Boparan Holdings Limited
Group Tax Strategy

July 2022

Introduction

Boparan Holdings Limited, trading under the name of “2 Sisters Food Group” (“the Group”) is one of the largest food manufacturers in the UK and leading positions in Europe with over 16,000 employees across approx. 30 sites in the UK, Netherlands, Ireland and Poland, with a turnover in excess of £2.6bn.

We have a strong UK presence in poultry, chilled and frozen food categories, as well as branded foods. We are committed to delivering the highest quality products to the British and European public and to our retail and food service customers.

Tax strategy

Our tax strategy is aligned with the overall Group strategy and we seek to manage tax cost and risk accordingly, taking into account our external reputation and the view of our stakeholders.

Our approach is to be fully compliant with the tax laws in the countries in which we operate, and our transfer pricing policy is designed to ensure that country profits (and associated tax thereon) align with economic value creation.

Risk management and governance

The Group risk management process is an integral part of our business. Individual risk owners within the business areas carry out day-to-day risk management activities within the framework, including the identification of risks, undertaking risk assessments and risk mitigation. Tax risk management is part of this process.

The Board of Directors, which are responsible for approving Group strategy, has delegated responsibility and accountability for the Group’s tax strategy to the Group CFO, supported by the Corporate Finance Director and is overseen by the Audit Committee.

The Group tax team, made up of qualified tax professionals, reports via the Corporate Finance Director to the Group CFO and manages the day-to-day tax affairs of the Group, in conjunction with local in-country finance teams and external advisors as required.

Tax compliance

The Group is subject to various taxes in the different countries in which it operates and aims to submit accurate tax returns to the relevant tax authorities on a timely basis and to pay taxes when they are due. Our transfer pricing policy aims to ensure that transactions between group affiliates take place on an arm’s length basis in accordance with OECD transfer pricing principles and local country tax legislation.

Tax planning

In conducting its business activities, the Group often has a choice on how to structure the transactions involved. For a given transaction, for example an acquisition or disposal, the different tax implications of each option are one of the factors taken into account when deciding on the structure to be used. Where there is tax uncertainty, for example due to interpretation of tax legislation or relevant case law, we seek appropriate external advice and consider the tax risk associated with the relevant tax authority taking a different view.

Structures that do not reflect the economic or commercial reality of the transaction are not considered. The Board reviews significant transactions before approval.

The Group also takes advantage of available tax incentives and reliefs in the countries in which it operates, for example, Research and Development tax credits.

Level of risk that we are prepared to accept

We do not engage in high risk or aggressive tax planning. However, as a multinational corporation, we accept a certain level of tax risk due to uncertainties in tax legislation and the increasing complexity of the international tax environment, particularly with regard to transactions between our affiliated companies. We seek to mitigate and manage this tax risk through our approach to tax compliance, tax planning and tax risk management.

Dealing with tax authorities

We act in an honest and fair manner when dealing with tax authorities. Our approach is to have an open and transparent relationship, and, in the event of a disagreement, we shall endeavour to resolve this through provision of information and constructive dialogue, only using litigation as a last resort.

Scope

Boparan Holdings Limited is the parent of a group of companies. A list of subsidiary companies is included in the Company’s Annual Report and Financial Statements.

This Tax Strategy applies to every company within the Group in accordance with paragraph 16 of Schedule 19 of the Finance Act 2016. The Strategy has been published and is freely available from www.2sfg.com in accordance with paragraph 16(4). The Company regards publication of the Strategy as fulfilling its obligation under paragraph 16(2) for the period ended 30 July 2022.

The company will publish an updated Strategy annually on www.2sfg.com.