Tax Strategy

This document sets out the Groups policy and approach to conducting its tax affairs and dealing with tax risks for the financial year ended 28 February 2024. This tax strategy defines a framework for the group’s approach to tax and provides guidance to the principles adopted and has been approved by the audit committee.

It applies to all companies under the control of boohoo Group plc and equally to both UK and none UK entities.

The Group considers the publication of this document as complying with the requirements of paragraph 16(2) of Schedule 19 of the Finance Act 2016.

Approach to tax risk management and governance

The Board of directors of boohoo group plc has ultimate oversight of the tax strategy and the audit committee performs regular reviews with the finance function responsible for implementation and operation of tax strategy and policies.

The execution of the strategy and policies are the responsibility of the Chief Financial Officer, who ensures that the tax aspects of business arrangements are evaluated and carefully considered and that there are appropriate policies, procedures and systems to ensure the accuracy of tax declarations and timeliness of payments. The Chief Financial Officer is assisted by a professional in-house team with appropriate expertise and experience in complex tax affairs, which in turn is supported by external professional advisers.

The Group maintains a number of tax process controls which are audited by both internal and external audit teams including, but not limited to, a detailed annual tax overview document and a tax risk register. These are reviewed by the audit committee annually and outlines the principal tax risks faced by the group. The register details the responsibilities of management to control and mitigate the risks within the framework of an effective compliance function.

Senior management are updated on a regular basis to ensure that there is an awareness of any risks associated with UK and wider tax affairs together with the impact of any new or incoming legislative changes. External tax advisers are consulted and engaged on a regular basis to ensure the group receives the highest level of tax expertise and help the team keep abreast of legislative developments and industry best practice(s).

Attitude to tax planning

The Group is committed to acting with integrity and transparency. Our tax strategy and policies require that we fully comply with, and in the spirit of, UK and international tax law. We aim to make timely and accurate tax returns and payments that reflect our fiscal obligations to Government(s).

Where appropriate we try and minimise the Group’s tax liabilities by utilising appropriate legislative concessions and reliefs. The Group’s tax strategy and policies seek to make use of such appropriate reliefs and to control the Group’s tax costs.

We seek to arrange our affairs in a tax-efficient manner based on the commercial drivers of the business. We do not enter into transactions that have a main purpose of gaining a tax advantage, are not driven by commercial rationale or the company’s economic activity. We do not use artificial tax avoidance schemes, tax havens to reduce the Group’s tax liabilities or take an aggressive interpretation of tax legislation.

boohoo group plc is conscious of its corporate responsibility with regard to fair and transparent tax planning that results in an equitable amount of tax being paid in the countries in which it operates. At present, the group’s principal operations are situated in the UK, whereby far the greatest proportion of its group profits are taxed.

Level of acceptable risk

Our appetite for tax risk is low. Tax uncertainties are monitored, documented and reported to the Board on a regular basis. In the event of any material uncertainty or complexity in respect of any identified risks and doubt as to the tax treatment of any particular transaction, external advice is obtained as a matter of course.

Relationships with tax authorities

The Group places a large emphasis on having a strong relationship with tax authorities and in our dealings with them we always look to maintain good, open, honest, professional working relationships, to engage proactively in relation to tax matters and to resolve any areas of dispute or differences of opinion as quickly as possible in order to reduce uncertainty and manage risk.

The Head of Tax and the team have regular communication with HMRC to promote a professional, collaborative working relationship which is based on principles of transparency and trust.

We seek to take a proactive approach and take appropriate action in the event we discover errors or omissions; disclosing to HMRC, implementing remediation as quickly as is reasonably achievable and putting in place measures and controls to prevent recurrence.

We look to engage in a timely dialogue with HMRC on the interpretation of tax law where it is unclear.