Boohoo : ANNUAL REPORT AND ACCOUNTS 2021

PLC GROUP BOOHOO

2021 ACCOUNTS AND REPORT ANNUAL

BOOHOO GROUP

PLC

stock code: BOO

A N N U A L R E P O R T & ACCOUNTS

2 0 2 1

BOOHOO GROUP PLC 12 CASTLE STREET ST HELIER JERSEY JE2 3RT UK

BOOHOO GROUP PLC

BOOHOO GROUP PLC

A LEADING E-COMMERCE RETAIL GROUP

Our multi-brand platform comprises boohoo, boohooMAN, PrettyLittleThing, Nasty Gal, MissPap, Karen Millen, Coast, Oasis, Warehouse, Debenhams, Dorothy Perkins, Wallis and Burton, and targets fashion- conscious 16 to 45 year-olds

in the UK and internationally.

VISIT US ONLINE AT

BOOHOOPLC.COM

ANNUAL REPORT AND ACCOUNTS 2021

AGENDA FOR	BUSINESS
CHANGE	MODEL

	20	16
		BOARD OF		CHAIRMAN'S
		DIRECTORS		STATEMENT
		50		18
		STRATEGIC REPORT
		Group financial and operational highlights	6
		Our vision			8
		Our values			9
		About our group and our global brands	10
		Our business model			16
		Chairman's statement			18
		Agenda for Change			20
		COVID-19 response			24
		Review of the business			26
		Financial review			31
		Risk management			34
		Environmental, social and governance report	39
		GOVERNANCE
		Board of directors			50
		Corporate governance report			52
		Directors' report			60
ONTENTSC		Directors' remuneration report			66
	Statement of directors' responsibilities in respect
	of the annual report and financial statements	85
	FINANCIAL STATEMENTS
		Independent auditor's report to the members of boohoo group plc	86
		Consolidated statement of comprehensive income	90
		Consolidated statement of financial position	91
		Consolidated statement of changes in equity	92
		Consolidated cash flow statement			93
		Notes to the financial statements			94
		Five-year financial summary			119

REPORT STRATEGIC /

01

BOOHOO GROUP PLC

GROWTH FOR

A SUSTAINABLE FUTURE

WE ARE ENCAPSULATING

THE FUTURE OF RETAIL

ANNUAL REPORT AND ACCOUNTS 2021	/
			REPORT STRATEGIC

WHILE

GROWING

OUR BRANDS

At the beginning of our

financial year, we had seven brands. There now are thirteen brands in boohoo group.

In May 2020, we acquired the remaining 34% minority stake in PrettyLittleThing.com Limited.

We acquired the online businesses and all associated intellectual property of Oasis and Warehouse in June 2020, and have successfully integrated and relaunched these brands onto our multi-brand platform.

In January 2021, we acquired Debenhams' online business and associated intellectual property (including the brands Maine, Mantaray, Principles and Faith). We are rebuilding and relaunching Debenhams as a digital department store and marketplace; the acquisition also allows us to grow into additional categories including beauty, sport and homeware.

In February 2021, we acquired the Dorothy Perkins, Wallis and Burton brands, which give us

As an online fashion retailer, we are well placed to capitalise on the growth opportunities that are arising from globally changing shopping habits, with an ever-increasing number of consumers now shopping online. We know what they want, and we are committed to providing value for them.

Underpinning our growth potential, we delivered strong gains in all major KPIs - including new customer growth, which remains high - and across all our brands. We have continued our strong track record of revenue growth, delivering 41% this year.

In addition, we have continued to grow our market share across all geographies. This has been supported by our world-class marketing abilities, enabling us increased presence as our customers' use of social media further expands.

FOR MORE INFORMATION ABOUT OUR PERFORMANCE, GO TO PAGES 26 TO 33 OF THE STRATEGIC REPORT

FOR MORE INFORMATION ABOUT OUR BRANDS, GO TO PAGES 10 TO 15 OF THE STRATEGIC REPORT

FOR MORE INFORMATION ABOUT

OUR STRATEGY, GO TO PAGES 16 TO 17 OF THE STRATEGIC REPORT

the opportunity to grow our market share across a broader demographic and strengthen our menswear proposition.

These acquisitions represent an important step towards achieving our strategic priority of investment to deliver growth through organic means and acquisitions.

02

03

BOOHOO GROUP PLC

GROWTH FOR A SUSTAINABLE FUTURE

AND FOCUSING

ON HIGHER

STANDARDS

OF OVERSIGHT

Our Agenda for Change programme was introduced following an independent review of our supply chain in September 2020, and demonstrates our commitment to strengthening our corporate governance, environmental footprint and social impact.

This programme focuses on a number of key areas across the group including: corporate governance; redefining our purchasing practices; raising standards across our supply chain; supporting Leicester's workers and workers' rights; providing better support for suppliers; and demonstrating best practice in action.

Sir Brian Leveson PC is providing independent oversight of the programme, supported by a team from KPMG, and we are committed to publishing his progress reports.

As part of the changes we are implementing, we have strengthened our governance and teams with key appointments, significantly increased oversight of our supply chain, and demonstrated best practice in action by focusing on setting a new industry-wide standard for ethical supply chains.

FOR MORE INFORMATION ABOUT OUR SUSTAINABILITY, GO TO PAGES 39 TO 49

FOR MORE INFORMATION ABOUT

OUR AGENDA FOR CHANGE PROGRAMME,

GO TO PAGES 20 TO 23

ANNUAL REPORT AND ACCOUNTS 2021	/
			REPORT STRATEGIC

AS WE LOOK TO

THE FUTURE, WE

ARE COMMITTED TO

CHANGE THAT BRINGS

SUSTAINABLE GROWTH

AND THAT BENEFITS ALL

OUR STAKEHOLDERS

04

05

BOOHOO GROUP PLC

ANNUAL REPORT AND ACCOUNTS 2021

GROUP FINANCIAL AND OPERATIONAL HIGHLIGHTS

OUR PERFORMANCE

REPORT STRATEGIC /

Profit before tax			£125m
£125m			£92m
£31m
£43m	£60m
2017	2018	2019	2020	2021

Adjusted EBITDA		£174m
£174m			£127m
£36m		£85m
£57m
2017	2018	2019	2020	2021

Revenue	£1,745m
£1,745m

Financial

• Revenue £1,745 million, up 41% (41% CER1)
• Strong revenue growth across all geographies, with UK up 39% and international up 44%. International revenue is now 46% of total, up from 45%
• Gross margin 54.2%, up 20bps
• Adjusted EBITDA £173.6 million up 37%, with Adjusted EBITDA margin of 10.0% (2020: 10.2%), notwithstanding COVID-19 cost headwinds and significant investment in acquisitions
• Robust balance sheet with net cash of £276.0 million (2020: £240.6 million). High cash generation with operating cash flow of £201.1 million (2020: £127.3 million). £195.7 million capital raised

1. CER designates Constant Exchange Rate translation of foreign currency revenue, which gives a truer indication of the performance in international markets by removing year-to-year exchange rate movements when local currency sales are converted to sterling.

Operational

• Significant group-wide progress made on Agenda for Change programme, which has independent oversight from Sir Brian Leveson PC
• Strengthening corporate governance through a new non-executive director appointment, establishment of a Risk Committee and committed in excess of £10 million in supply chain monitoring and compliance
• Successful integration and relaunch of Oasis and Warehouse brands on our multi-brand platform
• Acquisition of Debenhams online business and investing to transform the business into a digital department store with significant potential
• Acquisition of Dorothy Perkins, Wallis and Burton brands, adding to the group's diversity and reach
• Third distribution centre on track for operational use in spring 2021 and long-term lease agreed for fourth distribution centre, expected to go live in the second quarter of the new financial year
• 18 million active customers, up 28%
• Over 1,000 jobs secured through recent acquisitions

			£295m				£1,235m
				£857m
£580m
			2017		2018		2019	2020	2021

	YEAR TO FEBRUARY	2021	2020
	£ million	£ million	Change
	Revenue	1,745.3	1,234.9	+41%
Gross profit	945.2	666.3	+42%
Gross margin	54.2%	54.0%	+20bps
Adjusted EBITDA2	173.6	126.6	+37%
% of revenue	10.0%	10.2%	-20bps
Adjusted EBIT3	149.3	107.0	+40%
% of revenue	8.6%	8.7%	-10bps
Adjusted profit before tax4	149.9	108.3	+38%
Profit before tax	124.7	92.2	+35%
Adjusted diluted earnings per share5	8.67p	5.88p	+47%
Diluted earnings per share	7.25p	5.35p	+36%
Net cash6 at year end	276.0	240.6	+£35.4 million

1. Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, and share-based payment charges.
2. Adjusted EBIT is calculated as profit before tax, interest, share-based payment charges,and amortisation of acquired intangible assets.
3. Adjusted profit before tax is calculated as profit before tax, excluding share-based payment charges, and amortisation of acquired intangible assets.
4. Adjusted diluted earnings per share is calculated as diluted earnings per share, adding back amortisation of acquired intangible assets, share-based payment charges, and adjusting to 34% of the non-controlling interest as in previous years.
5. Net cash is cash less bank borrowings.

06

07