Results for the 6 months ended 31 August 2024

• Group GMV trend continues to improve, EBITDA impacted by investment in brands

o Significant growth in Debenhams Marketplace with over 170% GMV pre returns growth and c.10,000 brands on board, achieving target for 2024

o Karen Millen YOY GMV pre returns growth and opportunities to expand into licensing and 3rd party arrangements

o Performance in Youth Brands impacted by the external environment, including weak consumer activity, down 16% GMV pre returns

• Decisive action to close US distribution centre to focus on profitability. 1H FY25 EBITDA Margin impact of 120bps, closure will bring second half 2H FY25 savings
• Continued cost reduction, operating costs down £128m vs 1H FY23, ahead of target
• New £222m debt refinancing secured with its existing lenders
• Dan Finley appointed as CEO
• Capital markets day planned for Q1 2025

Dan Finley, Chief Executive Officer, commented:

"I believe that the Group remains fundamentally undervalued. We have a significant opportunity to create substantial value for all shareholders through our 5 core brands.

"I've been with the Group for nearly three years, joining as CEO of Debenhams in January 2022 transforming it into a highly profitable, capital light marketplace business. I'm excited at the opportunities I see ahead for the entire Group. We have brilliant brands and great people, underpinned by best-in-class infrastructure. We have had huge success with Debenhams, and I look forward to extending that across the entire Group.

"Last month we announced a business review to unlock and maximise shareholder value. I am leading this review and will update shareholders in due course.

"The first half of FY25 has seen positives. We continue to see significant growth in Debenhams Marketplace and Beauty with YOY GMV growth of more than 170% and more than c.10,000 brands on-boarded, already achieving our target for the end of 2024.

"The Group has also reinvigorated and transformed Karen Millen into a digital first, premium global brand which has delivered positive GMV growth in 1H FY25 in a challenging market. The future growth potential is significant through maximising international, licensing, and franchising opportunities and adoption of the marketplace strategy.

"There have been challenges and we continue to operate within a volatile market. Our Youth Brands have seen a GMV pre returns sales decline. These brands do still have significant scale, a loyal customer base, serving more than 14 million combined active customers with GMV more than £1.8bn in FY24 and are supported by our state-of-the-art automated infrastructure. We continue to be cost focused and have taken actions to improve profitability in our Youth Brands such as closing the US distribution centre.

"As we look forward, I am excited for this next chapter and to deliver on our shared objective to unlock and maximise value for all shareholders. Today we are also announcing that we will host a capital markets day, which will take place in Q1 2025."

Unlocking shareholder value

Further to the announcement on 18 October 2024, there is an ongoing review of various options to unlock and maximise value for all shareholders. The Board believes that the Group remains fundamentally undervalued following the developments of recent years, which have created a business with five core brands underpinned by best-in-class infrastructure, addressing a diverse global customer base:

• Debenhams: Debenhams has been repositioned as a leading British online department store. It is fast growing and profitable, with a capital-light and highly cash generative model with significant brand awareness in the UK, c.5 million active customers and c.10,000 brands across fashion, beauty and home. During 1H FY25 it saw significant growth in both its External Marketplace and Beauty offerings.
• Youth Brands: The Group has three online retail brands with strong brand identity and significant scale PrettyLittleThing, boohoo and boohooMAN. Collectively they serve more than 14 million customers with GMV more than £1.8bn in FY24 and are backed by state of the art fully automated distribution centres. The brands also enjoy an impressive social media presence with over 48 million followers across all platforms.
• Karen Millen: The Group has transformed Karen Millen into a digital first, premium global brand. The future growth potential is significant through maximising international, licensing, and franchising opportunities and adoption of the marketplace strategy.
• Infrastructure: The Group has invested in state-of-the-art automated infrastructure. The Sheffield site has had c.£125m capex invested and is delivering significant cost savings, headcount reductions and increased pick rates of around 10x.

The Group also continues to review options for its non-core, non-strategic assets, including the Soho Property.

Summary of HY25 performance

Financial & Operational highlights

• GMV pre returns down 7.3% vs 1H FY24 to £1,176.9 million.

o Debenhams is made up of the online department store including Marketplace, Beauty and, reported separately, sales of our own Labels. Debenhams Marketplace and Beauty saw significant growth of 170% 1H FY25 compared to 1H FY24. The Debenhams marketplace now has c.10,000 brands, already achieving its target set for 2024. The expansion of our beauty offering in the year puts us in a solid position ahead of the Black Friday and Christmas trading period.

o Karen Millen, which has been transformed into a digital first, premium brand saw GMV pre returns increase by 2.3% to £78.3 million.

o Youth Brands saw a GMV pre returns decrease of 15.9% YOY to £833.1 million, reflecting difficult market conditions, impacted by weak consumer environment.

o GMV pre returns declined in our Labels(8) by 36.5% to £86.5 million. We have seen improvement in the trend of our Labels throughout the year as we manage them profitability and pivot them to our marketplace model.

• GMV post returns down 6.2% vs 1H FY24 to £807.8 million. Positive trend in GMV post returns performance has been maintained with decline slowing from (16%) in 1H FY24 to (10%) in 2H FY24 and (6%) in 1H FY25.
• Revenue of £619.8 million, down 15% vs 1H FY24 reflecting difficult market conditions. Revenue growth was also impacted by the continued growth of marketplace with its commission-only revenue model.
• Gross margin was 50.7%, down 270bps vs 1H FY24, reflecting the industry wide increase in return rates, inventory management actions including increased promotion activity and weak consumer demand. In response to the increase in return rates the group has focussed on improving supplier quality and removing unprofitable, significantly high returning customers.
• Operating costs of £294.3 million were down 18% vs 1H FY24 driven by the actions taken under the ongoing cost saving programme.
• During 1H FY25 the decision was taken to close the US distribution centre and fulfil all US orders from our state-of-the-art automated UK distribution centre in Sheffield. The US distribution centre had a negative impact on EBITDA of 120bps in 1H FY25. EBITDA benefits of the warehouse closure are expected during the second half of 2H FY25.
• Operating costs are down by £128m vs 1H FY23, ahead of target, showing the impact of our cost saving programme and our continued focus on costs.
• Adjusted EBITDA margin was 3.4%, down 90bps vs 1H FY24, due to reduction in Gross Margin, offset by cost reduction initiatives and value unlocked from automation investment. Adjusted EBITDA was £20.8 million, down 34% vs 1H FY24.
• Inventory has been tightly managed throughout the period reduced by £38.1 million (18%) to £170 million in 1H FY25. Approximately, the Youth Brands hold 75-80% of the Groups inventory, Karen Millen 5-10% and the Debenhams Group the remainder.
• Capital expenditure of £14.9 million has reduced from £36.3 million in the first half of the prior period and represents strategic investments in systems and infrastructure. The reduction in capital expenditure is expected to continue with the investment cycle now complete following the significant investment to deliver best in class operations.
• Net debt increased to £143.1 million (Feb-24: £95 million net debt), with total liquidity of £131.9 million. On 18 October 2024 the group successfully signed a new £222m debt financing agreement.

Outlook and Guidance

FY25 Outlook:

• In the second half of FY25, the Group expects a higher GMV and a stronger adjusted EBITDA performance, when compared to H1 25, despite further investment into the brands to unlock shareholder value
• Strong continued Marketplace growth
• Ongoing headwinds in Youth Brands
• Benefits from historic cost actions to reduce cost base year on year
• Significantly reduced capex vs prior periods
• Capital markets day planned for Q1 2025

Medium Term Guidance:

• Debenhams: target +£1.5bn GMV pre returns with double digit EBITDA margin
• Youth Brands: +£1.8bn GMV pre returns combined today. 6-8% EBITDA margin target
• Karen Millen: premium, high margin brand. Double digit EBITDA margin target

Investor and analyst meeting

A live webcast of the presentation including Q&A will be held on 14th November at 9:30 am for investors and analysts and will be available via our website at www.boohooplc.com or on https://brrmedia.news/BOO_IR_24. This will be available for playback after the event.

Adjusted items, which are not statutory measures, show the underlying performance of the group excluding large, non-cash and exceptional items.

• Operating costs is defined as Distribution & Administrative Costs excluding depreciation, amortisation, exceptional items & share based payments.
• Adjusted loss before tax is calculated as loss before tax, excluding amortisation of acquired intangible assets, share-based payment charges and exceptional items
• Youth brands are defined as boohoo, boohooMAN & PrettyLittleThing, Labels are defined as Nasty Gal, MissPap, Coast, Oasis, Warehouse, Burton Menswear, Dorothy Perkins, Wallis and Debenhams own-brand.

Review of the business

Group overview

GMV pre returns declined by 7.3% from £1,270.1 million in 1H FY24 to £1,176.9 million in 1H FY25. GMV post returns for 1H FY25 was down 6.2% vs 1H FY24 to £807.8 million from £861.4 million. Group revenues for the period declined by 15% (14% Constant Exchange Rate = "CER") to £619.8 million from £729.1 million in 1H FY24.

Gross margin was 50.7%, down 270bps on the prior period (1H FY24: 53.4%). Adjusted EBITDA was £20.8 million (1H FY24: £31.3 million), a decrease of £10.5 million. Adjusted EBITDA margin was 3.4%, down 90bps on the prior period (1H FY24: 4.3%). Loss before tax was £147.3 million (1H FY24: £36.6 million). Loss per share was 11.56p (1H FY24: 2.70ps). Adjusted loss per share was 1.96p (1H FY24: 0.91p).

While trading conditions have remained challenging due to cost inflation and uncertain consumer demand, the Group has a strong diverse business model with its 5 core brands and clear strategy to accelerate shareholder value, which will allow it to build on its existing strengths.

Operating costs in 1H FY25 were £300 million, a reduction of £128 million in comparison to 1H FY23, well ahead of our target of annualised savings of £125m vs FY23. Marketing costs were down 14% in comparison to 1H FY23 as we continue to invest in key growth areas of the Group to unlock shareholder value. Distribution costs were down 33% in comparison to 1H FY23 driven by increased efficiencies from our state-of-the-art automation in our Sheffield warehouse and on-going work from our cost out programme. The US distribution centre, which closed in the second half of FY25, increased distribution costs in comparison to 1H FY23. Benefits from the closure of the US distribution centre are expected to be realised in the second half of 2H FY25. Administrative costs were down 37% or £44m vs 1H FY23, driven by the execution of our cost out programme. We continue to remain cost focused to drive efficiencies.

During the year, the Group incurred significant non-recurring costs, which are shown as exceptional items in the financial statements and have not been included in the adjusted performance measures. These items relate predominately to impairment of assets and associated costs with the closure of the US warehousing facility. Additional exceptional costs associated with the US warehousing facilities and dual technology platform running costs are expected to be incurred in 2H FY25. These exceptional items amounted to £108.7 million and are detailed in note 1 of the financial statements.

Key Performance Indicators

Unique active customer numbers in the last 12 months decreased by 5% to 16.1 million. Average order frequency remained flat at 3.0x p.a. Average order value decreased by 4% to £51.90 and the number of items per basket decreased by from 3.0 to 2.8.

Cash and Working Capital Management

Operating cash outflow was £24.0 million (1H FY24: £21.8 million inflow). Working capital, particularly in relation to inventory has been tightly managed throughout the period. Inventory has reduced by £38.1 million (18%) over the first half of the financial year and has reduced by £5.6 million (3%) from August 2023. During the period there was a working capital outflow of £60.0 million in relation to payables driven largely by timing of payments.

Capital expenditure of £14.9 million reduced from £36.3 million in the first half of the prior period and represents strategic investments in systems and infrastructure. The reduction in capital expenditure is expected to continue with the investment cycle now complete. Net cash outflow was £98.1 million (1H FY24: £40.9 million outflow). Net debt increased to £143.1 million (1H FY24: £35 million net debt), with total liquidity of £131.9 million.

On October 18th 2024 the Group has agreed a new £222m debt facility (the "Facility") with a consortium of its existing relationship banking Group. The Facility compromises of a £125m revolving credit facility that runs to October 2026 and a £97m term loan that is repayable by August 2025. The cost of the facilities are compounded SONIA plus a margin of around 400 bps and reduces the overall interest payable by the Group.

The Group will continue to make selective investments to support its platform and brands, in line with its internal investment criteria and in a manner that reflects the current macro-economic environment.

Performance by market

Debenhams

Debenhams has continued to see significant growth with GMV pre returns increasing by 31.2% from £202 million in 1H FY24 to £266 million in 1H FY25, despite the managed decline of our Labels. This growth is largely driven by the expansion of the external marketplace and beauty business, which has seen GMV pre returns increase by 170.1%, from £66m in 1H FY24 to £179 million in 1H FY25. Debenhams Labels continue to be profitably managed and have seen a reduction in GMV pre returns of 36.5% from £136 million in 1H FY24 to £87 million in 1H FY25.

Statutory Revenue in Debenhams decreased slightly from £83.0 million in 1H FY24 to £81.2 million. This was driven by the reduction in sales in Labels and the impact of the Marketplace Mix on revenue where only the commission element on sales is recognised.

Debenhams Gross Margin % increased from 53.4% in 1H FY24 to 62.3% in 1H FY25. The increase was driven by the increase in mix of Debenhams External Marketplace, which has 100% Gross Margin % as only the commission element is recognised as statutory revenue. In addition to this the continued focus on profitability in the labels saw Gross Margin % increase.

Debenhams is delivering strong growth year on year, with c.10,000 brands on the marketplace being sold to 5m combined active customers and we are targeting double-digit EBITDA margin.

Youth Brands

Youth Brands saw a GMV pre returns decrease of 15.9% YOY to £833.1 million, reflecting difficult market conditions impacted by weak consumer environment. Despite the recent challenging market condition, the Youth Brands still delivered annual GMV pre returns in excess of £1.8 billion in FY24, demonstrating their size and scale. They have a loyal combined active customer base of 14.6 million and a social media following of more than 48 million followers.

Revenues declined by 18% YOY, partly driven by an increase in return rates. Actions have been taken in our Youth Brands to address unprofitable high returning customers.

Gross Margin % decreased to 48.5% in 1H FY25 from 52.8% in 1H FY24. The reduction was partly driven by the impact of the US Distribution centre. Additional freight and duty charges were incurred in 1H FY25 as a result of operating from the US. Gross Margin % has been impacted by increased promotional activity driven by weak consumer environment and initiatives to reduce stock holding. An increase in returns during the period impacted Gross Margin, actions have been taken to reduce the impact of significantly high returning, unprofitable customers.

The Youth Brands are supported by our state-of-the-art automated infrastructure. The Sheffield site has had c.£125m capex invested and is delivering significant cost savings, headcount reductions and increased pick rates of around 10x.

Karen Millen

Karen Millen is a premium global brand having successfully re-positioned itself from a store-based business to a digital first model. Karen Millen had GMV pre returns growth of 2.3% in 1H FY25, from £76.5 million in 1H FY24 to £78.3m in 1H FY25. Revenue increased by 1% to £32 million in 1H FY25. Gross Margin % was 56.6% in 1H FY25 down 7.9%pts vs 1H FY24. The reduction in margin was partly driven by the industry wide increase in returns rate during the period and increase in promotion activity to reduce stock holding and react to a weak consumer environment.

Future growth opportunities in Karen Millen are focused on licensing and third-party agreements. These capital light models enhance shareholder value through margin and working capital benefits.

Financial review

Group revenue by brand

• 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.

KPIs

Group

• Defined as having shopped in the last 12 months
• Defined as number of orders in last 12 months divided by number of active customers
• Defined as the percentage of website orders taken to internet sessions
• Calculated as gross sales including sales tax divided by the number of orders

Consolidated summary income statement

Taxation

The Group recognised a tax credit of £8.4m (2023: £4.1m), an effective rate of 5.7% (2023: 11.2%). This is lower than the tax credit calculated when multiplying the loss before tax at the blended UK statutory rate of tax for the period of 25% (2023: 24.5%), due to disallowable expenses and depreciation of buildings in excess of capital allowances.

Loss per share

Loss per share for the first half of the year increased by 328% from (2.70)p to (11.56)p. Adjusted loss per share was (1.96)p, a 115% increase on the first half of the prior year (2023: loss per share 0.91p).

Consolidated statement of financial position

Liquidity and financial resources

Operating cash outflow was £24.0 million (2023: £21.8 million inflow). Net cash outflow was £98.1 million (2023: £40.9 million), following capital expenditure of £14.9 million (2023: £36.3 million). During the 6 months to 31 August 2024 the Group repaid £50 million of the Revolving Credit Facility. Our net debt balance (cash less bank debt, excluding lease liabilities) at the period end increased to £143.1 million (2023: £35.0 million net debt). The closing cash balance for the Group was £131.9 million.

Consolidated cash flow statement

• Net fair value gains/losses on cash flow hedges will be reclassified to profit or loss during the two years to 31 August 2026.

Unaudited consolidated statement of financial position

at 31 August 2024

Notes

(forming part of the interim report and accounts)

1 Accounting policies

General information

Basis of preparation

The interim condensed financial statements for the six months to 31 August 2024 have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the UK. The interim financial statements should be read in conjunction with the group's Annual Report and Financial Statements for the year ended 29 February 2024, prepared and approved by the directors in accordance with UK-adopted international accounting standards and the Companies (Jersey) Law 1991 applicable to companies reporting under IFRS.

The interim financial statements are unaudited and were approved by the board of directors on 13 November 2024.

Going concern

Accounting policies

The interim financial statements have been prepared in accordance with the accounting policies set out in the group's Annual Report and Financial Statements for the year ended 29 February 2024.

Significant estimates and judgements

The preparation of financial statements in conformity with IFRS as adopted by the UK requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ from these estimates and any subsequent changes are accounted for when such information becomes available. The judgements, estimates and assumptions that are the most subjective or complex are discussed below and are unchanged from those at 29 February 2024.

Exceptional items and impairment of assets

Exceptional items are those of significant size and of a non-recurring nature that require disclosure in order that the underlying business performance can be identified. The exceptional costs in these interim statements include additional costs associated with the restructuring of warehousing facilities and onerous contracts. Such additional costs do require estimation by management.

IFRS 8, 'Operating Segments', requires operating segments to be determined based on the group's internal reporting to the chief operating decision maker. The chief operating decision maker is considered to be the executive board, which has determined that the primary segmental reporting format of the group for the period ending 31 August 2024 is by brand. This is a change to the segments reported in previous periods, since the group now focusses on brand performance at a group level as a key performance indicator.

4 Loss before tax

Under the equity accounting requirements of IAS 28 the group's share of the results of associates is included in the carrying value of the associate in the group statement of financial position and included within the group income statement and group statement of comprehensive income using the equity method of accounting.

Set out below are the material associates of the group. The entities listed below have share capital consisting of ordinary shares, which are held directly by the group. The country of incorporation or registration is their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.

As at the date of publishing these interim condensed financial statements REVB's results for the period 1 March 2024 to 31 August 2024 have not been publicly disclosed by REVB. The group has reviewed analyst notes prepared by REVB's NOMAD, Liberum dated 27 March 2024, the management accounts of REVB for the period ending 29 February 2024 and the forward looking guidance published by REVB in their RNS dated 9 October 2024. These estimated results have been amended to reflect adjustments made by the group when using the equity method, including fair value adjustments and modifications for differences in accounting policy. An estimate of £nil has been disclosed in the group statement of financial position, the group income statement and group statement of comprehensive income.

10 Deferred tax

Assets

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.

Trade payables include £8.3m that suppliers have chosen to early-fund under supplier financing arrangements. The supplier financing arrangement does not change the suppliers agreed payment terms directly with the group.

13 Provisions

On 18 October 2024 the Group agreed a new £222m debt facility (the "Facility") with a consortium of its existing relationship banking group. The Facility compromises of a £125m revolving credit facility that runs to October 2026 and a £97m term loan that is repayable by August 2025. The cost of the facilities are compounded SONIA plus a margin of around 400 bps and reduces the overall interest payable by the group.

Movement in interest-bearing loans and borrowings

Reconciliation of movements in cash flows from financing activities to movements in liabilities:

The lease liabilities relate to leasehold properties.

16 Share capital

Share capital at period end: 1,269,094,436 authorised and fully paid ordinary shares of 1p each (2023: 1,268,433,263). No dividends have been paid or are payable by the parent company for the period ended 31 August 2024 (2023: £nil).

17 Shares to be issued

The shares to be issued represented 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 condition was not met, the consideration was to lapse.

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 were derecognised and recycled through Other reserves alongside the reserves created upon acquisition of the non-controlling interest in PrettyLittleThing.com Limited.

18 Reserves

The capital commitment related to automation equipment in the Sheffield warehouse and fixtures and fittings at the US warehousing facility in Pennsylvania.

21 Contingent liabilities