UK Tax Strategy

Year to 31 December 2023

Introduction
The Ooni Group designs, manufactures and sells portable pizza ovens and related accessories for use at home. The Ooni Group is headquartered in Scotland with subsidiaries around the world.

This tax strategy, which has been approved by the Board of Directors of Magic Foundry Limited (“MFL”), sets out Ooni’s policy and approach to conducting its UK tax affairs, UK tax planning and dealing with UK tax risks and HM Revenue & Customs (“HMRC”). This tax strategy is effective for the period ended 31 December 2023 and will remain in effect for the year ending 31 December 2024.

Our tax strategy will be reviewed and revalidated annually. It will be revised as appropriate to reflect any material changes in our business or tax legislation, with any amendments approved by the Board of Directors.

Tax Strategy
Ooni is committed to conducting its tax affairs consistently with the following objectives:

  • Following applicable laws and regulations relating to its UK tax activities.
  • Having a conservative tax profile, minimising disputes with HMRC.
  • Maintaining an open and honest relationship with HMRC based on collaboration and integrity.
  • Applying diligence and care in the management of the processes and procedures in respect of all UK tax activities and ensuring UK tax governance is appropriate.
  • Using incentives and reliefs to minimise UK tax costs whilst ensuring that these are not used for purposes that are knowingly contradictory to the intent of the legislation.

Approach to UK Tax Risk Management and Governance

Tax is managed within Ooni’s wider risk management framework. To obtain a clear picture of the tax risks posed to the business and the effectiveness of the controls in place to reduce the risk, Ooni maintains a full tax risk register across all main tax groupings.

In accordance with our tax strategy, Ooni’s UK companies liaise internally with the appropriate Ooni department as well as UK based tax advisors when required. This is to ensure that the governing principles regarding tax are adhered to, with appropriate monitoring and reporting of compliance in line with the principles detailed below and to ensure that it is operating in a low risk and compliant manner.

  • Ooni’s business activities shall be compliant with current tax legislation and reporting obligations.
  • All arrangements must be supported by a credible basis in tax law and be available for full disclosure to tax authorities.
  • Arrangements with favourable tax effects require sufficient business purpose and substance.
  • MFL, Ooni Limited, Magic Foundry Venture 1 Limited and Push Pineapple Limited separately and the business unit as a whole, are responsible for complying with local regulatory as well as internal requirements regarding tax, including timely and correct delivery of tax returns, transfer pricing documentation and other requirements.
  • Ooni Limited’s Chief Financial Officer is ultimately responsible for, and oversees, the UK Group’s tax affairs and tax risks.
  • Ooni Limited’s Finance team, including the Group Tax Manager and Payroll Supervisor, deal with VAT, Corporation Tax and Payroll taxes returns and payments, with the support of external tax advisors to provide technical expertise and support whenever necessary or appropriate. This includes supporting on significant transactions, expenditure or tax uncertainties.
  • The staff responsible for tax are considered to be suitably qualified, trained and experienced to carry out their tax responsibilities, through, for example, holding recognised professional tax and/or accounting qualifications (e.g. CA, CTA).
  • All work on Customs Duty, Stamp Duty, SDLT and LBTT is outsourced to external advisors, with clear instructions and relevant information provided to the external advisors and checks on the work carried out by the finance team.
  • The Group is committed to ensuring that there are reasonable prevention procedures in place to enable it to meet its obligations under the Corporate Criminal Offence regime.

Attitude Towards UK Tax Planning

Ooni uses available tax reliefs, allowances and incentives and strives to do so in the manner and circumstances we understand to be intended by HMRC and legislation.

Any tax planning is limited to ensuring that Ooni’s commercial transactions are undertaken in a tax efficient manner using available legislation and applicable reliefs, allowances and incentives.

Ooni does not engage in tax structured or motivated transactions, or artificially structure transactions, to obtain a tax result that would be contrary to the intentions of Parliament or otherwise unacceptable. Ooni aims to manage tax affairs within the letter and the spirit of the law.

External tax advice is normally taken on significant transactions or transactions with potentially significant tax implications.

Level of UK Tax Risk
Ooni has a low appetite for tax risk. Due to the size and complexity of Ooni’s business, there will inevitably be some degree of tax risk. However, the overall aim is to file returns and pay the correct amount of tax at the right time and avoid unprovided tax liabilities, interest costs and penalties. Ooni will take appropriate tax advice from external advisors on significant transactions or tax uncertainties.

Approach Towards Dealings with HMRC
Ooni is committed to the principles of openness and transparency in its approach to dealing with HMRC and aims to:

  • Engage in full open and collaborative professional relationships with HMRC.
  • Pay taxes and file tax returns on the due dates without incurring interest costs or penalties.
  • Make appropriate, accurate and timely disclosure in correspondence and tax returns and respond to queries and information requests in a timely fashion.
  • Seek statutory advance tax clearances for transactions where available or seek non – statutory clearances where possible to remove uncertainty.
  • Seek to resolve issues with HMRC in a timely manner (real time and before tax returns are filed if possible) and, where disagreements arise, work with HMRC to resolve issues by agreement where possible.
  • Be open and transparent about decision making, governance and tax planning.
  • Only undertake transactions that give a tax result which is consistent with the economic consequences (unless specific legislation otherwise provides) and the intentions of Parliament.
  • Ensure that all communications with HMRC are conducted in an open, collaborative and professional manner.

This policy applies to the following UK group companies:

  • Ooni Limited
  • Magic Foundry Limited
  • Magic Foundry Venture 1 Limited
  • Push Pineapple Limited