Investor Presentaiton
DIRECTORS' REPORT
BOOHOO GROUP PLC
ANNUAL REPORT AND ACCOUNTS 2021
THE DIRECTORS PRESENT
THEIR DIRECTORS' REPORT AND
ANNUAL REPORT AND FINANCIAL
STATEMENTS FOR THE YEAR
ENDED 28 FEBRUARY 2021.
REGISTERED OFFICE
The registered office is 12 Castle Street, St
Helier, Jersey, JE2 3RT.
PRINCIPAL ACTIVITIES
The principal activity of the company is that
of a holding company. The principal activity
of its subsidiary undertakings is that of online
clothing retailers.
BUSINESS REVIEW
The directors are required by Company Law
to set out a fair review of the business, its
position at the year end and a description of
the principal risks and uncertainties facing the
group and to prepare the financial statements
in accordance with applicable law and
International Financial Reporting Standards
(IFRS) as adopted by the European Union.
The review of the business on pages 26 to 33
provides this review and financial position and
these are incorporated by cross-reference
and form part of this report. The corporate
governance report on pages 52 to 59 should
be read as forming part of the directors' report.
RESULTS AND DIVIDENDS
Group profit after tax for the year to 28
February 2021 was £93.4 million (2020:
£72.9 million). The audited financial
statements for the
for the
year
and
group
company are set out on pages 90 to 118.
The directors do not recommend the
payment of a dividend (2020: no dividend) so
that cash is retained in the group for capital
expenditure projects that are required for the
rapid growth and efficiency improvements
of the business and for suitable business
acquisitions.
DIRECTORS AND
COMPANY SECRETARY
The biographies of the directors who held
office throughout the year and subsequently
are set out on pages 50 to 51. The Company
Secretary is Thomas Kershaw.
The interests of the directors in the shares
of the company and their share options and
awards are detailed in the remuneration
report on page 81.
The company maintains directors' and officers' liability insurance, which gives appropriate cover
for any legal action brought against the directors. The company has also provided an indemnity
for its directors, which is a qualifying third-party indemnity provision for the purposes of section
234 of the Companies Act 2006 and was in place during the year and up to the date of approval
of the financial statements.
SHARE CAPITAL AND RESTRICTIONS ON SALE OF SHARES
The authorised and issued share capital of the company and details of shares issued during the
year are shown in note 23. The issued share capital as at 28 February 2021 was 1,263,255,457
shares of 1p.
Powers related to the issue and buy-back of the company's shares are included in the company's
articles of association and such authorities are renewed annually by shareholders at the annual
general meeting.
SHARE INCENTIVE PLAN TRUST
The Share Incentive Plan ('SIP') trust is used by the company to provide free shares as
share incentives to its employees. The trustees are Link Asset Services, an independent UK
professional body. The SIP trustee buys shares and holds them in trust for the benefit of
employees who remain with the company for three years. The trust held 22.6 million shares as
at 28 February 2021. The trustees may vote on the beneficiaries' shares in accordance with the
beneficiaries' instructions.
SUBSTANTIAL SHAREHOLDERS
Shareholders holding more than 3% of the company's shares as at 31 March 2021:
60
Shareholder
Number of ordinary shares held
Percentage held
Mahmud Kamani*
152,979,880
12.53%
Jupiter Asset Management
114,054,515
9.04%
T Rowe Price Associates
82,165,541
6.51%
Invesco Advisers Inc
76,328,033
6.05%
Rabia Kamani*
56,944,782
4.51%
Hargreaves Lansdown
40,932,989
3.25%
Shareholders marked as * are considered to be a concert party.
ASSESSMENT OF PROSPECTS AND VIABILITY
The group's business activities together with the factors that are likely to affect the future
development, performance, position and risks of the group are set out in the review of the
business on pages 26 to 33.
The continued impact of the COVID-19 crisis on the. group is not expected to change materially
over the next year, provided that governments' actions in controlling the virus continue to be
effective. Trading during the year to February 2021 has shown that online sales have been resilient
during lockdowns in many countries. The group has substantial cash resources and undrawn credit
facilities sufficient to continue solvent trading in the face of an unforeseen downturn in demand.
As of the date of this report, we are continuing to operate, with the warehouses functioning under
government-compliant safe working conditions and many office staff working from home.
The directors considered the prospects of the group through an analysis of the markets for the
group's product offering online in the UK and overseas and concluded that potential growth rates
remain strong as the markets continue to develop as more customers become comfortable with
online shopping. This provides great opportunities for future expansion. There is a diverse supply
chain with no o key dependencies, enabling sourcing to be dynamic. Major expense categories relate
to carriage and marketing services, which are widely diversified amongst suppliers. The business
model affords a great deal of flexibility in responding to demand and economic changes: the wide
range of products and relatively low buy quantities reduce inventory risk; a large customer base
across many countries reduces specific economic and fashion dependencies; retail customers
pay at the time of order with a small risk of default; and the high marketing expenditure is very
controllable over a short time period.
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