
performance conditions as followṡ
2022 grant
The performance targets for the options granted on 1 Xuly 2022 are based on the
achievement of the following Ħey criteriȧ
erforİance İetrđc
elative Total hareholder
eturn compared to the
constituents of the ?TE
250 index (excluding
investment trusts)
Adjusted Earnings per hare
ompounded Annual
evenue @rowth
40%
20%
20%
Weighting
dedian ranĦing
18p
12% A@ from
?½2022 revenue fi gure
hreshold
(25% vesting)
¡pper řuartile ranĦing
23p
17% A@ from ?½2022
revenue fi gure
daxđİuİ
(100% vesting)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
120
120
All-employee Share Incentive Plan (“SIP”)
The Fd -approved all-employee hare Incentive lan purchases shares and holds them in trust for the
benefi t of employees who remain with the group for three years. There are no performance criteria for the I
shares. The directors hold the following options over shares under this schemė
Save As You Earn share scheme (“SAYE”)
The Fd -approved all-employee ave as ½ou Earn scheme allows employees to purchase shares at a discount
of up to 20% of marĦet price at the date of grant on the future option date. There are no performance criteria
for the A½E shares. The directors hold the following options over shares under this schemė
Performance graph and table
The graph below illustrates the group̧s Total hareholder eturn since Admission in darch 2014 relative to
two broad eřuity marĦet indices, the ?TE AId 100 index and the ?TE 250 index.
The table below sets out the total remuneration of the Em over the period since Admission, as disclosed in
the ingle ?igure table in each yeaŗs Directorş emuneration eport. dahmud Zamani and arol Zane served
as Xoint Ems until Xohn \yttlȩs appointment in darch 201˫.
The graph illustrates
the group’s Total
hareholder eturn since
Admission in darch 2014
relative to two broad
eřuity marĦet indices,
the ?TE AId 100 index
and the ?TE 250 index.
Naİe
No. of ordđnary
urchase
$ate of Ĉrant
daturđty date
shares held
prđce
đn trust
(pence)
Xohn Lyttle
884
226.12
23̒08̒2019
23̒08̒2022
Xohn Lyttle
974
369.˧˧
19̒02̒2021
19̒02̒2024
Xohn Lyttle
3̆136
114.78
13̒01̒2022
13̒01̒202˧
Naİe
*stđİated shares to be
mptđon prđce
$ate of Ĉrant
mptđon date
purchased at optđon date
(pence)
Xohn Lyttle
60̆000
30.00
07̒11̒2022
01̒12̒202˧
otal đnĈle
Figure (£000)
2015
dahİud
Zaİanđ
217
0%
N̒A
dahİud
Zaİanđ
379
90%
N̒A
dahİud
Zaİanđ
396
100%
N̒A
dahİud
Zaİanđ
893
100%
N̒A
dahİud
Zaİanđ
1,062
100%
N̒A
Carol
Zane
235
0%
N̒A
Carol
Zane
390
90%
N̒A
Carol
Zane
410
100%
N̒A
Carol
Zane
914
100%
N̒A
Carol
Zane
1,072
100%
N̒A
Xohn
Lyttle
2,702
100%
N̒A
Xohn
Lyttle
1,578
100%
N̒A
Xohn
Lyttle
1,389
75%
N̒A
Xohn
Lyttle
1,348
50%
N̒A
2016
2017
2018
2019
2020
2021
2022
2023
otal đnĈle
Figure (£000)
Annual bonus
payment (% of
İaxđİuİ)
LI ƁestđnĈ
level (% of
İaxđİuİ)(1)
(1) During their tenure as Xoint Ems, dahmud Zamani and arol Zane did not participate in long-term incentive arrangements. ?or Xohn \yttle, there
were no long-term incentives which vested in respect of ?½2020, ?½2021 or ?½2022. This excludes the shares he received as compensation for the
loss of short and long-term incentives, which lapsed on leaving his previous employer, as disclosed in the 2020 Directorş emuneration eport.
The remaining 20% of the 2022 \TI grant relates to three Ħey performance indicators from our broader E@
agenda. ·e have set a frameworĦ for their assessment, in each case by the end of ?½2025, as set out beloẇ
• CLOTHES. MADE SMARTER
• All our polyester and cotton products will contain recycled or more sustainably sourced materials
• Resale and/or end-of-life off ers available across all brands
• All customer garment packaging will be reusable, recyclable or compostable.
• SUPPLIERS. ON BETTER TERMS
• All products from manufacturing units in the UK will come from suppliers that can demonstrate they
are sending zero waste to landfi ll
• Publicly demonstrate continued progress, post Agenda for Change, on ethical and sustainable supplier
management programme, resulting in improvements in worker standards and rights
• OUR BUSINESS. TAKING ACTION
• Climate change embedded in risk management and board-level commercial decisions to assess the
impact of commercial decisions on achieving SBTi targets. On track to achieve carbon reductions
across value chain aligned with SBTi equivalent to 52% emissions, relative to growth
• To receive independent external recognition via an award, accreditation or kitemark for:
• Being an organisation that cares about doing things right and values its people; or
• Being an organisation that has a genuine and authentic commitment to driving diversity and inclusion
Performance will be measured over a three-year period to the end of FY2025. 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 18p for a 25% vesting to 23p for 100% vesting. The TSR element vests on
a straight-line basis between target intervals from median TSR performance against the comparator group for
25% vesting to upper quartile TSR performance for a 100% vesting.
Conditional Share Awards
haun dc abe was granted a onditional hare Award as part of his recruitment to the hief ?inancial
mffi cer role in respect of the loss of benefi ts which lapsed on leaving his previous employment. The vesting
of the award was conditional on hauņs continued employment as the group̧s ?m according to the
following schedulė
ANNUAL REPORT ON REMUNERATION
Continued...
Grant $ate
No. of ordđnary shares under optđon
¶est $ate
03/10/2022
1,253,109
01/05/2023
03/10/2022
1,575,812
01/05/2024
03/10/2022
244,857
01/05/2025
·hen haun stepped down from the ?m role on 22 Xanuary 2024 he forfeited any awards which had not
reached their vest date. As a result a total of 1,820,66˫ options lapsed, those being the awards due to vest in
day 2024 and day 2025 respectively.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
122
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
Directors’ interests in shares
The table below sets out the benefi cial and non-benefi cial interests in the number of ordinary shares as at
the year end.
Growth Plan
mn 8 darch 2023 following shareholder approval of the @rowth hare lan, Xohn \yttle, arole Zane and haun
dc abe subscribed for @rowth lan awards of 14,668, 4,528 and 7,334 ordinary shares of 0.1p each (̤
mrdinary hares̥) respectively in boohoo Foldings \imited, an intermediary holding company of the group.
*ĩiƴiæiĩitƈ
The awards granted to the executive directors are as followṡ
¶estinƴ hŬrdĩes and aƂard siƑes
The @rowth lan awards is divided into fi ve distinct tranches, each subject to a performance condition
whereby a distinct ˫0-day average share price hurdle must be achieved within an overall fi ve-year
measurement period from the date of grant as set out beloẇ
Naİe
Xohn Lyttle
haun dc abe
arol Zane
Role
*m
*m
o-founder
hare of executđƁe dđrector portđon of total aƂard sđƑe (as at the
date of the perforİance condđtđons beđnĈ achđeƁed)
28.6% (up to £50.0m)
14.3% (up to £25.0m)
11.4% (up to £20.0m)
ranche 1
ranche 2
ranche 3
ranche 4
ranche ˧
Furdle boohoo share prđce2
95p
158p
237p
316p
395p
Iİplđed İarĦet cap
͓1.2bn
͓2.0bn
£3.0bn
£4.0bn
£5.0bn
AƂard sđƑe as at the date
of the perforİance
condđtđon beđnĈ achđeƁed˺
͓17.˧İ
͓2˧.0İ
͓37.˧İ
͓40.0İ
͓˧˧.0İ
Implied shareholder value
created oƁer the terİ of the
of the plan˺
͓0.6bn
͓1.4bn
͓2.4bn
͓3.4bn
͓4.4bn
(1) Assuming the whole tranche is awarded and subsisting
(2) arol Zane will not participate in any award either from tranche 1 or tranche 2
Mahmud Kamani
Carol Kane
John Lyttle
Stephen Morana
Kirsty Britz
Iain McDonald
Tim Morris
John Goold
Alistair McGeorge
Free share
award
under NED
remuneration
policy
Shares
acquired
during the
year
Shares
disposed of
during the
year
eıefi cially
owned at
29 February
2024
As a % of
share capital
Outstanding
share
options
Shares held
under SIP
SAYE
options
granted
Total
interests in
shares at
29 February
2024
Name
eıefi cially
owned at
28 February
2022
157,979,880
–
–
–
157,979,880
12.45%
2,124,856
–
–
160,104,736
20,000,000
–
–
–
20,000,000
1.58%
2,124,856
–
–
22,124,856
188,172
–
–
–
188,172
0.01% 3,497,380
4,994
60,000
3,750,546
-
–
–
–
129,097
0.01%
–
–
–
129,097
30,592
29,473
–
–
60,065
0.00%
–
–
–
60,065
751,928
58,945
–
–
810,873
0.06%
–
–
–
810,873
46,262
29,473
–
–
75,735
0.01%
–
–
–
75,735
–
29,473
–
–
29,473
0.00%
–
–
–
29,473
–
58,945
–
–
58,945
0.00%
–
–
–
58,945
mption A was chosen as it represents the most accurate means of identifying the relevant employees at each
percentile level.
The worĦforce comparison is based on data for the years ended 28 / 2˫ ?ebruary. The median is considered
to be representative of the wider pay and reward of the ¡Z worĦforce. The group believes that the median
pay ratio accurately refl ects the comparison between the Em̧s remuneration and the pay for ¡Z employees
and is consistent with wider pay, reward and progression policies affecting ¡Z employees.
There is an obvious differential between the pay for the Em and for the wider employee base, with the Em̧s
remuneration refl ecting marĦet norms for leaders of listed companies. ?or all employees, the group strives
to offer a competitive pay and benefi ts pacĦage relevant to the roles performed. This includes participation
in the A½E share scheme (offered to all eligible employees) and, at more senior levels, participation in
additional bonus and long-term incentive schemes.
Chief Executive’s remuneration compared to all other employees of the group
ercentage change of hief Executivȩs base salary in the year compared to that of all employeeṡ
ercentage increase in hief Executivȩs annualised base salary
4.0%
Average percentage increase in all employeeş base salaries
8.1%
The hief Executivȩs total single fi gure remuneration ratio to the eřuivalent pay for the lower řuartile,
median and upper řuartile ¡Z employees, calculated using option A of the ompanies (discellaneous
eporting) eřuirements 2018 is as followṡ
ANNUAL REPORT ON REMUNERATION
Continued...
½ear
2˧th percentđle ratđo
˧0th percentđle ratđo
7˧th percentđle ratđo
2024
71:1
63:1
48:1
2023
5˫̇1
52̇1
37̇1
2022
63̇1
53̇1
3˫̇1
2021
76̇1
65̇1
4˫̇1
2020
151̇1
130̇1
˫5̇1
2024
2023
2022
2021
ay data ͓000
ase
otal pay
Base
Total pay
Base
Total pay
Base
Total pay
salary
and benefi ts
salary
and benefi ts
salary
and benefi ts
salary
and benefi ts
hđef *xecutđƁe
678
1̆713
6˧1
1̆3˧2
637
1,389
615
1,578
remuneration
¡Z eİployees
22
24
22
23
20
22
19
21
2˧th percentđle
¡Z eİployees
24
27
2˧
26
23
26
21
24
˧0th percentđle
¡Z eİployees
33
36
33
36
32
36
29
32
7˧th percentđle
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
124
124
Fĸĩdinƴ periĸd
mnce the performance condition for each tranche has been achieved, the awards will vest on a subseřuent
anniversary, in each case, subject to an individual participanţs continued employment (or an individual
participant having become a ̦@ood \eaveŗ) over the intervening period of time, and assuming no earlier
change of control of the company, as set out beloẇ
̏ Tranches 1 and 2 will vest on the fi rst anniversary of the achievement of the relevant share price
performance condition
̏ Each of tranches 3, 4 and 5 will vest on the third anniversary of the achievement of the relevant share
price performance condition
̏ Any vesting periods which have not come to an end by the fi fth anniversary of the date of grant will
continue for a maximum of a further 12 months
\eaƁing emŗloƈment
̦@ood \eaverş are defi ned as those who cease to be an employee of a group company as a result of death,
ill health, injury or disability, a relevant transfer within the meaning of the Transfer of ¡ndertaĦings 10
(rotection of Employment) egulations 2006 or the company in which the participant is employed ceasing
to be under the control of the group.
Awards held by participants who are @ood \eavers prior to a vesting date will vest on the normal vesting date
and will be pro-rated for time to refl ect the proportion of time between acřuisition and the date on which the
relevant performance condition is/was satisfi ed during which the @ood \eaver was an employee. Awards for
all other leavers prior to a vesting date will lapse in full.
dalus and claƂbacĦ
The @rowth lan provides customary clawbacĦ and malus provisions, which allow the emuneration
ommittee discretion to reřuire repayment in defi ned circumstances.
Ďange of control of tĎe grouŗ
The vesting periods set out above will end sooner than these dates upon a change of control of the group by
virtue of a taĦeover or statutory scheme of arrangement. The price per share at which any relevant change
of control occurs will be deemed to have been the ˫0-day average for the purpose of determining vesting
against applicable tranche hurdles. ·here that price per share is between two hurdles, awards will be treated
as vesting at the level of the higher hurdle but with the award siƑe scaled bacĦ pro tanto.
omŗosition of tĎe emuneration ommittee
The members of the ommittee for the fi nancial year were Iain dcDonald ( hair), Tim dorris, Alistair
dc@eorge and Xohn @oold. If reřuested by the ommittee, executive directors are invited to attend meetings
in order to provide information and advice, to enable the ommittee to maĦe informed decisions. Each
director is, however, specifi cally excluded from any matter concerning his own remuneration.
epresentatives of the ommitteȩs retained advisers may also attend meetings by invitation. The ompany
ecretary attends meetings as secretary to the ommittee.
AdƁisers to tĎe emuneration ommittee
During the year, the ommittee received advice from w on remuneration matters and reporting. The total
fees paid to w in respect of its services during the year were £26,250.
w is signatory to the emuneration onsultants @roup ode of onduct and operates voluntarily under
this ode, which sets out the scope and conduct of the role of executive remuneration consultants when
advising ¡Z listed companies. The ommittee regularly reviews the external adviser relationship and is
comfortable that the advice received during the year was objective and independent.
ĎareĎolder Ɓoting at A@d
The table below sets out the results of voting on the Directorş emuneration eport resolution at the A@d
held on 22 Xune 2023̇
The ommittee has refl ected on the level of votes cast against the above resolution and has taĦen this into
account when proposing the changes to the remuneration policy and its implementation as set out in this report.
Resolution
ApproƁe the $đrectorş eİuneratđon
Report for the year ended 28 February 2022
For
533,822,735 (67.52%)
Against
256,805,264 (32.48%)
Withheld
319,517
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR
ENDING 28 FEBRUARY 2025 – UNAUDITED
Base salary
The annual base salaries of the executive directors are as follows. The ommittee has agreed salary increases
of 3% with effect from 1 day 2024, as set out in the table below. These increases are below the average
increase for the wider worĦforce of 5%.
ensđon and other benefi ts
arol Zane and Xohn \yttle receive a 5% compensatory salary element for electing to discontinue receiving a
company pension̈ this in line with the majority of colleagueş pension contributions. tephen dorana receives
a 5% company pension contribution. dahmud Zamani does not receive a company pension contribution.
arol Zane, Xohn \yttle and tephen dorana receive company health care benefi ts and life assurance.
dahmud Zamani receives life assurance cover only. arol Zane also receives driver services and dahmud
Zamani receives driver services and a company fuel card.
oohoo IncentđƁe lan
All of the executive directors are eligible to participate in the Boohoo Incentive lan. The ommittee oversees
the operation of the plan, and any payments are at the discretion of the ommittee. The maximum award for
the year ending 28 ?ebruary 2025 will be 500% of salary for each of dahmud Zamani, arol Zane, Xohn \yttle
and tephen dorana. As per the Directorş emuneration olicy this will comprise art Ȧ 300% of salary and
art Ḃ 200% of salary for each of the executive directors.
The value payable under art A of the awards will be based on performance measured over the single fi nancial
year ending 28 ?ebruary 2025. The performance targets for art A are based on a combination of fi nancial
and non-fi nancial performance measures as set out beloẇ
̏
Adjusted EBITDA
20%
•
evenue (Net ales / @d¶)
16.67%
•
ash generation measures
13.33%
•
E@
10%
•
roject delivery
6.67%
In respect of the remaining 33.33% of art A opportunity, this will be subject to super-stretching Adjusted
EBITDA targets where pay-outs will be delivered for achieving Adjusted EBITDA outcomes above the stretch
target under the bonus arrangements set out above. Any pay-outs under art A of the awards for ?½2025 will
be subject to a fi nancial underpin such that a threshold @roup Adjusted EBITDA must be reached before any
payments are made.
This choice of metrics refl ects measures that have been identifi ed as Ħey indicators of the group̧s success
against its growth strategy, with non-fi nancial metrics continuing to ensure that the management team
is focused on driving sustainable performance as well as maĦing continued progress against Ħey project
deliverables.
The amount of art A of the awards payable will be calculated as a percentage of base salary modifi ed
by a factor linĦed to the performance targets. An eřuity deferral element for art A will apply, such that
a minimum of one-third of any of art A of the awards must be invested in shares and held for at least
two years. The remaining portion of art A of the awards will be payable in cash immediately after the
announcement of the fi nancial results.
art B of the awards will be granted in the form of ̠nominal/nil̡ cost options, and will vest subject to
continued employment only in eřual tranches on the fi rst, second and third anniversaries of grant. ¶ested
shares from fi rst and second tranches of art B of the awards must subseřuently be held until the third
anniversary of grant.
The Boohoo Incentive lan targets, in relation to the fi nancial year ending 28 ?ebruary 2025, are considered
to be commercially sensitive at this stage. Details of the targets, performance against those targets, and any
payments resulting, will be disclosed in next yeaŗs Annual eport on emuneration.
?roİ 1 day 2024
?roİ 1 Aprđl 2023
dahİud Zaİanđ
Group *xecutđƁe hađrİan
͓˧11̆39˧
͓496̆˧00
arol Zane
Group o-founder and *xecutđƁe $đrector
£511,395
£496,500
Xohn Lyttle
hđef *xecutđƁe
͓698̆8˧˧
͓678̆˧00
tephen dorana
?m
͓468̆000
n̒a
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
126
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
STEPHEN MORANA
JOHN LYTTLE
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT
OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS
The directors are responsible for preparing the Annual eport
and the fi nancial statements in accordance with applicable
Xersey law and regulations. ompany law reřuires the directors
to prepare fi nancial statements for each fi nancial year. ¡nder
that law, the directors have elected to prepare the fi nancial
statements in accordance with ¡Z-adopted International
Accounting tandards (̤I?̥).
¡nder company law, the directors must not approve the
fi nancial statements unless they are satisfi ed that they give a
true and fair view of the state of affairs of the company and of
the profi t or loss of the company for that period. In preparing
those fi nancial statements, the directors are reřuired tȯ
̎ select suitable accounting policies and then apply them
consistentlÿ
̎ maĦe judgements and estimates that are reasonable and
prudenẗ
̎ state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the fi nancial statements̈ and
̎ prepare the fi nancial statements on the going concern
basis, unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for Ħeeping adeřuate accounting
records that are suffi cient to show and explain the company̧s
transactions and disclose with reasonable accuracy at any
time the fi nancial position of the company and enable them to
ensure that the fi nancial statements comply with the ompanies
(Xersey) \aw, 1˫˫1. They are also responsible for safeguarding
the assets of the company and hence for taĦing reasonable
steps for the prevention and detection of fraud and other
irregularities. The directors are responsible for the maintenance
and integrity of the corporate and fi nancial information included
on the company website. \egislation in the ¡nited Zingdom
governing the preparation and dissemination of fi nancial
statements may differ from legislation in other jurisdictions.
The directors confi rm that, so far as they are aware, there is no
relevant audit information of which the company̧s auditors are
unaware. They have taĦen all the steps that they ought to have
taĦen as directors in order to maĦe themselves aware of any
relevant audit information and to establish that the company̧s
auditors are aware of that information.
mn behalf of the board
John Lyttle
Stephen Morana
7 day 2024
7 day 2024
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR
ENDING 29 FEBRUARY 2024 – UNAUDITED
Continued...
All-eİployee share plans
The company offered Fd -approved A½E plans in each of the fi nancial years ending from 2016 to 2024
and it is intended that a further A½E grant be offered for the fi nancial year ending 28 ?ebruary 2025. The
executive directors are eligible to participate in the schemes on the same basis as other employees.
eİuneratđon for non-executđƁe dđrector
The non-executive directors all receive a fee and annual allocation of shares each year to cover all their duties.
The current annual remuneration iṡ
The above remuneration will be reviewed annually by the board.
Iađn dc$onald
hair of the emuneration ommittee
(1) Tim dorris was appointed as hairman of the isĦ ommittee in mctober 2022 and received an annual fee of £70,000
from this date until 30 April 2023. The increased fee of £80,000 for Tim dorris applies from 1 day 2023.
(2) Xohn @oold was appointed as a non-executive director and hairman of the Audit ommittee on 27 April 2023 and
therefore the fees set out above apply from 27 April 2023.
Naİe
Zđrsty rđtƑ
Iađn dc$onald
đİ dorrđs1
Xohn Goold2
(appointed 7 April 2023)
Alistair
dcGeorĈe
NED and Chair of
ESG Committee
NED and Chairman
of Remuneration
Committee
NED and Chairman
of Nomination and
Risk Committees
NED and Chairman
of Audit Committee
Deputy Chairman,
and Senior
Independent
Director
?roİ 1 day 2024
From 1 April 2023
£10,000
£20,000
£10,000
£10,000
£20,000
£72,100
£82,400
£82,400
£72,100
£123,600
£70,000
£80,000
£80,0001
£70,000
£120,000
£10,000
£20,000
£10,000
£10,000
£10,000
Share
awards
Fees
Fees
Share
awards
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
128
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
128
Key considerations and benchmarks
Overall materiality
Basis for determining
overall materiality
Rationale for the
benchmark applied
£5.1 million (2023: £5.9 million)
0.35% of revenue (2023: blended rate of 5% of adjusted loss
before tax and 0.5% of revenue)
The group has been loss making for successive fi nancial
periods and given the results for the year ended 29 February
2024, we deem it appropriate to base overall materiality
for the fi nancial statements on a revenue benchmark.
Revenue represents a more consistent driver year-to-year
in understanding the business as management develop the
business model for profi tability. As the economic environment
for online retailers has stabilised since the Covid-19
pandemic, revenue will remain a more consistent measure of
management’s performance in delivering value to stakeholders
and meaningful profi ts in future periods.
Performance materiality
Basis for determining
performance materiality
£3.6 million (2023: £4.1 million)
70% (2023: 70%) of the overall materiality
Rationale for the
benchmark applied
In determining the performance materiality, we have
considered the following factors:
•
Our cumulative knowledge of the group and its
environment, including industry specifi c factors;
•
The level of signifi cant judgements and estimates;
•
The risk assessment and aggregation of risk and the
eff ectiveness of controls;
•
The level of changes to the business in the period;
•
The control environment of the group’s fi nancial reporting
controls and processes; and
•
The stability of key management personnel.
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF BOOHOO GROUP PLC
mpđnđon
·e have audited the fi nancial statements of boohoo group plc (the ̦group̧) for the year ended 2˫
?ebruary 2024 which comprise the onsolidated statement of comprehensive income, the onsolidated
statement of fi nancial position, the onsolidated statement of changes in eřuity, the onsolidated
cash fl ow statement and notes to the fi nancial statements, including signifi cant accounting policies. The
fi nancial reporting frameworĦ that has been applied in their preparation is applicable law and ¡Z-adopted
international accounting standards.
In our opinion, the group fi nancial statementṡ
•
give a true and fair view of the state of the group̧s affairs as at 2˫ ?ebruary 2024 and of its loss for
the year then ended̈
•
have been properly prepared in accordance with ¡Z-adopted international accounting standards̈ and
•
have been prepared in accordance with the reřuirements of the ompanies (Xersey) \aw 1˫˫1.
Basis for opinion
·e conducted our audit in accordance with International tandards on Auditing (¡Z) (IAs (¡Z))
and applicable law. mur responsibilities under those standards are further described in the Auditoŗs
responsibilities for the audit of the fi nancial statements section of our report. ·e are independent of
the group in accordance with the ethical reřuirements that are relevant to our audit of the fi nancial
statements in the ¡Z, including the ? ̧s Ethical tandard as applied to listed entities, and we have
fulfi lled our other ethical responsibilities in accordance with these reřuirements. ·e believe that the audit
evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the fi nancial statements, we have concluded that the directorş use of the going concern basis
of accounting in the preparation of the fi nancial statements is appropriate. mur evaluation of the directorş
assessment of the group̧s ability to continue to adopt the going concern basis of accounting included the
following audit procedureṡ
•
mbtaining an understanding of the system of internal control in place around the preparation of the
going concern forecast and future plans for the group through discussions with managemenẗ
•
mbtaining managemenţs going concern assessment for the period to 28 ?ebruary 2026 and checĦing
the mathematical accuracy of the supporting cash fl ow forecasts/budgets prepared̈
•
omparing budgeted performance for the year ended 2˫ ?ebruary 2024 against actual to assess
managemenţs historical forecasting accuracÿ
•
omparing the supporting cash fl ow forecasts/budgets in the going concern assessment against
other long-range cash fl ow forecasts prepared by management to ensure the consistency of Ħey
assumptions̈
•
hallenging management on the reasonableness of Ħey inputs and assumptions underpinning the
going concern assessment. These challenges included but were not limited tȯ
·
erforming sensitivity analysis on Ħey inputs and assumptions to assess the headroom across the
going concern period. Zey inputs and assumptions includeḋ (i) sales growth rates̈ (ii) gross profi t
margin̈ (iii) operating expenditurë and (iv) infl ation̈
·
Assessing managemenţs reverse stress testing performed and corresponding mitigating actions̈
·
Assessing managemenţs assumptions against external factors and marĦet trends for
appropriateness̈
·
Agreeing the opening cash position as at 1 darch 2024 in the going concern assessment to the
audited position as at 2˫ ?ebruary 2024̈ and
·
Assessing the prospective accuracy of managemenţs forecast in 2024 against post year-end
banĦ statements and management accounts.
•
Assessing the compliance with associated covenants and conditions of the evolving redit ?acility
across the going concern period to confi rm its continued availabilitÿ
•
¡ndertaĦing a review of subseřuent events on matters impacting the going concern assessmenẗ and
•
onsidering the adeřuacy of the disclosures in the fi nancial statements.
Based on the worĦ we have performed, we have not identifi ed any material uncertainties relating to
events or conditions that, individually or collectively, may cast signifi cant doubt on the group̧s ability to
continue as a going concern for a period of at least twelve months from when the fi nancial statements are
authorised for issue.
mur responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Our application of materiality
The scope of our audit was infl uenced by our application of materiality. ·e set certain řuantitative
thresholds for materiality. These, together with řualitative considerations, helped us to determine
the scope of our audit and the nature, timing and extent of audit procedures on the individual
fi nancial statement line items and disclosures in evaluating the effect of misstatements, both
individually and in aggregate, on the fi nancial statements as a whole.
·e use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. pecifi cally,
we use performance materiality in determining the nature and extent of our testing of account
balances, classes of transactions and disclosures, for example in determining sample siƑes.
·e agreed with the Audit ommittee that we would report to them misstatements identifi ed
during our audit above £0.2 million (2023̇ £0.3 million) for the audit of the group as well as
misstatements below those amounts that, in our view, warranted reporting for řualitative reasons.
?or each component in scope of the group audit, we allocated a materiality that was less than the
group materiality. The range of materiality allocated across the components was between £0.1
million and £5.0 million (2023̇ between £1.1 million and £5.˫ million).
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
130
130
Key Audit Matter
How our scope addressed this matter
- managemenţs source data and by applying the
ageing provisioning methodology outlined by
managemenẗ
- erforming an analytical review, involving an
assessment of the utilisation of the 2023 provision in
2024 for each component of the total inventory
provision (e.g. fi nished goods, damaged goods, slow
moving etc) to assess the reasonableness of the
current year provision̈
- erforming sensitivity analysis on the Ħey inputs and
assumptions to the inventory provision, such as
ageing bucĦet allocation and ageing provision rates̈
- Assessing the completeness of the provision by
reviewing utilisation of the 2024 provision to date
(post year-end)̈
- Assessing the reasonableness of Ħey inputs and
assumptions to the model̈ and
- Testing the mathematical accuracy of the model.
̏ Testing inventory items to pre year-end purchase
documentation and post year-end sales information, on
a sample basis, to ensure inventories were held at the
lower of cost or net realisable valuë and
̏ eviewing the disclosures made in the fi nancial
statements to ensure compliance with ¡Z-adopted
international accounting standards, including
transparency with regard to judgements made
surrounding the inventory provision.
mur worĦ on this Ħey audit matter included the followinġ
• eviewing and substantively testing a sample of
additions during the year to ensure they met the
recognition criteria under IA 38 and had been
capitalised accuratelÿ
• mbtaining managemenţs impairment assessments and
discounted cash fl ow models supporting the assessed
recoverable value of the intangible assets capitalised in
respect of each brand within the group and performed
the following̈
- Challenging management on the appropriateness
of the Ħey assumptions and inputs underpinning the
discounted cash fl ow models̈
- erforming sensitivity analysis on Ħey assumptions
and inputs, including but not limited tȯ (i) sales
growth rates̈ (ii) profi tabilitÿ (iii) the discount ratë
and (iv) reasonableness of terminal values and
perpetuity growth rates̈
- omparing the discounted cash fl ow forecasts against
other long-range forecasts prepared by management
to ensure consistency of Ħey assumptions̈ and
- Testing the mathematical accuracy of the impairment
models.
• Engaging our valuation team as an auditoŗs specialist
to evaluate the net present value of intangible assets and
reviewing the worĦ performed by the auditoŗs specialist
in respect of the assessment of Ħey inputs and
@iven the aforementioned and the řuantum of the
balance, the valuation of inventories is considered to be a
signifi cant risĦ and a Ħey audit matter.
The group has material intangible assets in respect of
trademarĦs, customer lists, and the costs in respect of
acřuiring or developing computer software. As at 2˫
?ebruary 2024, management have recognised impairment
charges in respect of the brand intangible assets totalling
£22.4m.
This is an area involving signifi cant judgement and
estimation by management and therefore there is a risĦ
that impairment indicators exist in respect of these assets
and the carrying values are overstated.
There is a further risĦ that costs pertaining to developing
computer software have been inappropriately capitalised
and do not meet the recognition criteria under IA 38
Intangible Assets.
@iven the řuantum of the balance, management
estimation and judgement involved, the carrying value and
recoverability of intangible assets is considered to be a Ħey
audit matter.
Carrying value and recoverability of intangible assets [refer
to note 11 and note 1 for the accounting policy]
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF BOOHOO GROUP PLC
Continued...
mur approach to the audđt
In designing our audit approach, we determined materiality and assessed risĦ of material misstatement in
the fi nancial statements. In particular, we looĦed at areas involving signifi cant accounting estimates and
judgements by the directors, including the valuation of inventory, the impairment of intangible assets and
the valuation of investments in associates. rocedures were then performed to address the risĦs identifi ed
and for the most signifi cant assessed risĦs of misstatement, the procedures performed are outlined below
in the Ħey audit matters section of this report. ·e re-assessed the risĦs throughout the audit process and
concluded that the scope remained in line with that determined at the planning stage of the audit.
A full scope audit was performed on the fi nancial information of the group̧s operating components located in
the ¡Z, with the group̧s Ħey accounting function for all such components being based in the same location.
As a result of our materiality and risĦ assessments, we determined which components reřuired a full scope
audit of their fi nancial information, with consideration of their signifi cance to the group based on their
contribution to the group̧s revenue and their risĦ characteristics. mn this basis, we scoped in seventeen
(2023̇ sixteen) components reřuiring a full scope audit of their fi nancial information, of which eight (2023̇
eight) were considered to be fi nancially signifi cant components. The additional nine (2023̇ eight) components
subject to a full scope audit were selected due to specifi c risĦ characteristics and due to the presence of
material classes of transactions and account balances. The remaining twenty-three (2023̇ twenty-three)
components were subjected to analytical procedures at the group level.
Zey audđt İatters
Zey audit matters are those matters that, in our professional judgement, were of most signifi cance in our
audit of the fi nancial statements of the current period and include the most signifi cant assessed risĦs of
material misstatement (whether or not due to fraud) we identifi ed, including those which had the greatest
effect oṅ the overall audit strategy, the allocation of resources in the audiẗ and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the fi nancial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Valuation of inventories [refer to note 16 and
note 1 for the accounting policy]
mur worĦ on this Ħey audit matter included but
was not limited tȯ
̏ mbtaining the year-end inventory provision
- calculation and performing the followinġ
Testing the provision calculation by tracing
to the underlying fi nancial information̈
- Discussing and documenting our
understanding of changes to the inventory
provisioning model with management and
considering whether this was in line with I
A 2 and whether the policy was
appropriate to the changes in the business̈
- hallenging the Ħey assumptions and inputs
in the provisioning model and corroborating
and obtaining support for them̈
- Testing on a sample basis the accuracy of
the ageing analysis produced by
management by vouching to goods receipt
notes̈
- ¡tilising our IT team to reperform the
calculation of the ageing provision
recognised in the fi nancial statements using
Inventories are carried at the lower of cost or
net realisable value in accordance with IA 2
Inventories.
The provision in respect of inventories reřuires
signifi cant judgement from management.
The provisioning model operates on the
basis of ageing bucĦets, whereby stocĦ units
are allocated into an ageing bucĦet based
on the number of days held as at the year-
end. A provision percentage, determined by
management, is then applied on each ageing
bucĦet and this drives the carrying value of stocĦ
units held at year-end.
?urthermore variances exists between brands
with respect to the application of provisioning
and as such there is a signifi cant risĦ that the
provision has been inappropriately calculated and
therefore understated, resulting in inventory not
being held at the lower of cost and net realisable
value (valuation) in accordance with the group̧s
accounting policy.
ontinued oƁer ŗage̅̅̅̅
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
132
132
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF BOOHOO GROUP PLC
Continued...
Key Audit Matter
How our scope addressed this matter
assumptions in managemenţs discounted
cash fl ow models, including appropriate
benchmarĦing of these inputs and
assumptions̈ and
• eviewing the disclosures made in the fi nancial
statements to ensure compliance with ¡Z-
adopted international accounting standards,
including transparency with regard to the
signifi cant judgements and assumptions made
by management in the discounted cash fl ow
models.
mur worĦ on part (b) of this Ħey audit matter
included but was not limited to the following ̇
• mbtaining and reviewing managemenţs
calculations to derive the group̧s share of the
associatȩs profi t for the period covering
18 Xuly 2023 (the date at which management
assessed that signifi cant infl uence was
obtained) to 2˫ ?ebruary 2024 to ensure its
reasonableness and mathematical accuracÿ
• Obtaining the associate’s management
accounts for the year ended 2˫ ?ebruary
2024, and comparing them to the audited
fi nancial statements for the year ended
28 ?ebruary 2023 and the unaudited interim
fi nancial statements for the 6-month period
end 31 August 2023̈
• erforming a review of industry and relevant
macroeconomic trends as well as egulatory
News ervices N announcements and the
associatȩs broĦer forecasts for E¶B to assess
whether there were any negative factors that
could impact the associatȩs operations̈ and
• eviewing the disclosures made in the
fi nancial statements to ensure compliance
with ¡Z-adopted IA reřuirements and that
the disclosures made are accurate and
complete.
Based on the audit procedures performed, the
investment in associate is deemed reasonable.
There is a further risĦ present due to the fact
that the audit of E¶B̧s fi nancial statements
has not yet been completed at the date of
this report and thus the group̧s share of the
associatȩs profi t for the year accounted for is
an estimate is based upon management fi nancial
information.
This risĦ has been classifi ed as a Ħey audit matter
due to the signifi cant judgement reřuired to
be made by management in determining the
group̧s share of the associatȩs profi t for the
year.
¶aluation, classifi cation and recoverability in
investment in associate ̠refer to note 14 and
note 1 for the accounting policy̡
mur worĦ on part (a) of this Ħey audit matter
included but was not limited to the followinġ
• mbtaining broĦer contract documents to
confi rm the number of shares purchased
during the year ended 2˫ ?ebruary 2024 and
the consideration paid̈
• eviewing the banĦ statements to confi rm
the additional payments of consideration
made during the year̈
• mbtaining confi rmation of ownership of the
year-end shareholding in the investee and
tracing to third party evidencë
• Assessing the accounting treatment for the •
step acřuisition on transition of the
investment from I? ˫ to IA 28 to ensure
this was accounted for correctly in accordance
with ¡Z-adopted international accounting
standards reřuirements̈ and
• mbtaining, and reviewing managemenţs
impairment considerations at the year-end
and assessing them in accordance with the
indicators outlined in IA 28.̈
During the prior fi nancial period, the group
acřuired a strategic investment representing a
26.47% staĦe in evolution Beauty @roup plc
(̤E¶B̥), a fellow British online retailer listed on
AId. The investment was classifi ed as a fi nancial
asset, and the group made the irrevocable
election under I? ˫ ?inancial Instruments to
recognise the eřuity instrument at fair value
through other comprehensive income (?¶m I).
Two further tranches of investments were made
on 18 Xuly 2023 for a total cash consideration
of £1.3m, taĦing the group̧s total shareholding
to 27.13%. In addition, the group placed two
directors on the board of E¶B and with this
new presence on the E¶B board, management
deemed that signifi cant infl uence was obtained
as per the defi nition under IA 28 Investment
in Associates and Xoint ¶entures. mn this basis,
the investment in an eřuity instrument was
derecognised and an investment in associate was
subseřuently recognised at the date signifi cant
infl uence was obtained, with a fair value uplift of
£10.2m recognised resulting in a carrying value of
£26.5m upon recognition.
There is an underlying risĦ concerning the
procurement and retention of signifi cant
infl uence.
This signifi cant risĦ in relation to infl uence in
order for the transaction to be recognised in
accordance with IA 28 has been classifi ed as a
Ħey audit matter.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
134
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
134
o AId ules for ompanies 2023̈
o Disclosure @uidance and Transparency ules̈
o ¡Z tax legislation̈ and
o Tax legislation applicable in other jurisdictions.
·e designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the group with those laws and regulations. These procedures included, but were not
limited tȯ
o daĦing enřuiries of management and those charged with governancë
o eviewing board minutes and minutes of committees of the board̈
o Discussing with internal legal personnel and liaising with external legal consultants̈
o Discussing with the internal audit function and reviewing Ħey reports to the Audit ommitteë
o eviewing legal expenditure nominal ledger accounts̈ and
o eviewing egulatory News ervices announcements.
̏ ·e also identifi ed the risĦs of material misstatement of the fi nancial statements due to fraud. ·e
considered, in addition to the non-rebuttable presumption of a risĦ of fraud arising from management
override of controls, that the potential for management bias was identifi ed in relation to the valuation
of the inventory provisioning (refer to Ħey audit matters section), provision for returns, legal provisions,
impairment of intangible assets (refer to the Ħey audit matters section), valuation of investments
in subsidiaries, valuation of share-based payments, valuation of deferred tax assets and valuation and
classifi cation of investments in associate (refer to the Ħey audit matters section of this report). ·e
addressed this by challenging the assumptions and judgements made by management when auditing
these signifi cant accounting estimates.
̏ As in all of our audits, we addressed the risĦ of fraud arising from management override of controls
by performing audit procedures which included, but were not limited tȯ the testing of journals̈
reviewing accounting estimates for evidence of bias̈ and evaluating the business rationale of any
signifi cant transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risĦ that we will not detect all irregularities, including
those leading to a material misstatement in the fi nancial statements or non-compliance with regulation. This
risĦ increases the more that compliance with a law or regulation is removed from the events and transactions
refl ected in the fi nancial statements, as we will be less liĦely to become aware of instances of non-compliance.
The risĦ is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the fi nancial statements is located on the ?inancial
eporting ounciļs website aṫ www.frc.org.uĦ/auditorsresponsibilities. This description forms part of our
auditoŗs report.
Use of our report
This report is made solely to the company̧s members, as a body, in accordance with our engagement
letter dated 10 darch 2023. mur audit worĦ has been undertaĦen so that we might state to the company̧s
members those matters we are reřuired to state to them in an auditoŗs report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the
company and the company̧s members as a body, for our audit worĦ, for this report, or for the opinions we
have formed.
Mark Ling ̜Engagement artner̝
?or and on behalf of Z? Lđttlejohn LL
egistered Auditor
\ondon, ¡Z
7 May 2024
1˧ ·estferry đrcus̆ anary ·harf̆ London *14 4F$
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF BOOHOO GROUP PLC
Continued...
mther đnforİatđon
The other information comprises the information included in the annual report, other than the fi nancial
statements and our auditoŗs report thereon. The directors are responsible for the other information
contained within the annual report. mur opinion on the fi nancial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. mur responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the fi nancial statements or our Ħnowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are reřuired to determine whether this
gives rise to a material misstatement in the fi nancial statements themselves. If, based on the worĦ we have
performed, we conclude that there is a material misstatement of this other information, we are reřuired to
report that fact.
·e have nothing to report in this regard.
Matters on which we are required to report by exception
·e have nothing to report in respect of the following matters in relation to which the ompanies (Xersey) \aw
1˫˫1 reřuires us to report to you if, in our opinioṅ
̏ proper accounting records have not been Ħept, or proper returns adeřuate for our audit have not been
received from branches not visited by us̈ or
̏ the fi nancial statements are not in agreement with the accounting records̈ or
Responsibilities of directors
As explained more fully in the tatement of directorş responsibilities, the directors are responsible for the
preparation of the fi nancial statements and for being satisfi ed that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of fi nancial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the fi nancial statements, the directors are responsible for assessing the group̧s 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 liřuidate the group or to cease operations,
or have no realistic alternative but to do so.
Ŭditoŗs respoısibilities ćor the aŬdit oć the fi ıaıcial statemeıts
mur objectives are to obtain reasonable assurance about whether the fi nancial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditoŗs report that includes our
opinion. easonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with IAs (¡Z) will always detect a material misstatement when it exists. disstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to infl uence the economic decisions of users taĦen on the basis of these fi nancial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. ·e design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed beloẇ
̏ ·e obtained an understanding of the group and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the fi nancial statements. ·e
obtained our understanding in this regard through discussions with management, industry research and
application of experience of the sector.
̏ ·e determined the principal laws and regulations relevant to the group in this regard to be those
arising froṁ
o ompanies (Xersey) \aw 1˫˫1̈
o ¡Z-adopted international accounting standards̈
o ommercial law and consumer protection legislation in relevant jurisdictions where the group
operates̈
o @eneral Data rotection egulation̈
o Anti-bribery laws̈
o erious mrganised rime and olice Act 2005̈
o roceeds of rime Act 2002̈
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
136
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
136
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 29 February 2024
Note
2024
2023
£ million
£ million
Assets
Non-current assets
Intangible assets
11
104.3
131.5
Property, plant and equipment
12
349.3
371.6
Right-of-use assets
13
85.6
136.4
Financial assets
28
-
0.3
Financial assets – equity investments
28
0.3
15.3
Investments in associates
14
29.6
-
Deferred tax
16
32.1
23.5
601.2
678.6
Current assets
Inventories
17
208.0
178.1
Trade and other receivables
18
30.2
37.0
Financial assets
28
3.3
1.1
Current tax asset
2.7
-
Cash and cash equivalents
19
230.0
330.9
Total current assets
474.2
547.1
Total assets
1,075.4
1,225.7
Liabilities
Current liabilities
Trade and other payables
20
(294.6)
(260.3)
Provisions
21
(26.9)
(49.7)
Lease liabilities
23
(9.5)
(12.1)
Financial liabilities
28
(1.0)
(15.7)
Total current liabilities
(332.0)
(337.8)
Non-current liabilities
Provisions
21
(9.5)
(10.0)
Interest-bearing loans and borrowings
22
(325.0)
(325.0)
Lease liabilities
23
(112.4)
(126.5)
Financial liabilities
28
-
(2.2)
Deferred tax
16
(16.8)
(24.2)
Total liabilities
(795.7)
(825.7)
Net assets
279.7
400.0
Equity
Share capital
24
12.7
12.7
Shares to be issued
25
-
31.9
Share premium
898.1
916.8
Hedging reserve
2.7
(2.3)
EBT reserve
(73.3)
(76.8)
Other reserves
26
(754.4)
(796.5)
Retained earnings
193.9
314.2
Total equity
279.7
400.0
Notes 1 to 31 form part of these fi nancial statements.
These fi nancial statements of boohoo group plc, registered number 1143˫7, on pages 136 to 13˫ were approved
by the board of directors on 7 day 2024 and were signed on its behalf bẏ
John Lyttle, Stephen Morana Directors
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
for the year ended 2˫ ?ebruary 2024
Note
2024 pre-
2024
2024
2023 pre-
2023
2023
exceptional exceptional
total(2)
exceptional
exceptional
Total(2)
items
items(1)
items
items(1)
£ million £ million £ million
£ million
£ million
£ million
Revenue
2
1,461.0
-
1,461.0
1,768.7
-
1,768.7
Cost of sales
(704.9)
-
(704.9)
(873.5)
-
(873.5)
Gross profi t
756.1
-
756.1
895.2
-
895.2
Distribution costs
(360.0)
(71.5)
(431.5)
(427.9)
(20.0)
(447.9)
Administrative expenses
(441.3)
(31.5)
(472.8)
(504.8)
(24.9)
(529.7)
Amortisation of acquired intangibles
(8.4)
(22.4)
(30.8)
(12.2)
-
-
Other administrative expenses
(432.9)
(9.1)
(442.0)
(492.6)
(24.9)
(517.5)
Other income
3
1.3
-
1.3
0.2
-
0.2
Operating loss
(43.9)
(103.0)
(146.9)
(37.3)
(44.9)
(82.2)
Finance income
4
9.5
-
9.5
3.5
-
3.5
Finance expense
4
(22.5)
-
(22.5)
(12.0)
-
(12.0)
Loss before tax
6
(56.9)
(103.0)
(159.9)
(45.8)
(44.9)
(90.7)
Taxation
10
2.1
16.9
19.0
6.6
8.5
15.1
Loss after tax
(54.8)
(86.1)
(140.9)
(39.2)
(36.4)
(75.6)
Share of results of associates
14
3.1
-
3.1
-
-
-
Loss for the year
(51.7)
(86.1)
(137.8)
(39.2)
(36.4)
(75.6)
Total other comprehensive (loss)/income for the year
Items that may be reclassifi ed to profi t or loss:
(Gain)/loss reclassifi ed to profi t and loss
during the year
(2.4)
-
(2.4)
16.2
-
16.2
Fair value gain/(loss) on cash fl ow hedges
during the year(3)
7.4
-
7.4
(28.7)
-
(28.7)
Income tax relating to these items
(1.2)
-
(1.2)
2.4
-
2.4
Total other comprehensive income/(loss)
3.8
-
3.8
(10.1)
-
(10.1)
for the year
Total comprehensive loss for the year
(47.9)
(86.1)
(134.0)
(49.3)
(36.4)
(85.7)
Loss per share
7
Basic
(11.48)p
(6.13)p
Diluted
(11.48)p
(6.13)p
1. ee note 1, exceptional items.
2. 2024 and 2023 total is the I?-compliant measure for the consolidated statement of comprehensive income.
3. Net fair value gains on cash fl ow hedges will be reclassifi ed to profi t or loss during the two years to 28 ?ebruary 2026
All activities relate to continuing operations. Notes 1 to 31 form part of these fi nancial statements.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
138
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
138
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 2˫ ?ebruary 2024
eote
2024
2023
£ million
£ million
ash ƾ oƂs ćrom operatiıĈ actiƁities
Loss for the year
(137.8)
(75.6)
Adģustments foṙ
Share-based payments charge
29
17.5
32.0
Depreciation charges and amortisation
11,12,13
85.0
68.6
Impairment of intangible assets
11
22.4
-
Impairment of property, plant and equipment
12
19.1
9.8
Impairment of right-of-use assets
13
34.2
3.6
Gain on sale of property, plant and equipment
(0.1)
-
eclassifi cation to profi t or loss of discontinued hedge contracts
ˤ˪
(13.9)
14.3
Share of results of associates
14
(3.1)
-
Finance income
4
(9.5)
(3.5)
Finance expense
4
22.5
12.0
Tax credit
10
(19.0)
(15.1)
17.3
46.1
(Increase)/decrease in inventories
17
(29.9)
101.3
Decrease in trade and other receivables
18
5.2
19.4
Increase/(decrease) in trade and other payables
20
7.5
(35.9)
Cash generated from operations
0.1
130.9
Tax repaid
1.8
5.8
Net cash generated from operating activities
1.9
136.7
ash ƾ oƂs ćrom iıƁestiıĈ actiƁities
Acquisition of intangible assets
11
(32.2)
(32.1)
Acquisition of property, plant and equipment
12
(32.6)
(59.1)
Proceeds from the sale of property, plant and equipment
12
1.2
0.5
cřuisition of fi nancial assets ̘ eřuitƈ investments
28
(1.3)
(15.3)
Finance income received
10.1
2.7
Net cash used in investing activities
(54.8)
(103.3)
ash ƾ oƂs ćrom fi ıaıciıĈ actiƁities
Proceeds from the issue of ordinary shares
0.1
0.2
Purchase of own shares by EBT
(15.3)
(7.4)
Finance expense paid
(15.9)
(9.6)
Lease payments
(16.9)
(12.0)
Increase in borrowings
22
-
225.0
eet cash ̜Ŭsed iı̝̒Ĉeıerated ćrom fi ıaıciıĈ actiƁities
(48.0)
196.2
(Decrease)/increase in cash and cash equivalents
(100.9)
229.6
Cash and cash equivalents at beginning of year
330.9
101.3
Cash and cash equivalents at end of year
230.0
330.9
eotes ˣ to ˥ˣ form ŗart of tĎese ƽ nancial statements̅
Share
Shares
Share
Hedging
EBT
Other
Retained
Total
capital
to be
premium
reserve
reserve
reserves
evenings
equity
issued
£ million
£ million
£ million
£ million
£ million
£ million
£ million
£ million
Balance at 28 February 2022
12.7
31.9
922.8
10.2
(75.6)
(795.5)
357.8
464.3
Loss for the year
-
-
-
-
-
-
(75.6)
(75.6)
mtĎer comŗreĎensiƁe income̜̒eƇŗensė̝
Loss reclassifi ed to profi t or loss in
exceptional items (note 1)
-
-
-
14.3
-
-
-
14.3
Loss reclassifi ed to profi t or loss in revenue
-
-
-
1.9
-
-
-
1.9
Fair value loss on cash fl ow hedges during
-
-
-
(28.7)
-
-
-
(28.7)
the year
Total comprehensive income for the year
-
-
-
(12.5)
-
-
(75.6)
(88.1)
Issue of shares
-
-
(6.0)
-
(1.2)
-
-
(7.2)
Share-based payments credit
-
-
-
-
-
-
32.0
32.0
Translation of foreign operations
-
-
-
-
-
(1.0)
-
(1.0)
Balance at 28 February 2023
12.7
31.9
916.8
(2.3)
(76.8)
(796.5)
314.2
400.0
Loss for the year
-
-
-
-
-
-
(137.8)
(137.8)
mtĎer comŗreĎensiƁe income̜̒eƇŗensė̝
Gain reclassifi ed to profi t or loss in revenue
̖
̖
̖
(ˤ.˦)
̖
̖
̖
(ˤ.˦)
Fair value gain on cash fl ow hedges
-
-
-
7.4
-
-
-
7.4
during the year
Total comprehensive income for the year
-
-
-
5.0
-
-
(137.8)
(132.8)
Issue of shares
-
-
(18.7)
-
3.5
-
-
(15.2)
Cancellation of shares to be issued
-
(31.9)
-
-
-
31.9
-
-
Revaluation gain on transition of
-
-
-
-
-
10.2
-
10.2
investment to associate
Share-based payments credits
-
-
-
-
-
-
17.5
17.5
Translation of foreign operations
-
-
-
-
-
-
-
-
Balance at 29 February 2024
12.7
-
898.1
2.7
(73.3)
(754.4)
193.9
279.7
eotes ˣ to ˥ˣ form ŗart of tĎese ƽ nancial statements̅
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
140
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
140
Ŭsiness çĸmæinatiĸns
The group uses the acřuisition method of accounting for business combinations of entities not under
common control. eparable identifi able assets and liabilities are measured initially at their fair values on
the acřuisition date. Any non-controlling interest is measured at either fair value or at the non-controlling
interesţs share of the acřuireȩs net assets. Acřuisition 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.
Intanƴiæĩe assets
TrademarĦ and licences are stated at cost less accumulated amortisation and impairment losses and are
amortised over their expected life and charged to administrative expenses. ustomer lists are amortised over
expected customer lifetime value. If the cash fl ows or profi ts from the use of the assets are negative over the
expected useful life, the assets are impaired and charged to administration expenses.
The costs of acřuiring 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. osts are capitalised only
where there is an identifi able project that will bring future economic benefi t. mther website development
and maintenance costs are expensed in the statement of comprehensive income. oftware costs are
amortised based on their estimated useful lives and charged to administrative expenses in the statement of
comprehensive income.
rĸpertƈ̆ pĩant and eřŬipment
roperty, plant and eřuipment are stated at cost less accumulated depreciation and impairment losses and,
where assets are acřuired through the acřuisition of an entity, they are accounted for at fair value. ·here parts
of an item of property, plant and eřuipment have different useful lives, they are accounted for as separate
property, plant and eřuipment. ost includes expenditures that are directly attributable to the acřuisition
of the asset. The cost of each item of property, plant and eřuipment is written off evenly over its estimated
remaining useful life. Assets under construction are held at cost until they are brought into use, whereupon
depreciation is charged. 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 eřuipment, as followṡ
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
1 AccountđnĈ polđcđes
@eneraĩ inćĸrmatiĸn
The boohoo group plc operates as a multi-brand online retailer, based in the ¡Z, and is a public limited
company incorporated and domiciled in Xersey and listed on the Alternative Investment darĦet (AId) of
the \ondon tocĦ Exchange. Its registered offi ce address is 12 astle treet, t Felier, Xersey XE2 3T. The
company was incorporated on 1˫ November 2013.
asis ĸć preparatiĸn
The consolidated fi nancial statements of the group have been approved by the directors and prepared on a
going concern basis in accordance with ¡Z-adopted international accounting standards and the ompanies
(Xersey) \aw 1˫˫1.
The fi nancial statements have been approved on the assumption that the group and company remain a going
concern. The group has cash resources and credit facilities suffi cient to continue solvent trading in the face of
an unforeseen downturn in demand.
New and amended statements adopted by the group
The following new standards and amendments to standards have been adopted by the group for the fi rst
time during the year commencing 1 darch 2023. These standards have not had a material impact on the
entity in the current reporting period and are not expected to in future reporting periods.
̏
Amendments to I? 17̇ Insurance ontracts
̏
Amendments to IA 1̇ resentation of ?inancial tatements
̏
Amendments to IA 8̇ Accounting policies, hanges in Accounting Estimates and Errors
̏
Amendments to IA 12̇ Income Taxes
̏
Amendments to I? 17̇ Insurance ontracts
Standards, amendments and interpretations to existing standards that are not yet effective and
have not been early adopted by the group.
The following standards have been published for accounting periods beginning after 1 darch 2024 but have
not been adopted by the ¡Z and have not been early adopted by the group and could have an impact on the
group fi nancial statements. These standards are not expected to have a material impact on the entity in the
current or future reporting periods.
̏
Amendments to IA1̇ lassifi cation of \iabilities as urrent or Non-current
̏
Amendments to IA1̇ Non-current \iabilities with ovenants
̏
Amendments to I? 16̇ \eases (\ease \iability in a ale and \easebacĦ)
̏
Amendments to IA 7̇ tatement of ash ?lows (upplier ?inance Arrangements)
̏
Amendments to I? 7̇ ?inancial Instruments (upplier ?inance Arrangements)
̏
Amendments to IA 21̇ The Effects of hanges in ?oreign Exchange ate (\acĦ of Exchangeability)
deasŬrement çĸnventiĸn
The consolidated fi nancial statements have been prepared under the historical cost convention, excluding
fi nancial assets and fi nancial liabilities (including derivative instruments) held at either fair value through
profi t or loss or fair value through other comprehensive income, and excluding assets and liabilities acřuired
through acřuisitions and held at fair value. The principal accounting policies adopted in the preparation of
these fi nancial statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
asis ĸć çĸnsĸĩidatiĸn
The group fi nancial statements consolidate those of its subsidiaries and the Employee Benefi t Trust. All
intercompany transactions between group companies are eliminated.
ubsidiaries 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 taĦes into consideration potential voting rights that are currently exercisable.
The acřuisition date is the date on which control is transferred to the acřuirer. ubsidiary undertaĦings
acřuired during the year are accounted for using the acřuisition method of accounting. The fi nancial
statements of subsidiaries are included in the consolidated fi nancial statements from the date that control
commences until the date that control ceases. The cost of the acřuisition is the aggregate of the fair values
of the assets and liabilities and eřuity instruments issued on the acřuisition date. The excess of the cost
of acřuisition over the group̧s share of the fair values of the identifi able net assets acřuired is recorded as
goodwill. If the cost of acřuisition is less than the fair value of the assets, the difference is recognised directly
in the statement of comprehensive income.
The Employee Benefi t 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 benefi t from its control. The assets
held by the trust are consolidated into the group.
Trademarks and licenses
10 years
Customer lists
3 years
Software
Between 3 and 5 years
Short leasehold alterations
Life of lease or between 3 and 10 years
Fixtures and fi ttings
Between 3 and 15 years
Computer equipment
3 years
Motor vehicles
Between 3 and 5 years
Land and buildings
Buildings – 50 years. Land is not depreciated.
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each reporting date.
\eases
The group assesses whether a contract is, or contains, a lease at the inception of the contract. The group
recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
142
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
142
To řualify for hedge accounting, the hedging relationship must meet all of the following reřuirementṡ
̏
There is an economic relationship between the hedged item and the hedging instrument
̏
The effect of credit risĦ does not dominate the value changes that result from that hedging relationship
̏
The hedge ratio of the hedging relationship is the same as that resulting from the řuantity of the
hedged item that the entity actually uses to hedge that řuantity of hedged item.
At inception of the hedge relationship, the group documents the economic relationship between hedging
instruments and hedged items, including whether changes in the cash fl ows of the hedging instruments are
expected to offset changes in the cash fl ows of hedged items. The group documents its risĦ management
objective and strategy for undertaĦing its hedge transactions.
Fedge ineffectiveness may occur due tȯ
̏
?luctuation in volume of hedged items caused due to operational changes
̏
Index basis risĦ of hedged items vs hedging instrument
̏
redit risĦ as a result of deterioration of credit profi le of the counterparties
The effective element of any gain or loss from remeasuring the derivative is recognised directly in other
comprehensive income and accumulated in the hedging reserve. Ineffective hedging instruments are
rebalanced by adjusting the designated řuantities of either the hedged items or the hedging instrument
of an existing hedging relationship for the purpose of maintaining a hedge ratio that complies with the
hedge effectiveness reřuirements. ·here rebalancing is not applicable the ineffective element is recognised
immediately in the statement of comprehensive income. Fedge accounting is discontinued when the
hedging relationship no longer meets the risĦ management objective, when the hedging instrument is sold or
terminated or where there is no longer an economic relationship between the hedged item and the hedging
instrument. The cumulative gain or loss in the hedging reserve remains until the forecast transaction occurs or
the original hedged item affects the statement of comprehensive income. Fowever, if that amount is a loss,
and it is expected that all or a portion of that loss will not be recovered, then the amount that is not expected
to be recovered is reclassifi ed immediately into the statement of comprehensive income. If a forecast hedged
transaction is no longer expected to occur, the cumulative gain or loss in the hedging reserve, and the cost of
the hedging reserve, is also reclassifi ed to the statement of comprehensive income.
Fedge ineffectiveness in relation to designated hedges was negligible during the year ended 2˫ ?ebruary
2024 and year ended 28 ?ebruary 2023. In the year ended 28 ?ebruary 2023, hedge accounting was
discontinued on ineffective cash fl ow hedge contracts, and a total of £14.3m was reclassifi ed to the statement
of comprehensive income.
?urther details of derivative fi nancial instruments, including fair value measurements, are disclosed in note 28.
Trade and other receivables
Trade receivables (including supplier advances) are recognised, initially, at fair value and are, subseřuently,
measured at amortised cost using the effective interest method, less provision for impairment. ¡nder I? ˫,
the group elected to use the simplifi ed approach to measure the loss allowance at an amount eřual to lifetime
expected credit losses for trade receivables, and contract assets that result from transactions that are within
the scope of I? 15, irrespective of whether they contain a signifi cant fi nancing component or not. The group
establishes 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. ignifi cant fi nancial
diffi culties of the counterparty, probability that the counterparty will enter banĦruptcy, or fi nancial reorganisation
and default in (or delinřuency in) payments, are considered indicators that the trade receivable is impaired.
In addition, I? ˫ reřuires the group to consider forward-looĦing information and the probability of default
when calculating expected credit losses. The measurement of expected credit losses refl ects 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-specifi c and
marĦet 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 fl ows 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. ·hen a trade receivable
is uncollectable, it is written off against the allowance account for trade receivables. ubseřuent recoveries of
amounts previously written off are credited against administrative expenses in the income statement.
iƴht̖ĸć̖Ŭse assets
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments
made at, or before, the commencement date, and any initial direct costs. They are, subseřuently, measured
at cost less accumulated depreciation and impairment losses. ·here the group has an obligation for costs to
dismantle and remove a leased asset, restore the site on which it is located, or restore the underlying asset
to the condition reřuired by the terms and conditions of the lease, a provision is recognised and measured
under IA 37. The costs are included in the related right-of-use asset unless those costs are incurred
to produce inventories. The right-of-use asset is presented as a separate line in the balance sheet. ?or
subseřuent measurement, right-of-use assets are depreciated over the shorter of the lease term and useful
life of the underlying asset.
?inançiaĩ instrŬments
?inancial instruments are recognised at fair value and, subseřuently, remeasured at fair value at the end of
each reporting date or at amortised cost.
Eřuity investments have been irrevocably designated at fair value through other comprehensive income at initial
recognition. @ains and losses arising from changes in fair value are recognised directly in other comprehensive
income. mn derecognition, cumulative gains or losses recognised in mther omprehensive Income are
reclassifi ed to mther reserves as a reclassifi cation adjustment. Dividends are recognised when the entity̧s right
to receive payment is established, it is probable the economic benefi ts will fl ow to the entity, and the amount
can be measured reliably. Dividends are recognised in profi t or loss unless they clearly represent recovery of a
part of the cost of the investment, in which case they are included in mther omprehensive Income.
?urther details are shown in note 28.
Investments in assĸçiates
An associate is an entity over which the group has signifi cant infl uence and that is neither a subsidiary nor an
interest in a joint venture. ignifi cant infl uence is the power to participate in the fi nancial and operating policy
decisions of the investee but is not control or joint control over those policies, whereas joint ventures are
entities over which the group has joint control over such policies.
The group̧s share of the results of associate is included in the group statement of comprehensive income
using the eřuity method of accounting. Investments in associates are carried in the group balance sheet at
cost plus post-acřuisition changes in the group̧s share of the net assets of the entity, less any dividends
received and impairment in value. If the group̧s share of losses in an associate eřuals or exceeds its
investment in the associate, the group does not recognise further losses, unless it has incurred obligations to
do so or made payments on behalf of the associate.
Dividends received from associates with nil carrying value are recognised in the group income statement as
part of the group̧s share of post-tax profi ts/(losses) of associates. ¡nrealised gains arising from transactions
with associates are eliminated to the extent of the group̧s interest in the entity.
$erivative ƽ nançiaĩ instrŬments and çash ƾ ĸƂ hedƴes
The group holds derivative fi nancial instruments to hedge its foreign currency exposures. These derivatives,
classifi ed as cash fl ow hedges, are initially recognised at fair value and then re-measured at fair value at the
end of each reporting date. Fedging instruments are documented at inception and effectiveness is tested
throughout their duration. hanges in the value of cash fl ow hedges are recognised in other comprehensive
income and any ineffective portion is immediately recognised in the income statement. If the fi rm commitment
or forecast transaction, which is the subject of a cash fl ow hedge, results in the recognition of a non-fi nancial
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. ?or 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 profi t.
which it is the lessee, except for short-term leases (defi ned as leases with a lease term of 12 months or less)
and leases of low value assets (less than £0.1 million p.a., which are considered immaterial), which fall out of
I? 16 scope and are charged to the statement of comprehensive income on a straight-line basis over the
period of the lease. The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot
be readily determined, the group uses its incremental borrowing rate. The lease liability is presented as a
separate line in the consolidated statement of fi nancial position. The lease liability is, subseřuently, measured
by increasing the carrying amount to refl ect interest on the lease liability based on the effective interest
method, and by reducing the carrying amount to refl ect the lease payments made.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
144
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
144
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
axatiĸn
Tax on the profi t 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 eřuity, in which case
it is recognised in eřuity.
urrent 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 fi nancial 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 profi ts will be
available against which the asset can be utilised.
Deferred tax is provided for on the fair value of intangible assets acřuired in subsidiaries.
?ĸreiƴn çŬrrençƈ transĩatiĸn
The results and cash fl ows of overseas subsidiaries are translated at the average monthly exchange rates
during the period. The statement of fi nancial position of each overseas subsidiary is translated at the year-end
rate. The resulting exchange differences are recognised in a translation reserve in eřuity 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. donetary 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.
*xçeptiĸnaĩ items
In determining whether an item should be presented as exceptional, the group considers items that are
signifi cant, because of, either, their siƑe or nature and that are non-recurring. In order for an item to be
presented as exceptional, it should, typically, meet at least one of the following criteriȧ
̏
It is a signifi cant item, which may cross more than one accounting period.
̏
It has been directly incurred as a result of either an acřuisition or divestment, or arises from a major
business change or restructuring programme.
̏
It is unusual in nature or outside the normal course of business.
The separate reporting of items, which are presented as exceptional within the relevant category in the
consolidated statement of comprehensive income, helps provide an indication of the group̧s trading
performance in the normal course of business.
iƴniƽ çant estimates and ģŬdƴements
The preparation of fi nancial statements in conformity with ¡Z-adopted International Accounting tandards,
as adopted by the ¡Z, reřuires management to maĦe 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 subseřuent changes are
accounted for when such information becomes available. The judgements, estimates and assumptions that
are the most subjective or complex are discussed beloẇ
etŬrns prĸvisiĸn
The provision for sales returns is estimated based on prior monthş historical returns and trends, including
seasonal variations, on a country-by-country basis, and is allocated to the period in which the revenue is
recorded. This is considered by management as the most appropriate method, which is applied to every set
of monthly management accounts and is constantly checĦed for accuracy and reliability. Actual returns could
differ from these estimates. The historic difference between the provision estimate and the actual results,
Ħnown 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 ͜/- £2.0 million on reported revenue and ͜/- £1.0 million on
operating profi t. The choice of a 1%pt change for the determination of sensitivity represents a reasonable,
but not extreme, variation in the return rate.
rade and ĸther paƈaæĩes
Trade and other payables are recorded initially at fair value. ubseřuent to this, they are measured at
amortised cost.
The group has a supply chain fi nancing agreement in place to support the cash fl ow of its external suppliers.
The fi nancing is provided by one of the group̧s relationship funders and gives certain suppliers the fl exibility
to receive early payments on specifi c invoices. All early payments are processed by the funding party and the
group settles the original invoice amount with the funders at the original invoice due date. The outstanding
balances due to suppliers are recorded within trade payables. Access to the supplier fi nance schemes is by
mutual agreement between the funder and supplier. The schemes have no cost to the group as the fees are
paid by the supplier directly to the funder. The funder has no special seniority of claim to the group upon
liřuidation and would be treated the same as any other trade payable.
rĸvisiĸns
rovisions are accounted for where there is a liability of uncertain timing or amount, such as legal or
constructive obligations, where it is probable that an outfl ow of cash or other economic resource will be
reřuired to settle the provision. ertain provisions that reřuire signifi cant estimates and judgements are
discussed in the signifi cant estimates and judgements section below.
Inventĸries
Inventories are valued at the lower of cost and net realisable value, after maĦing due allowance for obsolete
and slow-moving items. ·here provision reřuires estimates and judgement, these are discussed in the
signifi cant estimates and judgements section below. Inventories are valued on a fi rst in, fi rst out basis.
Inventory includes the cost price of estimated returns.
ash and çash eřŬivaĩents
ash and cash eřuivalents, for the purpose of the cash fl ow statement and the statement of fi nancial
position, comprises cash in banĦ.
evenŬe
evenue is attributable to the one principal activity of the business. evenue represents net invoiced sales
of goods, including carriage receipts, and commission income from marĦetplace sales, excluding value added
tax. evenue 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 payment methods and the proceeds remitted to the company by payment service providers within a few
days. ·holesale sales are paid in accordance with agreed credit terms with business customers. ommission
income on the sale of third-party products on marĦetplace websites is recognised when the order is placed
and paid by the customer. A provision for returns, based on historical customer return rates, is deducted from
revenue and included in provisions within trade and other payables. eturns provisions are discussed in the
signifi cant estimates and judgements section below.
eæates
etrospective 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 taĦen when
payment is made.
?inançe çĸsts
Interest payable is recognised in the statement of comprehensive income as it accrues in respect of the
effective interest rate method.
?inançe inçĸme
Interest receivable is recognised in the statement of comprehensive income as it is earned.
ensiĸn çĸsts
The group contributes to @roup ersonal ension chemes for certain employees under a defi ned
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.
hare̖æased paƈments
The group issues eřuity-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 maĦing an allowance for the number of shares that are estimated will not vest. The
level of vesting is reviewed and adjusted annually. ?ree shares awarded are expensed immediately.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
146
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
146
eçĸƴnitiĸn ĸć dećerred tax assets
Deferred tax assets are recognised and carried forward to the extent that the realisation of the related
tax benefi t through future taxable profi ts is probable by reference to fi ve-year management forecasts.
The carrying amount of deferred tax assets is reviewed at each reporting date by reference to fi ve-year
management forecasts and reduced to the extent that it is no longer probable that suffi cient taxable profi ts
will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates and
in accordance with laws that are expected to apply in the period/jurisdiction when/where the liability is settled
or the asset is realised.
*xçeptiĸnaĩ items
The group exercises judgement in assessing whether items should be classifi ed as exceptional. This
assessment covers the nature of the item, cause of occurrence and scale of impact of that item on the
reported performance. The exceptional costs in these fi nancial statements includė
̏
restructuring costs and impairment of assets associated with the closure of the Daventry
warehousing facility
̏
set up costs associated with the opening of a warehousing facility in the ¡A
̏
impairment of the group̧s acřuired intangible assets
̏
dual technology platform running costs associated with the re-platforming of the group̧s e-commerce
front end to its own in-house developed tech stacĦs
̏
redundancy costs associated with the group̧s cost reduction programme
2 Segmental analysis
I? 8, ̦mperating egmentş, reřuires operating segments to be determined based on the group̧s internal
reporting to the chief operating decision maĦer. The chief operating decision maĦer is considered to be
the executive board, which has determined that the primary segmental reporting format of the group is by
geographic region. The group strategy is to increase marĦet share in each territory using the optimum mix
of brands that is appropriate for each marĦet, taĦing into account factors such as consumer preference,
established presence and brand appeal.
Exceptional costs and impairment of assets
2024
2023
£ million
£ million
Selling and distribution costs
Impairment of UK warehouse right-of-use asset
34.2
3.6
Impairment of UK warehouse property, plant and equipment
19.1
3.3
USA warehouse set up costs
11.6
2.4
UK warehouse restructuring and dual operating costs
6.6
2.4
heffi eld automation disruption costs
-
8.3
71.5
20.0
Administration expenses
Impairment of acquired intangibles
22.4
-
Redundancy costs
5.2
4.1
Technology platform – dual running costs
3.9
-
eclassifi cation to profi t or loss of discontinued hedge contracts
-
14.3
Impairment of property, plant and equipment at
-
6.5
loss-making operations
31.5
24.9
Total before tax
103.0
44.9
Tax
(16.9)
(8.5)
Total after tax
86.1
36.4
ĩaims prĸvisiĸn
danagement maĦes judgements in respect of the liĦelihood of the realisation of a claim. The
provision for claims is then estimated from the settlement amount of similar claims in the relevant
jurisdiction, with assistance from legal counsel, or from agreed settlements. ?actors taĦen into
account are the degree of loss to the appealing party, the liĦelihood of success in defence and
the possible bases of the amount of the settlement claims. ·here there are settlements involving
class actions and compensation provided to benefi ciaries through vouchers, the redemption rates
are based on the rates that have been observed in similar instances.
Inventĸrƈ vaĩŬatiĸn
Inventory is carried at the lower of cost or net realisable value. Net realisable value is estimated
by management on the basis of a number of factorṡ the historic rate of sell througḧ the product
siƑe fragmentation̈ the continuing fashionability and liĦely continuing popularity with reference to
fashion and seasonal trends̈ and the volume of a particular style. 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 ͜/- £2.3 million in gross margin. The choice of a 1%pt change for the
determination of sensitivity represents a reasonable, but not extreme, variation in the provision.
Intanƴiæĩe assets ̘ impairment testinƴ
Acřuired trademarĦs and customer list intangible assets are impaired if the projected cash fl ows
over the expected lives are negative. ensitivity testing is performed on the cash fl ow calculations
to verify that impairment is not reřuired with a reasonable range of downside scenarios. ?urther
details of the sensitivities performed are disclosed in note 11.
ĩassiƽ çatiĸn and ćair vaĩŬe ĸć investments in eřŬitƈ instrŬments and assĸçiates
During the year ended 28 ?ebruary 2023 26.47% of the issued share capital of evolution Beauty
@roup plc (̤E¶B̥) was acřuired. The eřuity accounting reřuirements of IA 28 (Investments in
associates and joint ventures) were considered and it was determined that signifi cant infl uence did
not exist either at the time of initial recognition or as at 28 ?ebruary 2023. The eřuity investment
was accounted for as a fi nancial asset under I? ˫ with the option taĦen to hold at fair value
through other comprehensive income, as irrevocably designated at the date of recognition.
mn 18th Xuly 2023 the group entered into a settlement agreement with E¶B resulting in the
reconstitution of the E¶B board. The group also increased iţs shareholding in E¶B to 27.13%.
The eřuity accounting reřuirements of IA 28 were reconsidered and it was determined that
signifi cant infl uence did exist as a result of the settlement agreement, access to accounting
records and the reconstitution of the E¶B board (including the appointment of Neil atto,
former group ?m and NED, and Alistair dc@eorge, who remains a NED on the group̧s board). As
a result the investment has been accounted for as an associate under IA 28 from 18th Xuly 2023.
The investment, which was previously accounted for under I? ˫, was derecognised and the
cumulative gain recognised in other comprehensive income of £10.2m was reclassifi ed to other
reserves (note 26) as a revaluation adjustment.
¡nder the eřuity accounting reřuirements of IA 28 the group̧s share of the results of associate
is included in the carrying value of the associate in the group statement of fi nancial position and
included within the group income statement using the eřuity method of accounting.
As at the date of publishing these fi nancial statements E¶B̧s results for the period 18th Xuly
2023 to 2˫ ?ebruary 2024 have not been publically disclosed by E¶B and the audit of E¶B̧s
fi nancial statements for the year ended 2˫ ?ebruary 2024 has begun but not been completed
by E¶B̧s auditors. The group has reviewed analyst notes prepared by E¶B̧s NmdAD, \iberum
dated 27 darch 2024, the management accounts of E¶B for the period ending 2˫ ?ebruary
2024 and post year end N notes published by E¶B. As a result of this review an estimate of
£3.1 million has been disclosed in the group statement of fi nancial position, the group income
statement and group statement of comprehensive income as the group̧s share of the results of
associates for the period.
@iven the group̧s shareholding percentage and the short period of time prior to the period end
that E¶B has been classifi ed as an associate the risĦ of this estimate being materially incorrect is
considered remote.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
148
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
148
7 Earnings per share
Basic earnings per share is calculated by dividing profi t after tax attributable to members of the holding company
by the weighted average number of shares in issue during the year. mwn shares held by the Employee Benefi t Trust
are eliminated from the weighted average number of shares. Diluted earnings per share is calculated by dividing
the result 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, except when there is a loss, in which case the
basic measure is used.
Adjusted earnings and adjusted earnings per share is a non-I? measure, which, in managemenţs opinion, gives
a more consistent measure of the underlying performance of the business excluding non-cash accounting charges
and gains relating to the amortisation of intangible assets valued upon acřuisitions, non-cash share-based payment
charges, exceptional items and the group̧s share of results of associate.
4 Finance income and expense
2024
2023
£ million
£ million
Finance income: Bank interest received
9.5
3.5
Finance expense: RCF interest paid
(18.3)
(9.6)
Finance expense: IFRS 16 lease interest
(2.9)
(1.7)
Finance expense: RCF arrangement and facility fees
(1.3)
(0.7)
(22.5)
(12.0)
˨ rofi t æefore taƇ
rofi t æefore taƇ is stated after charginġ
2024
2023
£ million
£ million
Short-term operating lease rentals for buildings
0.2
0.1
Equity-settled share-based payment charges (note 29)
17.5
32.0
Exceptional costs, excluding impairment (note 1)
27.3
31.5
Depreciation of property, plant and equipment (note 12)
33.7
26.7
Impairment of property, plant and equipment (notes 1, 12)
19.1
9.8
Depreciation of right-of-use assets (note 13)
14.3
12.8
Impairment of right-of-use assets (notes 1, 13)
34.2
3.6
Amortisation of intangible assets (note 11)
28.6
16.9
Impairment of intangible assets (notes 1, 11)
22.4
-
Amortisation of acquired intangible assets (note 11)
8.4
12.2
5 Auditors’ remuneration
2024
2023
£ million
£ million
udit of these fi nancial statements
ˢ.˨
ˢ.˨
$isclosure beloƂ baseí on aİounts receiƁable in resŗect oć serƁices to tĎe ƴrouŗ
Amounts receivable by auditors and their associates in respect of:
udit of fi nancial statements of suæsidiaries pursuant to legislation
̖
̖
0.6
0.6
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
maĦer in the monthly management accounts̈ therefore, no measure of segmental assets or liabilities is disclosed
in this note. Non-current assets located outside the ¡Z comprise a right-of-use asset, warehouse fi xtures and
fi ttings and offi ces in the ¡A with a net booĦ value of £101.˫ million (2023̇ £107.4 million).
Year ended 29 February 2024
UK
Rest of
USA
Rest of
Total
Europe
World
£ million
£ million
£ million
£ million
£ million
Revenue
921.5
165.8
299.1
74.6
1,461.0
Cost of sales
(460.8)
(78.4)
(132.0)
(33.7)
(704.9)
Gross profi t
˦6ˢ.7
˪7.˦
167.1
˦ˢ.˫
756.1
Distribution costs
-
-
-
-
(431.5)
Administrative expenses – other
-
-
-
-
(442.0)
Amortisation of acquired intangibles
-
-
-
-
(30.8)
Other income
-
-
-
-
1.3
Operating loss
-
-
-
-
(146.9)
Finance income
-
-
-
-
9.5
Finance expense
-
-
-
-
(22.5)
Loss before tax
-
-
-
-
(159.9)
Year ended 28 February 2023
UK
Rest of
USA
Rest of
Total
Europe
£ million
£ million
£ million
£ million
£ million
Revenue
1,091.5
206.5
363.7
107.0
1,768.7
Cost of sales
(569.1)
(99.1)
(152.6)
(52.7)
(873.5)
Gross profi t
5ˤˤ.˦
1ˢ7.˦
ˤ11.1
5˦.˥
˪˫5.ˤ
Distribution costs
-
-
-
-
(447.9)
Administrative expenses – other
-
-
-
-
(517.5)
Amortisation of acquired intangibles
-
-
-
-
(12.2)
Other income
-
-
-
-
0.2
mperating profi t
̖
̖
̖
̖
(˪ˤ.ˤ)
Finance income
-
-
-
-
3.5
Finance expense
-
-
-
-
(12.0)
Loss before tax
-
-
-
-
(90.7)
3 Other income
2024
2023
£ million
£ million
Property rental income
0.4
0.1
R&D expenditure tax credit
0.9
0.1
1.3
0.2
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
150
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
150
Directors (who are considered to be the Ħey management personnel) compensation comprises the group
directors. Directorş emoluments and pension payments of boohoo group plc are detailed in the directorş
remuneration report on page 105.
Income tax expense computations are based on the jurisdictions in which taxable profi ts were earned at
prevailing rates in those jurisdictions. The company is subject to Xersey income tax at the standard rate of 0%.
The reconciliation below relates to tax incurred in the ¡Z where the group is primarily tax resident. The total tax
charge differs from the amount computed by applying the ¡Z rate of 24.5% for the year (2023̇ 1˫.0%) to profi t
before tax as a result of the followinġ
10 Taxation
2024
2023
£ million
£ million
Analysis of credit in year
Current tax on income for the year
0.3
-
Adjustments in respect of prior year taxes
(3.3)
2.0
Deferred taxation (note 16)
(16.0)
(17.1)
Tax credit
(19.0)
(15.1)
9 Directors’ and key management compensation
2024
2023
£ million
£ million
hort̖term emploƈee æenefi ts
23.5
21.8
ost̖emploƈment æenefi ts
0.4
0.3
Equity-settled share-based payment charges
3.4
4.5
27.3
26.6
No current tax was recognised in other comprehensive income (2023̇ £nil). The ¡Z corporation tax rate changed
effective April 2023 from 1˫% to 25% as enacted by the ¡Z @overnment resulting in an effective rate of 24.5%
for the year ended 2˫ ?ebruary 2024.
In day 2023, the IAB issued International Tax eform ̘ illar Two dodel ules ̘ Amendments to IA 12 Income
Taxes to clarify the application of IA12 to tax legislation enacted or substantively enacted to implement illar Two
of the mrganisation for Economic o-operation and Developmenţs Base Erosion and rofi t hifting project, which
aims to address the tax challenges of the digitalisation of the economy. The amendments include a mandatory
temporary exception from accounting for deferred tax on such tax law. In Xuly 2023, the ¡Z government enacted
legislation to implement the illar Two rules. The legislation is designed to ensure a minimum effective tax rate
of 15% in each country in which the group operates. imilar legislation is being enacted by other governments
around the world. In line with the amendments to IA 12, the exception from accounting for deferred tax for the
illar Two rules has been applied and there is no impact on the consolidated fi nancial statements for the year
ended 2˫ ?ebruary 2024. Based on an assessment of historic data and forecasts for future years the group does
not expect a material exposure to illar Two income taxes.
2024
2023
£ million
£ million
Loss before tax
(159.9)
(90.7)
Loss before tax multiplied by the standard rate of corporation tax of the UK of
(39.2)
(17.2)
24.5% (2023: 19.0%)
*ffects oḟ
Expenses not deductible for tax purposes
20.3
4.6
Change in deferred tax rate
-
(5.9)
Adjustments in respect of prior year taxes
(3.3)
2.0
Overseas tax differentials
0.3
0.5
Depreciation on ineligible assets
2.9
0.9
Tax credit
(19.0)
(15.1)
Tax recognised in the statement of changes in equity
Deferred tax debit on movement in tax base of share options
-
(0.1)
2024
2023
Weighted average shares in issue for basic earnings per share
1,199.5
1,233.0
Dilutive share options
88.0
69.4
Weighted average shares in issue for diluted earnings per share
1,287.5
1,302.4
Loss (£ million)
(137.8)
(75.6)
Loss per share
(11.48)p
(6.13)p
Loss (£ million)
(137.8)
(75.6)
Adjusting items:
Amortisation of intangible assets arising on acquisitions
8.4
12.2
Share-based payments charges
17.5
32.0
Exceptional items (note 1)
27.3
31.5
Impairment of assets (note 1)
75.7
13.4
Share of results of associate
(3.1)
-
Adjustment for tax
(22.3)
(13.7)
Adjusted loss
(34.3)
(0.2)
Adjusted loss per share (basic)
(2.86)p
(0.02)p
Adjusted loss per share (diluted)
(2.86)p
(0.02)p
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 followṡ
Number of employees
2024
2023
£ million
£ million
Administration
2,098
2,475
Distribution
2,981
3,715
5,079
6,190
The aggregate payroll costs of these persons were as followṡ
2024
2023
£ million
£ million
Wages and salaries
163.3
176.3
Social security costs
16.7
19.0
ost̖emploƈment æenefi ts
4.4
4.4
Equity-settled share-based payment charges
17.5
32.0
201.9
231.7
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
152
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
152
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
The Ħey assumptions used in the value-in-use calculations are as followṡ
ales groƂtĎ and forecast contribution margin
This is based on past performance and managemenţs expectations of marĦet development over the fi ve-year
forecast period, plus perpetuity. The directors have reviewed the group̧s profi tability in the fi ve-year plans,
the annual budgets and medium-term forecasts, including assumptions concerning capital expenditure and
expenditure commitments and their impact on cash fl ow. The directors consider that a fi ve-year plan is the
appropriate period to project fi nancial plans with a reasonable level of certainty in line with their current strategic
objectives.
mtĎer oŗerating costs
These are the fi xed costs of the @¡, which do not vary signifi cantly with sales volumes or prices. danagement
forecasts these costs based on the current structure of the business, adjusting for infl ationary increases, and these
do not refl ect any future restructurings or cost-saving measures.
\ong̖term groƂtĎ rate ˤͬ
This growth rate is based on a prudent assessment of past experience and future estimations of marĦet
expectations.
$isçĸŬnt rate ˣˢ̅ˣͬ
The pre-tax discount rate applied to the cash fl ow forecasts for the @¡ is derived from the estimated pre-tax
weighted average cost of capital (̤·A ̥) for the group.
ensitiƁitƈ to cĎanges in assumŗtions
There is suffi cient headroom for each of the unimpaired @¡s, such that management believes no reasonable
change in any of the above assumptions would cause the carrying value of the intangible asset to exceed its
recoverable amount. If the long-term growth rate was reduced to Ƒero, there would still be suffi cient headroom. If
the discount rate was increased by 25% from a rate of 10.1% to 12.6%, there would still be suffi cient headroom.
?or the @¡ with the lowest headroom, the breaĦeven point for impairment is a reduction in the long-term growth
rate to -18% or an increase in the ·A to 22%, neither of which is considered a reasonable scenario.
·ithin the statement of comprehensive income, amortisation and impairment of acřuired intangible assets
(trademarĦs and customer lists) of £30.8 million (2023̇ £12.2 million) is shown separately. The amount of
amortisation and impairment of the other intangible assets included in distribution costs is £0.4 million (2023̇
£0.3 million) and in administrative expenses is £28.2 million (2023̇ £16.6 million).
The group tests the carrying amount of trademarĦs and customer lists annually for impairment or, more freřuently,
if there are indications that their carrying value might be impaired. The carrying amounts of other intangible assets
are reviewed for impairment if there is an indication of impairment. The intangible assets impaired during the year
ended 2˫ ?ebruary 2024 relate to the group̧s non-core labels which have seen signifi cant declines in revenue
during the year, following proactive actions taĦen to target more profi table sales, as explained in the trategic
Report on pages 11.
Impairment is calculated by comparing the carrying amounts to the value in use derived from discounted cash fl ow
projections for each cash-generating unit (̤ @¡̥) to which the intangible assets are allocated. A @¡ is deemed to
be an individual brand.
¶alue-in-use calculations are based on fi ve-year management forecasts with a terminal growth rate applied
thereafter, representing managemenţs estimate of the long-term growth rate of the sector served by the @¡s.
The growth rate does not exceed the long-term average growth rate for the business in which the @¡ operates.
11 Intangible assets
Patents and
Trademarks
Customer
Computer
Total
licences
list
software
£ million
£ million
£ million
£ million
£ million
Cost
Balance at 28 February 2022
0.6
115.6
8.1
53.2
177.5
Additions
0.4
-
-
31.7
32.1
Disposals
-
-
-
(1.7)
(1.7)
Balance at 28 February 2023
1.0
115.6
8.1
83.2
207.9
Additions
0.3
-
-
31.9
32.2
Disposals
-
-
-
-
-
Balance at 29 February 2024
1.3
115.6
8.1
115.1
240.1
Accumulated amortisation
Balance at 28 February 2022
0.6
26.0
6.8
15.6
49.0
Amortisation for year
-
11.5
0.7
16.9
29.1
Disposals
-
-
-
(1.7)
(1.7)
Balance at 28 February 2023
0.6
37.5
7.5
30.8
76.4
Amortisation for year
0.1
7.8
0.6
28.5
37.0
Impairment of intangible assets
-
22.4
-
-
22.4
Disposals
-
-
-
-
-
Balance at 29 February 2024
0.7
67.7
8.1
59.3
135.8
Net book value
At 28 February 2022
-
89.6
1.3
37.6
128.5
At 28 February 2023
0.4
78.1
0.6
52.4
131.5
At 29 February 2024
0.6
47.9
-
55.8
104.3
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
154
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
154
Short leasehold properties
£ million
Cost
Balance at 28 February 2022
77.9
Additions
103.1
Balance at 28 February 2023
181.0
Additions
3.8
Exchange differences
(6.2)
Disposals
(0.1)
Balance at 29 February 2024
178.5
Accumulated depreciation
Balance at 28 February 2022
28.2
Depreciation for year
12.8
Impairment of assets
3.6
Balance at 28 February 2023
44.6
Depreciation for year
14.3
Impairment of assets
34.2
Exchange differences
(0.2)
Balance at 29 February 2024
92.9
Net book value
At 28 February 2022
49.7
At 28 February 2023
136.4
At 29 February 2024
85.6
The amounts of depreciation included in the statement of comprehensive income in distribution costs is £10.0
million (2023̇ £4.6 million) and in administrative expenses is £4.3 million (2022̇ £8.2 million). The amounts of
impairment included in the statement of comprehensive income in distribution costs is £34.2 million (2022̇ £3.6
million) and in administrative expenses is £nil (2023̇ £nil).
The assets impaired relate to short leasehold properties at facilities that are no longer in use. The residual value of
the impaired assets is £nil.
ome leases contain breaĦ clauses or extension options to provide operational fl exibility. otential future
undiscounted lease payments not included in the reasonably certain lease term and, hence, not included in right-
of-use assets or lease liabilities, total £2.3 million (2023̇ £2.3 million).
13 Right-of-use assets
12 Property, plant and equipment
Short
Fixtures
Computer
Motor
Land &
Total
leasehold
and equipment
vehicles
buildings
alterations
fi ttings
£ million
£ million
£ million
£ million
£ million
£ million
Cost
Balance at 28 February 2022
26.5
230.5
12.3
1.0
136.3
406.6
Additions
5.5
50.6
3.0
-
-
59.1
Exchange differences
-
-
-
-
0.3
0.3
Disposals
(0.2)
(1.8)
(0.5)
-
(0.5)
(3.0)
Balance at 28 February 2023
31.8
279.3
14.8
1.0
136.1
463.0
Additions
3.5
28.2
0.9
-
-
32.6
Exchange differences
-
(0.7)
-
-
(0.3)
(1.0)
Disposals
(0.3)
-
-
(0.1)
(1.2)
(1.6)
Balance at 29 February 2024
35.0
306.8
15.7
0.9
134.6
493.0
Accumulated depreciation
Balance at 28 February 2022
6.7
38.0
6.5
0.6
5.6
57.4
Depreciation charge for the year
2.2
18.2
3.5
0.2
2.6
26.7
Impairment of assets
1.6
8.2
-
-
-
9.8
Disposals
(0.2)
(1.8)
(0.5)
-
-
(2.5)
Balance at 28 February 2023
10.3
62.6
9.5
0.8
8.2
91.4
Depreciation charge for the year
2.7
24.8
3.3
0.1
2.8
33.7
Impairment of assets
-
19.1
-
-
-
19.1
Disposals
(0.3)
-
-
(0.1)
(0.1)
(0.5)
Balance at 29 February 2024
12.7
106.5
12.8
0.8
10.9
143.7
Net book value
At 28 February 2022
19.8
192.5
5.8
0.4
130.7
349.2
At 28 February 2023
21.5
216.7
5.3
0.2
127.9
371.6
At 29 February 2024
22.3
200.3
2.9
0.1
123.7
349.3
The amounts of depreciation included in the statement of comprehensive income in distribution costs is £22.˫
million (2023̇ £16.0 million) and in administrative expenses is £10.8 million (2022̇ £10.7 million). The amounts of
impairment included in the statement of comprehensive income in distribution costs is £1˫.1 million (2023̇ £3.3
million) and in administrative expenses is £nil (2023̇ £6.5 million).
The assets impaired relate to leasehold alterations and fi xtures and fi ttings located in facilities which are no longer
in use, where the assetş value in use has been determined to be lower than the carrying value. Assets have been
impaired to their estimated recoverable amount, being the lower of value in use or fair value less costs of disposal.
The residual value of the impaired assets is £nil.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
156
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
156
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
Name of company
Principal activity
Country of
Address
Percentage
incorporation
ownership
Direct investment
Boohoo Holdings Limited
Holding
UK
49–51 Dale St, Manchester
100%
Indirect investments
21Three Clothing Company Limited
Dormant
UK
49–51 Dale St, Manchester
100%
Boo Who Limited
Dormant
UK
49–51 Dale St, Manchester
100%
æoohoo France
darĦeting offi ce
France
1˧̆ ue achaumont̆ aris
1ˢˢͬ
æoohoo Germanƈ GmæF
darĦeting offi ce
Germanƈ
ucholsĦƈstrasse 13̆ erlin
1ˢˢͬ
æoohoo Italƈ srl
dmin offi ce
Italƈ
¶ia anţntonio n. 3ˢ̆ rato
1ˢˢͬ
æoohoo.com ustralia tƈ \td
darĦeting offi ce
ustralia
˦˨˪ t Zilda oad̆ delæourne
1ˢˢͬ
boohoo.com UK Limited
Trading
UK
49–51 Dale St, Manchester
100%
æoohoo.com ¡ Inc
darĦeting offi ce
¡
˪˦31 delrose l̆ \os ngeles
1ˢˢͬ
boohoo.com USA Limited
Dormant
UK
49–51 Dale St, Manchester
100%
boohooMAN.com UK Limited
Dormant
UK
9–51 Dale St, Manchester
100%
BoohooPLC.com Inc
Warehouse
USA
49–51 Dale St, Manchester
100%
Boohoo Property Holdings Limited
Property
Jersey
44 Esplanade, St Helier, Jersey
100%
Boohoo Property Holdings 2 Limited
Property
UK
49–51 Dale St, Manchester
100%
oohoo urĦeƈ
ourcing offi ce
urĦeƈ
ˤˢ ahcelievler̆ Istanæul 3˦1˫˩
1ˢˢͬ
Burton Online Limited
Trading
UK
49–51 Dale St, Manchester
100%
CoastLondon.com Limited
Trading
UK
49–51 Dale St, Manchester
100%
Debenhams Brands Limited
Trading
UK
49–51 Dale St, Manchester
100%
Debenhams DBZ Limited
Trading
UK
49–51 Dale St, Manchester
100%
Debenhams Holdings Limited
Holding
UK
49–51 Dale St, Manchester
100%
Dorothy Perkins Online Limited
Trading
UK
49–51 Dale St, Manchester
100%
Faith.com Online Limited
Dormant
UK
49–51 Dale St, Manchester
100%
Karenmillen.com Limited
Trading
UK
49–51 Dale St, Manchester
100%
Maine.com Online Limited
Dormant
UK
49–51 Dale St, Manchester
100%
Mantaray.com Online Limited
Dormant
UK
49–51 Dale St, Manchester
100%
MissPap UK Limited
Trading
UK
49–51 Dale St, Manchester
100%
MyBBuy.com
Dormant
UK
49–51 Dale St, Manchester
100%
Nasty Gal Limited
Trading
UK
49–51 Dale St, Manchester
100%
NastƈGal.com ¡ Inc
darĦeting offi ce
¡
ˤ13˧ aƈ treet̆ \os ngeles
1ˢˢͬ
Oasis Fashions Online Limited
Trading
UK
49–51 Dale St, Manchester
100%
Pancorp1 Limited
Dormant
UK
49–51 Dale St, Manchester
100%
rettƈ\ittlehing.com France
darĦeting offi ce
France
˪1 ue eaumur̆ ˩˧ˢˢˤ̆ aris
1ˢˢͬ
PrettyLittleThing.com Limited
Trading
UK
49–51 Dale St, Manchester
100%
rettƈ\ittlehing.com ¡ Inc
darĦeting offi ce
¡ 1ˤˢ˫ mrange treet̆ ·ilmington
1ˢˢͬ
Principles.com Online Limited
Dormant
UK
49–51 Dale St, Manchester
100%
RedHerring.com Online Limited
Dormant
UK
49–51 Dale St, Manchester
100%
Shanghai Wasabi Frog Trading Co Limited
Trading
China
828–838 Zhangyang Rd.,
100%
Shanghai, China
Wallis Online Limited
Trading
UK
49–51 Dale St, Manchester
100%
Warehouse Fashions Online Limited
Trading
UK
49–51 Dale St, Manchester
100%
15 Investments
The subsidiaries held and consolidated in these fi nancial statements are set out beloẇ
2024
2023
£ million
£ million
Sales (for the period 18/07/2023 – 29/02/2024)
122.3
-
rofi t after taƇ (for the period 1˪/ˢ˩/ˤˢˤ3 ̘ ˤ˫/ˢˤ/ˤˢˤ˦)
11.3
-
Group share in %
27.13%
-
Group share in £ million (for the period 18/07/2023 – 29/02/2024)
3.1
-
Total non-current assets
17.4
-
Total current assets
98.1
-
Total current liabilities
(71.1)
-
Total non-current liabilities
(41.7)
-
Net assets
2.7
-
¡nder the eřuity accounting reřuirements of IA 28 the group̧s share of the results of associate is included in the
carrying value of the associate in the group statement of fi nancial position and included within the group income
statement using the eřuity method of accounting.
et out below is the material associate of the group. The entity listed below has share capital consisting of ordinary
shares, which are held directly by the group. The country of incorporation or registration is the principal place of
business, and the proportion of ownership interest is the same as the proportion of voting rights held.
The table below provides the summarised profi t and loss and balance sheet for E¶B. As at the date of publishing
these fi nancial statements E¶B̧s results for the period 18th Xuly 2023 to 2˫ ?ebruary 2024 have not been publicly
disclosed by E¶B and the audit of E¶B̧s fi nancial statements for the year ended 2˫ ?ebruary 2024 has begun
but not been completed by E¶B̧s auditors. The group has reviewed analyst notes prepared by E¶B̧s NmdAD,
\iberum dated 27 darch 2024, the management accounts of E¶B for the period ending 2˫ ?ebruary 2024 and
post year end N notes published by E¶B. These estimated results have been amended to refl ect adjustments
made by the group when using the eřuity method, including fair value adjustments and modifi cations for
differences in accounting policy.
Investment in associate
£ million
Cost
Balance at 28 February 2023
-
Additions at fair value
26.5
Share of results of associate
3.1
Balance at 29 February 2024
29.6
Impairment
Balance at 28 February 2023
-
Impairment charge
-
Balance at 29 February 2024
-
Net book value
At 28 February 2023
-
At 29 February 2024
29.6
% Carrying
ownership
amount
Nature of
Country of
2024
2023
2024
2023
relationship
incorporation
%
%
£ million
£ million
Revolution Beauty
Associate,
UK
27.13%
-
29.6
-
Group plc (̤*¶ ̥)
supplier
14 Investment in associate
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
158
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
158
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
2024
2023
£ million
£ million
Trade receivables
17.8
17.6
Prepayments
11.2
13.9
Accrued income
1.2
5.5
30.2
37.0
2024
2023
£ million
£ million
At start of year
330.9
101.3
Net movement during year
(97.1)
227.9
Effect of exchange rates
(3.8)
1.7
At end of year
230.0
330.9
2024
2023
£ million
£ million
Due within 30 days
16.7
17.6
Provision for impairment
(1.6)
(1.6)
Due in 31 to 90 days
4.6
4.3
Provision for impairment
(1.9)
(2.8)
Past due
1.5
0.1
Provision for impairment
(1.5)
-
Total amounts due and past due
22.8
22.0
Total provision for impairment
(5.0)
(4.4)
17.8
17.6
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.
·here specifi c trade receivables are not considered to be at risĦ and reřuiring a provision, the trade receivables
impairment provision is calculated using the simplifi ed approach to the expected credit loss model, based on the
following percentageṡ
There is no material credit risĦ associated with the cash at banĦ due to the healthy credit ratings of the banĦs of
BBB͜ and higher.
The provision for impairment of receivables is charged to administrative expenses in the statement of comprehensive
income. The maturing profi le of unsecured trade receivables and the provisions for impairment are as followṡ
2024
2023
Age of trade receivable
%
%
60–90 days past due
1
1
91–120 days past due
5
5
Over 121 days past due
90
90
Assets
Unused
Depreciation Share-based
Total
tax losses
in excess of
payments
capital
allowances
£ million
£ million
£ million
£ million
Asset at 28 February 2022
7.5
-
-
7.5
Recognised in statement of comprehensive income
15.0
-
1.0
16.0
Asset at 28 February 2023
22.5
-
1.0
23.5
Recognised in statement of comprehensive income
6.4
-
2.2
8.6
Debit in equity
-
-
-
-
Asset at 29 February 2024
28.9
-
3.2
32.1
Liabilities
Business
Capital Share-based
Total
combinations
allowances
payments
in excess of
depreciation
£ million
£ million
£ million
£ million
Liability at 28 February 2022
(0.8)
(22.5)
(2.0)
(25.3)
Recognised in statement of comprehensive income
0.1
(1.0)
2.0
1.1
Liability at 28 February 2023
(0.7)
(23.5)
-
(24.2)
Recognised in statement of comprehensive income
0.2
7.2
-
7.4
Debit in equity
-
-
-
-
Liability at 29 February 2024
(0.5)
(16.3)
-
(16.8)
2024
2023
£ million
£ million
Finished goods
196.2
160.2
Finished goods – returns
11.8
17.9
208.0
178.1
ecognition of the deferred tax assets is based upon the expected generation of future taxable profi ts. The
deferred tax liability will reverse in more than one yeaŗs time as the intangible assets are amortised. Deferred tax is
calculated at 25% as enacted from April 2023 by the ¡Z @overnment.
The value of inventories included within cost of sales for the year was £70˫.6 million (2023̇ £872.0 million). The
fi nished goods returns is the estimated value of stocĦ at customers but expected to be returned. An impairment
provision of £18.5 million (2023̇ £21.6 million) was charged to the statement of comprehensive income. There were
no write-bacĦs of prior period provisions during the year.
18 Trade and other receivables
16 Deferred tax
17 Inventories
19 Cash and cash equivalents
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
160
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
160
22 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.
The RCF is unsecured against the company’s assets and includes fi nancial covenants relating to interest cover and
adjusted leverage.
Terms and debt repayment schedule
Revolving credit facility
GB£
SONIA CIA
2025
75.0
75.0
Revolving credit facility
GB£
SONIA CIA
2026
250.0
250.0
325.0
325.0
Currency
Nominal
interest rate
Year of
maturity
2024
£ million
2023
£ million
Balance 28
February
2023
£ million
Cash fl ow
from
fi nancing
activities
£ million
Additions,
disposals
and
exchange
diff erences
£ million
Statement
of
comprehen-
sive
income
£ million
Movement
in retained
earnings
and other
reserves
£ million
Balance at
29 February
2024
£ million
Equity
400.0
(15.2)
-
(122.6)
17.5
279.7
Leases
138.6
(16.9)
(2.7)
2.9
-
121.9
Bank borrowings
325.0
(15.9)
-
15.9
-
325.0
863.6
(48.0)
(2.7)
(103.8)
17.5
723.5
Reconciliation of movements in cash fl ows from fi nancing activities to movements in liabilities:
Movement in interest-bearing loans and borrowings
Opening balance
325.0
100.0
Increase of borrowings
-
225.0
Interest expense
18.3
9.6
Interest paid and accrued
(18.3)
(9.6)
Capital repaid
-
-
Closing balance
325.0
325.0
2024
£ million
2023
£ million
Cash and cash equivalents
230.0
330.9
Interest bearing loans and borrowings
(325.0)
(325.0)
Net (debt) / cash and cash equivalents
(95.0)
5.9
2024
£ million
2023
£ million
Reconciliation of net debt:
21 Provisions
Provision at 28 February 2023
10.0
37.6
12.1
59.7
Movements in provision charged/(credited)
to income statement:
Prior year provision utilised
-
(37.6)
(10.3)
(47.9)
Increase in provision in current year
-
25.1
-
25.1
Exchange diff erences
(0.5)
-
-
(0.5)
Provision at 29 February 2024
9.5
25.1
1.8
36.4
Dilapidations
£ million
Returns
£ million
Claims
£ million
Total
£ million
Trade payables include £7.6m (2023: £nil) that suppliers have chosen to early-fund under supplier fi nancing arrangements. The
supplier fi nancing arrangement does not change the suppliers agreed payment terms directly with the group.
The fair value of trade payables is not materially diff erent from the carrying value.
The dilapidation provision represents the estimated exit cost of leased premises and is expected to unwind in more than ten
years. Returns provision represents the revenue reduction of estimated customer returns, which occur over the two-to-three
months after the date of sale; and the claims represents the estimate of claims against the group that are expected to settle in
the period within nine-to-twelve months after the year end.
20 Trade and other payables
Trade payables
114.3
82.0
Other creditors
28.8
17.0
Accruals
110.0
125.6
Deferred income
11.6
15.9
Taxes and social security payable
29.9
19.8
294.6
260.3
2024
£ million
2023
£ million
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
162
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
162
27 Related party disclosures
Company transacting
2024
2023
Related party
with the related party
Nature of relationship
£ million
£ million
Amounts included in the
statement of fi nancial position
Inventories
Revolution Beauty Group plc
boohoo.com UK Limited
Associate
0.1
-
Revolution Beauty Group plc
PrettyLittleThing.com Limited
Associate
0.1
-
Lease liabilities
Kamani Commercial Property Limited
boohoo.com UK Limited
Common directors and shareholders
-
0.6
Kamani Commercial Property Limited
PrettyLittleThing.com Limited
Common directors and shareholders
0.3
0.4
Amounts included in the statement
of comprehensive income
Cost of sales
Revolution Beauty Group plc
boohoo.com UK Limited
Associate
0.3
-
Revolution Beauty Group plc
PrettyLittleThing.com Limited
Associate
0.5
Administrative expenses
The Pinstripe Property Investment
Co. Limited
PrettyLittleThing.com Limited
Common directors and shareholders
-
0.1
Pinstripe Hong Kong Limited
boohoo.com UK Limited
Common directors and shareholders
0.1
-
Depreciation – right-of-use assets
Kamani Commercial Property Limited
boohoo.com UK Limited
Common directors and shareholders
0.8
0.8
Kamani Commercial Property Limited
PrettyLittleThing.com Limited
Common directors and shareholders
0.2
0.1
The translation reserve arises from the movement in the revaluation of subsidiary balance sheets in foreign currencies; the capital
redemption reserve arose from a capital reconstruction in 2014; the reconstruction reserve arose on the impairment of the
carrying value of the subsidiary company in 2014 at that date; the acquisition of the non-controlling interest in PrettyLittleThing
is the excess of consideration paid over the carrying value of the non-controlling interest as at the date of acquisition in May
2020 adjusted during the year for the cancellation of the shares to be issued (note 25); and the revaluation gain on transition
of investment to associate arose in July 2023 when signifi cant infl uence was determined to have been obtained over Revolution
Beauty Group plc, with the equity accounting requirements of IAS 28 being applied from this date.
As at 29 February 2024 the issuing condition had not been met and could not have been met before the longstop date of 14 March
2024. As a result the shares to be issued have been derecognised and recycled through Other reserves (note 26) alongside the
reserves created upon acquisition of the non-controlling interest in PrettyLittleThing.com Limited.
2024
2023
£ million
£ million
Translation reserve
(0.8)
(0.8)
Capital redemption reserve
0.1
0.1
Reconstruction reserve
(515.3)
(515.3)
Acquisition of non-controlling interest in PrettyLittleThing.com Limited
(249.4)
(281.3)
Revaluation gain on transition of investment to associate
10.2
-
Proceeds from issue of growth shares in boohoo holdings Limited
0.8
0.8
(754.4)
(796.5)
26 Other reserves
The shares to be issued represents the fair value of the contingent shares to be issued to the non-controlling interests of
PrettyLittleThing.com Limited, in accordance with the acquisition agreement entered into and announced on 28 May 2020. Under this
agreement, 16,112,331 Ordinary Shares in boohoo group plc were to be issued subject to the group’s share price averaging 491 pence
per share over a six-month period, up until a longstop date of 14 March 2024. If this was not met, the consideration was to lapse.
2024
2023
£ million
£ million
-
31.9
25 Shares to be issued
During the year, a total of 7.0 million shares were issued under the share incentive plans (2023: 4.2 million). On 8 February 2024,
206,309 (2023: 99,824) 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 effi ciency improvements of the business and for suitable business acquisitions (2023: £nil).
2024
2023
£ million
£ million
1,268,865,215 authorised and fully paid ordinary shares of 1p each
12.7
12.7
(2023: 1,268,333,43)
24 Share capital
2024
2023
£ million
£ million
Opening balance
138.6
51.9
Interest accrued
2.9
1.7
Cash fl ow lease payments
(16.9)
(12.0)
Additions
3.8
97.0
Disposals
(0.1)
-
Exchange diff erences
(6.4)
-
Closing balance
121.9
138.6
The lease liabilities relate to leasehold properties.
2024
2023
£ million
£ million
Current lease liability
9.5
12.1
Non-current lease liability
112.4
126.5
Total
121.9
138.6
Movement in lease liabilities:
29 February 2024
Lease payments
12.0
18.9
29.1
52.0
26.2
138.2
Finance charges
(2.5)
(2.5)
(5.2)
(4.9)
(1.2)
(16.3)
Net present value
9.5
16.4
23.9
47.1
25.0
121.9
Minimum lease
payments due
Within
1 year
1-2 years
£ million
2-5 years
£ million
5-10 years
£ million
More than
10 years
£ million
Total
£ million
23 Lease liabilities
Kamani Commercial Property Limited has been the lessor of boohoo’s and PrettyLittleThing’s head offi ce buildings in
Manchester since the IPO in 2014.
Related party transactions are considered to be on arm’s length commercial terms.
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
164
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
164
The investments in equity instruments are classed as Level 3 investments under the fair value hierarchy and are fi nancial
instruments that are diffi cult to value because they do not have an active market. The fair value considerations of these
investments are, typically, highly judgemental and are valued using models and assumptions based on inputs that are not readily
observable. The fair value of these non-listed equity investments has been estimated using a discounted cash fl ow model and
recent funding rounds. Where insuffi cient, more recent, information is available to measure fair value, or if there is a wide range
of possible fair value measurements, then cost is used as the best estimate of fair value if it falls within that range. Investments
in equity instruments are held at fair value through other comprehensive income and this election was made at initial recognition.
The following table presents the changes in Level 3 investments:
2024
2023
£ million
£ million
At the beginning of the year
15.3
-
Addition of fi nancial assets at fair value through other comprehensive income
1.3
15.3
Gains recognised through other comprehensive income
10.2
-
Disposal of fi nancial assets at fair value through other comprehensive income
-
-
Transfers into/(out of) Level 3 investments
(26.5)
-
At the end of the year
0.3
15.3
The following table summarises the Level 3 investments held:
2024
2023
£ million
£ million
27.13% investment in Revolution Beauty Group plc (2023: 26.47%)
-
15.0
8.51% investment in PrimaTrade Systems Limited (2023: 8.51%)
0.3
0.3
0.3
15.3
28 Financial instruments
(a) Fair values of fi nancial instruments
Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash fl ows, discounted at the market
rate of interest at the reporting date if the eff ect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash fl ows, discounted at the market rate
of interest at the reporting date if the eff ect 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 fl ows, 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 fl ows, discounted at the market rate of
interest at the reporting date.
Cash fl ow hedges
Fair value is calculated using forward interest rate points to restate the hedge to fair market value.
Foreign exchange rates
The key currency exchange rates used in the fi nancial statements are:
The impact of any reasonable fl uctuations in the exchange rates used to translate assets and liabilities at the year end is not
considered to be material and has, therefore, not been disclosed.
Investments in equity instruments
During the year ended 28 February 2023 26.47% of the issued share capital of Revolution Beauty Group plc (“REVB”) was
acquired. The equity accounting requirements of IAS 28 (Investments in associates and joint ventures) were considered and it
was determined that signifi cant infl uence did not exist either at the time of initial recognition or as at 28 February 2023. The
equity investment was accounted for as a fi nancial asset under IFRS 9 with the option taken to hold at fair value through other
comprehensive income, as irrevocably designated at the date of recognition.
On 18th July 2023 the group entered into a settlement agreement with REVB resulting in the reconstitution of the REVB board.
The group also increased its shareholding in REVB to 27.13%. The equity accounting requirements of IAS 28 were reconsidered
and it was determined that signifi cant infl uence did exist as a result of the settlement agreement, access to accounting records
and the reconstitution of the REVB board (including the appointment of Neil Catto, former group CFO and NED, and Alistair
McGeorge, who remains a NED on the group’s board). As a result the investment has been accounted for as an associate
under IAS 28 from 18th July 2023. The investment, which was previously accounted for under IFRS 9, was derecognised and
the cumulative gain recognised in other comprehensive income of £10.2m was reclassifi ed to profi t or loss as a revaluation
adjustment.
USD closing rat
1.26326
1.20945
USD year average rate
1.25200
1.21444
EUR closing rate
1.16895
1.14074
EUR year average rate
1.15514
1.16249
AUD closing rate
1.94262
1.79328
AUD year average rate
1.90028
1.75793
2024
2023
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
166
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
166
(b) Credit risk
Financial risk management
Credit risk is the risk of fi nancial loss to the group if a customer or counterparty to a fi nancial instrument fails to meet its
contractual obligations and arises, principally, from the group’s receivables from customers and hedging and other fi nancial
activities.
The group has no signifi cant concentration of credit risk, as exposure is spread over a large number of counterparties and
customers. 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 with which the group has long-standing
relationships. 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 fi nancial obligations as they fall due.
The group manages its exposure to liquidity risk by continuously monitoring short- and long-term forecasts and actual cash fl ows
and ensuring it has the necessary banking and reserve borrowing facilities available to meet the requirements of the business.
The maturity profi le of the group’s borrowings is included in note 22, of the group’s lease liabilities is included in note 23, and of
derivative liabilities included within the foreign currency risk section of this note.
Inputs
Hierarchy level
Valuation methodology
Financial instruments
Fair value hierarchy
Financial instruments carried at fair value are required to be measured by reference to the
following levels under IFRS 13 “Fair Value Measurement”:
2024
2023
£ million
£ million
Financial assets
At amortised cost:
Cash and cash equivalents
230.0
330.9
Trade receivables
17.8
17.6
Accrued income
1.2
5.5
At fair value through profi t or loss:
Cash fl ow hedges
0.6
0.2
At fair value through other comprehensive income:
Cash fl ow hedges
2.7
1.2
Equity investments
0.3
15.3
252.6
370.7
2024
2023
£ million
£ million
Financial liabilities
At amortised cost:
Trade payables
114.3
82.0
Other creditors
28.8
17.0
Accruals
110.0
125.6
Provisions
36.4
59.7
Interest-bearing loans and borrowings
325.0
325.0
Lease liabilities
121.9
138.6
At fair value through profi t or loss:
Cash fl ow hedges
1.0
14.5
At fair value through other comprehensive income:
Cash fl ow hedges
-
3.4
737.4
765.8
Fair values
Inputs other than quoted prices
included within Level 1 that
are observable for the asset or
liability, either directly (i.e. as
prices) or indirectly (i.e. derived
from prices)
Level 2
Valuation techniques include
forward pricing and swap
models using net present value
calculation of future cash fl ows.
The model inputs include the
foreign exchange spot and
forward rates, yield curves of the
respective currencies, currency
basis spreads between the
respective currencies and interest
rate curves.
Derivative fi nancial instruments –
cash fl ow hedges
Inputs for the asset or liability
that are not based on observable
market data
Level 3
The fair value of these equity
investments has been estimated
using a discounted cash fl ow
model and recent funding
rounds. Where insuffi cient, more
recent, information is available to
measure fair value, or if there is a
wide range of possible fair value
measurements, then cost is used
as the best estimate of fair value
if it falls within that range.
Investments in equity instruments
at fair value through other
comprehensive income
Quoted prices in active markets
for identical assets or liabilities
Level 1
Quoted prices in active markets
for identical assets or liabilities
Investments in equity instruments
at fair value through other
comprehensive income
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
168
Currency
1–6
7–12
13–18
19–24
More than
Total
months
months
months
months
2 years
USD
20.2
13.0
1.6
-
-
34.8
EUR
30.8
17.3
-
-
-
48.1
AUD
11.9
3.6
-
-
-
15.5
CAD
1.3
1.0
-
-
-
2.3
SEK
0.8
0.1
-
-
-
0.9
NZD
0.7
0.2
-
-
-
0.9
DKK
0.2
0.1
-
-
-
0.3
65.9
35.3
1.6
-
-
102.8
Currency
1–6
7–12
13–18
19–24
More than
Average
months
months
months
months
2 years
USD
1.2871
1.2308
1.2500
-
-
1.2644
EUR
1.1396
1.1272
-
-
-
1.1351
AUD
1.8319
1.8056
-
-
-
1.8258
CAD
1.6923
1.6000
-
-
-
1.6522
SEK
11.8750
15.0000
-
-
-
12.2222
NZD
2.1429
2.0000
-
-
-
2.1111
DKK
7.5000
12.0000
-
-
-
9.0000
Maturity of forward currency hedging instruments – notional amount £ million
(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 suffi cient 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 fl ow forecasts and projections. At 29 February 2024, the group
had capital of £184.7 million (2023: £405.9 million), comprising equity of £279.7 million
(2023: £400.0 million) and net debt of £95.0 million (2023 net cash: £5.9 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 fi nancial
instruments in the form of forward foreign exchange contracts to hedge foreign currency
cash fl ows. The primary use of forward exchange and option contracts for sales, and
inventory purchases per the group’s hedging policy, is to layer hedges up to six quarters
into the future, with up to 90% coverage of the net unmatched exposure for the fi rst
quarter and coverage decreasing to a maximum of 20% between quarters four to six.
These forward foreign exchange contracts are classifi ed as Level 2 derivative fi nancial
instruments under IFRS 13 ‘Fair Value Measurement’.
The fair value of forward foreign exchange contracts recognised in the statement of
fi nancial position within fi nancial assets at 29 February 2024 was £3.3 million (2023: £1.4
million) and within fi nancial liabilities was £1.0 million (2023: £17.9 million). The non-current
element of the fi nancial assets is £nil (2023: £0.3 million) and of fi nancial liabilities is £nil
(2023: £2.2 million). Cash fl ows related to these contracts will occur during the two years to
28 February 2026.
Hedge eff ectiveness is determined at inception of the hedge relationship and through
periodic prospective eff ectiveness assessments to ensure that the economic relationship,
as per the group’s hedging policy, exists between the hedged item and hedging
instrument. The derivatives have been fair valued at 29 February 2024 with reference to
forward exchange rates and option pricing models that are quoted in an active market, with
the resulting value discounted back to present value. Hedge ineff ectiveness may occur
due to:
• Fluctuation in volume of hedged item caused due to operational changes
• Index basis risk of hedged item vs hedging instrument
• Credit risk as a result of deterioration of credit profi le of the counterparties
Hedge ineff ectiveness in relation to designated hedges was negligible during the year
ended 29 February 2024 and year ended 28 February 2023. In the year ended 28 February
2023, hedge accounting was discontinued on ineff ective cash fl ow hedge contracts, and a
total of £14.3m was reclassifi ed to the statement of comprehensive income.
The total amount recognised in other comprehensive income during the year is a
gain of £7.4 million (2023: £28.7 million loss) and the amount reclassifi ed from other
comprehensive income to profi t and loss in revenue during the year is a gain of £2.4 million
(2023: £16.2 million loss).
Average rate of forward currency hedging instruments – GBP: currency
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
168
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
170
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
170
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.
Long-Term Incentive Plan (“LTIP”)
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 fi nancial years. Options may be granted by either the board or the
trustees of the Employee Benefi t Trust. The vesting conditions are disclosed in the Directors Remuneration Report.
The weighted average share price at date of exercise of shares exercised during the year was 32.1 pence (2023: 40.2 pence). The weighted
average remaining of contractual life of outstanding options at the end of the year was 6.4 years (2023: 6.7 years).
The group recognised a total expense of £17.5 million during the year (2023: £32.0 million) relating to equity-settled share-based payment
transactions.
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 fi nancial 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 (former 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 fi nancial years 2016 to 2020. The 2016 to 2024 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 Benefi t Trust.
30/06/16
404,822
-
-
-
404,822
1.00 30/06/19–30/06/26
13/06/17
159,783
-
-
-
159,783
1.00
13/06/20–13/06/27
28/06/18
345,146
-
-
(20,861)
324,285
1.00 28/06/21–28/06/28
03/10/18
94,267
-
-
-
94,267
1.00
03/10/21–03/10/28
30/04/19
693,977
-
-
(117,773)
576,204
1.00 30/04/22–30/04/29
03/11/20
2,095,972
-
(2,095,972)
-
-
1.00
03/11/23–03/11/30
13/07/21
1,799,071
-
(269,778)
-
1,529,293
1.00
13/07/24–13/07/31
01/03/22
896,555
-
25,000
(31,218)
890,337
1.00 01/03/25–01/03/32
01/07/22
22,470,425
-
(3,489,223)
-
18,981,202
1.00
01/07/25–01/07/32
28,960,018
-
(5,829,973)
(169,852)
22,960,193
Date of grant
28 February
2023
no. of shares
Granted
during the
year
no. of shares
Lapsed
during the
year
no. of shares
Exercised
during the
year
no. of shares
29 February
2024
no. of shares
Exercise price
pence
Exercise period
14/03/14
431,800
-
(10,140)
-
421,660
50.00
14/03/17–14/03/24
22/05/15
171,496
-
-
(5,000)
166,496
25.75
22/05/18–22/05/25
09/06/16
239,007
(28,365)
-
210,642
57.75 09/06/19–09/06/26
13/06/17
879,665
-
(147,732)
-
731,933
244.50
13/06/20–13/06/27
28/06/18
2,747,985
-
(425,000)
-
2,322,985
201.95
28/06/21–28/06/28
30/04/19
24,278
-
-
-
24,278
266.95 30/04/22–30/04/29
23/07/19
5,493,439
-
(967,500)
-
4,525,939
219.65
23/07/22–23/07/29
03/11/20
8,589,326
-
(1,729,472)
-
6,859,854
272.95
03/11/23–03/11/30
13/07/21
10,853,495
-
(2,399,537)
-
8,453,958
289.45
13/07/24–13/07/31
17/05/22
4,817,058
-
(76,837)
(1,868,217)
2,872,004
1.00
17/05/23–17/05/32
01/07/22
4,957,680
-
(798,457)
-
4,159,223
1.00
01/07/25–01/07/32
17/05/23
-
6,512,920
(431,051)
(1,803,540)
4,278,329
1.00
17/05/24–17/05/33
28/06/23
-
17,718,008
(997,977)
(451,695)
16,268,336
1.00 28/06/26–28/06/33
39,205,229
24,230,928
(8,012,068)
(4,128,452)
51,295,637
Date of grant
28 February
2023
no. of shares
Granted
during the
year
no. of shares
Lapsed
during the
year
no. of shares
Exercised
during the
year
no. of shares
29 February
2024
no. of shares
Exercise
price
pence
Exercise period
The ESOP options were valued using the Black–Scholes model. The inputs into the model were as follows:
Grant date
14/03/14
22/05/15 09/06/16
13/06/17
28/06/18 30/04/19
23/07/19
Share price at grant date
50.00
25.75
57.75
244.50
201.95
245.70
219.65
Exercise price
50.00
25.75
57.75
244.50
201.95
266.95
219.65
Number of employees
7
8
14
40
108
4
176
Shares under option
421,660
166,496
210,642
731,933
2,322,985
24,278 4,525,939
Vesting period (years)
3
3
3
3
3
3
3
Expected volatility
33.33%
36.33%
36.75%
40.85%
44.17%
43.14%
41.85%
Option life (years)
10
10
10
10
10
10
10
Expected life (years)
3
3
3
3.5
3.5
3.5
3.5
Risk-free rate
0.976%
0.966%
0.523%
0.192%
0.723%
0.787%
0.434%
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
0%
0%
0%
Possibility of ceasing employment before vesting
26%
16%
30%
33%
38%
19%
43%
Expectations of meeting performance criteria
78%
100%
100%
100%
100%
85%
100%
Fair value per option (pence)
11.93
6.64
14.76
73.35
66.47
72.39
68.06
Grant date
03/11/20
13/07/21
17/05/22
01/07/22
17/05/23 28/06/23
Share price at grant date
272.95
289.45
79.66
54.92
41.05
34.57
Exercise price
272.95
289.45
1.00
1.00
1.00
1.00
Number of employees
244
334
428
158
139
41
Shares under option
6,859,584
8,453,958 2,872,004
4,159,223
4,278,329 16,268,336
Vesting period (years)
3
3
1
3
1
3
Expected volatility
36.56%
36.56%
64.98%
69.99%
72.42%
69.20%
Option life (years)
10
10
10
10
10
10
Expected life (years)
3.5
3.5
1.5
3.5
1.5
3.5
Risk-free rate
0.075%
0.175%
1.456%
1.653%
3.804%
4.925%
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
0%
0.0%
Possibility of ceasing employment before vesting
53%
56%
10%
48%
28%
28%
Expectations of meeting performance criteria
100%
100%
100%
100%
100%
100%
Fair value per option (pence)
3.31
78.11
78.68
53.98
40.11
33.73
Outstanding at 28 February 2022
43,562,794
7,711,257
21,130,006
8,087,869
80,491,926
156.75
Granted during the year
13,291,981
24,359,225
-
32,160,360
69,811,566
13.80
Lapsed during the year
(15,100,235)
(2,573,565)
(6,657,142)
(9,529,902)
(33,860,844)
147.48
Exercised during the year
(2,549,311)
(536,899)
(1,143,415)
-
(4,229,625)
5.68
Outstanding at 28 February 2023
39,205,229
28,960,018
13,329,449
30,718,327
112,213,023
74.70
Exercisable at 28 February 2023
9,987,670
1,697,995
1,447,611
91,434
13,224,710
125.01
Number of
shares
ESOP
LTIP
SIP
SAYE
Total
Weighted
average
exercise price
29 Share-based payments
Summary of movements in awards
Granted during the year
24,230,928
-
-
13,013,491
37,244,419
9.39
Lapsed during the year
(8,012,338)
(5,829,973)
(1,997,306)
(16,730,237)
(32,569,854)
61.48
Exercised during the year
(4,128,452)
(169,852)
(2,498,679)
(110,822)
(6,907,805)
1.20
Outstanding at 29 February 2024
51,295,367
22,960,193
8,833,464
26,890,759
109,979,783
61.53
Exercisable at 29 February 2024
18,135,521
1,559,361
989,294
23,953
20,708,129
162.58
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
172
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
172
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 Benefi t 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.
The SAYE options were valued using the Black–Scholes model. The inputs into the model were as follows:
Grant date
31/10/18
30/10/19
03/11/20
01/12/21
07/11/22
01/12/23
Share price at grant date
212.90
265.00
272.95
165.20
45.20
32.01
Exercise price
189.88
216.92
268.96
154.58
30.00
25.00
Number of employees
-
-
15
90
549
368
Shares under option
-
-
23,953
233,285
15,812,640
10,820,881
Vesting period (years)
3
3
3
3
3
3
Expected volatility
43.36%
40.39%
36.56%
36.56%
78.50%
54.57%
Option life (years)
3.5
3.5
3.5
3.5
3.5
3.5
Expected life (years)
3
3
3
3
3
3
Risk-free rate
0.760%
0.463%
0.075%
0.592%
3.275%
4.225%
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
0%
0%
Possibility of ceasing employment before vesting
45%
76%
99%
96%
60%
50%
Expectations of meeting performance criteria
100%
100%
100%
100%
100%
100%
Fair value per option (pence)
72.90
93.94
69.56
46.39
28.27
15.51
Expected volatility was based on 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.
14/03/14
79,325
-
-
(16,450)
62,875
nil
14/03/17–14/03/24
02/04/14
5,479
-
-
(5,479)
-
nil 02/04/17–02/04/24
19/06/15
169,257
-
-
(40,474)
128,783
nil
19/06/18–19/06/25
27/09/18
444,670
-
-
(145,672)
298,998
nil 27/09/21–27/09/28
25/07/19
748,880
-
-
(250,242)
498,638
nil 25/07/22–25/07/29
18/02/21
1,761,966
-
(275,642)
(459,818)
1,026,506
nil
18/02/24–18/02/31
13/01/22
10,119,872
-
(1,721,664)
(1,580,544)
6,817,664
nil
13/01/25–13/01/32
13,329,449
-
(1,997,306)
(2,498,679)
8,833,464
Date of grant
28 February
2023
no. of shares
Granted
during
the year
no. of shares
Lapsed
during
the year
no. of shares
Exercised
during
the year
no. of shares
29 February
2024
no. of shares
Exercise price
pence
Exercise period
The SIP options were valued using the Black–Scholes model. The inputs into the model were as follows:
Grant date
14/03/14
02/04/14
19/06/15
27/09/18
25/07/19
18/02/21
13/01/22
Share price at grant date
50.00
54.75
28.00
213.10
226.00
369.40
111.55
Exercise price
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Number of employees
12
-
40
321
566
1054
2174
Shares under option
62,875
-
128,783
298,998
498,638 1,026,506 6,817,664
Vesting period (years)
3
3
3
3
3
3
3
Expected volatility
33.33%
33.20%
35.89%
42.75%
41.77%
36.56%
36.56%
Option life (years)
10
10
10
10
10
10
10
Expected life (years)
3
3
3
3.5
3.5
3.5
3.5
Risk-free rate
0.976%
1.143%
0.979%
0.883%
0.462%
0.004%
0.896%
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
0%
0%
0%
Possibility of ceasing employment before vesting
44%
37%
31%
40%
38%
50%
50%
Expectations of meeting performance criteria
100%
100%
100%
100%
100%
100%
100%
Fair value per option (pence)
50.00
54.75
28.00
213.10
226.00
369.40
111.55
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 Benefi t 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 off er and are exercisable for a period of six months after
completion of the SAYE contract.
The LTIP options were valued using the Black–Scholes model. The inputs into the model were as follows:
Grant date
30/06/16
13/06/17
28/06/18
03/10/18
30/04/19
Share price at grant date
57.25
244.50
201.95
239.00
245.70
Exercise price
1.00
1.00
1.00
1.00
1.00
Number of employees
1
2
4
2
10
Shares under option
404,822
159,783
324,285
94,267
576,204
Vesting period (years)
3
3
3
3
3
Expected volatility
37.06%
40.85%
44.17%
43.37%
43.14%
Option life (years)
10
10
10
10
10
Expected life (years)
3
3.5
3.5
3.5
3.5
Risk-free rate
0.173%
0.192%
0.723%
0.869%
0.787%
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
0%
Possibility of ceasing employment before vesting
42%
32%
29%
27%
28%
Expectations of meeting performance criteria
100%
67%
75%
75%
85%
Fair value per option (pence)
56.26
243.51
200.97
238.03
244.73
Grant date
03/11/20
13/07/21 01/03/22
01/07/22
Share price at grant date
272.95
289.45
89.44
54.92
Exercise price
1.00
1.00
1.00
1.00
Number of employees
-
26
2
41
Shares under option
-
1,529,293
890,337 18,981,202
Vesting period (years)
3
3
1.5
3
Expected volatility
36.56%
36.56%
54.08%
69.99%
Option life (years)
10
10
10
10
Expected life (years)
3.5
3.5
1.8
3.5
Risk-free rate
0.075%
0.175%
0.746%
1.653%
Expected dividends expressed as a dividend yield
0%
0%
0%
0%
Possibility of ceasing employment before vesting
45%
32%
0%
39%
Expectations of meeting performance criteria
75%
50%
100%
50%
Fair value per option (pence)
271.95
288.46
88.45
53.98
31/10/18
189
-
(189)
-
-
189.88
31/10/21–30/04/22
30/10/19
91,245
-
(87,926)
(3,319)
-
216.92 30/10/22–30/04/23
03/11/20
132,101
-
(108,148)
-
23,953
268.96
03/11/23–03/05/24
01/12/21
776,912
-
(543,627)
-
233,285
154.58
01/12/24–01/06/25
07/11/22
29,717,880
-
(13,803,297)
(101,943)
15,812,640
30.00
01/12/25–01/06/26
01/12/23
-
13,013,491
(2,187,050)
(5,560)
10,820,881
25.00
01/12/26–01/06/27
30,718,327
13,013,491
(16,730,237)
(110,822)
26,890,759
Date of grant
29 February
2023
no. of shares
Granted
during the
year
no. of shares
Lapsed
during the
year
no. of shares
Exercised
during the
year
no. of shares
29 February
2024
no. of shares
Exercise price
pence
Exercise period
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
174
NOTES TO THE FINANCIAL STATEMENTS
(forming part of the fi nancial statements)
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
174
2020
2021
2022
2023
2024
£ million
£ million
£ million
£ million
£ million
Non-current assets
186.6
292.9
537.7
678.6
601.2
Current assets
382.9
483.0
460.7
547.1
474.2
Total assets
569.5
775.9
998.4
1,225.7
1,075.4
Equity attributable to the owners of the parent
310.6
472.5
464.3
400.0
279.7
Non-controlling interest
17.3
-
-
-
-
Current liabilities
217.9
285.7
461.7
337.8
332.0
Non-current liabilities
23.7
17.7
72.4
487.9
463.7
Total liabilities, capital and reserves
569.5
775.9
998.4
1,225.7
1,075.4
?iƁe-year ĈroŬp statemeıt oć fi ıaıcial positioı ̘ ŬıaŬdited
2020
2021
2022
2023
2024
£ million
£ million
£ million
£ million
£ million
Net cash generated from operating activities
115.7
162.8
10.3
136.7
1.9
Net cash used in investing activities
(43.8)
(283.4)
(261.5)
(103.3)
(54.8)
Net cash generated from/(used in) fi nancing activities (24.3)
151.2
76.5
196.2
(48.0)
Net movement in cash and cash equivalents
47.6
30.6
(174.7)
229.6
(100.9)
Opening cash and cash equivalents
197.8
245.4
276.0
101.3
330.9
Closing cash and cash equivalents
245.4
276.0
101.3
330.9
230.0
?iƁe-year ĈroŬp cash ƾ oƂ statemeıt ̘ ŬıaŬdited
2020
2021
2022
2023
2024
£ million
£ million
£ million
£ million
£ million
Revenue
1,234.9
1,745.3
1,982.8
1,768.7
1,461.0
Cost of sales
(568.6)
(800.1)
(941.7)
(873.5)
(704.9)
Gross profi t
666.3
945.2
1,041.1
895.2
756.1
Distribution costs
(278,3)
(422.0)
(516.5)
(447.9)
(431.5)
Administrative expenses
(297.3)
(400.1)
(515.3)
(529.7
(472.9)
Other income
0.2
1.0
0.1
0.2
1.3
Operating profi t/(loss)
90.9
124.1
9.4
(82.2)
(146.9)
Net fi nance income/(expense)
1.3
0.6
(1.6)
(8.5)
(13.0)
Profi t/(loss) after tax
92.2
124.7
7.8
(90.7)
(159.9)
Taxation
(19.3)
(31.3)
(11.8)
15.1
19.0
Profi t/(loss) after tax
72.9
93.4
(4.0)
(75.6)
(140.9)
Share of results of associate
-
-
-
-
3.1
Profi t/(loss) for the year
72.9
93.4
(4.0)
(75.6)
(137.8)
Other comprehensive income/(expense) for the year, net of income tax
Impact of adoption of IFRS 16
(0.4)
-
-
-
-
Net fair value gain/(loss) on cash fl ow hedges
(10.0)
24.5
(12.6)
(10.1)
3.8
Total comprehensive income/(loss) for the year
62.5
117.9
(16.6)
(85.7)
(134.0)
Total comprehensive income attributable to:
Owners of the parent
53.3
115.2
(16.6)
(85.7)
(137.1)
Non-controlling interests and associates
9.2
2.7
-
-
3.1
Total comprehensive income/(loss)
62.5
117.9
(16.6)
(85.7)
(134.0)
Earnings/(loss) per share
Basic
5.48p
7.43p
(0.32p)
(6.13p)
(11.48p)
Diluted
5.35p
7.25p
(0.32p)
(6.13p)
(11.48p)
Five-year group statement of comprehensive income – unaudited
30 Capital commitments
Capital expenditure contracted for at the end of the reporting year, but not yet incurred, is as follows:
2024
202
£ million
£ million
Property, plant and equipment at warehousing facilities
-
17.0
31 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 outfl ow and that the outfl ow can be reliably measured.
176
176
SHAREHOLDER INFORMATION
Registered address of company
egistered in Xersey, number
1143˫7
3rd ?loor, 44 Esplanade,
t Felier, Xersey, XE4 ˫·@
Fead oćfi ce
4˫̘51 Dale treet
danchester
d1 2F?
Company Secretary
Thomas Zershaw
Corporate website
www.boohooplc.com
Nominated adviser
and joint broker
Æeus apital
82 Zing treet
danchester
d2 4·
10 mld Burlington treet
\ondon
·1 3A@
Joint broker
Xefferies International
100 Bishopsgate
\ondon
E 2N 4X\
FB BanĦ
8 anada řuare
\ondon
E14 5F
Independent auditors
Z? \ittlejohn \\
15 ·estferry ircus
\ondon
E14 4FD
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
Addleshaw Goddard LLP
One St Peter Square
Manchester
M2 3DE
Ashurst LLP
London Fruit and Wool Exchange
1 Duval Square
London
E1 6PW
Financial PR
Headland
Cannon Green
27 Bush Lane
London
EC4R 0AA
Company registrars
Computershare Investor Services
(Jersey) Limited
13 Castle Street
St Helier, Jersey
JE1 1ES
Principal bankers
HSBC Bank
4 Hardman Square
Spinningfi elds
Manchester
M3 3EB
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
8
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 FEBRUARY 2024
ANNUAL REPORT AND FINANCIAL STATEMENTS
REGISTERED NUMBER 114397
F O R T H E Y E A R E N D E D 2 9 F E B R U A R Y 2 0 2 4