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ASOS Plc
Annual Report and Accounts 2025
ASOS Plc Annual Report and Accounts 2025
ASOS Plc Annual Report and Accounts 2025
01
ASOS Plc Annual Report and Accounts 2025ASOS Plc Annual Report and Accounts 2025
Our values
Authentic
We are customer-centric
Creative
Brave
Deliver
We celebrate what
makes us unique and stay
true to ourselves.
We have a curious and
adventurous spirit – it’s who
we are and runs through
everything we do.
We’ve been bold and
ambitious from the
start – it’s in our DNA.
We know that great work
doesn’t happen by chance.
02 At a glance
03 Our markets
04 Financial highlights
05 Operational highlights
06 Our strategy
08 Chair’s statement
09 Chief Executive Officer’s review
Strategic Review
12 Strategic review
18 Sustainability
38 Our people
42 Stakeholder engagement
46 Financial review
52 Risk management
56 Principal risks and opportunities
61 Long-term viability statement
63 SASB Standards Index
66 TCFD & CFD Index
Governance Report
70 Our Board of Directors
74 Our Management Committee
75 Corporate Governance Report
81 Nomination Committee Report
84 Audit Committee Report
92 Sustainability Committee Report
94 Remuneration Committee Report
97 Directors’ Remuneration Report
109 Directors’ Report
112 Non-Financial and sustainability
information statement
113 Statement of Directors’ responsibilities
Financial Statements
116 Independent Auditors’ Report
to the members of ASOS Plc
124 Consolidated Income Statement
125 Consolidated Statement of
Comprehensive Income
126 Consolidated Balance Sheet
127 Consolidated Statement
of Changes in Equity
128 Consolidated Cash Flow Statement
129 Notes to the Consolidated
Financial Statements
168 Company Balance Sheet
169 Company Statement of
Changes in Equity
170 Notes to the Company
Financial Statements
174 Related Undertakings of
the ASOS Group
175 Alternative Performance
Measures (APMs)
179 Company Information
180 Shareholder Information
See our full reporting suite including
our sustainability report on the
Investors page of our website.
asosplc.com
02
ASOS Plc Annual Report and Accounts 2025
At a glance
Own brands
Our own brands, including ASOS Design,
ASOS 4505, ARRANGE and Collusion, are
designed by our c.20 in-house teams and
offer our customers relevant and quality
products at compelling price points.
Having launched in FY23, we have scaled
our market-leading Test & React model to
>20% of our own brand sales as at the end
of FY25. We can test demand with our
customers before committing in depth and
bringing product from design to site in as
little as three weeks to:
 offer the most exciting and fashion-
forward product to our customers;
 support a cleaner stock profile with
faster stock turn; and
 drive customer engagement, improving
our full-price mix and resulting in an
increased average basket value.
Own
brands
% of GMV in FY25
c.40%
Partner
brands
% of GMV in FY25
c.60%
ASOS Fulfilment Services (AFS)
We hold stock in our warehouses on
behalf of our partners, who maintain
ownership of the inventory. Once a sale
is made, we use our existing logistics
network to manage the customer journey
including delivery and returns. This
unlocks potential for both established
global fashion names and newer brands
to access our expansive customer
base whilst streamlining logistics.
Partner Fulfils (PF)
Partners can hold their owned stock at
their fulfilment centres and sell directly
through our platform, fulfilling the orders
directly to the customer. This enables us to
offer customers a broader and more
locally relevant range of products with
greater stock availability.
ASOS Media Group (AMG)
AMG helps brands target relevant
ASOS customers with tailored content
on and off ASOS that inspires emotion
and drives measurable results. It plays
a vital role in supporting brands to
achieve their goals with ASOS regarding
brand positioning, awareness, customer
engagement, and conversion.
Partner brands
Our differentiated offering provides
hundreds of the best third-party brands
across clothing, accessories and face &
body. From premium names to cutting-
edge fashion, and commercial favourites,
we give customers more of what they love
all in one place.
We have been scaling our Flexible
Fulfilment model, including ASOS
Fulfilment Services and Partner Fulfils,
which enables us to be more agile in
how we collaborate with our partner
brands whilst providing increased
depth of product to our customers.
We work with the best retail partners
in our Wholesale business to bring
Topshop and Topman to more customers
across the globe. Through our strategic
partnerships in our major markets, we’ve
taken our first steps to bring these brands
back in front of customers in real life.
At the heart of this model is our ability to
help customers discover complete looks
with an unmatched assortment, making
fashion feel more personal and relevant.
Distribution
centre
Barnsley
Distribution
centre
Berlin
Returns centre
Dallas
03
ASOS Plc Annual Report and Accounts 2025
Our markets
Our fulfilment centres in Barnsley, UK and
Berlin, Germany, power fast and scalable
distribution, offering competitive delivery
speeds in key regions. To maximise our
flexibility, we can also service our US
customers out of a smaller site in Dallas, Texas.
We have created a personalised, localised and
mobile-first shopping experience on our site and
app across major global markets including the
UK, France, Germany and the US.
We work with a global network of suppliers
across key sourcing regions, including the
UK, Türkiye, China, India, and Bangladesh,
enforcing a rigorous ethical sourcing
programme under our Fashion with Integrity
(FWI) strategy, ensuring fair labour
practices and environmental standards.
United
Kingdom
50% of FY25 GMV
Europe
34% of FY25 GMV
United
States
10% of FY25 GMV
Rest of
World
6% of FY25 GMV
ASOS own brands
and labels
c.10
Active customers
c.17m
Markets
c.155
Employees
c.2,800
04
ASOS Plc Annual Report and Accounts 2025
Financial highlights
Gross merchandise value
1
FY24: £2.8bn
£2.5bn
Revenue
FY24: £2.9bn
£2.5bn
Adj. gross margin
2
FY24: 43.4%
47.1%
Gross margin
FY24: 40.0%
47.1%
Adj. EBITDA
2
FY24: £80m
£132m
Total orders
4
FY24: 68m
57m
Free cash flow
2
FY24: £38m
£14m
EBITDA
FY24: £(40m)
£93m
Operating loss
FY24: £(332m)
£(212m)
Operating cash flow
FY24: £228m
£159m
Average basket value
5
FY24: £41.47
£42.89
Customers
3
FY24: 19.7m
17.0m
1 Gross Merchandise Value (GMV): Adjusted retail sales plus revenue attributable to Flexible Fulfilment partners,
net of returns and excluding sales tax.
2 This is an Alternative Performance Measure (APM). Please refer to pages 175 to 178 for reconciliation
to statutory measures.
3 Includes the Flexible Fulfilment models and hence the comparative figure has been restated.
4 Total shipped orders are the combined total of ASOS and Flexible Fulfilment orders.
5 Average basket value is defined as GMV divided by total shipped orders.
F
Y23
F
Y24
F
Y25 >20%
<1%
>10%
05
ASOS Plc Annual Report and Accounts 2025
Operational highlights
Bringing brands to life
This year we offered our customers different ways
to shop and interact with us. We levelled up our
customer experience, hosting a range of in-person
events, announcing new wholesale partnerships
for Topshop with Liberty and John Lewis as well
as showcasing our collab ranges on the streets of
London. We opened our first-ever, brand-owned
pop-up shop in New York, creating a buzz by bringing
an exclusive range to customers in person.
Developed in FY23, T&R now
contributes >20% of our own
brand sales. We have extended
the principles of this model to
our long-shore, own-brand
supply chain with broader
speed to market initiatives
reducing production times by
up to 30%. In FY26, we plan to
scale this further with T&R to
reach more than 25% of own
brand sales, on track for our
30% medium term target.
Expanding reach,
delivering depth
We offered more exclusivity to our customers, becoming
the first wholesale partner with c.10 brands and creating
exclusive products with c.40 brands. Our flexible fulfilment
programmes expanded into 7 new markets, adding
c.60 brands to bring customers even greater breadth
and depth of products. Following a successful pilot, we
transitioned one of our biggest partners, Inditex, to an
AFS model in H2 and expanded the partnership with the
launch of new brand Oysho. Flexible Fulfilment contributes
more than 10% of third-party GMV, as at the end of FY25,
with plans to scale this further to more than 15% in FY26.
New loyalty, deeper
connections
We introduced our new loyalty programme in
the UK, ASOS.WORLD, reaching more than 1m
members within the first 6 months. Offering
exclusive benefits and experiences, it aims to
deepen how we connect with our customers,
increase frequency and customer profitability.
With c.20% of members being new or reactivated
customers, we see ASOS.WORLD as one of the
many ways we can drive brand engagement.
Next-level outfit discovery
We have used AI to meaningfully enhance the
customer experience, including the rollout of ‘Styled
For You’, marking a major milestone in scaling outfit-
based inspiration. Now live on c.80% of our product
pages and trained on 100,000+ curated outfits, our AI
model can serve customers with curated outfit
suggestions based on individual products. Having
demonstrated improved engagement and conversion
metrics, our AI technology has the potential to
reshape consumer habits, paving the way for further
ultra-personalisation and even virtual try-ons.
Partnerships powering
engagement
We added c.100 partner brands in FY25,
including customer favourites like Arket,
Good American and House of CB. Part of
this success has been improving how we
bring the best of the ASOS platform to our
partners. We launched our exclusive multi-
year adidas x ASOS partnership, co-designing
a womenswear range, combining its iconic
heritage and brand with our speed and trends.
With c.58 million social media impressions and
c.1 million product views, the launch generated
a halo effect for adidas’ visibility and sales on-
site, illustrating the value our collabs can bring.
Delivering operational excellence
We have made further progress on cost management,
reducing our supply chain costs by c.20% through the
optimisation of our warehouse and delivery operations.
In the US, we finalised the Atlanta warehouse closure,
whilst in the UK we became the first retailer to partner
with InPost to provide a next-day, 7 days a week delivery
service. Having reduced our underlying returns rate by
c.150bps in FY25, we see further opportunity to tackle
the issue of unnecessary returns in FY26.
T&R as a % of own brand sales
Successfully scaling Test & React (T&R)
06
ASOS Plc Annual Report and Accounts 2025
Our strategy
Our strategy is to lean into what makes
ASOS distinctive: our unique assortment
of the best own brand and partner brand
product, styling that helps customers
create outfits they love, and increasingly
personalised experiences that
feel relevant and exciting.
Right to win
Relevant fashion
product
We’re the go-to destination for
trend-led fashion that blends
quality, value and the best of our
own brands and partner brands.
Own brands:
Fashionability: Trend authority
Quality: Elevate fit, materials, craft
Value: Compelling price points
Partner brands:
Curation: Desirable mix of brands
Exclusivity: Unmatched assortment
Integration: Easy, efficient, highest
ROI partner of brands
Inspirational
shopping experience
We help people discover outfits
that fit their world, feel personal,
and are easy to shop.
Outfit-based:
Putting fashion into context
Personalised & localised:
Show customers the most relevant
assortment for them, in each moment
Easy-to-shop:
Provide a seamless, easy-to-shop
experience to drive deeper engagement
07
ASOS Plc Annual Report and Accounts 2025
Helps us deliver
stakeholder value
Customers
Who benefit from access to quality fashion
at an attractive price, a market-leading selection
of brands and inspirational, targeted styling.
ASOSers
A passionate and diverse team who are
empowered to contribute, learn, and grow
through our open and entrepreneurial culture.
Suppliers
With whom we collaborate to foster trusted,
mutually beneficial partnerships over the long
term and support incontinuous improvement to
meet the standards set out in our FWI Strategy.
Partner brands
Who gain access to a large, global and often
hard-to-reach customer base, the flexibility to
work with us under arange of different models
and the opportunity to learn from us and other
brands on sustainability and ethical trade.
Shareholders
Who will benefit from a focus on delivering
profitable growthand sustainable cash generation
through the efficientallocation ofcapital.
Communities
Who are supported through our industry
collaboration and meaningful action on human
rights and modern slavery by championing under-
represented groups in fashion via programmes,
charity partnerships and ASOS Foundation.
Find out more
Stakeholder engagement on pages 42 to 45
Efficient
operating model
We manage costs carefully,
act with speed, and consistently
deliver on our promises.
Cost-effective::
Rigorous in our cost and capital management,
releasing resources to reinvest
Fast:
Design and deliver with velocity
Reliable:
Deliver what we promised, how we promised it
Read more in our Strategic Review
pages 12 to 17
08
ASOS Plc Annual Report and Accounts 2025
Chair’s statement
FY25 was not just a year of recovery
but one of reinvention. We have laid
the groundwork for a more focused,
agile, and customer-centric ASOS.”
As we reflect on the fiscal year 2025,
I’m proud to report that ASOS has
delivered a year of meaningful
progress - one that marks a turning
point in our journey towards
sustainable, profitable growth.
Against a backdrop of continued
macroeconomic uncertainty and evolving
consumer behaviour, our performance
demonstrates the resilience and agility of
the new operating model that has been
built over the course of our turnaround.
Our financial results speak to this
transformation with our gross margin
increasing by 370bps year-on-year (YoY),
supported by a stronger full-price sales
mix, and our adjusted EBITDA rising by
over 60% YoY, reflecting our disciplined
cost management and operational
efficiency against a challenging backdrop.
These profitability improvements were
delivered amidst lower sales, with GMV
declining by 12% YoY (on a like-for-like
basis), as we continued to focus on
optimising our customer proposition.
Beyond the headline figures, FY25 was
a year of strategic progress. Key
highlights include:
 Scaling innovation: Our Test & React
model now drives >20% of own-brand
sales, and speed to market initiatives
have significantly shortened production
cycles - bringing trend-led fashion to
customers faster than ever.
 Enhancing flexibility: Flexible Fulfilment
models (AFS and PF) now represent
more than 10% of third-party GMV as at
the end of FY25, across c.150 brands
and more than 10 markets, improving
product availability and unlocking
working capital efficiencies.
 Elevating customer experience: Our
loyalty programme, ASOS.WORLD, has
reached more than 1m members in the
UK within six months of launching with
c.20% of these members being new or
reactivated customers. This initiative
has delivered higher order frequency
and customer profitability versus
non-members, indicating that our
proposition is driving engagement and
generating brand excitement. We are
committed to deepening our
relationships with customers by offering
more of these innovative products,
localised experiences, and personalised
services in FY26.
 Driving long-term efficiency: Cost
improvement and optimisation remains
a priority. Our distribution and
warehousing costs as a percentage of
sales are down c.3ppts over the last two
years, despite inflationary pressures.
This has been achieved through a series
of wide-ranging initiatives such as
improving customer fulfilment metrics,
reducing the causes of unnecessary
returns, optimising our warehouse
footprint and contract renegotiations.
Unlocking these cost opportunities has
given us the ability to invest in our
strengths and areas of competitive
advantage that are valued by our
customers, and which we will look to
capitalise on in FY26.
 Revitalising iconic brands: The
successful relaunch of Topshop Topman
(TSTM), including new wholesale
partnerships with Liberty and John
Lewis, as well as the return of Topshop.
com, has re-energised one of fashion’s
most recognisable names.
 Strengthening our foundation: Our
balance sheet has been improved
through comprehensive refinancings
and the formation of the TSTM joint
venture. We have delivered a net debt
reduction of more than £110m YoY as at
the end of FY25 alongside a £118m
decrease in our inventory, highlighting
further the enormous effort to
successfully reset the foundations
of our business and maximise our
financial flexibility.
 Advancing our sustainability
governance approach: We embedded
a tailored governance framework for
Fashion with Integrity (FWI), enhanced
our reporting tools, and facilitated
stakeholder engagement to embed
sustainability into decision making.
These outcomes have strengthened
FWI’s resilience and strategic alignment.
 Building leadership for the future: We
have made further exciting changes to
our Management Committee and Board,
bringing fresh energy and expertise to
our leadership team (full details of which
can be found on pages 70 to 74). We are
confident that this will help to drive ASOS
forward in its next phase of growth.
FY25 was not just a year of recovery
but one of reinvention. We have laid the
groundwork for a more focused, agile,
and customer-centric ASOS. As we look
ahead, we remain committed to delivering
fashion that inspires, experiences that
connect, and value that endures.
As previously announced, after three
incredible rewarding years I will step down
as Chair upon release of our FY25 results
and Natasja Laheij will become Chair. I am
immensely proud of what our team has
achieved together. It has been a privilege
to witness such dedication, resilience,
and innovation across the organisation.
I believe this is the right time to move on,
and I do so with complete confidence in
Natasja Laheij’s upcoming tenure. I am
certain she will lead the Company in its
next chapter to even greater success.
Thank you all for your enduring
commitment and support and for
your continued belief in our journey.
Jørgen Lindemann
Chair
21 November 2025
1 Gross Merchandise Value (‘GMV’): Adjusted retail sales
plus revenue attributable to Flexible Fulfilment partners,
net of returns and excluding sales tax.
2 The arrangement with Heartland A/S, whilst referred
to as a joint venture throughout this report, will be
accounted for as an associate, as detailed in note 14
of the financial statements.
2025
2024
2023
47.1%
43.4%
44.2%
09
ASOS Plc Annual Report and Accounts 2025
Chief Executive Officer’s review
Our vision
ASOS has always stood for innovation,
energy and fashion that excites. At ASOS
we have the ambition to be the most
inspirational destination for fashion
lovers on the planet. We want to be the
place where young people looking to
express themselves through fashion
can come for daily style inspiration, and
to discover new brands and outfits.
We are convinced that we have the right
capabilities to deliver our ambition. We
aim to offer the most relevant product
assortment consumers can find, through
a unique combination of the curation of
the most attractive fashion brands on
the planet, and the fastest and most
compelling range of own brands. This
unique product mix is brought to life
through inspirational and personalised
styling. Our goal is simple: to make ASOS
the go-to personal stylist in your pocket.
Our journey
When I became CEO at the end of FY22,
it was clear we needed to reset the
business so we could deliver on our vision.
Three years later, the turnaround is well
underway: we have rebuilt our foundations,
sharpened our focus, and are ready to
reclaim our place as the most exciting
destination for fashion-loving customers.
The journey we’ve been on – which we
discuss in more detail in our Strategic
Review – has taken patience, hard
work and tough decisions to get to
where we are today. It has followed
a clear and deliberate sequence.
First, we needed to stabilise the business
by addressing our most pressing
challenges: an excessive level of stock, and
a rigid balance sheet. Over the past three
years, we have reduced our stock by more
than 60% and completely transformed
our debt structure, giving us the flexibility
to implement the changes we envisioned.
Second, we had to refresh our business
and economic model, evolving from a
highly promotional model to a more
agile, flexible approach that reacts
quickly to the market to consistently
offer customers exciting and relevant
products. This enables us to improve
our gross margin and cost base while
sharpening our customer proposition.
In FY25, these changes delivered a
step change in profitability, with gross
margins up 370bps YoY and adjusted
EBITDA up more than 60% YoY, despite
continued volume deleverage. These
improvements have been driven by
innovative propositions such as Test &
React (now accounting for over 20% of
our own brand sales), the addition of c.100
new brand partners, the expansion of
our Flexible Fulfilment models (more than
10% of third-party GMV as at the end
of FY25), and significant optimisation of
our cost base, particularly in our supply
chain which improved by c.20% YoY.
Adjusted gross margin
47.1%
Our priority for FY26 is to focus on...
deepening our relationships with
customers and making ASOS not just
a place to shop, but a true destination
for inspiration and style.”
Today, we can confidently say we have
achieved the goals set for the first
two phases of our journey. We have
transformed the business, creating the
capacity to invest in what matters most
to customers. These improvements give us
the confidence that we now have the right
foundations to deliver the best of ASOS
in a way that is sustainably profitable.
Our future
Our priority for FY26 is to focus on the
third phase of our journey, deepening our
relationships with customers and making
ASOS not just a place to shop, but a true
destination for inspiration and style.
Our strategy is to build on what makes
ASOS distinctive: our unique assortment
of the best own brand and partner brand
products, fuelled by speed and flexibility,
styling that helps customers create outfits
they love, and increasingly personalised
experiences that feel relevant and
exciting, powered by technology and AI.
By focusing on differentiation, rather than
commoditised promotions or transactional
experiences, we will create lasting
value for customers and stakeholders
and sustainably profitable growth.
With the most difficult work behind us, I’m
more confident than ever that we have the
right strategy and capabilities to achieve
our ambition to become the most exciting
destination for fashion-lovers.
I would like to personally thank our
ASOSers, whose dedication and effort
has made this transformation possible.
I look forward to sharing more about
our journey and our next chapter in
the Strategic Review and thank you
for your continued support.
José Antonio Ramos
Calamonte
Chief Executive Officer
21 November 2025
10
ASOS Plc Annual Report and Accounts 2025
Strategic
Review
Contents
12 Strategic Review
18 Sustainability
38 Our people
42 Stakeholder engagement
46 Financial review
52 Risk management
56 Principal risks and opportunities
61 Long-term viability statement
63 SASB Standards Index
66 TCFD & CFD Index
11
ASOS Plc Annual Report and Accounts 2025
FY25
FY24
FY23
£402m
£520m
£768m
FY22
£1.1bn
12
ASOS Plc Annual Report and Accounts 2025
Inventory levels
Inventory reduction YoY
c.20%
Strategic Review
Our strategic
progress
Our journey so far
We’ve taken a deliberate approach
to putting the foundations in place
for sustainable, profitable growth.
As we’ve spoken about before,
there have been three stages to our
turnaround each involving a deliberate
series of actions – not always a linear or
neat process, but all geared towards the
same goal of building a platform that can
deliver sustainable, profitable growth.
Stage 1: Dealing with the legacy
of the old model
Our first focus was on addressing the
significant legacy issues constraining
ASOS. These combined actions
represent an enormous effort across
our business to successfully reset the
essential foundations of our business.
Successfully resetting our
inventory position…
At the beginning of our transformation,
our stock levels had doubled to £1.1bn at
the end of FY22, due to pandemic-related
disruption and poor commercial practices
which led to the build-up of old and aged
stock. Resolving this required tough but
necessary action, with ‘peak pain’ in FY23
and FY24 including reducing our intake
and discounting to clear old stock.
By the end of FY25, we successfully
reduced our stock levels to c.£400m,
down c.60% since FY22, clearing aged
inventory so customers see fresh styles
and the latest trends every time they shop.
…allowed us to complete our warehouse
rationalisation
A second challenge at the start of our
transformation was our substantial
warehouse network. Since FY21, we’ve
reduced our footprint by over 50%,
supported by the reduction in excess
inventory and more efficient stock levels
under our new commercial model. This
has improved our operational efficiency
on existing sites and delivered significant
fixed cost savings, enabling us to serve
our customers more competitively.
Having mothballed our second UK
fulfilment centre (FC) in Lichfield in FY24,
we announced the mothballing of our
Atlanta site in FY25 — optimising our
US operating model, with significantly
improved product availability for
customers from our remaining UK FC in
Barnsley, and a smaller, more flexible new
site in Dallas, while generating an expected
£10–20m in annualised cost savings.
We’ve significantly strengthened our
balance sheet, improving our financial
flexibility for the future
The third key legacy issue was our balance
sheet and capital allocation. In FY25 and
early FY26, we took a series of actions that
significantly strengthened our balance
sheet and improved our financial flexibility.
In September 2024, we announced the
formation of the Topshop and Topman
joint venture (TSTM JV), with Heartland
A/S taking a 75% stake for a £135m cash
consideration. Through a concurrent
convertible bond refinancing, we
successfully extended our debt maturity
profile while reducing our net debt,
funded in part by the TSTM proceeds.
In November 2025, we announced a
further successful refinancing of our
asset backed loan facility into a secured
term loan and Delayed Draw Term Loan
(“DDTL”) with a new syndicate of private
lenders. This refinancing brings materially
improved financial terms, including
£87.5m additional liquidity headroom,
increased financial flexibility over a
five-year term to 2030, and a c.£5m
reduction in annual cash interest costs
versus the previous Bantry Bay facility.
While our work to optimise the business
model and capital allocation will continue,
we are confident that we have now
addressed the most critical foundational
issues. This gives ASOS the flexibility and
resilience needed to support our next
phase of sustainable, profitable growth.
Stage 2: Building the new
commercial model based on
speed, agility and profitability
The second stage of our turnaround
required us to build a new commercial
model that could deliver sustainable
profitability. This required a
comprehensive transition to more
disciplined, agile ways of working focused
around three simple principles: better
product for customers, backed up
by rigorous inventory management,
and more efficient operations.
Consistently delighting customers with
fresh, relevant products at the right price
builds loyalty, and drives full-price sales.
Stronger unit economics, in turn, create
the capacity to reinvest in customer
experience, creating a positive flywheel.
13
ASOS Plc Annual Report and Accounts 2025
Together, these principles establish a
structurally higher gross margin profile
and stronger, more profitable underlying
economic model that we can grow
sustainably going forward. We can already
see proof of this working in FY25. We
grew our gross margin by 370bps YoY,
driven by higher full-price mix and lower
markdowns, while reducing inventory
by a further c.20% YoY, benefitting
our working capital intensity through
quicker, more efficient stock turnover.
Our wide-ranging approach to improving
the efficiency of our cost base and
operations – from a more targeted
approach to our customer proposition
by market, through to renegotiating and
resetting our variable and fixed cost
base to support the new commercial
model – all helped us deliver adjusted
EBITDA growth of more than 60% YoY to
£132m in FY25. This has been achieved
despite continued volume deleverage
from lower than expected GMV, and
against a backdrop of continued macro
uncertainty, demonstrating the resilience
and agility of our new operating model.
We have deliberately spent longer on
Stage 2 than initially planned, and for
good reason. Towards the end of FY25,
we explored the opportunity to reduce
fixed costs and drive further variable cost
optimisation and we remained focused
on securing even stronger profitability
foundations that will deliver further
material improvements to our cost base
in FY26 and beyond, effectively creating
more headroom to reinvest in growth.
With the core building blocks of our new
commercial model now in place, we are
able to move from roll-out to amplification.
design, with the ability to cut our average
production times by up to 30% over the
last year. Our growing speed to market
models help us bring customers trends
first while also improving the efficiency
and agility of our supply chain.
These capabilities are extremely hard to
replicate. They require deep co-ordination
across design, sourcing and logistics,
as well as the ability to test and gather
data on small runs of product through our
online platform and centralised inventory.
Managed effectively, these production
methods can narrow the gap between
supply decisions and demand signals –
supporting better gross margins (even
with higher investment into input costs),
reducing discounting and removing waste
and excess production in the system.
The integration of new AI tools is also
making our people and our processes
more efficient. During H2, we successfully
piloted a new AI design tool which delivers
an average time saving of 75-80% on core
design workflow tasks, as well as removing
sampling costs and physical waste.
Deepening our partner brand relationships
to bring customers more of the best
product, in one place
Combined with our Flexible Fulfilment
(FF) models – Partner Fulfils (PF) and
ASOS Fulfilment Services (AFS) – we’re
able to scale the availability of the
best product to our customers faster
and more efficiently than ever.
These models allow us to be more agile
in how we collaborate with our partner
brands, while offering our customers
increased breadth (i.e. expanding
the product range available on the
ASOS platform) and depth (i.e. giving
customers access to best sellers when
our wholesale stock is depleted).
We ended FY25 with these platforms
scaled to more than 10% of third-
party GMV by the end of the year,
across c.150 brands and more than
10 markets, including successfully
transitioning to AFS with Inditex during
H2 and launching PF in the US.
Case study
Test & React in action
Our market-leading Test & React model,
which brings product from design to site in as
little as three weeks, enables our own brands
to deliver the most exciting product and set
the trends for our fashion-loving customers.
One of our key successes that customers
loved in FY25 was our cinched, tie-side
t-shirts which we were able to repeat,
and test across 15 new options including
t-shirts, tops and dresses.
In FY26, we enter the final stage of
our transformation with a business
model, stock profile and underlying
cost base that positions us to return to
sustainably profitable GMV growth.
How have we achieved this?
(i) Better product for customers
Great product sits at the heart of our
customer proposition. What makes the
ASOS experience distinctive is the way
we bring the best and freshest own
brand and partner brand product to
life — through curating outfits, exclusive
drops and inspirational styling that
showcase fashion in a way that excites.
New speed models allow us to set the
trends with our own brand product
Being first to market for fashion
and trends is one of ASOS’ defining
strengths and something we’re
proud to bring to our customers.
Our market-leading Test & React (T&R)
model – which brings product from design
to site in as little as three weeks – enables
our own brands to deliver the most
exciting product and set the trends for
our fashion-loving customers. T&R now
accounts for more than 20% of our own
brand sales, having launched from pilot
two years ago, demonstrating the strong
customer demand for this product and
our new commercial model in action. Into
FY26, we plan to scale this even further to
more than 25% of our own brand sales, on
track for our medium term target of 30%.
We have extended the same fundamental
principles to our long-shore own brand
supply chain through our speed to market
initiatives, such as moving to fabric-first
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ASOS Plc Annual Report and Accounts 2025
Strategic Review cont.
In FY26, we will continue to scale these
models to more than 15% of third-
party GMV to best serve our customer
demand and expand our relationships
with new and existing brand partners.
Our partner brands can see the power of
our reinvigorated platform, with c.100 new
partner brands joining in FY25, spanning
premium names, cutting-edge fashion, and
commercial favourites, giving customers
more of what they love all in one place.
Our cross-functional teams combine the
best of the ASOS platform for our brand
partners: from elevated shoots through
our in-house Studios capabilities, access to
new audiences through ASOS Media Group
(AMG) via our owned social and website
content, to high-impact events.
These efforts have driven successful
launches of brands including Arket,
House of CB and Good American and
deeper collaboration with existing
partners such as Charlotte Tilbury,
Inditex, Mango and Nike. We’ve also seen
a strong customer response to our
growing premium proposition, which we’re
excited to continue building out in FY26.
Creating exclusive outfits and styles
that only ASOS can offer to inspire
and excite customers
In FY25, some of our biggest customer
moments came from exclusive
collaborations. In July, we announced an
exclusive multi-year collaboration with
adidas launching an ASOS-designed
womenswear collection — a bold step
in a long-standing relationship.
The first drop featured c.30 uniquely
designed pieces, generating 58 million
social impressions in launch week and 2
orders per second at launch, creating
a halo effect and uplift in sales and
visibility of broader adidas product.
This is just the start of an exciting
multi-year project, with the second
collection launched in Q1 FY26, combining
adidas’ brand and heritage with ASOS’
speed and trends, showcasing the
unique value we can bring to customers
through innovative partnerships.
As well as the latest trends, we know
our customers want brilliant everyday
essentials – staple products that offer
style, function and quality at great value.
In H2, we introduced breatheMAX™, our
new ASOS Design menswear range built
for maximum comfort and effortless
style. Featuring a variety of styles of
standard and oversized t-shirts at £16-
£22, each piece is crafted with a high-
performance wicking finish that pulls
moisture away from the skin and dries
quickly, perfect for wearing on repeat.
The demand from our customers has
been clear, with our initial menswear
launch surpassing full-price sell-through
expectations and driving us to expand
the range into womenswear in FY26.
We see significant opportunity to build
our next-level essentials collection further,
combining purpose-led design with
premium, more sustainable fabrics that
deliver function, durability and inclusive
style for our style-conscious customers.
Across our own brand portfolio, we
achieved 50% more sustainable
materials usage (up from 34% last
year, and surpassing our target of
45%), making more of our customers’
fashion choices inherently aligned
with responsible practices.
(ii) Rigorous inventory management
Consistently delivering customers the best,
freshest fashion product requires rigorous
inventory management. With faster speed
to market across our buying process (i.e. a
shorter lead time between buying and selling
stock), powered by T&R and our broader
speed to market initiatives, we can make
intake decisions with increased flexibility,
driving our full-price sales mix higher.
Alongside a more effective approach to
in-season clearance, we’ve improved our
12 week sell-through rate YoY with lower
markdown investment required. Our FF
models further enable us to maximise the
availability of the most exciting products
while minimising inventory risk.
Our new, more disciplined inventory
management process has enabled us to
reduce our stock cover by c.25% over the
last two years and improve the return on
cash invested into inventory. This results in
higher sales and gross profit for a given level
of inventory, thereby enhancing our cash
flow and sustainably reducing the capital
intensity of our operations, while allowing us
to increase our sales with a more efficient
investment in inventory in the future.
Case study
adidas Originals x ASOS collaboration
In July, adidas and ASOS shut down a street in central
London for an exclusive runway to mark the launch of the
first collection in our new multi-year partnership.
adidas Originals x ASOS: Collection 01 showcased a
range of exclusive new womenswear pieces, designed
in-house by ASOS using adidas’ iconic sportswear
heritage, marking a major new chapter for both brands’
long-standing relationship.
15
ASOS Plc Annual Report and Accounts 2025
(iii) More efficient operations
Our focus on efficiency spans our
operations and our cost base. By removing
waste, both in terms of time and costs, we
can unlock opportunities to invest into
areas that our customers really value.
Increasing efficiency and removing
waste across our operations…
In FY25, we delivered meaningful
operational and cost efficiencies,
particularly across our supply chain, that
will lead to significant multi-year savings
and fundamentally improve our cost to
serve. We’ve reduced our supply chain
costs by c.20% YoY, while continuing to
invest into competitive delivery speeds
and bringing customers convenient
options e.g. through our next-day locker
partnership with InPost in the UK.
Distribution and warehousing costs
as a percentage of sales are down
c.3ppts over the last two years, through
a series of wide-ranging initiatives
including optimising our warehouse
footprint, contract renegotiations,
and improving customer fulfilment
metrics e.g. reducing the percentage of
orders that were missing our customer
delivery promise by c.30% YoY.
…focused on improving our customer
experience by reducing key pain
points like returns
Returns have been a major focus area,
both because of the cost they create and
the friction they cause for customers.
We know finding the right fit matters
most. That’s why, in FY25, we improved
size guides and added more reviews so
customers can shop with confidence
and avoid unnecessary returns.
We also refined our fair use policy in
core markets to protect free returns
for the vast majority of customers, while
addressing unprofitable behaviours.
These actions helped reduce our
underlying returns rate by c.150bps YoY,
and we see further opportunities ahead
in FY26 to tackle the root causes of
unnecessary returns and make shopping
with ASOS even more seamless.
Significant profitability improvements
in FY25, building on foundations laid over
last two years…
Combined, these gross margin and cost
improvements have enabled us to grow our
adjusted EBITDA by more than 60% YoY,
despite the continued volume deleverage
from lower than expected GMV as we
continue to focus on higher quality sales
against a soft consumer backdrop.
We have achieved this despite continued
inflationary pressures, macroeconomic
and tariff uncertainty, reflecting the
increased agility and resilience that we’ve
established during our turnaround. This
result also includes the impact of the TSTM
royalty payment in FY25, previously guided
to being a £10-20m adjusted EBITDA drag
during the year, but which we expect
to be increasingly positive over time.
Our profit per order is up 30% YoY,
underscoring the fundamental reset in
unit economics we’ve achieved through
focusing on creating sustainably profitable
relationships with our customers.
…with further cost improvements
locked in for FY26 and beyond
In H2 FY25, we explored additional
opportunities to reduce fixed costs and
drive further variable cost optimisation
across our business, including through
a disciplined review and subsequent
renegotiation of key supplier contracts.
These meaningful cost actions, while
not delivering a material benefit during
the period, have lowered our cost base
for the medium to long term, positioning
us to realise significant annualised
cost savings in FY26 and beyond.
Our focus on efficiency spans our operations
and our cost base. By removing waste...we
can unlock opportunities to invest into
areas that our customers really value.”
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ASOS Plc Annual Report and Accounts 2025
Strategic Review cont.
Case study
Launching more immersive
shopping experiences
In August, we launched ASOS Live, our immersive
video shopping experience that bridges the gap
between inspiration, discovery and shopping.
Our customers have been engaging with our
elevated on-app video content, including the
unboxing preview of the 2025 ASOS Face +
Body advent calendar. This preview not only
generated excitement but also featured
informative content that guides customers
in discovering our products.
…demonstrate the opportunity
to bring more new customers to
ASOS by raising brand awareness
In FY26, we see a significant opportunity
to win more of these future core
customers by spreading the message to
new customers and telling them about
everything that ASOS can offer. We will
relaunch the ASOS brand with a clear,
product-led message around quality and
inspiration, supported by disciplined,
ROI-driven brand marketing to drive
higher awareness and consideration in
our core markets. This will be backed
up by an exciting pipeline of new and
innovative digital experiences to
drive momentum and brand heat.
Making ASOS feel like it’s made
for you through better, more
personalised experiences
In FY26, our customers will find more ways
to use ASOS for fashion discovery and
inspiration. We’re launching a pipeline of
exciting new features that will make every
customer feel like ASOS is made for them,
regardless of their shopping mission;
whether its finding full outfits and looks
with confidence; discovering new brands,
trends, and styles; or getting tailored
advice from your own personal stylist.
Customers will be able to enjoy continuous
improvements over the coming months
including a new personalised “For
You” tab filled with the most relevant
recommendations based on their
preferences, a refreshed homepage with
shoppable fashion entertainment where
they can explore and discover new brands,
trends and products, as well as new ways
to discover and engage with outfits,
including making them easier to visualise,
buy and share their favourite looks.
Where we’re
going in FY26
Stage 3: Re-engaging customers
with the most relevant product and
inspirational shopping experiences
Re-engaging customers at scale to drive
sustainably profitable GMV growth
With these stronger foundations secured,
the final phase of our turnaround is
regaining the hearts and minds of
customers at scale. We’re focused on
leaning into what makes ASOS distinctive:
great product, inspiring experiences
and innovation that resonates with our
core customer. This means combining
our unique mix of own brand and partner
brand product with styling, personalisation
and immersive experiences that makes
us a true destination for fashion. Our
successful execution of the first two
stages of our journey is what gives us
confidence in our ability to successfully
deliver this final stage of our journey.
Into FY26, we are focused on three key
growth levers: continuing to enhance
product relevance through our speed
models, exclusive collaborations and FF
platform expansion; investing in ROI-
driven, product-led brand marketing;
and accelerating progress on our digital
customer experience – our biggest
opportunity for step-change improvement.
Positive signs of deeper engagement
with our existing customer base…
Although our total customer base is
down 14% YoY – reflecting lower new
customer acquisition, as well as our
continued actions to optimise our
customer proposition against a soft macro
backdrop – the quality and engagement
of our active customers are improving.
The number of reactivated customers
(those who had previously shopped, but
not in the preceding 12 months) is broadly
flat across the Group and up YoY in the
UK, showing the ability of our improved
product and experience to re-engage
customers who already have consideration
and awareness of the ASOS brand.
Our retention rate is improving, another
clear signal that our enhanced proposition
is resonating. When we strip out the impact
of measures taken to address unprofitable
customer behaviour, our retention rate
among profitable customers is improving
at three times the Group rate. At the same
time, average net spend and customer
profitability are also increasing, driven by
higher basket values and lower discounting.
The progress we’ve made with our customer
proposition and economics in the first two
stages are already delivering improved
return on advertising spend (ROAS).
Taken together – higher spend, higher
profitability and stronger retention –
these trends demonstrate that ASOS
is successfully winning back the hearts,
minds and wallets of customers who know
our brand and shop with us, giving us
confidence that we have got a strategy
that can bring value to customers.
17
ASOS Plc Annual Report and Accounts 2025
17
Outlook
In FY26, enabled by the strategic and financial progress
made throughout our turnaround, we expect:
 GMV expected to show an improving trajectory
throughout the financial year,
 GMV performance 3-4ppts ahead of revenue
performance, driven by continued growth of FF models;
 Further gross margin improvement of at least 100bps
to 48% to 50%, driven by continued growth in full-price
sales mix and FF models;
 Further adjusted EBITDA growth to £150m to £180m,
supported by continued gross margin expansion, variable
contribution and fixed cost discipline, with a meaningful
year-on-year margin improvement in both
H1 and H2 FY26; and
 Broadly neutral free cash flow.
Our core focus remains sustainable, profitable growth. In the
mid-term we continue to expect to generate adjusted EBITDA
sustainably ahead of capex, interest, tax and leases, with
revenue growth and an adjusted EBITDA margin of c.8%. Our
new commercial model can drive materially higher gross
margin towards 50% through higher full-price sales mix and
flexible stock models, which also benefits our inventory days.
Our focus on efficient capital allocation will bring our capex
down to 3% to 4% of sales, and over time, we anticipate that
our improving profitability and cash flow will also reduce our
net debt and interest levels.
In August, we launched ASOS Live, our
immersive video shopping experience
that bridges the gap between inspiration,
discovery and shopping through live and
on-demand videos that customers can
interact with and shop through, within
a social media-style experience on our
platform. We know customers value our
curation and guidance to help discover
products, and that informative video
content helps provide confidence in size,
fit and product suitability before ordering.
Since launching ASOS Live, we have seen
a positive customer impact on relevant
metrics that ASOS Live supports, including
higher engagement on-app and improving
customer conversion from viewers.
Our customers come to ASOS for
more than just individual products –
they are looking for style inspiration.
We know styling content is a proven
driver of conversion, demonstrating
the value it brings to customers, and
we’re innovating our on-site experience
to bring that value to more customers
and product pages than ever before. In
Q4, we began piloting our new “Styled
for You” feature, a major milestone in
scaling outfit-based inspiration with the
power of AI. Trained on our database
of 100,000+ expertly curated Studio
outfits, our AI model can serve customers
with curated outfit suggestions
based around individual products.
Rewarding our most loyal
customers with ASOS.WORLD
After a successful pilot launched in March,
we rolled out our new loyalty programme,
ASOS.WORLD, across the UK in Q4.
Designed to strengthen our connection
with customers, ASOS.WORLD rewards
loyal customers with early access,
priority alerts and exclusive experiences
designed around what they value most.
The programme features four tiers from
the free-to-join Stylist tier through to
our A-Lister tier for customers spending
£750+ annually. We have reached more
than 1m members in the UK within six
months of launch, demonstrating strong
customer demand for the programme.
Benefits are rooted in ASOS’ core
proposition of great product and
inspiring experiences: early access to new
collections, priority back-in-stock alerts,
invitations to exclusive online and in-person
events, and more. For example, ASOS.
WORLD members gained early access
to shop the second drop of our sold-out
adidas cow-print collaboration, purchasing
a third of the stock, despite only making
up c.10% of the customer base at the
time of launch, and driving a significant
spike in sign-ups to the programme.
Members are showing have higher
order frequency and customer value
versus non-members, demonstrating
the commercial benefit of deeper
engagement. In FY26, we see opportunity
to roll out ASOS.WORLD further and drive
even stronger customer connections.
Giving customers more ways
to shop our iconic brands with
the relaunch of Topshop Topman
(TSTM)
In August, we staged the major relaunch
of Topshop.com, taking over Trafalgar
Square in London, and delivering one
of the most talked-about comebacks
in British fashion. This was just the
beginning of reigniting the brands’
cultural relevance, with the return to
physical retail through a curated selection
of wholesale partners announced,
including Liberty and John Lewis.
Strategically, the relaunch is a major
step in rebuilding TSTM, giving customers
more ways to shop and engage with them.
The model, led by Managing Director
Michelle Wilson, gives TSTM the focused
leadership and support it needs to thrive
as iconic standalone brands, while still
leveraging ASOS’ core infrastructure
and expertise to unlock its huge potential.
We’re excited about the opportunities
this creates in FY26 and beyond – not only
for TSTM’s growth, but as a model for
future brand development within ASOS.
Together, these initiatives will allow
us to accelerate the impact of our
turnaround – turning the work of the
past three years into deeper customer
engagement, greater operational
efficiency and a clear route towards
sustainable, profitable growth.
Our biggest opportunity is to make
shopping on ASOS feel personal
and inspiring, with experiences that
help customers discover, style and
shop effortlessly. We are only at the
beginning of this chapter, with the first
wave of digital improvements delivered
in Q4 showing what is possible.
As we move into FY26, our focus and
velocity will step up significantly,
with a growing pipeline of initiatives
bringing this to life for our customers.
Each enhancement – from smarter
personalisation to seamless discovery
and checkout – is designed to deepen
engagement, strengthen loyalty,
and unlock profitable growth.
ASOS Plc Annual Report and Accounts 2025
18
Sustainability
Fashion with
Integrity
Planet
Our Fashion with Integrity (FWI)
strategy encompasses our work on
the sustainability-related impacts,
risks and opportunities that exist
within our value chain.
With its Planet, Product, and People pillars,
the strategy aims to strengthen ASOS’
resilience by reducing our environmental
footprint and ensuring ASOS behaves
responsibly towards our stakeholders.
On the following pages, we provide
detailed information regarding
each strategic priority, including
information on our policies, actions and
targets, and the steps taken during
FY25 to deliver our FWI strategy.
As part of our focus on continuous
improvement and refinement, this year
we have updated some of our targets and
commitments. We have explained these
changes throughout the report, but full
details of changes can be found alongside
target methodologies on asosplc.com/
sustainability/fashion-with-integrity/.
Key
Targets
(quantitative performance metrics)
Commitments
(qualitative performance metrics)
Goal
Reduce the impact of our operations
and value chain on the climate, the
environment, and natural ecosystems
Targets/commitments
Net zero carbon across our entire value chain by
FY50, with a 90% reduction in absolute emissions
from our FY22 baseline.
Performance: FY25: -48.2%
See page 26
Reduce absolute Scope 1 and 2 GHG emissions by
45% by FY30 from our FY22 baseline; and source 100%
renewable electricity across the ASOS Estate by FY27.
Performance:
Carbon: FY25: -22.9%
Renewables: FY25: 89.5%
See page 27
Reduce absolute Scope 3 emissions from purchased
goods and services and upstream transportation
and distribution by 42% by FY30.*
* In line with Science Based Targets initiative (SBTi) guidance this covers
100% of our Category 1a and 12.9% of our Category 4 emissions
Performance: FY25: -46.5%
See page 27
Sustainability
ASOS Plc Annual Report and Accounts 2025
19
FWI will always be a key part of
how we work at ASOS. As we make
progress with our wider business
strategy, we must also deliver
against the principles, targets and
commitments that underpin FWI; and
continue to strengthen the existing
link between sustainability, risk
management, and business resilience.
Doing so is essential to delivering
sustainable, profitable growth.
This year we have started to deliver on the
updated commitments and targets we set
out in our last annual report. As can be
expected, there are some areas where we
have made strong advancements, and
others where we have not moved as fast as
we would have liked. We’re committed to
transparently reporting on our progress
each year, including providing context on
challenges faced and any learnings.
As well as reporting on our progress
against our strategic targets, this section
incorporates our disclosures in reference to
relevant voluntary and mandatory reporting
frameworks. It also reflects our continued
commitment to the UN Global Compact
and its Ten Principles, which I’m proud to
endorse again this year.
José Antonio
Ramos
Calamonte
CEO
Product People
Goal
Make designing circular and more
sustainable products business as
usual, to create positive change
across a product’s lifetime
Goal
Ensure human rights are respected
and protected and support our
customers and communities
Targets/commitments
Increase our use of more sustainable materials
in our ASOS own brand clothing products
through annual targets.
Performance: FY25 Target: 45% FY25 Actual: 50%
See page 30
Test and introduce innovative packaging materials and
solutions, reducing overall usage where appropriate. By
FY26, we’ll increase recycled content in plastic mailing
and garment bags to a minimum of 95%.
Performance: N/A
See page 31
Train the manufacturers of our ASOS own brand clothing
products on our ASOS Circular Design Strategies.
Performance: On track
See page 31
Facilitate recovery programmes to keep products
in use at their highest value.
Performance: Delayed
See page 31
Targets/commitments
Implement our Human Rights strategy to enhance
the human rights of workers across our value chain.
Performance: On track
See page 34
Maintain and build on our foundation of effective own
brand and partner brand due diligence.
Performance: On track
See page 35
Grow our connection with under-served customers
and communities through authentic, impactful
partnerships and programmes.
Performance: Updated commitment
See page 36
Support and amplify new and emerging talent and brands
to help make fashion more exciting, inclusive and relevant.
Performance: Updated commitment
See page 36
By FY30, achieve 50% female and 15% ethnically diverse
representation across our combined leadership team.
See Our people section page 41
20
ASOS Plc Annual Report and Accounts 2025
Sustainability cont.
Basis for preparation of
sustainability disclosures
Scope of data and consistency
with frameworks and legislation
The data in the Sustainability section
covers the period 2 September 2024 to
31 August 2025, unless otherwise stated.
Our sustainability disclosures for FY25
cover our global operations and the whole
Group. We did not need to rebaseline any
sustainability-related data during this
financial year, as there were no material
changes in our operations, value chain or
business activities.
This is our third year disclosing in
reference to the Sustainable Accounting
Standards Board (SASB) and the Global
Reporting Initiative (GRI) standards. It also
marks our third climate-related financial
disclosures in reference to Sections 1 – 4
of the TCFD ‘Recommended Disclosures’
from ‘Chapter C. Guidance for All
Sectors’ within the TCFD’s publication,
“Implementing the Recommendations
of the Task Force on Climate-related
Financial Disclosures (2021)” (referred
to here as the “TCFD Guidance”).
We have also prepared the Planet section
in this report following the 2020 UK
Government Environmental Reporting
Guidelines, including Streamlined Energy and
Carbon Reporting (SECR) requirements.
Please refer to the appendix of this
report (page 63 to 67) for an index
highlighting the location of information
pertaining to each recommended
disclosure and our associated level of
consistency. In reporting in reference to
these frameworks we are also preparing
for the upcoming UK Sustainable
Reporting Standards (UK SRS).
In making this Scoping & Consistency
Statement, we consider that these
disclosures meet the requirements of
UKLR 6.6.6R (8) (UK Listing Rules).
Determining material
sustainability topics for
reporting
Consistent with our FY24 Annual
Report, we have used the results of
our impact materiality assessment to
define material sustainability-related
topics for reporting. This took in
desk-based research and internal and
external stakeholder interviews and
questionnaires. It identified our most
material external impacts on the economy,
environment, and society. By focusing
our efforts on these topics, we aim to
reduce our impact while also removing
potential risks to ASOS and improving
the resilience of our supply chain.
Building on this assessment and to
strengthen our understanding of risks
and opportunities for ASOS, we’re
currently undertaking a double materiality
assessment (DMA). Through the DMA
process, we are also refreshing our
understanding of ASOS’ impact on the
economy, environment and society.
Results from this DMA will be used to
refresh our view of material topics and be
incorporated in our reporting from FY26.
Both materiality assessments consider
topics from the European Sustainability
Reporting Standards (ESRS) guidelines.
These are based on the International
Sustainable Standards Board (ISSB) S1 and
S2 frameworks, which will be incorporated
in the UK through the upcoming
Sustainability Reporting Standards (SRS).
An overview of the sustainability topics deemed material for our annual reporting can be found in the table below:
FWI pillar Material topic Materiality
Principal
risk link Material topic description
Planet
Climate change Critical Y How ASOS manages impacts on climate change associated
with GHG emissions and how we respond to the risks caused
by climate change.
Water Significant N How ASOS manages water-related impacts associated
with water withdrawals, consumption and discharges.
Biodiversity Significant N How ASOS manages impacts on biodiversity and
ecosystems relating to the prevention, management
and remediation of damage.
Product
Resource use and waste
(i.e. materials and
packaging)
Significant N How ASOS manages impacts associated with the type
and quantity of resources used across our supply chain,
operations, and at end of life for packaging and products.
Pollution Significant N How ASOS manages impacts on the pollution of air, water
and soil, with specific consideration to substances of concern
(i.e. toxic chemicals), and microplastics
People
Equal treatment and
opportunities in the
supply chain
Significant Y How ASOS manages impacts associated with equal treatment
and opportunities in the supply chain, relating to the diversity
and inclusion of workers, measures against gender-based
violence and harassment, and equal pay and training. Includes
consideration to the diversity of brand partners.
Working conditions and
work-related rights in
the supply chain
Significant Y How ASOS manages impacts on working conditions and
work-related rights in our supply chain (including product
manufacture and workers not directly employed by ASOS or
third-party logistics providers, i.e. delivery drivers), including
child labour, forced labour, adequate wages, health and safety,
and freedom of association.
ASOS Plc Annual Report and Accounts 2025
21
Planet
22
ASOS Plc Annual Report and Accounts 2025
Climate
change
Related material topics:
Climate change
Risks
“Challenges and impacts of climate
change” is a principal risk for
ASOS. We face risks related both
to the transition to a lower-carbon
economy and the physical impacts
of climate change, throughout
our own operations and supply
chain. These include changes in
technology, market risks, and how
our response to climate change
affects our reputation. Physical risks
can be event driven by shorter-term
(acute) or longer-term (chronic)
shifts in climate patterns. Failure to
manage these risks effectively could
impact our financial performance
through a loss of stakeholder
confidence in ASOS, reduced
market share, increased costs, tax
penalties or potential operational
disruption. For more information,
please see our Principal risk and
uncertainties section on page 56.
Opportunities
Our carbon targets are in line with the
1.5°C climate pathway and have been
validated by the SBTi. This puts us in
good stead to respond and comply
with emerging legislation, providing
business resilience against policy risk.
Our sustainable materials target,
discussed in the Product section
of this report, is a key driver in
our decarbonisation planning. By
reducing our reliance on virgin
materials, we also increase our
resilience to the physical effects of
climate change, such as heatwaves
and droughts – which all have a
potentially substantial impact on
raw material yields, such as cotton.
The diversification of our product
portfolio to include more sustainable
offerings, for our own brands but also
through our partner brands, will
enable us to access new customers
and reduce the market-related risks
associated with climate change, such
as changing stakeholder preferences
and boycotting. To ensure these
benefits are realised, we are working
hard to improve our systems, to
enable us to be more transparent with
our customers on the environmental
performance of our products.
Our approach
During the year, we continued to work in
partnership with Risilience to strengthen
our deep-dive scenario analysis using the
scenarios and assumptions below.
Our modelling focuses on downside risks
and is based on our current product range,
sourcing strategy and asset base, with no
mitigation or strategic response assumed
to minimise these risks. The financial
values and potential costs presented are
quoted as ranges to reflect the inherent
uncertainties of climate-related modelling,
which relies heavily on assumptions.
These uncertainties are driven by
internal limitations in data, as well as
the rapidly evolving nature of climate
science, regulatory developments,
and technological advancements. We
are working to improve our data and
systems, specifically around supply
chain transparency, with the aim to
make our modelling outputs more
representative of our full value chain.
As with any forward-looking analysis,
there are significant uncertainties
involved. Our analysis is exploratory in
nature and should not be considered
a forecast or prediction. Instead, it
serves as a tool to test the resilience of
our business strategy under different
potential future climate conditions.
The assumptions underpinning this analysis
are based on the Intergovernmental
Panel on Climate Change’s Shared
Socioeconomic Pathways (SSPs), the
Network for Greening the Financial
System (NGFS) pathways, regulatory
landscapes, market conditions and areas
of our business model including our supplier
portfolio, all of which are subject to rapid
change. As a result, our scenarios cannot
capture the full range of potential future
developments, particularly as new data,
policies and technological advancements
emerge. This analysis therefore represents
a snapshot of plausible futures under
existing assumptions and currently known
information, but it does not encompass
the full breadth of possible outcomes.
Types of climate risks:
 Transition risks and opportunities
result from moving to a lower carbon
economy and are caused by market
sentiment, climate policy/legislation,
the need to update technology,
requirements to change our business
model or operations, and any
reputational impacts resulting
from these areas.
 Physical risks and opportunities
result from the effects of climate
change on the environment and
weather and are caused by global
warming, leading to more extreme
weather events such as drought,
excessive heat, wildfires, flooding,
heavy precipitation and cyclones.
Sustainability cont.
Planet
23
ASOS Plc Annual Report and Accounts 2025
The scenarios we analysed
This year our detailed climate risk analysis
used climate modelling scenarios based on
Shared Socioeconomic Pathways (SSPs)
for physical risks and the NGFS-defined
emissions pathways for transition risks.
For comparability, as the NGFS pathways
build narrative upon the SSPs temperature
warming scenarios, we have mapped our
physical risks to the relevant NGFS
pathway in our detailed climate risk
analysis results table on page 24.
We have selected four NGFS pathway
scenarios to assess potential
transition and physical impacts:
1.4ºC
Orderly
Net Zero 2050
Assumes global warming is limited to
1.4°C through stringent climate policies
and innovation, reaching global net
zero CO emissions around 2050.
Under this scenario:
 Global CO emissions reach or
approach zero in 2050.
 Countries with a political commitment
to a net zero target defined before
end of March 2024 meet this target
before or after 2050.
1.7ºC
Disorderly
Delayed transition
Assumes annual emissions do not decrease
until 2030. Post-2030 regime change
introduces strong policies to limit warming
to below 2°C. Under this scenario:
 Countries stick to current policies until
2030 and experience a “fossil recovery”,
after which they transition such that
the end-of-century temperature goal
of 2ºC warming is reached.
 This change of regime in 2030 is
unanticipated and therefore disruptive.
 Countries with net zero policy target
commitments are assumed to
follow-through on 80% of them.
Negative emissions are limited.
2.4ºC
Too little, too late
Fragmented world
Assumes a delayed and divergent climate
policy response among countries globally,
leading to high physical and transition risks.
Under this scenario:
 Countries without net zero targets
follow current policies, while other
countries achieve them only partially
(80% of the target).
 Only currently implemented policies
are maintained until 2030 (delayed
transition); thereafter, countries that
have set themselves a net zero target
only reach an 80% reduction by 2050,
while others continue with current
policies (divergent transition).
3.0ºC
Hot house world
Current policy
Assumes that only currently implemented
policies are preserved, leading to high
physical risks. Under this scenario:
 Existing climate policies remain in place
but there is no strengthening of ambition
level of these policies.
The time horizons we analysed
We used three different time horizons:
short (0-5 years), medium (5-10 years), and
long (up to 2040) when assessing potential
transition and physical impacts as follows:
 Transition impacts: Beyond a 5 to
10-year time horizon, transition impacts
are highly uncertain due to lack of
visibility of future policy and legislation
and global market trends. Our largest
currently known impacts are expected
up to 2030, when currently announced
decarbonisation legislation and
regulations come into force. As a result,
we assessed transition impacts over
short- and medium-term horizons.
 Physical impacts: Climate change can
cause both shorter-term changes and
longer-term chronic shifts in weather
patterns, so we assessed physical
impacts over short, medium, and
long-term time horizons.
We have provided the financial impacts for
the most material time horizon for each
risk set out in the Detailed climate risk
analysis table on pages 24 and 25. Where
several time horizons have the same
financial impact, the nearest time horizon
has been selected. This provides the most
imminent worst-case scenario in assessing
financial liability relating to climate change.
Financial impact methodology
Our modelling enables us to better
understand our potential risks and
opportunities, including the financial
and other impacts that they could
have on our business and our strategy.
Inputs to the model included certain
key business information such as
financial estimates, Tier 1 (final stage
manufacturing) facility locations and
volumes, estimated raw materials usage
data, and modelled greenhouse gas
emissions across Scopes 1, 2 and 3.
The modelling provided the estimated
potential annual financial impacts for each
climate-related risk detailed on pages 24
and 25. Financial impacts are the present
value of estimated future cash flows lost
due to the impact and time horizon
assessed, averaged for the number of
years in the respective time horizon
(this is referred to as Annual Earnings
Value at Risk (Annual EVAR)).
Data used relating to the usage of
sustainable materials and our Scope
3.1a product emissions data are based
on a series of documented estimates
and assumptions, such as product
weight and overall composition. More
detail is available at www.asosplc.com/
sustainability/fashion-with-integrity/.
We have conducted sensitivity analysis
on our estimates and assumptions to
determine the risk of potential errors in
our reported figures. This work identified
that no reasonable possible change in
our estimates and assumptions would
result in our reported figures changing
by 5% or more. As a result, in line with
our ESG Materiality & Rebase Policy,
we do not consider these estimates or
assumptions to be materially sensitive.
24
ASOS Plc Annual Report and Accounts 2025
Detailed climate risk analysis
Risk
type
Impact
description
Transition risk
Policy risk
Risk: Regulatory, compliance, litigation costs, or pricing of emissions
Cost impact of new legislation/regulation
 We must comply with upcoming UK, EU, and US sustainability-related legislation, including product mandates and enhanced
reporting. These growing legislative requirements could significantly increase our compliance costs, and failure to
meet them could result in fines.
 Related potential stakeholder litigation could lead to increased costs through defending or settling claims, and associated
negative publicity could affect customer sentiment leading to lost sales and market share.
 We are subject to certain existing GHG emissions taxes including the EU’s Emissions Trading System (EU ETS) emissions surcharge.
If taxation levels were to increase further this could lead to higher operating costs and impact our financial performance.
Timeframe for most significant impact
Medium-term
Financial risk rating
1.4ºC 1.7ºC 2.4ºC
3.0ºC
H L L
L
Management approach
Our Planet and Product targets are aligned to UK and EU legislation. Through achieving these targets, we are mitigating this risk.
We are on track and making good progress against the majority of the targets/commitments under our Planet and Product
pillars, with one commitment having experienced delays in FY25. The delay here relates to launching circular business models, with
our care and repair propositions making less progress than planned. However, we’re engaging with potential external partners to
explore opportunities to launch this in the future.
See pages 26 to 31 for more information.
Transition risk
Technology risk
Risk: Investing in low-emission technology
Combined asset impairment and revenue impact due to poor/late investment into new lower carbon technology
 Investing in inappropriate or ineffective technology could reduce the capital we have available for other strategic
priorities and impact our financial performance if the return on investment was poor.
 Delayed investment into low-carbon technology could slow our decarbonisation compared to our competitors or inhibit
cost-efficient production of alternative more sustainable products. This could lead to lost market share and potential
non-compliance with upcoming regulation, impacting our financial performance.
Timeframe for most significant impact
Medium-term
Financial risk rating
1.4ºC 1.7ºC 2.4ºC
3.0ºC
L L L
L
Management approach
We have partnered with carbon expert Vaayu Tech. Its analysis gives us insights into our emissions, enabling us to prioritise
initiatives and allocate efficiently.
Our climate risk partner, Risilience, models climate risk profiles of supplier locations. We can use this alongside other risk
assessment tools that we already use such as the WWF Water Risk Filter to understand supply chain resilience.
See pages 26 and 27 for more information.
Key
Financial risk rating Annual EVAR range £(m)
L (Low) 0-5
M (Medium) 5-10
H (High) 10+
Sustainability cont.
Planet
25
ASOS Plc Annual Report and Accounts 2025
Risk
type
Impact
description
Reputation risk
Transition Risk cont.
Risk: Changing customer and investor preferences/sentiment due to an increased awareness of sustainability-
related activities
Combined revenue impact of growing interest in sustainable products and increased awareness of company
sustainability activities
 Growing interest in sustainable products and services could lead to increased demand for products with lower environmental
impacts. If we were unable to react to this change in market demand or keep pace with our competitors, this could lead to lost
market share and impact our financial performance.
 Increased awareness of climate change issues and company responses could affect the behaviour of our customers and
current or potential employees. Negative publicity resulting from a failure to meet our sustainability targets or to effectively
incorporate climate change considerations into our decision making could lead to:
– our customers shopping elsewhere, resulting in lost sales and market share, impacting our financial performance;
– our customers collectively taking action to boycott shopping with us, resulting in lost sales, impacting our financial
performance; and
– ASOS being less attractive to new or current talent, impacting our ability to deliver our strategy or increasing our
employment costs if we were required to pay above market wages.
Timeframe for most significant impact Short-term
Financial risk rating
1.4ºC 1.7ºC 2.4ºC
3.0ºC
M L L L
Management approach
Our Product strategy is focused on improving product quality and increasing our use of more sustainable materials.
See pages 30 and 31 for more information on our Product targets and commitments. Our carbon partner, Vaayu, is able to
provide lifecycle analysis (LCA) at product level. Upcoming Digital Product Passport requirements will require customer-facing
product impact analysis, including carbon emissions.
Physical Risk
Acute and chronic climate risks
Risk: Changes in climate and the frequency and intensity of weather events
Combined revenue impact of reduced raw material availability and facilities disruption
Water scarcity and resulting regulatory restrictions could affect the availability of raw materials (e.g. cotton) and our third-party
suppliers’ production processes, resulting in increased production expenses that impact our financial performance.
 Weather events could disrupt, damage or destroy our key leased logistics or office facilities and/or any owned inventory or
plant and equipment that they hold. Related damage, destruction or the impact on our operations could lead to incremental
costs and impact our financial performance.
 More frequent and severe extreme weather could disrupt, damage or destroy our third-party suppliers’ sites or operations,
increasing costs, hindering our ability to obtain or distribute goods, and impacting our financial performance.
 Weather events could make working conditions unsafe and ultimately lead to disruption and/or closure of our sites or
operations and impact our financial performance.
Timeframe for most significant impact Short-term
Financial risk rating
1.4ºC 1.7ºC 2.4ºC
3.0ºC
L L M L
Management approach
Our diverse, flexible supply chain means we are well placed to adapt to disruptions to factories or supply of materials.
Raw materials
We monitor commodity pricing for our key raw materials and work with our suppliers to manage fabric costs. Increasing our use of
more sustainable materials reduces our reliance on conventional raw materials, which often require more resources to produce.
This helps to increase our resilience to the physical effects of climate change, such as heatwaves and droughts, which can have a
significant impact on raw material yields. See pages 30 and 31 for more information on our Product targets and commitments.
Facilities disruption
We have insurance which protects us from losses relating to physical events. Our social due diligence approach for our supply
chain covers health and safety, including heat or water stress. More detail is provided on page 35.
26
ASOS Plc Annual Report and Accounts 2025
Strategic progress – FY25 performance against targets
Greenhouse gas (GHG) inventory:
Scope category
Emissions (tCO
2
e)
FY25 FY24
% change
YoY
% change vs
baseline FY22 baseline
1 Fugitive Emissions 0 366 -100% -100% 557
Natural Gas 2,524 2,416 4.5% -30% 3,608
2 Electricity (Market Based) 2,422 2,372 2.1% 8.5% 2,232
Electricity (Location Based) 8,351 9,125 -8.5% -17.3% 10,096
Total Scopes 1 & 2 (MB) 4,946 5,153 -4% -22.9% 6,417
Total Scopes 1 & 2 (LB) 10,875 11,907 -8.7% -23.9% 14,281
3
3.1a Purchased Goods for Resale (Products &
Packaging)
659,807 766,749 -14% -46.1% 1,224,272
3.1b Purchased Goods and Services not for Resale 40,646 43,439 -6.4% -60.1% 101,963
Data centres (Microsoft emissions) 630 959 -34.2% N/A N/A
3.2 Capital Goods 21,628 34,288 -36.9% -58.9% 52,598
3.3 Energy-related Activities not in Scope 1 & 2 2,705 4,843 -44.1% -44.4% 4,863
3.4 Upstream Transportation and Distribution 184,872 206,792 -10.6% -56.2% 422,036
3.5 Waste (Operations) 1,386 11,800 -88.3% -89.1% 12,757
3.6 Business Travel 2,685 2,025 32.6% 94.1% 1,383
3.7 Employee Commuting 598 1,324 -54.9% -74.8% 2,367
3.8 Upstream Leased Assets 1,127 23 4,799.6% 4,407.6% 25
3.9 Downstream Transportation 1,167 1,622 -28% N/A 0
3.11 Use of Sold Products 83,383 90,981 -8.4% -36.2% 130,639
3.12 End-of-Life of Sold Products 43,199 43,665 -1.1% -31.6% 63,138
Total Scope 3 1,043,203 1,207,551 -13.6% -48.3% 2,016,041
Total emissions 1,048,149 1,212,705 -13.6% -48.2% 2,022,438
Net Zero carbon across our entire value chain
by FY50, with a 90% reduction in absolute emissions
from our FY22 baseline.
Sustainability cont.
Planet
Emissions (tCOe)
FY25 FY24
% change
YoY
% change
vs baseline
FY22
baseline
1,048,149 1,212,705 -13.6% -48.2% 2,022,438
In June 2025, we submitted our carbon targets to the Science
Based Targets initiative (SBTi) for re-validation, and these have
now been approved. As part of this process, we have updated the
wording and scope of some of our targets to reflect the latest
SBTi requirements. This is particularly of note for our short-term,
FY30 target, which has been updated to now include emissions
from own brands, partner brands, goods not for resale suppliers,
and upstream transport and distribution.
We have reduced our absolute emissions by 164,556 tCOe from
FY24 to FY25. This has largely been driven by a further reduction
in our intake of purchased goods for resale. Although through this
volume reduction we are on track to deliver our FY30 target, our
focus remains on improving the carbon intensity of our supply
chain and products by focusing on clean energy, sustainable
materials, and supply chain efficiency.
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ASOS Plc Annual Report and Accounts 2025
Reduce absolute Scope 1 and 2 GHG emissions by 45% by
FY30 from our FY22 baseline; and source 100% renewable
electricity across the ASOS Estate by FY27.
This year we joined RE100, a global initiative bringing together the
world’s most influential businesses committed to using 100%
renewable electricity in their operations. We have increased our
procurement of renewable electricity across the ASOS Estate by
7ppts. This was driven by switching our Atlanta fulfilment centre
(now mothballed) onto 100% renewable electricity.
We also submitted our first annual action plan in line with the UK
Energy Savings Opportunity Scheme requirements. We have
completed energy audits across all our UK and EU sites, and are
now scoping a number of initiatives across our fulfilment centres
and offices to reduce energy usage.
FY25 FY24
Renewables 89.5% 82.2%
Scope 1 & 2 emissions (tCO
2
e, Market Based)
FY25 FY24
% change
YoY
% change
vs baseline
FY22
baseline
4,946 5,153 -4% -22.9% 6,417
Energy consumption overview:
Unit
measurement
UK portion Total global
FY25 FY24
%
change FY25 FY24
%
change
Energy consumption: used to calculate emissions for gas &
electricity
MWh 25,006 32,477 -23% 44,558 57,171 -22.1%
Scope 1: emissions from combustion of gas
tCOe 1,286 1,580 -18.6% 2,524 2,781 -9.2%
Location Based (LB)
Scope 2: emissions from purchased electricity
tCOe 3,620 5,183 -30.2% 8,351 9,125 -8.5%
Intensity ratio – total tCOe/£m revenue (LB)
tCOe/£m
revenue
– – – 3.38 3.15 -7.3%
Market based (MB)
Scope 2: emissions from purchased electricity (MB)
tCOe 0 0 – 2,422 2,372 2.1%
Intensity ratio – total tCOe/£m revenue (MB)
tCOe/£m
revenue
– – – 0.98 0.82 19.6%
Reduce absolute Scope 3 emissions from purchased
goods and services and upstream transportation and
distribution* by 42% by FY30*.
* In line with Science Based Targets initiative guidance this target covers 100% of
emissions relating to Purchased Goods for Resale (Category 1a) and 12.9% of emissions
relating to Upstream Transportation and Distribution (Category 4).
Emissions (tCO
2
e)
FY25 FY24
% change
YoY
% change
vs baseline
FY22
baseline
683,840 793,632 -13.8% -46.5% 1,279,137
Own brands emissions
We increased the volume of verified Higg FEM responses across
our Tier 1 facilities this year. Tier 1 facilities reporting their
emissions increased from 58% of our intake volume in FY24 to 81%
of our intake volume in FY25. We have also improved visibility of our
mills and wet processors, and were able to increase the number of
these facilities reporting their environmental performance to
ASOS from 60 in FY24 to 179 at the end of FY25.
To help us meet our commitments, we’ve recently partnered with
TrusTrace, a global leader in supply chain traceability, to drive
greater transparency across our operations; and updated our
Product Lifecycle Management (PLM) systems to capture new,
more granular product data relating to sustainability. Both
systems will help us to prepare for compliance with emerging ESG
legislation including digital product passports and product
environmental footprints.
Partner brands emissions
This year we joined Fashion LEAP for Climate, offering our brand
partners support on their decarbonisation journeys. To date,
three partner brands have completed the programme, four are
currently progressing through, and eight brands are in discussion
to participate in future. A total of 166 partner brands have now
set science-based targets for decarbonisation.
We also recognise the increasing data and disclosure we are
requiring from our brand partners. We’re therefore collaborating
with peers and other industry stakeholders on an industry-wide
solution to support emissions data gathering and monitor
progress towards brand-specific decarbonisation pathways.
28
ASOS Plc Annual Report and Accounts 2025
Nature
Related material topics:
biodiversity; water
Risks
ASOS faces nature-related risks from
material sourcing, water-intensive
production, and pollution, which
threaten biodiversity and ecosystems.
These risks — exacerbated by
climate change — can lead to issues
with materials sourcing, increased
regulatory compliance costs,
reputational damage, and potential
fines, particularly under emerging
legislation like the Corporate
Sustainability Due Diligence
Directive (CSDDD).
Additional disclosures
Our approach
We remain committed to better
understanding our impacts and
dependencies on nature. Water is our
initial focus, as water use has a significant
impact on biodiversity. We gather data on
water use and water stress through the
Higg Facility Environmental Module (FEM).
In FY24 we carried out a baseline analysis
of the water stress of our Tier 1 (final
stage manufacturing) suppliers, mills
and wet processors to assess the water
scarcity risks and flooding risks in our
supply chain, using the WWF Water
Risk Filter. Initial analysis highlighted
the impact of using virgin materials
within our water footprint. Aligned to
our FWI targets, we plan to increase
our procurement of more sustainable
materials which are less water intensive.
Sustainability cont.
Planet
In FY25 we incorporated new requirements
for freshwater reduction and flood
resilience planning into our Supplier
Code of Conduct. This year, we plan to
critically review our water footprint,
conduct a detailed gap analysis of our
framework and define next steps for
improving ASOS’ water strategy. We
expect to enhance our approach over
the years ahead using insights from
our double materiality assessment and
improved supply chain transparency.
29
ASOS Plc Annual Report and Accounts 2025
Product
30
ASOS Plc Annual Report and Accounts 2025
Resource
use
Related material topics:
resource use; pollution
Risks
There are risks associated with
the type and quantity of resources
we use across our supply chain,
own operations, and at end of
life for packaging and products.
These risks can come from a wide
range of sources, including fossil
fuel extraction associated with
the production of flexible plastic
packaging and synthetic fibres;
use of water, pesticides, and
fertilisers in cotton farming; or
how we circulate materials and
products back into the ecosystem
at the end of life. Poor management
of our resource use could lead
to environmental impacts as well
as reputational impacts or fines
for ASOS due to non-compliance
with due diligence regulations.
Opportunities
Our targets and commitments
within our Product pillar continue
to strengthen our business,
improve our customer offer, and
help us prepare for upcoming
legislation. As well as reducing our
environmental impact, increasing
our uptake of more sustainable
materials helps to mitigate the
impact of proposed future Extended
Producer Responsibility legislation
for textiles and packaging by
reducing the fees we could be
required to pay. Our targets and
commitments also require close
collaboration with our suppliers and
partners, offering an opportunity
to further strengthen our existing
long-term supplier relationships.
The most significant changes to our
product strategy over recent years
have come through the changes
we’ve made to our commercial
model, focusing on speed to market,
flexible fulfilment, and better
aligning inventory to sales. Enhanced
product durability, one of the key
aspects of circular design, and our
wider commercial strategy will also
ensure we’re delivering good quality
products that our customers can
love and rely on for years to come.
Strategic progress
Increase our use of more
sustainable materials in our ASOS own
brand clothing products. Each year,
we’ll set a target for the proportion of
the materials in our products that
we’d like to be more sustainable, and
report back on our progress.
FY25 performance
FY24
FY25
FY26
45%
50%
34%
50%
Target Result
We made significant progress in increasing
our percentage of sustainable materials
from 34% to 50%, exceeding our
target of 45%.
We reviewed and updated our list of
approved more sustainable materials,
while maintaining the same standards.
This has unlocked greater flexibility for
our product teams in using new fabrics
that serve the needs of our customers
while also giving us the opportunity to
reduce our environmental impacts.
Looking ahead to FY26, our priority is to
consolidate the strong progress achieved
in FY25 and prepare for our next step-
up in ambition. We’ll concentrate on
strengthening our fabric strategy and
broadening our use of more sustainable
materials, as well as improving data
integrity and traceability through our
integration of TrusTrace. Maintaining
a minimum of 50% more sustainable
materials next year allows us to embed
these changes and focus on data accuracy
and integrity before setting the next
phase of increased targets from FY27.
All material calculations, except Better
Cotton, are based on our internal
tonnage methodology, which uses a
series of documented estimates and
assumptions, such as product weight
and overall composition. Following
the analysis completed last year, we
do not consider these estimates or
assumptions to be materially sensitive.
More detail is available at:
asosplc.com/sustainability
/fashion-with-integrity/
Our approach
Circularity
Design and production are key components
of our circularity framework, as they
determine our ability to design products
for circularity, influence our approach to
material waste, and offer the potential to
minimise our use of chemicals, water, and
energy. Our approach to design and
production is supported by our circular
design strategies, which align with the UK
Textiles Pact’s Circular Design Toolkit.
Our circularity framework supports the
implementation of these strategies by
introducing a commitment to train our
suppliers on circular design, building
on the learnings from our circular
design collections and our continued
engagement with industry initiatives.
Sustainable materials
Key to reducing our resource use is
switching conventional fabrics and
materials to more sustainable and
recycled alternatives. We define
these as materials that have on
average a lower environmental impact
during the production of the material
than the conventional form.
To deliver this switch, we set seasonal
targets across our three main fibres:
cotton, polyester and man-made cellulosic
fibres such as viscose. We embed these
targets within our product teams by
setting individual product team targets
based on each product team’s unique
fibre mix and sourcing strategy.
1 For a full definition and a list of the materials and certifications we accept, head to page 54
of our Fashion with Integrity Strategy Update on asosplc.com/ fashion-with-integrity/.
Sustainability cont.
Product
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ASOS Plc Annual Report and Accounts 2025
Test and introduce innovative
packaging materials and solutions,
reducing overall usage where
appropriate. By FY26, we’ll
increase recycled content
in plastic mailing and garment
bags to a minimum of 95%.
FY25 performance
N/A
We’re currently reviewing how we track
and validate performance against our
95% post-consumer waste target.
As part of our commitment to packaging
innovation, in July 2025 we delivered
our first customer-facing paper mailing
bag trial, building on the results of an
internal ASOS paper mailing bag pilot
we conducted last year. During the trial
we collected customer feedback and
monitored impacts on our fulfilment centre
efficiency, logistics network, and customer
delivery promise. The results of the trial will
continue to inform our activity in this area.
Train the manufacturers of our
ASOS own brand clothing products on
our ASOS Circular Design Strategies.
By FY27, we’ll have launched a phased
training programme prioritising
suppliers based on their level of
business with ASOS.
FY25 performance
On track
Together with the Centre for Sustainable
Fashion (CSF), we designed an in-depth
and comprehensive training programme
to explain our Circular Design Collection
requirements, aligned with supplier
needs. Over the year we started
to rollout this training to suppliers
through one-to-one training, enabling
us to hear and respond to feedback
and build stronger, more collaborative
relationships with our suppliers.
This training has enabled the continued
development of circular design products
across different departments within
ASOS. Our initial focus has been on
denim and jersey with the products
due to launch early in FY26.
Facilitate recovery programmes to
keep products in use at their highest
value. By FY27, we’ll pilot or launch
new circular business models across
resale, rental, takeback and repair.
FY25 performance
Delayed
As part of our commitment to providing
customers with the best and most
relevant product, we now offer our
customers access to a dedicated vintage
section on ASOS.com, with thousands
of products available from a curated
selection of vintage fashion boutiques,
with sales growing year-on-year. The
number of ASOS options available for
rental on Hirestreet has also increased
by over 50% compared to last year.
We’ve made less progress on our care and
repair propositions than planned but have
engaged with potential external partners
to explore future opportunities.
ASOS (Group level, including Topshop)
Material
Tonnes
acquired
FY25 YoY %
% of
overall mix
(to nearest
0.1%)
FY25 YoY
% of material
more
sustainable
FY25 YoY
Cotton 6,400 5% 46.0% (3.5)ppts 86% 32ppts
Polyester 5,042 33% 36.3% 5.4ppts 20% 7ppts
Man-made cellulosic fibres (MMCF) 959 -8% 6.9% (1.6)ppts 41% 8ppts
Acrylic 595 14% 4.3% No change 0% No change
Nylon 419 13% 3.0% No change 3% 2ppts
Other (including elastane, linen,
polyurethane, wool, leather and suede) 487 4% 3.5% (0.3)ppts 0% No change
Total 13,902 13% 100% 50% 16ppts
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ASOS Plc Annual Report and Accounts 2025
Our approach
Our Chemical Policy & Restricted
Substance List (RSL) has been developed
to comply with legislative and regulatory
requirements of global trading territories
we sell within, including REACH and
Proposition 65. It outlines the acceptable
limits of potentially toxic or harmful
substances which can be present in
finished products. Compliance with
the RSL is mandated through the
terms and conditions agreed between
ASOS and our suppliers and brand
partners. We provide comprehensive
support to assist our suppliers and
brand partners in conducting risk
assessments of products and necessary
chemicals. This support includes training,
connections to global testing facilities,
and access to the ASOS Chemical App;
and for ASOS suppliers, education
through the ACCT (ASOS Certified
Chemical Technologist) programme.
Additional disclosures
Chemical
compliance
& wastewater
management
Related material topics:
water; pollution
Risks
Effective and robust chemical
management through our supply
chain ensures that the products
we sell comply with regulations,
are safe for our customers, and
do not contribute to pollution.
Water is a vital component in
fashion production, from growing
raw materials to dyeing or
manufacturing. Failures in chemical
compliance, water usage and
wastewater discharge can lead
to reputational, legal or financial
impacts for ASOS or depleted or
polluted water sources and impacts
to biodiversity and human health.
We require suppliers to conduct
chemical testing on high-risk chemicals
where relevant, through independent
third-party testing centres or
certifications, supported by additional
due diligence testing. New partner
brands onboarded onto ASOS are
expected to provide an RSL, as well as
current chemical and test reports.
We’re a signatory member of the Zero
Discharge of Hazardous Chemicals
(ZDHC), Roadmap to Zero programme
and ask suppliers to follow the ZDHC
Chemical Management System Technical
Industry Guide. We work closely with our
suppliers and mills to ensure hazardous
chemicals are identified through InCheck
reports, and ClearStream reports
and are replaced with safer chemicals.
We’ve started mapping wet processing
suppliers and onboarding them to the
ZDHC Roadmap to Zero programme.
This year we achieved Champion level in
the ZDHC Brands To Zero assessment.
We require Tier 1 (final stage
manufacturing) suppliers to complete
the Worldly Higg FEM to enable us to
monitor compliance with wastewater
discharge. As not all suppliers complete
the FEM, we are not able to report an
overall compliance rate. In calendar year
2024 (our most recent full dataset),
we had four self-reported wastewater
permit non-compliances from our Tier
1 suppliers, and eight self-reported
discharge permits out of compliance in
our mills and wet processors. Information
on calendar year 2025 will be available
in next year’s Annual Report.
More information on our approach is
available at asosplc.com/sustainability/
fashion-with-integrity/.
Environmental
due diligence
Related material topics: climate;
biodiversity; water; pollution
Risks
Inadequate due diligence could lead
to uncontrolled or unaddressed
impacts on communities,
biodiversity, the environment or
people. As well as external impacts,
this could pose risks to ASOS through
non-compliance with due diligence
regulations, or associated legal,
financial, or reputational impacts.
Our approach
Own brands
Prospective suppliers are expected to
provide information related to sources
of energy, carbon emissions, and water
use prior to being onboarded as an ASOS
supplier. Once onboarded, suppliers are
expected to complete the Higg FEM from
the following calendar year, supporting
ongoing assessment and monitoring of
their environmental performance and
impacts. Tier 1 suppliers representing 78%
of our FY25 intake volume completed an
FEM. We continue to prioritise increasing
FEM completion rates to 100%.
Prospective mills are expected to provide
information related to sustainable
materials, sources of energy, chemicals
and water use prior to being onboarded as
an ASOS mill. We have improved visibility of
our existing mills and wet processors and
were able to increase the number of these
facilities reporting their environmental
performance to ASOS from 60 in FY24 (for
the 2023 calendar year) to 179 at the same
point in FY25 (for the 2024 calendar year).
Partner brands
New brands are screened using a Self-
Assessment Questionnaire (SAQ) or
equivalent disclosures such as Higg
BRM reports, B Corp Impact Reports or
equivalent retailers’ questionnaires, with
a focus on promoting transparency with
brand partners. These responses help
us assess supply chain transparency
and ethical practices. We validate these
responses through risk analysis that
combines SAQ data with desk-based
evidence and supply chain mapping. Where
gaps are identified, we work directly with
partners to implement corrective action
plans and drive continuous improvement.
We actively seek opportunities to
engage in regular, meaningful dialogue
with strategic partners regarding our
approach to sustainability, with the aim
of fostering continuous improvement
and driving industry-wide alignment.
Sustainability cont.
Product
33
ASOS Plc Annual Report and Accounts 2025
People
34
ASOS Plc Annual Report and Accounts 2025
Human
rights
Related material topics: equal
treatment and opportunities in
the supply chain; working
conditions and work-related
rights in the supply chain
Risks
“Not protecting stakeholder
safety and wellbeing” is a principal
risk for ASOS. Failure to protect
and respect the human rights of
the people involved in product
manufacture and logistics could
lead to significant loss of trust and
reputational damage, and financial
or legal penalties for ASOS.
Opportunities
Our People pillar continues to
enhance the resilience of our
business by helping to manage and
reduce risks in our supply chain,
strengthen our relationships with
our customers and communities, and
improve our operations through
more diverse representation at
senior levels.
Our work on human rights and due
diligence remains an important point
of difference for ASOS and is an area
where we continue to lead the way.
The work we have delivered over the
year will further strengthen our
approach, making our supply chain
and our partners more resilient to
shocks and ensuring workers are
protected. Our efforts across own
brands and partner brands mean we
are well placed to comply with
upcoming due diligence regulations.
Our approach
We take a robust approach to managing
risk and conducting due diligence across
our supply chain, underpinned by our
Human Rights strategy. This strategy was
informed by a salience review based on the
UN Guiding Principles. The review assessed
our full value chain, taking in desktop
research, reviews of policies and risk
assessments, and anonymised insights
from peer companies. We also engaged
with a wide range of internal and external
stakeholders, including leading human
rights NGOs, to identify the most
significant risks to people.
The review identified four key areas of
focus for our human rights strategy:
Forced Labour (Modern Slavery); Freedom
of Association; Wages & Benefits; and
Gender Empowerment.
Strategic progress
Implement our human rights
strategy to enhance the human
rights of workers across our value
chain, focused on Forced Labour
(Modern Slavery); Freedom of
Association; Wages & Benefits;
and Gender Empowerment.
FY25 performance
On track
Forced labour and modern slavery
In February 2025, we renewed our
Memorandum of Understanding with
GoodWeave International in Bangladesh to
deepen efforts in identifying and addressing
risks of forced and child labour, especially in
subcontracted product supply chains.
We also continued our partnership with
Unseen, a UK-based anti-slavery charity
that provides safehouses and community
support for survivors of modern slavery
and forced labour and operates the UK
Modern Slavery & Exploitation Helpline.
Freedom of association
One of the first commitments we set
ourselves as part of our Human Rights
strategy was to renew our Global
Framework Agreement (GFA) with
IndustriALL Global Union. We signed a new
GFA in August 2025, replacing our previous
GFA from 2018. The new agreement
reaffirms ASOS’ and IndustriALL’s
commitment to work together to tackle
human rights challenges and support
workers. Under the new agreement,
IndustriALL and ASOS will jointly develop
a binding dispute resolution mechanism
to handle worker grievances regarding
violation of freedom of association
and right to collective bargaining.
This continues our many years of
collaboration with IndustriALL and others
in the industry on freedom of association
and collective bargaining through the ACT
(Action, Collaboration, Transformation)
process. In FY24 we signed an agreement
with IndustriALL Global Union, supported
by ACT, to promote collective bargaining in
Cambodia’s garment and footwear sector.
The agreement includes commitments on
fair labour costing, country-level sourcing
volumes, and investment in training
and skills development. Since signing,
we’ve continued to work closely with
suppliers and trade unions in Cambodia to
support the implementation of collective
bargaining agreements that aim to
improve wages, benefits and working
conditions for workers across the sector.
Wages and benefits
Fair wages and decent working conditions
are closely linked to responsible purchasing
practices across our supply chains. By
buying responsibly, we help create stable
supply chains, boost productivity, support
long-term growth, and build stronger
supplier relationships.
We completed our regular Purchasing
Practices Survey this year, engaging
internal teams and suppliers. These
surveys are a critical tool in assessing
our progress and identifying areas
for continued improvement, and are
completed every other year. The insights
gained help us align our commercial
decisions with our commitment to
ethical sourcing and long-term supplier
partnerships. The survey results will also
form the basis for our upcoming strategy
on wages and benefits in our supply chain.
In Bangladesh, one of our key sourcing
countries, we joined the Employment Injury
Scheme (EIS) Pilot, implemented by the
International Labour Organization and
Deutsche Gesellschaft Für Internationale
Zusammenarbeit (GIZ). The Pilot provides
financial protection for workers and their
families following workplace accidents,
compensating for loss of earnings due
to permanent disability and offering
financial support to dependants in
the event of a worker’s death.
Gender empowerment
In September 2024, we sponsored a
new centre in Tunisia coordinated by
the local trade union, Tunisian General
Labour Union (UGTT), and IndustriALL.
The centre is dedicated to supporting
female workers in the garment industry by
addressing issues related to gender-based
violence, health and safety, and training.
The centre will organise workshops this
year for Tunisian and Moroccan unions
on transformational leadership, gender-
based violence and harassment, and
women’s committees’ action plans.
In Morocco, we’ve now onboarded four
factories to participate in our gender
empowerment programme. This
establishes women’s committees at
factories supplying ASOS, supported by
women’s rights defenders and NGOs.
Sustainability cont.
People
35
ASOS Plc Annual Report and Accounts 2025
In October 2024, ASOS partnered with
The Centre for Child Rights and Business
to launch a year-long programme in
a Chinese apparel factory, aimed at
empowering female workers and raising
awareness of gender equality and
anti-harassment among all staff. The
programme included needs assessment,
policy development, upskilling of training
staff, and the delivery of gender equality
training to employees, including both
management and workers. Additionally,
eight factory ambassadors were selected
and trained to promote gender equality
through ongoing in-factory activities.
Maintain and build our foundation of
effective own brand and partner
brand due diligence.
FY25 performance
On track
Own brands
We’ve continued to work closely with
suppliers to implement and enhance our
strong due diligence programmes. We
maintain a robust due diligence framework
to identify, evaluate and mitigate
potential human rights risks throughout
our supply chains, ensuring adherence
to our Code of Conduct. Central to
this framework is a multi-stakeholder
approach that prioritises engagement
and collaboration with suppliers,
factories, trade unions, and civil society
organisations, enabling us to enhance
risk awareness and implement effective
responses to emerging challenges.
Our human rights policies, part of
our Code of Conduct, guide how we
collaborate with suppliers through audits,
monitoring and continuous improvement
initiatives. We expect suppliers not only
to comply with these standards but
also to cascade them throughout their
own supply chains, ensuring effective
implementation at every level. This shared
responsibility is critical to maintaining
transparency, safeguarding human
rights, and driving higher standards
across our global operations.
We use a combination of our own
in-country teams and third-party
audit providers to identify risks at
factory level. Key audit providers we
partner with are ILO Better Work,
The Reassurance Network, ELEVATE,
RK Consultancy, Partner Africa,
and the International Accord.
Through these audits, we identify
compliance gaps and opportunities for
improvement, while also recognising
and sharing best practices. We also
check production levels to spot any
unauthorised subcontracting.
More than just a monitoring tool, audits
provide a platform for collaboration with
our suppliers and factories, helping us work
together to drive continuous improvement
across our supply chain.
As of 1 September 2025:
99.5%
of our Tier 1 and Tier 2 sites had
received an audit.
In FY26, as part of our ongoing
commitment to ethical standards and
continuous improvement, we’ll be joining
Stronger Together, a not-for-profit
focused on responsible recruitment
and fair work within the UK.
Partner brands
We manage human rights risks with our
partner brands through a structured
due diligence framework focused on
prevention, mitigation and remediation,
which was formalised during the
year. New brands are screened using
a Self-Assessment Questionnaire
(SAQ) or equivalent disclosures such
as Higg BRM reports, B Corp Impact
Reports or equivalent retailers’
questionnaires, with a focus on promoting
transparency with brand partners. These
responses help us assess supply chain
transparency and ethical practices.
We validate these responses through risk
analysis that combines SAQ data with
desk-based evidence and supply chain
mapping. Where gaps are identified, we
work directly with partners to implement
corrective action plans and drive
continuous improvement.
All partner brands are expected to align
with our Code of Conduct for Business
Partners, which includes contractual
obligations to report breaches and uphold
human rights standards.
We also implemented improved systems
to assess partners by exposure to risk
and compliance maturity, enabling
more targeted oversight, action and
support. Other enhancements covered
our approach to brands sourcing from
high-risk territories; a detailed risk
assessment of non-clothing brands,
developed through internal research and
engagement with industry peers; and
finally, strengthened collaboration with
our NGO partner, Unseen, to proactively
flag potential risks from brand partners.
To make our processes more efficient for
our brand partners, we’re collaborating
with our retail peers to harmonise due
diligence standards and mechanisms. In
future this will enhance engagement with
brands and drive greater collective action.
Goods not for resale (GNFR)
Mapping risk in various GNFR sectors
helps us identify those at a heightened
risk of modern slavery. In collaboration
with Anti-Slavery International, we
previously researched cleaning, security,
warehousing, last-mile delivery and inbound
freight companies. These insights allow
us to focus our efforts on areas where
risks are greatest. Our new partnership
with Unseen gives us access to its
business portal and has enhanced our risk
identification capabilities. We can identify
emerging themes from the modern slavery
helpline, which supports risk prioritisation.
At the end of FY25 we signed an
agreement with the International
Transport Workers’ Federation (ITF)
to cooperate in conducting human
rights due diligence (HRDD) in our
transport operations and logistics,
ensuring respect for human rights
and sustainability throughout ASOS’
supply chains. ITF will support us in our
HRDD policy design, the identification,
avoidance and mitigation of risk, and
the determination of remedies if rights
are violated. We will also engage with
our partner brands on HRDD for GNFR,
sharing best practice and resources.
Health and safety
“Not protecting stakeholder safety and
wellbeing” is a principal risk for ASOS. We
have obligations and duties to protect
the Health & Safety of all employees,
contractors, and visitors to any part
of our business. Failure to do so could
lead to reputational, financial, or legal
impacts to ASOS or harm to individuals.
We have occupational Health & Safety
standards in place across our office and
operational sites, designed to prevent
and support effective responses to
safety incidents. Our Global Health
and Safety Policy covers ASOS’ global
operations at ASOS managed sites
(e.g. offices) and sites engaged to
perform activity on behalf of ASOS, e.g.
fulfilment centres and returns centres.
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ASOS Plc Annual Report and Accounts 2025
Grow our connection with
under-represented customers
and communities through authentic,
impactful partnerships and
programmes.
FY25 performance
Updated
commitment
Over the year we launched our
partnership with Tilting the Lens (TTL),
a consultancy specialising in disability
inclusion, to support the development of
our first adaptive clothing range. TTL’s
research and insights identified key
gaps in the market and challenges in the
online shopping journey, and provided
detail on priority product areas and
preferred fabrics, fit and functions,
for customers with disabilities. This has
informed the design phase of the range.
Community involvement has been
embedded at key stages to ensure
the collection is created with the
disabled community, including through
in-person fit sessions with community
members to better understand
their specific design needs.
To build on this work and unlock further
opportunities to support our customers,
we’ve established an internal working
group to improve the end-to-end shopping
journey for customers with disabilities,
to identify opportunities to improve
existing processes and accessibility.
The platform focuses on three core areas:
 Support for emerging brands:
Funding, collaborations, mentorship
and IRL showcases.
 Creative and cultural partnerships:
Collaborations celebrating diverse
communities and the culture-shaping
individuals and groups that support them.
 Championing the next generation of
talent: Funding, mentorship, and
production opportunities for up-and-
coming student and graduate creatives.
Through ASOS Supports, this year we
started a new partnership with Graduate
Fashion Week to scout emerging talent.
Plus, we continued our partnership with
The Sourced Collection through a new
product collaboration, co-designed
by both teams and sold exclusively on
ASOS. In addition to the collection,
ASOS is providing mentorship and
marketing and talent support to help
scale the brand’s reach and impact.
50% female and 15% ethnically
diverse representation across our
combined leadership team by FY30.
Please see page 41
Diversity,
equity &
inclusion
Opportunities
We see strategic opportunity in
enhancing our approach to diversity,
equity and inclusion in ways that
will resonate with our customers
and engage our communities. Our
relaunch of ASOS Supports over
the reporting period will enable
us to better support emerging
brands, form cultural and creative
partnerships that celebrate diverse
communities, and champion up-
and-coming fashion talent. This is
not just the right thing to do but
makes good business sense as we
continue our focus on delivering
sustainable, profitable growth.
Support and amplify new and
emerging talent and brands to
help make fashion more inclusive,
exciting, and relevant.
FY25 performance
Updated
commitment
As planned, we launched the second
cohort of our incubator programme
ScaleUP, in collaboration with Fashion
Minority Report (FMR). Three brands have
been selected to take part this year and
are receiving workshops, masterclasses
and mentoring from ASOSers and
experts across the industry to support
their growth. Later this year all three
brands will pitch for funding to scale up
their business, with the winning brand
also onboarded to ASOS.com in 2026.
ScaleUP also forms part of ASOS
Supports, an expanded cultural
engagement platform reintroduced this
year and dedicated to backing the next
generation of people, communities and
brands shaping the future of fashion and
culture. Originally launched to spotlight
creative talent, ASOS Supports has
evolved into a long-term commitment to
empowering the next generation through
mentorship, collaboration and funding.
Sustainability cont.
People
ASOS X (Fashion) Minority Report ScaleUp demo day
37
ASOS Plc Annual Report and Accounts 2025
ASOS Plc Annual Report and Accounts 2025
38
Our people
We aim to fuel profitable growth by building a
high-performing, inclusive culture rooted in speed,
bravery and creativity. We empower ASOSers
to make an impact and equip them to deliver
on our strategy with ownership, honesty and
transparency — staying true to the fast-paced,
innovative spirit that makes ASOS the place to be.
Our
people
Learning
We use technology to improve the
design, implementation, scalability,
and accessibility of the educational
programmes we offer. Since its launch
in July 2024, our Thrive learning
management system has been utilised
by all ASOS employees, including those
at partner sites. The platform has
accumulated over 300,000 views across
its 2,500 on-demand learning resources,
enabling more efficient and accurate
tracking, logging and communication of
our learning initiatives. Additionally, Thrive
has supported both in-person and virtual
ASOS events, with an impressive 24,000
registered sign-ups throughout the year.
We have made significant strides in
advancing the technical skills of our
specialist engineers with expertise in
the ASOS Compute Platform, QA Learning
Foundations, Software Craft and Design,
and Java. To complement these sessions,
we also introduced a new learning path
called ‘ASOS Engineering Foundations,’
which automates the allocation of
laboratory resources for our learners.
In our ongoing efforts to enhance
customer experience, we successfully
supported our Customer Care
colleagues across the UK, India and
the Philippines to understand changes
related to account closure returns,
updates to fair use policies, and the
launch of our new Customer Loyalty
Programme, ASOS.World. By prioritising
a ‘customer-first’ approach, we equipped
our team to handle inquiries related
to these changes more effectively.
As we move into FY26, we will be adopting
more personalised learning and in-
the-moment experiences to create a
dynamic and agile learning environment
that empowers our employees to thrive
and excel in their roles. Leadership
development will continue to be a
cornerstone of our strategy to foster a
culture of continuous improvement and
innovation, equipping our leaders with the
skills and knowledge required to navigate
the ever-evolving business landscape.
We are excited about the future and look
forward to continuing our journey of
growth and development.
Apprenticeships
In FY25, our Route-To-Hire programme
welcomed its second cohort, offering
industry access for young adults.
Fourteen new hires began a rotation
across the Buying & Merchandising area
of the product team, joining the other
636 ASOSers participating in our various
Apprenticeship programmes since FY17.
We currently have 76 people studying
across 11 apprenticeship standards with 7
training provider partners. Over the past
year, 42 participants completed their
qualifications, with 69% of them earning
Distinctions. We used the apprenticeship
levy to upskill staff in leadership,
management, business analysis, coaching,
data analysis, and HR, at levels 3-7.
Notably, our first two FY24 Route-To-Hire
apprentices have secured permanent
Junior Creative Project Manager roles.
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ASOS Plc Annual Report and Accounts 2025
This year, we improved recruitment,
programme structure, provider delivery,
and policies to support emerging talent.
With the launch of Skills England, future
growth and flexibility through the
Growth and Skills levy, and government
emphasis on Creative Industries and
Digital & Technologies in the UK’s Modern
Industrial Strategy, ASOS is well-
positioned for future opportunities.
Attracting and retaining
amazing people
We have continued to invest in hiring and
retaining exceptional talent this year,
introducing new tools and initiatives
aimed at driving and embedding a
high-performance culture across ASOS.
In July, we launched a Bar Raiser
programme for Leadership-level
hiring, appointing 31 of ASOS’ highest
performing leaders to assess future
candidates against our Company
values and behaviours and to support
their successful onboarding and
assimilation into our culture.
In February we implemented Maki, a
candidate assessment platform enabling
data-led, objective decision making in
hiring. Maki enhanced the rigour and
consistency of our hiring practices,
streamlining assessment centres for
junior to mid-level roles at ASOS.
Similarly, for technical roles, another
recruitment tool called Hackerrank
was implemented in November, with
the objective of raising the quality
of new Engineering hires. Of the
101 candidates assessed at final
interview stage, only 15 passed testing,
reflecting the tool’s effectiveness
in identifying high-calibre talent.
Our employer brand initiatives have aimed
to communicate our purpose, values
and culture to prospective candidates
from varied backgrounds. In May, we
introduced a new careers page on Flexa,
which consistently ranked among the
top ten most visited company profiles
and received approximately 114,000
search appearances over a three-
month timeframe. Engagement on our
LinkedIn channel increased by 80%
compared to the previous year. Although
there has been a decrease in overall
vacancies during FY25, ASOS continued
to attract applicants, as shown by a
483% rise in applications, in contrast to
the 9% average decline in applications
per vacancy in the UK (LinkedIn
Labour Market Report, July 2025).
We hosted our second annual ‘Shape Your
Career’ event in June as part of our focus
on internal career opportunities and talent
retention. The event featured inspiring
talks, coaching and a networking session
hosted by the Management Committee, all
designed to break down silos and empower
career growth across the organisation.
Over 500 ASOSers attended this
company-wide initiative.
Monitoring and evaluating
We continue to monitor and evaluate
impact of our efforts through data and
dialogue; one mechanism is the Your
Voice Matters annual engagement
survey. Running the Your Voice Matters
engagement survey is a key way we
bring our ambition to life. To build a high-
performing, inclusive culture rooted in
speed, bravery and creativity, we need
to deeply understand the experiences,
needs and ideas of our people. This survey
gives ASOSers a platform to speak up
with honesty and transparency. This year
we received over 20,000 comments,
helping us to identify what’s working,
what’s getting in the way, and where
we can evolve. It enables us to empower
every individual to make an impact. To
ensure we stay responsive, we will be
evolving Your Voice Matters from an
annual survey to an always-on listening,
feedback & action mechanism. Facilitating
a people-led and reflecting the fast-paced,
innovative spirit that defines ASOS.
40
ASOS Plc Annual Report and Accounts 2025
Diversity
Attracting and retaining
diverse talent. This pillar
encompasses two Fashion
with Integrity (FWI) targets
Equity
Ensuring our pay philosophy,
benefits, policies and procedures
are set up to support ASOSers
fairly and equally
Inclusion
Respecting, understanding,
learning from and celebrating
each other, in the spirit of
fostering a connected and
psychologically safe workplace
Diversity, Equity & Inclusion (DEI)
Our internal DEI strategy is a core
part of the wider People Experience
(PX) strategy. It’s split into three:
We continue to work towards our FWI
targets of achieving 50% female and 15%
ethnically diverse representation across
our Senior Leadership Team by FY30.
Over the past year, we’ve made significant
progress in that we’ve continued to
increase our female Senior Leadership
representation and we’ve surpassed our
ethnically diverse representation target.
To strengthen disability inclusion, in
collaboration with our Same but Different
(Disability & Neurodiversity) employee
network, we have partnered with Tilting
the Lens, a consultancy specialising in
this space, to review our PX processes,
policies and procedures to improve
the employee experience for disabled
and neurodivergent ASOSers. Other
important initiatives led by the Same
but Different network group include
acknowledging Neurodiversity Celebration
Week, World Autism Acceptance Week
and Disability Pride Month, welcoming
various guests, hosting photo shoots
and screenings across our sites.
This year we introduced Hertility,
providing women at ASOS with at-home
hormone and fertility testing through
our benefits programme, supporting
them from menstruation through to
menopause, and we continue to spotlight
important moments in the year like
Endometriosis Awareness Month. We’re
also now officially partnered with Fertility
Matters at Work, the UK’s leading
provider for fertility support in the
workplace and we’re working together
to become a Fertility Friendly Employer.
Our Reach Out Rep mental health network
group continues to grow, with over 40
ASOSers now trained to Mental Health
First Aid England standard. This year, we
launched a new directory with bios and
contact details to increase visibility and
access across ASOS. We also marked key
awareness moments including World
Mental Health Day and Mental Health
Awareness Week.
We celebrated Diwali with our Race,
Ethnicity & Culture network alongside our
Hindu, Sikh & Jain ASOSers and hosted
a My Roots, My Route: In Conversation
With…engaging Ras Vaghjiani (EVP of
People Experience and Communications)
and Rishi Sharma (General Counsel and
Company Secretary) for South Asian
Heritage Month 2025, exploring heritage,
identity and lived experience. For Black
History Month, the network hosted some
impactful events including our second
Black History Month shoot, spotlighting
our Black ASOSers and what the month
means to them, and a breath workshop
to relax, reflect and share stories, led by
2023 MasterChef finalist, Lauren Wilmott.
For Pride this year, THEYSOSers (our
LGBTQIA+ network) attended The Pride in
London Gala Fundraiser Dinner, walked in
the London Pride Parade, and joined
Belfast Pride - all huge moments of
celebration and activism. We also
partnered with Just Like Us and myGwork
to run a Pride Parents & Carers Panel and
an LGBTQIA+ Allyship in an Increasingly
Hostile World session for ASOSers to
continue their learning.
We hosted a launch event for our
Women’s+ network at the start of the
financial year, featuring a talk by Alex
Light on body positivity and a panel
on imposter syndrome and career
development with senior women at
ASOS. Following the event, the network
established an internal Women’s
Wellbeing channel, providing a safe and
inclusive space for anyone experiencing
perimenopause or menopause.
We continue to celebrate ASOSers who
are embodying our purpose through our
monthly ‘Be Whoever You Want to Be’
series where we spotlight authenticity
and inclusivity.
In our latest all-company engagement
survey, Your Voice Matters, we scored
8.3/10 for the statement “ASOS supports
diversity and inclusion, and people of all
backgrounds are accepted for who they
are.” This reflects the positive impact of
our Diversity, Equity & Inclusion efforts
and provides a strong foundation for
continued progress in FY26.
Our people cont.
To mark Black History Month 2024, ASOSers celebrated with a “Sunday Best” shoot with our Studios team - exploring the
connection between clothing, identity and values. This special shoot spotlighted ASOSers embracing the pride and meaning
behind dressing up, where style meets tradition, heritage and community
46%
54%
0%
0%
0%
39%
44%
0%
1%
16%
54%
29%
0%
1%
16%
69%
0%
23%
8%
0%
0%
0%
79%
2%
11%
2%
3%
1%
3%
70%
5%
12%
6%
2%
2%
3%
41
ASOS Plc Annual Report and Accounts 2025
Senior Leadership
1
Gender balance as at 31 August 2025
Management Committee
Ethnic balance as at 31 August 2025
Management Committee
All ASOSers
Senior Leadership
1
All ASOSers
Female
White British or other White
(including minority-white groups)
Asian/Asian British
Other ethnic group,
including Arab
Blank
Male
Non-binary, Agender or ‘Prefer to
describe myself in another way’
Not specified/prefer not to say
Blank
Mixed/Multiple Ethnic Groups Black/African/Caribbean
/Black British
Not specified/prefer not to say
1 Defined as “Head of and above positions”. See page 83 of our Nomination Committee Report for more information on our Senior Leaders’ diversity.
The gender data below is based on gender
identity, as disclosed by ASOSers in our
Workday people platform. We’re committed
to reporting gender data as accurately and
respectfully as possible, which is why we’ve
chosen to report based on gender identity -
to avoid misgendering people. However, this
approach means we currently have some
gaps in our data, which we aim to address
through ongoing internal data disclosure
campaigns. For our FWI targets, we continue
to use legal sex data, as this is available for
100% of ASOSers. Our intention is to
transition to reporting on gender identity
here too, as we improve data completeness.
42
ASOS Plc Annual Report and Accounts 2025
Stakeholder engagement
Our key stakeholders are instrumental in fulfilling
our mission, making effective stakeholder
engagement essential for achieving our long-term
objectives and generating sustained value.
Details of how we engaged with
our stakeholders, considering
the long-term goals for each
can be found on pages 42 to 45.
How the Board considered our
key stakeholders in their principal
decision making during the year
can be found on page 79.
Customers
Why they’re important
Our goal is to create and curate products and experiences to
excite fashion-lovers. Staying relevant means understanding
what matters most to them. Regular engagement with our
customers allows us to meet their needs and tailor our
products and content, supporting our long-term success.
How we engaged
 Our quarterly Net Promoter Score (NPS)
customer experience surveys captured
satisfaction data on our end-to-end
journey across our core markets.
 We launched the ASOS.WORLD loyalty
programme, using customer feedback
to develop key features.
 Our customer care team gathered
customer feedback through advisors
and virtual assistant chats across
c.9.2m contacts in FY25.
 Our Board received updates on brand
performance and customer health
metrics at Board meetings and at
the Board Strategy Day.
 We conducted quarterly surveys in the
UK to gain customer feedback on choice
and retention to help us shape our
product roadmaps.
 We hosted real-life events for our
customers during the year to provide
deeper engagement opportunities,
including our London and New York
pop-up stores.
 We held an in-person focus group
session with disabled consumers to
help shape what an accessible product
range should look like.
Key outcomes
 Customer feedback from the pilot phase
of ASOS.WORLD provided key insights
that shaped key features and benefits.
 Tier 4 customers of ASOS.WORLD won
access to our adidas X ASOS catwalk
event, entry to the TSTM Trafalgar
Square event, tickets to a PAT McGRATH
LABS beauty masterclass and new
season collection previews.
 Following customer feedback we made
changes to the quality of our own-brand
products e.g. our new breatheMAX™
fabric that pulls moisture away from
the skin and dries quickly.
 Customer feedback on fit and sizing
led to the expansion of our templates
library, used to create consistent
and better fitting garments.
Our ASOS.WORLD PAT McGRATH
LABS beauty masterclass
adidas Originals x ASOS Catwalk
Topshop Topman (TSTM) Trafalgar Square Takeover
43
ASOS Plc Annual Report and Accounts 2025
ASOSers
Why they’re important
We’re determined to create an employee
experience like no other, where our
ASOSers can be whoever they want to be.
An experience that ASOSers love, where
they learn, collaborate, embrace change,
and can be authentic, brave, creative and
deliver in everything they do.
How we engaged
 We launched our new ‘Your Voice
Matters’ (YVM) employee engagement
survey which offers employees the
opportunity to provide feedback on
a wide range of areas.
 We held regular Townhall meetings
with our CEO and other Senior Leaders,
connecting ASOSers with our strategic
goals, providing key company updates,
and offering opportunities for Q&A with
Senior Leaders.
 We maintained strong internal
communications with ASOSers through
our weekly newsletter ‘The edit’.
 We invited ASOSers to nominate fellow
employees for an ASOS ACES award, an
annual award ceremony recognising
ASOSers for their extraordinary
performance.
 Our Board received periodic
employee engagement feedback.
 Our ‘Meet the Board’ series continued.
In conjunction with our FWI strategy
re-launch, Anna Maria Rugarli held an
employee engagement session to
discuss her career in fashion and
sustainability with ASOSers.
 We started a ‘Meet our ASOSers’ series
for the Board to meet ASOSers across
different teams in their day-to-day role.
Key outcomes
 Our YVM survey helped us to identify key
focus areas for improvements to take
forward in FY26.
 As a result of ASOSer feedback from
the previous engagement survey, in
FY25 we:
– implemented a new parental leave
policy in FY25, extending the number
of paid time off weeks; and
– formalised our summer hours, allowing
ASOSers to finish at 3pm on Fridays in
June – August.
 We held several sessions to acknowledge
and celebrate key dates such as Mental
Health Awareness Week, Pride, Black
History Month and South Asian
Heritage Month.
 Our ‘Meet the ASOSers’ initiative
allowed the Board to engage directly
with employees at all levels, helping
them assess how company culture
is embedded.
 We held our annual ASOS ACES
awards to celebrate our ASOSers who
embodied our values and behaviours.
Our award categories included
Heartfelt and Unsung Hero awards,
Collaborator of the Year, Customer-
first Champion, Team and Leader of the
Year and our top award the Ace of Aces.
Shareholders
Why they’re important
A key objective for the Board is to
create value for shareholders. Our
mission, purpose, values and strategy
strive to deliver sustainable profitable
growth for our shareholders.
How we engaged
 Meetings were held with institutional
investors and analysts throughout
the year, including following release
of our full-year and half-year results,
hosted by the CEO, CFO and Investor
Relations team.
 We continued to receive feedback
and engage with shareholder queries
through our dedicated Investor
Enquiries email address.
 Our Board received feedback from
our corporate brokers and Investor
Relations team regarding market
reaction and investor views after
announcements and roadshows.
 Our Investor Relations team provided
the Board with a market update at
each scheduled Board meeting, which
includes shareholder feedback as and
when appropriate.
Key outcomes
 We saw strong shareholder engagement
with 82.4% of our share register voting
at our AGM held on 22 January 2025.
Bianca Peltier was the winner of our
‘Ace of Aces’ award in FY25. Bianca
has been changing the perception
of ASOS in the branded world with
her passion and energy. She is
best in class at brand acquisition
in her role as Senior Buyer and has
cemented our place as a streetwear
destination by unlocking new and
exciting streetwear brands. Bianca
has extended herself beyond her role
by leading her team in Partner brands
on new launch strategies, marketing
ideas, spreading positive momentum
and building new and robust processes
for commercial priorities. She is a
role model, cheerleader and go-to
figure for her entire team, working
incredibly hard and taking on any
challenge with a positive outlook.
Board member Christine Cross at a
‘Meet the ASOSers’ session focused
on Product
Our CEO and Director of Talent
and Culture presenting the FY25
Ace of Aces Award
44
ASOS Plc Annual Report and Accounts 2025
Stakeholder engagement cont.
Suppliers
Why they’re important
Maintaining close working
relationships and open transparent
dialogue with our suppliers is key to
offering our customers the best
fashion, whilst protecting human
rights across our supply chain.
How we engaged
 Our dedicated Human Rights team
continued to manage and mitigate social
risks in our supply chain globally.
 We conducted factory audits globally to
monitor compliance with the ASOS Code
of Conduct and relevant local legislation.
 We engaged directly with our suppliers,
trade unions and Non-Governmental
Organisations (NGOs) at the start of
new projects to ensure initiatives are
contextually relevant and shaped for
long-term success.
 We continued to engage with existing
key brands and suppliers to maintain
solid relationships.
 We ensured strong collaboration with
our Test & React suppliers to deliver our
programme with agility and speed.
 The Board monitors the way we manage
our supply chain to ensure we continue
to operate responsibly in line with our
Fashion with Integrity commitments.
Key outcomes
 We extended our partnership with
GoodWeave, a non-profit organisation
that promotes transparency in global
supply chains in India and Bangladesh to
address forced and child labour in
sub-contracted supply chains.
 We completed a Purchasing Practices
Survey to assess, progress and inform
strategy on wages and benefits.
 We joined Stronger Together for fair
work and responsible recruitment in UK.
 We renewed our Global Framework
Agreement with IndustriALL to
support workers and develop dispute
resolution mechanisms.
 We signed an agreement with
International Transport Workers’
Federation (ITF) to address human rights
issues for transport workers in China.
 Through our Test & React programme
our suppliers in Turkey co-developed a
rapid sampling and production model,
cutting design-to-delivery times to
around 3 to 4 weeks, enabling faster
reactions to trend shifts.
Partner brands
Why they’re important
Maintaining strong relationships
with our partner brands is crucial
in ensuring our customers have
access to the best and most
relevant third-party brand
products, all in one place.
How we engaged
 Feedback and collaboration with our
partner brands continually informs
the evolution of our trading channels
including Wholesale, Partner Fulfils,
ASOS Fulfilment Services (AFS)
and brand visibility across our site.
 A new Brand Acquisition & Development
team was established to engage with
brands across a full portfolio of services
we can offer them.
 Our Design teams collaborated with
brands including adidas and New
Balance to bring exclusive
collections to ASOS.
 We continued to partner with Face
& Body brands to offer customers
exclusive monthly beauty boxes and
seasonal gift sets and advent calendars.
 Through engagement with our partner
brands, we expanded our AFS model.
 Our ASOS Media Group (AMG) engages
with our partner brands to connect
them with our customers through
tailored advertising and data-driven
campaigns across ASOS’ sites.
Key outcomes
 We launched an exciting multi-year
collaboration with adidas x ASOS,
co-designing an exclusive womenswear
collection.
 We added c.100 new brands onto our
platform, bringing customers access
to an improved curation of the most
relevant brands and products.
 The highly anticipated ASOS exclusive
adidas cow print Sambas sold out within
hours of being dropped and we launched
a number of ASOS exclusive New
Balance trainers on our site.
 The ASOS Face & Body seasonal gift
sets and advent calendar were a great
success and all sold out.
 We successfully transitioned one of our
biggest brand partners, Inditex, onto
our AFS model, improving the range of
products available to our customers
in an efficient way.
 AMG helps brand partners produce
creative marketing that resonates
with ASOS customers and reaches
relevant audiences on ASOS,
positioning and amplifying their
brands and driving conversion.
The ASOS exclusive adidas cow
print Samba
45
ASOS Plc Annual Report and Accounts 2025
Communities
Why they’re important
Operating responsibly in everything we do is not just
incredibly important to our business and our people, it is
also key to driving positive outcomes for the communities
in which we operate. We want to support the people who
support us. We’ve continued to actively engage with local
communities and charities – helping drive positive change.
How we engaged
 We continued our partnership with
(Fashion) Minority Report to support the
development of young creatives across
the UK through mentoring.
 In collaboration with (Fashion) Minority
Report, we completed our first cohort of
ScaleUp - our incubator programme to
help up and coming brand owners to
scale their businesses.
 We ran a listening session with
ambassadors from Just Like Us, the
LGBTQIA+ young people’s charity,
to aid their confidence in telling their
lived experiences as part of the
LGBTQIA+ community.
 We continued to engage with various
local charities and NGOs in countries
where we source from to strengthen our
ethical and sustainability practices.
 The ASOS Foundation liaised with
relevant charity partners to support
our local communities in London
and Barnsley.
Key outcomes
 44 ASOSers took part in our ‘Give a Day
Away’ initiative, which offers ASOSers a
day of paid volunteering, to support
various charities and causes.
 Through ScaleUp and our partnership
with (Fashion) Minority Report, we
onboarded two successful brand owners
from the first cohort onto the ASOS site.
 We sponsored a new centre in China,
co-ordinated by a local union and
IndustriALL, to support female garment
workers and address gender-based
violence and harassment.
 We launched a gender empowerment
scheme supported by NGOs in Morocco.
 In celebration of Pride, our
‘THEYSOSers’, our LGBTQIA+
network, led our ASOS representation
in the London Pride parade.
ASOS
Foundation
The ASOS Foundation was established as
a charity in 2013 with the aim to open
doors, remove barriers and help young
people change their lives for the better.
The ASOS Foundation (“The Foundation”)
invests in high-impact projects which
focus on instilling confidence and
unlocking talent and utilises our
expertise in fashion and technology to
create life-changing interventions for
young people. Since 2013, The Foundation
has donated c.£8.2m and has built
impactful, strategic partnerships with
charitable organisations who are playing
a key role in breaking down barriers
faced by young people.
ASOS Foundation key outcomes
Throughout the period the ASOS Foundation:
 continued to partner with youth homeless charity
Centrepoint and;
– supported its helpline, a key homelessness prevention
tool, and funded the introduction of a chatbot to
provide out of hours support to young people at
risk of homelessness. Through Centrepoint’s contact
centre, over 5,000 young people were supported
through the helpline, and over 7,500 contacts
were answered through the webchat and
chatbot functions;
– invested in the pilot of a legal clinic with Centrepoint,
offering young people support in navigating the
complex assessments and forms that may stand in
the way of them receiving housing.
 extended its long-term commitment to OnSide,
a national youth charity, and:
– donated towards the build of ‘Base 71’ youth zone
in Barnsley set to open in early 2026 and pledged
continued support to the charity’s ongoing costs; and
– invested in a five-year development initiative to
support junior youth workers with career progression
through to degree level, to ensure they continue their
crucial youth zone work.
ASOS x (Fashion) Minority Report ScaleUp demo day
OnSide have youth zones throughout
the UK, providing activities and
opportunities for young people
46
ASOS Plc Annual Report and Accounts 2025
Financial review
Financial
review
Revenue or GMV growth figures are expressed on a like-for-like (LFL) basis unless otherwise indicated,.
£m
Year to 31 August 2025
UK EU US
Rest of
World
Total
reported
Adjusting
items
3
Total
adjusted
Retail sales 1,137.0 788.1 236.0 178.4 2,339.5 (6.4) 2,333.1
Income from other services 74.8 31.2 21.7 10.6 138.3 (6.6) 131.7
Total revenue 1,211.8 819.3 257.7 189.0 2,477.8 (13.0) 2,464.8
Cost of sales (1,311.1) 8.3 (1,302.8)
Gross profit 1,166.7 (4.7) 1,162.0
Distribution expenses (262.3) – (262.3)
Administrative expenses (828.1) 54.3 (773.8)
Other income 16.5 (10.8) 5.7
EBITDA 92.8 38.8 131.6
Depreciation, amortisation and impairments (305.1) 141.3 (163.8)
Operating loss (212.3) 180.1 (32.2)
Finance income 4.8 – 4.8
Finance expense (74.1) 3.3 (70.8)
Loss before tax (281.6) 183.4 (98.2)
Aaron Izzard
Chief Financial Officer
During the 52 weeks to 31 August 2025
(the year) the Group realised an
adjusted loss before tax of £98.2m,
and an adjusted EBITDA of £131.6m,
a £51.5m improvement on the results
for the same period last year.
As in the first half, across FY25 our new
stock operating model has continued
to deliver measurable benefits to stock
health. This has driven a sustained
reduction in markdowns and improvement
in our full price sales mix, supporting a
gross margin of 47.1%, up 370bps YoY. In
parallel, further cost base optimisation
was achieved through a range of actions
including mothballing the US fulfilment
centre and renegotiating key distribution
contracts, delivering additional efficiencies
and lowering variable cost to serve.
The FY25 exit cost base has also been
structurally reduced across multiple areas
of the business, providing a stronger
foundation for future periods. Together,
these actions have helped offset the
impact of a YoY sales decline, resulting in
an adjusted EBITDA margin of 5.3%, an
increase of 250bps versus FY24.
The reported loss before tax of £281.6m
for the year includes adjusting items
totalling £183.4m. Property-related
initiatives account for £175.8m, the
significant majority being the result of the
mothballing of our US fulfilment centre,
as noted in the interim results. Much of
the expenditure under this programme
is the non-cash impairment of tangible,
intangible and right-of-use assets.
Other adjusting items include a £13.8m
gain relating to the sale of a majority stake
in the TSTM brands, reported within other
income, and a £5.0m provision in relation to
ongoing legal proceedings in an overseas
territory. The remaining £16.4m primarily
relates to strategic initiatives aligning
organisational structure to support
operational efficiencies.
47
ASOS Plc Annual Report and Accounts 2025
GMV
All the KPIs below now include the Flexible Fulfilment models, given
their increasing scale, and hence comparatives are restated.
LFL are adjusted for the impact of foreign exchange translation
and adjusting items. For more detail, please refer to the
Alternative Performance Measures (APMs) note at the
end of the financial statements.
Year to
31 August
2025
Year to
1 September
2024 Change
GMV (£m) 2,456.3 2,817.8 (12%)
Active customers (m) 17.0 19.7 (14%)
Average basket value (£) 42.89 41.47 3%
Average basket value
LFL (£) 43.36 41.47 5%
Average order frequency 3.37 3.45 (2%)
Total shipped orders (m) 57.3 67.9 (16%)
Total visits (m) 1,912.9 2,252.4 (15%)
Conversion 3.0% 3.0% –
GMV declined by 12% YoY, reflecting strategic actions
taken to improve order profitability against a soft consumer
backdrop. While top-line performance was lower than expected,
amid continued macroeconomic uncertainty, this was also
driven by a sustained deliberate focus on strengthening
profitability foundations to create headroom for future
growth investment. As a result of these actions, quality
of sales improved: the full-price mix increased, markdown
reliance reduced, and own brand gained share within the sales
mix, all contributing to a more profitable revenue base.
Flexible fulfilment models, Partner Fulfils (PF) and AFS, gained
significant traction, representing more than 10% of third-
party GMV by the end of the year, up from 5% at the end of
FY24. This shift broadened our product range without adding
inventory risk and ensured GMV growth outpaced revenue,
as anticipated. With adoption accelerating in H2, these
models are positioned to play an even greater role in FY26,
reinforcing our strategy to scale efficiently and enhance
customer experience. Reflecting this mix shift, we have moved
to GMV as the primary indicator of top-line performance.
Customer metrics mirrored these dynamics, with active
customers decreasing by 14% YoY, and visits tracking this trend,
falling by 15%. However, customer retention rates are improving,
signalling that the changes we are implementing are resonating
with customers and laying the foundations for future growth.
Conversion remained broadly stable despite a leaner
promotional stance.
We continued to optimise returns within our new commercial
model. Building on FY24 actions, we introduced targeted,
data-led measures in H1 and H2 focused on persistently high
return behaviours, while continuing to offer free returns to
all our customers in our core markets. Together with ongoing
improvements to product quality and fit, these steps reduced
returns and strengthened basket level profitability. The modest
impact on sales through the year reflects an intentional mix shift
towards healthier orders, consistent with our strategy to drive
sustainable, profitable growth.
Overall, top-line performance reflects challenging market
conditions and inflationary pressures, alongside the deliberate
steps taken to strengthen profitability, creating the foundations
that will underpin the next phase of growth.
Performance by market
United Kingdom
Year to 31 August
2025
GMV -7%
Total revenue -9% (-9% LFL)
Visits -12%
Orders -12%
Conversion flat
ABV +6% (+6% LFL)
Active customers 6.5m (-8%)
UK performance was more resilient than other regions through
FY25. GMV declined 7%, primarily reflecting lower site traffic
and fewer orders against a cautious consumer backdrop in
the UK retail sector. A sharper focus on newness and speed to
market in our new model, with Test & React embedded at scale
and own brand gaining share, meant that the assortment was
fresher and more relevant: supporting healthier sell-through,
higher ABV and improved margins. The improvement stems from
product resonance and execution - getting the right product to
customers faster - demonstrating the model’s effectiveness.
Customer activity reflected these shifts. Active customers
declined 8% to 6.5m, but customer retention is improving, driven
by a more relevant, trend-led assortment. This was supported by
the wider roll-out of Flexible Fulfilment models, giving the ability to
scale availability of high-demand products at pace, and enhanced
customer engagement through collaborations and new brand
launches. Conversion held broadly stable, even as we moved away
from heavy promotional stimulus, underscoring the appeal of
newness and improved product execution.
Europe
Year to 31 August
2025
GMV -16%
Total revenue -19% (-17% LFL)
Visits -17%
Orders -20%
Conversion -10bps
ABV +3% (+5% LFL)
Active customers 7.6m (-16%)
GMV across European markets declined by 16% YoY, in part driven
by actions taken to limit unprofitable orders. The region saw a 17%
drop in visits, contributing to a 20% reduction in orders, though
this was partially mitigated by a 5% uplift in ABV, reflecting a more
favourable full-price sales mix and reduced markdown as the new
operating model delivers profitability benefits.
Macroeconomic pressures remain a factor in the region’s
performance, and initiatives such as the introduction of a free
returns threshold in H2 FY24 - targeting high-returning customer
segments - have contributed to a more profitable sales mix.
Building on this foundation, FY25 saw the roll-out of further
returns management enhancements. These steps improved
variable contribution, even as they tempered top-line growth in
the near term. With these measures now embedded, we expect
the top-line impact to subside as we lap the changes during FY26,
creating a sustainably profitable base as we pivot to the third
stage of our transformation – re-engaging with consumers
through targeted product and experience enhancements.
48
ASOS Plc Annual Report and Accounts 2025
United States
Year to 31 August
2025
GMV -18%
Total revenue -25% (-22% LFL)
Visits -17%
Orders -24%
Conversion -20bps
ABV +4% (+8% LFL)
Active customers 1.7m (-21%)
US GMV declined 18% YoY as a result of lower traffic combined
with a small drop in conversion (20bps). Strong ABV which
increased 8%, partly offset the order decline (24%).
The US market’s structural profitability opportunities were acted
on ahead of any other market, initiated in H2 FY24. Encouragingly,
following the annualisation of the significant profit actions we
undertook and the shift of fulfilment from the US to the UK
broadening access to a wider and fresher stock pool, H2 YoY GMV
decline of 7% narrowed significantly compared to the 26% decline
in H1 FY25. The actions taken to improve profitability included
a pivot to more efficient performance marketing investment,
tighter returns policies for persistently high returning cohorts,
and reduced markdowns with greater promotional discipline.
Together, these steps improved full-price mix and variable
contribution, and delivered a significant improvement in the
trajectory of active customers in H2. The rate of decline
narrowed from 31% in H1 to 21% in H2, supported by new
customer acquisition being broadly flat in H2, a notable
improvement on the 38% decline in H1. Alongside this, a
consistent improvement in the trajectory of retention rates
has been seen across H2, resulting in a YoY improvement in Q4.
This underscores the success of the strategic approach to
addressing structural profitability ahead of upweighting our
re-engagement activity with consumers, reinforcing confidence
as this approach is executed across other key markets.
Rest of World
Year to 31 August
2025
GMV -15%
Total revenue -16% (-14% LFL)
Visits -14%
Orders -17%
Conversion -10bps
ABV +1% (+3% LFL)
Active customers 1.2m (-18%)
Total RoW GMV declined 15% YoY as softer demand and a
marginal 10bps deterioration in conversion resulted in a
17% drop in orders.
ABV rose 3%, partially cushioning the impact of lower volumes.
These gains in basket economics, together with disciplined trading,
continue to support improved order profitability. As actions taken
in prior years annualise, the rate of GMV decline has improved YoY
from a decline of 34% to 15%, demonstrating the positive impact
of the new operating model on customer offering.
Gross margin
Adjusted gross margin increased 370bps YoY to 47.1%, underpinned
by sustained benefits from our commercial operating model.
Our new model - anchored on newness and more relevant product
offering to customers - has delivered higher full-price sell-through
and structurally lower reliance on markdown. Where clearance is
required, it is targeted and seasonally timed, improving the customer
offer and reinforcing the efficiency of the stock model.
In addition, the scaling of Flexible Fulfilment models, PF and AFS, has
begun to contribute meaningfully: these models enhance assortment
and reduce inventory risk, supporting margin expansion, while the
associated fee income and capital-light fulfilment economics helps to
support our profitability ambitions.
Reported gross margin was 47.1%, up 710bps YoY; the additional YoY
uplift reflects the impact of non-underlying stock write-off
programmes recognised in FY24.
Financial review cont.
49
ASOS Plc Annual Report and Accounts 2025
Operating expenses
Adjusted cost to serve (excluding D&A) increased 130bps to 42.0%. This reflects a c.200bps impact from the deleveraging effect of
lower sales and inflationary pressures, resulting in an underlying improvement in cost to serve of c.100bps. Absorbed within this were
the royalty payments to the TSTM joint venture, and despite their inclusion, the variable cost to serve still improved by 70bps. This
improvement in variable cost to serve reflects efficiency gains from a range of actions including renegotiated distribution rates across
key markets and a more efficient approach to marketing spend. Fixed costs in absolute terms decreased significantly YoY, highlighting the
continued heightened discipline in capital allocation. Cost actions in H2 mean the FY25 exit cost base is significantly lower, driven by a
waste removal and efficiency-led approach, which will drive future annualised savings.
£m
Year to
31 August
2025
% of
revenue
13
Year to
1 September
2024
% of
revenue
Change in
£ Value
Distribution costs (262.3) (10.6%) (326.1) (11.3%) 20%
Warehousing (255.1) (10.4%) (311.1) (10.7%) 18%
Marketing (167.8) (6.8%) (190.5) (6.6%) 12%
Other operating costs (350.9) (14.2%) (351.5) (12.1%) 0%
Adj. cost to serve (excl. D&A) (1,036.1) (42.0%) (1,179.2) (40.7%) 12%
Adj. depreciation and amortisation and impairments (163.8) (6.6%) (161.6) (5.6%) (1%)
Adj. operating costs (1,199.9) (48.6%) (1,340.8) (46.2%) 11%
Adjusting items within operating costs (195.6) (7.9%) (155.6) (5.3%) (26%)
Total operating costs (1,395.5) (56.3%) (1,496.4) (51.5%) 7%
Distribution costs decreased by 70bps YoY to 10.6% of revenue. Savings were driven by improved returns rates and rate improvements
secured through renegotiation of carrier contracts in key markets through H2, with further benefits to therefore be realised in FY26.
These benefits helped to offset inflationary pressures and lower volume based rebates from reduced volumes, as well as the increased
costs associated with the fulfilment of more US orders from the UK following the US site closure.
Warehouse costs were 10.4% of revenue, down 30bps YoY. Efficiency gains from the annualisation of FY24 network changes and our
continuous improvement programme more than offset the deleveraging impact of lower volumes and wage inflation in key markets. At an
adjusted level, early savings from the US fulfilment site closure also contributed to the reduction, reinforcing the structural benefits of
our network strategy.
Marketing costs at 6.8% of revenue increased by 20bps YoY. Marketing investment was disciplined and reweighted; as savings from our
optimised performance media model raised variable contribution and were redeployed into full funnel brand and creator activity, keeping
marketing costs as a percentage of revenue broadly stable while supporting longer term demand generation.
Other operating costs fell marginally by £0.6m YoY despite increases associated with the impact of royalties payable under the
TSTM brand agreements. This improvement reflects the disciplined approach to indirect spend and structural cost control, alongside
annualisation of fixed cost optimisation measures implemented in the prior year. Headcount was further streamlined during the year,
ending the year around 4.9% lower than FY24, reinforcing our focus on efficiency and sustainable profitability.
Depreciation and amortisation costs (excluding adjusting items) increased by £2.2m YoY reflecting continued capital investment and
associated depreciation and amortisation charges.
Interest
Finance expense (excluding adjusting items) was £70.8m, an increase of £14.3m from FY24, however the YoY impact on cash is broadly
neutral in FY25. The increased charges reflect the higher coupon on the new 2028 convertible bond issued in September 2024. This
refinancing partially replaced the previous instrument and reset pricing in line with prevailing market conditions, providing a stable capital
structure to support the execution of our strategy. The increase was partly mitigated by switching £50m of term loan into a flexible
facility to effectively reduce our blended interest rate as we improve our financial flexibility.
Finance income was £4.8m, compared with £12.0m in FY24, as average cash balances reduced following the refinancing programme,
consistent with our plan to reduce gross debt and improve the balance sheet.
Taxation
The reported effective tax rate is (6.0%) based on the reported loss before tax of £281.6m. This is lower than the FY24 effective tax rate
of 10.7% primarily due to the effect of higher unrecognised deferred tax assets in the year.
Earnings per share
Both basic and diluted loss per share were 250.1p (FY24: basic and diluted loss per share of 284.4p). The lower loss per share is mainly due
to lower loss after tax for the year of £298.4m (FY24: £338.7m). The calculation of diluted loss per share excludes the impact of potential
ordinary shares as it is anti-dilutive given the Group incurred a loss during the year.
50
ASOS Plc Annual Report and Accounts 2025
Free cash flow
£m
Year to
31 August
2025
Year to
1 September
2024
AEBITDA 131.6 80.1
Share-based payments and other
non-cash items included in AEBITDA (1.0) 2.6
Cash impacting operating
adjusting items (19.2) (20.2)
Income tax received/(paid) 5.1 10.3
Decrease in inventory (excl. swo) 109.7 143.1
(Increase)/decrease in other
working capital (67.1) 12.1
Operating cash flow 159.1 228.0
Purchase of property, plant &
equipment and intangible assets (85.9) (133.5)
Payment of lease liabilities
(principal) (25.7) (25.5)
Interest received 5.4 11.3
Interest paid (38.8) (42.6)
Free cash flow 14.1 37.7
Proceeds from sale of investments 135.0 –
Repayment of borrowings (210.7) (0.5)
Cash impacting financing adjusting
items (10.5) –
Cash flow (72.1) 37.2
Across FY25, there was a free cash inflow of £14.1m. Operating
cash flow of £159.1m reflects a strong improvement in profitability
partly offset by a higher working capital outflow YoY - most
notably, a smaller inventory benefit as last year’s stock health
actions annualised and intake patterns normalised.
Investment discipline continued as capital additions were £85.9m,
down on FY24 by £47.6m, however expenditure for the year was
£100.8m prior to the subsequent impairment of investment into
the Atlanta warehouse. The net interest paid reduced to £38.8m,
while interest received was lower. Taken together, these
movements delivered modestly positive free cash flow for the
year, consistent with the planned cash profile.
After financing activities, there was a net cash outflow of £72.1m,
driven by £210.7m of debt repayment and £10.5m of financing
adjusting items, partly offset by £135.0m of proceeds from the
sale of a majority stake in the TSTM brands.
Net debt, refinancing and liquidity
£m
Year to
31 August
2025
Year to 1
September
2024
Convertible bond (fair value
of debt component) 343.3 478.1
Term loan, including accrued
interest 153.8 190.2
Nordstrom loan 6.5 19.8
Borrowings 503.6 688.1
Cash and cash equivalents (318.9) (391.0)
Net debt (excluding lease
liabilities) 184.7 297.1
Excluding lease liabilities, net debt reduced to £184.7m, an
improvement of £112.4m YoY. The reduction reflects deleveraging
and refinancing actions through the year, with lower balances
across the convertible bond, term loan and Nordstrom facility.
Cash and undrawn facilities was £318.9m at the end of the year, a
£72.1m reduction YoY, as repayment of debt was prioritised,
partially offset by the sale of a majority stake in the TSTM brands,
consistent with our focus on strengthening the balance sheet.
Post balance sheet event
In November 2025, the Group entered into agreements to
refinance its term loan facilities. The refinancing will become
effective in December 2025, at which point the Group’s existing
£150.0m term loan will be repaid and the associated revolving
credit and accordion facilities with Bantry Bay will be terminated.
The new financing arrangements, provided by a syndicate of
private lenders, are comprised of a £150.0m senior term loan and
an £87.5m Delayed Draw Term Loan facility. These new facilities
will mature in November 2030.
Aaron Izzard
Chief Financial Officer
21 November 2025
Notes
1. Numbers throughout this section are subject to rounding.
2. Like-for-like (‘LFL’) revenue or GMV are adjusted for the impact of foreign exchange translation and adjusting items.
3. The adjusting items are explained in note 3 of the financial statements. Reconciliations between statutory measures and their associated Alternative Performance Measures (APMs)
can be found at the end of the financial statements.
4. Retail sales are internet sales recorded net of an appropriate deduction for actual and expected returns, relevant vouchers, discounts and sales taxes.
5. Income from other services comprises of delivery receipt payments, marketing services, commission on sales through Flexible Fulfilment models, revenue from wholesale sales,
and jobber income.
6. GMV is adjusted retail sales plus revenue attributable to Flexible Fulfilment partners, net of returns and excluding sales tax. The growth rate is on a LFL basis. YoY growth rate prior to LFL
adjustment is (13%).
7. Active customers defined as having shopped in the last 12 financial months. These include the Flexible Fulfilment unique active customers.
8. Average basket value is defined as GMV divided by total shipped orders.
9. Average basket value LFL is calculated as LFL GMV divided by total shipped orders.
10. Average order frequency is calculated as total shipped orders in the last 12 financial months divided by active customers.
11. Total shipped orders are the combined total of Asos and Flexible Fulfilment orders.
12. Conversion is calculated as total shipped orders divided by total visits.
13. As a percentage of adjusted revenue for all lines other than Total operating costs which is expressed as a percentage of reported revenue.
14. Sale of inventory, which was written off previously written down to its net realisable value as part of the commercial operating model change, accounted for £8.3m of the decrease in
inventory in FY25.
15. Includes working capital movements associated with adjusting items; a breakdown is included in the APMs section at the end of the financial statements.
16. Financing adjusting items relate to refinancing costs as announced in September 2024.
17. Free cash flow is net cash generated from operating activities, less payments to acquire intangible and tangible assets, payment of the principal portion of lease liabilities
and net finance expenses.
Financial review cont.
51
ASOS Plc Annual Report and Accounts 2025
52
ASOS Plc Annual Report and Accounts 2025
Risk management
Governance, roles and responsibilities for risk management
ASOS’ risk management approach is designed to meet the needs of our fast-paced business, whilst enabling our goals,
protecting our operations and ensuring compliance with the UK Corporate Governance Code.
Our ASOSers are empowered to assess and take risks that are within our risk appetite where these can deliver competitive advantage.
Supported by our risk management approach which guides them on when risks must be avoided, managed and escalated. By aiming
to create a culture of risk and opportunity awareness in our decision making, we can continue to move at pace towards our strategic
goals whilst protecting our established value and stakeholders.
We have defined the roles and responsibilities for risk management across our business, echoing a “Three Lines of Defence” approach.
This includes for governance of our activities, identifying and managing our risks and obtaining assurance over our control environment.
The roles and responsibilities for the groups outlined below are set out on page 53.
Risk information aggregates up
Risk appetites cascade down
Board
P
G
Risk Management team and our Risk Champions network
P
G
F
O
Risk and Control Owners
F
O
Management Committee members and their Senior Leaders
G
F
Audit Committee
P
G
F
Sustainability Committee
P
G
F
Linked risks managed at
different levels
Different types of risk are assessed
and managed at different levels
within our business.
Related risks at different levels are
linked, allowing risk information to be
aggregated and reported up and
appetites set by the Board to flow down.
P
G
F
O
Principal risks The biggest potential events which could threaten the
Group’s business model, future performance, financial
stability or reputation.
Group risks Our largest cross-functional risks and the ways in which
our Principal risks could occur in our business activities.
Functional risks What could go wrong to prevent our individual functions
from delivering their objectives and initiatives.
Operational risks What could go wrong in our day-to-day
activities or operations.
Three Lines of Defence
First line of defence
 Teams delivering business
activities and operations.
 Individuals responsible
for managing risks and
operating controls.
 Management gains assurance
over our control environment
through completing checks and
monitoring activities (e.g. manager
oversight of controls).
Second line of defence
 Central functions operating in
different reporting lines to first
line of defence activities, includes
our Risk Management team.
 Subject matter experts on
requirements and related
control objectives.
 Assurance obtained over
our control environment for
management through assessment
activities which can include
compliance audits.
Third line of defence
 Internal Audit team and other
Governance activities overseen
by the Audit Committee.
 Internal audits over the controls
for our biggest risks with increased
focus in areas where our risk
appetites are lower.
 Independent assurance
over our control environment
for the Board and management,
covers first and second line of
defence activities.
Governance Working Group FWI Steering Committee
53
ASOS Plc Annual Report and Accounts 2025
* Example forums supporting risk management activities (see our Sustainability Report on page 93 for details):
Risk and Control Owners
 Responsible for identifying and owning Operational risks created by our ongoing activities and strategic initiatives.
 Design, implement and operate controls and identify remediations, to ensuring our risks are managed within our risk appetites.
 Deliver certain first line of defence assurance activities such as management reviews and control effectiveness monitoring.
Board
 Accountable for ensuring we have an effective risk management and internal control framework.
 Annually review our Principal, Group and emerging risks.
 Set our risk appetites and the types and amounts of risk that are acceptable for us to take in achieving our strategy.
 See our Governance Report on pages 75 to 80 for more details on the activities of the Board.
Risk Management team and our Risk Champions networks
 Provide guidance, oversight, challenge and assurance over
delivery of risk management activities in our business.
 Set and facilitate our approach and provide risk insights to
our Management Committee, Audit Committee and Board.
 Delivery of our risk management cycle is supported
by our network of Risk Champions. Champions are
based in our business functions and provide support
alongside their day-to-day role.
Management Committee members and Senior Leaders
 Accountable for implementing and monitoring an effective
risk and control framework and overseeing risk management
activities in the first and second lines of defence.
 Identify and regularly review our Group, Functional
and emerging risks throughout year.
 Inform and interpret risk appetites set by our Board to ensure
our control environment enables us to take opportunities
whilst balancing related risks.
 Supported by various management forums*.
Audit Committee
 Monitor our approach for the identification and
assessment of all risks, related controls and
how we set our risk appetites.
 Regularly review our Principal, Group
and emerging risks throughout the year.
 Responsible for monitoring the effectiveness of our risk
management and control framework including overseeing
the activities of the Internal Audit team.
 See our Audit Committee Report on pages 84 to 90 for more.
Sustainability Committee
 Review and monitor our climate-related risks.
 Oversee delivery of our Fashion with Integrity (FWI)
Strategy which includes opportunities and mitigations
in response to climate-related risks.
 See our Sustainability Report on pages 92 to 93 for more.
54
ASOS Plc Annual Report and Accounts 2025
Risk management cont.
1. Risk identification
 Risks are identified through ongoing
governance, operational and project
oversight activities.
 Both current and future risks to our existing
business and the success of our strategy
are assessed, ensuring emerging risks are
also identified.
 Multiple stakeholder groups are involved
as shown in the Governance, roles and
responsibilities section on page 52.
2. Risk analysis
 Risks are analysed before and after existing
mitigations using standard impact (e.g.
financial, operational and reputational) and
likelihood (percentage and timeframe) scales.
 Identified risks are linked to a category in our
risk universe to guide risk treatments and help
with ongoing monitoring. Assessments enable
us to consider both value protection but also
to take strategic decisions and allocate
resources where needed.
 Analysis of expected timeframes helps us to
prioritise current resources whilst tracking
emerging risks.
5. Monitor and review
 Risk reviews are completed bi-annually by
Management Committee members and
their Senior Leaders, and the Audit and
Sustainability Committees.
 Our Board completes an annual assessment
of our Principal and Group risks, including
reviewing and setting our risk appetites
and annually assessing of our risk management
and control framework.
 Adhoc risk workshops can be used to assess
the completeness of identified risks following
changes in operations or reporting lines, or
where there are indications of increasing risk
such as changing key risk indicators.
4. Communicate
 Risk information is recorded and escalated,
flowing up for assessment and further
action where needed.
 Linking our different types of risks at different
levels (see page 52) and risks to a category in
our risk universe facilitates the aggregation of
risk information.
 Risk information is shared between different
stakeholder groups including management
and Board forums.
3. Risk treatment
 Risk appetites are set for each risk based on
the risk universe category they are linked to.
We have three risk appetite ratings with
guidance on the response needed.
 Risks outside of appetite receive additional
treatment (e.g. to avoid, transfer or control)
or an exception to operate outside of risk
appetite must be obtained based on an
approval hierarchy.
 Emerging risks are monitored for further
analysis and planning. This can include taking
steps to avoid these risks or planning how we
would respond in the event they occurred.
Our risk management cycle
55
ASOS Plc Annual Report and Accounts 2025
Risk Management Framework and risk appetites
Our framework embeds the requirements of our
Group Risk Management Policy and the processes set
out in our Risk Management Standard. These include
our risk universe which categorises all areas of risk
applicable to ASOS and helps with risk identification
and management.
Our risk appetites are set by our Board as Risk Averse
(Lower), Balanced (Medium) or Opportunity Seeking
(Higher) for each category within our risk universe.
When Group, Functional or Operational risks are
identified they are linked to a category and adopt its
set risk appetite. The risk appetite must be applied by
Risk and Control Owners when managing that risk.
Risks assigned Risk Averse risk appetites should be
managed more conservatively, have stronger and
more formal controls and increased focus for
assurance activities. Risks assigned Opportunity
Seeking risk appetites relate to areas we are more
likely to take risk for reward, can have less formal and
more limited controls and might not be subject to
regular assurance. Risks with Balanced risk appetites
sit in-between these two other categories. Due to their
breadth and that they link to multiple Group risks, our
risk appetites for our Principal risks may sit between
these categories (see our Principal risks and
uncertainties section on pages 56 to 60 for more).
Continual improvement and enhancement
We are moving towards a culture of continual
development and improvement of our risk
management activities, helping to embed risk-based
decision making into how we do business to support
delivery of our strategic objectives. During the period
we have been focused on rolling out and embedding
our first risk management system, to simplify our
activities through automation, improve our risk data
and enable better insights.
In H2 FY25 we also completed deep-dive review of our
biggest risks with our Management Committee, Audit
Committee and Board. This led to us updating our
Principal risks and improving our understanding of
where and how these might occur in our business
activities, captured as our Group risks.
See more:
Our updated Principal risks on page 56 to 60.
Emerging risks
Our Risk Management Framework
drives a continual cycle that considers
current and forward looking or
‘emerging’ risks. Emerging risks are
monitored and further planning
completed where needed. Our
response can include taking steps to
avoid the risk or planning how we might
respond in a proportionate way if it
occurred, aligned to our risk appetite.
Our deep-dive review of our Principal and
Group risks during H2 FY25 also tested our
understanding of our emerging risks.
Whilst continuing work is needed to
develop potential responses based on
possible scenarios, key focus areas in our
discussions included:
 The evolution of artificial intelligence (AI)
and the potential impact it could have on
numerous risks to our Group across
strategic to compliance areas. For
example, data usage and data quality
needs, impacts on intellectual property
rights and possible technological
disruption in our markets and through
increasing AI use by cyber threat actors.
 The continuing evolution in volume and
complexity of legislation and regulation
in markets in which we operate. For
example, regarding climate-related
matters, taxation compliance and
consumer law with broad impacts
on our business.
 The potential future impacts of
macroeconomic and geopolitical
uncertainty and changes in market
dynamics and disruption on our business
and operations, including for our supply
chain structure and facilities.
By considering emerging risks as part
of our Risk Management Framework, we
aim to ensure we recognise and respond to
these in an appropriate and timely way, to
support our strategic goals.
56
ASOS Plc Annual Report and Accounts 2025
Principal risks and uncertainties
In an ever-evolving and highly
competitive global retail landscape,
creating long-term, sustainable
value depends on our ability to
identify, manage and mitigate a
wide range of risks and uncertainties.
We operate an established Risk
Management Framework that allows
us to assess and respond to both
internal and external events and
circumstances that could impact
our strategic objectives.
This section outlines the Principal risks and uncertainties we
face, including those related to market conditions, supply
chain and logistics and technology disruption. As the biggest
potential events or circumstances which could threaten our
business model, future performance, financial stability or
reputation, these risks could impact us in broad and varying
ways. Their nature and size means that many are overseen
and managed in multiple functions within our business. This
also means many of our Principal risks on the following pages
are owned by several of our Management Committee
members, through their ownership of our related Group Risks.
Our Risk management section on pages 52 to 55 provides
more on the different types of linked risks we identify and
manage, and our risk appetite categories and how these guide
us to balance our risks and opportunities.
A. Loss of personal data
Link to strategy
Risk movement
Due to increasingly onerous external threats and growing
complexity of regulations in our operating territories.
Overall risk appetite
Opportunity Seeking Risk AverseBalanced
Risk Owner: EVP Commercial & Customer
Description
Accidental loss, deliberate theft or unpermitted usage of
ASOSer or customer personally identifiable information through
failure of controls, a targeted attack or employee/third-party
breach or error.
Potential impact
Non-compliance with privacy regulations in our operating territories
leading to significant financial penalties, civil claims reputational
damage and loss of ASOSer and customer confidence.
Key mitigating activities
 Overarching privacy and information security control
frameworks overseen by our Data Protection Officer
and Chief Information Security Officer.
 Data protection and security assessments completed when
selecting, acquiring, and embedding new assets, services and
partnerships. Also processes for monitoring the collection,
use and reuse of data.
 Processes for identifying, reporting and assessing data
incidents/breaches including annual training for all ASOSers
and regular awareness campaigns delivered through
internal communications.
 Security controls for protecting confidential data and
monitoring for losses to minimise the risk and impact of a data
breach.
 Privacy regulation and legislation horizon scanning completed
to identify upcoming requirements and drive actions needed
for compliance.
Link to strategy: Risk movement key:
Best and most
relevant product
Inspirational
shopping experience
Efficient
operating model
Increasing Stable Decreasing
57
ASOS Plc Annual Report and Accounts 2025
B. Disruptions of direct and
core operations
Link to strategy
Risk movement
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owners: EVP Technology, CFO and SVP Supply Chain
Description
Disruption of our direct or core operations including critical
technology infrastructure, customer payment services, fulfilment
centre operation or inbound supply chain due to a successful
cyber-attack, technical issues, failure of third-party systems
or operations or external events (including geopolitically) that
impact ASOS.
Potential impact
Loss of sales in the short term or longer-term market share,
changes to our customer proposition, stock obsolescence, loss of
licences or reputational damage.
Key mitigating activities
 Cyber security and technology control frameworks designed
to prevent, detect and respond to threats, attacks and
operational failures in a timely and effective manner.
 Mandatory annual cyber training completed by all ASOSers
and regular awareness campaigns delivered through
internal communications.
 Ongoing operational third-party service management and
contingency arrangements to enable switching if certain
providers fail.
 Annual programme of risk assessments and implementation
of improvements at our operational facilities to help minimise
incidents. Also planning and training on continuity and
response to incidents to ensure we can recover quickly
if things do go wrong.
 Ongoing monitoring of inventory movements and working closely
with our supply chain partners to identify emerging supply chain
disruption and enable quick mitigation, including switching to
alternative shipping routes.
C. Not protecting stakeholder
safety and wellbeing
Link to strategy
Risk movement
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owners: CFO & EVP Product
Description
Failure to adequately protect ASOSers, employees of third
parties supporting our operations or the human rights of workers
in our value chain due to failure of governance, controls for
preventing and responding to issues and effective monitoring.
Potential impact
Non-compliance with laws and regulations leading to legal action
and financial penalties, reputational damage and loss of ASOSer,
customer and wider stakeholder trust.
Key mitigating activities
 Occupational Health & Safety Management System in place
across our office and operational sites, designed to prevent and
enable an effective response to safety incidents.
 Comprehensive social due diligence programme including
own-brand supplier factory audits to monitor compliance with
our policies and monitor completion of corrective action plans
where these are required (see pages 34 to 35 for more).
 Mandatory annual training completed by all ASOSers aimed at
identifying and preventing Modern Slavery in our supply chain.
 Working with NGOs such as IndustriALL Global Union, the
International Transport Workers’ Federation (from FY26) and
local independent workers’ rights organisations to proactively
identify and remediate issues within our supply chain.
 Relaunched Supplier Code of Conduct setting out our policies
and expectations for third parties.
58
ASOS Plc Annual Report and Accounts 2025
D. Failure to compete effectively at speed
and loss of relevance and brand value
Link to strategy
Risk movement
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owners: EVP Commercial & Customer and EVP People,
Communication & Strategy
Description
Failure to adapt and compete effectively at required speed, not
overseeing and nurturing our business model and strategy in a
manner which protects all stakeholder interests, not adapting to
market and consumer changes or failure of controls and
processes for governing strategic delivery.
Potential impact
Loss of market share, relevance to our customers, customer loyalty
and brand value and failure to effectively deliver our strategy with
associated negative financial and reputational consequences.
Key mitigating activities
 Structured approach for setting, refreshing and communicating
our strategy through our Board, Management Committee,
Senior Leaders and wider business.
 Management Committee governance and oversight of strategic
initiatives through regular reporting, weekly deep dives on
strategic topics and monitoring KPIs.
 Strategy team help monitor links between our strategy, annual
initiatives and projects.
 Processes for monitoring and modelling how potential changes in
macroeconomics, geopolitical events and competitor
behaviours could impact supply and demand, customer
behaviours, market dynamics and economic volatility.
 Multi-channel approach including wholesale and flexible
fulfilment. Ability to accelerate speed to market through our
Test & React sourcing model.
E. Ineffective capital allocation and
not delivering ROI on investments
Link to strategy
Risk movement
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owners: CFO & EVP Product
Description
Failure to pursue and obtain appropriate return on capital and
operating expenditure investments due to failure of controls for
planning and monitoring spend and global geopolitical and financial
instability reducing the accuracy of our forecasting.
Potential impact
Delays to or failure of strategic initiatives, missed revenue or profit
generating opportunities, working capital restrictions and reduced
product newness and customer engagement.
Key mitigating activities
 Key project steering committees and regular meetings with
sponsors aimed at tracking and reviewing activities, project
benefits being delivered, risks, dependencies and impacts.
 Processes for monitoring and modelling potential changes in
macroeconomics, geopolitical events and competitor
behaviours that could impact supply, demand and customer
behaviours so we can adjust and manage our intake.
 Management Committee governance and oversight of strategic
initiatives through regular reporting, weekly deep dives on
strategic topics and monitoring KPIs. Regular updates are
provided to the ASOS Plc Board and relevant Committees.
 Initiatives to strengthen our balance sheet, cash generation and
manage gearing to improve our resilience.
Principal risks and uncertainties cont.
Link to strategy: Risk movement key:
Best and most
relevant product
Inspirational
shopping experience
Efficient
operating model
Increasing Stable Decreasing
59
ASOS Plc Annual Report and Accounts 2025
F. Breaching key corporate
laws and regulations
Link to strategy
Risk movement
Due to the growing volume and complexity of external
requirements in our operating territories.
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owners: General Counsel & Company Secretary and CFO
Description
Non-compliance with key laws and regulations through control
failures and/or the complex and evolving requirements applicable
to our business due to its size, listing status and the countries
which we operate in. Non-compliance could include a breach of
consumer protection requirements, bribery and corruption in our
value chain, inappropriately dealing with sanctioned individuals or
entities, fraud committed on third parties or non-compliance with
external reporting requirements.
Potential impact
Class action disputes, litigation, regulatory action, fines and
settlement costs, management distraction from core operations,
public censure, reputational damage and loss of ASOSer and other
stakeholder confidence.
Key mitigating activities
 Regulatory and legislative control frameworks aimed at driving
compliance with requirements in a timely and effective way.
 Mandatory annual compliance training covering responsibilities
for all ASOSers and targeted additional training in high-risk
areas, with completion monitored by Senior Leaders.
 Regulatory and legislative horizon scanning completed to
identify upcoming risks and drive actions needed to maintain
compliance.
 Our Governance Working Group (see page 93) monitored key
business risks and ensured discipline in governance activities.
 Clear policies and procedures are in place and regularly
updated to ensure ASOS remains compliant with requirements.
G. Non-compliance with global
tax requirements
Link to strategy
Risk movement
Due to the growing volume and complexity of requirements
including US tariffs and de minimis exemption limit removal.
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owner: CFO
Description
Not adhering to taxation-related requirements through a failure of
controls for planning and managing compliance and/or the
complex and evolving tax regulatory and legislative requirements
applicable to our business due to its global operations.
Potential impact
Non-compliance with legislation or regulations, disputes, fines and
settlement costs, management distraction from core operations,
public censure, reputational damage and loss of ASOSer and other
stakeholder confidence.
Key mitigating activities
 Horizon scanning of developments in tax regulations
and legislation including regular insights from advisors
to identify upcoming risks and drive actions needed to
maintain compliance.
 Tax risks managed through documented processes and
controls which are regularly reviewed and monitored.
 External advisors engaged for complex or uncertain tax issues
to ensure the appropriate responses are actioned for
compliance.
 Transparent and collaborative relationships maintained with
tax authorities, disclosing concerns in a timely manner and
aiming to resolve disputes through open discussion.
 Prudent tax planning measures in place to avoid artificial
arrangements, aligning with the substance of commercial
activity and adhering to ethical principles when making decisions.
60
ASOS Plc Annual Report and Accounts 2025
H. Challenges and impacts
of climate change
Link to strategy
Risk movement
Due to climate change intensifying and its impacts
accelerating and becoming more apparent and acute.
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owner: EVP Product
Description
Disruption to supply of products, challenges and costs of
transitioning to a lower carbon business model and non-
compliance with external climate-related requirements, due to
where and how we source our products and the complex and
quickly evolving regulatory and legislative landscape.
Potential impact
Reduced availability of existing products or a need to switch to
higher cost alternatives, increased investment and operating costs
of moving to a lower carbon business model and non-compliance
with requirements leading to increased expense, fines, settlement
costs, reputational damage and loss of ASOSer and other
stakeholder confidence.
Key mitigating activities
 Oversight and governance of our Fashion with Integrity (FWI)
Strategy. Operational plans aimed at driving delivery of our
Product, Planet and People targets and commitments aligned to
UK and EU legislation.
 Conducting carbon analysis to identify our carbon hotspots and
prioritise higher-impact initiatives through allocating capital
investment more efficiently.
 Reducing reliance on conventional raw materials which often
require more resources to produce and so are more susceptible
to the physical effects of climate change such as heatwaves and
droughts (e.g. by switching for more sustainable materials).
 Enhancing our systems and processes to improve measurement
of our environmental impact, track progress against our FWI
targets and commitments, and help us to meet future and
evolving regulatory and legislative requirements.
 For more on our FWI Strategy, our targets and commitments
and analysis of our climate-related risks and opportunities,
see our Sustainability Report on pages 18 to 36.
I. Not having the right employee
behaviours and capability for success
Link to strategy
Risk movement
Due to new tools and actions to embed a high-performance
culture and improve ASOSer engagement and collaboration.
Overall risk appetite
Opportunity seeking Risk averseBalanced
Risk Owner: EVP People, Communication & Strategy
Description
Failure to attract required new talent, to identify, develop
and organise our existing talent effectively or to embed a
high-performance culture needed for success, caused by having
a less attractive employee value proposition, failure of controls
for driving performance or an organisational design not aligned
with requirements.
Potential impact
Disengaged workforce and increased attrition, delays to or failure
of strategic initiatives, slow or ineffective decision making, lost
opportunities and increased costs.
Key mitigating activities
 Ongoing work-streams to amplify our employer proposition
including around DEI, reward, development and culture.
 Processes for assessing leadership capabilities and behaviours
and to drive development and retention.
 Workforce planning, structuring and sourcing activities that
consider both current and future requirements.
 Refreshed culture strategy approved by the Board, including
ongoing assessment and reaction to employee sentiment
gained through regular surveys and other measures such
as exit interviews.
Principal risks and uncertainties cont.
Link to strategy: Risk movement key:
Best and most
relevant product
Inspirational
shopping experience
Efficient
operating model
Increasing Stable Decreasing
61
ASOS Plc Annual Report and Accounts 2025
Long-term
viability statement
Long-term viability statement
The Group’s prospects are assessed primarily through its
strategic planning process, which covers a period of five years,
and is reviewed by the Board with involvement throughout from
both the CFO and CEO. Whilst the Board reviews a five-year plan,
the final two years are indicative movements, with the initial three
years considered an appropriate time period for the Group’s
long-term plan as it facilitates an appropriate balance between
the short-term characteristics of the business, such as uncertain
demand cycles and changing consumer behaviour, and the need
for longer term planning in relation to financing, investment and
supply chain planning.
The Group considers the following in the assessment of the
strategic planning cycle and the long-term assessment of
the business:
 The principal risks and opportunities associated with the Group,
and identification of new or changing emerging risks and how the
Group responds to these
 Macroeconomic trends within the global economy, geopolitical
events, increasing costs, and market share
 Changes in customer and competitor behaviour, driven
particularly by the potential wider consequences of reduced
disposable income (from increased interest rates and inflation);
and scope for further cost mitigation.
i. The assessment period:
ASOS continues to adopt a three-year assessment period to
assess the Group’s viability. The Board has determined that this
assessment period to 27 August 2028 is appropriate because:
 The Group does not earn revenue from long-term contracts.
Therefore changes to the Group’s long-term plan are
predominantly as a result of changes to sales and cost
assumptions which are inherently more difficult to predict
beyond three years. Both have been stress-tested as part of
the viability assessment.
 This period is also consistent with the Group’s long-term
planning cycle as detailed above.
ii. Assessment of viability:
The assessment of the Group’s viability commenced with a review
of the cash headroom as at 1 September 2025, available through
the Group’s cash, cash equivalents and debt facilities, utilising a
three- year forward forecast (the base case). Sales growth rates
gradually improve vs. the FY25 exit rate, throughout the first half
of the assessment period, trending towards mid-single digit
growth which is sustained in the second half. Improvements in
adjusted gross margin of at least 100bps vs FY25 to 48% to
50% are assumed during FY26 with FY27 and FY28 continuing
at around 50% level.
The forecasted cash flows across the assessment period were
tested against the single minimum-cash covenant.
In November 2025, the Group entered into agreements to
refinance its term loan facilities which will become effective in
December 2025, at this point the existing term loan will be repaid
and the associated revolving credit and accordion facilities with
Bantry Bay will be terminated. The new financing arrangements,
provided by a syndicate of private lenders, are comprised of a
£150.0m senior term loan and an £87.5m Delayed Draw Term Loan
facility. Outside of this, there is one financing arrangement that
matures during the assessment:
 £74m convertible bond issue maturing in April 2026, which the
Group does not expect to be exercised based on the conversion
price of £79.65. This is assumed to be repaid from cash reserves
at maturity.
The Group also estimated the impact of severe but plausible
downside scenarios aligned to the Group’s principal risks and
opportunities, identifying the principal risks from pages 56 to 60
which could have a significant impact on the viability of the Group.
These were then stress-tested using a combined scenario where
the below risks were modelled as materialising over the three-year
period. Available mitigating actions were considered as part of the
assessment.
These include deferring capital investment spend and enhancing
cost management practices in order to support a sufficient level
of liquidity headroom during the viability assessment period.
In the unlikely scenario of additional risks materialising, ASOS has
control measures in place and additional mitigations that in
practice would prevent or nullify the impact of any such
occurrences.
Based on these assessments and other matters considered by the
Board, the Directors confirm that they have a reasonable
expectation that the Group will continue in operation and meet its
liabilities as they fall due through the three-year viability period
ending 27 August 2028.
iii. Going concern:
The Directors considered it appropriate to adopt the going
concern basis in preparing the financial statements which are
shown on pages 124 to 178.
62
ASOS Plc Annual Report and Accounts 2025
Long-term viability statement cont.
Scenario Associated principal risk Description
Macroeconomic
downturn and loss
of market share
Macroeconomic changes
Strategic programmes fail to
deliver required outcome
Market dynamics and impact
on our business
The global market continues to be challenging following the continuation of
geopolitical events in FY25. Despite more encouraging indicators in recent
months, sustained levels of high inflation could continue to impact the ASOS
customer demographic and reduce disposable income, contributing to a
contraction in consumer demand, driving like-for-like declines across the business.
Management have applied a downside scenario with suppressed trading due to
the economic uncertainty experienced during the last 24 months. The scenario
reflects an uncertain consumer outlook which reduces the projected annualised
like-for-like sales growth contained within the base case during the 3-year
assessment period, resulting in Year 3 of the assessment being c.20% lower
than base case. The severe downturn in sales modelled reflects the volatile
and uncertain nature of the macroeconomic environment.
Gross margin
performance
Macroeconomic changes
Strategic programmes fail to
deliver required outcome
Market dynamics and impact
on our business
A degradation in gross margin of c.200bps vs the base case across the
assessment period due to:
 Increased discounting required to satisfy consumer spending habits if the
challenging macro economic impact was to worsen
 Increased requirement for stock clearance to satisfy the parameters of the
new stock operating model, if sales were not to meet the base plan
 Further impacts from tariffs and changes to international trade regulations,
including the removal of de minimis exemptions.
Management has applied a downside scenario to reflect a potential increase in
discounting and stock clearance in the event of the macro economic environment
not improving throughout the assessment period. A downturn in the economy
could result in both the consumer demand being geared towards discounted
product, but also a slower sell through of existing stock resulting in increased
levels of clearance being required.
Working capital
cash impact
Market dynamics and impact
on our business
Failure to comply with
legislation or regulation
Cyber security incidents
An incremental average working capital outflow of c.£110m has been modelled,
constituting an outflow of cash in Year one of the assessment period. This would
capture the potential impact of regulatory fines or impacts in relation to cyber
security events or other events impacting the Group’s ongoing working capital.
Climate change and
Sustainability
Sustainability and climate
change
The risks posed by the global economy’s transition to a low-carbon model could
potentially impact the Group’s business. In particular, these risks may arise from
changes in regulations and legislation, increased requirements for low-carbon
technologies, shifting customer preferences towards more sustainable
products, and potential changes in the availability of products due to disruptions
within the Group’s supply chain.
The potential exposure to climate risks has been considered, in particular
revenue declines that could be experienced from disruptions to either supply
chain or operations, as well as any market share loss in a scenario where the
Group fails to align to the expectations and requirements of legislators and
stakeholders. The potential impacts are in line with those disclosed within the
Group’s TCFD disclosures on pages 66 to 67, noting that the scenarios represent
unmitigated scenarios that do not reflect the Group’s proactive risk
management or strategic initiatives. The impacts are significantly below the
severe but plausible downsides already considered by the Group that takes into
account all matters of which the Group is currently aware, including climate-
related impacts, and as a result, climate risks are effectively encompassed
within the scenarios already modelled. It is not considered therefore that
climate-related risks affect the Directors’ conclusion that there is reasonable
expectation that the Group will continue in operation and meet its liabilities as
they fall due through the three-year viability period ending 27 August 2028.
The Strategic report has been prepared in accordance with the requirements of the Companies Act 2006, has been approved and signed
on behalf of the Board.
José Antonio Ramos Calamonte
Chief Executive Officer
21 November 2025
63
ASOS Plc Annual Report and Accounts 2025
SASB Standards Index
Reporting in reference to Apparel, Accessories & Footwear Version 2023-12 and E-Commerce Version 2023-12.
Apparel, Accessories & Footwear
Topic Code Metric Type Page
Management of
Chemicals in
Products
CG-AA-250a.1 Discussion of processes to maintain compliance with
restricted substances regulations
Discussion and
Analysis
32
CG-AA-250a.2 Discussion of processes to assess and manage risks or
hazards associated with chemicals in products
Discussion and
Analysis
32
Environmental
Impacts in the
Supply Chain
CG-AA-430a.1 Percentage of (1) Tier 1 supplier facilities and (2) supplier
facilities beyond Tier 1 in compliance with wastewater
discharge permits or contractual agreements
Quantitative 32
CG-AA-430a.2 Percentage of (1) Tier 1 supplier facilities and (2) supplier
facilities beyond Tier 1 that have completed the Sustainable
Apparel Coalition’s Higg Facility Environmental Module (Higg
FEM) assessment or an equivalent environmental data
assessment
Quantitative 32
Labour Conditions
in the Supply Chain
CG-AA-430b.1 Percentage of (1) Tier 1 supplier facilities and (2) supplier
facilities beyond Tier 1 that have been audited to a labour
code of conduct, (3) percentage of total audits conducted by
a third-party auditor
Quantitative 35
CG-AA-430b.2 (1) Priority non-conformance rate and (2) associated
corrective action rate for suppliers’ labour code of conduct
audits
Quantitative Not disclosed
CG-AA-430b.3 Description of the greatest (1) labour and (2) environmental,
health and safety risks in the supply chain
Discussion and
Analysis
Disclosed in
modern slavery
statement
Raw Materials
Sourcing
CG-AA-440a.3 (1) List of priority raw materials; for each priority raw
material: (2) environmental or social factor(s) most likely to
threaten sourcing, (3) discussion on business risks or
opportunities associated with environmental or social factors
and (4) management strategy for addressing business risks
and opportunities
Discussion and
Analysis
25, 31
CG-AA-440a.4 (1) Amount of priority raw materials purchased, by material,
and (2) amount of each priority raw material that is certified
to a third-party environmental or social standard, by
standard
Quantitative 31
Activity metric CG-AA-000.A Number of (1) Tier 1 suppliers and (2) suppliers
beyond Tier 1
Quantitative Disclosed in
modern slavery
statement
E-Commerce
Topic Code Metric Type Page
Hardware
Infrastructure
Energy & Water
Management
CG-EC-130a.1 (1) Total energy consumed, (2) percentage grid electricity and
(3) percentage renewable
Quantitative 27
CG-EC-130a.2 (1) Total water withdrawn, (2) total water consumed;
percentage of each in regions with High or Extremely High
Baseline Water Stress
Quantitative Not relevant
CG-EC-130a.3 Discussion of the integration of environmental considerations
into strategic planning for data centre needs
Discussion and
Analysis
Not relevant
Data Privacy &
Advertising
Standards
CG-EC-220a.1 Number of users whose information is used for secondary
purposes
Quantitative Not disclosed
CG-EC-220a.2 Description of policies and practices relating to targeted
advertising and user privacy
Discussion and
Analysis
56
Data Security CG-EC-230a.1 Description of approach to identifying and addressing data
security risks
Discussion and
Analysis
56
CG-EC-230a.2 (1) Number of data breaches, (2) percentage that are
personal data breaches, (3) number of users affected
Quantitative Not disclosed
64
ASOS Plc Annual Report and Accounts 2025
Topic Code Metric Type Page
Employee
Recruitment,
Inclusion &
Performance
CG-EC-330a.1 Employee engagement as a percentage Quantitative Not disclosed
CG-EC-330a.2 (1) Voluntary and (2) involuntary turnover rate for all
employees
Quantitative Not disclosed
CG-EC-330a.3 Percentage of (1) gender and (2) diversity group
representation for (a) executive management, (b) non-
executive management, (c) technical employees, and (d) all
other employees
Quantitative 41
CG-EC-330a.4 Percentage of technical employees that require a work visa Quantitative Not relevant
Product Packaging
& Distribution
CG-EC-410a.1 Total greenhouse gas (GHG) footprint of product shipments Quantitative 26
CG-EC-410a.2 Discussion of strategies to reduce the environmental impact
of product delivery
Discussion and
Analysis
27
Activity Metrics CG-EC-000.A Entity-defined measure of user activity Quantitative 4
CG-EC-000.B Data processing capacity, percentage outsourced Quantitative 100% outsourced
CG-EC-000.C Number of shipments Quantitative 4
Global Reporting Initiative (GRI)
Reporting in reference to GRI 1: Foundation 2021.
Disclosure Page Disclosure Page
GRI 2: General Disclosures 2021
2-1 Organisational details 129 2-16 Communication of critical concerns 90
2-2 Entities included in the organisation’s
sustainability reporting
20 2-17 Collective knowledge of the highest
governance body
93
2-3 Reporting period, frequency and
contact point
20 2-18 Evaluation of the performance of the
highest governance body
80
2-4 Restatements of information N/A 2-19 Remuneration policies 94 to 108
2-5 External assurance N/A 2-20 Process to determine remuneration 94 to 108
2-6 Activities, value chain and other
business relationships
46 to 50, 174 2-21 Annual total compensation ratio 107
2-7 Employees 38 to 43 2-22 Statement on sustainable development
strategy
19
2-8 Workers who are not employees Disclosed in modern
slavery statement
2-23 Policy commitments 34 to 35
2-9 Governance structure and
composition
75 to 80 2-24 Embedding policy commitments 34 to 35
2-10 Nomination and selection of the
highest governance body
81 to 83 2-25 Processes to remediate negative
impacts
34 to 35
2-11 Chair of the highest governance body 70 to 73 2-26 Mechanisms for seeking advice and
raising concerns
34 to 35, 90
2-12 Role of the highest governance body
in overseeing the management of impacts
92 2-27 Compliance with laws and regulations N/A, 59
2-13 Delegation of responsibility for
managing impacts
92 to 93 2-28 Membership associations Disclosed in Modern
slavery statement
2-14 Role of the highest governance body
in sustainability reporting
92 to 93 2-29 Approach to stakeholder engagement 42 to 45
2-15 Conflicts of interest 78 2-30 Collective bargaining agreements 34
GRI 3: Material Topics 2021
3-1 Process to determine material topics 20 3-3 Management of material topics 20
3-2 List of material topics 20
E-Commerce cont.
SASB Standards Index cont.
65
ASOS Plc Annual Report and Accounts 2025
Disclosure Page Disclosure Page
GRI 101: Biodiversity 2024
101-2 Management of biodiversity impacts 28
GRI 102: Climate Change 2025
102-4 to 102-8 26 to 27
GRI 103: Energy 2025
103-1 to 103-5 27
GRI 201: Economic Performance 2016
201-2 Financial implications and other
risks and opportunities due to climate
change
24 to 25
GRI 301: Materials 2016
301-1 Materials used by weight or volume 31 301-2 Recycled input materials used 31
GRI 303: Water and Effluents 2018
303-2 Management of water
discharge-related impacts
32
GRI 306: Waste 2020
306-1 Waste generation and significant
waste related impacts
29 to 32 306-2 Management of significant waste-
related impacts
29 to 32
GRI 308: Supplier Environmental Assessment 2016
308-1 New suppliers that were screened
using environmental criteria
32 308-2 Negative environmental impacts
in the supply chain and actions taken
32
GRI 401: Employment 2016
401-1 New employee hires and employee
turnover
Not disclosed 401-3 Parental leave 43
GRI 403: Occupational Health and Safety 2018
403-7 Prevention and mitigation of
occupational health and safety impacts
directly linked by business relationships
35
GRI 405: Diversity and Equal Opportunity 2016
405-1 Diversity of governance bodies and
employees
83 405-2 Ratio of basic salary and
remuneration of women to men
Gender pay gap on
asosplc.com
GRI 407: Freedom of Association and Collective Bargaining 2016
407-1 Operations and suppliers in which
the right to freedom of association and
collective bargaining may be at risk
Modern slavery
statement on
asosplc.com
GRI 408: Child Labor 2016
408-1 Operations and suppliers at
significant risk for incidents of child labor
Modern slavery
statement on
asosplc.com
GRI 409: Forced or Compulsory Labor 2016
409-1 Operations and suppliers at
significant risk for incidents of forced or
compulsory labor
Modern slavery
statement on
asosplc.com
GRI 414: Supplier Social Assessment 2016
414-1 New suppliers that were screened
using social criteria
Modern slavery
statement on
asosplc.com
414-2 Negative social impacts in the supply
chain and actions taken
Modern slavery
statement on
asosplc.com
Global Reporting Initiative (GRI) cont.
66
ASOS Plc Annual Report and Accounts 2025
TCFD & CFD Index
Reporting in reference to Sections 1 – 4 of the TCFD ‘Recommended Disclosures’ from ‘Chapter C. Guidance for All Sectors’ within the
TCFD’s publication, “Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures (2021)” (referred to
here as the ‘TCFD Guidance’).
Reporting in compliance with the mandatory climate-related financial disclosure requirements under the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022.
Governance
Recommended Disclosure Associated CFD Requirement Page
a) Describe the board’s oversight of climate-related risks
and opportunities.
a) a description of the governance arrangements of the company or
LLP in relation to assessing and managing climate-related risks and
opportunities.
93
b) Describe management’s role in assessing and
managing climate- related risks and opportunities.
Strategy
a) Describe the climate-related risks and opportunities
the organization has identified over the short, medium,
and long term.
(d) a description of—
(i) the principal climate-related risks and opportunities arising in
connection with the operations of the company or LLP, and;
(ii) the time periods by reference to which those risks and
opportunities are assessed;
22 to
25
b) Describe the impact of climate-related risks and
opportunities on the organization’s businesses, strategy,
and financial planning.
(e) a description of the actual and potential impacts of the principal
climate-related risks and opportunities on the business model and
strategy of the company or LLP.
24 to
25
c) Describe the resilience of the organization’s strategy,
taking into consideration different climate- related
scenarios, including a 2°C or lower scenario.
(f) an analysis of the resilience of the business model and strategy of
the company or LLP, taking into consideration of different climate-
related scenarios.
22 to
25, 60
Risk Management
a) Describe the organization’s processes for identifying
and assessing climate- related risk.
(b) a description of how the company or LLP identifies, assesses, and
manages climate- related risks and opportunities.
24 to
25, 60
b) Describe the organization’s processes for managing
climate- related risks.
c) Describe how processes for identifying, assessing, and
managing climate- related risks are integrated into the
organization’s overall risk management.
(c) a description of how processes for identifying, assessing, and
managing climate-related risks are integrated into the overall risk
management process in the company or LLP.
60
Metrics & Targets
a) Disclose the metrics used by the organization to
assess climate- related risks and opportunities in line
with its strategy and risk management process.
(h) the key performance indicators used to assess progress against
targets used to manage climate-related risks and realise climate-
related opportunities and a description of the calculations on which
those key performance indicators are based.
18 to 31
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
c) Describe the targets used by the organization to
manage climate- related risks and opportunities and
performance against targets.
(g) a description of the targets used by the company or LLPs to
manage climate-related risks and to realise climate-related
opportunities and of performance against those targets.
(h) the key performance indicators used to assess progress against
targets used to manage climate-related risks and realise climate-
related opportunities and a description of the calculations on which
those key performance indicators are based.
18 to 31
67
ASOS Plc Annual Report and Accounts 2025
SECR Index
Reporting prepared following the 2020 UK Government Environmental Reporting Guidelines, including Streamlined Energy and Carbon
Reporting (SECR) requirements.
Disclosure Metrics Page
Energy Use Disclosure. Global energy use, including:
 Electricity;
 Gas;
 Transport fuel.
27
Greenhouse Gas
Emissions.
Scope 1 and Scope 2 emissions:
 Scope 1: Direct emissions from owned/controlled sources;
 Scope 2: Indirect emissions from purchased electricity, heat, or steam.
Scope 3 emissions:
 Relevant categories (e.g., business travel, supply chain).
26
Intensity Ratio. Two intensity ratios:
 Emissions per £m turnover;
 Emissions per unit of production.
27
Methodology. Must describe the methodology used for calculating emissions and energy use, including:
 Emission factors;
 Conversion tools;
 Data sources.
27
Energy Efficiency
Actions.
Must describe principal measures taken to improve energy efficiency during the reporting year. If no
measures were taken, this must be explicitly stated.
27
68
ASOS Plc Annual Report and Accounts 2025
Contents
70 Our Board of Directors
74 Our Management Committee
75 Corporate Governance Report
81 Nomination Committee Report
84 Audit Committee Report
92 Sustainability Committee Report
94 Remuneration Committee Report
97 Directors’ Remuneration Report
109 Directors’ Report
112 Non-financial and sustainability
information statement
113 Statement of Directors’ responsibilities
Governance
Report
69
ASOS Plc Annual Report and Accounts 2025
70
ASOS Plc Annual Report and Accounts 2025
Governance
Jørgen
Lindemann
Chair
Aaron Izzard
Chief Financial Officer
José Antonio Ramos
Calamonte
Chief Executive Officer
Nationality
Danish.
Appointed
Non-executive Director in November 2021
& Chair in August 2022.
Strengths & experience
Jørgen has extensive leadership
experience in digital-focused businesses.
He was previously President and CEO of
Modern Times Group (MTG) from 1994 to
2020. He has also held Board and Chair
positions at companies including Zalando,
Kongregate, DreamHack, Turtle
Entertainment, NOVA Broadcasting
Group, Reach for Change, FTV Prima, CTC
Media Inc, and most recently Miinto, the
Danish-based online fashion marketplace.
Current external appointments
CEO of Viaplay Group.
Nationality
British.
Appointed
July 2025.
Strengths & experience
Aaron has over 20 years of experience in
retail, e-commerce and manufacturing.
Aaron became Chief Financial Officer
of ASOS in July 2025, after joining
the Company in 2017 and serving in
various senior finance roles. Aaron was
previously Director of Group Finance
at ASOS, leading refinancing efforts
and resource allocation strategy, and
before ASOS held senior finance roles
at Argos and Homebase, specialising
in commercial finance, operational
efficiency and financial planning.
Current external appointments
None.
Nationality
Spanish.
Appointed
June 2022.
Strengths & experience
José brings extensive experience in
both online and physical retail, with
expertise in trading, merchandising and
transformation. José became Chief
Executive Officer of ASOS in June 2022,
having joined as Chief Commercial Officer
in January 2021 to lead global product
and trading strategy. Previously, he
was CEO at Salsa Jeans (2019–2021)
and has led commercial strategy for
brands like Esprit, Carrefour Spain,
and Inditex. He holds an MBA from
MIT Sloan School of Management.
Current external appointments
None.
N
Our Board
of Directors
As at 20 November 2025
71
ASOS Plc Annual Report and Accounts 2025
Committee key
A
S
N
R
Audit
Committee
Sustainability
Committee
Nomination
Committee
Remuneration
Committee
Denotes Chair
of Committee
Natasja Laheij
Senior Independent Director
Chair Designate
William Barker
Deputy Chair
Nationality
Dutch.
Appointed
April 2023.
Strengths & experience
Natasja has more than 30 years of
experience in international commercial
and financial management, e-commerce,
tech, consumer electronics, telco and
retail in B2C and B2B environments
through her roles in Deloitte Australia/
New Zealand, Vodafone, Sony Ericsson,
Apple, as CFO of Amazon Fashion
Europe and most recently as Google
CFO EMEA for Platforms and Devices.
Current external appointments
Audit Chair of Vandemoortele.
Nationality
British.
Appointed
Non-executive Director in September 2023
& Deputy Chair in July 2025.
Strengths & experience
William is the founder and CEO of Camelot
Partners, a California-based investment
company, and has extensive retail and
commercial experience in founding and
building digitally enabled businesses.
William is a Co-Founder and Board
Member of Re:Build, an industrial platform
focused on revitalising US manufacturing,
and is Co-Founder and Co-Chairman
of Slate Auto, a radically affordable
electric vehicle company based in
Detroit. William also holds the roles of
Co-Founder and Executive Chairman of
Tapi, Europe’s largest flooring retailer
and Executive Chairman of Synnovia.
Current external appointments
CEO of Camelot Capital Partners LLC,
Executive Chairman of Tapi Carpets &
Floors Limited and Synnovia Limited,
Board Member of Re:Build Manufacturing
LLC and Co-Chairman of Slate Auto.
N
A
N
R
José Manuel
Martínez Gutiérrez
Independent Non-executive
Director
Senior Independent Director Designate
Nationality
Spanish.
Appointed
April 2023.
Strengths & experience
José Manuel has more than 30 years
of experience in the retail and fashion
sectors. He began his career as a strategy
consultant at McKinsey & Co., later rising
to leadership positions in global fashion
companies. José Manuel worked at Inditex
for nine years and held the position
of Group Distribution and Operations
Director. He subsequently served as CEO
and Executive Director of Esprit for six
years. Since 2018, he has been CEO and
Executive Director of Bimba y Lola, and
was also an Independent Non-executive
Director of Ecoalf for five years.
Current external appointments
CEO and Executive Director
of Bimba y Lola.
S
A
R
72
ASOS Plc Annual Report and Accounts 2025
Our Board
of Directors cont.
Wei Gao
Independent Non-executive
Director
Marie Gulin-Merle
Independent Non-executive
Director
Nationality
American.
Appointed
February 2023.
Strengths & experience
Wei is a technology executive with more
than two decades of experience leading
large-scale transformations that drive
innovation, growth and operational
excellence. She brings deep expertise
in AI and machine learning, product
strategy and scalable systems to
deliver measurable business impact.
During her tenure at Amazon, Wei held
multiple leadership roles spanning
global grocery, supply chain, devices
and e-commerce, where she helped
innovate customer experience and
modernise operations through advanced
automation and machine learning.
Current external appointments
Chief Digital and Product Officer at
Re:Build Manufacturing and Board
Member at Phononic.
Nationality
French & American.
Appointed
February 2023.
Strengths & experience
Marie has over 20 years of experience
in marketing and digital transformation
within the technology and fashion sectors.
Before joining Google in 2019, Marie held
the roles of Chief Marketing Officer at
Calvin Klein Inc and Chief Digital Officer
at PVH Corp, its Parent Company. Marie
also spent 17 years at L’Oréal, where
she was Group Chief Marketing Officer
USA and successfully transformed
the company’s marketing functions.
Current external appointments
Global Vice President of Ads Marketing
at Google, Corporate Board Member
at American Advertising Federation
and Advisor to the Marketing Standards
Board of the General Assembly, a
company that focuses on education
and career transformation.
N
S
A
R
S
Christine Cross
Independent Non-executive
Director
Nationality
British.
Appointed
April 2024.
Strengths & experience
Christine brings over 35 years of global
multi-channel retail experience, starting
at Tesco plc where she led own-brand
development and revitalised the clothing
brand as Trading Director. Christine has
held Board positions with numerous listed,
private and PE-backed businesses such as
Next plc, Woolworths plc (Australia), Sonae
plc (Portugal), Zooplus AG (Germany),
and Clipper Logistics plc. Recently, she
chaired Remuneration Committees for
Hilton Food Group plc and Coca-Cola
Europacific Partners plc, and was Board
Advisor to Unilever and River Island.
Current external appointments
Special Advisor at Interpath Advisory.
R
A
Governance
73
ASOS Plc Annual Report and Accounts 2025
Nick Robertson
Founder and Non-executive
Director
Anna Maria Rugarli
Independent Non-executive
Director
Rishi Sharma
General Counsel &
Company Secretary
Nationality
British.
Appointed
Co-founded ASOS.com Limited in 2000,
and served as its Chief Executive Officer
until September 2015.
Strengths & experience
Nick started his career in 1987 at the
advertising agency Young & Rubicam. In
1991, he joined Carat, the UK’s largest
media planning and buying agency. In 1995,
he co-founded Entertainment Marketing
Ltd, a marketing services company. Nick
serves as Chair of the ASOS Foundation,
a registered charity funded by ASOS
that supports young people in the UK
and internationally through long-term
partnerships with established local
charities. In 2011, Nick received an OBE
for his achievements in fashion retailing.
Current external appointments
Non-executive Director of AFCW Plc and
Gandys International Limited.
Nationality
Italian.
Appointed
June 2023.
Strengths & experience
Anna Maria is a seasoned sustainability
and corporate social responsibility
(CSR) expert with over two decades of
experience collaborating with leading
global apparel organisations, including
Nike Inc. and VF Corporation. Anna Maria
specialises in developing innovative
strategies to address significant
environmental and social challenges
faced by the industry, while also providing
comprehensive oversight through the
implementation and roll-out process.
Current external appointments
Vice President of Japan Tobacco
International, Executive Director of Japan
Tobacco International SA and Non-
executive Director at Prada Group.
Nationality
British.
Appointed
September 2025.
Strengths & experience
Rishi has over 20 years’ legal and
commercial experience, having trained
and qualified at Freshfields and then
practised at Skadden, Arps. Rishi was
most recently Group General Counsel
and Company Secretary at Ted Baker
plc and has held a number of senior roles
in the retail and technology sectors
including General Counsel and Company
Secretary at Purplebricks Group plc
and VP, Legal and Secretariat, at
InterContinental Hotels Group plc.
Current external appointments
Non-executive Director of Classic
Motor Events Limited.
Committee key
A
S
N
R
Audit
Committee
Sustainability
Committee
Nomination
Committee
Remuneration
Committee
Denotes Chair
of Committee
S
S
1 Emma Whyte, who was General Counsel & Company throughout FY25, stepped down on 30 September 2025. See page 75 for further information.
74
ASOS Plc Annual Report and Accounts 2025
Management Committee
Anthony Ben Sadoun
Executive Vice President
Digital Product
Chris Smith
Senior Vice President
Supply Chain
Rishi Sharma
General Counsel & Company
Secretary
Ben Blake
Executive Vice President
Customer & Commercial
José Antonio Ramos
Calamonte
Chief Executive Officer
Aaron Izzard
Chief Financial
Officer
Elena Martinez-Ortiz
Executive Vice President
Product
Sean Trend
Managing Director UK & US
Ras Vaghjiani
Executive Vice President
People & Communications
Przemek Czarnecki
Executive Vice President
Technology
Vanessa Spence
Executive Vice President
Brand & Creative
Michelle Wilson
Managing Director Topshop
& Topman
To read the biographies of our Management Committee please visit our website
Our Management
Committee
As at 20 November 2025
Governance
75
ASOS Plc Annual Report and Accounts 2025
Corporate Governance Report
Chair’s
Governance
Letter
We also announced the appointment of
Aaron Izzard who succeeded Dave Murray
as CFO with effect from 1 July 2025, and
the appointment of William Barker as
Deputy Chair with effect from 31 July 2025.
Rishi Sharma was Interim General Counsel
& Company Secretary from May 2024
until May 2025 whilst Emma Whyte,
General Counsel & Company Secretary
was on maternity leave. Post year end
following Emma Whyte’s resignation
with effect from 30 September
2025, Rishi Sharma was appointed as
General Counsel & Company Secretary
with effect from the same date.
It has been a privilege to serve on the
ASOS Board over the last four years,
throughout an incredibly important
period for the business. I have valued
the ASOS Board members and their
insights and oversight during this time,
and I am confident that we have the
right leadership to deliver sustainable,
profitable growth going forward.
Further details of our Board and
Committee composition changes,
including information on the selection
and appointment processes can be
found in the Nomination Committee
Report on pages 81 to 83.
Our purpose and culture
Our purpose is to give customers the
confidence to be whoever they want to
be. This underpins everything we do as
a business, and is supported and guided
by our values and behaviours. The Group
is built on a culture that champions
inclusivity, passion, enthusiasm and
development, so that every ASOSer
can bring their best selves to work. We
recognise the power in our differences
which make us stand out from the crowd.
Dear shareholder,
I am pleased to present the Corporate
Governance Report for the period ended
31 August 2025. This should be read in
conjunction with the compliance report on
page 76, which shows how the Company
has complied with the UK Corporate
Governance Code 2018 (“Code”).
As a Board, we understand that robust
governance practices are fundamental
to the success of the Company for the
benefit of its shareholders and other
stakeholders. Throughout the year, we
have been focused on developing our
governance framework in preparation for
the revised UK Corporate Governance
Code 2024 (“2024 Code”), which will
apply to ASOS from FY26. We will
therefore report against the new 2024
Code in our FY26 Annual Report, save for
Provision 29 of the 2024 Code, which will
be reported against in our FY27 Annual
Report. Further information on how the
Board and its Committees have been
addressing the required changes can be
found within this Corporate Governance
Report and the Board Committees’
Reports within pages 81 to 108.
Board succession
Throughout the period our Board has
continued to review succession planning
and Board composition to ensure we
remain effective in overseeing the delivery
of our strategy. As announced on 31 July
2025, I will step down from the Board and
Natasja Laheij will become Chair with
effect from release of our FY25 results on
21 November 2025. In parallel, José Manuel
Martínez Gutiérrez will be appointed as
Senior Independent Director.
As a Board, we understand the importance
of setting the right tone from the top.
Given the success of our ‘Meet the
Board’ series, we also commenced a
‘Meet our ASOSers’ programme during
FY25, as explained in more detail on
page 43. This enhanced interaction with
our employees gave us more insight
into the culture at ASOS, as well as
offering us the opportunity to delve
deeper into some of the key projects
our ASOSers are working on. This direct
engagement will continue, which will assist
the Board in monitoring how culture is
embedded throughout the business.
Strategy
Throughout our ongoing transformation
journey, the Board maintained active
oversight of the Company’s progress
in achieving its strategic objectives. At
each Board meeting, regular updates
were provided on operational and
commercial matters, complemented
by in-depth reports from Management
Committee members, who presented
deep dives on key topics in rotation.
These comprehensive sessions enabled
the Board to engage directly with Senior
Leaders, fostering focused discussions
and offering constructive feedback
regarding the risks and opportunities
associated with each area.
Further details on the Board’s activities
and principal decisions during the year
can be found on pages 78 to 79.
Thank you
I would like to personally thank our Board
members, the Management Committee
and all our ASOSers for their continued
commitment and support, and I wish
ASOS and all its stakeholders all the best
for the future.
Jørgen Lindemann
Chair
21 November 2025
76
ASOS Plc Annual Report and Accounts 2025
Governance
UK Corporate Governance Code 2018
(“Code”) Compliance
The Board is committed to maintaining the
highest levels of corporate governance to
allow for effective decision making.
Provision 17 of the Code provides that the
majority of members of the Nomination
Committee should be independent
Non-executive Directors. Throughout
the period, our Nomination Committee
comprised of Jørgen Lindemann, who was
Chair of ASOS and was independent upon
appointment, Natasja Laheij, who was
Senior Independent Director throughout
the period, Wei Gao who was and remains
an Independent Non-executive Director
and William Barker, who was a Non-
Independent Non-executive Director
throughout the period until 31 July 2025
when he became Non-independent
Deputy Chair. The Board believes that
the composition of the Nomination
Committee adheres to Provision 17 of
the Code for the period as the Chair is
deemed to continue to be independent.
The Board has applied all principles and complied with all provisions in the Code for the
period ended 31 August 2025. Further information on how the Board has applied the 2018
Code’s principles and provisions can be found as follows:
1 Board Leadership and Company Purpose Pages
A. Effective Board 76 to 80
B. Purpose, values & culture 01, 75, 82
C. Governance framework 53, 76, 93
D. Stakeholder engagement 42 to 45
E. Workforce policies and practices 39 to 41, 43, 110, 112
2. Division of Responsibilities Pages
F. Role of the Chair 76
G. Independence 76
H. External commitments and conflicts of interest 77, 78,82
I. Board resources 77
3. Composition, Succession & Evaluation Pages
J. Appointments to the Board 81 to 82
K. Board skills, experience and knowledge 70 to 73, 81 to 83
L. Annual Board evaluation 80
4. Audit, Risk and Internal Control Pages
M. External Auditor and Internal Auditor 84 to 90
N. Fair, balanced and understandable review 87
O. Internal financial controls and risk management 52 to 60, 89 to 90
5. Remuneration Pages
P. Linking remuneration with purpose and strategy 94 to 99
Q. Remuneration Policy review 102 to 108
R. Performance outcomes in 2025 95, 101
Governance structure
Throughout FY25 and as at the date of this report the Board was composed of an Independent Non-executive Chair, a Non-independent
Deputy Chair, a Chief Executive Officer (CEO) and a Chief Financial Officer (CFO) who are Executive Directors and seven Non-executive
Directors, six of whom are considered to be independent. Nick Robertson, Founder and Non-executive Director, is not considered to be
independent under the Code due to his former role as CEO of the Company. William Barker, Deputy Chair, is not considered to be
independent under the Code due to his relationship with Camelot Capital Partners LLC, which is a significant shareholder of the
Company. The Board has delegated specific responsibilities to the Board Committees: Audit, Nomination, Remuneration and
Sustainability. The duties of each Committee are set out in the Committee Terms of Reference, which are available on our website at
asosplc.com. Details of each of the Committees activities during the period are set out in the Committee Reports on pages 81 to 108.
Our governance structure throughout FY25 is set out below.
Plc Board
Collectively responsible for the long-term sustainable success of the Group by ensuring that
ASOS is managed for the long-term benefit of all shareholders and stakeholders
Division of Responsibilities
Our Board is comprised of the Chair, Deputy Chair, Chief Executive Officer, Chief Financial Officer, Senior Independent Director and Non-executive Directors.
More information on the division of responsibilities for the Board is available on our website.
Disclosure Committee
Responsible for assisting the Board in discharging obligations under
the Market Abuse Regulations and Listing Rules with regard to the
management and disclosure of inside information, corporate disclosures
or any other material information as per the regulatory framework.
Management Committee
The Board delegates responsibility for the day-to-day management of the
Group to the Management Committee. Led by the CEO, the Management
Committee is collectively responsible for developing and implementing the
strategy, operational plans and budgets.
Audit Committee
See page 84 for the Nomination
Committee’s activities
Nomination Committee
See page 81 for the Audit
Committee’s activities
Sustainability Committee
See page 92 for the Remuneration
Committee’s activities
Remuneration Committee
See page 94 for the Sustainability
Committee’s activities
77
ASOS Plc Annual Report and Accounts 2025
How the Board operates
Board Meetings
The table below outlines attendance at all scheduled Board and Committee meetings held during the financial period ending 31 August
2025. Directors are expected to attend all Board and relevant Committee meetings. However, due to pre-existing commitments, some
Directors were unable to attend all meetings, as noted in the table below.
Board meetings are typically scheduled at least one year in advance, although ad hoc meetings may be convened on short notice due to
urgent matters. Board papers are distributed to Board members well in advance of each meeting, allowing those unable to attend to
review and comment on the matters to be discussed. Any Board member unable to attend a meeting receives a comprehensive
briefing from the Chair.
In collaboration with the Company Secretarial team, forward-looking agendas are prepared for the Board and its Committees to
support the timely discharge of their responsibilities and duties throughout the year. The Chair meets with the CEO, CFO, and
Company Secretary in advance of each Board meeting to agree on the agenda and papers.
Board meetings Committee meetings Strategy Day
Audit Remuneration Nomination Sustainability
Eligible
to
attend Attended
Eligible
to
attend Attended
Eligible
to
attend Attended
Eligible
to
attend Attended
Eligible
to
attend Attended
Eligible
to
attend Attended
José Antonio
Ramos
Calamonte
6 6/6 – – – – – – – – 1 1/1
Aaron Izzard 1 1/1 – – – – – – – – – –
Dave Murray 5 5/5 – – – – – – – – 1 1/1
William Barker 6 6/6 – – – – 2 2/2 – – 1 1/1
Christine
Cross
6 6/6 4 4/4 5 5/5 _ _ _ _ 1 1/1
Wei Gao 6 6/6 4 4/4 – – 2 2/2 2 2/2 1 1/1
Marie
Gulin-Merle
6 6/6 – – 5 5/5 – – 2 2/2 1 0/1
Natasja Laheij 6 6/6 4 4/4 5 5/5 2 2/2 – – 1 1/1
Jørgen
Lindemann
6 6/6 – – – – 2 2/2 – – 1 1/1
José Manuel
Martínez
Gutiérrez
6 6/6 4 4/4 5 5/5 – – 2 2/2 1 1/1
Nick
Robertson
6 6/6 – – – – – – 2 2/2 1 1/1
Anna Maria
Rugarli
6 6/6 – – – – – – 2 2/2 1 1/1
1 Aaron Izzard was appointed to the Board as Chief Financial Officer on 1 July 2025.
2 Dave Murray stepped down from the Board on 30 June 2025.
3 Marie Gulin-Merle was unable to attend the Strategy Day due to pre-existing commitments. She received a comprehensive briefing from the Chair following the meeting.
All matters requiring Board and/or Committee approval are subject to constructive scrutiny, with decisions made democratically after
thorough discussion. Actions resulting from Board and Committee meetings are documented and subsequently addressed by the
responsible person.
Any concerns raised by a Director are recorded in the meeting minutes. If any Director were to resign having previously expressed
concerns about the business, the Chair would engage with the resigning Director to ensure the Board receives appropriate feedback
regarding those concerns in the form of a letter addressed to the Chair.
Throughout the year, the Chair periodically meets with the Non-executive Directors without the Executive Directors present.
Individual Directors are also entitled to take independent legal and financial advice at the Group’s expense, where applicable, to support
the performance and discharge of their duties as Directors. Directors are updated on the Group’s business areas and the regulatory and
industry-specific environments in which they operate through written briefings and meetings with Senior Leaders and, where appropriate,
external parties. Appropriate training is also available to all Directors to develop their knowledge and ensure they stay up to date on
matters for which they are responsible as Board members. Directors’ and Officers’ liability insurance is maintained for all Directors.
All Directors have access to the General Counsel & Company Secretary, who ensures compliance with all Board procedures and
governance requirements. The appointment and removal of the Company Secretary is a matter reserved for the Board as a whole.
External appointments and time commitments
The Nomination Committee has primary responsibility for monitoring the time commitments of Directors to ensure that each
Non-executive Director has sufficient time to effectively discharge their duties. Any new external appointments of Directors
remain the responsibility of the Board to approve.
Succession planning
Succession planning for Directors and Senior Leaders is reviewed in detail at the Nomination Committee, considering Company
needs and required skills. Succession plans are then shared with the wider Board. Further details are available in the Nomination
Committee Report on pages 81 to 83.
78
ASOS Plc Annual Report and Accounts 2025
Governance
Risk management and internal controls
The Board retains ultimate responsibility for setting the Group’s risk appetite and defining the nature and extent of significant risks that
the Group is prepared to undertake in pursuit of its strategic objectives. The Board also ensures that robust risk management and
internal control frameworks are established and maintained. During this period, the Board undertook a thorough and systematic review
of both emerging and Principal risks facing the Group. Climate change risks and opportunities continue to be monitored as one of our
Principal risks. See pages 52 to 60 and pages 89 to 90 for additional information on how we manage our risks.
Conflicts of interest
Each Director is required to declare any potential conflict of interest before their appointment and on an ongoing basis. We maintain
procedures to monitor and address any potential or actual conflicts of interest that may affect judgement. A Director is not included in
discussions where a conflict of interest may arise. If approval is needed for a conflict, this is formally recorded along with the rationale
behind the decision, and relevant records are maintained.
Board Activities
In addition to the principal decisions by the Board set out on page 79, the main Board activities throughout the year are set out below.
The Board recognises the importance of incorporating the views of its key stakeholders into its discussions and decision-making process,
as well as promoting the long-term success of the Company, so this forms a key part of all Board discussions.
Strategy  Received updates and provided guidance on implementation of the Group’s strategy.
 Considered strategic matters at a dedicated Board and Management Committee Strategy Day.
 Reviewed and approved our revised FWI strategy.
 Approved strategic initiatives.
Financial and
operational
performance
 Received detailed and transparent updates from the CEO and CFO at each scheduled meeting.
 Reviewed performance against the Group’s KPIs and strategic initiatives.
 Held deep-dive sessions on key topics with relevant Management Committee members.
 Monitored and discussed financial performance against budgets and forecasts at each scheduled meeting.
 Reviewed and approved the Group’s full and half-year results and the Annual Report and Accounts.
 Reviewed and approved the Group budget.
 Reviewed and approved the Company’s Tax Strategy.
 Approved the appointment of KPMG as FY27 Auditors, subject to shareholder approval at the FY26 AGM, following
a formal Audit tender process (see page 88).
People and
culture
 Reviewed periodic leadership updates including key actions for succession planning for senior executives and
leaders within the Group.
 Received an overview of the results of the ASOS Your Voice Matters employee engagement survey and received
periodic updates on employee matters and their feedback to monitor the Company’s culture.
 Monitored progress against diversity initiatives and targets.
 Approved our Gender and Ethnicity Pay Gap report.
Board and
Committee
matters
 Resolved to appoint Aaron Izzard as Executive Director and CFO.
 Resolved that existing Non-executive Director William Barker be appointed as Deputy Chair.
 Resolved to appoint Natasja Laheij as Chair and José Manuel Martínez Gutiérrez as Senior Independent Director
with effect from release of the Company’s FY25 full year results.
Governance
and risk
 Received updates from the General Counsel & Company Secretary regarding legal, governance and compliance
matters at each meeting.
 Reviewed Committees’ Terms of Reference and the Matters Reserved for the Board and approved changes where
appropriate.
 Reviewed and approved the Company’s Modern Slavery Statement.
 Received updates from Committee Chairs following each Committee meeting.
 Reviewed the risk management and internal controls framework.
 Approved the Group’s risk appetite and the Group’s Principal risks.
 Reviewed compliance updates relating to cyber security, data privacy and other compliance matters.
Markets  Reviewed reports from the Investor Relations team containing market updates and shareholder feedback.
 Assessed performance relative to peers.
 Received briefings from the Company’s brokers and lawyers.
Fashion with
Integrity (FWI)
 Monitored progress against our FWI strategy goals and targets.
 Received training on the evolving ESG regulatory landscape.
Other  Received updates on the ASOS Foundation.
79
ASOS Plc Annual Report and Accounts 2025
Principal decisions and s.172 statement
The table below sets out the key topics the Board discussed and debated during the period and identified how the Board
considered its stakeholders and their priorities during their discussions and decision making.
Matter Considered Deliberations
Stakeholders
considered
Atlanta Fulfilment
Centre
In January 2025, the Board approved a proposal to wind down operations at the
Atlanta warehouse (see pages 12 and 133 for further details) in H2 FY25 to create
further efficiencies to our distribution network. This has enabled us to optimise our US
operating model, better serving customers through significantly improved product
availability from our UK fulfilment centre, as well as generating £10-20m of annualised
cost savings. These combined actions represent an enormous effort across our
business to successfully reset the essential foundations of our business.
 ASOSers
 Customers
 Partner brands
 Shareholders
 Suppliers
 Communities
Topshop Topman
(TSTM) joint venture
In September 2024, the Board approved the binding agreement with Heartland A/S to
form a new joint venture (JV) to purchase the intellectual property of the TSTM brands,
as announced on 5 September 2024. The sale of the TSTM brands to the JV completed
on 9 October 2024.
The Board deliberated the deal and unanimously agreed that the TSTM JV entered into
was in the best interest of ASOS shareholders as a whole, as well as customers, and
ASOSers, for a number of reasons, including: the transaction ensured that ASOS
customers continue to benefit from access to TSTM products, alongside ASOS’
own-brand and partner brand portfolio; the sale of a 75% stake in the TSTM brands
aligns with ASOS’ renewed focus on allocating capital more efficiently, thereby
accelerating its core strategy; the new JV brought the opportunity to expand TSTM’s
customer reach; and the sale proceeds significantly strengthened ASOS’ balance
sheet, whilst retaining a stake in the TSTM brands (through the JV) ensuring that ASOS
can participate in the future growth potential of Topshop and Topman.
By virtue of Heartland A/S’ indirect shareholding in ASOS, the Board was advised by
J.P. Morgan Cazenove, acting in its capacity as sponsor in relation to the related party
transaction, to consider that the transaction was fair and reasonable as far as ASOS’
shareholders are concerned.
 ASOSers
 Customers
 Partner brands
 Shareholders
 Suppliers
Refinancing In September 2024, the Board approved the completion of a refinancing programme of
ASOS’ convertible bonds and Bantry Bay facilities.
The refinancing comprised three elements: (i) £253m convertible bonds due 2028, fully
funded by an exchange from the convertible bonds due 2026; (ii) £173.4m of the
Convertible Bonds due 2026 were accepted for repurchase (at a discount to par), and
(iii) ASOS amended and extended its existing facilities agreement with Bantry Bay
Capital to May 2027 with an option for a 12-month extension. Further information is
included within note 20 of the financial statements.
The Board agreed that the new capital structure would strengthen ASOS’ balance
sheet and improve its financial flexibility. The Board considered its stakeholder groups
when approving the refinancing and concluded it was in the best interests of the
Company and would promote the success of the Company for the benefit of its
stakeholders over the long term.
 ASOSers
 Customers
 Partner brands
 Shareholders
 Suppliers
s.172(1) statement
The Directors continue to ensure they act
in a way which is in good faith and most
likely to promote the success of the
Group over the long term for the benefit
of shareholders, and in doing so, also
having regard for the Group’s key
stakeholders and other matters set out in
section 172(1)(a) to (f) of the Companies
Act 2006, being:
 the likely consequences of any decision
in the long term;
 the interests of the Group’s employees;
 the need to foster the Group’s business
relationships with suppliers, customers
and others;
 the impact of the Group’s operations
on the community and the environment;
 the desirability of the Group
maintaining a reputation for high
standards of business conduct; and
 the need to act fairly as between
members of the Company.
The Board is accountable to its
stakeholders and understands the
importance of incorporating stakeholder
considerations into the Board discussions
and decision making.
The Directors have identified the
Group’s key stakeholders to be
our customers, ASOSers, partner
brands, shareholders, suppliers and
communities. Each stakeholder group
has their own individual priorities,
of which the Directors are aware
and have regard to. These priorities
are considered, where appropriate,
in the Board’s decision making.
This is not only the right thing to do but
is also vital in achieving the Group’s
long-term objectives.
80
ASOS Plc Annual Report and Accounts 2025
Governance
Board and Committees’ performance review
The Board acknowledges that conducting regular assessments of the Board and its Committees presents valuable opportunities for
reflection on its activities, decision making and individual contributions.
Last year we reported that we concluded an externally facilitated evaluation of the Board and its Committees in FY24, undertaken by
Mr Chris Saul of Christopher Saul Associates. Of the four primary recommendations, there were ongoing actions for two
recommendations. Progress made against those recommendations throughout FY25 is set out below.
Recommendations Progress in FY25
It was suggested to narrow the
number of agenda items to be
considered at Board meetings
and instead do more deep dives
into strategic topics.
Board agendas included fewer topics, with more deep dives into relevant financial and operational
areas, where appropriate around the Board calendar cycle. Management presentations were also
held outside of formal Board meetings for Senior Leaders to present their respective areas and/or
showcase new innovations to the Board.
Subject to timing and logistical
constraints, the new Non-
executive Directors were
encouraged to spend more time
in the business to get more
hands-on experience of
operations.
Non-executive Directors often meet with Senior Leaders within teams relevant to their industry or
sector expertise to share their knowledge and provide guidance. In addition to the management
presentations, we commenced our ‘Meet the ASOSers’ initiative whereby our Board met with
selected teams throughout the business. This series offers ASOSers of all career levels the
opportunity to demonstrate their day-to-day role to the Board, which enhances the Directors’
understanding of intricate areas of operations within the business and enables the Board to meet a
range of ASOSers to get a deeper sense of Company culture.
FY25 internal Board evaluation
In accordance with the usual Board evaluation cycle, with externally facilitated evaluations every three years, in FY25 an internal
evaluation was led by the Chair, supported by the Company Secretary and the Senior Independent Director (SID).
The SID typically meets with Directors to assess the Chair’s performance as part of the Board evaluation towards year end. As announced
on 31 July 2025, Natasja Laheij, who has served as the Company’s SID since 7 February 2024, will become Chair upon release of the
Company’s FY25 results when Jørgen Lindemann steps down. As such, Natasja Laheij met with Directors individually not only to review the
performance of the Chair throughout the period, but also to discuss potential focus areas for her forthcoming tenure as Chair.
Internal Board evaluation process
1. Questionnaires
Questions for the Board and the Audit, Nomination, Remuneration and Sustainability Committees were agreed. Questionnaires were
circulated to Directors as appropriate for each Committee.
2. 1:1 Interviews
The questionnaire feedback was collated and shared with the SID, who then held 1:1 meetings with each of the Directors.
3. Analysis
The questionnaire responses and individuals’ feedback were combined with suggested actions.
4. Feedback
A feedback session was held to discuss the review, and focus areas were agreed for FY26.
Overview of key findings
The Board considers itself as well structured, with good relationships between the Executives, the Non-executives, the Chair and Deputy
Chair. A key strength of the Board is regarded to be its considerable diversity as well as a broad range of knowledge and experience.
There are good Board dynamics with constructive discussions and open debate.
The Chair was consistently recognised for maintaining a high standard in his role, delivering his responsibilities effectively. His approach
during meetings was characterised by openness and effective communication, ensuring all participants had an opportunity to contribute.
The incoming Chair intends to uphold these practices moving forward.
Whilst Board agendas have been streamlined for FY25, it was agreed that meetings should be scheduled to ensure adequate time is
allocated for all topics. As such, certain meetings will be extended where appropriate around the annual Board and Committee cycle.
Board materials will also be further refined for consistency.
Key focus areas for the Board for FY26 will be:
1. Continued oversight of the execution of the Company’s strategy through its governance framework.
2. Re-engaging the customer with a better understanding of customer insights and behaviours, aided by Ben Blake, Executive Vice
President – Customer & Commercial who joined ASOS in September 2025.
3. How AI and technology can be further leveraged throughout the business.
Training on new developments in AI and technology will be arranged for the Board. Further training will be arranged to ensure the Board is
kept up to date with evolving regulatory requirements and best practice.
All Committees were thought to be well constructed and well run. The priorities for each of the Board’s Committees for FY26 are detailed
within the Governance section on pages 81 to 108.
81
ASOS Plc Annual Report and Accounts 2025
Nomination Committee
Report
Jørgen Lindemann
Committee Chair
Members
William Barker
Wei Gao
Natasja Laheij
Terms of Reference
The full Terms of Reference for the
Nomination Committee are available
on our website, asosplc.com.
Read more detail on the
Nomination Committee’s
attendance at meetings
See table on page 77.
Committee responsibilities
The Committee’s principal
responsibilities are to:
 Monitor the structure, size and
composition of the Board and its
Committees.
 Identify the balance of skills,
knowledge, diversity and experience
on the Board and recommend new
Board and/or Committee members
to the Board as appropriate.
 Review the time commitment and
independence of the Non-executive
Directors, including potential
conflicts of interest.
 Oversee talent and succession plans
for Senior Leaders.
 Ensure that an appropriate and
tailored induction is undertaken by
all new Board members.
 Review the results of the Board
evaluation process.
 Review the Company’s policy on
Diversity, Equity & Inclusion, its
objectives and linkage to Company
strategy.
 Review employee engagement
survey results and monitor
management’s action plan in
response to surveys.
 Review the Company’s recruitment
and talent management and
consider how these drive the desired
ASOS behaviours and values.
Dear shareholder,
I am pleased to present the Nomination
Committee (“Committee”) Report for
the year ended 31 August 2025. This
report should be read in conjunction
with the compliance report on page
76, which shows how the Company
has complied with the UK Corporate
Governance Code 2018 (the “Code”).
Board composition and
succession planning
The Committee is responsible for Board
succession planning to ensure the orderly
succession of Directors, should a vacancy
arise. Dave Murray stepped down from the
Board as CFO and Executive Director on
30 June 2025. On behalf of the Board, I
would like to thank Dave for his hard work
and contribution to ASOS and we wish him
the very best for the future.
Aaron Izzard, who served as Finance
Director of the Company in recent years,
had been identified as the prospective
successor to the CFO position, should a
vacancy arise. After careful consideration,
the Committee determined that Aaron
Izzard possesses the requisite financial
expertise and leadership capabilities to
support ASOS in pursuing its strategic
objectives and recommended his
appointment as CFO and Executive
Director to the Board. Accordingly,
Aaron Izzard joined the Board as CFO
and Executive Director on 1 July 2025.
As announced on 31 July 2025, I will
step down as Chair upon release of the
Company’s FY25 results. Natasja Laheij,
the Company’s Senior Independent
Director (SID), was identified as the
natural successor as Chair. Natasja
joined the Board as Independent
Non-executive Director, Chair of the
Audit Committee and member of the
Remuneration Committee on 11 April 2023
and was subsequently appointed as Senior
Independent Director and member of the
Nomination Committee on 7 February
2024. The Committee determined that
Natasja’s knowledge of ASOS and her
governance experience through her SID
and Committee roles make her an ideal
candidate to lead the Board as Chair.
Nomination Committee Report
82
ASOS Plc Annual Report and Accounts 2025
Nomination Committee Report cont.
In conjunction with the Chair’s succession,
the Committee agreed that the SID
role should be undertaken by an existing
Independent Non-executive Director
who has knowledge of the Company, the
Board and its Committees. Following a
review of the Board’s composition and
diversity, the Committee recommended
that José Manuel Martínez Gutiérrez,
who joined the ASOS Board as an
Independent Non-executive Director
in April 2023 and serves on the Audit,
Remuneration and Sustainability
Committees, be appointed as SID.
In accordance with the Code, I did not chair
the Committee meeting regarding the
selection of my successor; Wei Gao was
appointed as Chair of this meeting and
Natasja Laheij recused herself and was not
present. The Committee recommended
that Natasja Laheij be appointed as
Chair of the Company and for José
Manuel Martínez Gutiérrez to assume the
role of SID following the release of the
Company’s FY25 results, when I step down
as Chair. The recommendations were
subsequently approved by the Board.
Whilst assessing the Board’s composition,
the Committee also recommended
the appointment of William Barker as
Deputy Chair of the Company, which
became effective on 31 July 2025
following Board approval. This newly
created Deputy Chair role is designed to
support the Chair and the Management
Committee on strategy, culture and
operational initiatives as required.
The Committee conducts an annual review
of the Board’s composition to ensure it
possesses the requisite knowledge and
expertise to effectively lead the business.
This process includes assessing the
collective skills and experience of Board
members, evaluating the diversity within
the Board, and reviewing the tenure
of each member. The Committee also
examines membership across the Board’s
Committees to confirm they remain
balanced and fit for purpose. Following
review, the Committee determined that no
changes were necessary during the period.
Natasja Laheij will step down from
the role of Audit Committee Chair
following her appointment as ASOS
Chair. In August 2025, the Committee
agreed a role description and began
a search for a new Independent Non-
executive Director to chair the Audit
Committee. H.I.E.C. Executive Consulting,
an independent executive search
consultancy without any affiliation to
ASOS or its Directors, was engaged to
assist with the recruitment process.
The composition of the Committees
will also be reviewed in due course
following the above changes.
Time commitment
The Committee conducts an annual review
of the time commitments of Non-executive
Directors, considering both the quantity
and type of external appointments held.
Following review, the Committee was
satisfied that all Non-executive Directors
have the requisite time to carry out their
role and fiduciary duties as Directors and
determined that the number of external
appointments held by each Director is
appropriate. None of the Directors are
considered to be over-boarded.
Conflicts of interest
The Committee was also satisfied there
were no conflicts of interest arising from
the Directors’ external commitments
which could affect their independence and
judgement as Directors, aside from the
known potential conflict of interest arising
from William Barker’s role as founder and
CEO of Camelot Capital Partners LLC,
which would be managed accordingly
if and when any conflict may arise.
Board and Committees’
performance review
Following the conclusion of an externally
facilitated Board and Committees’
performance review process in FY24,
the FY25 internal Board review was
led by the Chair in conjunction with
the Company Secretary and the
Senior Independent Director.
Overall, the Nomination Committee was
thought to be well constructed and well
run. Following feedback, consideration
is being given as to whether meetings
should be extended to ensure all topics
can be adequately addressed. A key
priority for the forthcoming year will
be succession planning at Board and
Management Committee level, given the
leadership changes over recent months.
Full details of our Board and Committees’
performance review process are on
page 80.
Senior Leaders’ succession planning
As we remain committed to achieving
sustainable and profitable growth, it is
critical to ensure that we have the right
leadership in place. The Committee
oversees succession planning for
Senior Leaders and recognises the
importance of cultivating a wide-
ranging and inclusive talent pipeline to
successfully implement our strategy.
During the year, the Committee reviewed
succession plans for Management
Committee members and other Senior
Leaders as needed to ensure the Company
has the leadership required to execute the
Company’s strategy.
In January 2025, Chris Smith succeeded
Christoph Stark as Senior Vice President
of Supply Chain, and Przemek Czarnecki
was appointed as Executive Vice President
– Technology at ASOS. Post year-end, Ben
Blake joined as Executive Vice President,
Customer & Commercial and Rishi Sharma
succeeded Emma Whyte as General
Counsel & Company Secretary.
Talent management and culture
The progression of a diverse pool of high-
performing talent is crucial so that we can
develop future Senior Leaders within the
business, therefore this is a continued area
of focus for us. The Committee reviewed
ASOS’ approach to talent management
and culture and discussed how ASOS’
talent practices and goals drive the
desired ASOS values and behaviours.
In parallel, management provided an
update on the new tools and initiatives
being rolled-out across the business
aimed at driving and embedding
a high-performance culture.
Employee survey feedback
Engaged ASOSers are essential to drive
a high performance culture and ASOS is
committed to seeking employee feedback
to boost engagement and performance.
Our engagement survey platform was
upgraded during the period and we
launched our new ‘Your Voice Matters’
(YVM) survey in June 2025. The new
platform enables the Company to
better utilise technology and data
outputs to capture and analyse
feedback, thus supporting a culture
of continuous listening and action.
Management presented the YVM
feedback to the Committee in our final
meeting of the year. We were pleased
to see continued strong engagement
with our survey, which received a
77% response rate, and we monitor
progress against the agreed actions
as part of our annual agenda.
83
ASOS Plc Annual Report and Accounts 2025
Diversity, Equity & Inclusion (DEI)
Our approach to Board diversity sets the
tone for DEI across the business.
Throughout the period and as at the date
of this report, we met the external targets
set by the FTSE Women Leaders Review,
the Financial Conduct Authority and the
Parker Review.
Board Diversity Policy
We believe that a diverse Board, with
a broad range of skills, backgrounds,
knowledge and experience, is essential
to maintaining Board effectiveness
and competitive advantage. When
making new appointments to the Board,
suitably qualified applicants from a
diverse pool will be considered with no
restrictions on protected characteristics.
All appointments are made on merit,
taking into account suitability for the
role, together with the composition and
balance of the Board, to ensure that the
Board and its Committees have the right
mix of skills, experience, independence
and knowledge to perform effectively.
The Board supports the recommendations
set out by the FTSE Women Leaders
Review and the Financial Conduct
Authority on gender diversity and
the Parker Review on ethnic diversity
and endeavours to maintain a
diverse and balanced Board.
Senior Management
Gender balance
Board
Ethnicity balance
Board
Senior Leadership
45%
55%
65%
35%
47%
53%
91%
9%
75%
5%
20%
79%
4%
17%
Senior Management Senior Leadership
Female
Male
White Ethnically diverse Unspecified
1. Defined as the Management Committee and their reports across 121 roles in accordance with the UK Corporate Governance Code 2018.
2. Defined as “Head of” and above positions across 200 roles.
When considering the composition of
the Board’s Committees, consideration
is given to the diversity within each
Committee in addition to assessing the
balance of skills and experience to leverage
different insights and perspectives.
This benefits decision-making within the
Committees and the Board as a whole
and will, in turn, benefit the Company’s
shareholders and other stakeholders.
Our internal DEI strategy
By focusing on DEI across our existing and
potential talent, we can be better prepared
for succession planning to ensure we have
diverse representation throughout our
talent pool who can be promoted into
Senior Leader positions in the future. Our
internal DEI strategy has three pillars and is
summarised below:
1. Diversity: Attracting and retaining
diverse talent. This pillar encompasses
two Fashion with Integrity (FWI) targets.
2. Equity: Ensuring our pay philosophy,
benefits, policies and procedures are
set up to support ASOSers fairly
and equally.
3. Inclusion: Respecting, understanding,
learning from and celebrating each
other, in the spirit of fostering a
connected and psychologically
safe workplace.
As at our financial period end of 31 August 2025, the gender and ethnicity balance across our Board and Senior Leaders’ roles was:
Internally, we define our Senior Leaders as
those holding “Head of” roles and above
(“Senior Leaders”), but we are conscious that
the Code defines Senior Management as
the first layer of management below Board
level, which in our case is the Management
Committee, and their direct reports. For
transparency, we are reporting both metrics.
We are pleased to see improved gender
diversity this year. Under the Code
definition, which covers 121 roles, we have
65% female representation across our
Senior Management. However, when using
our broader internal Senior Leaders
metric, which covers our top 200 leaders,
we have 47% female representation,
which has increased from 41% last year.
We have also exceeded our Fashion
with Integrity target of reaching 15%
ethnically diverse Senior Leaders by
2030. We will continue to review ASOS’
DEI strategy and will monitor progress
against its objectives to maintain a
diverse workforce in every sense.
New Leadership
Natasja Laheij will be appointed as Chair
and will serve as Committee Chair with
effect from 21 November 2025 when I
step down from the Board and I wish the
Company all the best for the future.
Jørgen Lindemann
Nomination Committee Chair
21 November 2025
For further DEI information and data on gender and ethnicity at ASOS with enhanced data categories, see page 41 of the Our people
section. The data required by UK Listing Rule 6.6.6 for the Board of Directors and executive management as at 31 August 2025, is set
out on page 111.
Management Committee
46%
54%
69%
31%
Management Committee
84
ASOS Plc Annual Report and Accounts 2025
Audit Committee
Report
Natasja Laheij
Committee Chair
Members
Christine Cross
Wei Gao
José Manuel Martínez Gutiérrez
Terms of Reference
The full Terms of Reference for
the Audit Committee are available
on our website, asosplc.com.
Read more detail on
the Audit Committee’s
attendance at meetings
See table on page 77.
Committee responsibilities
The Committee’s principal
responsibilities are to:
 Monitor the integrity of the Group’s
financial statements in relation to the
Group’s financial performance.
 Provide advice to the Board on whether
the Annual Report is fair, balanced and
understandable.
 Review the Group’s accounting policies
and significant estimates and
judgements.
 Review the effectiveness of the external
audit processes, including monitoring
External Auditor independence, and
report external audit findings to the
Board.
 Monitor and review the effectiveness of
the Internal Audit function.
 Review the effectiveness of the Group’s
internal controls, including the process
for the evaluation, assessment and
management of risk.
 Oversee the Group’s whistleblowing,
compliance, security and fraud
prevention procedures.
Dear shareholder,
I am pleased to present the Audit
Committee (“Committee”) Report for the
year ended 31 August 2025. This report
should be read in conjunction with the
compliance report on page 76, which
shows how the Company has complied with
the UK Corporate Governance Code (the
“Code”) 2018.
In next year’s Annual Report we will
commence reporting against the 2024
Code excluding Provision 29 of the 2024
Code, which will be reported against in
our FY27 Annual Report. Throughout the
period, we continued to receive periodic
updates on how the Group is preparing
for the new 2024 Code requirements.
We also concluded a formal external
audit tender process, which resulted
in the recommendation to appoint
KPMG as External Auditor with effect
from FY27, which was endorsed by
the Board. Further details of the full
process are set out on page 88.
The Board is confident that I possess the
necessary recent and relevant financial
expertise to have served as Chair of the
Committee, and affirms that each
member of the Committee has the
relevant experience and competence
pertinent to the Company’s sector.
On behalf of the Committee, I wish to
express our appreciation to Dave Murray
for his service as Chief Financial Officer
(CFO) until 30 June 2025. We welcomed
the appointment of Aaron Izzard as
CFO effective 1 July 2025, and the
Committee looks forward to collaborating
with him more closely going forward.
This will be my final Audit Committee
Report as I am delighted to be stepping
into the role of Chair of the Company
upon release of our FY25 results. A
search for a new Independent Non-
executive Director who can lead the
Committee commenced in August
2025 and we will update shareholders
on the appointment in due course.
Natasja Laheij
Audit Committee Chair
21 November 2025
Audit Committee Report
85
ASOS Plc Annual Report and Accounts 2025
The Committee’s principal activities during the year included:
Financial reporting Integrity of the financial statements and formal announcements
 Reviewed the Annual Report, and supporting information, and concluded that the Annual Report was
fair, balanced and understandable as detailed below.
 Reviewed the full and half-year results announcements.
Significant financial and reporting matters
 Scrutinised key accounting judgements and estimates applied in the preparation of the Group’s
financial results. These included inventory provisioning, management’s assessment of items to be
excluded from adjusted profit before tax, and the assumptions/judgements included within
management’s going concern, viability, impairment and deferred tax recoverability reviews.
More information can be found in Significant financial reporting matters and judgements on
page 87.
Assumptions in support of going concern and viability assessments
 Considered the viability and going concern statements and their underlying assumptions.
 Evaluated going concern over an 18-month period, which included a review of financial plans and
assumptions, access to financing and the challenging economic environment and the adaptability of
financial plans.
 Considered the appropriateness of a three-year viability assessment period after modelling the
impact of certain scenarios arising from the Group’s Principal risks.
More information can be found in the Long-term viability statement on pages 61 to 62, the Going
Concern statement on page 129, and the Significant financial reporting matters and judgements on
page 87.
External Audit  Reviewed and agreed the scope of the external audit process prior to commencing the FY25 audit.
 Considered the External Auditor’s reports on the full-year and half-year results.
 Appraised the effectiveness and performance, independence and objectivity of our External Auditor.
 Considered the external audit fees and terms of engagement.
 Reviewed the Non-Audit Services Policy and approved all non-audit services provided by the External
Auditor.
 Conducted a formal and competitive External Auditor tender process in accordance with Minimum
Standard requirements.
Risk and internal controls  Reviewed and provided oversight of the Group’s risk management processes including those for
identifying the Group’s Principal and emerging risks and ensuring that effective controls, processes,
assessments and mitigations were maintained.
 Monitored the Group’s Principal risk and new Group risk registers and approved our updated Principal
Risk disclosures set out on pages 56 to 60.
 Reviewed any movements in Principal risks, including those indicated through work to capture our
Group risks in H2 FY25 and bi-annual reviews of functional risk registers.
 Reviewed the Group’s risk appetites including any proposed changes and recommended them for
approval to the Board.
 Approved the Group’s Enterprise Risk Management Policy setting out accountability and responsibility
for the oversight and management of risks between the Board Committee and Senior Leaders.
 Monitored progress with ASOS Controls Programme (ACP) activities developing ASOS’ control
framework to ensure readiness for the new Code provisions for internal controls and the new failure
to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2003.
 Received updates on enhancements to the Group’s financial controls.
 Received an update on the Group’s business continuity activities.
 Received regular updates from the Chief Information Security Officer on cyber security controls,
activities and incidents including security KPIs.
 Received an update from the Data Protection Officer on the Group’s data protection activities to
ensure compliance with GDPR and other related data privacy laws.
 Received an update on the risk landscape and risk mitigating activities for other compliance
matters including Anti-Bribery & Corruption, Sanctions, Anti-Fraud, Anti-Money Laundering and
Third-Party Risk Management.
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Audit Committee Report cont.
Internal Audit  Monitored and reviewed the effectiveness and independence of the Internal Audit team.
 Reviewed findings from internal audits and monitored the implementation of management’s
remediation actions.
 Reviewed the Internal Audit team’s strategy and operating model.
 Approved the Internal Audit team’s Charter including its defined purpose and authority within the Group.
 Reviewed and approved the FY26 Internal Audit plan and team resourcing based on assessment of the
Group’s key financial, operational and compliance risks, and strategic aims.
 Reviewed and approved changes to the Internal Audit plan and broader strategy to ensure this
remained aligned to movements and maturity of the Group’s control environment, the Group’s risk
profile and priorities under our transformation agenda.
Other matters  Received updates on tax matters and approved the Group’s Tax Strategy.
 Reviewed and approved the Group’s Treasury Policy.
 Reviewed the Group’s Whistleblowing Policy and escalation matrix and received updates
on whistleblowing matters.
 Received updates on compliance including the implementation of the Group’s Gifts
& Hospitality Policy.
 Received updates from the CFO on other finance matters.
 Received updates on current or threatened material litigation.
 Received internal updates regarding the requirements of the new 2024 Code and the Financial
Reporting Council’s (FRC’s) Minimum Standard for Audit Committees.
 Reviewed the Committee’s Terms of Reference and recommended updates to the Board for approval.
Committee activities
The Committee convened four times
during the year, which aligns with its
regular meeting schedule. Details
regarding member attendance are
provided on page 77. Agendas are
developed based on an annual forward-
looking agenda, prepared with input
from the CFO and Company Secretarial
team, to ensure that the Committee’s
responsibilities are addressed in
accordance with the Group’s financial
reporting cycle. After each meeting, the
Committee Chair provides the Board
with a summary of the main discussion
points, together with any necessary
recommendations as and when required.
Although not members of the Committee,
the Board Chair, CEO, CFO, General
Counsel & Company Secretary, Head of
Internal Audit & Risk and Group Financial
Controller are also invited to attend
Committee meetings unless they have a
conflict of interest. Other ASOSers may
be invited to attend for a specific agenda
item or items where relevant. The Group’s
External Auditor, PricewaterhouseCoopers
LLP (PwC), is also invited to attend
Committee meetings. The Committee
Chair and members regularly meet with
both the External Auditor and Head of
Internal Audit & Risk in private. As is
needed, the Committee also receives
advice from advisors on any tax or legal
issues which may arise.
Corporate reform
The Committee continued to prepare for
the corporate reforms, including the new
requirements of the 2024 Code including
the Minimum Standard.
Throughout FY25 we complied with the
provisions of the Minimum Standard, with
the exception of engaging with
shareholders on the scope of the external
audit which was deemed to be the role of
the Committee given its knowledge and
experience of the Company.
The Committee continues to maintain
oversight of the evolving controls
framework to ensure the business is
well-positioned to meet future regulatory
requirements. As reported last year, the
ASOS Controls Programme (ACP) was
established in FY24 to design, implement
and embed a comprehensive controls
framework aimed at enhancing the Group’s
control environment. In alignment with the
updated control reporting requirements
introduced by the 2024 Code, the ACP
plays a central role in ensuring compliance
and continuous improvement. The
programme is under the sponsorship of
the CFO, with the Committee receiving
regular updates on progress, key
milestones and strategic approaches
to the framework’s implementation.
The focus this year has been on refining
the scope of the programme and
continuing to identify the material controls
across the business that mitigate the
Group’s Principal risks. The Committee
has reviewed and endorsed the proposed
framework, which aligns with the Group’s
established Risk Management methodology
(see pages 52 to 55). This phase has also
included early assurance activities over
the material controls identified so far.
The ACP has become a standing item in
the Committee’s governance cycle, with
updates now embedded into regular
reporting and oversight processes. The
Committee has also considered external
benchmarking and engaged with advisors
to ensure the programme remains
aligned with emerging market practice
and regulatory expectations. Planning
for assurance activities is underway,
with a focus on validating control design
and effectiveness across key risk areas.
The programme also supports the
Group’s readiness for new regulatory
requirements, including the Economic
Crime and Corporate Transparency Act,
which came into effect in September 2025.
The ACP provides a foundation for
continued enhancement of ASOS’
governance and risk management
practices. The next phase of the
programme will focus on deepening
assurance over the Group’s material
controls, reinforcing the existing control
environment and supporting continued
operational and strategic resilience.
Board and Committees’
performance review
Following the Committee review, it was
agreed to extend Committee meetings
going forward to allow sufficient time to
fulfil the Committee’s responsibilities given
the corporate reforms.
Oversight of the ACP will be a key area of
focus for the Committee throughout FY26
alongside cyber security.
Full details of our Board and Committees’
performance review are on page 80.
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ASOS Plc Annual Report and Accounts 2025
Significant financial reporting matters and judgements
Area of focus Actions taken
Going concern
and viability
The Committee undertook a detailed review of the financial liquidity of the Group over an 18-month
period to support the going concern assessment, and a three-year period to support the viability
assessment. In doing so, the Committee challenged management’s assessment of forecast cash flows,
including sensitivity to trading and expenditure plans, and for the potential impact of certain scenarios,
including reductions to forecast revenues and margin, and working capital outflows. The Committee also
considered the Group’s financing facilities, noting the refinancing announced post year-end on
13 November 2025 (see note 29 on page 167 for further information).
Based on this, the Committee confirmed that the application of the going concern basis for the
preparation of the financial statements continued to be appropriate, with no material uncertainties
noted. It was also concluded that the Group is able to meet its liabilities as they fall due over the viability
period of three years. For further information, see pages 61 to 62.
Inventory provisions The Committee reviewed the inventory provisions for FY25, noting a reduction in the overall provision
compared to FY25. As of 31 August 2025, gross inventory totals £523.5m, against which an inventory
provision of £121.2m has been recognised (FY24: £163.3m). This reduction primarily reflects the
utilisation of non-underlying provisions relating to the one-off clearance of aged stock.
Management provided the Committee with updates on the work performed to validate the
appropriateness of key estimates used in respect of inventory provisions. Particular consideration was
given to the overall level of provisioning and refinements to methodology as the Group embedded its new
commercial model.
The Committee concluded that the methodology for calculating the net realisable values of inventories,
including management’s estimates on provisions, was appropriate.
Alternative Performance
Measures (APMs)
The Committee considers it important to take account of both the statutory measures and the
APMs when reviewing these financial statements. In particular, items excluded from adjusted profit
before tax were reviewed by the Committee. The adjusted loss before tax this period was £(98.2)m, with
a reported loss before tax of £281.6m (2024: £(126.0)m and £(379.3)m) – the excluded items are detailed
within note 3 of the financial statements. The most significant item relates to impairment and other
costs associated with the mothballing of the Group’s distribution centre in Atlanta.
The Committee is satisfied that the presentation of these items is clear, applied consistently across
years, in line with Group policy, and that the level of disclosure is appropriate. In addition, the Committee
focused on ensuring that the Group’s APMs are not given undue prominence over figures derived from
the financial statements. The Committee ensured that clear, tailored explanations are provided for the
inclusion of each APM, and that all APMs are properly reconciled to the most directly comparable line
items in the financial statements.
Impairment of non-
financial assets
The Committee closely reviewed the impairment assessment related to the Atlanta fulfilment centre,
following the Board’s decision to either sell or mothball the site after the completion of the automation
project. The Committee reviewed management’s assumptions used to determine the site’s recoverable
amount of £nil, which was based on the fact the site would be mothballed and is not currently being
actively marketed. This resulted in a specific impairment and closure costs of £175.8m.
In addition to this review, the Committee assessed the broader impairment testing of tangible and
intangible assets, including goodwill, across the Group. This included challenging key assumptions, such
as projected cash flows and discount rates, and reviewing sensitivities within the value-in-use models.
Whilst the headroom is highly sensitive to changes in the assumptions, no further impairments were
required following the wider review, and the Committee was satisfied with the robustness of the
impairment assessments and that appropriate disclosures had been made.
Recognition of deferred
tax assets
The Committee reviewed management’s assessment of the recognition of deferred tax assets in line
with IAS 12 Income Taxes. In determining the amount of deferred tax assets to recognise, management
made significant estimates regarding the Group’s future profitability, considering factors such as
revenue growth, profit margins and cost management strategies. The Committee was satisfied that the
estimates made were reasonable and aligned with the Group’s broader going concern and impairment
assessments. As at 31 August 2025, the Group has recognised net deferred tax assets of £44.7m.
A further £126.9m of deferred tax assets have not been recognised.
Fair, balanced and understandable
The Committee advises the Board
on whether the Annual Report and
Accounts are fair, balanced, and
understandable, and whether they give
shareholders sufficient information
about the Company’s financial position,
performance, business model and
strategy. As part of its formal remit,
the Committee ensures that disclosures
are transparent and accurate, and
challenges management as needed.
Where necessary, updates are made
to enhance clarity and completeness.
The External Auditor supports this by
performing a statutory audit in line with
relevant standards, laws and regulations.
The Committee’s activities in this
regard included:
 Reviewing the processes and controls
that support the preparation of the
Annual Report, with confirmation that
the reporting team and Senior Leaders
fully understood their roles and
responsibilities.
 Receiving an advanced draft of the full
Annual Report and providing feedback,
with amendments incorporated as
required before final approval.
 Being presented with a summary of the
key matters included in the Annual
Report, highlighting both positive and
negative factors.
 Reviewing and discussing the key factors
considered in determining whether the
Annual Report is fair, balanced and
understandable.
The Committee recommended to the
Board that the FY25 Annual Report is
fair, balanced and understandable while
providing the necessary information
to assess the Company’s position and
performance, business model and strategy.
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External Auditor
The Committee is responsible for
recommending to the Board the
appointment, reappointment,
remuneration and removal of the External
Auditor prior to resolutions being put to
shareholders at the Company’s Annual
General Meeting. When considering
whether to recommend the reappointment
of the External Auditor, the Committee
considers a range of factors, including
the effectiveness of the external audit,
the period since the last audit tender was
conducted, and the ongoing independence
and objectivity of the External Auditor.
Any non-audit services are commissioned
in accordance with the Group’s Non-Audit
Services Policy and must ensure that there
is no issue as regards to independence
and objectivity of the External Auditor.
PwC continued as the Company’s
External Auditor for FY25 following
reappointment at the Company’s Annual
General Meeting on 22 January 2025.
The Committee believes that it is in
the best interest of its shareholders
for PwC to remain as External Auditor
for the next year and therefore
recommends that PwC be reappointed
as Company auditors for FY26.
External Auditor tender
PwC has acted as the Group’s statutory
External Auditor since 2008. The previous
competitive tender process took place in
FY22, whereby it was concluded that PwC
would remain as the Company’s External
Auditor. Neil Grimes was appointed as
audit partner from FY22, following the
former audit partner rotating off.
When considering the appropriate timing
for an audit tender, the Committee takes
into account the value of continuity, the
independence and objectivity of the
auditor and lead audit partner, and the
outcome of the annual audit effectiveness
review. Although ASOS only became a
main-market listed company in 2022, PwC
has been the Group’s auditor since 2008,
and the current lead audit partner’s
five-year term ends following the FY26
audit In light of this, and to ensure a
smooth transition, the Committee
determined it was appropriate to conduct
an audit tender for the FY27 audit. As
such, a formal and competitive tender
process was conducted in FY25.
Audit Committee Report cont.
Audit tender process
In March 2025, ASOS initiated a formal
External Auditor tender process for the
FY27 statutory audit onwards, which
was run in accordance with relevant
regulatory and governance requirements,
including the Minimum Standard. The
Audit Committee established a dedicated
Tender Committee comprising two
members of the Committee (including
the Committee Chair), the Group
Financial Controller, and the CFO. The
Tender Committee was responsible
for designing and running the tender,
including defining the scope, timetable
and evaluation criteria, and it reported
back to the full Committee throughout.
Initial ‘Requests For Information’ were issued
to five firms. Of the firms invited to tender,
three agreed to participate and, following a
series of partner meetings, the Committee
concluded not to proceed further with one
of the three firms. ‘Requests for Proposals’
were therefore issued to two shortlisted
firms. This process ran in parallel with each
firm conducting an audit independence
assessment for the purpose of commencing
as External Auditors from FY27.
The tender process comprised two
phases. In the initial discovery phase,
participating firms were granted access
to a secure data room and attended
briefings with senior members of the
Finance, Legal, Tax, Treasury, Technology,
and Internal Audit teams to deepen their
understanding of ASOS’ business model,
operating environment and control
landscape. The second phase focused on
deep-dive thematic workshops (covering
audit methodology, ESG and technology),
followed by formal written proposals and
presentations on how the firms would
structure their audit at an operational
level and work with our management team.
Each firm was assessed against
defined evaluation criteria — including
team quality and sector experience,
understanding of ASOS and its operating
model, audit methodology, and the
maturity and relevance of proposed
technology platforms. A particular
focus was placed on the firms’ ability
to deliver a high-quality, scalable audit
in the context of ASOS’ size, pace
and evolving control environment.
On 30 July 2025, it was announced that
the Board had approved the appointment
of KPMG as statutory auditor for
the year ending 29 August 2027. The
appointment is subject to the approval
by shareholders at the FY26 Annual
General Meeting. A plan will be put in
place during FY26 to enable a smooth
transition. Going forward, the Committee
anticipates that the audit will be put out
to tender at least every ten years.
External Auditor independence,
objectivity and effectiveness
PwC has reported to the Committee
that, in its professional judgement,
it is independent within the meaning
of regulatory and professional
requirements and the objectivity
of the audit engagement partner
and audit staff is not impaired.
The Committee evaluated the External
Auditor’s independence and objectivity
by reviewing factors such as audit
tenure, non-audit fees, and the overall
relationship and the auditor’s self-
assessment of its independence.
The Committee is satisfied that PwC
maintains the necessary independence
to ensure that the integrity and the
objectivity of the audit is safeguarded.
Neil Grimes has been the Company’s audit
partner since FY22, and is considered by the
Committee to have a good understanding
of the Group and acts with integrity.
The Committee confirms that the
Company is in compliance with the
requirements of the Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of
Competitive Tender Processes and Audit
Responsibilities) Order 2014 for FY25.
The Committee oversees the relationship
with the External Auditor and reviews audit
effectiveness. The audit scope, approach,
materiality and areas of focus are agreed
well in advance of the audit to align on
expectations and timeframes.
A feedback session is held following each
audit to discuss what went well and to
identify areas for continuous improvement
to feed into the next audit planning process.
The Committee assesses audit
effectiveness through review of
the quality of the audit reports and
ancillary documents provided by the
auditors, consideration to the opinions
of the CFO and his senior finance
team and through collective views of
the audit partner and his team.
The Committee holds private sessions
with PwC without management present
to discuss feedback from the audit. The
Committee ensures that the External
Auditor has challenged management
and received the access it required
to conduct an effective audit, and in a
timely manner. If PwC has any concerns
about access to information, or the
information received, it would be reported
to the Committee in order for the
Committee to fulfil its responsibilities.
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ASOS Plc Annual Report and Accounts 2025
The Committee Chair regularly meets with
the audit partner privately and he is
authorised to contact the Committee
Chair at any time if he wishes to raise any
matters of concern.
Based on this collective analysis, the
Committee is satisfied that PwC had
applied appropriate and robust focus and
challenge throughout the audit.
Non-audit services provided by the
External Auditor
Before commissioning non-audit services,
the Committee must ensure that there is
no issue as regards to independence and
objectivity and other potential providers
are adequately considered.
Any non-audit services provided must be in
accordance with the Group’s Non-Audit
Services Policy (“Policy”), which states that:
 the CFO has pre-approved authority to
commission the External Auditor to
undertake non-audit work for a specific
project expected to be less than £50,000;
 non-audit services expected to be
between £50,000 and £250,000 must be
approved by the Committee Chair; and
 non-audit services expected to be over
£250,000 must be approved by the
Committee Chair and one other
Committee member before being
carried out.
PwC may only provide such services if
the service does not conflict with their
statutory responsibilities and ethical
guidance. When reviewing requests
for permitted non-audit services,
consideration is given to whether the
skills and experience make the External
Auditor the most suitable supplier of the
non-audit service, taking into account
independence or objectivity, and the fee
to be incurred for non-audit services, both
for individual non-audit services and in
aggregate, relative to the Group audit fee.
The fees paid to PwC for the financial year
to 31 August 2025 were £1.5m (2024:
£2.6m). This included £1.3m for External
Audit services. The Committee reviewed
and discussed the fee proposal and was
engaged in agreeing the audit scope.
In FY25, PwC provided non-audit services
of £0.2m (2024: £0.2m) for its work on the
half-year review of our interim results. The
total fees for non-audit services
represented 15% of the Group audit fee
payable to PwC during the period.
The Committee agreed that the non-audit
services provided during the financial
period should be provided by PwC due to
their in-depth knowledge of the business
and is therefore an efficient means of
receiving non-audit services.
In line with the Policy, the Committee
reviewed the level of non-audit fees
incurred during the year. As required by
the Policy and the FRC’s Revised Ethical
Standard (2019) (“Ethical Standard”), the
Committee assessed whether the fees for
permitted non-audit services breached
the cap of 70% of the average statutory
audit fee over the preceding three
financial years, and confirmed that this
cap was not exceeded in FY25.
The Committee will continue to keep the
level of non-audit fees relative to audit
fees under review to ensure we meet the
requirements of the Ethical Standard.
Employment of former External
Auditors
Any employment of former employees of
External Auditors would be considered
on a case-by-case basis and would take
into account the Auditing Practices
Board’s Ethical Standards on such
appointments. Any such appointments
would require approval from the CFO,
the Committee or the Board depending
on the seniority of the appointment.
Internal Audit
Our Internal Audit team supports the
Board and Committee by providing
independent assurance over the adequacy
and effectiveness of the Group’s risk
management and internal control
framework. The Committee reviews and
approves the Internal Audit Plan for each
financial year and monitors progress
against it in each meeting. The plan is
based on Internal Audit’s assessment of
the Group’s key financial, operational,
compliance and technological risks to its
continuing operations and the success
of its strategy. During the year, the
Committee reviewed and approved
changes to the plan to ensure this
remained aligned to the Group’s strategic
priorities, changes in the Group’s risk
profile and evolving business activities.
The internal audits completed for
FY25 were:
a) CMA Undertaking – Reporting
Assurance;
b) Factory Audit Programme;
c) Cyber Controls – Incident Management;
d) Treasury Key Controls – Follow Up;
e) Tech Infrastructure Outsourcing;
f) Key VAT Controls;
g) Project Governance & Oversight
Controls;
h) Purchasing Strategy Controls;
i) Influencer Risk Management;
j) Health & Safety Programme Design;
and
k) IT General Controls Programme.
Reports outlining findings on risk
management, together with control gaps
and agreed remediation actions, were
shared with the relevant Management
Committee member following each internal
audit. Management Committee members
and other Senior Leaders are accountable
for timely completion of any actions.
Full reports were also shared with the
Committee Chair and key members of
the Management Committee including
the CEO, CFO and General Counsel
and Company Secretary. Summaries
of the latest reports published and
the results of monitoring action
closure are shared with all Committee
members in quarterly meetings.
During the period the Committee reviewed
the effectiveness of the Internal Audit
team with reference to their annual
self-assessment, actions from ongoing
continual improvement processes and any
feedback provided by Senior Leaders and
Committee members. The Committee
considers that the Internal Audit team
remains effective and has appropriate
levels of quality, experience and expertise.
Risk management and internal
controls
The Committee is responsible for the
ongoing review of the Group’s risk
management and internal controls
framework, including for matters relating
to financial reporting, such as for the:
 identification, assessment, management
and mitigation of the Group’s principal
and emerging risks;
 oversight of the preparation of the
Group’s accounts;
 monitoring of the implementation of key
Group policies; and
 oversight of the investigation of
whistleblowing matters.
The Committee regularly reviews and
assesses business risks, reviews assurance
over related internal controls and
considers how these risks may affect the
achievement of strategy and the Group’s
external reporting. This included
overseeing and participating in a refresh
of our Principal and Group risks in H2 FY25.
Management Committee members and
other Senior Leaders are responsible
for the day-to-day implementation of
internal controls for managing risks
and for ensuring sufficient assurance
is obtained over the effectiveness of
controls. The Group’s risk management
process is sponsored by the CFO and
co-ordinated with support of the Head
of Internal Audit & Risk, to maintain the
right level of control throughout the
Group aligned to risk appetite. Further
details on the Group’s risk management
approach are provided on pages 52 to 55.
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Key elements of the Group’s internal
controls framework in relation to
risk management and financial
reporting include:
 Established organisational structures
and reporting lines to provide clarity of
accountability and responsibility for
decision making, facilitate effective
governance and enable effective
decision making. Further details on
governance structures are provided on
pages 52 to 53, 76 and 93.
 The ACP which was established in FY24
to design, implement and embed a
comprehensive controls framework
aimed at enhancing the Group’s
control environment.
 Key policies, procedures and guidelines
that underpin the Group’s financial,
operational and compliance activities
such as our Delegation of Authority,
Whistleblowing, Anti-Bribery and
Corruption, Anti-Facilitation of Tax
Evasion, and Anti-Fraud. The Committee
also reviews a quarterly summary of
whistleblowing reports and outcomes.
 Standards, processes, controls and
frameworks to embed and ensure
compliance with requirements, and to
manage key risks.
 Compliance monitoring activities such
as those through central functions
including Finance, Risk Management,
Legal, Compliance, People Experience,
Technology, Data Privacy, Tax, Treasury,
Company Secretarial, Health and Safety
and Security.
 Ongoing Committee review of the scope
and results of the Internal Audit team’s
work across the Group and monitoring
of management’s implementation of
related remedial actions.
 Regular discussion of the Group’s
principal and emerging risks, including
changes to risk exposures during the
period, and changes to mitigating
controls and actions.
 Robust budgeting and forecasting
processes including Board discussion
and approval of strategy, objectives,
annual planning processes and budgets.
 Regular monitoring of developments and
changes in accounting standards, other
requirements including best practices in
financial reporting and reflecting these
in the Group’s financial statements
where appropriate. These include
recommendations from the External
Auditor and the FRC.
 The Committee and the Board review
the draft Annual Report and Accounts
and receive reports from management
and the External Auditor on significant
accounting judgements and estimates,
changes in accounting policies and any
other significant matters relating to the
Group’s financial reporting.
Based on the work undertaken during
the year, the Committee reviewed
the effectiveness of the Group’s risk
management and internal control
systems and the assurance received
from management, Internal Audit
and other assurance providers.
The Committee concluded that it
had received sufficient information
to support the Board’s confirmation
that it has monitored and reviewed
the effectiveness of these systems
during the year and up to the date of
approval of the financial statements.
Areas for further strengthening were
identified through the ASOS Controls
Programme and Internal Audit and
Risk Management activities, and the
Committee will continue to oversee
management’s progress in addressing
these as part of the ongoing enhancement
of the control environment.
Our business Risk Registers are formally
reviewed every six months to ensure
that all existing risks are captured and
their potential likelihood and impact are
understood. The process also identifies
mitigating factors, controls and any
further actions needed to manage
the risks and considers emerging risks
that require monitoring. Progress with
mitigation and key themes identified are
reported to responsible Management
Committee members. The reviews also
feed into a robust assessment of the
Group’s Principal and emerging risks
by the Management Committee, the
Audit Committee and the Board.
Whistleblowing
The Whistleblowing Policy, which was
reviewed and reapproved by the
Committee during the period, outlines
how concerns about suspected
wrongdoing (financial or otherwise)
can be reported. The Group uses an
independent, anonymous whistleblowing
tool (Spot) as one route to collect reports.
Employees can raise their concerns or
issues they suspect via the portal or
by directly contacting one of the six
nominated Whistleblowing Officers.
Any matters reported are investigated by
a Whistleblowing Officer and escalated to
the Committee as appropriate and guided
by the Whistleblowing Policy. Reporting
on the nature and, where appropriate,
content of reports received during the
quarter are provided to the Committee at
each meeting alongside updates on related
Group training and communications.
Cyber security
The Committee receives quarterly
updates from the Cyber Security
Leadership Team on emerging cyber
threats, risk and security incidents and
progress against the security strategy,
including management KPIs.
Anti-bribery and corruption
The Group has a zero-tolerance
approach to bribery and corruption and
is committed to conducting business in an
ethical and honest manner. All ASOSers
are expected to act professionally, fairly
and with integrity in all business dealings
and relationships in all parts of the world.
Anti-bribery and corruption training is
provided to new starters and refreshed
annually. This ensures all ASOSers
are aware of their responsibilities
and forms part of the wider systems
and controls we have implemented
and enforce to prevent bribery.
Audit Committee Report cont.
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ASOS Plc Annual Report and Accounts 2025
Sustainability Committee Report
Sustainability
Committee Report
Anna Maria Rugarli
Committee Chair
Members
Wei Gao
Marie Gulin-Merle
José Manuel Martínez Gutiérrez
Nick Robertson
Terms of Reference
The full Terms of Reference for the
Sustainability Committee are available
on our website, asosplc.com.
Read more detail on the
Sustainability Committee’s
attendance at meetings
See table on page 77.
Committee responsibilities
The Committee’s principal
responsibilities are to:
 Provide input and guidance to the
Company’s Fashion with Integrity
(FWI) strategy including related targets
and KPIs.
 Provide oversight of the execution of the
FWI strategy and monitor progress
against its targets and KPIs, including
risk management.
 Provide oversight of the key policies and
programmes required to implement the
FWI strategy.
 Provide advice and direction to
the Company’s management on
implementation of the FWI strategy,
the opportunities and risks to the
Company’s operations and reputation.
 Monitor how the Company’s FWI
strategy is communicated to all
stakeholders, and how it is received.
 Monitor changes to the sustainability
regulatory landscape and oversee
how the Company is preparing to
meet requirements.
 Review the practices and initiatives of
the Group relating to sustainability
matters to ensure they remain effective.
 Have oversight of the Company’s
Modern Slavery Statement.
 Offer recommendations to the ASOS Plc
Remuneration Committee on
sustainability-specific targets for
executive remuneration packages.
 Monitor the internal and external
performance of the ASOS Foundation
and its partnerships.
Dear shareholder,
I am pleased to present the Sustainability
Committee Report for the year ended
31 August 2025.
Our approach to
sustainability
The ASOS Plc Board of Directors
holds accountability for the long-term
success of the Group and oversight of
all risks and opportunities. The Board
has delegated oversight of certain
environmental and social sustainability
matters to the Sustainability Committee
(“Committee”) and receives updates
from the Committee Chair following each
meeting. The Committee comprises an
Independent Non-executive Director
Chair, three further Independent
Non-executive Directors, and a Non-
Independent Non-executive Director.
Fashion with Integrity (FWI) strategy
At the beginning of FY25 the Committee
recommended the approval of a revised
FWI strategy, which was subsequently
approved by the Board, and I was
pleased to publish our updated FWI
strategy alongside our FY24 Annual
Report last year. On pages 18 to 36, we
have reported our progress for FY25
against the targets and commitments
set out in our FWI strategy. Progress
has varied across different areas, with
some showing significant advancement
and others progressing more slowly.
FY25 marked a year of strategic
consolidation and governance strengthening
across ASOS’ FWI strategy. The successful
revalidation of ASOS’ carbon targets by
the Science Based Targets initiative (SBTi)
was a critical milestone, reinforcing the
Company’s long-term commitment to
decarbonisation. This process triggered
an update of our carbon targets, following
feedback from SBTi, to align with latest
best practice. More information on the
revised targets, and our progress against
these, can be found on pages 26 to 27.
The Committee also welcomed further
progress in supply chain due diligence,
including the roll-out of a comprehensive
Human Rights Due Diligence framework.
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ASOS Plc Annual Report and Accounts 2025
The ongoing work in relation to ASOS’
first double materiality assessment
will strengthen the foundation for
future strategic decision making. This
assessment clarifies the environmental
and social impacts of ASOS’ activities
alongside financial risks and opportunities,
helping to prioritise areas of focus and
align with regulatory expectations.
The consolidation of multiple policies into
an updated Code of Conduct
strengthened governance, ensuring
clearer expectations for suppliers and
partner brands. These actions reflect
maturing sustainability governance and
position ASOS to respond effectively to
evolving stakeholder demands and
legislative requirements.
As a Committee, we offer strategic
guidance to the FWI team regarding
the execution of the FWI strategy, while
constructively addressing areas where
progress does not align with expectations.
Such challenges are to be expected, and
we are encouraged by the significant
advancements achieved during FY25.
We will continue to report on our
progress annually, providing context
regarding challenges encountered and
lessons learned.
Climate-related risks and
opportunities
The Sustainability Committee oversees
the management of climate-related risks
and opportunities by engaging regularly
with the Management Committee and FWI
teams. This includes monitoring ASOS’
progress against its carbon targets,
reviewing climate-related risks within the
enterprise risk framework, and ensuring
alignment with evolving regulatory and
stakeholder expectations. The Committee
provides strategic guidance to ensure
climate considerations are embedded into
decision making and long-term planning.
Where appropriate, issues are escalated
to the Audit Committee, particularly
where they intersect with corporate
governance, risk assurance or compliance.
This structured governance pathway
ensures that climate-related risks and
sustainability issues are addressed with
rigour, transparency and accountability
across all levels of the organisation.
Horizon scanning
A critical aspect of updating the FWI
strategy involved a review of forthcoming
sustainability legislation to position
ASOS for compliance with emerging
requirements. During the year, in parallel
to our Board Strategy Day and Board
meetings, the Board participated in
training focused on impending legislative
changes and discussed our strategies
for organisational readiness.
The Committee receives regular updates
on upcoming sustainability legislation and
its potential effects on ASOS, ensuring we
stay prepared for changes.
Competition and Markets Authority
Following the closure of the Competition
and Markets Authority (CMA) investigation
in March 2024, ASOS continues to engage
proactively with the CMA in support of the
Green Claims Code. We remain committed
to ensuring that all environmental claims
made about our products are clear,
accurate and substantiated.
ASOS Foundation
Nick Robertson, Non-executive
Director and Chair of the ASOS
Foundation, delivers regular briefings
to the Committee regarding the
Foundation’s initiatives in supporting
communities served through the ASOS
Foundation’s charity partnerships. He
also provides fundraising performance
updates for ongoing monitoring.
ASOS Long-Term Incentive Scheme
The FY23 ASOS Long-Term Incentive
Scheme awards, with a normal vesting
date of 31 October 2025, included a
performance measure in relation to
progress against the FWI strategy
set in FY22, representing 15% of the
maximum vesting. Following an update to
our FWI strategy at the start of FY25,
the Committee evaluated performance
relative to the revised strategy. Based on
the considerable progress made against
the targets and commitments of our
FWI strategy in FY25 the Committee
recommended to the Remuneration
Committee that 10.2% of a maximum
15% vest. See page 95 for more details.
Committee evaluation
Overall the Committee was thought
to be well constructed and effective in
overseeing the implementation of the FWI
strategy. Now that our updated FWI
strategy has been in place since early
FY25, going forward there will be greater
focus on how ESG practices and our FWI
strategy are embedded into the business.
Further training will be provided to the
Committee in FY26 given the evolving
sustainability regulatory landscape.
Key focus for year ahead
The Committee’s focus for FY26
will be continued assessment and
monitoring of performance against
the targets and goals in our FWI
strategy. We will keep abreast of the
changes to legislation to ensure we
are prepared for upcoming changes to
laws and regulations in this area. I look
forward to updating our stakeholders
on progress made against our FWI
strategy in next year’s Annual Report.
Anna Maria Rugarli
Sustainability Committee Chair
21 November 2025
Throughout FY25 the Committee shaped and provided guidance on the Company’s FWI strategy and related activities through our
sustainability governance framework set out below:
Sustainability Committee
Management Committee
Holds day-to-day responsibility for the management of sustainability (including climate-related) risks and opportunities
Product*
Resource use
Chemical compliance & wastewater management
Environmental due diligence
Planet*
Climate change
Nature
People*
Human rights
Diversity, Equity & Inclusion
FWI Working Groups
Cross-functional groups responsible for delivering and supporting operational delivery in sustainability-related areas - risk, operations and reporting
FWI Steering Committee
Cross-functional management team responsible for providing oversight for
all FWI activities including monitoring the implementation and maintenance
of appropriate environmental and social controls.
Governance Working Group
Cross-functional management team responsible for providing oversight for
all governance and compliance, including monitoring the implementation and
maintenance of appropriate environmental and social controls.
* The three pillars are set out in our FWI strategy – see pages 18 to 36.
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ASOS Plc Annual Report and Accounts 2025
Remuneration
Committee Report
Christine Cross
Committee Chair
Members
Marie Gulin-Merle
Natasja Laheij
José Manuel Martínez Gutiérrez
Terms of Reference
The full Terms of Reference for
the Remuneration Committee are
available on our website, asosplc.com.
Read more detail on the
Remuneration Committee’s
attendance at meetings
See table on page 77.
Committee responsibilities
The Committee’s principal
responsibilities are to:
 Determine and recommend to the Board
the Group’s overall Remuneration Policy
and monitor the ongoing effectiveness
of that Policy.
 Determine and recommend to the Board
the remuneration of Executive Directors,
the Chair and the other members of the
Management Committee.
 Monitor, review and approve the levels
and structure of remuneration for other
Senior Leaders and employees.
 Determine the headline targets for
any performance-related bonus or
pay schemes.
 Determine specific targets and
objectives for any performance-related
bonus or pay schemes for the Executive
Directors and the other members of the
Management Committee.
 Review and approve any material
termination payment.
 Review how employee incentives support
the Company’s culture, values and
desired behaviours.
 Ensure effective engagement with the
Company’s stakeholders in relation to
remuneration policies and practices.
 Review the Company’s retirement
benefit schemes.
Dear shareholder,
On behalf of the Board, I am pleased to
present the Remuneration Committee’s
report for the year to 31 August 2025.
This report should be read in conjunction
with the compliance report on page
76, which shows how the Company
has complied with the UK Corporate
Governance Code (the “Code”) 2018.
Directors’ Remuneration Policy
In reviewing the Directors’ Remuneration
Policy (the “Policy”), we considered a
range of approaches and concluded
that, for FY25, our ASOS Long-Term
Incentive Scheme (ALTIS) should
be replaced with a more geared
incentive to further align Executive
Directors and Senior Leaders with the
Company’s ambitious growth plans.
The introduction of a Value Creation Plan
(VCP) was proposed to incentivise our
Senior Leaders to deliver exceptional
value for shareholders through
substantial growth in the Company’s
share price. The Committee firmly
believes that an incentive structure
linked to significant share price growth
and long-term value creation is right
for us at this time. I thank the members
of the Remuneration Committee and
our shareholders for endorsing this
plan, and FIT Remuneration Consultants
LLP for its advice with respect to the
design and implementation of the VCP.
We were delighted that the new VCP was
approved by shareholders at a General
Meeting of the Company held on 20 August
2024 with 91.82% voting in favour of a
change to our Policy to allow for the VCP
and to make minor updates to the malus
and clawback provisions.
VCP Awards were subsequently granted to
our Executive Directors and Senior
Leaders in FY25.
Remuneration Committee Report
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ASOS Plc Annual Report and Accounts 2025
Further information on the VCP and
associated updates to the Policy and our
share scheme rules can be found in the
Notice of General Meeting dated
20 August 2024, which is available to
download on asosplc.com/investors.
Activities during the period and up
to the date of this report:
 Reviewed and approved the outcomes of
the FY25 annual bonus and the FY23
three-year ASOS-Long Term Incentive
Scheme (ALTIS) awards for Executive
Directors and Senior Management.
 Reviewed and approved Executive
Director and other Senior Leader pay,
benefits and pension during FY25, in the
context of their performance, Company
performance, stakeholder and
shareholder experiences.
 Set performance measures for the FY26
annual bonus for Executive Directors
and Senior Management, in line with
our Policy.
 Reviewed and approved changes to
the structure of incentives below
Board level.
 Considered the relationship between
executive pay and wider workforce pay,
and reviewed gender and ethnicity pay
gap data.
 Considered corporate governance
developments and market practice
relating to executive and wider
workforce pay.
 Set the remuneration package for Aaron
Izzard on his appointment as Chief
Financial Officer (CFO).
 Agreed Dave Murray’s remuneration
arrangements on leaving the Company.
 Approved Natasja Laheij’s remuneration
as Chair of the Board, which will take
effect upon her appointment as Chair
following release of FY25 results.
 Engaged with employee representatives
on executive pay and pay across the
wider workforce.
Board changes
Aaron Izzard was appointed as Executive
Director and CFO of the Company on
1 July 2025, succeeding Dave Murray
who stepped down from the Board on
30 June 2025. Prior to his appointment
on the Board, Aaron held the position
as Director of Group Finance.
Aaron Izzard’s remuneration structure
upon appointment was:
Base salary £350,000
Pension and
benefits
5% of base salary in line
with the rate of pension
available to the wider
workforce
Benefits
allowance
£12,500 plus other
benefits, including private
medical insurance and life
assurance
Annual bonus Maximum of
150% of salary
Share
ownership
guideline
200% of base salary
The Committee set the CFO’s package,
taking into consideration his skills and
experience, the role responsibilities as CFO
of a company of ASOS’ size and global
reach, internal and external relativities and
the package of the previous incumbent.
The base salary will be kept under review
and assessed against market benchmarks.
On 1 July 2025, Aaron Izzard was granted a
VCP award of 5%, to bring his total VCP
award more in line with the policy for
Executive Directors. See page 102 for
further information.
Dave Murray stepped down from his role as
Executive Director and CFO on 30 June
2025 and remained employed with the
Company until 30 September 2025 to
ensure an orderly handover period.
In determining Dave Murray’s
remuneration arrangements on departure,
the Committee followed the approach
set out in the existing Remuneration Policy
which is aligned to UK good practice
and he was treated as a good leaver for
the purpose of his outstanding long-
term incentives. Full details of Dave
Murray’s remuneration arrangements on
departure are disclosed on page 103.
Following a recommendation by the
Nomination Committee that Natasja
Laheij be appointed as Chair when Jørgen
Lindemann steps down from the Board
upon release of the Company’s results, the
Committee approved the future Chair’s
remuneration. The Chair’s remuneration
will be £300,000 per annum, inclusive of
chairing the Nomination Committee.
William Barker was appointed Deputy
Chair with effect from 31 July 2025 and
continues to waive any Board fees.
Remuneration outcomes for the
period ended 31 August 2025
Below sets out the performance outcomes
of our FY25 annual bonus and FY23 ALTIS.
FY25 annual bonus
The measures for the annual bonus
for FY25 were based on 75% Financial,
adjusted earnings before interest, tax,
depreciation, amortisation (AEBITDA)
less FY25 capital expenditure (capex)
and leases; and 25% Strategic (average
stock cover, adjusted gross margin and
adjusted cost to serve – each with an
equal 33% weighting). Definitions of
the adjusted items are provided in the
Alternative Performance Measures
(APMs) section within the financial
statements on pages 175 to 178.
Whilst the business has made significant
progress throughout FY25 and the
mechanical outcome of the scheme
would have resulted in an annual bonus
achievement of 4.56% of base salary
(representing 3.04% of the potential
maximum opportunity) for the Executive
Directors, the Committee exercised its
discretion and determined that no bonus
would be payable to them for FY25.
Further details can be found on page 101.
FY23 ALTIS
The FY23 ALTIS, with an ordinary vesting
date of 31 October 2025, was based on
Revenue Growth (30%), EPS Growth (30%),
Relative TSR (25%) and ESG (15%) over
the three-year period to 31 August 2025.
The Sustainability Committee reviewed
progress against the ESG targets
originally established under the FY23
ALTIS. In view of the significant changes to
the operating environment and regulatory
landscape, ASOS’ Fashion with Integrity
(FWI) strategy was updated in FY25, as
reported in last year’s Annual Report.
Therefore progress was assessed against
the revised FY25 FWI strategy and its
associated targets and commitments.
Reflecting the progress made, following
recommendation from the Sustainability
Committee, the Remuneration Committee
resolved to approve an ESG vesting level of
10.2% out of a maximum 15%. There was nil
vesting for Revenue Growth, EPS Growth
and Relative TSR. As such, the overall
vesting level for the FY23 ALTIS was 10.2%.
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ASOS Plc Annual Report and Accounts 2025
VCP granted in the year ended
31 August 2025
As reported last year, a new Value
Creation Plan (VCP) was approved by
shareholders at a General Meeting of
the Company on 20 August 2024. Under
the VCP, the Committee may grant an
eligible employee a right (“Award”) to
receive a proportion of a pool of value
that will be created if certain growth
targets are achieved (“Pool”), which will
be equal to 5.5% of the growth in value
of the Company above a reference
threshold value of £6.70 per share
(“Threshold Value”). The VCP is a highly
geared one-off incentive arrangement
over the period comprising FY25 to
FY30. Participants under the VCP will
not receive further ALTIS performance
share awards for the life of the Policy with
the next grant of ALTIS (if any) to Senior
Leaders anticipated to be in 2027 (i.e.
after three years). The VCP is designed
to reward these Senior Leaders for
their contribution to the growth in value
of the Company. The plan is designed
to have no value unless management
delivers significant outperformance
and value for stakeholders.
On 11 November 2024, José Antonio
Ramos Calamonte was granted
an Executive Award equivalent to
a 15% allocation of the Pool.
Dave Murray was also granted an
Executive Award on the same date,
equivalent to 8% of the Pool. This award
was pro-rated to 2.3% upon his departure
from the Board on 30 June 2025 and
vested on the same date. The award is
exercisable for a period of six months and
will only deliver value to him if the share
price exceeds the 90-day average
threshold of £6.70 within that period.
Upon appointment as CFO on 1 July 2025,
Aaron Izzard was granted an Executive
Award representing an additional 5%
Pool allocation. This is in addition to the
Employee Award granted to him on
11 November 2024 relating to his position
as Director of Group Finance with a
participant allocation of 1% of the Pool.
Further details regarding both awards and
their terms can be found on page 102.
During the period, the Committee
reviewed the remuneration framework
for the population below Board. Below
Executive Director level and down to
Director population (c.40 individuals),
VCP awards were and will continue to be
granted with participants assigned varying
Remuneration Committee-approved
allocation percentages. For further
information on the VCP, see page 102.
Executive remuneration in FY26
Salary
When determining the salary increase for
our CEO and CFO, we considered the
below factors:
 Market benchmark data
 General experience and skills/expertise
of position holder
 Time in role
 Performance in role
 Company budget for salary review
 Company affordability
Based on the above factors, the
Committee reviewed the CEO’s salary and
determined to award a salary increase of
2%, effective 1 December 2025, slightly
below the average awarded across the
wider workforce. The CFO’s salary will be
increased to £400,000 effective
1 December 2025 to more closely align to
the market rate of the position.
Annual bonus
The maximum opportunity remains at
150% of base salary under the Policy. The
Committee reviewed the performance
measures and determined that for
FY26 the bonus would include a single
financial measure (weighting 50%):
Adjusted earnings before interest, tax,
depreciation, amortisation (AEBITDA)
less capital expenditure (capex) and
leases. The measure of performance has
been chosen as the most appropriate
proxy for operational cash, a key focus
for management in the year ahead.
The remaining 50% will be measured
against Gross Merchandise Value
(GMV) which takes into account the
net retail sales across our ASOS.com
business alongside TSTM.com, Partner
Fulfils and AFS channels. This strategic
measure was carefully chosen to
ensure that we align to our most critical
business priorities for FY26 which are
pivotal to continue to turn around the
business. GMV is formally defined in
the Financial highlights on page 04.
Financial and strategic performance
measures alone comprise the annual
bonus measures for our CEO and
CFO. In cascading performance
management measures throughout
the wider workforce, including our
Senior Leaders, personal objectives
will be added to the Group bonus.
Our focus on sustainability is paramount,
where our FWI Strategy shares our
long-term commitment across the
areas of Planet, Product and People.
Whilst these targets have longer-term
timelines for achievement, there is a
short-term focus in delivering change
through employee objectives via our
performance management process which
ties directly to individual bonus payout
for eligible ASOSers. Therefore, the
Remuneration Committee agreed that,
where relevant to the role, FY26 employee
objectives will include an element of ESG
metrics based on our FWI Strategy.
Wider workforce remuneration
Whilst not formally accredited, ASOS is
formally committed to being a Real Living
Wage employer and the Committee
receives updates from management
to ensure we continue to honour this
commitment. I held a dedicated session
with our employee engagement network,
the ASOS Voices Network, to discuss
executive pay and pay across the
wider workforce in relation to FY25,
including outlining the structure and
different elements of an Executive
Director’s remuneration package and
the Remuneration Policy for Executive
Directors. ASOSers were given the
opportunity to ask questions directly to
me and engaged in two-way dialogue.
Concluding remarks
The Committee and I are always
pleased to discuss our approach with
our shareholders and welcome your
feedback throughout the year. We
look forward to receiving your support
for the arrangements described in
this report at the upcoming AGM.
Christine Cross
Remuneration Committee Chair
21 November 2025
Remuneration Committee Report cont.
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ASOS Plc Annual Report and Accounts 2025
Directors’ Remuneration Report
Summary of Remuneration Policy and Implementation in FY25
ASOS Plc was listed on the Main Market of the London Stock Exchange in February 2022 and submitted a Remuneration Policy (the
“Policy”) for binding shareholder approval for the first time at the 2023 AGM. The Policy was subsequently amended in August 2024
to accommodate the introduction of a new Value Creation Plan and to make minor updates to the malus and clawback provisions. In
line with the regulations, the approved Policy for ASOS’ Executive and Non-executive Directors will operate for up to three years.
The purpose of the Policy is to attract, retain and motivate high-calibre, high-performing, engaged employees with the necessary skills to
implement and execute the Group’s strategy in order to create long-term value for shareholders. The Policy must reward people for their
contributions to the success of ASOS in a fair and responsible manner, over both the short and the long term.
The full Policy is available on the website at asosplc.com. The main elements of the Policy are also included below.
Main elements of the Directors’ Remuneration Policy table
Base salary
Purpose and
link to strategy Operation Maximum
Reflects an
individual’s
responsibilities,
experience and
performance in
their role.
Salaries are reviewed annually, with changes being
effective from 1 December. When determining
salary levels, the Committee takes into account
factors including:
 responsibilities, abilities, experience and performance
of an individual;
 the performance of the individual in the period since
the last review; and
 the Group’s salary and pay structures and general
workforce salary increases.
Periodically the Committee reviews market data for
FTSE-listed and other retail and internet/technology-
based companies to ensure salaries remain appropriate
in this context.
There is no defined maximum base salary. Executive
Directors’ salary increases will normally be in line with the
typical level of increase awarded to other employees.
Increases may be above this level in certain
circumstances, including:
 where a new Executive Director has been appointed to
the Board at a lower than typical market salary to allow
for growth in the role;
 where an Executive Director has been promoted or has
had a change in responsibilities;
 where there has been a significant change in market
practice; and
 Other exceptional circumstances.
Pension
Purpose and
link to strategy Operation Maximum
To contribute
financially post
retirement.
Defined contribution arrangement or salary
supplement.
Only base salary is pensionable. ASOS’ contribution
depends on the employee’s seniority and may be
matched to the level of contributions the employee
chooses to make.
Contribution aligned to the wider workforce, which is
currently 5% of base salary.
Other benefits
Purpose and
link to strategy Operation Maximum
To support the
personal health
and wellbeing of
employees. To
reflect and
support ASOS
culture.
A package of taxable benefits offered through our
flexible benefits scheme, ASOS Extras, which offers all
employees a fixed value depending upon their seniority,
and can be used either to buy a variety of benefits or be
taken in cash.
Other benefits include private medical insurance and life
assurance. Executive Directors currently receive a
flexible benefits allowance of £12,500 per annum
(though this may be increased as part of any review of
the employee benefits policy).
Reasonably incurred expenses will be reimbursed.
Where necessary any benefits or expenses may be
grossed up for taxes.
The Committee may introduce other benefits to
Executive Directors if this is considered appropriate
taking into account the individual’s circumstances, the
nature of the role and practice for the wider workforce.
Where an Executive Director is required to relocate
to perform their role, appropriate one-off or ongoing
benefits may be provided (such as housing, schooling etc).
There is no maximum level of benefits.
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ASOS Plc Annual Report and Accounts 2025
Annual bonus
Purpose and
link to strategy Operation Maximum Measures
Provides a link
between
remuneration
and both
short-term
Group and
individual
performance.
Annual bonus
deferral
encourages the
delivery of
sustainable,
longer-term
performance
and strengthens
the alignment of
Executive
Directors with
shareholders’
interests.
The annual bonus is earned based on performance
against targets set by the Committee. Targets
are reviewed annually. Bonus payments are not
pensionable. The Committee will retain the
discretion to adjust bonus payouts if it considers
that the outcome does not reflect the underlying
performance of the business or participants
during the year, including the Company’s
performance against set metrics, or that the
payout is not appropriate in the context of
circumstances that were unexpected or
unforeseen when the targets were set.
Any annual bonus earned up to a value of 50% of
salary will be paid in cash. Any further bonus
earned above this value will normally be delivered
50% in cash and 50% in shares to be deferred
for three years.
Malus provisions apply to the unvested deferred
bonus shares. Clawback applies to vested
deferred bonus shares for a period of three
years from the date of award.
The Committee may decide to pay the entire
bonus in cash where the amount to be deferred
into shares would, in the opinion of the
Committee, be so small it is administratively
burdensome to apply deferral.
Maximum
annual bonus
opportunity
of 150% of
base salary.
The annual bonus is normally measured over a
financial year (FY) period and may be based on a
mix of financial, operational, strategic and
individual performance measures.
Normally at least 50% of the bonus will be based
on financial measures. The Committee
determines the exact metrics each year
depending on the key goals for the forthcoming
year. Up to 25% of the bonus is paid for
achieving a threshold level of performance and
the full bonus is paid for delivering stretching
levels of performance. Below threshold
performance, no payment is made. The
Committee sets bonus targets each year to
ensure they are appropriately stretching in the
context of the strategy.
Value Creation Plan (VCP)
Purpose and
link to strategy Operation Maximum Measures
Supports the
strategy and
business plan by
incentivising and
retaining the
ASOS Senior
Management
team in a way
that is aligned
with both ASOS’
long-term
financial
performance
and the interests
of shareholders.
Under the VCP, Executive Directors have the
opportunity to share in a pool (to be shared
amongst VCP participants) with a total
aggregate value equal to 5.5% of the growth in
the value of the Company above a reference
threshold value of £6.70 per share, being
approximately two times the ASOS share price
when the Committee initially considered the
design for the VCP.
Awards to Executive Directors will vest in two
equal tranches (each in respect of 50% of the
relevant individual’s allocation) on each of the
fourth and fifth anniversary of the date of the
2024 EGM.
Awards will be granted in the form of a nil-cost
option, where a participant can decide on
quarterly exercise dates to exercise their VCP
award and receive ordinary shares in the
Company using the prior average 90-day closing
share price at or shortly prior to such exercise.
Once the results for the financial year ending
31 August 2029 (FY29) become available, there
will also be a share price underpin if certain
Group free cash flow (FCF) targets are met:
The maximum
allocation that a
participant may
receive will be
limited to 15%
of the total
value of the
VCP pool.
There is no
maximum level
on the value of
the pool.
VCP awards may vest based on value created in
terms by reference to an increase in the ASOS
share price above the threshold value.
An underpin will also apply such that the pool will
be calculated using the higher of the share price
and the price derived by reference to the FCF
for FY29. See the table below.
FCF for FY29
*
Implied share price for purpose of
calculating value of the VCP pool
*
£135m £13.00
£180m £15.00
£215m £18.00
* Straight-line interpolation will apply between these points. For the avoidance of doubt, there are no additional points for FCF below £135m and above £215m. Malus and clawback provisions
apply to VCP awards.
Directors’ Remuneration Report cont.
99
ASOS Plc Annual Report and Accounts 2025
Share ownership guidelines
Purpose and
link to strategy Operation Maximum
Increases
alignment
between the
Board and
shareholders.
Shows a clear
commitment by
all Executive
Directors to
creating value
for shareholders
in the long term.
The shareholding guideline for Executive Directors is
200% of salary.
Under the guidelines Executive Directors are expected
to hold 50% of any shares acquired on vesting of the
VCP, ALTIS or the Deferred Bonus Plan, and any
subsequent share awards thereafter (net of tax), until
the expected shareholdings are achieved.
A post-employment shareholding guideline applies
whereby Executive Directors are expected to hold 100%
of their in-employment shareholding guideline for one year
following stepping down from the Board, reducing to 50%
of their in-employment shareholding guideline for the
second year following stepping down from the Board.
Where an Executive Director’s shareholding at the time
of their departure is below these limits, they will
normally be expected to hold their actual shareholding
for the time period above. This guideline only applies to
incentive awards granted from FY23 onwards.
Not applicable.
Implementation of the Policy for FY26:
The Policy is being implemented in FY26 as follows:
 Base salary: The CEO’s salary will increase by 2%, which is slightly below the average salary increase of the wider workforce, effective
1 December 2025. The CFO’s salary will be increased to £400,000 effective 1 December 2025 to more closely align to the market rate
of the position.
 Annual bonus: The annual bonus opportunity remains at 150% of salary. 50% of the bonus opportunity is linked to a single financial
measure weighting: AEBITDA less capital expenditure (capex) and leases. The remaining 50% is measured against a single strategic
target: GMV. The targets themselves are considered commercially sensitive and will be included in next year’s report.
 Pension and benefits: No material changes are envisaged.
 VCP: The awards as approved by shareholders at the meeting on 20 August 2024 were granted on 11 November 2024.
Voting at General Meeting
The table below sets out the voting outcome on the Directors’ Remuneration Report at the FY24 AGM held on 22 January 2025:
Votes for Votes against
Votes withheld
(abstentions)
Directors’ Remuneration Report 85,970,546 12,264,289 145,467
87.52% 12.48%
The table below sets out the voting outcome on the Director’s Remuneration Policy at the Company’s General Meeting held on 20 August 2024:
Votes for Votes against
Votes withheld
(abstentions)
Directors’ Remuneration Policy 62,589,667 5,581,166 12,558
91.81% 8.19%
Provision 40 disclosures
In developing our approach to remuneration, the Committee was mindful of Provision 40 of the UK Corporate Governance Code 2018.
The Committee considers that the Company’s executive remuneration framework addresses the following factors:
Clarity The Committee has provided clear disclosures regarding our Policy, its alignment to our purpose and strategy, and
the necessary performance requirements. The changes we made to the Policy in FY24 and our approach to
implementation for FY25 support the delivery of our strategy. We consulted with our shareholders on the proposed
VCP, which was subsequently approved, and provided clarity on the relationship between the successful
implementation of our strategy and executive remuneration.
Simplicity Our remuneration structures, including their rationale and operation, are simple to understand and familiar to
stakeholders.
Predictability Our Policy contains details of the range of opportunity levels available for each component of pay, including the
maximum opportunity level. Actual incentive outcomes vary depending on the level of performance achieved against
specific measures.
Proportionality The link between the annual bonus, ASOS’ VCP and the achievement of ASOS’ strategy and the long-term
performance of the Group is clearly defined. In particular, the VCP provides a clear and direct alignment with the
interests of our shareholders through the rewarding of absolute shareholder returns. The Committee retains
suitable discretion to ensure that outcomes do not reward poor performance.
Risk The Committee has satisfied itself that the remuneration arrangements do not encourage risk taking or other
behavioural risks. The Committee has the discretion to apply malus and clawback in certain circumstances, including
in the event of any behavioural risks.
Alignment to
culture
The Committee ensures that the performance measures for the annual bonus and the long-term incentive schemes’
design support the Group’s purpose, strategy and culture.
100
ASOS Plc Annual Report and Accounts 2025
Implementation of the Policy for FY25:
Details of how the Policy has been applied in the financial period to 31 August 2025 are set out on pages 100 to 108 below.
The Committee considers that the applicable Policy operated as intended in the period. Certain information within this section
has been audited and is highlighted as such.
Directors’ remuneration table (audited)
The remuneration of the Directors for the financial year to 31 August 2025 and the financial year to 1 September 2024 is set out
in the tables below. Numbers throughout the Directors’ remuneration report are subject to rounding.
Name
Base
salary Benefits
1
Pension
Total
fixed Bonus LTIP
Total
variable
Total
remuneration
José Antonio Ramos
Calamonte
2025 £742,478 £37,741 £37,975 £818,194 £0 £87,096 £87,096 £905,290
2024 £716,436 £43,636 £35,822 £795,894 £361,585 £14,132 £375,717 £1,171,611
Aaron Izzard 2025 £58,333 £2,842 £2,917 £64,092 £0 £3,953 £3,953 £68,045
2024 – – – – – – – –
Dave Murray 2025 £394,514 £16,584 £19,726 £430,824 £0 £0 £0 £430,824
2024 £163,233 £5,334 £8,162 £176,729 £82,384 £0 £82,384 £259,113
Total 2025 £1,195,325 £57,167 £60,618 £1,313,110 £0 £91,049 £91,049 £1,404,159
2024 £879,669 £48,970 £43,984 £972,623 £443,969 £14,132 £458,101 £1,430,724
Name Base fee
Additional
fee
Taxable
expenses Total Comments
Jørgen Lindemann 2025 £319,861 £0 £15,445 £335,306 Chair and Chair of Nomination Committee
(inclusive fee).
2024 £347,680 £0 £5,514 £353,194 Chair and Chair of Nomination Committee (inclusive
fee).
William Barker 2025 – – – – Deputy Chair and member of Nomination
Committee (fees waived).
2024 – – – – Member of Nomination Committee from 7 February
2024 (fees waived).
Christine Cross 2025 £56,074 £12,465 £4,058 £72,597 Remuneration Committee Chair and member of
the Audit Committee.
2024 £21,240 £4,722 £2,893 £28,855 Remuneration Committee Chair and member of the
Audit Committee with effect from 16 April 2024.
Wei Gao 2025 £56,074 £7,479 £43,303 £106,856 Member of Audit, Nomination and Sustainability
Committees.
2024 £55,857 £168,495 £31,100 £255,452 Member of Audit, Nomination and Sustainability
Committees.
Jose Manuel
Martínez Gutiérrez
2025 £56,074 £7,479 £14,134 £77,687 Member of Audit, Remuneration and Sustainability
Committees.
2024 £55,857 £6,392 £22,808 £85,057 Member of Audit and Sustainability Committees.
Member of Remuneration Committee with effect from
7 February 2024.
Natasja Laheij 2025 £56,074 £24,931 £2,667 £83,672 Audit Committee Chair, Senior Independent
Director and Member of Remuneration &
Nomination Committees.
2024 £55,857 £19,545 £0 £75,402 Audit Committee Chair and Member of Remuneration
Committee. SID and member of Nomination
Committee from 7 February 2024.
Marie Gulin-Merle 2025 £56,074 £4,986 £68,834 £129,894 Member of Remuneration and Sustainability
Committees.
2024 £55,857 £5,381 £52,060 £113,298 Member of Remuneration Committee including Interim
Chair from 7 February 2024 to 16 April 2024. Member
of Sustainability Committee from 7 February 2024.
Nick Robertson 2025 £56,074 £2,493 £0 £58,567 Member of Sustainability Committee.
2024 £55,857 £2,484 £0 £58,341 Member of Sustainability Committee.
Anna Maria Rugarli 2025 £56,074 £9,972 £51,850 £117,896 Sustainability Committee Chair.
2024 £55,857 £9,934 £12,759 £78,550 Sustainability Committee Chair.
Total 2025 £712,379 £69,805 £200,291 £982,475
2024 £704,062 £216,953 £127,134 £1,048,149
1 Executive Directors receive a flexible benefits allowance of £12,500 per annum, which can be used either to buy a variety of benefits or be taken in cash through our flexible benefits scheme,
ASOS Extras. Other benefits include private medical insurance, group income protection and life assurance.
2 José Antonio Ramos Calamonte and Dave Murray (during his time in office as Executive Director), each received a pension cash contribution of 5% of their salary, in line with the contribution
rate applied across the wider workforce. Aaron Izzard receives a 5% pension contribution (non-cash).
Directors’ Remuneration Report cont.
101
ASOS Plc Annual Report and Accounts 2025
3 For FY25, this includes the FY23 ALTIS award as detailed on page 102. The ESG performance target was partially met, resulting in a 10.2% programme vest. The calculation is based on a
share price of £3.1423, being the average share price for the last quarter of the financial year, from 2 June 2025 to 31 August 2025. No part of the gain is attributable to share price
appreciation. For 2024, José Antonio Ramos Calamonte received two award grants; one for his role as Chief Commercial Officer and the other when appointed Chief Executive Officer. The
2024 figures have been adjusted to reflect the share price of £3.3592 on 8 November 2024, the date the shares were released (previously reported as £15,216 for José Antonio Ramos
Calamonte).
4 Aaron Izzard was appointed as Chief Financial Officer (CFO) from 1 July 2025 with a base salary of £350,000 and a £12,500 flex allowance and 5% pension.
5 Dave Murray served on the Board from 29 April 2024 to 30 June 2025. He remained employed until 30 September 2025. His FY24 remuneration covers the period from 29 April 2024 to
1 September 2024, and the FY25 calculation relates to the period from 2 September 2024 to 30 June 2025.
6 The taxable expenses include travel and other expenses related to the Directors’ role and have been grossed up for tax, where applicable to those Directors who reside outside of the UK.
7 Jørgen Lindemann waived his fees with effect from 1 August 2025 until the point he steps down from the Board as a gesture of goodwill to the Company.
8 William Barker was appointed as Deputy Chair on 31 July 2025 and continues to waive his fees in full.
9 In FY24 Wei Gao received additional fees of £160,000 in addition to her Committee fees for additional services provided to the Company under her Non-executive Director Letter of
Appointment. The Board confirmed that the additional services provided did not impair Wei’s independence under the UK Corporate Governance Code.
10 Nick Robertson donated all of his base service fee and his additional fee to the ASOS Foundation.
Annual bonus for the period ended 31 August 2025 (audited)
The annual bonus plan for the year ended 31 August 2025 was based on the following performance measures:
Weighting
Threshold
(15%)
Target
(60%)
Maximum
(100%)
Performance
achieved Outcome
Financial measure 75%
AEBITDA, less capex
,
and leases £(27.5m) £(12.5m) £17.5m £(27.6m) –
Strategic measures 25%
Average stock cover (weeks) 19.1 17.1 15.2 18.1 36.53%
Adjusted gross margin 47.4% 47.9% 49.0% 47.1% –
LFL cost to serve
,
41.3% 40.8% 40.3% 41.6% –
Total of strategic measures 12.18%
Combined outcome before exercise of
discretion 3.04%
Combined outcome after exercise of
discretion 0%
1 These measures were adjusted to reflect the impact of changes in the business after the initial targets were set, including the mothballing of Atlanta, as agreed by the Committee.
The measures for the annual bonus for FY25 were based on 75% Financial, adjusted earnings before interest, tax, depreciation,
amortisation (AEBITDA) less FY25 capital expenditure (capex) and leases and 25% Strategic (average stock cover, adjusted gross margin
and adjusted cost to serve – each with an equal 33% weighting) measures. Whilst the business has made significant progress throughout
FY25 and the mechanical outcome of the scheme would have resulted in an annual bonus achievement of 4.56% of base salary
(representing 3.04% of the potential maximum opportunity) for the Executive Directors, the Committee exercised its discretion and
determined that no bonus would be payable to them for FY25.
FY23 ALTIS awards vesting for performance to 31 August 2025 (audited)
The ALTIS awards with a performance period ending on 31 August 2025 are due to vest on 31 October 2025. These awards were based on
Revenue Growth (30%), EPS Growth (30%), Relative TSR (25%) and ESG (15%) over the three-year period to 31 August 2025. The
performance targets and level of achievement against those targets were as follows:
Measures Weighting Targets Percentage vesting Actual achievement Vesting
Revenue Growth 30% Below 2.1% 0% (14.4%) 0%
2.1% 25%
Between 2.1% and 8% Between 25% and 100%
8% or above 100%
EPS Growth 30% Below 61.2p 0% (35.2)p 0%
61.2p 25%
Between 61.2p and 128.8p Between 25% and 100%
128.8p or above 100%
Relative TSR 25% Below median 0% Below median 0%
At median 25%
Between median and upper
quartile Between 25% and 100%
At or above upper quartile 100%
ESG 15% No progress 0%
Limited progress 25%
Progress Between 25% and 100% Considerable Progress 10.2%
All targets achieved 100%
Total 10.2%
1 Consistent with the approach taken in previous years, actual performance for the diluted EPS condition has been assessed using an adjusted loss before tax of £98.2m and an adjusted tax
rate. Reconciliations between statutory measures and their associated Alternative Performance Measures can be found on pages 175 to 178.
2 The Sustainability Committee reviewed progress against the ESG targets originally established under the FY23 ALTIS. In view of the significant changes to the operating environment and
regulatory landscape, ASOS’ Fashion with Integrity (FWI) Strategy was updated in FY25, as reported in last year’s Annual Report. The Committee therefore assessed progress against the
revised FY25 strategy and its associated targets and commitments. Reflecting the progress made, the Sustainability Committee recommended an ESG vesting level of 10.2% out of a
maximum 15%, which was approved by the Remuneration Committee.
102
ASOS Plc Annual Report and Accounts 2025
Details of vesting
Executive Director
Number of shares
granted
Number of shares
vesting¹ Date of vesting
Value of awards
vesting
1
José Antonio Ramos Calamonte 271,739 27,717 31.10.25 £87,096
Aaron Izzard 12,335 1,258 31.10.25 £3,953
1 Based on a share price of £3.1423, being the average share price for the last quarter of the financial year, from 2 June 2025 to 31 August 2025, as is normal practice.
2 Aaron Izzard was appointed Chief Financial Officer (CFO) on 1 July 2025. The ALTIS award scheduled to vest on 31 October 2025 relates to a grant made during his former position as
Director of Group Finance, prior to joining the Board.
Dave Murray had not joined the Company at the time the FY23 ALTIS award was granted.
Value Creation Plan awards granted in the year (audited)
As reported last year, a new Value Creation Plan (VCP) was approved by shareholders at a General Meeting of the Company on 20 August
2024. Under the VCP, the Committee may grant an eligible employee a right (“Award”) to receive a proportion of a pool of value that will
be created if certain growth targets are achieved (“Pool”), which will be equal to 5.5% of the growth in value of the Company above a
reference threshold value of £6.70 per share (“Threshold Value”).
During FY25, two types of Awards were granted in the form of nil-cost options as follows:
(i) Awards to Executive Directors “Executive Awards” which will vest in two equal tranches (each in respect of 50% of the Participant
Allocation) on each of the fourth and fifth anniversary of the date of the General Meeting.
(ii) Awards to other participants “Employee Awards” which will vest in three equal tranches (each in respect of one-third of the
Participant Allocation) on the third, fourth and fifth anniversaries of the date of the General Meeting.
Once vested, a participant can exercise their VCP award at quarterly exercise dates with the amount due calculated by reference to the
prior 90-day average share price, providing the Threshold Value has been met in that 90-day period, and with that monetary amount
converted into ordinary shares in the Company using the prior average three-day closing share price at or shortly prior to such exercise.
Therefore the number of shares granted and face value of the awards are not yet known.
Provided the Threshold Value is achieved in respect of exercises on or after 29 November 2029, an underpin will apply such that the
relevant Pool will be calculated using the higher of the average share price over the 90-days at or shortly prior to exercise and the price
derived by reference to the underlying free cash flow of the Group “FCF Underpin”. If the FCF Underpin is applied, the Committee will
calculate the value of the relevant Pool by reference to the Group Free Cash Flow (“Group adjusted EBITDA less maintenance capital
expenditure”) for the financial year ending 31 August 2029 provided the share price at exercise remains above £6.70, on the following basis:
Group free cash flow for FY29*
Implied share price for purpose of
calculating value of the Pool*
£135m £13.00
£180m £15.00
£215m £18.00
* Straight-line interpolation will apply between these points. For the avoidance of doubt, there are no additional points for the Group Free Cash Flow below £135m and above £215m.
Further information regarding the VCP is set out in the Notice of General Meeting dated 2 August 2024 which is available to view at
asosplc.com.
The table below sets out the VCP awards granted to Executive Directors during the year:
Executive Director
Date of
grant Type of plan Basis of award
Number of
shares
granted
Face value of
award
% vesting for
threshold
performance
Vesting
date
José Antonio Ramos
Calamonte
11.11.24 Value Creation Plan 15% of the Pool n/a n/a n/a 20.08.28-
20.08.29
Dave Murray 11.11.24 Value Creation Plan 8% of the Pool n/a n/a n /a 20.08.28-
20.08.29
Aaron Izzard 11.11.24 Value Creation Plan 1% of the Pool n/a n/a n/a 20.08.27-
20.08.29
Aaron Izzard 01.07.25 Value Creation Plan 5% of the Pool n/a n/a n/a 20.08.28-
20.08.29
1 José Antonio Ramos Calamonte was granted an Executive Award.
2 Dave Murray was granted an Executive Award. The award was pro-rated to 2.3% based on his time in his role as CFO in the performance period. The award vested on 30 June 2025 and is
exercisable during a six-month period in accordance with the VCP scheme rules.
3 Aaron Izzard was granted an Employee Award on 11 November 2024 relating to his position as Director of Group Finance, with a participant allocation of 1% of the Pool.
4 Upon appointment as CFO on 1 July 2025, Aaron Izzard was granted an Executive Award with a participant allocation of an additional 5% of the Pool.
Directors’ Remuneration Report cont.
103
ASOS Plc Annual Report and Accounts 2025
ASOS Deferred Bonus Plan Grants
Executive Director
Date of
grant Type of plan Basis of award
Number of
shares
granted
Face value of
award
% vesting for
threshold
performance Vesting date
José Antonio Ramos
Calamonte
06.12.24 Deferred Bonus Plan 50% of annual
bonus earned
459 £1,685 n/a 06.12.27
Dave Murray 06.12.24 Deferred Bonus Plan 50% of annual
bonus earned
105 £385 n/a 06.12.27
1 The grant price for the deferred bonus award refers to the 30-day average mid-market quotation of £3.6702. Awards are granted as conditional shares at nil cost.
2 Consistent with the Policy, the first 50% of bonus awarded to Executive Directors is delivered in cash. Any bonus amount exceeding 50% of base salary is paid equally, with 50% paid in cash
and 50% delivered in shares to be deferred for three years. For FY25, this resulted in a small deferred share award which was granted to the two Executive Directors on 6 December 2024
to the value of £1,685 for José Antonio Ramos Calamonte and £385 for Dave Murray under the terms of the Deferred Bonus Plan 2022 rules.
3 See payments for loss of office below.
ASOS Sharesave Plan
Executive Director
Date of
grant Type of plan Basis of award
Number of
shares
granted
Face value of
award
% vesting for
threshold
performance Vesting date
José Antonio Ramos
Calamonte
06.12.24 Sharesave n /a 6,374 £24,655 n/a 01.01.28
- 30.06.28
Dave Murray 06.12.24 Sharesave n /a 6,374 £24,655 n /a 01.01.28
- 30.06.28
1 The exercise price for the Sharesave plan is £2.91. The face value of the award is calculated using the closing share price on the date of grant of £3.8680. Sharesave awards, consistent with
the legislation under which they operate, are not subject to performance conditions and are linked to continued savings under a three-year savings plan so the vesting date in the above
table relates to the period over which these are expected to be exercisable.
2 See payments for loss of office below.
Payments for loss of office
Dave Murray stepped down from his role as CFO on 30 June 2025, and remained employed with the Company until 30 September 2025
to ensure an orderly handover period.
Dave Murray’s remuneration arrangements on departure are in line with the leaver treatment set out in the Remuneration Policy and are
summarised as follows:
 Dave Murray received his usual salary, pension and benefits until 30 September 2025 and thereafter received an amount in lieu of his
salary for the balance of his 12-month notice period.
 The Committee resolved to treat Dave Murray as a good leaver for the purpose of his outstanding long-term incentives. His
outstanding FY24 ALTIS award, granted on 29 April 2024, was pro-rated based on time spent in his role as CFO and will vest subject to
the satisfaction of applicable performance conditions on the normal vesting date, 31 October 2026. Dave’s outstanding FY24 DBP
award, granted on 6 December 2024, was pro-rated and will vest on the normal vesting date. Dave’s VCP Executive Award granted on
11 November 2024 was pro-rated to 2.3% and vested on his departure from the Board on 30 June 2025. The award is exercisable
during a six-month period in accordance with the VCP scheme rules and will, therefore, only deliver value to him if the share price
exceeds an average 90-day value of £6.70 in that period.
 Dave Murray’s 2024 SAYE options were cancelled and his savings were returned to him.
 Dave Murray received an ex-gratia compensation amount of £70,000 in settlement of any potential claim he may have against the
Company and was eligible to have expenses paid on his behalf in relation to legal fees up to £3,000.
Details of payments and entitlements made to Dave Murray following his stepping down from the Board on 30 June 2025 and until he left
employment on 30 September 2025, are set out below:
Base salary £118,750
Pension £5,938
Benefits £29,636
Payment in lieu of notice period £356,250
Ex-gratia payment £70,000
Legal costs £3,000
Total £583,574
1 The benefits include a payment in lieu of 13.5 days of accrued holiday, which remained outstanding and were paid to Dave Murray upon termination. The total cost associated with the
accrued holiday is £25,655.
Date of grant
Number of shares
subject to award
Number of shares
pro-rated Vesting date
29.04.24 245,515 123,045 31 .10.26
06.12.24 105 20 06.12.27
1 Dave Murray’s FY24 ALTIS award, granted on 29 April 2024, was pro-rated based on time spent in his role as CFO and will vest subject to the satisfaction of applicable performance
conditions on the normal vesting date, 31 October 2026.
2 Dave Murray’s outstanding FY24 DBP award, granted on 6 December 2024, was pro-rated to 30 June 2025 and will vest on the normal vesting date.
There were no other payments made for loss of office during the year to 31 August 2025.
Payments to past Directors (audited)
Except as detailed above, no further payments were made to any former Directors during the year ended 31 August 2025.
104
ASOS Plc Annual Report and Accounts 2025
Directors’ interests in share plans (audited)
Director
Share
option
scheme
Date of
grant
2 September
2024 (no. of
shares)
Granted
during the
year to 31
August
2025 (no.
of shares)
Lapsed
during the
year to 31
August
2025 (no.
of shares)
Vested
during the
year to 31
August
2025 (no.
of shares)
As at 31
August
2025 (no.
of shares)
Exercise
price
(pence)
Vest
date/
period
José Antonio Ramos
Calamonte
ALTIS 02.11.21 21,433 – 19,288 2,145 – 31.10.24
ALTIS 02.06.22 20,612 – 18,550 2,062 – 31.10.24
ALTIS 28.11.22 271,739 – – – 271,739 31.10.25
ALTIS 31.01.24 481,150 – – 481,150 31.10.26
Deferred
Bonus Plan
06.12.24 – 459 – – 459 06.12.27
SAYE 06.12.24 – 6,374 – – 6,374 291 01.01.28-
30.06.28
Dave Murray ALTIS 29.04.24 245,515 – 122,470 – 123,045 31.10.26
–
Deferred
Bonus Plan
06.12.24 – 105 85 – 20 06.12.27
SAYE 06.12.24 – 6,374 – – 6,374 291 01.01.28-
30.06.28
Aaron Izzard ALTIS 28.11.22 12,335 – – – 12,335 31.10.25
RSU 25.04.24 20,141 – – – 20,141 29.04.26
ALTIS 31.01.24 12,462 – – – 12,462 31.10.26
RSU 31.01.24 6,231 – – – 6,231 31.10.26
1 Conditional award of shares under the rules of the ASOS Long-Term Incentive Scheme (ALTIS). Performance conditions for those awards are set out in the relevant Directors’ Remuneration
Report for the year of grant.
2 On 6 December 2024, José Antonio Ramos Calamonte and Dave Murray were granted conditional share awards under the ASOS Plc Deferred Bonus Plan 2022 in accordance with the
Company’s Directors’ Remuneration Policy. The grant price for the deferred bonus award refers to the 30-day average mid-market quotation of £3.6702. Awards were granted as
conditional shares at nil cost
.
3 ASOS operates a Save As You Earn Scheme available to all UK employees. José Antonio Ramos Calamonte and Dave Murray participated in the ASOS Plc Sharesave Plan 2022 (“SAYE”).
Employees were invited to subscribe for options (“Options”) over the Company’s ordinary shares which were granted on 6 December 2024 at an exercise price of £2.91 in accordance with
the terms of the 2024 SAYE plan. This represents a discount of 20% from the average mid-market closing price for the Company’s ordinary shares on the three business days from
13 November 2024 to 15 November 2024, prior to the invitation made to all eligible employees on 18 November 2024. The awards are typically exercisable within six months following the
completion of the contract.
4 Dave Murray received a FY24 ALTIS grant partway through the performance period, pro-rated to his start date. See page 103 Payments for loss of office for further information on
updated status of awards.
5 Prior to his appointment to the Board as an Executive Director, on 25 April 2024 Aaron Izzard was granted a Restricted Stock Unit (RSU) Award in the form of a conditional award of shares
under the rules of the ASOS Long-Term Incentive Scheme. Vesting is subject to continued employment and satisfactory individual performance.
6 Aaron Izzard received a FY24 Restricted Stock Unit (RSU) Award in the form of a conditional award of shares under the rules of the ASOS Long-Term Incentive Scheme. Vesting is subject to
continued employment and satisfactory individual performance. In addition, Company performance conditions must be met requiring sustained strategic progress and profitability defined
as a positive Profit Before Tax in FY26.
The table detailing Directors’ interests in share plans excludes awards granted under the Value Creation Plan (VCP). Further information
regarding the VCP awards granted in FY25 to each Executive Director can be found on page 102.
Directors’ Remuneration Report cont.
105
ASOS Plc Annual Report and Accounts 2025
Directors’ shareholdings (audited)
The Directors who held office on 31 August 2025 had the following interests, including “Person Closely Associated” interests, in the shares of
ASOS Plc. A shareholding guideline is in place for the Executive Directors; this is 200% of salary. A post-employment shareholding guideline is
also in place, whereby normally the full in-employment guideline must be held for one year following stepping down from the Board, and half
the in-employment guideline for the second year following stepping down from the Board. The table below details the number of shares held
by each Executive Director and Non-executive Director who served on the Board during the year ending 31 August 2025:
Director
Beneficially
owned as at 31
August 2025
With
performance
conditions/
underpins
Without performance conditions
Shareholding
guideline met
Outstanding
awards as at
31 August
2025
(Performance
Share Plan/
Restricted
Stock Unit)
Outstanding
awards as at
31 August
2025
(Deferred
Bonus Plan)
Outstanding
awards as at
31 August
2025
(Restricted
Stock Unit)
Outstanding
awards as at
31 August
2025
(Sharesave)
José Antonio Ramos Calamonte 26,538 752,889 459 N /A 6,374 No
Aaron Izzard 5,809 31,028 N /A 20,141 N /A No
Jørgen Lindemann 130,052 N /A N/A N /A N /A
William Barker 18,390,264 N /A N/A N /A N /A
Christine Cross N /A N /A N /A N /A N /A
Wei Gao N /A N /A N /A N /A N /A
Jose Manuel Martínez Gutiérrez N /A N /A N /A N /A N /A
Marie Gulin-Merle N /A N /A N /A N /A N /A
Natasja Laheij N /A N /A N /A N /A N /A
Nicholas Robertson 2,636,025 N /A N /A N /A N /A
Anna Maria Rugarli N /A N /A N /A N /A N /A
1 Aaron Izzard was appointed as Chief Financial Officer on 1 July 2025.
2 William Barker is the founder and CEO of Camelot Capital Partners LLC (“Camelot Partners”) which, as at the date of this report, held 18,390,264 shares in the Company.
The table below details the number of shares held by Dave Murray, former Executive Director and CFO, who served on the Board up til
30 June 2025:
Former Director
Beneficially
owned as at
30 June 2025
With
performance
conditions
Without performance conditions
Shareholding
guideline met
Outstanding
awards as at
30 June 2025
(Performance
Share Plan)
Outstanding
awards as at
30 June 2025
(Deferred
Bonus Plan)
Outstanding
awards as at
30 June 2025
(Restricted
Stock Unit)
Outstanding
awards as at
30 June 2025
(Sharesave)
Dave Murray 5,800 123,045 20 – 6,374 No
1 Dave Murray stepped down from the Board on 30 June 2025.
2 Dave Murray’s Sharesave scheme lapsed following the termination of his employment on 30 September 2025.
The tables detailing Directors’ shareholdings excludes any potential interest under the Value Creation Plan (VCP) as it is not capable of
calculation. Further information regarding the VCP awards granted in FY25 to each Executive Director can be found on page 102.
There were no other changes to the Directors’ share interests between 2 September 2024 and 31 August 2025.
Pay gap reporting
Diversity continues to be a key area of focus for ASOS, where we published our most recent Gender and Ethnicity Pay Gap report in April
2025. Our UK gender pay gap is not a symptom of unequal pay for equal work amongst men and women, but reflects the fact that there
are more men than women in senior roles and more women than men in junior roles. We continue to work towards our FWI targets of
achieving 50% female and 15% ethnically diverse representation across our Senior Leadership Team by FY30. Over the past year, we’ve
made significant progress, where we are now at 47% female leadership representation and have surpassed our ethnically diverse target,
reaching 17%.
All our FWI reports and policies, including our Gender and Ethnicity Pay Gap report, can be found at asosplc.com/fashion-with-integrity/
reports-and-policies/.
Performance and CEO remuneration comparison
This graph shows the value, by 31 August 2025, of £100 invested in ASOS Plc on 31 August 2015 compared with that of £100 invested in the
FTSE All-Share Retailers Indices. These indices are relevant to the Company in terms of size and sector respectively, and between them
they show the Company’s performance against both the broader market and the retail sector. The other points plotted are the values at
the intervening financial period ends.
106
ASOS Plc Annual Report and Accounts 2025
Total Shareholder Return index (31 August 2015= 100)
0
50
100
150
200
250
Year to
31/08/2015
ASOS Plc
Year to
31/08/2016
Year to
31/08/2017
Year to
31/08/2018
Year to
31/08/2108019
Year to
31/08/2020
Year to
31/08/2020
Year to
31/08/2021
Year to
31/08/2022
Year to
03/09/2023
Year to
03/09/2024
Period to
31/08/2025
FTSE All Share Retailers
CEO remuneration history
The table below sets out the remuneration data for Directors undertaking the role of CEO during each of the past ten financial years.
Year
to 31
August
2016¹
Year
to 31
August
2017
Year
to 31
August
2018
Year
to 31
August
2019
Year
to 31
August
2020
Year
to 31
August
2021
Year
to 31
August
2022²
Year to 3
September
2023
Year to 1
September
2024
Year
to 31
August
2025
Total
remuneration
(£) 1,199,520 3,072,259 2,904,614 848,487 1,730,323 1,726,859 252,782 814,858 1,171,611 905,290
Annual
bonus % 70.0% 65.0% – – 93.7% 89.9% 0% 0% 33.6% 0%
Long-term
incentive % – 99.1% 100% 27.0% 31.2% 38.1% 11% 0% 10% 10.2%
1 Nick Robertson stepped down as CEO and was succeeded by Nick Beighton on 1 September 2015.
2 During the year to 31 August 2022, Nick Beighton stepped down as CEO on 11 October 2021 and José Antonio Ramos Calamonte was appointed CEO on 16 June 2022, therefore this column
shows the remuneration Nick Beighton received between 1 September 2021 and 11 October 2021 (£97,080) and the remuneration José Antonio Ramos Calamonte received between 16 June
2022 and 31 August 2022 (£155,702). José Antonio Ramos Calamonte had not joined the Company when the FY20 ALTIS was awarded. No bonus was paid in FY22.
3 The total for the year to 1 September 2024 has been updated consistently with the disclosure on page 100.
4 Annual bonus percentage figure shows the percentage of the individual’s maximum bonus percentage related to the bonus scheme for that financial year.
5 Long-term incentive percentages show the percentage of the award that vested where the performance period ends in that financial year.
Percentage change in Directors’ remuneration
The table below shows the percentage change in the Directors’ salary/fees, benefits and annual bonus over the last four years,
compared with all employees of ASOS. This is a voluntary disclosure as no employees are directly employed by ASOS Plc.
% change
FY25 FY24 FY23 FY22 FY21
Salary/
fees
1
Benefits Bonus
3
Salary/
fees Benefits Bonus
Salary/
fees Benefits Bonus
Salary/
fees Benefits Bonus
Salary/
fees Benefits Bonus
All employees 1% 3% -100% 0% 3% 100% 9% 8% 0% 13% -5% -100% 16% 38% 8%
Executive Directors
José Antonio Ramos
Calamonte 4% -14% -100% 2% -41% 100% 457% 217% – – – – – – –
Aaron Izzard
4
– – – – – – – – – – – – – – –
Non-executive Directors
1
Jørgen Lindemann
5
-8% 180% – -1% -91% – 370% 81% – – – – – – –
William Barker - - – – – – – – – – – – – – –
Christine Cross
6
164% 40% – – – – – – – – – – – – –
Wei Gao
7
-72% 39% – 519% -13% – 0% – – – – – – – –
Jose Manuel
Martínez Gutiérrez 2% -38% – 160% 185% – 0% – – – – – – – –
Natasja Laheij 7% 100% – 174% 0% – 0% – – – – – – – –
Marie Gulin-Merle 0% 32% – 76% 274% – 0% – – – – – – – –
Nick Robertson 0% 0% – -1% 0% – 3% 0% – 4% -100% – – – –
Anna Maria Rugarli 0% 306% – 413% 100% – 0% – – – – – – – –
Former Directors
Dave Murray
8
142% 211% -100% – – – – – – – – – – – –
1 No changes were made to the base fee for Non-executive Directors. The slight increase in Salary/Fees in FY25 for all employees is primarily attributable to the reduction in average
headcount. The calculation is derived from the total salary of ASOS employees (excluding bonuses) divided by the average number of employees for FY24 and FY25 respectively.
2 Once COVID-19 social and travel restrictions started to lift, Board and Committee meetings were held in person leading to an increase in Director travel and other expenses from FY21
onwards.
3 No payments were made under the Group annual bonus in FY25. Some employees received payments under other bonus schemes, however as this was only a small population of the wider
Group, this payment has been excluded from this calculation to allow for meaningful comparison year-on-year. No bonus was paid in FY22 or FY23.
Directors’ Remuneration Report cont.
107
ASOS Plc Annual Report and Accounts 2025
4 Aaron Izzard was appointed as Chief Financial Officer (CFO) from 1 July 2025.
5 Jørgen Lindemann waived his fees with effect from 1 August 2025 until the point he steps down from the Board as a gesture of goodwill to the Company.
6 Christine Cross was appointed on 16 April 2024, part way through FY24, therefore her FY24 single figure showed part-year data.
7 In FY24, Wei Gao received additional fees of £160,000 in addition to her Committee fees for additional services provided to the Company under her Non-executive Director Letter of
Appointment. The Board confirmed that the additional services provided did not impair Wei’s independence under the UK Corporate Governance Code.
8 Dave Murray stepped down from the Board on 30 June 2025. His FY24 remuneration covers the period from 29 April 2024 to 1 September 2024, and the FY25 calculation relates to the
period from 2 September 2024 to 30 June 2025.
CEO pay ratio
The table below shows the ratio of the total remuneration paid to the CEO for FY25 against the upper quartile, median and lower quartile
full-time equivalent remuneration of ASOS UK employees. This is the sixth year of reporting a pay ratio and data from the last four
financial year periods is shown for comparison.
Method P25 P50 P75
FY25 Option C 26:1 16:1 11:1
FY24 Option C 34:1 20:1 15:1
FY23 Option C 26:1 16:1 11:1
FY22 Option C 9:1 5:1 4:1
Full-year equivalent FY22 Option C 29:1 17:1 11:1
FY21 Option C 68.1 35.1 25.1
1 The first calculation for FY22 uses the total remuneration paid to Nick Beighton between 1 September 2021 and 11 October 2021 and the total remuneration paid to José Antonio Ramos
Calamonte between 16 June 2022 and 31 August 2022. There was a period during the financial year, between 12 October 2021 and 15 June 2022, that the Company did not have a CEO,
therefore the second calculation (full-year equivalent FY22) provides the ratios as if José Antonio Ramos Calamonte had been CEO for the full financial year.
2 For FY24 the P75th employee is part-time at 80% FTE and where applicable, the base salary and other elements of their package that form their total remuneration was uplifted to
100% FTE.
The Company has chosen Option C as it enabled the use of readily available data that was current to ASOS’ year end. The employees at
P25, P50 and P75 were identified based on salaries at 31 August 2025 where their total remuneration was calculated to include salary,
benefits, flex allowance and pension as at that date, plus FY25 bonus outturns (all three employees are outside the ALTIS population). No
omissions, estimates or adjustments were included in the calculation.
The total remuneration of these individuals and a small number of others positioned around each quartile were compared to determine
whether the employees at P25, P50 and P75 were most representative of pay levels at these quartiles. Based on that review of similarly
ranked roles, the remuneration of all three individuals was deemed to be representative of the relevant quartile.
The base salary and total remuneration for the employees used in the above calculations are as follows:
P25 P50 P75
Base salary £31,611 £48,250 £70,856
Total remuneration £34,343 £58,136 £79,265
The Committee is satisfied that the median pay ratio for FY25 is consistent with the Group’s wider policies on employee pay, reward and
progression. Executive Directors receive a greater proportion of their remuneration in elements tied to performance, including
participation in the ALTIS, which operates at the most senior levels. This means that the pay ratio will largely vary due to incentive
outcomes each year. The pay ratio for FY25 has been lower than in the year prior due in part to a nil payout on the annual bonus,
compared to a payout in the year prior.
Relative importance of spend on pay
The following table shows ASOS’ actual spend on pay (for all employees) relative to loss before tax. This has been used as a comparison as
this is a key metric that the Board considers when assessing the Company and Group’s performance. To date, no dividend has been paid
by ASOS Plc and there is no intention to pay a dividend at this stage as all monies are being retained in the business for future investment.
2
025 £212.6
£215.4
2
024
2
025 £(281.6)
£(379.3)
2
024
Staff costs (£m)
1
-1.3%
Loss before tax (£m)
2
25.8%
1 The above includes capitalised staff costs and excludes share-based payments charge.
2 See consolidated income statement for more information.
Directors’ dates of appointment
Both of the Executive Directors have a rolling service contract with an indefinite term, but a fixed period of notice of termination. The
services of any Executive Director may be terminated on a maximum of 12 months’ notice by the Company or the individual. Our usual
approach to remuneration when an Executive Director leaves is explained in our Policy.
Name Date of appointment Notice period
Total length of
service as at 31
August 2025
José Antonio Ramos Calamonte 16 June 2022 12 months 3 years 2 months
Aaron Izzard 1 July 2025 12 months 2 months
108
ASOS Plc Annual Report and Accounts 2025
All Non-executive Directors have letters of appointment in place with remaining terms as follows, subject to reappointment at the
Company’s Annual General Meeting:
Name Date of appointment Notice period
Appointment end
date in accordance
with letter of
appointment¹
Total length of
service as at 31
August 2025
Jørgen Lindemann 1 November 2021 3 months 21 November 2025 3 years 9 months
William Barker 20 September 2023 3 months 19 September 2026 1 year 11 months
Christine Cross 16 April 2024 3 months 15 April 2027 1 year 4 months
Wei Gao 1 February 2023 3 months 31 January 2026 2 years 6 months
Jose Manuel Martínez Gutiérrez 11 April 2023 3 months 10 April 2026 2 years 4 months
Natasja Laheij 11 April 2023 3 months 10 April 2026 2 years 4 months
Marie Gulin-Merle 1 February 2023 3 months 31 January 2026 2 years 6 months
Nicholas Robertson 6 June 2000 3 months 31 August 2027 25 years 2 months
Anna Maria Rugarli 26 June 2023 3 months 25 June 2026 2 years 2 months
1 All Non-executive Directors’ appointments are subject to their re-election at the AGM each year.
2 Jørgen Lindemann will step down from the Board with effect from release of FY25 results on 21 November 2025.
3 Nick Robertson is the Founder and former CEO of ASOS. He stepped down from the role of CEO and assumed the role of Non-executive Director on 1 September 2015.
All Directors’ contracts/letters of appointment are available to view at the Company’s registered office.
Overview of Remuneration Committee
Composition of the Remuneration Committee
The Remuneration Committee currently comprises four Independent Non-executive Directors: Christine Cross (Chair), Marie Gulin-Merle,
Natasja Laheij and Jose Manuel Martínez Gutiérrez.
Members of the management team, as well as the Committee’s advisors, are invited to attend meetings as appropriate, unless there is a
potential conflict of interest. The remuneration of Executive Directors and Non-executive Directors other than the Chair, is determined by
the Chair of the Board.
Committee composition and effectiveness
Details of the Committee’s experience can be found on pages 70 to 73.
As detailed on page 80, an internal Board and Committee effectiveness review was carried out at the end of FY25. Overall, the
Remuneration Committee is thought to be well constructed and well run. The Committee believes the annual cycle of work, the agendas,
time spent on topics and discussions at meetings to be good or excellent. To ensure that the Company’s remuneration structures remain
competitive and fit for purpose, it was agreed to arrange training on recent remuneration trends and benchmarking to ensure market
competitiveness and to keep up to date with regulatory and legislative developments.
Advisors to the Remuneration Committee
The Committee has engaged the external advisors listed below to help meet its responsibilities.
Committee advisor
 In 2024, the Committee appointed FIT Remuneration Consultants LLP as its independent advisors, having demonstrated the most
recent and relevant experience across similar public listed company and shareholder constructs, including substantive experience in
VCP design and implementation. FIT Remuneration Consultants LLP are signatories to the Remuneration Consultants’ Code of
Conduct, and the Committee is satisfied that the advice that it receives is objective and independent. Total fees for advice provided to
the Committee were £41,850 in the period to 31 August 2025 on a time and materials basis. The FIT Remuneration Consultants LLP
engagement partner and advisory team that provide remuneration advice to the Committee do not have any connections with the
Group or individual Directors that may impair their independence.
 When required, ASOS also sought advice on remuneration matters from Slaughter and May and Lewis Silkin, covering reward and legal
matters respectively. As a matter of course, the Committee also received advice and assistance as needed from our Executive Vice
President People, Communications and Strategy, Reward, DEI and Operations Director, General Counsel & Company Secretary and
Executive Directors.
Key areas of focus for the year ahead
 Engage with shareholders in relation to our approach to remuneration for FY26.
 Review and approve any salary increases for Management Committee members.
 Determine FY26 annual bonus outcome and FY24 ALTIS awards vesting.
 Approve any bonus, ALTIS or other awards intended to operate during FY27.
 Review market trends and latest best practice for remuneration structures.
 Continue to monitor regulatory and legislative developments.
 Review the Company’s retirement benefit schemes.
Directors’ Remuneration Report cont.
109
ASOS Plc Annual Report and Accounts 2025
Directors’ Report
The Directors present their report, together with the audited
financial statements, for the year ended 31 August 2025.
Results and dividends
The Group’s results for the period ended 31 August 2025 are set
out on pages 124 to 178.
The Directors do not recommend the payment of a dividend
(2024: £nil).
Strategic Report
This is set out on pages 12 to 62 of the Annual Report and includes
an indication of likely future developments.
Corporate governance
For the purposes of Disclosure Guidance and Transparency Rules
(DTR) 7.2.3, our Corporate Governance Statement setting out how
the Company has complied with the UK Corporate Governance
Code 2018 (the “Code”) can be found on page 76. A description of
the composition and activities of the Board and its Committees,
including our approach to diversity, is set out on pages 76 and 83.
A full version of the Code is available from the Financial Reporting
Council website at frc.org.uk.
Significant events since the end of the financial period
Information on post-balance sheet events can be found in note 29
to the financial statements on page 167.
Share capital
The issued share capital of the Company as at 20 November 2025,
being the last practicable date prior to this report, was
119,519,975 ordinary shares of 3.5 pence each. Details of the
authorised and issued share capital, together with the details of
shares issued during the period to 31 August 2025, are shown in
Note 25 to the financial statements.
As far as the Company is aware, there are no restrictions on the
voting rights attaching to the Company’s ordinary shares and the
Company is not aware of any agreements which may result in
restrictions in the transfer of securities or voting rights.
No securities carry any special rights.
Powers for the acquisition of the Company’s own shares
The Company was also authorised by shareholders at the Annual
General Meeting (AGM) on 22 January 2025 to replace the
existing authority (as granted by shareholders at the AGM held
on 7 February 2004) to purchase its own shares in the market up
to a maximum of 10% of the issued share capital of the Company
(excluding treasury shares). No shares were bought back under
this authority during the financial period to 31 August 2025.
This is a standard authority which is renewable annually and the
Directors will be seeking to renew this authority at the next AGM.
Directors and their interests
The following Directors have held office since 2 September 2025
and up to the date of this report:
Name Date of appointment
Jørgen Lindemann 1 November 2021
William Barker 20 September 2023
José Antonio Ramos Calamonte 16 June 2022
Christine Cross 16 April 2024
Wei Gao 1 February 2023
Marie Gulin-Merle 1 February 2023
Aaron Izzard 1 July 2025
Natasja Laheij 11 April 2023
Jose Manuel Martínez Gutiérrez 11 April 2023
Nick Robertson 6 June 2000
Anna Maria Rugarli 26 June 2023
Dave Murray 29 April 2024 (resigned 30 June
2025)
1 Jørgen Lindemann, who was appointed on 1 November 2021, will step down from the Board
on 21 November 2025.
Directors’ biographies as at the date of this report are set out on
pages 70 to 73.
The general powers of the Directors are contained within UK
legislation and the Company’s Articles of Association (the
“Articles”). The Directors are entitled to exercise all powers of the
Company, subject to any limitations imposed by the Articles or
applicable legislation.
The appointment and retirement of Directors is governed by the
Company’s Articles of Association, the UK Corporate Governance
Code, the Companies Act 2006 and other related legislation.
The interests of the Directors, and their persons closely associated,
in the share capital of the Company as at 31 August 2025, along with
details of Directors’ share awards, are contained in the Directors’
Remuneration Report on pages 104 to 105. At no time during the
period did any of the Directors have a material interest in any
significant contract with ASOS or any of its subsidiaries.
We maintain Directors’ and Officers’ liability insurance which gives
appropriate cover for any legal action brought against its
Directors. This was in place throughout the period and up to the
date of approval of the financial statements. The Group has also
provided an indemnity for its Directors and Officers, which is a
qualifying third-party indemnity provision for the purposes of
Section 234 of the Companies Act 2006, throughout the period
and up to the date of this report.
110
ASOS Plc Annual Report and Accounts 2025
Articles of Association
Our Articles of Association can only be amended by special
resolution of the shareholders and are available for inspection on
our website at asosplc.com.
Branches
The Group has a branch of ASOS.com Limited registered in the
Netherlands. Further details are provided on pages 174, together
with a full list of Group subsidiaries.
Substantial shareholders
As at 30 October 2025, being the last practicable date prior to
this report, the Company was aware of the following interests in
3% or more of its ordinary share capital:
Major shareholder Holding
As a % of
issued shares
Aktieselskabet at 5.5.2010 34,675,323 29.01
Frasers Group Plc 26,200,414 21.92
Camelot Partners LLC 18,391,264 15.39
Schroders Plc 6,170,569 5.16
Employees with disabilities
We are an inclusive employer and continue to belong to the Disability
Confident scheme. We are committed to taking the right steps in
ensuring our recruitment, training and development processes
and culture remain accessible for people with disabilities.
We operate with a diverse sourcing approach, fully embedded into
our Talent Acquisition team’s recruitment process, offering
guaranteed interviews to any candidates with disabilities or
neurodiverse conditions, who meet the minimum eligibility criteria
for the role. Along with creating more inclusive job advertisement
templates, we’ve launched hiring manager training to support
those making recruitment decisions in understanding inclusive
best practice, including around biases, within a candidate’s
interview process.
See pages 38 to 41 for more information.
Research and development
The Group undertakes research and development activities in
relation to software development. The deferred tax impact on
research and development tax relief claimed on qualifying spend is
disclosed in note 9 to the financial statements on page 140.
Political donations
No political donations have been made during this financial period
(2024: £nil).
Annual General Meeting
A separate circular providing the Notice of Annual General
Meeting and details of the resolutions to be put to the meeting will
be sent to shareholders in due course and will be available to view
on asosplc.com.
Statement on disclosure of information to auditors
The Directors confirm that, so far as each is aware, there is no
relevant audit information of which the Group’s auditors are
unaware. Each of the Directors has taken all the steps he or she
should have taken as a Director to make himself or herself aware
of any relevant audit information and to establish that the Group’s
auditors are aware of that information.
Independent auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their
willingness to continue in office and a resolution that they be
reappointed for the financial period ending 4 September 2026 will
be proposed at the next AGM. See page 88 for details on the
results of our recent audit tender process.
Environmental, Social and Governance (ESG) disclosures
Details of our ESG commitments are on pages 18 to 36.
Significant agreements and change of control provisions
The Group is subject to the following arrangements which would be
affected following a change of control of the Company:
 The Company’s share plans under which options and awards
granted to employees may vest and become exercisable,
subject to the satisfaction to any applicable performance
conditions at the time.
 Throughout the period and as at the date of this report, the
Group’s £150m term loan, £75m Revolving Credit Facility and
£50m accordion facility with Bantry Bay which may be
terminated in whole or in part.
 The post balance sheet event refinancing activities set out in
note 29, whereby the senior term loan and delayed draw term
loan facility may be terminated in whole or in part.
 The £73.6m Convertible Bonds due 2026 under which
bondholders would have the right to require the Company to
redeem or convert the bonds.
 The £253m Convertible Bonds due 2028 under which
bondholders would have the right to require the Company to
redeem or convert the bonds.
The Terms and Conditions relating to the Convertible Bonds
due 2026 and the Convertible Bonds due 2028 are available at
asosplc.com.
Additional disclosures
Information that is relevant to this report, and which is also
incorporated by reference, including information required in
accordance with the UK Companies Act 2006 and Listing Rule
6.6.1 R can be found as follows:
Annual Report page
reference
Likely future developments in the business 16 to 17, 167
Financial instruments and financial risk
management 157 to 162
Risk management and Principal risks 52 to 60
Corporate Governance Report 75 to 80
Employee engagement 43
Stakeholder engagement and s.172
statement 42 to 45 and 79
Viability statement and going concern 61 to 62
Details of long-term incentive plans 97 to 104, 163 to 164
Statement of capitalised interest 144
Related party transactions 165
Greenhouse gas emissions, energy
consumption and energy efficiency action 26 to 27
Climate-related disclosures consistent
with TCFD 20 to 27 and 66
The Company has chosen, in accordance with Section 414C(11)
of the Companies Act 2006, and as noted in this Directors’
Report, to include certain matters in its Strategic Report
that would otherwise be required to be disclosed in this
Directors’ Report. The Strategic Report can be found on pages
12 to 62. The Strategic Report and the Directors’ Report
together form the Management Report for the purposes of
the Disclosure Guidance and Transparency Rules 4.1.8R.
Other information requirements set out in Listing Rule 6.6.1 R are
not applicable to the Company.
Directors’ Report cont.
111
ASOS Plc Annual Report and Accounts 2025
Other disclosures
Number of
Board
members
Percentage
of the Board
Number of
senior
positions
on the
Board
(CEO,
CFO, SID
and Chair)
Number of
Management
Committee
members
Percentage of
Management
Committee
Gender identity as at 31 August 2025
Men 6 55% 3 7 54%
Women 5 45% 1 6 46%
Non-binary, Agender or ‘Prefer to describe myself in another way’ 0 – – 0 0%
Prefer not to say 0 – – 0 0%
Ethnic background as at 31 August 2025
White British or other White (including minority-white groups) 10 91% 4 9 69%
Mixed/Multiple Ethnic Groups – – 0 0%
Asian/Asian British 1 9% 3 23%
Black/African/Caribbean/Black British – – 1 8%
Other ethnic group, including Arab – – 0 0%
Not specified/prefer not to say – – 0 0%
Blank – – 0 0%
Forward-looking statements
This Annual Report may include statements that are, or may be deemed to be, “forward-looking statements” (including words such as
“believe”, “expect”, “estimate”, “intend”, “anticipate” and words of similar meaning). By their nature, forward-looking statements involve
risk and uncertainty since they relate to future events and circumstances, and actual results may, and often do, differ materially from
any forward-looking statements. Any forward-looking statements in this Annual Report reflect management’s view with respect to future
events as at the date of this announcement. Save as required by applicable law, ASOS plc undertakes no obligation to publicly revise any
forward-looking statements in this Annual Report, whether following any change in its expectations or to reflect events or circumstances
after the date of this announcement.
Disclaimer
The purpose of this Annual Report is to provide information to the members of the Company and it has been prepared for, and only for,
the members of the Company as a body, and no other persons. The Company, its Directors and employees, agents and advisors do not
accept or assume responsibility to any other person to whom this document is shown or into whose hands it may come and any such
responsibility or liability is expressly disclaimed.
By order of the Board
Rishi Sharma
General Counsel and Company Secretary
21 November 2025
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ASOS Plc Annual Report and Accounts 2025
Non-financial and sustainability
information statement
The table below constitutes the Company’s non-financial and sustainability information statement as required by Sections 414CA and
414CB of the Companies Act 2006 (as amended by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations
2022) with the table disclosed below and other disclosures throughout the Strategic Report. The climate-related financial disclosures of
the Company are contained within the Sustainability section, the SASB Standards Index and the Task Force on Climate-related Financial
Disclosures (TCFD) and Climate-Related Financial (CFD) section of this Annual Report, as set out below. Many of our policies can be viewed
on our website asosplc.com which also contains a wide range of non-financial and sustainability information.
Reporting
requirement
Relevant policies and documents
which govern our approach Annual Report section Page
Climate change
and sustainability
 Fashion with Integrity (FWI) Strategy  Sustainability
 SASB Standards Index and Global
Reporting Initiative (GRI)
 TCFD and CFD Index
 SECR Index
18 to 36
63 to 65
66
67
Environmental
and social
matters
 FWI Strategy
 Chemical Strategy
 Responsible sourcing policies including Cotton
Sourcing Policy, Animal Derived Materials Policy and
Restricted Substances List
 Policy on Gender Equality in the Supply Chain
 Group Tax Strategy
 Sustainability
 SASB Standards Index ad GRI
 SECR Index
 TCFD and CFD Index
 Sustainability Committee Report
 Principal risks and opportunities
 Stakeholder engagement
18 to 36
63 to 65
67
66
92 to 93
56 to 60
42 to 45
ASOSers  Code of Conduct
 Health & Safety Policy
 Whistleblowing Policy
 FWI Strategy
 Our People
 Stakeholder engagement – Our ASOSers
 Sustainability
 Directors’ Report – Employees with
disabilities
38 to 41
43
18 to 36
110
Human rights  Modern Slavery Statement
 Anti-Slavery & Human Trafficking Policy
 Child Labour Remediation & Young Worker Policy
 Freedom of Association and Collective Bargaining
Policy
 Migrant Workers Policy
 Global framework agreement with IndustriALL
 Sustainability - People
 Stakeholder engagement – Our suppliers
 Principal risks and opportunities
34 to 36
44
56 to 60
Anti-bribery &
corruption
 Code of Conduct
 Anti-Bribery & Corruption Policy
 Gifts & Hospitality Policy
 Audit Committee Report
 Directors’ Report
84 to 90
109 to 110
Risk management  Risk Management Standard
 ASOS Risk Taxonomy
 Risk management
 Principal risks and opportunities
 TCFD – climate-related risks
52 to 55
56 to 60
22 to 27
Business model  Our strategy
 Strategic review
6 to 7
14 to 16
Non-financial KPIs  Financial highlights
 Strategic review
 Sustainability
4
12 to 17
18 to 36
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ASOS Plc Annual Report and Accounts 2025
Statement of Directors’
responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group financial statements in accordance with
UK-adopted international accounting standards and the Company
financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 “Reduced Disclosure Framework”,
and applicable law).
Under applicable Company law, the Directors must not approve
the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Company and of the profit or loss of the Group for that period. In
preparing the financial statements, the Directors are required to:
 select suitable accounting policies and then apply them
consistently;
 state whether applicable UK-adopted international accounting
standards have been followed for the Group financial
statements, and United Kingdom Accounting Standards,
comprising FRS 101, have been followed for the Company
financial statements, subject to any material departures
disclosed and explained in the financial statements;
 make judgements and accounting estimates that are
reasonable and prudent; and
 prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and
Company will continue in business.
The Directors are responsible for safeguarding the assets
of the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities. The Directors are also responsible for keeping
adequate accounting records that are sufficient to show
and explain the Group’s and Company’s transactions and
disclose with reasonable accuracy at any time the financial
position of the Group and Company and enable them to
ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity
of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Group’s and Company’s position and performance, business model
and strategy.
Each of the Directors, whose names and functions are listed in the
Governance Report confirm that, to the best of their knowledge:
 the Group financial statements, which have been prepared in
accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities,
financial position and loss of the Group;
 the Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
liabilities and financial position of the Company; and
 the Strategic Report includes a fair review of the development
and performance of the business and the position of the Group
and Company, together with a description of the principal risks
and uncertainties that it faces.
In the case of each Director in office at the date the Directors’
Report is approved:
 so far as the Director is aware, there is no relevant audit
information of which the Group’s and Company’s auditors are
unaware; and
 they have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant
audit information and to establish that the Group’s and
Company’s auditors are aware of that information.
Rishi Sharma
General Counsel and Company Secretary
21 November 2025
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ASOS Plc Annual Report and Accounts 2025
Contents
116 Independent Auditors’ Report
to the members of ASOS Plc
124 Consolidated Income Statement
125 Consolidated Statement of
Comprehensive Income
126 Consolidated Balance Sheet
127 Consolidated Statement of
Changes in Equity
128 Consolidated Cash Flow Statement
129 Notes to the Consolidated
Financial Statements
168 Company Balance Sheet
169 Company Statement of Changes in Equity
170 Notes to the Company
Financial Statements
174 Related Undertakings of the ASOS Group
175 Alternative Performance Measures (APMs)
179 Company Information
180 Shareholder Information
Financial
Statements
115
ASOS Plc Annual Report and Accounts 2025
116
ASOS Plc Annual Report and Accounts 2025
Independent Auditors’ Report to the members of ASOS Plc
Report on the audit of the financial statements
Opinion
In our opinion:
 ASOS Plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view of the
state of the group’s and of the company’s affairs as at 31 August 2025 and of the group’s loss and the group’s cash flows for the 52
week period then ended;
 the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as
applied in accordance with the provisions of the Companies Act 2006;
 the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
 the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual Report”), which comprise:
the Consolidated Balance Sheet and the Company Balance Sheet as at 31 August 2025; the Consolidated Income Statement, the
Consolidated Statement of Comprehensive Income, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in
Equity and the Company Statement of Changes in Equity for the period then ended; and the notes to the financial statements, comprising
material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 6 to the financial statements, we have provided no non-audit services to the company or its controlled
undertakings in the period under audit.
Our audit approach
Overview
Audit scope
 We performed full scope audit procedures over the following two components: ASOS Plc, the parent entity that holds investments
throughout the group, and ASOS.com Limited, the trading entity that generates more than 99% of the group’s revenue.
 Additionally, we performed a financial statement line item audit over the convertible debt and related interest balances in Cornwall
(Jersey) Limited, and over the acquired brand and customer relationship intangible assets and related amortisation balances in ASOS
Holdings Limited.
 Taken together, the entities over which full scope audit work was performed accounted for more than 99% of the group’s revenue and
95% of the group’s loss before tax.
Key audit matters
 Capitalisation of internal staff costs (group)
 Valuation of inventory (group)
 Going concern assessment in response to economic uncertainties (group)
 Classification of adjusting items (group)
 Carrying value of assets (group and parent)
 Recoverability of deferred tax assets (group)
Materiality
 Overall group materiality: £12,325,000 (2024: £14,500,000) based on 0.5% of revenue.
 Overall company materiality: £10,600,000 (2024: £9,200,000) based on 1% of total assets.
 Performance materiality: £9,200,000 (2024: £10,875,000) (group) and £7,900,000 (2024: £6,900,000) (company).
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ASOS Plc Annual Report and Accounts 2025
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Capitalisation of internal staff costs (group)
Refer to Notes 7 and 11 in the financial statements.
The group continued to invest in its operational infrastructure
having spent £83.0m (2024: £98.5m) on intangible assets.
Within capital additions are £55.7m (2024: £64.6m) of internal
staff costs, which primarily relate to intangible assets.
This was an area of focus due to the magnitude of the
costs capitalised and the judgement involved in assessing
whether the criteria set out in IAS 38 for the capitalisation
of elements of these costs had been met. We focussed
on the capitalisation of internal staff costs to confirm
that costs capitalised were an accurate reflection of
actual costs incurred and the associated time was spent
on projects which met the criteria to be capitalised.
We gained an understanding through walkthroughs and
enquiries performed with management of the process in place
for evaluating approval for staff time capitalised to capital
projects. We performed substantive testing over new projects
in the year to assess whether they met capitalisation criteria,
including inquiring with management, and inspecting evidence of
criteria assessments, such as in capex funding forms. We also
obtained an understanding of the various selected capitalised
projects, inspected timesheet data to corroborate time
charged on projects, and reviewed management’s assessment
to determine whether sufficient economic benefits were likely
to flow from the projects to support the values capitalised.
For a number of projects, we assessed whether they had been
appropriately included within assets under construction at
year-end. We further confirmed that amortisation/depreciation
commenced at rates consistent with the group’s accounting
policies once the respective projects became operational.
We further assessed whether the costs were appropriately
moved out of assets under construction and appropriately
amortised/depreciated from the point at which they came into
operational use.
Based on the procedures performed, we noted no material issues
arising from our work.
Valuation of inventory (group)
Refer to Note 16 in the financial statements.
As at 31 August 2025, the group held gross inventories of £523.5m
(2024: £683.6m), against which a provision of £121.2m (2024:
£163.3m) had been recorded.
The nature of the group’s business model is to service demand in a
dynamic and fast moving fashion market which means there is a
risk of inventory falling out of fashion and proving difficult to sell
above cost. The group’s provisioning policy is based on the
estimated future net realisable value of inventories.
The group’s methodology to calculate inventory provisions includes
consideration of inventory which is expected to be sold via offsite
clearance routes as well as through the website. Provisions are
calculated using estimates of loss rates and website sell through
rates, both of which are calculated based on historical sales data.
The provisions held at 31 August 2025 also include a provision
for the specific write down of inventory identified to be sold via
off-site channels to facilitate the group’s transition to its new
commercial model.
The quantum of the total inventory balance and the level of
judgement involved to ensure that inventories are stated at the
lower of cost and net realisable value made this an area of focus.
We reviewed management’s provisioning policy and the resulting
provisions applied, which include significant elements relating to:
– Forecast loss rates for inventory expected to be sold via the
website;
– Forecast sell through rates for inventory expected to be sold via
offsite channels; and
– A specific write down of inventory, identified to be sold via
off-site channels to facilitate the group’s transition to its new
commercial model.
We tested the mathematical integrity of management’s provision
calculations. We validated the inputs into the models including
verifying the inventory quantity and values for various elements
making up the overall inventory provision and confirmed the
accuracy of the data used.
We tested the net margin realised used to determine the historical
loss experience for a sample of transactions in the year and
obtained corroborating evidence to validate their selling price and
cost. We also assessed management’s assessment of estimated
income per unit for inventory to be cleared offsite based on historic
experience and agreements entered into with third parties.
Based on the procedures performed, we noted no material issues
arising from our work.
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ASOS Plc Annual Report and Accounts 2025
Independent Auditors’ Report to the members of ASOS Plc cont.
Key audit matter How our audit addressed the key audit matter
Going concern assessment in response to economic
uncertainties (group)
In order to conclude whether it is appropriate for the
financial statements to be prepared on a going concern basis,
management prepared a base case forecast for a period
of 18 months from the balance sheet date. In addition, they
modelled a severe but plausible downside case which included
cost reductions that could be achieved from mitigating
actions within the group’s control. Management has also
included the impact from the refinancing agreed into their
model which we have assessed as part of our conclusion.
We focused on this area given the importance of the going
concern judgement in the context of the basis of preparation
of the financial statements and recognising the degree
of judgement inherent in management’s forecasts.
We evaluated management’s going concern assessment and we
performed testing procedures as detailed in the “Conclusions
relating to going concern” section below.
Classification of adjusting items (group)
Refer to Note 3 in the financial statements
The group discloses an adjusted measure of profit to provide
shareholders with additional insight into the year-on-year
performance of the business. Adjusted loss before tax of £98.2m
(2024: £126.0m) is presented which compares to an IFRS measure
of loss before tax of £281.6m (2024: £379.3m).
The £183.4m (2024: £253.3m) of adjusted items before tax are
those which are significant either by virtue of their size and/or
nature, the inclusion of which could, in management’s view, distort
comparability between periods to either reported performance or
individual financial statement line items.
The quantum of adjusting items and the level of judgement involved
to ensure that performance of the business is not distorted made
this an area of focus.
We have performed audit procedures to test the magnitude of the
charge on a sample basis across all elements of the adjusting
items. As part of this sample testing we also understood the
nature of the items and management’s rationale for classification
as an adjusting item.
We have considered whether the disclosure as adjusting items is
appropriate taking account of the size and nature of the items and
management’s disclosed accounting policy.
Based on the procedures performed, we noted no material issues
arising from our work.
Carrying value of assets (group and parent)
Refer to Note 15 in the group financial statements and Note C4 in
the company financial statements.
As at 31 August 2025, the group had balances relating to Goodwill,
Intangibles, Property, Plant and Equipment and Right of use assets
totalling £799.1m (2024: £1,051.2m). Due to the group’s trading
performance in the period and market capitalisation, there is an
indicator that these balances might be impaired.
At 31 August 2025, the company had amounts due from subsidiary
undertakings of £718.5m (2024: £847.2m), of which £72.5m (2024:
£1.6m) was classed as current and £646.0m (2024: £845.6m)
non-current.
There is a risk that the financial condition and performance of the
subsidiary undertakings are not sufficient to support the
recoverability of the amounts due and the assets may be impaired.
Management has assessed the carrying value of these assets using
a value in use model and concluded that no impairment is required.
In addition, management performed an expected credit loss
assessment under IFRS 9 in respect of the intercompany
receivables. Due to these assessments including assumptions
about future performance which are judgemental in nature, we
determined this to be a key area of focus.
We have obtained management’s impairment assessment which
uses a value in use model to support the recoverability of the
goodwill and other intangibles, property plant and equipment and
right of use assets in the group accounts and the intercompany
receivable in the company accounts and undertook the following
procedures:
– We ensured the calculations included within the model were
mathematically accurate and obtained supporting evidence for
the assumptions used ensuring consistency with IAS 36.
– We compared the forecasts used with the latest Board-
approved plans and challenged the key assumptions used within
the model to which the value was most sensitive, including the
discount rate, future revenue growth and improvement in gross
profit margin. In assessing management’s plans, we considered
the group’s historical forecasting accuracy.
– We used our valuation specialists to assist us in our audit of the
discount rate and long term growth rate used.
– We considered other sources of information to assess whether
management’s conclusion that there was no impairment was
reasonable. This included a consideration of third party industry
reports and other market based valuations.
– We considered the adequacy of management’s disclosure in
respect of the impairment assessment, and the key sensitivities
in their estimates.
In relation to the company assessment, in addition to the above
procedures we evaluated management’s expected credit loss
assessment under IFRS 9 in respect of the intercompany
receivables.
Based on the procedures performed, we noted no material issues
arising from our work.
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ASOS Plc Annual Report and Accounts 2025
Key audit matter How our audit addressed the key audit matter
Recoverability of deferred tax assets (group)
Refer to Note 9 in the group financial statements.
As at 31 August 2025, the group had a net deferred tax asset of
£44.7m (2024: £62.5m). Due to the trading performance and
losses made in the last three years management applied
judgement in the amount of deferred tax assets that were
recoverable which resulted in unrecognised deferred tax assets
of £126.9m.
Management assesses the recoverability of the deferred tax asset
by using the same forecasts applied in the value in use impairment
model to evaluate whether sufficient taxable profits are projected.
A risk weighting is applied to address the uncertainty related to
future profits with the risk weighting increasing with the time
horizon. Based on this assessment, management considers a net
deferred tax asset of £44.7m to be recoverable.
Due to this assessment including assumptions about future
performance which are judgemental in nature, we determined this
to be a key area of focus.
We obtained management’s recoverability assessment for the
deferred tax asset and checked the mathematical accuracy of the
model and reconciled the taxable profits forecast to the latest
Board-approved plans.
We assessed management’s risk weightings applied and the period
over which the assets are forecasts to be recovered. These ratings
are consistent with the previous period.
We considered the adequacy of management’s disclosure in
respect of the deferred tax recoverability assessment, and the key
sensitivities in their estimates. Based on the procedures
performed, we noted no material issues arising from our work.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which
they operate.
Based on our risk and materiality assessments, we determined which components required an audit of their complete financial
information having consideration to the relative significance of each component to the group, and the overall coverage obtained over
each material line item in the consolidated financial statements.
Due to its relative contribution to the group’s revenues and loss before tax, we identified one financially significant component which, in
our view, required an audit of its complete financial information. This was ASOS.com Limited which generated more than 99% of the
group revenue through sales via the worldwide ASOS websites and wholesale network. In addition, a full scope audit was performed over
ASOS Plc being the parent entity which holds investments throughout the group and part of the convertible debt. We performed audit
procedures over the convertible debt and related interest balances in the Cornwall (Jersey) Limited entity, and over the acquired brand
intangible assets and related amortisation balances in ASOS Holdings Limited, in order to achieve appropriate audit coverage over these
material financial statement line items. All work over these components was performed by the group engagement team. Further central
procedures were performed over tax, treasury, legal claims, lease liability and associated right-of-use asset balances, property, plant
and equipment and other intangible assets, goodwill, going concern, the group’s consolidation and the financial statement disclosures.
This provided the evidence we needed for our opinion on the consolidated financial statements taken as a whole.
Taken together, the components where we performed our audit work accounted for more than 99% of the group’s revenue and 95% of
the group’s loss before tax. This was before considering the contribution to our audit evidence from performing audit work at the group
level, including disaggregated analytical review procedures, which covered certain of the group’s smaller and lower risk components that
were not directly included in our group audit scope.
Our audit of the company financial statements included substantive procedures over all material balances and transactions.
The impact of climate risk on our audit
As part of our audit procedures, we have considered the potential impact of climate change on the group’s business and its
financial statements.
The group continues to develop its assessment of the potential impacts of climate change as explained throughout the Strategic Report
and in more detail on pages 22 to 28.
As part of our audit, we have obtained management’s climate-related risk assessment and held discussions with management to
understand the process of identifying climate related risks, the determination of mitigating actions and the impact on the group’s
financial statements.
Management has assessed that the most likely impacted financial statement line items and estimates are those associated with future
cash flows since the impact of climate change is expected to become more notable in the medium to long term.
While auditing these forecast cash flows, we have considered the impact of climate change and any climate change related commitments
on the potentially impacted financial statement line items.
We have not identified any matters as part of this work which are inconsistent with the disclosures in the Annual Report or would lead to
any material adjustments to the financial statements.
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ASOS Plc Annual Report and Accounts 2025
Independent Auditors’ Report to the members of ASOS Plc cont.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial Statements – group Financial Statements – company
Overall materiality £12,325,000 (2024: £14,500,000). £10,600,000 (2024: £9,200,000).
How we determined it 0.5% of revenue 1% of total assets
Rationale for
benchmark applied
In determining materiality, we considered both loss
before tax and revenue as the acceptable benchmarks.
We considered loss before tax to be an appropriate
benchmark due to the group’s focus on delivering an
acceptable short-term return. We considered total
revenue to be appropriate given the focus of investors on
revenues and top line growth. This provided a wide range
of acceptable materiality levels. In our judgement, the
group is currently experiencing volatile profits or losses
with significant one off costs, and are experiencing
declining revenues however their operations remain
largely consistent each period. We therefore consider
revenue to remain an appropriate benchmark to use. The
materiality of £12.3m is approximately 0.5% of revenue.
ASOS Plc is the ultimate parent entity which
holds the group's investments. Therefore, the
entity is not in itself profit-oriented. We consider
total assets to be an appropriate benchmark as
it reflects the nature of the company, which
primarily acts as a holding company for the
group's investments.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range
of materiality allocated across components was between £4,800,000 and £11,700,000. Certain components were audited to a local
statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £9,200,000 (2024: £10,875,000)
for the group financial statements and £7,900,000 (2024: £6,900,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £615,000 (group
audit) (2024: £725,000) and £530,000 (company audit) (2024: £460,000) as well as misstatements below those amounts that, in our
view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis of
accounting included:
 Assessing management’s going concern model, including the base case and the severe but plausible downside case;
 Testing the reasonableness of key assumptions including sales growth and estimated gross margins based on historical performance
and external market data;
 Considering the magnitude and feasibility of the mitigations available in the downside case and whether these are in the control of
management;
 Considering various aspects of the business model that could impact the group’s liquidity;
 Considering the severity of the downside scenario based on historic experience;
 Reperforming a number of reverse stress tests to determine the magnitude of changes needed to key assumptions to result in there
being no liquidity headroom;
 Assessing the historical reliability of management’s forecasting by comparing budgeted results to actual performance;
 Validating that the cash flow forecasts used to support management’s impairment, going concern and viability assessments were
consistent;
 Reviewing the terms of the new finance facility agreement and the convertible bond agreements ensuring that management’s
calculations of headroom accurately reflected the financial covenants;
 Reviewing the related disclosures in the Annual Report and Accounts.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
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In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the
company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any
form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’
Report for the period ended 31 August 2025 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did
not identify any material misstatements in the Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are
described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
 The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
 The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
 The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to
do so over a period of at least twelve months from the date of approval of the financial statements;
 The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers and why
the period is appropriate; and
 The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and
meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than
an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is
consistent with the financial statements and our knowledge and understanding of the group and company and their environment
obtained in the course of the audit.
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Independent Auditors’ Report to the members of ASOS Plc cont.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:
 The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides
the information necessary for the members to assess the group’s and company’s position, performance, business model and strategy;
 The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
 The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance
with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by
the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also
responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations
related to UK and overseas tax legislation and the Companies Act 2006, and we considered the extent to which non-compliance might
have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation
of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting
inappropriate journal entries to manipulate the financial performance of the group and management bias in accounting estimates and
judgements. Audit procedures performed by the engagement team included:
 Enquiry of management, Internal Audit and the group’s legal counsel around known and suspected fraud and non-compliance with laws
and regulations;
 Assessment of matters reported on the group’s whistleblowing helpline and results of management’s investigation of such matters;
 Identifying and testing higher risk journal entries, in particular certain journal entries posted with unusual account combinations and
journals posted by senior management (none were identified)
 Incorporating elements of unpredictability to the nature or extent of audit procedures performed by us;
 Challenging assumptions made by management in its significant and other key accounting estimates in particular in relation to
inventory provisions; and
 Reviewing financial statement disclosures and testing to supporting documentation.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also,
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will
often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to
enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our
prior consent in writing.
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Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
 we have not obtained all the information and explanations we require for our audit; or
 adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from
branches not visited by us; or
 certain disclosures of directors’ remuneration specified by law are not made; or
 the company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 1 October 2008 to audit the financial
statements for the year ended 31 March 2008 and subsequent financial periods. The period of total uninterrupted engagement is 18
years, covering the years ended 31 March 2008 to 31 August 2025.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial
statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the
National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the
structured digital format annual financial report has been prepared in accordance with those requirements.
Neil Grimes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
21 November 2025
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Financial Statements
Consolidated Income Statement

|  | 52 weeks to 31 August 2025 |  |  | 52 weeks to 1 September 2024 |  |
|  | Adjusting |  |  | Adjusting |
|  |  | items |  |  | items |
| Note | Adjusted | (Note 3) | Total | Adjusted | (Note 3) | Total
|  | £m | £m | £m | £m | £m | £m
Revenue | 4 | 2,464.8 | 13 .0 | 2 , 4 7 7. 8 | 2, 89 6.0 | 9. 8 | 2,90 5.8
Cost of sales |  | (1,302 .8) | (8 . 3) | (1 , 3 1 1 .1) | (1,638. 7) | (1 0 4 . 6) | (1,7 43.3)
Gross profit |  | 1 ,1 6 2 . 0 | 4 .7 | 1 ,1 6 6 .7 | 1 , 2 5 7. 3 | (9 4 . 8) | 1 ,1 6 2 . 5
Distribution expenses |  | (2 6 2 . 3) | – | (2 6 2 . 3) | (32 6 .1) | – | (3 26 .1)
Administrative expenses |  | (93 7.6) | (1 9 5 . 6) | (1 ,1 3 3 . 2) | (1 ,0 1 4 .7) | (1 5 5 . 6) | (1, 170.3)
Other income |  | 5 .7 | 10. 8 | 16.5 | 2.0 | – | 2.0
Operating loss | 6 | (3 2 . 2) | (1 8 0 . 1) | (2 1 2 . 3) | (81 . 5) | (2 5 0 . 4) | (3 3 1 . 9)
Finance income | 8 | 4.8 | – | 4.8 | 12.0 | – | 12.0
Finance expenses | 8 | (7 0 . 8) | (3 . 3) | (74 .1) | (56 . 5) | (2. 9) | (5 9 . 4)
Loss before tax |  | (9 8 . 2) | (183.4) | (2 8 1 . 6) | (126. 0) | (253.3) | (3 7 9 . 3)
Income tax (charge)/credit | 9 | 2 .3 | (1 9 .1) | (1 6 . 8) | 2 .6 | 38 .0 | 4 0.6
Loss for the year |  | (9 5 . 9) | (2 0 2 . 5) | (298.4) | (1 2 3 . 4) | (21 5 . 3) | (3 3 8 . 7)
Loss per share |  |  |  | pence per share |  |  | pence per share
Basic and diluted | 10 |  |  | (2 5 0 .1) |  |  | (2 8 4 . 4)

All activities in the current and prior year are continuing.
The notes on pages 129 to 167 form an integral part of these financial statements.
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Financial Statements
Consolidated Statement of Comprehensive Income

|  | 52 weeks to | 52 weeks to
| Note | 31 August 2025 | 1 September 2024
|  | £m | £m
Loss for the year |  | (298.4) | (3 3 8 .7)
Items that will not be reclassified subsequently to profit or loss |  |  |
Net fair value losses on cash flow hedges | 24 | (3 . 8) | (5 . 2)
Tax on items that will not be reclassified | 9 | (0 .1) | 0.3
|  | (3 . 9) | (4 . 9)
Items that may be reclassified subsequently to profit or loss |  |  |
Net translation movements |  | 1.6 | –
Net fair value gains on cash flow hedges | 24 | 0.4 | 6 .7
Fair value movements reclassified from cash flow hedge reserve to profit or loss | 24 | (1 1 . 3) | (1 3 . 9)
Tax on items that may be reclassified | 9 | 3.4 | 3.7
|  | (5 . 9) | (3 . 5)
Other comprehensive loss for the year |  | (9. 8) | (8 . 4)
Total comprehensive loss for the year |  | (3 0 8 . 2) | (3 4 7. 1)

The notes on pages 129 to 167 form an integral part of these financial statements.
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ASOS Plc Annual Report and Accounts 2025
Financial Statements
Consolidated Balance Sheet

| Note | 31 August 2025 | 1 September 2024
|  | £m | £m
Non-current assets |  |  |
Goodwill and other intangible assets | 11 | 47 3 . 6 | 514 .0
Property, plant and equipment | 12 | 153.4 | 283. 2
Right-of-use assets | 13 | 17 2 .1 | 254.0
Investment properties |  | 6.2 | 7. 1
Investments in associates | 14 | 44.9 | –
Trade and other receivables | 17 | 1.8 | 3 .7
Derivative financial assets | 24 | 0.1 | 0.3
Deferred tax assets | 9 | 4 4 .7 | 62.5
|  | 896.8 | 1 ,1 2 4 . 8
Current assets |  |  |
Inventories | 16 | 402.3 | 520. 3
Assets held for sale | 3 | – | 165.5
Trade and other receivables | 17 | 49.2 | 53 .4
Derivative financial assets | 24 | 1. 2 | 9. 5
Cash and cash equivalents | 18 | 318.9 | 391 .0
Current tax assets |  | 3.7 | 6.7
|  | 775.3 | 1 ,1 4 6 . 4
Current liabilities |  |  |
Trade and other payables | 19 | (6 1 9 . 3) | (67 1 .7)
Borrowings | 20 | (9 6 . 4) | (1. 6)
Lease liabilities | 13 | (2 7. 5) | (2 7 . 2)
Derivative financial liabilities | 24 | (9 . 8) | (6. 6)
Provisions | 21 | (4 . 4) | (2.7)
Current tax liabilities |  | – | (4 . 2)
|  | (7 5 7. 4) | (7 1 4 .0)
Net current assets |  | 1 7. 9 | 432.4
Non-current liabilities |  |  |
Borrowings | 20 | (4 0 7. 2) | (6 8 6 . 5)
Lease liabilities | 13 | (1 9 7. 0) | (2 6 2 . 4)
Derivative financial liabilities | 24 | (0 . 3) | (0. 5)
Provisions | 21 | (9 7. 8) | (8 6 . 5)
|  | (7 0 2 . 3) | (1 , 03 5 . 9)
Net assets |  | 212 .4 | 52 1 .3
Equity attributable to owners of the parent |  |  |
Called up share capital | 22 | 4.2 | 4.2
Share premium | 22 | 32 2.6 | 32 2.6
Other reserves | 22 | 3.6 | 61.9
(Accumulated losses)/retained earnings |  | (118.0) | 1 32.6
Total equity |  | 212 .4 | 52 1 .3

The notes on pages 129 to 167 form an integral part of these financial statements.
The consolidated financial statements of ASOS Plc, registered number 04006623, on pages 114 to 167, were approved by the Board of
Directors and authorised for issue on 21 November 2025 and were signed on its behalf by:
José Antonio Ramos Calamonte Aaron Izzard
Chief Executive Officer Chief Financial Officer
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Financial Statements
Consolidated Statement of Changes in Equity

|  |  |  |  | (Accumulated |
|  | Called up |  |  | losses) |
|  | share | Share | Other | /retained | Total
| Note | capital | premium | reserves | earnings | equity
|  | £m | £m | £m | £m | £m
As at 2 September 2024 |  | 4.2 | 322 .6 | 61.9 | 132.6 | 521 .3
Loss for the year |  | – | – | – | (298 .4) | (298.4)
Other comprehensive loss for the year |  | – | – | (9 . 8) | - | (9 . 8)
Total comprehensive loss forthe year |  | – | – | (9. 8) | (29 8.4) | (3 0 8 . 2)
Cash flow hedges gains and losses transferred to non-financial assets | 24 | – | – | 1.7 | - | 1 .7
Share-based payments charge | 25 | – | – | – | 4.4 | 4.4
Tax relating to share incentive schemes | 9 | – | – | – | 0 .1 | 0 .1
Repurchase and refinance of convertible bond | 20 | – | – | (5 0 . 2) | 43.3 | (6 . 9)
Balance as at 31 August 2025 |  | 4.2 | 322 .6 | 3 .6 | (118. 0) | 212. 4
As at 4 September 2023 |  | 4.2 | 322 .6 | 73 .1 | 4 6 6.8 | 8 6 6 .7
Loss for the year |  | – | – | – | (338 .7) | (3 3 8 . 7)
Other comprehensive loss for the year |  | – | – | (8 . 4) | - | (8 . 4)
Total comprehensive loss forthe year |  | – | – | (8 . 4) | (338.7) | (3 4 7. 1)
Cash flow hedges gains and losses transferred to non-financial assets | 24 | – | – | (2 . 8) | - | (2 .8)
Share-based payments charge | 25 | – | – | – | 4 .6 | 4 .6
Tax relating to share incentive schemes | 9 | – | – | – | (0 .1) | (0 .1)
Balance as at 1 September 2024 |  | 4.2 | 322.6 | 61.9 | 132.6 | 521 . 3

Retained earnings includes the share-based payments reserve and the employee benefit trust reserve.
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Financial Statements
Consolidated Cash Flow Statement

| 52 weeks to | 52 weeks to
| 31 August 2025 | 1 September 2024
| £m | £m
Cash flows from operating activities  |  |
Operating loss | (2 1 2 . 3) | (33 1 . 9)
Adjusted for: |  |
Depreciation of property, plant and equipment, right-of-use assets and investment |  |
properties | 51. 4 | 5 5.0
Amortisation of other intangible assets | 115 .5 | 117 .3
Impairment charges on non-financial assets | 138. 2 | 11 9.9
Share-based payments charge (net of amounts capitalised) | 3.7 | 3.4
Share of associate’s net loss | 0 .1 | –
Gain on disposal of brands | (1 3 . 8) | –
Gain on refinancing | (2 . 6) | –
Other non-cash items | (1 . 8) | (0 .8)
Decrease in inventories | 118. 0 | 2 4 7. 7
Decrease in trade and other receivables | 4.3 | 22.9
Decrease in trade and other payables | (54.5) | (1 8 . 2)
Increase in provisions | 7. 8 | 2.4
Cash generated from operating activities | 15 4.0 | 2 1 7. 7
Net income tax received | 5 .1 | 1 0.3
Net cash generated from operating activities | 1 5 9 .1 | 2 28.0
Cash flows from investing activities |  |
Purchase of other intangible assets | (78.0) | (9 7. 1)
Proceeds from sale of brands | 13 5.0 | –
Purchase of property, plant and equipment | (7. 9) | (3 6 . 4)
Interest received | 5.4 | 11 .3
Net cash generated from/(used in) investing activities | 54.5 | (1 2 2 . 2)
Cash flows from financing activities |  |
Repayment of borrowings | (6 3 . 3) | (0 . 5)
Repurchase of convertible bond | (1 47. 4) | –
Refinancing fees paid | (1 0 . 5) | –
Repayment of principal portion of lease liabilities | (2 5 .7) | (2 5 . 5)
Interest paid | (3 8 . 8) | (42 . 6)
Net cash used in financing activities | (2 8 5 .7) | (6 8 .6)
Net (decrease)/increase in cash and cash equivalents | (7 2 .1) | 37. 2
Opening cash and cash equivalents | 391 .0 | 353.3
Effect of exchange rates on cash and cash equivalents | – | 0.5
Closing cash and cash equivalents | 318.9 | 3 91 .0

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Notes to the Consolidated Financial Statements
1 General information
ASOS Plc (the Company) and its subsidiaries (together, the Group) is a global fashion retailer. The Company is a public limited company
whose shares are publicly traded on the London Stock Exchange. The Company is incorporated and domiciled in the UK and the address
of its registered office is Greater London House, Hampstead Road, London NW1 7FB.
The financial year represents the 52 weeks to 31 August 2025 (prior financial year: 52 weeks to 1 September 2024). The financial
information comprises the results of the Company and its subsidiaries.
Within these consolidated financial statements, 2025 refers to the 52 weeks to 31 August 2025, or as at 31 August 2025; and 2024 refers
to the 52 weeks to 1 September 2024, or as at 1 September 2024.
2 Material accounting policies, judgements and estimates
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards (IFRS)
and with the requirements of the Companies Act 2006 and the Listing Rules as applicable to companies reporting under those standards.
The financial statements have been prepared under the historical cost basis of accounting, excluding derivative financial instruments
which are held at fair value. The financial statements are presented in Sterling and all values are rounded to the nearest hundred
thousand pounds (£0.1m) except where otherwise indicated.
Material accounting policies have been included in the relevant notes to which the policies relate, and those relating to the financial
statements as a whole can be read further below. Unless otherwise stated, material accounting policies have been applied consistently to
all periods presented in the financial statements.
2.2 Going concern
The Directors are satisfied that the Group has sufficient resources to continue in operation for a period of at least 12 months from the
date of approval of the financial statements, and therefore continue to adopt the going concern basis in preparing the financial
statements. To support this assessment, detailed cash flow forecasts were prepared for the 18 month period to February 2027.
In assessing the Group’s going concern position, the Directors have considered the Group’s detailed budgeting and forecasting process
which reflects the Group’s financial performance, position, and cash flows over the going concern period (the base case). These cash flow
forecasts represent the Directors’ best estimate of trading performance and cost implications in the market based on current agreements,
market experience and consumer demand expectations. In conjunction with this, the Directors considered the Group’s business activities and
Principal risks, reviewing the Group’s cash flows, liquidity positions and borrowing facilities for the going concern period.
At 31 August 2025, the Group had £73.6m of convertible bonds maturing in April 2026, £253.0m of convertible bonds maturing in
September 2028, and was fully drawn on the £150.0m term loan with Bantry Bay. In November 2025, the Group entered into agreements
to refinance its term loan facilities. The refinancing will become effective in December 2025, at which point the term loan will be repaid
and the associated revolving credit and accordion facilities with Bantry Bay will be terminated.
The new financing arrangements, provided by a syndicate of private lenders, are comprised of a £150.0m senior term loan and an £87.5m
Delayed Draw Term Loan facility. These new facilities will mature in November 2030. Refer to Note 29 for further information.
As a result of the new financing package, the Group is subject to a minimum cash & cash equivalents threshold of at least £20m. Other
covenants have been considered throughout the assessment, but do not impact on the availability of the facility throughout the
assessment period.
Key assumptions – forecasting business cash flows
The assessment of the Group’s going concern position required significant management judgement, including in determining the key
assumptions that have the greatest impact on forecasts of future business performance and the range of reasonably possible outcomes
of those assumptions. The economic environment has remained challenging with cost of living pressures continuing to impact customer
spending and sentiment. The future impact that the economic environment will have on ASOS performance however is uncertain, so for
the purposes of the Group’s going concern assessment, the Directors have therefore made assumptions on the likely future cash flows in
the uncertain macro environment.
The assumptions considered include the continuation of our improved order economics, as well as a sustained marginal recovery in the
macro trading environment, with the online fashion market assumed to experience low-single-digit % growth on an aggregated basis
across the Group’s key territories. The base case assumes a less aggressive share loss in FY26 than experienced in FY25 as the Group
sees the benefits from the adoption of the new commercial model and continued improvements to the Group’s customer proposition with
YoY sales growth gradually improving vs the FY25 exit rate throughout the assessment period towards mid-single-digit growth by the end
of the assessment. Improvements in adjusted gross margin are included of at least 100bps vs FY25 to 48% to 50%.
Aligned to the Group’s Principal risks, the Directors have also considered various severe but plausible downside scenarios against the
base case, comprising of the following assumptions:
 Sales growth reduction;
 Gross margin reduction; and
 Potential working capital cash impacts.
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2 Material accounting policies, judgements and estimates cont.
The downside scenarios are considered across both FY26 and H1 FY27, with the greater degree of assumption-based improvements and
subsequent volatility in the outer periods commanding more severe downside sensitivities. Sensitivities mapped against the base case
within the downside case are highlighted below:

Downside vs base case | FY26 | H1 FY27
Sales | (7%) | (16%)
Gross margin | (190bps) | (200bps)
Working capital impact (average) | £(121m) | £(105m)

Should the Group see such significant events unfold it has several mitigating actions it can implement to manage its liquidity risk, such as
deferring capital investment spend, deferring or reducing stock intake to match the sales reduction, and implementing further cost
management to maintain a sufficient level of liquidity headroom during the going concern period. The combined impact of the above
downside scenarios and mitigations offers suitable headroom during the going concern period.
Reverse stress tests have also been performed on both the Group’s revenue and gross margin. The tests under consideration hold all
metrics in line with the downside case highlighted above, analysing how far the stress metric would need to decline against the base case
to cause a liquidity event. Such results would have to see over a 20% decline in sales over the base case or an aggregate decline in gross
margin rate from the base case of over 550bps across the entire assessment period. Both are considered remote based on results of
previous significant economic events and recent trading performance, particularly given the significant progress made during FY25
across our strategic priorities.
In assessing the group’s ability to continue as a going concern the Directors have considered climate-related risks as disclosed within the
Sustainability – Planet section on pages 22 to 27. Specifically the disclosed impacts represent unmitigated scenarios that do not reflect
the Group’s proactive risk management or strategic initiatives. Any potential impacts within the going concern period are not considered
material and are significantly lower than the disclosed reasonable worst case that takes into account all matters of which the Group is
currently aware, including potential climate-related impacts, and are within the reverse stress test tolerances. As a result, climate risks
are effectively encompassed within the scenarios already modelled and it is not considered that climate-related risks affect the Group’s
ability to continue as a going concern.
Based on the above, the Directors have concluded that, on the basis of there being liquidity headroom under both the base case and
downside scenarios, and the consideration that the reverse stress test scenario is remote, it is appropriate to adopt the going concern
basis of accounting in the preparation of the Group’s annual financial statements, with no material uncertainty to disclose.
2.3 Climate change within the financial statements
In preparing the Group’s financial statements, consideration has been given to the impact of both physical and transitional climate-related
risks, as described within the Sustainability – Planet section on pages 22 to 27, and how these may impact the financial statements.
The scenarios and time horizons included within the Group’s TCFD disclosures are useful for assessing the Group’s potential climate-
related risks and opportunities, but are based on unmitigated assumptions. This means they explore the potential impacts of climate
change on the business without assuming the implementation of any additional mitigation efforts by either the Group or its stakeholders
(e.g. governments or industries) to reduce the likelihood of these risks being realised. These scenarios are exploratory in nature and are
not predictions or forecasts. They rely on assumptions based on the current understanding of climate trends, recognising that actual
outcomes may vary as policies, technologies, and market responses continue to develop.
The Group has considered the risks within the Delayed Transition scenario, which assumes that global emissions continue to rise until
2030 before a sudden and disruptive policy response is introduced to limit warming to below 2°C. This scenario reflects the most severe
plausible pathway, capturing both the uncertainty associated with limited near-term policy progress and the potential for a later,
disorderly transition. The Net Zero 2050 (1.5°C) scenario has not been considered in preparing the financial statements, as it assumes an
immediate and globally coordinated policy response that is inconsistent with current legislative and industry progress and is therefore
considered highly unlikely to materialise.
It is not believed at this time that these climate-related risks have a material impact on the Group’s financial statements, for which
further narrative has been included within the following notes:
 Going concern – Note 2.2
 Critical accounting judgements and key sources of estimation uncertainty – Note 2.7
 Taxation – Note 9
 Property, plant and equipment – Note 12
 Impairment of non-financial assets – Note 15
 Provisions – Note 21
It is recognised that the uncertainty and complexity of these issues may make it challenging to fully capture their potential impact. The
ongoing assessment of these risks will be refined in future financial statements as they become clearer, taking into account the
requirements of UK-adopted international accounting standards.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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2 Material accounting policies, judgements and estimates cont.
2.4 Basis of consolidation
a) Subsidiaries
Subsidiary undertakings are all entities over which the Group has control. The Group controls an entity where the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to
direct the activities of the entity. The results of subsidiaries are included in the income statement from the date of acquisition or, in the
case of disposals, up to the effective date of disposal. Intercompany transactions and balances between Group companies are
eliminated upon consolidation.
A list of all the subsidiaries of the Group is included on page 174. All apply accounting policies which are consistent with those of the rest
of the Group.
The Employee Benefit Trust and Link Market Trust Services Limited (the Trusts) are separately administered discretionary trusts, the assets
of which mainly comprise shares in the Company. The assets, liabilities, income and costs of the Trusts are consolidated by the Group.
b) Foreign currencies
Foreign currency transactions
The consolidated financial statements are presented in pound Sterling, which is the ultimate Parent Company’s functional currency.
Transactions in foreign currencies are translated into pound Sterling at the exchange rate on the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rate ruling at that date.
Foreign exchange differences arising on translation are recognised in the income statement.
Foreign operations
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into pound Sterling at exchange rates
prevailing at the year-end date. Profits and losses are translated at average exchange rates for the relevant accounting periods.
Exchange differences arising are recognised in the Group statement of comprehensive income/(loss) and are included in the Group’s
translation reserve.
2.5 New accounting standards
The Group adopted the following accounting standards and amendments during the year with no material impact:
 Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback;
 Amendments to IAS 1 – Classification of Liabilities as Current or Non-current, and Non-current liabilities with Covenants; and
 Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements.
New standards and interpretations that are in issue but not yet effective are listed below:
 Amendments to IAS 21 – Lack of Exchangeability;
 Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments;
 IFRS 18 Presentation and Disclosure in Financial Statements;
 IFRS 19 Subsidiaries without Public Accountability: Disclosures; and
 Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture.
The Group has considered the impact of the new standards and revisions that are in issue but not yet effective and have concluded that
they will not have a material impact on the Group’s financial statements, with the exception of IFRS 18 which is under review.
2.6 Alternative Performance Measures (APMs)
In the reporting of financial information, the Directors use various APMs. These APMs should be considered in addition to, and are not
intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not
be directly comparable with other companies’ APMs.
The Directors believe that these APMs provide additional useful information for understanding the financial performance and health of
the Group. They are also used to enhance the comparability of information between reporting periods (such as adjusted profit) by
adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s
performance. Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and
incentive setting purposes.
The income statement shows the items excluded from adjusted profit with a more detailed analysis set out in Note 3. Other APMs that the
Group has focused on in the year are defined and reconciled on pages 175 to 178. All of the APMs relate to the current year’s results and
comparative years.
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2 Material accounting policies, judgements and estimates cont.
2.7 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Group’s financial statements requires the use of judgements, estimates and assumptions in applying the Group’s
accounting policies to determine the reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are continually reviewed and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the current circumstances. Actual results may differ from these estimates. Any
revisions to accounting estimates are applied prospectively. The Audit Committee considers estimates and judgements made by
management, as detailed in the Audit Committee Report on pages 84 to 91.
Critical accounting judgements, apart from those involving estimations, that are applied in the preparation of the consolidated Group
financial statements are discussed below:
 Going concern – refer to Note 2.2
 Identification of adjusting items – refer to Note 3
The identification of lease terms is no longer considered a critical accounting judgement following a reassessment of the Group’s lease
portfolio and reduced complexity in extension and break clause assumptions arising from the decision to vacate the Atlanta fulfilment
centre in 2025 and the Lichfield fulfilment centre in 2024.
The key sources of estimation uncertainty at the reporting year end, that may have a significant risk of causing a material adjustment to
the carrying amount of assets and liabilities within the next financial year are as below:
 Recognition of deferred tax assets – refer to Note 9
 Assumptions in relation to impairment assessment – refer to Note 15
 Inventory provisions – refer to Note 16
Impact of climate change on the Group’s judgements and estimates
In assessing the Group’s judgements and sources of estimation uncertainty, consideration has been given to the impact of climate-
related risks on these. It is not considered that climate-related risks have any material impacts on the Group’s judgements or sources of
estimation uncertainty for the following reasons:

Estimate / judgement | Explanation
Going concern | Refer to Note 2.2
Identification of adjusting items | Relates to in-year activity therefore not impacted by climate change.
Recognition of deferred tax assets | Refer to Note 9
Impairment of non-financial assets | Refer to Note 15
Inventory valuation | Inventory is a current asset, and therefore by definition expected to be sold within one year. The
| Group has considered the FY26 impacts of the considered climate-related risks, and concluded that
| there is not a material risk to inventory valuation.

3 Adjusting items
Income statement

|  | Cost of | Administrative | Other | Finance | Total |  |
| Revenue | sales | expenses | income | expenses | before tax | Tax | Total
2025 | £m | £m | £m | £m | £m | £m | £m | £m
Commercial operating model change | 13.0 | (8.3) | (2.0) | – | – | 2.7 | (0.7) | 2.0
Property-related costs | – | – | (172.5) | – | (3.3) | (175.8) | 37.8 | (138.0)
Other strategic initiatives | – | – | (16.6) | 13.8 | – | (2.8) | (2.4) | (5.2)
Amortisation of acquisition intangibles | – | – | (4.5) | (3.0) | – | (7.5) | 1.1 | (6.4)
Unrecognised deferred tax assets | – | – | – | – | – | – | (54.9) | (54.9)
| 13.0 | (8.3) | (195.6) | 10.8 | (3.3) | (183.4) | (19.1) | (202.5)

|  | Cost of | Administrative | Other | Finance | Total |  |
| Revenue | sales | expenses | income | expenses | before tax | Tax | Total
2024 | £m | £m | £m | £m | £m | £m | £m | £m
Commercial operating model change | 9.8 | (104.6) | – | – | – | (94.8) | 23.6 | (71.2)
Property-related costs | – | – | (141.5) | – | (2.9) | (144.4) | 36.1 | (108.3)
Other strategic initiatives | – | – | (3.4) | – | – | (3.4) | 0.9 | (2.5)
Amortisation of acquisition intangibles | – | – | (10.7) | – | – | (10.7) | 2.7 | (8.0)
Unrecognised deferred tax assets | – | – | – | – | – | – | (25.3) | (25.3)
| 9.8 | (104.6) | (155.6) | – | (2.9) | (253.3) | 38.0 | (215.3)

Financial Statements
Notes to the Consolidated Financial Statements cont.
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3 Adjusting items cont.
Cash flow statement

| 2025 | 2024
| £m | £m
Commercial operating model change | 9.0 | 0.2
Property-related costs | (10.6) | –
Other strategic initiatives | (17.6) | (20.4)
Total adjusting items within operating cash flows | (19.2) | (20.2)

Of the net cash outflow in the current year, £7.8m relates to net expenditure incurred in the prior year.
Commercial operating model
In 2023, the Group approved the introduction of a new commercial operating model, which involves a more disciplined approach to intake,
increased speed to market and clearing product more quickly to reduce the Group’s inventory requirement, increase full-price sales and
hence gross margin, and improve customer engagement. To unlock these benefits, the Group has had to clear old stock acquired under
its previous ways of working via clearance routes, with additional costs recognised across 2023 and 2024 of £228.0m relating to
inventory write-downs. The Group is now operating fully on the new model. The amounts recognised this year reflect the clearance of
inventory, including the release of inventory provisions and stronger income per unit of inventory sold through clearance routes.
Property-related costs
In January 2025, the Group announced its intention to vacate the Atlanta fulfilment centre following the completion of the site’s
automation project during the current year. While the site is not yet being actively marketed, the Group has initiated steps to vacate and
mothball the facility. As a result, costs of £179.3m have been incurred during the year (2024: £147.5m related to mothballing the Lichfield
fulfilment centre). These costs are detailed below. Comparative amounts relate to similar costs recognised in the prior year for the
closure of the Lichfield site.

| 2025 | 2024
| £m | £m
| Atlanta | Lichfield
Impairment of property, plant and equipment (a) | (108.8) | (97.7)
Impairment of intangible assets (a) | (6.6) | (2.2)
Impairment of right-of-use assets (a) | (26.4) | (15.8)
Impairment of investment properties | – | (4.2)
Non-capitalised asset spend (b) | (16.5) | (16.5)
Onerous occupancy costs (c) | (14.0) | (5.3)
Other costs to vacate (d) | (7.0) | (5.8)
| (179.3) | (147.5)
Other property-related costs |  |
Recognition of net investment in lease receivable | – | 4.4
Reversal of impairment of right-of-use assets (e) | 5.7 | –
Other | (2.2) | (1.3)
Total property-related costs | (175.8) | (144.4)

a) Impairment of assets following the decision to vacate the site. The recoverable amount for Atlanta was determined to be £nil on the
basis that the site has been mothballed (Lichfield: £nil).
b) Following the decision to vacate the site, management concluded that committed spend to complete the automation project was not
eligible for capitalisation on the basis that it was no longer probable that the spend would result in future economic benefits.
Therefore, the committed spend has been recognised in the income statement. Prior to the decision to vacate, the spend incurred was
considered capital.
c) Onerous contract costs are those costs that the Group is contractually committed to due to being party to a lease on a site agreed to
be exited. Upon initial recognition of such provisions, management uses its best estimates of the relevant costs to be incurred as well
as expected closure dates. This excludes business rates on leased property which are recognised in the year they are incurred.
d) Includes costs associated with vacating sites, such as severance, supplier termination and stock transfers.
e) Reversal of impairment losses previously recognised in 2023, as a result of the reoccupation of a previously vacated office space.
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3 Adjusting items cont.
Other strategic initiatives

| 2025 | 2024
| £m | £m
Restructuring (a) | (15.7) | –
Refinancing (b) | 2.6 | –
Disposal of brand (c) | 13.8 | (3.4)
Other (d) | (3.5) | –
| (2.8) | (3.4)

a) Restructuring costs of £15.7m were recognised during the year as part of the Group’s strategic focus on driving operational
efficiency. These costs reflect a range of reorganisation activities across the business, including changes to leadership structures and
functional realignments.
b) During the year, the Group launched a refinancing exercise of the Convertible Bonds due 2026 and secured an amendment and
extension of its existing facilities with Bantry Bay Capital. The associated debt modification and transaction fees incurred resulted in a
net impact of £2.6m to administrative expenses. Refer to Note 20 for further information.
c) Net gain on disposal of the Topshop/Topman brands to Heartland A/S during the year. The impact of the disposal on the Group’s
accounts is shown below:

| Income Statement | Cash flows
| £m | £m
Consideration |  |
Cash | 135.0 | 135.0
Shares in associate entity (Note 14) | 45.0 | –
| 180.0 | 135.0
Less: brands disposed (classified as assets held for sale) | (165.5) | –
Transaction costs 1 | (0.7) | (2.1)
Gain on disposal / cash flow on disposal | 13.8 | 132.9

1 Transaction costs of £1.4m were accrued in the prior year.
d) Included within Other is a charge relating to ongoing legal proceedings in an overseas territory. The Group has previously reported a
contingent liability in relation to this matter. Following constructive engagement with the claimants, management has estimated the
potential cost of settlement.
Amortisation of acquired intangible assets
The amortisation of acquired intangible assets is adjusted for as the acquisition that the amortisation relates to was outside business-
as-usual operations for ASOS. These assets would not normally be recognised outside of a business combination, therefore the
associated amortisation is adjusted.
Additionally included is £3.0m representing the Group’s share of the associate’s post-tax results attributable to the amortisation of
acquired intangible assets.
Unrecognised deferred tax assets
Deferred tax assets of £74.6m were not recognised in the year and were instead recognised in the income statement. Of the amounts
not recognised, £54.9m was attributed to adjusting items. Further information is included in Note 9.
Critical accounting judgements
Identification of adjusting items
In order to provide shareholders with additional insight into the year-on-year performance of the business, an adjusted measure of
profit is provided to supplement the reported IFRS numbers, and reflects how the business measures performance internally.
Adjusting items are those which are significant in amount, either individually or in aggregate, and arise from events or transactions
that are not in the ordinary course of business, and are therefore excluded from adjusted profit measures to provide clearer
comparability between periods.
The assessment of whether to adjust certain items requires judgement, and covers the nature of the item, the cause of its occurrence
and the scale of impact of that item on reported performance and individual financial statement line items, as well as consistency with
prior periods. The same assessment is applied consistently to any reversals of prior adjusting items. Adjusted profit before tax is not
an IFRS measure and therefore not directly comparable to other companies.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
4 Revenue

| 2025 | 2024
| £m | £m
Retail sales | 2,339.5 | 2,748.9
Premier subscription revenue | 16.9 | 21.1
Marketing and other services | 53.5 | 43.3
Delivery receipts | 55.5 | 62.6
Wholesale revenue | 12.4 | 29.9
Total revenue | 2,477.8 | 2,905.8

1 Marketing and other services includes commission and jobber income.
2 Jobber income of £11.6m has been reclassified in the comparative period from Retail sales to Marketing and other services, to conform with the current year’s presentation.
Material accounting policies
Revenue recognition
Revenue arises from the sale of goods and services in the ordinary course of the Group’s activities, net of returns, related discounts
and value added taxes. Revenue is recognised when performance obligations are satisfied, at the transaction price allocated to
that obligation.
Retail sales
Retail sales represent the majority of the Group’s revenue and consist of internet sales. Revenue for goods is recognised on dispatch
to the customer instead of delivery to the customer for practical reasons. The impact of this is assessed at each reporting period and
is immaterial to Group revenue and profits. Where consideration has been received in advance of the performance obligation being
satisfied (such as gift card sales or unshipped sales), a contract liability is recognised.
Returns are provided for as a reduction to revenue when sales are recorded, based on management’s best estimate of the amount
required, taking into account historical trends and past experience. A refund liability is recognised within trade and other payables,
and a separate right of return asset is recognised and included within inventory which represents the right to recover product from
the customer.
Revenue from other services
Revenue from other services relates to premier subscription revenue, marketing revenue earned from the website, commission
revenue, delivery receipt payments, revenue from wholesale sales and jobber income.
Revenue relating to the Group’s ASOS Premier subscription (which spans a year) is recognised on a straight-line basis throughout the
year’s subscription. Revenue from marketing services is recognised as performance obligations are completed in line with the terms
and conditions of each contract.
Commission revenue relates to the sale of third-party products where it has been determined that the Group is acting as an agent.
Sales commission from third parties is recognised when the related goods or services are sold.
In line with retail sales, delivery receipts and wholesale revenue are recognised on dispatch to the customer instead of at delivery.
The impact is not material to the Group’s results.
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5 Segmental analysis
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reporting on components of the Group
that are regularly reviewed by the Chief Operating Decision-Maker to allocate resources to the segments and to assess their
performance.
The Chief Operating Decision-Maker has been determined to be the Management Committee. It is the Management Committee that
reviews the Group’s internal reporting in order to assess performance and allocate resources across the business. In doing so, the
Management Committee reviews performance across the Group via a number of sources, comprising regular monthly management
accounts, and ad hoc analysis that provides deep dives into different areas, including territory, brands and revenue streams.
In determining the Group’s operating segments, management has considered the level of information which is regularly reviewed by the
Management Committee. Information regularly reviewed by the Management Committee is at a consolidated Group level only, with some
disaggregated revenue information and associated metrics provided for the geographical territories of the UK, the US, Europe and the
Rest of World. However, decisions on resource allocation are not made based on this information. Such decisions are made on ad hoc
analysis, separately provided to the Management Committee, and does not constitute information that is either regularly provided to,
nor reviewed by, the Management Committee. As a result, it has been concluded that the Group has only one operating segment (the
Group level).
The following sets out the Group’s revenue in the key geographic markets in which customers are located:

|  |  | 2025 |  |
|  |  |  | Rest of |
| UK | EU | US | World | Total
| £m | £m | £m | £m | £m
Retail sales | 1,137.0 | 788.1 | 236.0 | 178.4 | 2,339.5
Revenue from other services | 74.8 | 31.2 | 21.7 | 10.6 | 138.3
Total revenue | 1,211.8 | 819.3 | 257.7 | 189.0 | 2,477.8
Cost of sales |  |  |  |  | (1,311.1)
Gross profit |  |  |  |  | 1,166.7
Distribution expenses |  |  |  |  | (262.3)
Administrative expenses |  |  |  |  | (1,133.2)
Other income |  |  |  |  | 16.5
Operating loss |  |  |  |  | (212.3)
Finance income |  |  |  |  | 4.8
Finance expenses |  |  |  |  | (74.1)
Loss before tax |  |  |  |  | (281.6)
Non-current assets | 693.0 | 154.9 | 4.1 | – | 852.0

|  |  | 2024 |  |
| UK | EU | US | Rest of World | Total
| £m | £m | £m | £m | £m
Retail sales | 1,262.3 | 974.3 | 298.2 | 214.1 | 2,748.9
Revenue from other services | 71.3 | 34.1 | 40.6 | 10.9 | 156.9
Total revenue | 1,333.6 | 1,008.4 | 338.8 | 225.0 | 2,905.8
Cost of sales |  |  |  |  | (1,743.3)
Gross profit |  |  |  |  | 1,162.5
Distribution expenses |  |  |  |  | (326.1)
Administrative expenses |  |  |  |  | (1,170.3)
Other income |  |  |  |  | 2.0
Operating loss |  |  |  |  | (331.9)
Finance income |  |  |  |  | 12.0
Finance expenses |  |  |  |  | (59.4)
Loss before tax |  |  |  |  | (379.3)
Non-current assets | 703.8 | 175.0 | 183.2 | – | 1,062.0

1 Excludes derivative financial assets and deferred tax assets.
Due to the nature of its activities, the Group is not reliant on any individual major customers.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
6 Operating loss
Operating loss is stated after charging/(crediting):

| 2025 | 2024
| £m | £m
Depreciation and amortisation: |  |
Property, plant and equipment | 26.7 | 28.9
Right-of-use assets | 24.0 | 25.1
Investment properties | 0.7 | 1.0
Other intangible assets | 115.5 | 117.3
Impairment of non-financial assets: |  |
Property, plant and equipment | 109.5 | 97.7
Right-of-use assets | 20.7 | 15.8
Investment properties | 0.1 | 4.2
Other intangible assets | 7.9 | 2.2
Onerous contract charges | 13.0 | 5.3
Net foreign exchange gains | 3.6 | 2.1
Expenses relating to short-term leases | 0.9 | 1.0
Expenses relating to leases of low value assets | 0.1 | 0.3
Sub-let income relating to leases under IFRS 16 | (1.3) | (1.5)
Gain on recognition of net investment in lease receivables | – | (4.4)

| 2025 | 2024
| £m | £m
Auditors’ remuneration: |  |
Audit services: |  |
Statutory audit of parent company and consolidated financial statements | 1.1 | 1.4
Statutory audit of the Company’s subsidiaries pursuant to legislation | 0.2 | 0.2
| 1.3 | 1.6

Costs relating to the audit of the Parent Company are borne by ASOS.com Limited. The policy for the approval of non-audit fees is set
out in the Audit Committee Report on pages 84 to 90. Costs related to non-audit services provided by the Group’s auditors were £0.2m
(2024: £1.0m).
7 Employee costs
7.1 Employee benefit expenses

| 2025 | 2024
| £m | £m
Wages and salaries including bonus and termination benefits | 182.9 | 186.1
Social security costs | 22.0 | 21.6
Pension costs | 7.7 | 7.7
Share-based payment charges | 4.4 | 4.6
Gross total | 217.0 | 220.0
Less: staff costs capitalised to intangible assets and property, plant and equipment | (55.7) | (64.6)
Total employee benefit expenses | 161.3 | 155.4

7.2 Average employee numbers (including Directors)

| 2025 | 2024
| Number | Number
By activity: |  |
Fashion | 923 | 921
Operations | 1,271 | 1,168
Technology | 780 | 938
| 2,974 | 3,027

Details of key management compensation can be found in Note 26 and within the Directors’ Remuneration Report on pages 97 to 108.
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8 Finance income and expenses

| 2025 | 2024
| £m | £m
Finance income |  |
Interest on deposits | 4.8 | 12.0
Finance expenses |  |
Interest on borrowings | (66.9) | (58.5)
IFRS 16 lease interest | (6.4) | (5.5)
Provisions – unwind of discount | (3.8) | (3.1)
Interest capitalised | 3.0 | 7.7
Total finance expenses | (74.1) | (59.4)
Net finance expenses | (69.3) | (47.4)

Material accounting policies
Finance income and expenses are recognised in the consolidated income statement for financial instruments measured at amortised
cost, using the effective interest rate method.
Finance expenses directly attributable to the acquisition or construction of qualifying assets are capitalised. Qualifying assets are
those that necessarily take a substantial period of time to prepare for their intended use.
9 Taxation
9.1 Income statement

| 2025 | 2024
| £m | £m
Current year UK tax | – | –
Current year overseas tax | 0.6 | 3.6
Adjustment in respect of prior year corporation tax | (5.5) | (4.4)
Total current tax credit | (4.9) | (0.8)
Origination and reversal of temporary differences | 15.3 | (42.4)
Adjustment in respect of prior years | 6.4 | 2.6
Total deferred tax charge/(credit) | 21.7 | (39.8)
Total income tax charge/(credit) in income statement | 16.8 | (40.6)
Analysed as: |  |
Tax on adjusted loss | (2.3) | (2.6)
Tax on adjusting items | 19.1 | (38.0)
Total income tax charge/(credit) in income statement | 16.8 | (40.6)
Effective tax rate | (6.0%) | 10.7%

Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
9 Taxation cont.
Reconciliation of tax credit
The effective tax rate of (6.0%) (2024: 10.7%) is lower than (2024: lower than) the rate of corporation tax in the UK of 25.0% (2024: 25.0%).
The differences are explained below:

| 2025 | 2024
| £m | £m
Loss before tax | (281.6) | (379.3)
Tax on loss at standard rate of UK corporation tax of 25% (2024: 25%) | (70.4) | (94.8)
Effects of: |  |
Expenses not deductible for taxation purposes | 9.7 | 2.0
Rate differences: overseas tax | 0.9 | 0.2
Tax adjustments on share-based payments | 0.9 | 1.3
Adjustment in respect of prior years | 1.1 | (1.6)
Unrecognised deferred tax assets | 74.6 | 52.3
Total income tax charge/(credit) in the income statement | 16.8 | (40.6)

Expenses not deductible for taxation purposes includes £4.0m in respect of non-capitalised asset spend following the decision during the
year to vacate the Atlanta fulfilment centre. Refer to Note 3 for further information.
Pillar two disclosures
2025 is the first year that ASOS falls within the scope of the Pillar Two income taxes legislation. Under this legislation, the Parent
Company is required to pay, in the UK, top-up tax on profits of its subsidiaries and any UK profits that are taxed at an effective tax rate
below 15%. This legislation is not anticipated to have a material impact on the financial position of the Group, as the jurisdictions in which
the Group operates, including the UK, apply tax rates above 15%.
For the year ended 31 August 2025, the transitional safe harbour provisions apply, and no top-up taxes have arisen. The Group continues
to assess the impact of the Pillar Two income taxes legislation on its future financial performance, and has not recognised any deferred
tax assets or liabilities related to Pillar two income taxes, in accordance with the temporary exception issued by the IASB in May 2023.
9.2 Tax recognised in other comprehensive income

| 2025 | 2024
| £m | £m
Deferred tax credit on movement of derivative financial instruments | (3.3) | (4.0)

9.3 Tax recognised in the statement of changes in equity

| 2025 | 2024
| £m | £m
Deferred tax (credit)/charge on movement in tax base of share awards | (0.1) | 0.1

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9 Taxation cont.
9.4 Deferred tax analysis
The movements in deferred tax assets and liabilities during the year, prior to the offsetting of the balances within the same tax jurisdiction,
are shown below:

| Accelerated |  | Derivatives |  | Corporate | Research and |  |
| capital | Share-based | and foreign |  | Interest | development |  |
| allowances | payments | exchange | Losses | Restriction | expenditure credit | Other | Total
| £m | £m | £m | £m | £m | £m | £m | £m
As at 2 September 2024 | (23.7) | (0.9) | (1.7) | 88.8 | 23.7 | (16.8) | (6.9) | 62.5
Credit/(charge) to income statement | 32.3 | 0.4 | – | (71.4) | 3.2 | 2.3 | 11.5 | (21.7)
Credit to other comprehensive income | - | - | 3.3 | – | – | – | – | 3.3
Credit to equity | - | 0.1 | – | – | – | – | – | 0.1
Balance sheet reclass | - | - | – | – | – | 0.5 | – | 0.5
As at 31 August 2025 | 8.6 | (0.4) | 1.6 | 17.4 | 26.9 | (14.0) | 4.6 | 44.7
As at 4 September 2023 | (34.3) | (0.2) | (5.7) | 84.9 | – | (19.9) | (7.0) | 17.8
Credit/(charge) to income statement | 10.6 | (0.6) | – | 3.9 | 23.7 | 2.1 | 0.1 | 39.8
Credit to other comprehensive income | - | - | 4.0 | – | – | – | – | 4.0
Charge to equity | - | (0.1) | – | – | – | – | – | (0.1)
Balance sheet credit for withheld tax | - | - | – | – | – | 1.0 | – | 1.0
As at 1 September 2024 | (23.7) | (0.9) | (1.7) | 88.8 | 23.7 | (16.8) | (6.9) | 62.5

The other deferred tax liability comprises:

| 2025 | 2024
| £m | £m
Unpaid pension expenses | 0.2 | 0.4
Capitalised borrowing costs | (3.0) | (5.8)
Temporary differences arising on acquired customer relationships | – | (3.4)
Temporary deductions arising on the amortisation of acquired brands | – | (1.1)
Temporary differences arising as a result of IFRS 16 | 4.0 | 3.0
Dilapidation provisions | 4.0 | –
Other | (0.6) | –
| 4.6 | (6.9)

Deferred tax assets and liabilities have been offset where they are due to reverse in the same jurisdiction. The following is the analysis of
the deferred tax balances (after offset):

| 2025 | 2024
| £m | £m
Deferred tax – US | 7.4 | 3.2
Deferred tax – UK | 37.3 | 59.3
| 44.7 | 62.5

9.5 Climate change
The Group has considered the potential impacts of climate risks as disclosed within the Sustainability – Planet section on pages 22 to 27.
While estimated impacts to either revenue or costs (and therefore profit) are noted, they are significantly lower than the existing risk
adjustments already applied (refer to the key sources of estimation uncertainty – recognition of deferred tax assets section on the
following page for further information), which are used to factor in a range of uncertainties and financial sensitivities, including potential
climate-related impacts. As a result climate risks are effectively encompassed within the broader risk adjustments already applied, and
it is not considered that climate change-related risks result in any changes to the recognition of deferred tax assets.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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9 Taxation cont.
Material accounting policies
Current tax
Current tax is accounted for on the basis of tax laws enacted or substantively enacted at the balance sheet date. Current tax is
charged or credited to the income statement, except when it relates to items charged to equity or other comprehensive income.
Deferred tax
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset realised based
on the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited to the
income statement, except when it relates to items charged or credited directly to equity or other comprehensive income.
Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Current and deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority, on
either the taxable entity or different taxable entities, and where there is an intention to settle the balances on a net basis.
Key sources of estimation uncertainty
Recognition of deferred tax assets
In accordance with IAS 12 Income Taxes, the Company recognises deferred tax assets to the extent that it is probable that future
taxable profit will be available, against which the deductible temporary differences and the carry-forward of unused tax losses can
be utilised. In line therefore with the judgements and estimates disclosed with going concern (refer to Note 2.2) and impairment (refer
to Note 15), the recognition of deferred tax assets requires the Group to make significant estimates about the future profitability of
its operations.
In determining the amount of deferred tax assets recognised, management makes estimates of future taxable profits and the
likelihood of their being recovered within a reasonably foreseeable timeframe, being a minimum of five years, aligned to the Group’s
strategic planning process. In making these estimates, management considers the current and projected financial performance of the
Group, including profit margins, revenue growth, and cost management strategies, which are derived from management forecasts
and consistent with those used as part of the Group’s going concern and impairment assessments. Risk adjustments are then applied,
with a greater adjustment applied to periods where there is less evidence of profits, in particular, those further in the future. The
Group also considers the timing and amount of deductible temporary differences. As at 31 August 2025, the Group has net deferred
tax assets of £171.6m, of which £44.7m have been recognised. Deferred tax assets relating to temporary differences and unused tax
losses of £507.9m (£126.9m tax effected) have not been recognised.
The deferred tax assets have no expiry date and the Group believes that it is probable that future taxable profits, together with
the reversal of existing temporary differences, will be sufficient to utilise the recognised deferred tax assets, however actual
outcomes could differ from these estimates due to changes in the factors mentioned above. A movement of +/-10% in forecast
taxable profits would increase/(decrease) the amount of deferred tax assets recognised by £6.7m/£(6.4m), and is considered a
reasonable possible change.
The unrecognised deferred tax assets relate to losses on a mix of adjusted and non-adjusted items. Therefore, the £74.6m charge
relating to unrecognised deferred tax assets has been apportioned between adjusted and reported profit in proportion to the total
tax losses arising within each category, with £54.9m recognised outside adjusted profit, and £19.7m within adjusted profit.
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10 Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of the Parent Company ASOS Plc by the weighted
average number of ordinary shares in issue during the year. Own shares held by the Employee Benefit Trust and Link Market Trust are
excluded from the weighted average number of ordinary shares.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue for the effects of all
potentially dilutive ordinary shares. However, as the Group incurred a loss during the year, the impact of potential ordinary shares is
anti-dilutive and therefore has not been included in the calculation of diluted loss per share. As a result, basic and diluted loss per share
are the same for the current year.

| 2025 | 2024
Weighted average number of shares in issue – basic and diluted | 119,294,826 | 119,085,260
Loss for the year (£m) | (298.4) | (338.7)
Basic and diluted loss per share (pence per share) | (250.1) | (284.4)

11 Goodwill and other intangible assets

|  | Brands and |  |  |  |
|  | domain | Customer |  | Assets under |
| Goodwill | names | relationships | Software | construction | Total
| £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |
As at 2 September 2024 | 35.5 | 31.7 | 24.4 | 966.2 | 14.8 | 1,072.6
Additions | – | – | – | 75.7 | 7.3 | 83.0
Transfers | – | – | – | 8.7 | (8.7) | –
As at 31 August 2025 | 35.5 | 31.7 | 24.4 | 1,050.6 | 13.4 | 1,155.6
Accumulated amortisation and impairment |  |  |  |  |  |
As at 2 September 2024 | 0.3 | 5.1 | 10.8 | 539.9 | 2.5 | 558.6
Amortisation expense | – | 1.4 | 3.0 | 111.1 | – | 115.5
Impairment charge | – | – | – | 3.1 | 4.8 | 7.9
As at 31 August 2025 | 0.3 | 6.5 | 13.8 | 654.1 | 7.3 | 682.0
Net book value at 31 August 2025 | 35.2 | 25.2 | 10.6 | 396.5 | 6.1 | 473.6
Cost |  |  |  |  |  |
As at 4 September 2023 | 35.5 | 219.6 | 24.4 | 863.5 | 19.0 | 1,162.0
Additions | – | – | – | 90.6 | 7.9 | 98.5
Transfer to assets held for sale | – | (187.9) | – | – | – | (187.9)
Transfers | – | – | – | 12.1 | (12.1) | –
As at 1 September 2024 | 35.5 | 31.7 | 24.4 | 966.2 | 14.8 | 1,072.6
Accumulated amortisation and impairment |  |  |  |  |  |
As at 4 September 2023 | 0.3 | 19.8 | 7.8 | 431.5 | 2.1 | 461.5
Amortisation expense | – | 7.7 | 3.0 | 106.6 | – | 117.3
Transfer to assets held for sale | – | (22.4) | – | – | – | (22.4)
Impairment charge | – | – | – | 1.8 | 0.4 | 2.2
As at 1 September 2024 | 0.3 | 5.1 | 10.8 | 539.9 | 2.5 | 558.6
Net book value at 1 September 2024 | 35.2 | 26.6 | 13.6 | 426.3 | 12.3 | 514.0

Intangible assets under construction relates to spend on software-based projects, including the enhancement of the Group’s mobile
apps/website, and other software. No individual projects are material in value.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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11 Goodwill and other intangible assets cont.
Material accounting policies
Goodwill
Goodwill represents the excess of the fair value of the consideration of an acquisition over the fair value of the Group’s share of the
net identifiable assets of the business combinations at the date of acquisition. Goodwill is considered to have an indefinite useful life.
Goodwill is tested for impairment annually and again whenever indicators of impairment are detected and is carried at cost less any
provision for impairment.
Brands and customer relationships
Acquired brands and customer relationships are initially recognised at fair value as part of a business combination. These are
subsequently amortised based on their expected useful lives on a straight-line basis. Amortisation is included within administrative
expenses in the consolidated income statement. These assets are assessed for impairment if there is a triggering event. Any
impairment in value is charged to the consolidated income statement in the year in which it occurs. Acquired brands and customer
relationships relate to the HIIT and Miss Selfridge brand names and wholesale customer relationships acquired from the Arcadia
Group and are amortised over their expected useful lives of between 8 and 30 years.
Software
Capitalised software development costs are stated at historic cost less accumulated amortisation and impairment. Amortisation is
calculated on a straight-line basis over the assets’ expected economic lives of between 3 to 15 years and recognised within
administrative expenses in the consolidated income statement.
The cost of acquiring and developing software that is not integral to the related hardware is capitalised separately as an intangible
asset. This does not include internal website development and maintenance costs, which are expensed as incurred unless representing
a technological advance leading to future economic benefit. Capitalised software costs include external direct costs of material and
services and the payroll and payroll-related costs for employees who are directly associated with the project.
For Software as a Service (SaaS) arrangements configuration and customisation costs are capitalised in the following instances as
intangible assets within software:
 The Group has both a contractual right to take possession of the software at any time without significant penalty, and the ability to
run the software independently of the host vendor.
 The costs incurred meet the definition of and recognition criteria for an intangible asset. This includes, for example, the
development of software code that enhances or modifies, or creates additional capability to, existing systems controlled by
the Group.
Where these conditions are not met, costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud
provider’s application software, are recognised as operating expenses when the services are received.
Assets under construction
Software under development is held at cost less any recognised impairment loss.
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12 Property, plant and equipment

| Fixtures, |  |  |
| fittings, plant and |  | Assets under |
| machinery | Computer hardware | construction | Total
| £m | £m | £m | £m
Cost |  |  |  |
As at 2 September 2024 | 412.1 | 45.3 | 150.9 | 608.3
Additions | 2.4 | 0.6 | 3.5 | 6.5
Disposals | – | – | (0.1) | (0.1)
Transfers | 0.3 | – | (0.3) | –
As at 31 August 2025 | 414.8 | 45.9 | 154.0 | 614.7
Accumulated depreciation and impairment |  |  |  |
As at 2 September 2024 | 218.9 | 37.9 | 68.3 | 325.1
Depreciation expense | 21.9 | 4.8 | – | 26.7
Impairment charge | 22.6 | 1.7 | 85.2 | 109.5
As at 31 August 2025 | 263.4 | 44.4 | 153.5 | 461.3
Net book value at 31 August 2025 | 151.4 | 1.5 | 0.5 | 153.4
Cost |  |  |  |
As at 4 September 2023 | 410.7 | 43.0 | 109.2 | 562.9
Additions | 1.2 | 4.0 | 42.0 | 47.2
Disposals | – | (1.8) | – | (1.8)
Transfers | 0.2 | 0.1 | (0.3) | –
As at 1 September 2024 | 412.1 | 45.3 | 150.9 | 608.3
Accumulated depreciation and impairment |  |  |  |
As at 4 September 2023 | 165.4 | 32.1 | 2.8 | 200.3
Depreciation expense | 22.5 | 6.4 | – | 28.9
Disposals | – | (1.8) | – | (1.8)
Impairment charge | 31.0 | 1.2 | 65.5 | 97.7
As at 1 September 2024 | 218.9 | 37.9 | 68.3 | 325.1
Net book value at 1 September 2024 | 193.2 | 7.4 | 82.6 | 283.2

Refer to Note 3 for details of impairments.
12.1 Interest capitalised

| 2025 | 2024
| £m | £m
Included within additions | 3.0 | 7.7
Accumulated capitalised interest (net of disposals) included within cost | 17.7 | 14.7
Accumulated capitalised interest (net of disposals) held within net book value | – | 9.3
Capitalisation rate | 7.8% | 7.9%

The accumulated capitalised interest held within net book value is £nil at year end, following the impairment of the Atlanta fulfilment
centre which was the only qualifying asset containing capitalised interest.
12.2 Climate change
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. This includes
consideration over climate-related risks which may impact the useful lives of the Group’s assets, such as the impact of acute weather
events on fulfilment centres. During the period, no changes were made to the remaining useful lives of the Group’s assets as a result of
climate-related risks.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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12 Property, plant and equipment cont.
Material accounting policies
Carrying value
Property, plant and equipment is stated at historical cost less accumulated depreciation and any recognised provision for impairment.
Capital work in progress is held at cost less any recognised provision for impairment. Cost includes the original purchase price of the
asset and the costs attributable to bringing the asset to its working condition for intended use.
Depreciation
Property, plant and equipment is depreciated on a straight-line basis to its residual value over its anticipated economic useful life of:

Fixtures, fittings, plant and machinery | 5 to 15 years
Computer hardware | 3 to 5 years

Impairment
Property, plant and equipment are tested for impairment in accordance with the policy for impairment of non-financial assets
disclosed in Note 15.
13 Leases
The Group currently holds leases for its fulfilment centres and office space. Leases typically run for terms of between 10 and 20 years
and may include break clauses or options to renew beyond the non-cancellable period. The majority of the Group’s leases are subject to
market review, usually every 5 years.
13.1 Right-of-use assets

| 2025 | 2024
| £m | £m
At the beginning of the year | 254.0 | 295.2
Remeasurements / modifications | (42.2) | (11.2)
Depreciation expense | (24.0) | (25.1)
Impairment charge | (20.7) | (15.8)
Change in dilapidations estimate | 1.5 | 13.8
Foreign exchange differences | 3.5 | (2.9)
At the end of the year | 172.1 | 254.0

Right-of-use assets comprise entirely of leases for land and buildings.
13.2 Lease liabilities

| 2025 | 2024
| £m | £m
At the beginning of the year | 289.6 | 329.0
Remeasurements / modifications | (42.2) | (9.9)
Payments | (32.1) | (31.0)
Interest expense | 6.4 | 5.5
Foreign exchange differences | 2.8 | (4.0)
At the end of the year | 224.5 | 289.6
Current | 27.5 | 27.2
Non-current | 197.0 | 262.4
Total lease liabilities | 224.5 | 289.6

Remeasurements / modifications to the lease liability balance are primarily driven by lease term reassessments during the year, as the
Group reassessed its likelihood to exercise certain extension options, including those relating to the Atlanta fulfilment centre.
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13 Leases cont.
13.3 Maturity analysis for lease liabilities

| 2025 | 2024
| £m | £m
Contractual undiscounted cash flows |  |
Within one year | 33.7 | 32.7
Within two to five years | 117.4 | 121.8
Within five to ten years | 86.5 | 114.1
Within ten to fifteen years | 13.5 | 37.4
In more than fifteen years | – | 13.8
| 251.1 | 319.8
Future finance charge on lease liabilities | (26.6) | (30.2)
Present value of future leases | 224.5 | 289.6

Material accounting policies
Right-of-use assets
Right-of-use assets are recognised at cost on the commencement date of the lease, when the underlying asset is available for use. The
cost of right-of-use assets comprises the amount of lease liabilities recognised, any initial direct costs incurred, lease payments made
at or before the commencement date and less any lease incentives received. Right-of-use assets are subsequently measured at cost,
less any accumulated depreciation and impairment losses, and adjusted for any subsequent remeasurement of lease liabilities and
dilapidation provisions.
The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the
lease term.
Lease liabilities
Lease liabilities are recognised on the commencement date of the lease and are measured at the present value of lease payments to
be made over the lease term, discounted using an incremental borrowing rate (IBR) at the lease commencement date.
The lease payments include fixed payments and variable lease payments that depend on an index or a rate (using the relevant rate at
the commencement date of the lease), less any lease incentives receivable. Any variable lease payments that do not depend on an
index or a rate are recognised as an expense in the year in which the event or condition that triggers the payment occurs, however the
Group currently has no such variable lease payments. Contracts may contain both lease and non-lease components, in which case the
Group allocates the consideration in the contract to the different components based on their relative stand-alone prices.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to
extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease (a break clause),
if it is reasonably certain not to be exercised.
After the commencement date of the lease, the lease liability is subsequently measured by increasing the carrying amount to reflect
interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments
made. The carrying amount of lease liabilities is remeasured when there is a change in the future lease payments due to a change in
the lease term such as a recognition of an extension or break option, a change in the fixed lease payments or a change in the
assessment to purchase the underlying asset.
Short-term leases and low value assets
Payments associated with short-term leases and leases of a low value are recognised on a straight-line basis as an expense in the
profit or loss, in line with the practical expedient of IFRS 16 Leases. Short-term leases are leases with a term of 12 months or less.
Low-value leases mainly comprise IT equipment.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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14 Investments in associates
During the year, the Group sold the intellectual property relating to the Topshop/Topman (TSTM) brands to 24.8.2024 Limited (IPCO),
a UK-incorporated company and subsidiary of Heartland A/S – a related party of the Group. As part of the transaction, the Group
received cash proceeds of £135.0m and a 25% equity interest in IPCO, valued at £45.0m. The remaining 75% interest in IPCO is held by a
subsidiary of Heartland A/S. The Group also holds one representative Director position on the IPCO Board.
IPCO holds the TSTM brand assets and has granted a licence to ASOS.com for 10 years (extendable up to 25 years at ASOS’ discretion),
pursuant to which ASOS.com has the exclusive right to continue to design TSTM products (subject to de minimis rights to design local
products) for global distribution and to sell TSTM products through the ASOS.com website in consideration for a royalty fee. ASOS also
has the right to operate Topshop.com and Topman.com globally, and has been granted exclusive wholesale distribution rights in the UK
and North America, while the purchasing entity retains the rights to open branded stores globally and distribute through wholesale
partners outside of the UK and North America.
The Group is considered to have the ability to significantly influence, but not control or jointly control, the financial and operating
decisions of IPCO through its equity interest and board representation. The investment in IPCO has therefore been classified as an
associate, initially recognised at cost of £45.0m and subsequently accounted for using the equity method. The share of net profit/(loss)
from the associate is recognised within other income.
The following sets out the summarised financial information in respect of IPCO:

| 2025
| £m
Current assets | 16.3
Non-current assets | 164.5
Current liabilities | (1.1)
Non-current liabilities | –
Net assets | 179.7

| 2025
| £m
Revenue | 15.9
Loss for the year | (0.2)
Total comprehensive loss | (0.2)

1 Included in loss for the year is £(3.0m) in adjusting items relating to amortisation of acquired intangible assets. Refer to Note 3 for further information.
The following sets out the movement in the carrying amount of investments in associates:

| 2025
| £m
At the beginning of the year | –
Additional investment | 45.0
Share of net loss for the year, net of tax | (0.1)
Distributions received | –
At the end of the year | 44.9

Material accounting policies
Associates are entities over which the Group has significant influence but not control or joint control. Investments in associates are
accounted for using the equity method and are initially recognised at cost. The carrying amount is subsequently adjusted to reflect
the Group’s share of post-acquisition profits or losses and other comprehensive income. Dividends received from associates reduce
the carrying amount of the investment.
Where the Group’s share of losses exceeds its interest in an associate, the investment is reduced to nil, and further losses are
recognised only to the extent that the Group has a legal or constructive obligation to fund them. The carrying value of investments in
associates is assessed for impairment whenever indicators of impairment are identified.
15 Impairment of non-financial assets
15.1 Inputs and assumptions
Cash-generating units
Cash-generating units (CGUs) are deemed the smallest group of assets that independently generate cash inflows and are independent
of the cash flows generated by other assets. It was determined that the Group only has one CGU (the Group level) on the basis that the
majority of assets within the Group are shared (i.e. software assets that support the entire Group) and therefore unable to be allocated
on a reasonable or consistent basis in any other way.
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15 Impairment of non-financial assets cont.
Composition of CGU
For impairment testing purposes, the CGU comprises the following:

| 2025 | 2024
| £m | £m
Goodwill and other intangible assets | 473.6 | 514.0
Property, plant and equipment | 153.4 | 283.2
Right-of-use assets | 172.1 | 254.0
| 799.1 | 1,051.2

Assets relating to the Atlanta fulfilment centre were tested separately and excluded from the above due to the decision during the year
to vacate the site. Refer to Note 3 for further information.
Identification of impairment indicator
Given the reported loss recognised during the year, combined with the volatility within the macroeconomic environment, an indicator of
impairment was deemed to exist.
Approach and assumptions
The recoverable amount for the CGU has been determined using a value-in-use calculation which is based upon the cash flows expected
to be generated, derived from the latest budget and forecast data which are reviewed by the Board, and consistent with those used for
the Group’s going concern and viability assessments. Budget and forecast data reflect both past experience and future expectations of
market conditions. The key assumptions in measuring the value-in-use are as follows:

Assumption | Details |  |  |
Cash flow years / assumptions |  Derived from medium-term forecasts reviewed and approved by the Board which cover a period of |  |  |
| five years. Growth rates are then reduced to 2.0% (the long-term growth rate) into perpetuity (2024: |  |  |
| 2.0%). |  |  |
|  Whilst the value-in-use excludes lease rentals (a financing cash flow under IFRS 16 Leases), an |  |  |
| estimated cash outflow for future lease renewals is assumed from the current lease end dates. |  |  |
Discount rate |  A post-tax discount rate representing the Group’s weighted average cost of capital (WACC), |  |  |
| subsequently grossed up to a pre-tax rate using an iterative calculation that yields the same value in |  |  |
| use when tax cash flows are excluded. |  |  |
|  The post-tax WACC has been calculated using the capital asset pricing model, the inputs of which |  |  |
| include a UK risk-free rate based on government bond rates, a UK equity risk premium and levered |  |  |
| debt premium benchmarked to externally available data, and an average beta derived from a |  |  |
| comparator group. |  |  |
|  The resulting discount rates are: |  |  |
| 2025 |  | 2024 |
| Post-tax rate | Pre-tax rate | Post-tax rate | Pre-tax rate
| 12.5% | 15.9% | 12.7% | 15.5%

15.2 Outputs
Outside of specific impairments recognised during the year in relation to sites identified for exit as disclosed in Note 3, no further
impairments were identified as a result of the impairment review described above, with headroom noted of c.£103m (2024: c.£600m).
15.3 Climate change
The Group’s scenario analysis performed in the Sustainability – Planet section (pages 22 to 27) identifies a number of physical and
transitional climate-related risks that could impact both revenue and costs for the Group, and cover scenarios including:
 Current Policy – assumes no strengthening of current climate policies, leading to high physical risks and minimal mitigation;
 Delayed Transition – assumes emissions continue to rise until 2030 before a sudden and disruptive policy response is introduced to limit
warming to below 2ºC; and
 Net Zero 2050 – assumes global warming is limited to 1.5ºC through stringent and coordinated global climate policies.
For the purpose of impairment sensitivities, the Group has modelled the Delayed Transition scenario, which assumes that global emissions
continue to rise until 2030 before a sudden and disruptive policy response is introduced to limit warming to below 2°C. This scenario
reflects the most severe plausible pathway, capturing both the uncertainty associated with limited near-term policy progress and the
potential for a later, disorderly transition. The Net Zero 2050 (1.5°C) scenario has not been considered in preparing the financial
statements, as it assumes an immediate and globally coordinated policy response that is inconsistent with current legislative and
industry progress, and is therefore considered highly unlikely to materialise.
Under the Delayed Transition scenario, the Group’s value-in-use decreased by approximately £78.0m, resulting in residual headroom of
£24.6m. The sensitivity is exploratory in nature and based on unmitigated assumptions that do not reflect management actions, future
mitigation measures, or strategic adaptation initiatives that could be implemented under such circumstances.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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15 Impairment of non-financial assets cont.
Material accounting policies
Goodwill
Goodwill is not amortised but is reviewed for impairment at least annually (or more frequently where there is an indication that the
asset may be impaired) by assessing the recoverable amount of each CGU, or group of CGUs, to which the goodwill relates.
Impairment is assessed by measuring the recoverable amount of the CGU, calculated as the higher of fair value less cost to dispose
and value-in-use. Where the carrying value of the CGU exceeds the recoverable amount an impairment loss is recognised in the
income statement. The impairment charge is allocated first against goodwill and then pro-rata over other assets within the CGU
by reference to the carrying amount of each remaining asset in the unit. Impairment losses recognised for goodwill are not
subsequently reversed.
Goodwill at ASOS predominantly relates to that recognised as part of the acquisition of Arcadia and is monitored on an entity-wide
basis at the reporting segment level as a singular CGU, the ASOS Group CGU.
Other non-financial assets
Property, plant and equipment (PPE), right-of-use assets, and finite-lived intangible assets are assessed on an ongoing basis to
determine whether there is an indication that the net book value is no longer supportable. If any such indication exists, the recoverable
amount of the asset, being the higher of its fair value less costs to dispose and its value-in-use, is estimated in order to determine the
extent of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group
estimates the recoverable amount of the CGU to which the asset belongs.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or
CGU is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement.
Where an impairment loss on other non-financial assets subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of the recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined if no impairment loss had been recognised for the asset (or CGU) in prior periods. A reversal
of an impairment loss is recognised immediately as a credit to the Group income statement.
Key sources of estimation uncertainty
Assumptions in relation to impairment assessment
Of the assumptions used in the assessment, the value-in-use calculations are most sensitive to changes in the discount rate, the
long-term growth rate and forecast cash flows (comprising revenue, gross margin and fixed overheads). Cash flows are derived from
forecasts reviewed by the Board, and in line with those used for the going concern and viability assessments which assume sales
growth rates gradually improve vs. the FY25 exit rate, trending towards mid-single digit growth after 18 months which is then
sustained for the remainder of the plan. Improvements in adjusted gross margin of at least 100bps vs FY25 to 48% to 50% are
assumed during FY26 with FY27 & FY28 continuing at around 50% level.
A sensitivity analysis for reasonable possible changes in assumptions was conducted on the impairment tests, where management
assessed a scenario in which the revenue growth rates within the five-year forecast cash flows (being the most sensitive assumption)
were reduced by half. To reflect this adjustment, a corresponding reduction in variable costs and cost of sales was modelled to
maintain gross margin percentage in line with original forecasts. Under this sensitivity scenario, an impairment of approximately
£207m would be recognised.
The following table shows the amount by which the assumptions would have to change to make the recoverable amount equal to the
carrying value to show the headroom sensitivity. It is not considered that a reasonable possible change in the discount rate, fixed
overheads nor the long-term growth rate would cause an impairment, therefore they are not included below.

Sensitivity | 2025 | 2024
A reduction in forecast annual growth rates of: | (0.7%) | (2.7%)
A reduction in forecast revenue vs base case of: | (2.7%) | (11.4%)
A reduction in forecast gross margin in each year of: | (0.6%) | (2.4%)

1 Applied to the Group five-year plan period
2 Applied to all years within the assessment period
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ASOS Plc Annual Report and Accounts 2025
16 Inventories

| 2025 | 2024
| £m | £m
Gross finished goods | 523.5 | 683.6
Inventory provision | (121.2) | (163.3)
Total inventories | 402.3 | 520.3

The carrying value of inventories includes a £37.2m (2024: £49.2m) right to recover asset in relation to the inventory expected to be
received back from customers as returns. The amount of inventories recognised as an expense and charged to cost of sales for the year
was £1,311.1m (2024: £1,743.3m).
Material accounting policies
Inventories
Inventories comprise goods held for resale and are valued at the lower of cost and net realisable value using the weighted average
cost basis. Cost comprises the purchase price and any other directly attributable costs incurred in bringing the inventories to the
present location and condition, less trade discounts and rebates. Net realisable value is the estimated selling price in the ordinary
course of business less variable selling expenses.
Key sources of estimation uncertainty
Inventory provisions
The Group maintains net realisable value provisions for inventory sold via the Group’s website based on forecast loss rates and for
inventory expected to be sold offsite via clearance routes at the end of its lifecycle. The provisions write inventory down to its net
realisable value, being expected income less any related selling costs, and reflect both historical trends and current and forecast
economic conditions.
The provisions are calculated using estimates of loss rates and website sell-through rates, both of which are calculated based on
historical data from the prior 12 months’ sales when categorising the stock by age banding. Provisions recognised are net of any
expected proceeds to be received. The provisions are therefore most sensitive to the following assumptions:
 Forecast loss rates
 Forecast sell-through rates
 Offsite sales price assumptions
The movements in the Group’s provisions based on reasonable possible changes to the above assumptions are as follows:
Inventory provisions are adjusted at each reporting period end rather than throughout the year to ensure inventory is not carried at
an amount greater than net realisable value. Write-downs and write-backs of inventory balances are therefore represented by net
movements in the inventory provision.

| 2025 |  | 2024 |
| Decrease in | Increase in | Decrease in | Increase in
| provision | provision | provision | provision
| £m | £m | £m | £m
Using loss rates from 2024 / 2023 | (5.0) | – | – | 4.0
A change in the anticipated sell through rates of +/-0.5% | (4.2) | 4.2 | (7.1) | 7.1
A change in the anticipated sales price of +/-10% | (1.0) | 1.0 | (2.2) | 2.2

Financial Statements
Notes to the Consolidated Financial Statements cont.
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17 Trade and other receivables
17.1 Analysis of trade and other receivables

| 2025 | 2024
| £m | £m
Current |  |
Trade receivables | 5.0 | 19.9
Other receivables | 28.0 | 14.0
Allowance for expected credit losses | – | (1.0)
| 33.0 | 32.9
Prepayments | 8.7 | 8.6
Accrued income | 5.8 | 10.7
Net investment in lease receivable | 1.7 | 1.2
Total current trade and other receivables | 49.2 | 53.4
Non-current |  |
Net investment in lease receivable | 1.8 | 3.7
Total non-current trade and other receivables | 1.8 | 3.7

Included within accrued income and other receivables are amounts relating to supplier rebates on inventory purchases totalling £1.6m
(2024: £2.0m). Remaining accrued income predominantly comprises unbilled services for which the Group has satisfied the performance
obligation within the contract.
The Group’s exposure to credit risk is minimal, reflecting the nature of its customer base and settlement methods. The majority of
transactions are settled via cash or secure electronic means, and credit terms are only extended following individual credit assessments.
No material credit losses have been incurred in the current or prior year.
Material accounting policies
Trade and other receivables
Trade receivables are non-interest bearing and are stated at invoice value less an allowance for expected credit losses. The Group
applies the simplified approach under IFRS 9 Financial Instruments, with adjustments for factors specific to each receivable, including
aging, historical loss experience, and known credit issues.
18 Cash and cash equivalents

| 2025 | 2024
| £m | £m
Cash in hand and bank balances | 108.2 | 83.1
Money market fund investments | 123.0 | 270.2
Short-term deposits | 87.7 | 37.7
Total cash and cash equivalents | 318.9 | 391.0

Cash and cash equivalents includes uncleared payment provider receipts of £48.8m, which are typically received within three business
days (2024: £68.8m).
Included within cash and cash equivalents is £11.6m (2024: £8.1m) of cash collected on behalf of partners of the Direct-to-Consumer
fulfilment proposition (Partner Fulfils) and ASOS Fulfilment Services (AFS). ASOS Payments UK Limited and the Group are entitled to
interest amounts earned on the deposits and amounts are held in a segregated bank account that is settled on a monthly basis.
Material accounting policies
Cash and cash equivalents
Cash and cash equivalents include cash in hand and bank, money market fund investments, and short-term deposits with original
maturities of three months or less.
The Group presents its cash flow statement using the indirect method, whereby profit is reconciled to net cash from operating
activities by adjusting profit and loss for non-cash items. The Group has chosen to present interest received as cash flows from
investing activities because they are returns on the Group’s investments.
Interest paid on borrowings and leases is presented within cash flows from financing activities as they are held for cash management
purposes, as are cash payments for the principal element of lease liabilities.
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19 Trade and other payables
19.1 Analysis of trade and other payables

| 2025 | 2024
| £m | £m
Trade payables | 122.7 | 108.1
Other payables | 175.0 | 165.9
Accruals | 177.6 | 242.3
Refund liabilities | 77.9 | 99.2
Deferred revenue | 31.6 | 41.6
Taxation and social security | 34.5 | 14.6
Total trade and other payables | 619.3 | 671.7

Trade payables comprise amounts owed in relation to inventory purchases. Other payables comprise amounts owed in relation to all
other purchases.
19.2 Deferred revenue
Contract liabilities represent consideration received for performance obligations not yet satisfied and relate to gift card liabilities where
the majority of the liability is expected to be settled within a year, customer orders not yet shipped, and premier subscriptions.

| 2025 | 2024
Gift cards and vouchers | £m | £m
At the beginning of the year | 14.4 | 21.3
Purchases | 88.6 | 99.4
Revenue recognised which has previously been deferred | (91.9) | (106.3)
At the end of the year | 11.1 | 14.4
Orders awaiting shipment and premier subscriptions | 20.5 | 27.2
Total deferred revenue | 31.6 | 41.6

Material accounting policies
Trade and other payables
Trade and other payables are non-interest bearing and are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest rate method.
20 Borrowings

| 2025 | 2024
| £m | £m
Convertible bond | 343.3 | 478.1
Nordstrom Loan | 6.5 | 19.8
Term Loan | 153.8 | 190.2
Total borrowings | 503.6 | 688.1
Current | 96.4 | 1.6
Non-current | 407.2 | 686.5
Total borrowings | 503.6 | 688.1

Convertible bonds due 2026
On 16 April 2021 the Group issued £500m of convertible bonds. The unsecured instruments paid a coupon of 0.75% until April 2026, or the
conversion date, if earlier. The initial conversion price was set at £79.65 per share.
During the year, on 19 September 2024, the Group launched a refinancing exercise of the Convertible Bonds due 2026 as follows:
 £253.0m was exchanged into new Convertible Bonds due 2028;
 £173.4m of the Convertible Bonds due 2026 was accepted for repurchase at a discount to par of 15%; and
 As a result, £73.6m remains in the Convertible Bonds due 2026.
The new Convertible Bonds were issued at par and carry a fixed annual coupon of 11%, payable semi-annually in arrears. The initial
conversion price has been set at £79.65, in line with the Convertible Bond due 2026. The bonds will be redeemed on 19 September 2028,
unless previously converted, exchanged, redeemed or purchased and cancelled in accordance with the terms and conditions of the
bonds, at a redemption price of 120% of the principal amount.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
20 Borrowings cont.
Term loan
In May 2023, the Group entered into a £200m senior term loan and a £75m super senior revolving facility (together the Facilities) with
specialist lender Bantry Bay Capital Limited through to April 2026, with the optionality to further extend to May 2028 subject to meeting
lender requirements. Both the senior term loan and RCF (when drawn) bear interest at a margin above SONIA. The amount available in
relation to the RCF is determined by reference to a calculated borrowing base (derived from inventory and intellectual property, both
with certain adjustments applied) less the amount borrowed under the term loan. At the year end this was £nil. The RCF incurs
commitment fees at a market rate and is currently undrawn.
The Facilities carry a fixed and floating charge over all assets of the following chargors in the Group – ASOS Plc, ASOS.com Limited, ASOS
Intermediate Holdings Limited, Mornington & Co (No. 1) Limited and Mornington & Co (No. 2) Limited.
During the year, on 5 September 2024, the Group secured an amendment and extension of the existing facilities agreement with Bantry
Bay to May 2027 with an option for a 12-month extension. As part of this, £50m of the term loan was repaid, with a corresponding
increase in the available accordion facility.
In November 2025, the Group entered into agreements to refinance its term loan facilities. Refer to Note 29 for further information.
Nordstrom loan
On 12 July 2021 the Group announced a strategic partnership with Nordstrom, a US-based multi-channel retailer, to drive growth in North
America. As part of this venture, Nordstrom purchased a minority interest in ASOS Holdings Limited which held the Topshop, Topman,
Miss Selfridge and HIIT brands in exchange for £10 as well as providing a £21.9m loan, partially repaid in the prior year. The loan attracts
interest at a market rate of 6.5% per annum. An additional repayment of £13.3m was made during the year.
The remaining loan balance of £6.5m was repaid after the balance sheet date.
Impact of refinancing on the Group accounts
The impact of the refinancing activities during the year on the Group’s financial statements are shown below:

|  |  |  |  | Income
|  | Balance sheet |  | Cash flow | statement
|  | Convertible | Retained | Inflow / | Refinancing
| Borrowings | Bond Reserve | earnings | (outflow) | (gain) / loss
| £m | £m | £m | £m | £m
As at 2 September 2024 | (688.1) | (58.9) | – | – | –
Repurchase of convertible bond | 140.6 | 6.8 | – | (147.4) | –
Repayment of loan principal | 63.3 | – | – | (63.3) | –
Debt modification gain | 8.1 | 43.3 | (43.3) | – | (8.1)
Transaction costs | 4.9 | 0.1 | – | (10.5) | 5.5
Total refinancing impact 1 | 216.9 | 50.2 | (43.3) | (221.2) | (2.6)
Interest expense | (64.8) | – |  |  |
Interest paid | 32.4 | – |  |  |
As at 31 August 2025 | (503.6) | (8.7) |  |  |

1 The total refinancing impact to the income statement is made up of an £11.6m gain on refinancing of the convertible bonds and £9.0m loss on refinancing of the term loan.
Material accounting policies
Convertible debt
Convertible bonds are classified as compound instruments, consisting of a liability and an equity component. At the date of issue, the
fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt, and is
subsequently recorded at amortised cost using the effective interest method until extinguished on conversion or maturity of the
bonds, and is recognised within borrowings. The difference between the proceeds of issue of the convertible bond and the fair value
assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in
equity as a separate category.
Issue costs are apportioned between the liability and equity components of the convertible bonds where appropriate based on their
relative carrying values at the date of issue. The portion relating to the equity component is charged directly against equity.
Other loans and borrowings
Interest-bearing bank loans and overdrafts are initially recorded at fair value, net of attributable transaction costs, and subsequently
recorded at amortised cost using the effective interest method until extinguished.
Arrangement costs for loan facilities such as the Group’s term loan are capitalised and amortised on a straight-line basis over the
term of the facility.
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21 Provisions

|  | Onerous |
| Dilapidations | occupancy | Total
| £m | £m | £m 
As at 2 September 2024 | 68.7 | 20.5 | 89.2
Recognised | 1.4 | 13.0 | 14.4
Utilised | – | (3.9) | (3.9)
Unwinding of discount | 2.6 | 1.2 | 3.8
Foreign exchange differences | – | (1.3) | (1.3)
As at 31 August 2025 | 72.7 | 29.5 | 102.2
Current | – | 4.4 | 4.4
Non-current | 72.7 | 25.1 | 97.8
As at 31 August 2025 | 72.7 | 29.5 | 102.2
As at 4 September 2023 | 53.4 | 16.8 | 70.2
Recognised | 13.7 | 5.3 | 19.0
Utilised | – | (2.4) | (2.4)
Unwinding of discount | 2.3 | 0.8 | 3.1
Foreign exchange differences | (0.7) | – | (0.7)
As at 1 September 2024 | 68.7 | 20.5 | 89.2
Current | – | 2.7 | 2.7
Non-current | 68.7 | 17.8 | 86.5
As at 1 September 2024 | 68.7 | 20.5 | 89.2

Dilapidation provisions
Dilapidations are recognised where there is a present obligation to repair and restore leased properties to their preoccupancy state at
the end of the lease term. They are measured at the present value of the expenditures expected to be required to settle the obligation,
calculated using a nominal pre-tax annual discount rate, based on government bond yields of an appropriate tenure within the country
that the lease is held. No adjustments are made to the discount rate for inflation as inflationary increases are already included in the
undiscounted cash flows. Similarly, risk is also considered when determining the cash flows, therefore no adjustments are made to the
discount rate for risk. The discount rates used range from 3.1% to 4.5% (2024: 2.5% to 4.3%).
The timing of forecast cash outflows is linked to the underlying lease expiry dates, with the next most significant outflow anticipated to
occur in 2028. Whilst there is inherent uncertainty in terms of the quantum of cash outflows expected, they represent management’s
best estimates for individual properties, with reference to previous experience and size of leased property. It is not considered that there
is a significant risk of material adjustment to the carrying amounts of dilapidation provisions due to such estimates, and therefore they
are not disclosed as a significant source of estimation uncertainty to the Group.
Onerous occupancy provisions
Where the Group no longer operates from a leased property, onerous property contract provisions are recognised for the least net cost
of exiting from the contract. The amounts provided are based on the Group’s best estimates of the likely committed outflows and site
closure dates. These provisions do not include rent in accordance with IFRS 16 Leases, nor business rates, however do include unavoidable
costs related to the lease such as service charges and insurance.
Cash flows are discounted to present value using a nominal pre-tax annual discount rate, based on government bond yields of an
appropriate tenure within the country that the lease is held. No adjustments are made to the discount rate for inflation as inflationary
increases are already included in the undiscounted cash flows. As the cash flows are known due to being contractual, the discount rate is
not adjusted for risk. The discount rates for onerous occupancy provisions are 4.1% to 4.8% (2024: 4.0%).
Where the Group is able to exit lease contracts before the expiry date or agree sublets, this results in the release of any associated
property provisions. Such events are subject to the agreement of landlords, therefore the Group makes no assumptions on the ability to
either exit or sublet a property until a position is agreed. Utilisation of the above amounts is expected to be incurred in conjunction with
the profile of the leases to which they relate. Refer to Note 3 for more detail on the amount recognised in the year. Whilst all provisions
are sensitive to the discount rate used, given they are derived from government bond yields, it is not considered that there is a significant
risk of a reasonable possible change resulting in a material movement in the provisions.
Climate change
The Group remains committed to its stated climate goals and takes into consideration the potential impact of climate change on its legal
and constructive obligations, including compliance with carbon emissions regulations and environmental liabilities. Following a thorough
review of its provisions, the Group has determined that no adjustments are necessary for climate-related risks, and no new provisions
need to be recognised for climate-related matters at this time.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
21 Provisions cont.
Material accounting policies
Provisions
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The
increase in the provision due to passage of time is recognised as interest expense. Provisions for onerous contracts are recognised
when the Group believes that the unavoidable costs of meeting or exiting the contract exceed the economic benefits expected to be
received under the contract.
22 Share capital, share premium and other reserves
22.1 Share capital and share premium

| 2025 |  | 2024 |
| Ordinary shares |  | Ordinary shares |
| Number | £m | Number | £m
Called up share capital |  |  |  |
Allotted, issued and fully paid ordinary shares of 3.5p | 119,519,975 | 4.2 | 119,334,341 | 4.2
Share premium account |  |  |  |
Share premium |  | 322.6 |  | 322.6

The movements in the called up share capital and share premium are as follows:

| Ordinary shares | Share Capital | Share Premium
| Number | £m | £m
As at 2 September 2024 | 119,334,341 | 4.2 | 322.6
Allotted in respect of share incentive schemes | 185,634 | – | –
As at 31 August 2025 | 119,519,975 | 4.2 | 322.6
As at 4 September 2023 | 119,236,850 | 4.2 | 322.6
Allotted in respect of share incentive schemes | 97,491 | – | –
As at 1 September 2024 | 119,334,341 | 4.2 | 322.6

22.2 Employee Benefit Trust
The provision of shares to satisfy some of the Group’s share incentive plans is facilitated by the Group’s Employee Benefit Trust and Link
Market Services Trustees Limited (the Trusts). Investment in own shares are recorded at cost, net of directly attributable costs for the
purchase of issued, or issuance of new shares, and recognised within equity (within retained earnings). The costs of operating the Trusts
are borne by the Group and are not material.

|  | 2025 |  |  |  | 2024 |  |
| Market | Nominal | Ordinary |  | Market | Nominal | Ordinary |
| value | value | shares |  | value | value | shares |
| £m | £m | Number |  | £m | £m | Number |
Investment in own shares | 0.3 | – | 101,83 | 8 | 0.6 | – | 172 | ,721

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ASOS Plc Annual Report and Accounts 2025
22 Share capital, share premium and other reserves cont.
22.3 Other reserves
The table below sets out the movements in other reserves:

|  | Currency |  |
| Cash flow | translation | Convertible |
| hedge reserve | reserve | bond reserve | Total
| £m | £m | £m | £m
As at 2 September 2024 | 6.0 | (3.0) | 58.9 | 61.9
Net translation movements | – | 1.6 | – | 1.6
Net fair value gains/(losses) on cash flow hedges | (3.4) | – | – | (3.4)
Fair value movements reclassified from cash flow hedge reserve to profit or loss | (11.3) | – | – | (11.3)
Cash flow hedges gains and losses transferred to non-financial assets | 1.7 | – | – | 1.7
Repurchase and refinance of convertible bond | – | – | (50.2) | (50.2)
Tax on above items | 3.3 | – | – | 3.3
Balance as at 31 August 2025 | (3.7) | (1.4) | 8.7 | 3.6
As at 4 September 2023 | 17.2 | (3.0) | 58.9 | 73.1
Net translation movements | – | – | – | –
Net fair value gains/(losses) on cash flow hedges | 1.5 | – | – | 1.5
Fair value movements reclassified from cash flow hedge reserve to profit or loss | (13.9) | – | – | (13.9)
Cash flow hedges gains and losses transferred to non-financial assets | (2.8) | – | – | (2.8)
Tax on above items | 4.0 | – | – | 4.0
Balance as at 1 September 2024 | 6.0 | (3.0) | 58.9 | 61.9

Material accounting policies
Share capital and share premium
Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
Cash flow hedge reserve
The cash flow hedge reserve represents the effective portion of gains or losses on derivatives designated as, and that qualify as, cash
flow hedges. Amounts are transferred to the balance sheet and included within the initial cost of the asset which is being hedged, or to
the income statement, as appropriate.
Currency translation reserve
The currency translation reserve accumulates foreign exchange differences arising on the translation of net assets in foreign
operations which are recognised in other comprehensive income. The cumulative amount is reclassified to retained earnings when the
related investment is disposed.
Convertible bond reserve
The convertible bond reserve represents the equity components of the £73.6m Convertible Bonds due 2026 and the £253.0m
Convertible Bonds due 2028.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
23 Financial risk management
The Group’s Treasury function seeks to reduce exposures to capital risk, liquidity risk, credit risk, interest rate risk and foreign currency
risk, to ensure liquidity is available to meet foreseeable needs by investing cash assets safely and profitably. The Group does not engage
in speculative trading in financial instruments and transacts only in relation to underlying business requirements. The Group’s treasury
policies and procedures are reviewed annually with material changes approved by the Audit Committee.
23.1 Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders through an appropriate balance of debt and equity funding, while
maintaining sufficient headroom. There have been no changes to capital risk management policies during the year. Refer to Note 27 for
the value of the Group’s net debt, and the consolidated statement of changes in equity for the value of the Group’s equity.
The Board can manage the Group’s capital structure by diversifying the debt portfolio, issuing new shares or repurchasing shares in the
open market and flexing capital expenditure. From time to time, the Employee Benefit Trust may purchase shares in the Company from
the open market for the purpose of satisfying awards under the Group’s employee share plans, however the Group does not currently
operate a defined share buy-back plan.
23.2 Liquidity risk
Liquidity risk is the risk that the Group may be unable to meet its financial obligations as they fall due.
The Group manages its exposure to liquidity risk by continuously monitoring short and long-term forecasts and actual cash flows,
ensuring it has the necessary banking and reserve borrowing facilities available to meet the requirements of the business. At 31 August
2025, the Group was fully drawn on the £150.0m term loan with Bantry Bay with a maturity of May 2027. Borrowings under the term loan
bear interest at a rate linked to SONIA.
The Group has issued £73.6m of Convertible Bonds due April 2026 and £253.0m of Convertible Bonds due September 2028, paying a
fixed annual coupon of 0.75% and 11.0%, respectively. The Convertible Bonds due 2028 will be redeemed at a redemption price of 120% of
the principal amount, unless previously converted, exchanged, redeemed or purchased and cancelled in accordance with the terms and
conditions of the bonds.
Surplus cash is invested with relationship banks and money market funds to optimise returns, whilst also considering counterparty risk
and business liquidity requirements.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period to the
contractual maturity date. The amounts disclosed in the tables are the contractual undiscounted cash flows or an estimate of cash flows
in respect of floating interest rate liabilities.

| Less than 1 year | 1 to 2 years | 2 to 5 years | Over 5 years
2025 | £m | £m | £m | £m
Convertible bond | (102.0) | (27.8) | (345.3) | –
Nordstrom loan | (6.5) | – | – | –
Term loan | (22.4) | (172.4) | – | –
Trade and other payables | (542.1) | – | – | –
Derivatives – gross settled |  |  |  |
Cash inflows | 575.0 | 36.4 | – | –
Cash outflows | (582.0) | (36.3) | – | –
2024 |  |  |  |
Convertible bond | 3.8 | 503.8 | – | –
Nordstrom loan | 1.3 | 1.3 | 3.9 | 19.8
Term loan | 30.2 | 217.6 | – | –
Trade and other payables | 601.3 | – | – | –
Derivatives – gross settled |  |  |  |
Cash inflows | 812.5 | 51.3 | – | –
Cash outflows | (807.9) | (51.0) | – | –

1 Excludes deferred revenue and any amounts in relation to taxation.
The maturities of lease liabilities are disclosed separately in Note 13.
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23 Financial risk management cont.
23.3 Credit risk
Credit risk is the risk that a counterparty may default on its obligation to the Group in relation to lending, hedging, settlement and other
financial activities. The Group’s principal financial assets are trade and other receivables, financial derivatives, and cash and cash
equivalents. The Group’s credit risk is primarily attributable to its trade and other receivables and financial counterparties. The amounts
included in the consolidated balance sheet are net of allowances for doubtful receivables.
The Group has a low retail credit risk due to transactions being principally of high volume, low value and short maturity. The Group’s trade
receivables are primarily with companies with which the Group has long-standing relationships, and wholesale suppliers, and therefore
the risk of default and write-offs due to bad debts is considered to be low.
The Group has no significant concentration of credit risk, as exposure is spread over a large number of counterparties and customers.
The credit risk on liquid funds is considered to be low, as the Group Treasury Policy limits the total value that can be placed with each
approved counterparty to minimise the risk of loss.
The Group considers its maximum exposure to credit risk to be as follows:

| 2025 | 2024
| £m | £m
Trade and other receivables | 42.3 | 48.3
Cash and cash equivalents | 318.9 | 391.0
Derivative financial assets | 1.3 | 9.8
| 362.5 | 449.1

1 Trade and other receivables excludes prepayments and VAT receivables.
23.4 Interest rate risk
Interest rate risk is the risk of increased costs arising from adverse movements in interest rates. Interest on financial instruments is
classified as fixed rate if interest resets on the instruments are less frequent than once every 12 months. Interest on financial instruments
is classified as floating rate if interest resets on the instruments occur every 12 months or more frequently.
The Group is exposed to cash flow interest rate risk on the £150.0m term loan, which incurs interest linked to SONIA. The Group’s
remaining borrowings pay fixed coupons.
The mix of the Group’s financial assets and liabilities at the balance sheet date are as follows:

|  | 2025 |  |  | 2024 |
| Fixed | Floating | Total | Fixed | Floating | Total
| £m | £m | £m | £m | £m | £m
Cash and cash equivalents | – | 318.9 | 318.9 | – | 391.0 | 391.0
Borrowings | (349.8) | (153.8) | (503.6) | (497.9) | (190.2) | (688.1)
| (349.8) | 165.1 | (184.7) | (497.9) | 200.8 | (297.1)

The Group considers that a 100bps movement in interest rates is a reasonable measure of volatility. The sensitivity analysis has been
prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt portfolio are all constant as
at 31 August 2025. The sensitivity of floating rate balances to a change of 100bps in the interest rate (or such lesser amount as would
result in a zero rate of interest) at the balance sheet date is shown below:

| 2025 | 2024
| Impact on | Impact on
| pre-tax profit | pre-tax profit
| £m | £m
Change in floating rate +/-100bps | 1.7/(1.7) | 1.9/(1.9)

23.5 Foreign currency risk
The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in Euros
and US Dollars as well as on US Dollar denominated purchases. The Group’s presentational currency is pound Sterling, therefore the
Group is also exposed to foreign currency translation risks due to movements in foreign exchange rates on the translation of non-sterling
assets and liabilities.
The primary use of forward exchange and option contracts for sales and inventory purchases per the Group’s hedging policy is to hedge
material currency exposures with layered hedges over an 18-month period, with up to 100% coverage of the net unmatched exposure for
the six months immediately preceding the forecast cash flows, and coverage decreasing between months seven and 18. These forward
foreign exchange contracts are classified as Level 2 derivative financial instruments under IFRS 13 Fair Value Measurement.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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23 Financial risk management cont.
The following table illustrates the hypothetical sensitivity of the Group’s reported profit before tax and other comprehensive income to a
10% increase and decrease in the value of each of these currencies relative to pound Sterling at the reporting date, assuming all other
variables remain unchanged. The sensitivity rate of 10% is deemed to represent a reasonably possible change based on historic exchange
rate volatility.
The following assumptions were made in calculating the sensitivity analysis:
 Exchange rate fluctuations on currency derivatives that form part of an effective cash flow hedge relationship affect the fair value
reserve in equity and the fair value of the hedging derivatives, with no impact on the income statement.
 All hedge relationships are fully effective.
The sensitivities are calculated with reference to a single moment in time and are subject to change due to a number of factors including
fluctuating trade payable, cash balances and changes in the currency mix. In addition, each of the sensitivities is calculated in isolation
whilst, in reality, foreign currencies do not move independently. Positive figures represent an increase in profit before tax or in other
comprehensive income.

| 2025 |  |  | 2024
|  | Other |  |
|  | comprehensive |  | Other comprehensive
| Profit before tax | income | Profit before tax | income
| £m | £m | £m | £m
Sterling strengthens by 10% against: |  |  |  |
US dollar | 2.0 | (10.9) | (0.1) | (6.3)
Euro | (3.0) | 18.5 | (5.6) | 20.6
Sterling weakens by 10% against: |  |  |  |
US dollar | (2.4) | 13.3 | 0.1 | 7.7
Euro | 3.7 | (22.6) | 6.9 | (25.2)

24 Financial instruments
24.1 Financial instruments by category
The carrying amounts of the Group’s financial assets, financial liabilities, and derivative financial instruments as at the balance sheet
date are as follows:

| Amortised | Fair value through |
| cost | profit or loss | Total
2025 | £m | £m | £m
Derivative financial assets | – | 1.3 | 1.3
Cash and cash equivalents | 318.9 | – | 318.9
Trade and other receivables | 42.3 | – | 42.3
Derivative financial liabilities | – | (10.1) | (10.1)
Lease liabilities | (224.5) | – | (224.5)
Trade and other payables | (542.1) | – | (542.1)
Borrowings | (503.6) | – | (503.6)
| (909.0) | (8.8) | (917.8)
2024 |  |  |
Derivative financial assets | – | 9.8 | 9.8
Cash and cash equivalents | 391.0 | – | 391.0
Trade and other receivables | 48.3 | – | 48.3
Derivative financial liabilities | – | (7.1) | (7.1)
Lease liabilities | (289.6) | – | (289.6)
Trade and other payables | (601.3) | – | (601.3)
Borrowings | (688.1) | – | (688.1)
| (1,139.7) | 2.7 | (1,137.0)

1 Trade and other receivables excludes prepayments and VAT receivables.
2 Trade and other payables excludes deferred revenue and any amounts in relation to taxation.
Derivative financial instruments are currently held at fair value on the balance sheet – all are within Level 2 of the fair value hierarchy.
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24 Financial instruments cont.
24.2 Carrying amount versus fair value
Set out below is a comparison of the carrying amount and the fair value of financial instruments that are carried in the financial
statements at a value other than fair value. The fair value of financial assets and liabilities are based on prices available from the market
on which the instruments are traded. Where market values are not available, the fair values of financial assets and liabilities have been
calculated by discounting expected future cash flows at prevailing interest rates. The fair values of cash and cash equivalents, trade and
other receivables, and trade and other payables are considered to approximate to their book values.

| Fair value | Carrying amount | Fair value
2025 | hierarchy | £m | £m
Convertible bond | 1 | (343.3) | (338.3)
Nordstrom loan | 2 | (6.5) | (3.0)
Term loan | 2 | (153.8) | (151.8)
|  | (503.6) | (493.1)
2024 |  |  |
Convertible bond | 1 | (478.1) | (358.3)
Nordstrom loan | 2 | (19.8) | (9.6)
Term loan | 2 | (190.2) | (200.8)
|  | (688.1) | (568.7)

Fair value hierarchy is defined as:
 Level 1 fair value measurements are derived from quoted market prices (unadjusted) in active markets for identical assets or liabilities
at the balance sheet date. This level includes listed equity securities and debt instruments on public exchanges;
 Level 2 fair value measurements are derived from inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments is determined
by discounting expected cash flows at prevailing interest rates; and
 Level 3 fair value measurements are derived from valuation techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
24.3 Offsetting financial instruments
There are no financial assets and financial liabilities that are offset in the balance sheet.
24.4 The effects of hedge accounting on the Group’s financial position and performance
The table below provides a breakdown of the Group’s cash flow hedges as well as derivatives not in a formal hedge accounting relationship:

|  | 2025 |  |  | 2024 |
|  | Fair value |  |  | Fair value |
| Notional | Asset | Liability | Notional | Asset | Liability
| £m | £m | £m | £m | £m | £m
Foreign currency derivatives |  |  |  |  |  |
Inventory hedges | 124.2 | 0.7 | (4.8) | 122.1 | 1.4 | (4.7)
Capex hedges | – | – | – | 13.2 | – | (0.7)
Sales hedges | 206.1 | 0.6 | (4.0) | 292.3 | 8.4 | (0.8)
Derivatives not in a formal |  |  |  |  |  |
hedging relationship |  |  |  |  |  |
Foreign currency derivatives | 225.6 | – | (1.3) | 238.7 | – | (0.9)
Total |  | 1.3 | (10.1) |  | 9.8 | (7.1)

There is an economic relationship between the hedged items and the hedging instruments as the terms of the foreign exchange contracts
match the terms of the expected highly probable forecast transactions (i.e. notional amount and expected payment date). The Group has
established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the foreign exchange contracts are identical to the
hedged risk components. Hedge effectiveness is determined at inception of the hedge relationship and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. To test the
hedge effectiveness, the Group uses the hypothetical derivative method and compares the changes in the fair value of the hedging
instruments against the changes in fair value of the hedged items attributable to the hedged risks. Hedge ineffectiveness can arise from:
 Differences in the timing of the cash flows of the hedged items and the hedging instruments;
 The counterparties’ credit risk differently impacting the fair value movements of the hedging instrument compared to the hedged
items; and
 Changes to the forecasted cash flows of the hedged item.
The derivatives have been fair valued at 31 August 2025 with reference to forward exchange rates, with the resulting value discounted
back to present value.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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24 Financial instruments cont.
24.5 Maturity profile of hedging instruments
The table below analyses the Group’s derivative financial instruments into relevant maturity groupings based on the remaining period at
the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

2025 | 1 to 6 months | 6 to 12 months | More than one year
US dollar (highly probable forecast purchases) |  |  |
Notional amount (in £m) | 70.3 | 38.0 | 15.9
Average GBP: USD contract rate | 1.30 | 1.30 | 1.34
Euro (highly probable forecast sales) |  |  |
Notional amount (in £m) | 111.2 | 70.4 | 20.7
Average GBP: EUR contract rate | 1.17 | 1.16 | 1.14
Other (highly probable forecast sales) |  |  |
Notional amount (in £m) | 3.8 | – | –
Average GBP: Other contract rate |  | Various currencies |
2024 |  |  |
US dollar (highly probable forecast purchases) |  |  |
Notional amount (in £m) | 82.9 | 37.7 | 14.7
Average GBP: USD contract rate | 1.28 | 1.27 | 1.27
Euro (highly probable forecast sales) |  |  |
Notional amount (in £m) | 113.3 | 88.2 | 23.9
Average GBP: EUR contract rate | 1.15 | 1.16 | 1.15
Other (highly probable forecast sales) |  |  |
Notional amount (in £m) | 38.3 | 24.8 | 3.8
Average GBP: Other contract rate |  | Various currencies |

24.6 Impact of change in value of hedged items on cash flow hedge reserve

| Change in value of | Change in value of |
| hedged item for | hedging instrument | Cumulative impact
| calculating hedge | for calculating hedge | on cash flow hedge
| ineffectiveness | ineffectiveness | reserve
2025 | £m | £m | £m
Hedges of foreign currency sales | (0.4) | 0.4 | (3.3)
Hedges of foreign currency inventory purchases | 3.7 | (3.7) | (3.5)
Hedges of foreign currency purchases of Property, plant and equipment | 0.1 | (0.1) | –
2024 |  |  |
Hedges of foreign currency sales | (6.7) | 6.7 | 7.6
Hedges of foreign currency inventory purchases | 4.6 | (4.6) | (2.3)
Hedges of foreign currency purchases of Property, plant and equipment | 0.6 | (0.6) | 0.9

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24 Financial instruments cont.
24.7 Analysis of fair value movements in cash flow hedge reserve by risk category

|  | FV movements |  |  |
|  | recognised in | Amounts |  |
| Opening | OCI | reclassified | Closing | Reclassification
2025 | £m | £m | £m | £m | recognised in
Hedges of foreign currency sales | 7.6 | 0.4 | (11.3) | (3.3) | Revenue
Hedges of foreign currency inventory | (2.3) | (3.7) | 2.5 | (3.5) | Inventory
purchases |  |  |  |  |
Hedges of foreign currency purchases | 0.9 | (0.1) | (0.8) | – | Property, plant and
of Property, plant and equipment |  |  |  |  | equipment
Tax | (0.2) | 3.3 | – | 3.1 |
| 6.0 | (0.1) | (9.6) | (3.7) |
2024 |  |  |  |  |
Hedges of foreign currency sales | 14.8 | 6.7 | (13.9) | 7.6 | Revenue
Hedges of foreign currency inventory | 4.5 | (4.6) | (2.2) | (2.3) | Inventory
purchases |  |  |  |  |
Hedges of foreign currency purchases | 2.1 | (0.6) | (0.6) | 0.9 | Property, plant and
of Property, plant and equipment |  |  |  |  | equipment
Tax | (4.2) | 4.0 | – | (0.2) |
| 17.2 | 5.5 | (16.7) | 6.0 |

Material accounting policies
Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks. These derivative financial instruments
are designated as cash flow hedges, are initially measured at fair value on the contract date and then measured at fair value at
subsequent reporting dates. To qualify for hedge accounting, the Group documents, at the inception of the hedge, the hedging risk
management strategy, the relationship between the hedging instrument and the hedged item or transaction, the nature of the risks
being hedged and an assessment of the effectiveness of the hedging relationship, to ensure it is highly effective on an ongoing basis.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are
recognised directly in other comprehensive income, and the ineffective portion is recognised immediately in the income statement.
Where the hedged item subsequently results in the recognition of a non-financial asset such as inventory or property, plant and
equipment, the amounts accumulated in other comprehensive income are included in the initial cost of the asset. For all other cash
flow hedges, the amounts accumulated in other comprehensive income are recognised in the consolidated income statement when the
hedged item or transaction affects the income statement.
Where derivatives do not qualify for hedge accounting, any changes in the fair value of the derivative financial instrument are
recognised in the income statement as they arise.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
25 Share-based payments
The Group incurred a cost of £3.7m (2024: £3.4m) net of capitalised costs totalling £0.7m (2024: £1.2m) in relation to share-based
payments during the year.
25.1 Save As You Earn (SAYE) scheme
Under the terms of the SAYE scheme, the Board grants options to purchase ordinary shares in the Company to employees who enter into
an HMRC-approved SAYE scheme for a term of three years. Options are granted at a 20% discount to the average mid-market closing
price of the shares on the three business days preceding the date of offer and are normally exercisable for a period of six months after
completion of the SAYE contract. These option grants are settled on exercise either through the issue of new ordinary shares or through
a transfer of shares from the Employee Benefit Trust.
Movements in SAYE options during the year are shown below:

| 2025 |  | 2024 |
|  | Weighted average |  |
|  | exercise price |  | Weighted average
| Number of options | (pence) | Number of options | exercise price (pence)
Outstanding at beginning of year | 1,975,503 | 374 | 1,345,993 | 350
Granted | 629,665 | 291 | 1,663,748 | 312
Lapsed | (759,108) | 312 | (1,032,956) | 560
Exercised | (7,358) | 312 | (1,282) | 225
Outstanding at end of year | 1,838,702 | 343 | 1,975,503 | 374
Exercisable at end of year | – | – | 169 | 532

The weighted average share price at the date of exercise for options exercised during the year was 424 pence (2024: 351 pence). The
weighted average remaining contractual life of outstanding options at 31 August 2025 was 1.8 years (2024: 2.6 years).
The fair value of options granted during the year was calculated using the Black-Scholes model, assuming the following inputs:

| 2025 | 2024 |
| Grant 1 | Grant 1 | Grant 2
Share price (pence) | 382 | 400 | 344
Exercise price (pence) | 291 | 312 | 317
Expected volatility (%) | 65 | 64 | 63
Expected life (years) | 3.0 | 3.6 | 3.5
Risk-free rate (%) | 4.0 | 4.0 | 4.1
Dividend yield | – | – | –
Weighted average fair value of options (pence) | 207 | 225 | 174

Volatility has been estimated by taking the historical volatility in the Company’s share price over a three-year period.
25.2 ASOS Long-Term Incentive Scheme (ALTIS)
Under the terms of the ALTIS, certain Executive Directors and Senior Leaders may be granted conditional awards, the base value of
which is calculated as a fixed multiple of salary, and will only vest to the extent the related performance targets, as detailed in the
Directors’ Remuneration Report on page 95, are met. These awards are settled on exercise either through the issue of new ordinary
shares or through a transfer of shares from the Employee Benefit Trust.
Movements in ALTIS awards during the year are shown below:

| 2025 | 2024
Outstanding at beginning of year | 2,930,151 | 1,820,720
Granted | – | 1,797,919
Lapsed | (658,597) | (540,136)
Exercised | (23,571) | (148,352)
Outstanding at end of year | 2,247,983 | 2,930,151

No additional ALTIS awards were granted during the year, as the scheme was replaced by the Value Creation Plan (VCP). Refer to page 96
in the Directors’ Remuneration Report for more information.
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25 Share-based payments cont.
25.3 Restricted Stock Unit (RSU)
Certain Executive Directors and Senior Leaders may be granted conditional awards, the base value of which is calculated as a fixed
multiple of salary, and will only vest to the extent the members remain in employment to the end of the vesting period. These RSUs are
granted under the ALTIS rules and will be equity-settled.
Movements in RSU awards during the year are shown below:

| 2025 | 2024
Outstanding at beginning of year | 1,316,295 | 229,866
Granted | 602,648 | 1,296,199
Lapsed | (313,618) | (58,031)
Exercised | (225,443) | (151,739)
Outstanding at end of year | 1,379,882 | 1,316,295

The fair value of awards granted during the year was calculated with reference to the grant-date share price as follows:

| Fair value of awards |  |  |
Date of grant | (pence) |  | 2025 | 2024
31.01.24 | 378 |  | – | 860,947
25.04.24 | 378 |  | – | 435,252
06.12.24 | 367 | 602 | ,648 | –
|  | 6 | 02,648 | 1,296,199

25.4 Value Creation Plan (VCP)
Under the terms of the VCP, Executive Directors and certain Senior Leaders are granted conditional awards, the value of which is
determined by reference to an allocated portion of a pool equal to 5.50% of the growth in the Company’s share price above a threshold
of £6.70. Awards are granted as nil-cost options and will only vest to the extent the relevant performance conditions, as detailed in the
Directors’ Remuneration Report on page 102, are met. These awards are settled on exercise either through the issue of new ordinary
shares or through a transfer of shares from the Employee Benefit Trust.
Awards vest in tranches between August 2027 and August 2029, and are exercisable quarterly. For awards exercised on or after
29 November 2029, a free cash flow underpin applies, whereby the pool value is calculated using the higher of the actual share price or a
substituted share price derived from Group free cash flow performance in FY29.
Due to the structure of the VCP, the number of awards granted is not fixed at grant date and is determined at exercise based on the pool
value and share price. Accordingly, movements are disclosed as an allocation of the pool. At the balance sheet date, 4.35% of the
maximum 5.50% pool has been allocated to participants.
Movements in VCP awards during the year are shown below:

| 2025
Outstanding at beginning of year | –
Granted | 5.19%
Lapsed | (0.84%)
Exercised | –
Outstanding at end of year | 4.35%

Lapsed awards during the year relate to participants who left the Group prior to vesting.
The fair value of awards granted during the year was calculated using the Monte Carlo model, applying the following inputs:

|  | 2025 |
| Grant 1 | Grant 2 | Grant 3
Share price (pence) | 356 | 316 | 360
Exercise price (pence) | – | – | –
Expected volatility (%) | 41.2 | 47.1 | 48.0
Expected life (years) | 5.6–5.7 | 5.1 | 4.9–5.0
Risk-free rate (%) | 4.3 | 4.0 | 4.1
Dividend yield (%) | – | – | –
Portion of VCP pool granted | 4.30% | 0.28% | 0.62%
Total fair value of awards granted (£) | 5,008,661 | 254,455 | 727,779

Volatility has been estimated by taking a weighted average of the historical volatility of the Company’s share price over a one-year and
six-year period, to take into account both the current position of the Company and historical volatility.
Financial Statements
Notes to the Consolidated Financial Statements cont.
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25 Share-based payments cont.
Material accounting policies
Share-based payments
The Group issues equity-settled share-based payments to certain employees, whereby employees render services in exchange for
shares or rights over shares of the Parent Company.
The fair value of the employee services rendered is determined by reference to the fair value of the shares awarded or options
granted, excluding the impact of any non-market vesting conditions. All share options are valued using an option-pricing model. This
fair value is charged to the income statement over the vesting period of the share-based payment scheme with a corresponding
increase in equity.
The value of the charge is adjusted in the income statement over the remainder of the vesting period to reflect expected and actual
levels of share awards vesting, with the corresponding adjustments made in equity.
26 Related party transactions
26.1 Key management personnel
The aggregate compensation to key management personnel, being the Directors of ASOS Plc (Executive and Non-executive) and the
members of the Management Committee was as follows:

| 2025 | 2024
| £m | £m
Short-term employee benefits | 7.1 | 5.7
Post-employment benefits | 0.4 | 0.3
Share-based payments charge | 1.4 | 0.8
Joining costs and loss of office costs | 1.6 | 0.2
| 10.5 | 7.0

Components of the highest-paid Director’s remuneration are detailed in the Directors’ remuneration table on page 100.
26.2 Transactions with other related parties
During the year, the Group made purchases of inventory, net of VAT, totalling £59.2m (1 September 2024: £59.7m) from Aktieselskabet af
5.5.2010, a company which has a significant shareholding in the Group. At 31 August 2025, the amount due to Aktieselskabet af 5.5.2010
was £12.8m (1 September 2024: £11.2m).
Additionally, the Group incurred fees, net of VAT, totalling £16.1m (1 September 2024: not applicable) payable to 24.8.2024 Limited, a new
associate of the Group in the year and a subsidiary of Heartland A/S. At 31 August 2025, the amount due to 24.8.2024 Limited was
£5.4m (1 September 2024: not applicable). Refer to Note 14 for more details.
During the year, the Group made purchases of inventory, net of VAT, totalling £1.0m (1 September 2024: £0.6m) from entities under the
control of Frasers Group plc, a company which has a significant shareholding in the Group. At 31 August 2025, the amount due to the
Frasers Group was £0.1m (1 September 2024: £0.1m).
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27 Analysis of net debt
Group net debt comprises cash and cash equivalents less any borrowings drawn down at year end (including accrued interest), but
excluding outstanding lease liabilities.

| 2025 | 2024
| £m | £m
Borrowings | (503.6) | (688.1)
Leases | (224.5) | (289.6)
Liabilities from financing activities | (728.1) | (977.7)
Cash and cash equivalents | 318.9 | 391.0
Net debt | (409.2) | (586.7)
Net debt APM (ex-leases) | (184.7) | (297.1)

The table below sets out the movements in liabilities arising from financing activities:

|  |  | Liabilities from
| Lease liabilities | Borrowings | financing activities
| £m | £m | £m
As at 2 September 2024 | (289.6) | (688.1) | (977.7)
Cash flows from financing activities |  |  |
Repayments of principal | 25.7 | 63.3 | 89.0
Interest paid | 6.4 | 32.4 | 38.8
Repurchase of convertible bond | – | 140.6 | 140.6
Financing fees paid | – | 4.9 | 4.9
Non-cash movements |  |  |
Movement in lease liabilities | 42.2 | – | 42.2
Foreign exchange impacts | (2.8) | – | (2.8)
Debt modification gain | – | 8.1 | 8.1
Accrued interest | (6.4) | (64.8) | (71.2)
As at 31 August 2025 | (224.5) | (503.6) | (728.1)
As at 4 September 2023 | (329.0) | (672.8) | (1,001.8)
Cash flows from financing activities |  |  |
Repayments of principal | 25.5 | 0.5 | 26.0
Interest paid | 5.5 | 37.1 | 42.6
Non-cash movements |  |  |
Movement in lease liabilities | 9.9 | – | 9.9
Foreign exchange impacts | 4.0 | – | 4.0
Accrued interest | (5.5) | (52.9) | (58.4)
As at 1 September 2024 | (289.6) | (688.1) | (977.7)

Financial Statements
Notes to the Consolidated Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
28 Commitments and contingencies
28.1 Capital commitments
Capital expenditure committed at the reporting date but not yet incurred is as follows:

| 2025 | 2024
| £m | £m
Fixtures and fittings | 0.3 | 15.9
Intangible assets | 45.8 | 54.9
| 46.1 | 70.8

28.2 Subsidiary audit exemptions
The following UK subsidiary undertakings are exempt from the requirements of the Companies Act 2006 (the Act) relating to the audit of
individual accounts by virtue of Section 479A of the Act.

Name | Company number | Name | Company Number
ASOS Global Limited | 07817472 | ASOS Transaction Services Limited | 08207408
ASOS Marketplace Limited | 07289272 | ASOS Ventures Limited | 09356546
ASOS Payments Holding Limited | 13332420 | Covetique Ltd | 07491491
ASOS Payments UK Limited | 13337408 | Crooked Tongues Limited | 06579850
ASOS Projects Limited | 08218702 | Eight Paw Projects Limited | 07990751
The following UK subsidiary undertakings are exempt from the requirements of the Companies Act 2006 (the Act) relating to the audit of individual accounts by virtue of Section 480 of the Act. |  |  |
Name | Company number | Name | Company Number
Mornington & Co (No.1) Limited | 08506761 | Mornington & Co (No.2) Limited | 08506877

28.3 Contingent liabilities
From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business, which due to
the fast-growing nature of the Group and its e-commerce base, may concern the Group’s brand and trading name or its product designs.
All such cases brought against the Group are robustly defended and a liability is recorded only when it is probable that the case will result
in a future economic outflow which can be reliably measured.
The Group is subject to assessments from an overseas customs authority in relation to import duty for prior financial periods. The Group
has appealed these assessments on the basis that the prior calculations comply with World Trade Organisation-compliant customs
valuation methods. At the balance sheet date, the appeal process remains ongoing. Based on legal advice and management’s assessment,
the maximum exposure is considered immaterial, and any payments on account in excess of this are expected to be fully recoverable.
29 Post balance sheet events
In November 2025, the Group entered into agreements to refinance its term loan facilities. The refinancing will become effective in
December 2025, at which point the Group’s existing £150.0m term loan will be repaid and the associated revolving credit and accordion
facilities with Bantry Bay will be terminated.
The new financing arrangements, provided by a syndicate of private lenders, are comprised of a £150.0m senior term loan and an £87.5m
Delayed Draw Term Loan facility. These new facilities will mature in November 2030.
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ASOS Plc Annual Report and Accounts 2025
Financial Statements
Company Balance Sheet
Note
31 August
2025
1 September
2024
£m £m
Non-current assets
Investments in subsidiaries C3 74.5 70.5
Amounts due from subsidiary undertakings C4 646.0 845.6
720.5 916.1
Current assets
Cash and cash equivalents 0.2 –
Amounts due from subsidiary undertakings C4 72.5 1.6
72.7 1.6
Current liabilities
Trade and other payables (0.7) –
Amounts due to subsidiary undertakings C5 (72.5) (1.6)
Borrowings C6 (11.7) –
(84.9) (1.6)
Non-current liabilities
Amounts due to subsidiary undertakings C5 (0.1) (476.4)
Borrowings C6 (259.1) –
(259.2) (476.4)
Net assets 449.1 439.7
Equity
Called up share capital C7 4.2 4.2
Share premium C7 322.6 322.6
Convertible bond reserve 8.7 58.9
Retained earnings C8 113.6 54.0
Total equity 449.1 439.7
The profit after tax for the year was £11.9m (2024: £nil). The notes on pages 170 to 173 form an integral part of these financial statements.
The financial statements of ASOS Plc, registered number 04006623, on pages 168 to 173, were approved by the Board of Directors and
authorised for issue on 21 November 2025 and were signed on its behalf by:
José Antonio Ramos Calamonte Aaron Izzard
Chief Executive Officer Chief Financial Officer
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ASOS Plc Annual Report and Accounts 2025
Company Statement of Changes in Equity
Called up
share capital
Share
premium
Convertible
bond reserve
Retained
earnings Total
£m £m £m £m £m
As at 2 September 2024 4.2 322.6 58.9 54.0 439.7
Profit for the year and total comprehensive income – – – 11.9 11.9
Share-based payments charge – – – 0.4 0.4
Share-based payments contribution – – – 4.0 4.0
Repurchase and refinance of convertible bond – – (50.2) 43.3 (6.9)
As at 31 August 2025 4.2 322.6 8.7 113.6 449.1
As at 3 September 2023 4.2 322.6 58.9 49.4 435.1
Share-based payments contribution – – – 4.6 4.6
As at 1 September 2024 4.2 322.6 58.9 54.0 439.7
Retained earnings includes the share-based payments reserve.
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ASOS Plc Annual Report and Accounts 2025
Financial Statements
Notes to the Company Financial Statements
C1 Basis of preparation
The Parent Company’s financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 Reduced Disclosure Framework
(FRS 101) and the Companies Act 2006 as applicable to companies using FRS 101. The financial year represents the 52 weeks to 31 August
2025 (prior financial year: 52 weeks to 1 September 2024). Within these financial statements, 2025 refers to the 52 weeks to 31 August
2025, or as at 31 August 2025; and 2024 refers to the 52 weeks to 1 September 2024, or as at 1 September 2024.
The disclosure exemptions adopted by the Company in accordance with FRS 101 are as follows:
 The requirements of IAS 7 to present a cash flow statement;
 The requirements of paragraph 17 of IAS 24 Related Party Transactions (IAS 24), to disclose information related to key management
personnel, and the requirements of IAS 24 to disclose related party transactions between two or more members of a group for wholly
owned subsidiaries;
 The requirements of paragraphs 30 and 31 of IAS 8 to disclose information assessing the possible impact of new standards issued but
which are not yet effective;
 The requirements of IFRS 7 and IFRS 13 for disclosure of financial instruments and fair values;
 The requirements of IFRS 2 to disclose information related to share-based payment arrangements; and
 The requirements of IAS 1 to present comparative information in respect of certain assets and the disclosure information related to
capital management.
The financial statements are presented in pound Sterling, rounded to the nearest £0.1m unless otherwise stated. They have been
prepared on the going concern basis under the historical cost convention.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not presented an
income statement nor a statement of comprehensive income for the Company alone.
Amendments to published standards
The Company adopted the following accounting standards and amendments during the year with no material impact:
 Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback;
 Amendments to IAS 1 – Classification of Liabilities as Current or Non-current, and Non-current liabilities with Covenants; and
 Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements.
The application of these new interpretations and amendments did not have a material impact on the financial statements.
C2 Significant accounting judgements and estimates
The preparation of the Company’s financial statements requires the use of judgements, estimates and assumptions in applying the
Company’s accounting policies to determine the reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are continually reviewed and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the current circumstances. Actual results may differ from these estimates. Any
revisions to accounting estimates are applied prospectively. None of the estimates and judgements used in preparation of the Company
financial statements are considered significant.
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ASOS Plc Annual Report and Accounts 2025
C3 Investments in subsidiaries
In accordance with IFRS 2 Share-based Payment, ASOS.com Limited (a subsidiary of the Company) is required to recognise share-based
payment arrangements involving equity instruments where ASOS.com Limited has remunerated those providing services to the entity in
this way. ASOS Plc makes contributions to ASOS.com Limited equal to the charge for the share-based payment arrangement which is
reflected as an increase in ASOS Plc’s capital contribution to ASOS.com Limited. For the period from 2 September 2024 to 31 August
2025, ASOS.com Limited recognised a charge of £4.0m (2024: £4.6m) in respect of share-based payment arrangements. Accordingly,
this is included within investment additions within the table below.
2025 2024
£m £m
At the beginning of the year 70.5 65.9
Additions 4.0 4.6
At the end of the year 74.5 70.5
An impairment test over the investment in subsidiaries was performed at year end, with no impairments identified. Where value-in-use
calculations have been used to estimate the recoverable amounts of the investments, sensitivity analysis has been performed. The
analysis indicates that there is sufficient headroom such that a reasonably possible change to key assumptions would not result in any
impairment in any of the Company’s investments in subsidiaries.
Material accounting policies
Investments in subsidiaries
Investments in subsidiaries are carried at cost less any impairment loss in the financial statements of the Company. At each reporting
period end, the Company assesses the carrying amounts of its investments to determine whether there is any indication of
impairment. Where such an indication exists, the Company makes an estimate of the recoverable amount. If the recoverable amount
of the investment is less than its carrying amount, the investment is written down to its recoverable amount. Any impairment loss is
immediately recognised in the income statement.
C4 Amounts due from subsidiary undertakings
2025 2024
£m £m
Current 72.5 1.6
Non-current 646.0 845.6
718.5 847.2
Included within non-current amounts due from subsidiary undertakings are interest-bearing amounts of £343.3m (2024: £478.1m). The
remainder is non-interest bearing. All amounts are repayable on demand.
Receivable balances with Group companies are reviewed for potential impairment based on the ability of the counterparty to meet its
obligations. No impairment losses were recognised in the year.
Material accounting policies
Amounts due from subsidiary undertakings
Amounts due from subsidiary undertakings are initially recognised at fair value and are subsequently measured at amortised cost
using the effective interest rate method less any provision for impairment.
C5 Amounts due to subsidiary undertakings
2025 2024
£m £m
Current 72.5 1.6
Non-current 0.1 476.4
72.6 478.0
Current amounts due to subsidiary undertakings represent the term loan with Cornwall (Jersey) Limited, which mirrors the terms of the
Convertible Bonds due in April 2026. Refer to Note 20 of the Group financial statements for further information.
Material accounting policies
Amounts due to subsidiary undertakings
Amounts due to subsidiary undertakings are recognised initially at fair value, and subsequently at amortised cost using the effective
interest rate method.
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ASOS Plc Annual Report and Accounts 2025
C6 Borrowings
2025 2024
£m £m
Current 11.7 –
Non-current 259.1 –
270.8 –
Borrowings consist of the new Convertible Bonds due 2028, which were issued at par and carrying a fixed annual coupon of 11%, payable
semi-annually in arrears. Refer to Note 20 of the Group financial statements for further information.
Material accounting policies
Convertible debt
Convertible bonds are classified as compound instruments, consisting of a liability and an equity component. At the date of issue, the
fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt, and is
subsequently recorded at amortised cost using the effective interest method until extinguished on conversion or maturity of the
bonds, and is recognised within borrowings. The difference between the proceeds of issue of the convertible bond and the fair value
assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in
equity as a separate category.
Issue costs are apportioned between the liability and equity components of the convertible bonds where appropriate based on their
relative carrying values at the date of issue. The portion relating to the equity component is charged directly against equity.
C7 Share capital and share premium
2025 2024
Ordinary shares Ordinary shares
Number £m Number £m
Called up share capital
Allotted, issued and fully paid ordinary
shares of 3.5p 119,519,975 4.2 119,334,341 4.2
Share premium account
Share premium 322.6 322.6
The movements in the called up share capital and share premium are as follows:
Ordinary shares Share Capital Share Premium
Number £m £m
As at 2 September 2024 119,334,341 4.2 322.6
Allotted in respect of share incentive schemes 185,634 – –
As at 31 August 2025 119,519,975 4.2 322.6
As at 4 September 2023 119,236,850 4.2 322.6
Allotted in respect of share incentive schemes 97,491 – –
As at 1 September 2024 119,334,341 4.2 322.6
Material accounting policies
Share capital and share premium
Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
Financial Statements
Notes to the Company Financial Statements cont.
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ASOS Plc Annual Report and Accounts 2025
C8 Retained earnings
2025 2024
£m £m
At the beginning of the year 54.0 49.4
Profit for the year and total comprehensive income 11.9 –
Share-based payments charge 0.4 –
Share-based payments contribution 4.0 4.6
Repurchase and refinance of convertible bond 43.3 –
At the end of the year 113.6 54.0
C9 Contingent liabilities and guarantees
Contingent liabilities
Refer to Note 28 of the Group financial statements.
Guarantees
Via the statutory audit exemptions as disclosed on page 167, ASOS Plc will guarantee all outstanding liabilities that the relevant
subsidiaries are subject to as at the financial period ended 31 August 2025 in accordance with Section 479C of the Act, as amended by
the Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations
2012. In addition, ASOS Plc will guarantee any contingent and prospective liabilities that these subsidiaries are subject to.
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Financial Statements
Related Undertakings of the ASOS Group
In accordance with Section 409 of the Companies Act 2006 and Schedule 4 of The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, a full list of related undertakings, registered office address and the percentage of share class
owned as at 31 August 2025 are disclosed below. All shares held are ordinary shares unless otherwise stated.
Name of company
Country of
incorporation
Proportion of
ordinary shares
held Holding Nature of business
ASOS Intermediate Holdings Limited UK 100% Direct Holding company
Mornington & Co (No. 1) Limited UK 100% Direct Vehicle for implementation of ALTIP
Mornington & Co (No. 2) Limited UK 100% Direct Vehicle for implementation of ALTIP
ASOS.com Limited
,
 UK 100% Indirect Internet retailer
Crooked Tongues Limited UK 95% Indirect Internet retailer
Covetique Limited UK 100% Indirect Discontinued internet marketplace
ASOS Marketplace Limited UK 100% Indirect Discontinued internet marketplace
ASOS Global Limited UK 100% Indirect Holding company
Eight Paw Projects Limited UK 100% Indirect Brand management company
ASOS US, Inc. US 100% Indirect Employer of marketing staff based in the US
ASOS Germany GmbH Germany 100% Indirect Employer of supply chain staff based in Germany
ASOS France SAS France 100% Indirect Non-trading company
ASOS Transaction Services France SAS France 100% Indirect Payment processing company
ASOS Australia Pty Limited Australia 100% Indirect Non-trading company
ASOS Canada Services Limited Canada 100% Indirect Non-trading company
ASOS Transaction Services Limited UK 100% Indirect Holding company
ASOS Transaction Services Australia Pty
Limited
Australia 100% Indirect Payment processing company
ASOS US Sales LLC US 100% Indirect Payment processing company
ASOS Projects Limited UK 100% Indirect Holding company
ASOS Ventures Limited UK 100% Indirect Non-trading company
ASOS (Shanghai) Commerce Co. Limited China 100% Indirect Discontinued internet retailer
ASOS Payments UK Limited UK 100% Indirect Payment processing company
ASOS Payments Europe B.V. Netherlands 100% Indirect Payment processing company
ASOS Payments Holding Limited UK 100% Indirect Holding company
Cornwall (Jersey) Limited Jersey 100% Indirect Vehicle for issue of convertible bond
ASOS Holdings Limited UK 90% Indirect Brand management company
24.8.2024 Limited UK 25% Indirect Brand management company
1 ASOS.com Limited has a 7.2% interest in Needle and Thread Design Holdings Limited.
2 ASOS.com additionally has a branch registered in the Netherlands.
3 ASOS Projects Limited has a 2.9% interest in Action Artificial Intelligence Limited.
All controlled UK incorporated entities share the same registered office as ASOS Plc. The registered offices of controlled non-UK entities
and associates are detailed below:
Entity Registered office
ASOS US, Inc. 300 Creek View Road, Suite 209, Newark, DE 19711
ASOS Germany GmbH An der Anhalter Bahn 6, 14979 Grossbeeren, Germany
ASOS France SAS TMF France SAS, 3-5 Rue Saint Georges, 75009 Paris, France
ASOS Transaction Services France SAS TMF France SAS, 3-5 Rue Saint Georges, 75009 Paris, France
ASOS Australia Pty Limited
MUFG Corporate Governance, Tower 4, 727 Collins Street, Docklands, VIC 3008,
Australia
ASOS Canada Services Limited 777 Dunsmuir Street, Suite 1700, Vancouver, BC V7Y 1K4, Canada
ASOS Transaction Services Australia Pty Limited
MUFG Corporate Governance, Tower 4, 727 Collins Street, Docklands, VIC 3008,
Australia
ASOS US Sales LLC 300 Creek View Road, Suite 209, Newark, DE 19711
ASOS (Shanghai) Commerce Co. Limited Unit 506A Level 5, No. 2911 Zhongshan North Road, Putuo District, Shanghai, China
ASOS Payments Europe B.V. Suites 2.02 and 2.03, Prinsengracht 769, 1017 JZ Amsterdam, The Netherlands
Cornwall (Jersey) Limited 47 Esplanade, St Helier, Jersey, JE1 0BD
24.8.2024 Limited Unit A, 10 Fashion Street, London, United Kingdom, E1 6PX
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ASOS Plc Annual Report and Accounts 2025
Alternative Performance Measures (APMs)
The Group uses the below non-IFRS performance measures to allow shareholders to better understand the underlying financial
performance and position of the Group. These should not be seen as substitutes for IFRS measures of performance and may not allow a
direct comparison to other companies.
Performance
measure
Closest IFRS
measure Definition How ASOS uses this measure
Like-for-like revenue
growth
Revenue Like-for-like revenue growth
reflects constant currency
revenue, which includes retail
sales and income from other
services, less adjusting items
and the impact of foreign
exchange translation.
This measure is presented as a means of eliminating the effects of exchange
rate fluctuations on the year-on-year reported results.
2025 2024 Growth
£m £m %
Revenue
2,477.8 2,905.8 (15%)
Adjusting items (Note 3) (13.0) (9.8)
Impact of foreign exchange
translation 28.1 –
Like-for-like revenue growth 2,492.9 2,896.0 (14%)
2024 2023 Growth
£m £m %
Revenue
2,905.8 3,549.5 (18%)
Adjusting items (Note 3) (9.8) (11.5)
Impact of foreign exchange
translation and LFL financial
years
1
60.7 –
Like-for-like revenue growth 2,956.7 3,538.0 (16%)
1 Removing the impact of four fewer trading days in FY24.
 
Retail sales Revenue Internet sales recorded net
of an appropriate deduction
for actual and expected
returns, relevant vouchers,
discounts and sales taxes.
A measure of the Group’s trading performance focusing on the sale of products
to end customers. Used by management to monitor overall performance across
markets, and the basis of key internal metrics such as GMV and ABV.
Retail sales exclude income
from delivery receipt
payments, marketing
services, commission on
partner-fulfilled sales,
revenue from wholesale sales
and jobber income.
A reconciliation of this measure is included in Note 4.
Gross merchandise
value (GMV)
Revenue Retail sales excluding
adjusting items plus revenue
attributable to Flexible
Fulfilment partners, net
of returns and excluding
sales tax.
This measure reflects the increasing shift to Flexible Fulfilment models and is
used as an indicator of top-line performance.
2025 2024
£m £m
GMV
2,456.3 2,817.8
Less revenue attributable to partners (123.2) (68.9)
Adjusted retail sales 2,333.1 2,748.9
Adjusting items 6.4 –
Reported retail sales 2,339.5 2,748.9
 
Like-for-like GMV
growth
Revenue Like-for-like GMV growth
eliminates the effect of
exchange rate fluctuations
on the year-on-year GMV
metric.
2025 2024 Growth
£m £m %
GMV
2,456.3 2,817.8 (13%)
Impact of foreign exchange
translation
27.0 –
Like-for-like GMV growth 2,483.3 2,817.8 (12%)
2024 2023 Growth
£m £m %
GMV
2,817.8 3,405.1 (17%)
Impact of foreign exchange
translation and LFL financial
years
1
58.9 –
Like-for-like GMV growth 2,876.7 3,405.1 (16%)
1 Removing the impact of four fewer trading days in FY24.
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ASOS Plc Annual Report and Accounts 2025
Adjusted revenue Revenue Revenue excluding the impact
of adjusting items.
A measure of the Group’s revenue and gross profitability, excluding the impact
of any adjusting items.
Adjusted gross
margin
None Gross profit divided by
revenue and excluding the
impact of adjusting items.
Reconciliation is shown below:
2025 2024
£m £m
Revenue
2,477.8 2,905.8
Adjusting items (Note 3) (13.0) (9.8)
Adjusted revenue 2,464.8 2,896.0
Gross profit 1,166.7 1,162.5
Adjusting items (Note 3) (4.7) 94.8
Adjusted gross profit 1,162.0 1,257.3
Gross margin 47.1% 40.0%
Adjusted gross margin % 47.1% 43.4%
Adjusted cost
to serve
None Operating expenses
(excluding depreciation and
amortisation and excluding
adjusting items) as a
percentage of adjusted
revenue.
Adjusted cost to serve reflects the underlying profitability of the business and
demonstrates discipline on cost structure.
2025 2024
£m £m
Operating expenses
1,395.5 1,496.4
Less depreciation and amortisation
(per cash flow) (166.9) (172.3)
Less impairment (per cash flow) (138.2) (119.9)
Less adjusting operating expenses (Note 3) (195.6) (155.6)
Add back adjusting depreciation and
amortisation (Note 3) 4.5 10.7
Add back adjusting impairment (Note 3) 136.8 119.9
1,036.1 1,179.2
Adjusted revenue 2,464.8 2,896.0
Adjusted cost to serve 42.0% 40.7%
Adjusted EBIT Operating
profit / (loss)
Profit/(loss) before tax,
interest, and any adjusting
items excluded from adjusted
profit/(loss) before tax
(see below).
A measure of the Group’s underlying profitability for the year, excluding the
impact of any transactions outside of the ordinary course of business and not
considered to be part of ASOS’ usual cost / income base. Used by management
to monitor the performance of the business each month.
Adjusted profit /
(loss) before tax
Profit / (loss)
before tax
Adjusted profit/(loss) before
tax excludes items
recognised in reported
profit/(loss) before tax which,
if included, could distort
comparability between
years.
2025 2024
£m £m
Operating loss
(212.3) (331.9)
Adjusting items excluding finance costs (Note 3) 180.1 250.4
Adjusted EBIT (32.2) (81.5)
Net finance costs (Note 8) (69.3) (47.4)
Add back adjusting finance costs (Note 3) 3.3 2.9
Adjusted loss before tax (98.2) (126.0)
Add back adjusting items (Note 3) (183.4) (253.3)
Loss before tax (281.6) (379.3)
Performance
measure
Closest IFRS
measure Definition How ASOS uses this measure
Financial Statements
Alternative Performance Measures (APMs) cont.
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ASOS Plc Annual Report and Accounts 2025
Adjusted EBITDA Operating
profit / (loss)
Adjusted EBIT above, adjusted
for depreciation,
amortisation
and impairments.
Adjusted EBITDA is used to review the Group’s profit generation and the
sustainability of ongoing capital reinvestment and finance costs.
2025 2024
Adjusted EBITDA
margin
None Adjusted EBITDA divided by
adjusted revenue.
£m £m
Adjusted EBIT (above)
(32.2) (81.5)
Add back depreciation and amortisation
(per cash flow) 166.9 172.3
Add back impairment (per cash flow) 138.2 119.9
Less adjusting depreciation and amortisation
(Note 3) (4.5) (10.7)
Less adjusting impairment (Note 3) (136.8) (119.9)
Adjusted EBITDA 131.6 80.1
Revenue 2,477.8 2,905.8
Adjusting items (Note 3) (13.0) (9.8)
Adjusted revenue 2,464.8 2,896.0
Adjusted EBITDA margin % 5.3% 2.8%
Net cash / (debt) None Cash and cash equivalents
less the carrying value of
borrowings (including
accrued interest) drawn
down at year-end, but
excluding outstanding
lease liabilities.
A measure of the Group’s liquidity. Information is included in Note 27.
A reconciliation is included below:
2025 2024
£m £m
Cash and cash equivalents 318.9 391.0
Borrowings (503.6) (688.1)
Lease liabilities (224.5) (289.6)
Net borrowings (409.2) (586.7)
Add back lease liabilities 224.5 289.6
Net debt (184.7) (297.1)
Free cash flow Operating
cash flow
Free cash flow is net cash
generated from operating
activities, adjusted for
payments to acquire
intangible and tangible
assets, the payment of
the principal portion of
lease liabilities and net
finance expenses.
A measure of the cash generated by the Group outside cash flows relating to
M&A and financing transactions, which allows management to better assess
the cash being generated by the business.
A reconciliation to the cash flow statement is shown below:
2025 2024
£m £m
Cash generated from operations (per cash flow)
159.1 228.0
Purchase of tangible and intangible assets (85.9) (133.5)
Repayment of principal portion of lease liabilities (25.7) (25.5)
Net interest paid (33.4) (31.3)
Free cash flow 14.1 37.7
Performance
measure
Closest IFRS
measure Definition How ASOS uses this measure
178
ASOS Plc Annual Report and Accounts 2025
Other working
capital movements
(per Financial
Review)
None Removes working capital and
cash movements relating to
adjusting items.
To provide a reconciliation of the working capital movement in the Financial
Statements to the other working capital movement in the Financial Review.
2025 2024
£m £m
(Increase) / decrease in other working capital
(per Financial Review)
(67.1) 12.1
Comprises:
Working capital per cash flow (excluding
inventory)
(42.4) 7.1
Working capital relating to adjusting items
(see below) (24.7) 5.0
(67.1) 12.1
Working capital relating
to adjusting items:
Adjusting items (Note 3)
(183.4) (253.3)
Add back adjusting impairment (Note 3) 136.8 119.9
Add back adjusting amortisation (Note 3) 4.5 10.7
Add back commercial operating model change
(Cost of sales) (Note 3) 8.3 104.6
Add back share of the associate’s adjusting
result (Note 3) 3.0 –
Less gain on disposal of brands (13.8) –
Less refinancing gain (2.6) –
Add back adjusting finance costs (Note 3) 3.3 2.9
Adjusting working capital before cash impacts (43.9) (15.2)
Cash impact of adjusting items (Note 3) 19.2 20.2
Working capital relating to adjusting items (24.7) 5.0
The Group has added Gross Merchandise Value (GMV) and Like-for-like GMV growth as APMs this year to reflect the increasing shift to
flexible fulfilment models.
Performance
measure
Closest IFRS
measure Definition How ASOS uses this measure
Financial Statements
Alternative Performance Measures (APMs) cont.
179
ASOS Plc Annual Report and Accounts 2025
Company Information
Registered office
Greater London House
Hampstead Road
London
NW1 7FB
Registered in England
Company Number 4006623
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
1 Embankment Place
London
WC2N 6RH
Registrars
MUFG Corporate Markets
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Lawyers
Slaughter and May
1 Bunhill Row London
EC1Y 8YY
Joint brokers
J.P. Morgan Cazenove
25 Bank Street
London
E14 5JP
DB AG London Branch
21 Moorfields
London
EC2Y 9DB
Berenberg
60 Threadneedle Street
London
EC2R 8HP
Financial PR
Teneo
The Carter Building
11 Pilgrim Street
London
EC4V 6RN
180
ASOS Plc Annual Report and Accounts 2025
Shareholder Information
Share dealing enquiries
MUFG Corporate Markets – Share Dealing
Central Square
29 Wellington Street
Leeds
LS1 4DL
0371 664 0445 (Calls are charged at the standard geographic rate and will vary by provider)
Outside UK +44 (0) 371 664 0445 (Calls outside the United Kingdom are charged at the applicable international rate)
Lines are open Monday – Friday 8am – 4:30pm
Email: CN-MUFG-CM-Infosharedeal@cm.mpms.mufg.com
Donate your shares to charity
If you have only a small number of shares which are uneconomical to sell you may wish to donate them to charity free of charge through
ShareGift (Registered Charity 10528686).
Find out more at www.sharegift.org.uk or by telephoning 020 7930 3737.
Share fraud warning
Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or non-
existent, or an inflated price for shares they own. These calls come from fraudsters operating in “boiler rooms” that are mostly based
abroad.
While high profits are promised, those who buy or sell shares in this way usually lose their money.
The Financial Conduct Authority (FCA) has found most share fraud victims are experienced investors who lose an average of £20,000,
with around £200m lost in the UK each year.
Protect yourself
If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research
reports, you should take these steps before handing over any money:
 Get the name of the person and organisation contacting you.
 Check the Financial Services Register at http://www.fca.org.uk to ensure they are authorised.
 Use the details on the FCA Register to contact the firm.
 Call the FCA Consumer Helpline on 0800 111 6768 if there are no contact details on the Register or you are told they are out of date.
 Search our list of unauthorised firms and individuals to avoid doing business with.
Remember: if it sounds too good to be true, it probably is!
If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or
Financial Services Compensation Scheme (FSCS) if things go wrong.
Report a scam
If you are approached about a share scam you should tell the FCA using the share fraud reporting form at http://www.fca.org.uk/scams,
where you can find out about the latest investment scams. You can also call the Consumer Helpline on 0800 111 6768.
If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.
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ASOS Plc
Greater London House
Hampstead Road
London
NW1 7FB
United Kingdom
Tel: +44 (0)20 7756 1000
Company information
Registered in England 4006623
VAT number: 788 6225 77
ASOS Plc Annual Report and Accounts 2025
ASOS Plc Annual Report and Accounts 2025